Board of Directors Meeting December 1, 2015 Noon to 1:30Pm EST Brand USA Board of Directors

Board of Directors Meeting December 1, 2015 Noon to 1:30pm EST Brand USA Board of Directors

Arne Sorenson Tom Klein Barbara Richardson Daniel Halpern Andrew Greenfield Chair Vice Chair Vice Chair Treasurer Secretary

John Edman Kyle Edmiston Maryann Ferenc

Randy Garfield Rossi Ralenkotter Mark Schwab Welcome to our New Board Members

Kyle Edmiston Maryann Ferenc Rossi Ralenkotter Thank You

Caroline Beteta George Fertitta Roy Yamaguchi Executive and Senior Management

Chris Thompson President & CEO

Anne Madison Don Richardson David Whitaker Chief Strategy & Chief Financial Officer Chief Marketing Officer Communications Officer

Carroll Rheem Tom Garzilli Karyn Gruenberg Stanley Mattos VP, Research & Analytics SVP, Global Sponsorships SVP, Partner Marketing VP, Operations & Strategic Alliances Agenda

● Opening Remarks (Arne Sorenson)  Call the Meeting to Order  Approval to Conduct the Meeting in Closed Session  Introductions: Management, Legal Counsel, and Invited Guests

● Approval of the Minutes from the September 18, 2015 Meeting* ● CEO Report ● Finance Committee Report ● Audit Committee Report ● Governance and Nominating Committee Report ● Business Planning Update ● Marketing Committee Report ● Questions/Answers ● Discussion and Closing Remarks CEO REPORT CEO REPORT

Chris Thompson President & CEO Brand USA CEO Report

● General Updates ● Organizational Updates ● Office Renovation Updates ● Expo Milano Recap ● IPW: Proposed Sponsorship The Brand USA Marketing Organization

David Whitaker Chief Marketing Officer

Vice President, Vice President, SVP, SVP, Vice President, Global Trade Integrated Partner Marketing Global Research & Development Marketing & Strategic Alliances Sponsorships Analytics

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Karyn Gruenberg Tom Garzilli Carroll Rheem CEO Report

● General Updates ● Organizational Updates ● Office Renovation Updates ● Expo Milano Recap ● IPW: Proposed Sponsorship American Food 2.0: United to Feed the Planet

● The USA Pavilion showcased the United States as an innovator in the food sector and in many aspects culture, science, and business.

● Themed “Feeding the Planet: Energy for Life,” the World Expo took place in Milan, Italy from May 1 to October 31, 2015.

● More than 20 million visitors sampled the flavors of over 140 countries and international organizations. Food Truck Nation

● Brand USA was the featured partner in the USA Pavilion at Expo Milano, presenting Food Truck Nation, which exemplified the creative culinary revival of food trucks in small and large towns across the United States.

● Food Truck Nation anchored itself in the global conversation #TasteUSA, inspiring people to come experience the USA, one dish at a time. Preliminary results

 Total number of days: 184  Total participating countries: > 140  Heads of state and government attending: 60  Total visitors to Expo Milano: 21.5 million.  Total visitors to USA Pavilion: 6.125 million.  Percentage of Expo visitors at USA Pavilion: 28.5%  Total visitors to Food Truck Nation: 400,000  Average Food Truck Nation visitors/day: 2,174 Media and PR

Brand USA and our partners fared very well on earned media, where we captured nearly 20 percent of USA Pavilion-related impressions. Social Media

On social media, Brand USA leveraged Expo participation and content to the tune of more than 200 consumer posts.

These posts were global and across our markets to highlight our participation at Expo, our partners’ participation and the delightful culinary experiences across the United States. CEO REPORT

Chris Thompson President & CEO Brand USA CEO Report

● General Updates ● Organizational Updates ● Office Renovation Updates ● Expo Milano Recap ● IPW: Proposed Sponsorship Brand USA Finance Committee

Daniel Halpern Chair

Andrew Greenfield Tom Klein Barbara Richardson Arne Sorenson Finance Committee Report

Daniel Halpern Chair, Finance Committee

Don Richardson Chief Financial Officer Highlights

Above the Target of $117 Million in Contributions . $2M above the FY 2015 goal of $45 million for cash contributions  YTD September 30, 2015, cash contributions above rebalanced budget by $2 million  Cash contributing partners include Las Vegas Convention & Visitors Bureau; San Diego Tourism Authority; State of Texas; Los Angeles Tourism & Convention Board . $10.5M above the FY 2015 goal of $70 million for in-kind contributions  YTD September 30, 2015, in-kind contributions above budget by $10.5 million  $43 million of In-Kind Contributions were received during the month of September 2015 Highlights (Continued)

Expenses . Expenses are $5 million (or 3.4%) over budget at fiscal year end, primarily due to the timing and additional servicing of Partner Marketing Services spending ESTAs . We have identified and/or made ESTA submissions which exceed the FY 2015 $100 million match goal by $53 million Cash Position . Cash position remains strong and is $61.3 million, or 54% above the reserve requirement of $40 million Financial Management System Implementation Status

 We successfully implemented our new financial management system, Microsoft Dynamics GP on October 1, 2015.

 End user training has been completed and the system has been fully operational through one monthly cycle (October 2015 financial closing). Financial Management System Implementation Status (Continued) Audit Committee Meeting of the Board of Directors

Tom Klein Vice Chair, Board of Directors Chair, Audit Committee Audit Committee Report

Tom Klein Chair

John Edman Randy Garfield Mark Schwab Audit Committee Report

Tom Klein Chair, Audit Committee

Don Richardson Chief Financial Officer FY 2015 Financial Statement Audit Status

 Moss Adams, our external auditor, completed their interim audit fieldwork 3 days sooner than planned. They cited our extensive preparation as the reason for their early completion.

 Final audit fieldwork began on November 30 and will continue until December 11, 2015.

 Moss Adams remains on track to deliver its audit report no later than January 29, 2016. Governance & Nominating Committee Report

Andrew Greenfield Chair, Governance & Nominating Committee Governance & Nominating Committee Report

Andrew Greenfield Chair

Daniel Halpern Mark Schwab Governance & Nominating Committee Report

Andrew Greenfield Chair, Governance & Nominating Committee

Chris Thompson President & CEO Governance & Nominating Committee Report

● Adoption of amended bylaws* ● Board officer and committee appointments* ● Board and committee meeting dates Adoption of Amended Bylaws

. Article IV, Section 2: Number, Appointment, and Qualifications of the Board of Directors  Changed expertise of director from “intercity passenger railroad sector” to land or sea passenger transportation sector.”  Added qualifications: . Knowledge of international travel promotion or marketing . United States citizen . Current or former chief-level position or equivalent . Broadly represent various regions of the United States. . At least five directors with experience in multinational marketing budgets. . At least two directors with audit committee financial expertise . Article IV, Section 3: Term  Changed 1- and 3-year terms (applicable to initial board) to 3-year terms . Article IV, Section 6: Vice-Chairman  Deleted term limit . Article IV, Section 7: Vacancies  Added: Directors filling vacancies may serve two additional consecutive terms . Article V, Section 6: Chairperson of Committees  Added: May designate a member to preside over meeting if chair not present . Article VI, Sections 5 and 6: Secretary and Treasurer  Deleted term limits Proposed Board and Committee Leadership Designations

Board Leadership Designations

Chair

Arne Sorenson

Vice Chairs

Tom Klein Barbara Richardson Proposed Board and Committee Leadership Designations

Officer Designations

Arne Sorenson Tom Klein Barbara Richardson Chair Vice Chair Vice Chair

(to be determined) Assistant Secretary

Andrew Greenfield Daniel Halpern Secretary Treasurer

Christopher Thompson Executive Director Proposed Board and Committee Leadership Designations

Committee Members Finance Daniel Halpern, Chair Andrew Greenfield To m K l e i n Barbara Richardson Arne Sorenson Audit Tom Klein, Chair John Edman Randy Garfield Mark Schwab Governance and Andrew Greenfield, Chair Daniel Halpern Nominating Maryann Ferenc Marketing Barbara Richardson, Chair John Edman Kyle Edmiston Randy Garfield Rossi Ralenkotter Mark Schwab Conflict of Interest Daniel Halpern, Chair Maryann Ferenc Andrew Greenfield Barbara Richardson Brand USA Finance Committee

Daniel Halpern Chair

Andrew Greenfield Tom Klein Barbara Richardson Arne Sorenson Brand USA Audit Committee

Tom Klein Chair

John Edman Randy Garfield Mark Schwab Brand USA Governance & Nominating Committee

Andrew Greenfield Chair

Maryann Ferenc Daniel Halpern Brand USA Marketing Committee

Barbara Richardson Chair

John Edman Kyle Edmiston Randy Garfield Rossi Ralenkotter Mark Schwab Brand USA Conflict of Interest Committee

Daniel Halpern Chair

Andrew Greenfield Maryann Ferenc Barbara Richardson Board Meeting Dates*

Q1-FY2016 November 10, 2015 Marketing Committee (conference call) December 1, 2015 Finance Committee and Board Meeting

Q2-FY2016 March 31, 2016 Board Meeting

Q3-FY2016 June 9, 2016 Board Meeting

Q4-FY2016 September 21, 2016 Board Meeting

Q1-FY2017 December 9, 2016 Board Meeting

* Additional committee meeting dates to be announced BUSINESSCEO PLANNING REPORT Business Plan Update

Chris Thompson President and CEO

Anne Madison Chief Strategy & Communications Officer FY16 Dashboard

Travel Lifecycle Consumer Destination Favorable Familiarity