Hilton Grand Vacations Inc. - Quarter Report: 2023 March (Form 10-Q)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________

FORM 10-Q

____________________________________________

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2023

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 001-37794

____________________________________________

Hilton Grand Vacations Inc.

(Exact Name of Registrant as Specified in Its Charter)

____________________________________________


Delaware			81-2545345
(State or Other Jurisdiction of Incorporation or Organization)			(I.R.S. Employer Identification No.)


6355 MetroWest Boulevard, Suite 180,
Orlando, Florida			32835
(Address of Principal Executive Offices)			(Zip Code)

Registrant’s Telephone Number, Including Area Code (407) 613-3100

(Former Name, Former Address, and Former Fiscal Year, if Changed Since Last Report)

____________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

HGV

New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large Accelerated Filer	x	Accelerated Filer	o
Non-Accelerated Filer	o	Smaller Reporting Company	o
Emerging Growth Company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x No

The number of shares outstanding of the registrant’s common stock, par value $0.01 per share, as of April 21, 2023 was 111,404,258.

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HILTON GRAND VACATIONS INC.

FORM 10-Q TABLE OF CONTENTS


PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37
Item 4.	Controls and Procedures	38

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	40
Item 1A.	Risk Factors	40
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	40
Item 3.	Defaults Upon Senior Securities	40
Item 4.	Mine Safety Disclosures	40
Item 5.	Other Information	40
Item 6.	Exhibits	41
	Signatures	43

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PART I FINANCIAL INFORMATION

Item 1. Financial Statements

HILTON GRAND VACATIONS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except share data)


	March 31, 2023		December 31, 2022
	(unaudited)
ASSETS
Cash and cash equivalents	$	389	$	223
Restricted cash	363		332
Accounts receivable, net of allowance for doubtful accounts of $68 and $52	503		511
Timeshare financing receivables, net	1,754		1,767
Inventory	1,300		1,159
Property and equipment, net	797		798
Operating lease right-of-use assets, net	71		76
Investments in unconsolidated affiliates	75		72
Goodwill	1,416		1,416
Intangible assets, net	1,244		1,277

Other assets	566		373
TOTAL ASSETS (variable interest entities - $1,084 and $948)	$	8,478	$	8,004
LIABILITIES AND EQUITY
Accounts payable, accrued expenses and other	$	1,089	$	1,007
Advanced deposits	174		150
Debt, net	2,940		2,651
Non-recourse debt, net	1,095		1,102
Operating lease liabilities	88		94
Deferred revenues	304		190
Deferred income tax liabilities	656		659
Total liabilities (variable interest entities - $1,097 and $1,005)	6,346		5,853
Commitments and contingencies - see Note 17
Equity:
Preferred stock, $0.01 par value; 300,000,000 authorized shares, none issued or outstanding as of March 31, 2023 and December 31, 2022	—		—
Common stock, $0.01 par value; 3,000,000,000 authorized shares, 112,515,473 shares issued and outstanding as of March 31, 2023 and 113,628,706 shares issued and outstanding as of December 31, 2022	1		1
Additional paid-in capital	1,559		1,582
Accumulated retained earnings	543		529
Accumulated other comprehensive income	29		39
Total equity	2,132		2,151
TOTAL LIABILITIES AND EQUITY	$	8,478	$	8,004

See notes to unaudited condensed consolidated financial statements.

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HILTON GRAND VACATIONS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(in millions, except per share amounts)


	Three Months Ended March 31,
	2023		2022
Revenues
Sales of VOIs, net	$	318	$	269
Sales, marketing, brand and other fees	158		119
Financing	74		64
Resort and club management	131		125
Rental and ancillary services	158		136
Cost reimbursements	95		66
Total revenues	934		779
Expenses
Cost of VOI sales	50		40
Sales and marketing	301		243
Financing	24		19
Resort and club management	42		36
Rental and ancillary services	152		132
General and administrative	42		42
Acquisition and integration-related expense	17		13
Depreciation and amortization	51		60
License fee expense	30		25
Impairment expense	—		3
Cost reimbursements	95		66
Total operating expenses	804		679
Interest expense	(44)		(33)
Equity in earnings from unconsolidated affiliates	3		3
Other gain, net	1		1
Income before income taxes	90		71
Income tax expense	(17)		(20)
Net income	$	73	$	51
Earnings per share:
Basic	$	0.65	$	0.42
Diluted	$	0.64	$	0.42

See notes to unaudited condensed consolidated financial statements.

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HILTON GRAND VACATIONS INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(in millions)


	Three Months Ended March 31,
	2023		2022
Net income	$	73	$	51

Derivative instrument adjustments, net of tax	(10)		22
Other comprehensive (loss) income, net of tax	(10)		22
Comprehensive income	$	63	$	73

See notes to unaudited condensed consolidated financial statements.

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HILTON GRAND VACATIONS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in millions)


	Three Months Ended March 31,
	2023		2022
Operating Activities
Net income	$	73	$	51
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	51		60
Amortization of deferred financing costs, acquisition premiums and other	7		12
Provision for financing receivables losses	30		31
Impairment expense	—		3
Other gain, net	(1)		—
Share-based compensation	10		11

Equity in earnings from unconsolidated affiliates	(3)		(3)
Net changes in assets and liabilities:
Accounts receivable, net	8		(107)
Timeshare financing receivables, net	(24)		(11)
Inventory	(101)		26
Purchases and development of real estate for future conversion to inventory	(2)		(1)
Other assets	(244)		(264)
Accounts payable, accrued expenses and other	84		290
Advanced deposits	24		14
Deferred revenues	114		158
Net cash provided by operating activities	26		270
Investing Activities

Capital expenditures for property and equipment (excluding inventory)	(5)		(8)
Software capitalization costs	(6)		(6)
Net cash used in investing activities	(11)		(14)
Financing Activities
Proceeds from debt	438		—
Proceeds from non-recourse debt	175		155
Repayment of debt	(153)		(3)
Repayment of non-recourse debt	(182)		(277)

Repurchase and retirement of common stock	(85)		—
Payment of withholding taxes on vesting of restricted stock units	(14)		(8)

Proceeds from stock option exercises	5		1
Other	(1)		(1)
Net cash provided by (used in) financing activities	183		(133)
Effect of changes in exchange rates on cash, cash equivalents & restricted cash	(1)		(1)
Net increase in cash, cash equivalents and restricted cash	197		122
Cash, cash equivalents and restricted cash, beginning of period	555		695
Cash, cash equivalents and restricted cash, end of period	752		817
Less: Restricted cash	363		303
Cash and cash equivalents	$	389	$	514

See notes to unaudited condensed consolidated financial statements.

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HILTON GRAND VACATIONS INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

(in millions)


	Common Stock			Additional Paid-in Capital		Accumulated Retained Earnings		Accumulated Other Comprehensive Income		Total Equity
	Shares	Amount
Balance as of December 31, 2022	113	$	1	$	1,582	$	529	$	39	$	2,151
Net income	—	—		—		73		—		73
Activity related to share-based compensation	1	—		3		—		—		3


Derivative instrument adjustments, net of tax	—	—		—		—		(10)		(10)
Repurchase and retirement of common stock	(2)	—		(26)		(59)		—		(85)
Balance as of March 31, 2023	112	$	1	$	1,559	$	543	$	29	$	2,132

	Common Stock			Additional Paid-in Capital		Accumulated Retained Earnings		Accumulated Other Comprehensive Income		Total Equity
	Shares	Amount
Balance as of December 31, 2021	120	$	1	$	1,630	$	357	$	—	$	1,988
Net income	—	—		—		51		—		51
Activity related to share-based compensation	—	—		4		—		—		4
Derivative instrument adjustments, net of tax	—	—		—		—		22		22
Balance as of March 31, 2022	120	$	1	$	1,634	$	408	$	22	$	2,065

See notes to unaudited condensed consolidated financial statements.

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HILTON GRAND VACATIONS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1: Organization and Basis of Presentation

Our Business

Hilton Grand Vacations Inc. (“Hilton Grand Vacations,” “we,” “us,” “our,” “HGV” or the “Company”) is a global timeshare company engaged in developing, marketing, selling, managing and operating timeshare resorts, timeshare plans and ancillary reservation services, primarily under the Hilton Grand Vacations brand. Our operations primarily consist of selling vacation ownership intervals and vacation ownership interests (collectively, “VOIs” or “VOI”) for ourselves and third parties; financing and servicing loans provided to consumers for their VOI purchases; operating resorts and timeshare plans; and managing our points-based Hilton Grand Vacations Club and Hilton Club exchange programs and Diamond points-based multi-resort timeshare clubs and exchange programs. During 2022, we began offering a new club membership called HGV Max across certain of our sales centers. For any customer who purchases a VOI, this membership provides the ability to use points across all properties within our network. The membership provides new destinations for existing club owners and broader vacation opportunities for new buyers. Our club offerings, including HGV Max, are collectively referred to as “Clubs”.

As of March 31, 2023, we had over 150 properties located in the United States (“U.S.”), Europe, Mexico, the Caribbean, Canada and Japan. A significant number of our properties and VOIs are concentrated in Florida, Europe, Hawaii, California, Arizona, Nevada and Virginia.

Basis of Presentation

The unaudited condensed consolidated financial statements presented herein include 100% of our assets, liabilities, revenues, expenses and cash flows as well as all entities in which we have a controlling financial interest. Our accompanying unaudited condensed consolidated financial statements reflect all adjustments, including normal recurring items, considered necessary for a fair presentation of the interim periods. All material intercompany transactions and balances have been eliminated in consolidation.

The unaudited condensed consolidated financial statements reflect our financial position, results of operations and cash flows as prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”). Certain information and footnote disclosures normally included in financial statements presented in accordance with U.S. GAAP have been omitted in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). Although we believe the disclosures made are adequate to prevent information presented from being misleading, these financial statements should be read in conjunction with the consolidated financial statements and notes thereto as of and for the year ended December 31, 2022, included in our Annual Report on Form 10-K filed with the SEC on March 1, 2023.

The determination of a controlling financial interest is based upon the terms of the governing agreements of the respective entities, including the evaluation of rights held by other interests. If the entity is considered to be a variable interest entity (“VIE”), we determine whether we are the primary beneficiary, and then consolidate those VIEs for which we have determined we are the primary beneficiary. If the entity in which we hold an interest does not meet the definition of a VIE, we evaluate whether we have a controlling financial interest through our voting interests in the entity. We consolidate entities when we own more than 50% of the voting shares of a company or otherwise have a controlling financial interest.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported and, accordingly, ultimate results could differ from those estimates. Interim results are not necessarily indicative of full year performance.

Note 2: Summary of Significant Accounting Policies

Adopted Accounting Pronouncements

On January 1, 2023, we adopted Accounting Standards Update 2022-02 (“ASU 2022-02”), Financial Instruments— Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures. ASU 2022-02 provides, under Issue 2 - Vintage Disclosures, that an entity disclose current-period gross write-offs by year of origination for financing receivables and net investments in leases. For financing receivables, the vintage disclosure is to present the amortized cost basis by credit quality indicator and class of financing receivable for the year of origination. The vintage disclosures are to be applied prospectively. The impact of adoption of ASU 2022-02 was in disclosure only and did not have an impact on our condensed consolidated financial statements. See Note 5: Timeshare Financing Receivables for additional information.

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Note 3: Revenue from Contracts with Customers

Disaggregation of Revenue

The following tables show our disaggregated revenues by product and segment from contracts with customers. We operate our business in the following two segments: (i) Real estate sales and financing and (ii) Resort operations and club management. Please refer to Note 16: Business Segments below for more details related to our segments.


($ in millions)	Three Months Ended March 31,
Real Estate Sales and Financing Segment	2023		2022
Sales of VOIs, net	$	318	$	269
Sales, marketing, brand and other fees	158		119
Interest income	66		55
Other financing revenue	8		9
Real estate sales and financing segment revenues	$	550	$	452


($ in millions)	Three Months Ended March 31,
Resort Operations and Club Management Segment	2023		2022
Club management	$	51	$	51
Resort management	80		74
Rental(1)	147		124
Ancillary services	11		12
Resort operations and club management segment revenues	$	289	$	261

(1)Excludes intersegment eliminations. See Note 16: Business Segments for additional information.

Contract Balances

Our accounts receivable that relate to our contracts with customers includes amounts associated with our contractual right to consideration for completed performance obligations and are settled when the related cash is received. Accounts receivable are recorded when the right to consideration becomes unconditional and is only contingent on the passage of time.

The following table provides information on our accounts receivable from contracts with customers which are included in Accounts receivable, net on our condensed consolidated balance sheets:


($ in millions)	March 31, 2023		December 31, 2022
Receivables	$	341	$	322

Contract liabilities include payments received or due in advance of satisfying our performance obligations. Such contract liabilities include advance deposits received on prepaid vacation packages for future stays at our resorts, deferred revenues related to sales of VOIs of projects under construction, Club activation fees and annual dues and the liability for Bonus Points awarded to our customers for purchase of VOIs at our properties or properties under our fee-for-service arrangements that may be redeemed in the future, deferred maintenance fees and other deferred revenue.

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The following table presents the composition of our contract liabilities:


($ in millions)	March 31, 2023		December 31, 2022
Contract liabilities:
Advanced deposits	$	174	$	150
Deferred sales of VOIs of projects under construction	—		3
Club dues and Club activation fees	172		76
Bonus Point incentive liability(1)	103		106
Deferred maintenance fees	40		14
Other deferred revenue	41		42

(1)As of March 31, 2023, the balance includes $52 million of bonus point incentive liabilities included in Accounts payable, accrued expenses and other on our condensed consolidated balance sheets. This liability is for incentives from VOI sales and sales and marketing expenses in conjunction with our fee-for-service arrangements.

Revenue earned for the three months ended March 31, 2023, that was included in the contract liabilities balance at December 31, 2022 was approximately $56 million.

Contract assets relate to incentive fees that can be earned for meeting certain targets on sales of VOIs at properties under our fee-for-service arrangements; however, our right to consideration is conditional upon completing the requirements of the annual incentive fee period. There were no contract assets as of March 31, 2023 and $9 million contract assets as of December 31, 2022.

Transaction Price Allocated to Remaining Performance Obligations

Transaction price allocated to remaining performance obligations represents contract revenue that has not yet been recognized. Our contracts with remaining performance obligations primarily include (i) sales of VOIs under construction, (ii) Club activation fees paid at closing of a VOI purchase, (iii) customers’ advanced deposits on prepaid vacation packages and (iv) Bonus Points that may be redeemed in the future.

The following table presents the deferred revenue, cost of VOI sales and direct selling costs from sales of VOIs related to projects under construction as of March 31, 2023 and December 31, 2022.


($ in millions)	March 31, 2023		December 31, 2022
Sales of VOIs, net	$	—	$	3
Cost of VOI sales	—		1
Sales and marketing expense	—		1

As of March 31, 2023, we have recognized all revenue, costs of VOI sales and direct selling costs previously in deferral as all projects under construction were completed in the first quarter of 2023.

The following table includes the remaining transaction price related to Advanced deposits, Club activation fees and Bonus Points incentive liability as of March 31, 2023:

($ in millions)

Remaining
Transaction Price

Recognition Period

Recognition Method

Advanced deposits

174

18 months

Upon customer stays

Club activation fees

7 years

Straight-line basis over average inventory holding period

Bonus Points incentive liability

103

18 - 30 months

Upon redemption

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Note 4: Accounts Receivable

Accounts receivable within the scope of ASC 326 are measured at amortized cost. The following table represents our accounts receivable, net of allowance for credit losses:


($ in millions)	March 31, 2023		December 31, 2022
Fee-for-service commissions	$	96	$	91
Real estate and financing	35		59
Resort and club operations	210		179
Tax receivables	73		84
Insurance claims receivable	82		81
Other receivables	7		17
Total	$	503	$	511

Our accounts receivable are generally due within one year of origination. We use delinquency status and economic factors such as credit quality indicators to monitor our receivables within the scope of ASC 326 and use these as a basis for how we develop our expected loss estimates. We have various allowances for our accounts receivable to account for fee-for-service commissions, expected losses related to sales of VOIs, trade accounts receivable, marketing packages, club dues and activation fees.

Note 5: Timeshare Financing Receivables

We define our timeshare financing receivables portfolio segments as (i) originated and (ii) acquired. On August 2, 2021, (the “Acquisition Date”), we acquired Dakota Holdings, Inc., the parent of Diamond Resorts International (“Diamond” or “Legacy-Diamond”) (the “Diamond Acquisition”). Our originated portfolio represents timeshare financing receivables that existed both prior to and following the Acquisition Date, excluding Legacy-Diamond (“Legacy-HGV”) and timeshare financing receivables originated by Legacy-Diamond subsequent to the Acquisition Date. Our acquired portfolio includes all timeshare financing receivables acquired from Legacy-Diamond as of the Acquisition Date.

The following table presents the components of each portfolio segment by class of timeshare financing receivables:


	Originated				Acquired
($ in millions)	March 31, 2023		December 31, 2022		March 31, 2023		December 31, 2022
Securitized	$	731	$	788	$	234	$	262
Unsecuritized(1)	1,066		971		429		447
Timeshare financing receivables, gross	$	1,797	$	1,759	$	663	$	709
Unamortized non-credit acquisition premium(2)	—		—		37		41
Less: allowance for financing receivables losses	(418)		(404)		(325)		(338)
Timeshare financing receivables, net	$	1,379	$	1,355	$	375	$	412

(1)Includes amounts used as collateral to secure a non-recourse revolving timeshare receivable credit facility (“Timeshare Facility”) as well as amounts held as future collateral for securitization activities.

(2)Non-credit premium of $97 million was recognized at the Acquisition Date, of which $37 million and $41 million remains unamortized as of March 31, 2023 and December 31, 2022, respectively.

As of March 31, 2023 and December 31, 2022, we had timeshare financing receivables with a carrying value of $180 million and $105 million, respectively, securing the Timeshare Facility.

We record an estimate of variable consideration for estimated defaults as a reduction of revenue from VOI sales at the time revenue is recognized on a VOI sale. We record the difference between the timeshare financing receivable and the variable consideration included in the transaction price for the sale of the related VOI as an allowance for financing receivables and record the receivable net of the allowance. During the three months ended March 31, 2023 and 2022, we recorded an adjustment to our estimate of variable consideration of $30 million and $31 million, respectively.

We recognize interest income on our timeshare financing receivables as earned. As of both March 31, 2023 and December 31, 2022, we had interest receivable outstanding of $13 million on our originated timeshare financing receivables. As of both March 31, 2023 and December 31, 2022, we had interest receivable outstanding of $4 million on our acquired timeshare financing receivables. Interest receivable is included in Other Assets within our condensed

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consolidated balance sheets. The interest rate charged on the notes correlates to the risk profile of the customer at the time of purchase and the percentage of the purchase that is financed, among other factors. As of March 31, 2023, our originated timeshare financing receivables had interest rates ranging from 1.5% to 25.8%, a weighted-average interest rate of 14.5%, a weighted-average remaining term of 8.2 years and maturities through 2038. Our acquired timeshare financing receivables had interest rates ranging from 2.0% to 25.0%, a weighted-average interest rate of 15.6%, a weighted-average remaining term of 7.3 years and maturities through 2033.

Acquired Timeshare Financing Receivables with Credit Deterioration

Our acquired timeshare financing receivables were deemed to be purchased credit deteriorated financial assets. These notes receivable were initially recognized at their purchase price, represented by the acquisition date fair value, and subsequently “grossed-up” by our acquisition date assessment of the allowance for credit losses. The difference over which par value of the acquired purchased credit deteriorated assets exceeds the purchase price plus the initial allowance for financing receivable losses is reflected as a non-credit premium and is amortized as a reduction to interest income under the effective interest method.

The fair value of our acquired timeshare financing receivables as of the Acquisition Date was determined using a discounted cash flow method, which calculated a present value of expected future risk-adjusted cash flows over the remaining term of the respective timeshare financing receivables. Consequently, the fair value of the acquired timeshare financing receivables recorded on our consolidated balance sheet as of the Acquisition Date included an estimate of expected financing receivable losses which became the historical cost basis for that portfolio going forward.

The allowance for financing receivable losses for our acquired timeshare financing receivables is remeasured at each period end and takes into consideration an estimated measure of anticipated defaults and early repayments. We consider historical Legacy-Diamond timeshare financing receivables performance and the current economic environment in the re-measurement of the allowance for financing receivable losses for our acquired timeshare financing receivables. Subsequent changes to the allowance for financing receivable losses are recorded as additions to or reversals to the provision.

Our gross acquired timeshare financing receivables as of March 31, 2023 mature as follows:


	Acquired Timeshare Financing Receivables
($ in millions)	Securitized		Unsecuritized		Total
Year
2023 (remaining nine months)	$	28	$	38	$	66
2024	31		41		72
2025	32		46		78
2026	33		50		83
2027	34		53		87
Thereafter	76		201		277
Total	$	234	$	429	$	663

Originated Timeshare Financing Receivables

Our originated timeshare financing receivables as of March 31, 2023 mature as follows:


	Originated Timeshare Financing Receivables
($ in millions)	Securitized		Unsecuritized		Total
Year
2023 (remaining nine months)	$	70	$	62	$	132
2024	94		75		169
2025	94		85		179
2026	94		94		188
2027	91		105		196
Thereafter	288		645		933
Total	$	731	$	1,066	$	1,797

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Allowance for Financing Receivables Losses

The changes in our allowance for financing receivables losses were as follows:


($ in millions)	Originated		Acquired
Balance as of December 31, 2022	$	404	$	338
Provision for financing receivables losses(1)	30		—
Write-offs	(17)		(16)
Inventory recoveries	—		4
Upgrades(2)	1		(1)
Balance as of March 31, 2023	$	418	$	325



($ in millions)	Originated		Acquired
Balance as of December 31, 2021	$	280	$	482
Provision for financing receivables losses(1)	31		—
Write-offs	(25)		(6)
Inventory recoveries	—		1
Upgrades(2)	16		(16)
Balance as of March 31, 2022	$	302	$	461

(1)Includes incremental provision for financing receivables losses, net of activity related to the repurchase of defaulted and upgraded securitized timeshare financing receivables.

(2)Represents the initial change in allowance resulting from upgrades of Acquired loans. Upgraded Acquired loans and their related allowance are included in the Originated portfolio segment.

Credit Quality of Timeshare Financing Receivables

Legacy-HGV Timeshare Financing Receivables

We evaluate this portfolio collectively for purposes of estimating variable consideration, since we hold a large group of homogeneous timeshare financing receivables which are individually immaterial. We monitor the collectability of our receivables on an ongoing basis. There are no significant concentrations of credit risk with any individual counterparty or groups of counterparties. We use a technique referred to as static pool analysis as the basis for estimating expected defaults and determining our allowance for financing receivables losses on our timeshare financing receivables. For the static pool analysis, we use certain key dimensions to stratify our portfolio, including FICO scores, equity percentage at the time of sale and certain other factors. The adequacy of the related allowance is determined by management through analysis of several factors, such as current economic conditions and industry trends, as well as the specific risk characteristics of the portfolio including assumed default rates, aging and historical write-offs of these receivables. The allowance is maintained at a level deemed adequate by management based on a periodic analysis of the mortgage portfolio.

Our gross balances by average FICO score of our Legacy-HGV timeshare financing receivables were as follows:


	Legacy-HGV Timeshare Financing Receivables
($ in millions)	March 31, 2023		December 31, 2022
FICO score
700+	$	770	$	763
600-699	274		270
<600	36		37
No score(1)	176		174
Total	$	1,256	$	1,244

(1)Timeshare financing receivables without a FICO score are primarily related to foreign borrowers.

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The following table details our gross Legacy-HGV timeshare financing receivables by the origination year and average FICO score as of March 31, 2023:


($ in millions)	2023		2022		2021		2020		2019		Prior		Total
FICO score
700+	$	96	$	292	$	126	$	45	$	80	$	131	$	770
600-699	27		103		47		16		29		52		274
<600	3		13		7		2		4		7		36
No score(1)	18		53		26		16		24		39		176
Total	$	144	$	461	$	206	$	79	$	137	$	229	$	1,256

Current period gross write-offs	$	—	$	2	$	3	$	2	$	3	$	5	$	15

(1)Timeshare financing receivables without a FICO score are primarily related to foreign borrowers.

We apply payments we receive for loans, including those in non-accrual status, to amounts due in the following order: servicing fees; interest; principal; and late charges. Once a loan is 91 days past due, we cease accruing interest and reverse the accrued interest recognized up to that point. We resume interest accrual for loans for which we had previously ceased accruing interest once the loan is less than 91 days past due. We fully reserve for a timeshare financing receivable in the month following the date that the loan is 121 days past due and, subsequently, we write off the uncollectible note against the reserve once the foreclosure process is complete and we receive the deed for the foreclosed unit.

As of March 31, 2023 and December 31, 2022, we had ceased accruing interest on timeshare financing receivables with an aggregate principal balance of $77 million and $76 million, respectively. The following tables detail an aged analysis of our gross timeshare receivables balance:


	Legacy-HGV Timeshare Financing Receivables
	March 31, 2023
($ in millions)	Securitized		Unsecuritized		Total
Current	$	585	$	573	$	1,158
31 - 90 days past due	10		11		21
91 - 120 days past due	4		3		7
121 days and greater past due	4		66		70
Total	$	603	$	653	$	1,256


	Legacy-HGV Timeshare Financing Receivables
	December 31, 2022
($ in millions)	Securitized		Unsecuritized		Total
Current	$	631	$	520	$	1,151
31 - 90 days past due	9		8		17
91 - 120 days past due	3		2		5
121 days and greater past due	4		67		71
Total	$	647	$	597	$	1,244

Legacy-Diamond Timeshare Financing Receivables

We evaluate these portfolios collectively for purposes of estimating variable consideration, since we hold a large group of homogeneous timeshare financing receivables which are individually immaterial. We monitor the collectability of our receivables on an ongoing basis. There are no significant concentrations of credit risk with any individual counterparty or groups of counterparties. We use a technique referred to as static pool analysis as the basis for estimating expected defaults and determining our allowance for financing receivables losses on our timeshare financing receivables. The adequacy of the related allowance is determined by management through analysis of several factors, such as current economic conditions and industry trends, as well as the specific risk characteristics of the portfolio including assumed default rates, aging and historical write-offs of these receivables. The allowance is maintained at a level deemed adequate by management based on a periodic analysis of the mortgage portfolio.

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Our gross balances by average FICO score of our Legacy-Diamond acquired and originated timeshare financing receivables were as follows:


	Legacy-Diamond Acquired Timeshare Financing Receivables
($ in millions)	March 31, 2023		December 31, 2022
FICO score
700+	$	345	$	373
600-699	250		265
<600	53		55
No score(1)	15		16
Total	$	663	$	709

(1)Timeshare financing receivables without a FICO score are primarily related to foreign borrowers.


	Legacy-Diamond Originated Timeshare Financing Receivables
($ in millions)	March 31, 2023		December 31, 2022
FICO score
700+	$	332	$	321
600-699	177		163
<600	27		26
No score(1)	5		5
Total	$	541	$	515

(1)Timeshare financing receivables without a FICO score are primarily related to foreign borrowers.

The following tables detail our gross Legacy-Diamond acquired and originated timeshare financing receivables by the origination year and average FICO score as of March 31, 2023:


	Legacy-Diamond Acquired Timeshare Financing Receivables
($ in millions)	2023		2022		2021		2020		2019		Prior		Total
FICO score
700+	$	—	$	—	$	61	$	74	$	89	$	121	$	345
600-699	—		—		42		47		63		98		250
<600	—		—		10		12		11		20		53
No score(1)	—		—		—		4		2		9		15
Total	$	—	$	—	$	113	$	137	$	165	$	248	$	663

Current period gross write-offs	$	—	$	—	$	1	$	2	$	6	$	7	$	16

(1)Timeshare financing receivables without a FICO score are primarily related to foreign borrowers.


	Legacy-Diamond Originated Timeshare Financing Receivables
($ in millions)	2023		2022		2021		2020		2019		Prior		Total
FICO score
700+	$	55	$	210	$	67	$	—	$	—	$	—	$	332
600-699	25		113		39		—		—		—		177
<600	3		16		8		—		—		—		27
No score(1)	1		3		1		—		—		—		5
Total	$	84	$	342	$	115	$	—	$	—	$	—	$	541

Current period gross write-offs	$	—	$	1	$	1	$	—	$	—	$	—	$	2

(1)Timeshare financing receivables without a FICO score are primarily related to foreign borrowers.

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For our Legacy-Diamond timeshare financing receivables, we apply payments we receive for loans, including those in non-accrual status, to amounts due in the following order: servicing fees; interest; principal; and late charges. Once a loan is 91 days past due, we cease accruing interest and reverse the accrued interest recognized up to that point. We resume interest accrual for loans for which we had previously ceased accruing interest once the loan is less than 91 days past due. We fully reserve for a timeshare financing receivable in the month following the date that the loan is 121 days past due and, subsequently, we write off the uncollectible note against the reserve once the foreclosure process is complete and we receive the deed for the foreclosed unit.

As of March 31, 2023 and December 31, 2022, we had ceased accruing interest on Legacy-Diamond timeshare financing receivables with an aggregate principal balance of $397 million and $377 million, respectively. The following tables detail an aged analysis of our gross timeshare receivables balance:


	Legacy-Diamond Timeshare Financing Receivables
	March 31, 2023
($ in millions)	Securitized		Unsecuritized		Total
Current	$	330	$	438	$	768
31 - 90 days past due	14		25		39
91 - 120 days past due	5		7		12
121 days and greater past due	13		372		385
Total	$	362	$	842	$	1,204

	Legacy-Diamond Timeshare Financing Receivables
	December 31, 2022
($ in millions)	Securitized		Unsecuritized		Total
Current	$	373	$	442	$	815
31 - 90 days past due	13		19		32
91 - 120 days past due	4		8		12
121 days and greater past due	13		352		365
Total	$	403	$	821	$	1,224

Note 6: Inventory

Inventory was comprised of the following:


($ in millions)	March 31, 2023		December 31, 2022
Completed unsold VOIs	$	1,293	$	1,096
Construction in process	6		62
Land, infrastructure and other	1		1
Total	$	1,300	$	1,159

The table below presents costs of sales true-ups relating to VOI products and the related impacts to the carrying value of inventory.


	Three Months Ended March 31,
($ in millions)	2023		2022
Cost of sales true-up(1)	$	16	$	7

(1)For the three months ended March 31, 2023 and 2022, respectively, the costs of sales true-up decreased costs of VOI sales and increased inventory.

The table below presents expenses incurred, recorded in Cost of VOI sales, related to granting credit to customers for their existing ownership when upgrading into fee-for service projects:


	Three Months Ended March 31,
($ in millions)	2023		2022
Cost of VOI sales related to fee-for-service upgrades	$	3	$	2

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During the three months ended March 31, 2023, we acquired a property in New York for $136 million from a third-party developer for inventory. Under the purchase agreement, there are no further inventory commitments related to this property.

Note 7: Consolidated Variable Interest Entities

As of March 31, 2023, we consolidated 9 VIEs. The activities of these entities are limited primarily to purchasing qualifying non-recourse timeshare financing receivables from us and issuing debt securities and/or borrowing under a debt facility to facilitate such purchases. The timeshare financing receivables held by these entities are not available to our creditors and are not our legal assets, nor is the debt that is securitized through these entities a legal liability to us.

We have determined that we are the primary beneficiaries of these VIEs as we have the power to direct the activities that most significantly affect their economic performance. We are also the servicer of these timeshare financing receivables and we often replace or repurchase timeshare financing receivables that are in default at their outstanding principal amounts. Additionally, we have the obligation to absorb their losses and the right to receive benefits that could be significant to them. Only the assets of our VIEs are available to settle the obligations of the respective entities.

Our condensed consolidated balance sheets included the assets and liabilities of these entities, which primarily consisted of the following:


($ in millions)	March 31, 2023		December 31, 2022
Restricted cash	$	50	$	48
Timeshare financing receivables, net	1,015		883
Non-recourse debt, net	1,095		1,003

Note 8: Investments in Unconsolidated Affiliates

As of March 31, 2023, we have 25% and 50% ownership interests in BRE Ace LLC and 1776 Holding LLC, respectively, which are VIEs. We do not consolidate BRE Ace LLC and 1776 Holding LLC because we are not the primary beneficiary. For both VIEs, our investment interests are included in the condensed balance sheets as Investments in unconsolidated affiliates, and equity earned is included in the condensed statements of operations as Equity in earnings from unconsolidated affiliates.

Our two unconsolidated affiliates have aggregated debt balances of $380 million and $393 million as of March 31, 2023 and December 31, 2022, respectively. The debt is secured by their assets and is without recourse to us. Our maximum exposure to loss as a result of our investment interests in the two unconsolidated affiliates is primarily limited to (i) the carrying amount of the investments, which totaled $75 million and $72 million as of March 31, 2023 and December 31, 2022, respectively, and (ii) receivables for commission and other fees earned under fee-for-service arrangements. See Note 15: Related Party Transactions for additional information.

Note 9: Intangible Assets

Intangible assets and related accumulated amortization were as follows:


	March 31, 2023
($ in millions)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Trade name	$	18	$	(18)	$	—
Management contracts	1,340		(260)		1,080
Club member relationships	139		(42)		97
Capitalized software	171		(104)		67
Total	$	1,668	$	(424)	$	1,244

	December 31, 2022
($ in millions)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Trade name	$	18	$	(17)	$	1
Management contracts	1,340		(230)		1,110
Club member relationships	139		(37)		102
Capitalized software	163		(99)		64
Total	$	1,660	$	(383)	$	1,277

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Amortization expense on intangible assets was $40 million and $48 million for the three months ended March 31, 2023 and 2022, respectively.

Note 10: Debt & Non-recourse Debt

Debt

The following table details our outstanding debt balance and its associated interest rates:


($ in millions)	March 31, 2023		December 31, 2022
Debt(1)
Senior secured credit facility
Term loan with a rate of 7.840%, due 2028	$	1,281	$	1,284
Revolver with a rate of 6.697%, due 2026	328		40
Senior notes with a rate of 5.000%, due 2029	850		850
Senior notes with a rate of 4.875%, due 2031	500		500
Other debt	31		29
Total debt, gross	2,990		2,703
Less: unamortized deferred financing costs and discounts(2)(3)	(50)		(52)
Total debt, net	$	2,940	$	2,651

(1)As of March 31, 2023 and December 31, 2022, weighted-average interest rates were 6.396% and 6.143%, respectively.

(2)Amount includes unamortized deferred financing costs related to our term loan and senior notes of $25 million and $19 million, respectively, as of March 31, 2023 and $26 million and $19 million, respectively, as of December 31, 2022. This amount also includes unamortized original issuance discounts of $6 million and $7 million as of March 31, 2023 and December 31, 2022, respectively.

(3)Amount does not include unamortized deferred financing costs of $4 million as of March 31, 2023 and December 31, 2022, respectively, related to our revolving facility which are included in Other assets in our condensed consolidated balance sheets.

Senior secured credit facilities

As of March 31, 2023, we had $1 million of letters of credit outstanding under the revolving credit facility and $1 million outstanding backed by cash collateral. We were in compliance with all applicable maintenance and financial covenants and ratios as of March 31, 2023. As of March 31, 2023, we have $671 million remaining borrowing capacity under the revolver facility.

We primarily use interest rate swaps as part of our interest rate risk management strategy for our variable-rate debt. These interest rate swaps are associated with the remaining available LIBOR based senior secured credit facility. Therefore, as of March 31, 2023, these interest rate swaps convert the LIBOR based variable rate on our Term Loan to average fixed rates of 1.32% per annum with maturities between 2023 and 2028, for the balance on this borrowing up to the notional values of our interest rate swaps. As of March 31, 2023, the notional values of the interest rate swaps under our Term Loan was $705 million. Our interest rate swaps have been designated and qualify as cash flow hedges of interest rate risk and recorded at their estimated fair value as an asset in Other assets in our condensed consolidated balance sheets. As of March 31, 2023 and December 31, 2022, the estimated fair value of our cash flow hedges are $51 million and $63 million, respectively. We characterize payments we make in connection with these derivative instruments as interest expense and a reclassification of accumulated other comprehensive income for presentation purposes. The following table reflects the activity in Accumulated other comprehensive income related to our derivative instruments during the three months ended March 31, 2023.


	Net unrealized gain on derivative instruments
Balance as of December 31, 2022	$	48
Other comprehensive income before reclassifications, net	(6)
Reclassification to net income	(4)
Balance as of March 31, 2023	$	38

Senior Notes due 2029 and 2031

The Senior Unsecured Notes are guaranteed on a senior unsecured basis by certain of our subsidiaries. We are in compliance with all applicable financial covenants as of March 31, 2023.

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Non-recourse Debt

The following table details our outstanding non-recourse debt balance and associated interest rates:


($ in millions)	March 31, 2023		December 31, 2022
Non-recourse debt(1)
Timeshare Facility with an average rate of 5.890%, due 2025(3)	$	175	$	98
HGV Securitized Debt with a weighted average rate of 2.711%, due 2028	37		42
HGV Securitized Debt with a weighted average rate of 3.602%, due 2032	89		98
HGV Securitized Debt with a weighted average rate of 2.431%, due 2033	92		101
HGV Securitized Debt with a weighted average rate of 4.304%, due 2034	152		168
HGV Securitized Debt with a weighted average rate of 4.826%, due 2037	242		251
HGV Securitized Debt with a weighted average rate of 3.658%, due 2039	122		134
Diamond Resorts Owner Trust 2019 with a weighted average rate of 3.255%, due 2032	77		87
Diamond Resorts Owner Trust 2021 with a weighted average rate of 2.160%, due 2033	119		134
Total non-recourse debt, gross	1,105		1,113
Less: unamortized deferred financing costs(2)	(10)		(11)
Total non-recourse debt, net	$	1,095	$	1,102

(1)As of March 31, 2023 and December 31, 2022, weighted-average interest rates were 4.026% and 3.539%, respectively.

(2)Amount relates to securitized debt only and does not include unamortized deferred financing costs of $4 million as of March 31, 2023 and December 31, 2022, respectively, relating to our Timeshare Facility included in Other Assets in our condensed consolidated balance sheets.

(3)In connection with the amended and restated Timeshare Facility executed in May 2022, the revolving commitment period of the Timeshare Facility terminates in May 2024, however the repayment maturity date extends 12 months beyond the commitment termination date to May 2025.

The Timeshare Facility is a non-recourse obligation payable solely from the pool of timeshare financing receivables pledged as collateral and related assets. As of March 31, 2023, our Timeshare Facility has a remaining borrowing capacity of $575 million.

We are required to deposit payments received from customers on the timeshare financing receivables securing the Timeshare Facility and Securitized Debt into depository accounts maintained by third parties. On a monthly basis, the depository accounts are utilized to make required principal, interest and other payments due under the respective loan agreements. The balances in the depository accounts were $50 million as of March 31, 2023 and December 31, 2022, respectively, and were included in Restricted cash in our condensed consolidated balance sheets.

Debt Maturities

The contractual maturities of our debt and non-recourse debt as of March 31, 2023 were as follows:


($ in millions)	Debt		Non-recourse Debt		Total
Year
2023 (remaining nine months)	$	13	$	196	$	209
2024	16		215		231
2025	15		333		348
2026	342		126		468
2027	13		91		104
Thereafter	2,591		144		2,735
Total	$	2,990	$	1,105	$	4,095

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Note 11: Fair Value Measurements

The carrying amounts and estimated fair values of our financial assets and liabilities were as follows:


	March 31, 2023
			Hierarchy Level
($ in millions)	Carrying Amount		Level 1		Level 3
Assets:
Timeshare financing receivables, net(1)	$	1,754	$	—	$	1,880
Liabilities:
Debt, net(2)	2,940		2,435		369
Non-recourse debt, net(2)	1,095		898		173


	December 31, 2022
			Hierarchy Level
($ in millions)	Carrying Amount		Level 1		Level 3
Assets:
Timeshare financing receivables, net(1)	$	1,767	$	—	$	1,910
Liabilities:
Debt, net(2)	2,651		2,413		76
Non-recourse debt, net(2)	1,102		957		97

(1)Carrying amount net of allowance for financing receivables losses.

(2)Carrying amount net of unamortized deferred financing costs and discount.

Our estimates of the fair values were determined using available market information and appropriate valuation methods. Considerable judgment is necessary to interpret market data and develop the estimated fair values. The table above excludes cash and cash equivalents, restricted cash, accounts receivable, accounts payable, advance deposits and accrued liabilities, all of which had fair values approximating their carrying amounts due to the short maturities and liquidity of these instruments.

The estimated fair values of our originated and acquired timeshare financing receivables were determined using a discounted cash flow model. Our model incorporates default rates, coupon rates, credit quality and loan terms respective to the portfolio based on current market assumptions for similar types of arrangements.

The estimated fair value of our Level 2 derivative financial instruments was determined utilizing projected future cash flows discounted based on an expectation of future interest rates derived from observable market interest rate curves and market volatility. Refer to Note 10: Debt and Non-recourse Debt above.

The estimated fair value of our Level 1 debt and non-recourse debt were based on prices in active debt markets. The estimated fair value of our Level 3 debt and non-recourse debt were based on the following:

•Debt – based on indicative quotes obtained for similar issuances and projected future cash flows discounted at risk-adjusted rates

•Non-recourse debt – based on projected future cash flows discounted at risk-adjusted rates.

Note 12: Income Taxes

The effective tax rate for the three months ended March 31, 2023 and 2022 was approximately 19% and 28%, respectively. The effective tax rate decrease year over year is due to the change in earnings mix of our worldwide income and discrete items in the quarter, primarily unrecognized tax benefits. The difference between our effective tax rate as compared to the U.S. statutory federal tax rate of 21% is primarily due to the benefit of discrete items including share-based compensation and unrecognized tax benefits in the quarter, which offset the impact of state and foreign income taxes.

Note 13: Share-Based Compensation

Stock Plan

We issue restricted stock units (“Service RSUs”), nonqualified stock options (“Options”), and time and performance-vesting restricted stock units (“Performance RSUs”) to certain employees and directors. We recognized share-

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based compensation expense of $10 million and $11 million for the three months ended March 31, 2023 and 2022, respectively.

As of March 31, 2023, unrecognized compensation costs for unvested awards were approximately $70 million, which is expected to be recognized over a weighted average period of 1.8 years. As of March 31, 2023, there were 1,818,645 shares of common stock available for future issuance under this plan.

Service RSUs

During the three months ended March 31, 2023, we issued 491,426 Service RSUs with a grant date fair value of $49.14, which generally vest in equal annual installments over three years from the date of grant.

Options

During the three months ended March 31, 2023, we granted 301,215 Options with an exercise price of $49.14, which generally vest over three years from the date of the grant.

The weighted-average grant date fair value of these options was $24.78, which was determined using the Black-Scholes-Merton option-pricing model with the assumptions included in the table below. Expected volatility is calculated using the historical volatility of our share price. Risk-free rate is based on the Treasury Constant Maturity Rate closest to the expected life as of the grant date. Expected term is estimated using the vesting period and contractual term of the Options.


Expected volatility	46.8	%
Dividend yield (1)	—	%
Risk-free rate	4.2	%
Expected term (in years)	6.0

(1)At the date of grant we had no plans to pay dividends during the expected term of these options.

As of March 31, 2023, we had 1,824,886 Options outstanding that were exercisable.

Performance RSUs

During the three months ended March 31, 2023, we issued 119,887 Performance RSUs with a grant date fair value of $49.14. The Performance RSUs are settled at the end of a 3-year performance period, with 50% of the Performance RSUs subject to achievement based on the Company’s adjusted earnings before interest expense, taxes and depreciation and amortization further adjusted for net deferral and recognition of revenues and related direct expenses related to sales of VOIs of projects under construction. The remaining 50% of the Performance RSUs are subject to the achievement of certain contract sales targets.

Compensation expense will be recorded through the end of the performance period if it is deemed probable that the performance goals will be met. If the performance goals are not met, no compensation cost will be recognized and any previously recognized compensation cost will be reversed.

Employee Stock Purchase Plan

In March 2017, the Board of Directors adopted the Hilton Grand Vacations Inc. Employee Stock Purchase Plan (the “ESPP”), which became effective during 2017. In connection with the ESPP, we issued 2.5 million shares of common stock which may be purchased under the ESPP. The ESPP allows eligible employees to purchase shares of our common stock at a price per share not less than 95% of the fair market value per share of common stock on the purchase date, up to a maximum threshold established by the plan administrator for the offering period. During the three months ended March 31, 2022, we recognized less than $1 million of compensation expense related to this plan.

During fourth quarter of 2022, the Board of Directors amended the ESPP plan to allow eligible employees to purchase shares of our common stock at a price per share not less than 85% of the fair market value per share of common stock on the first day of the Purchase Period or the last day of the Purchase Period, whichever is lower, up to a maximum threshold established by the plan administrator for the offering period. The amendment became effective in 2023. During the three months ended March 31, 2023, we recognized less than $1 million of compensation expense related to this plan.

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Note 14: Earnings Per Share

The following tables present the calculation of our basic and diluted earnings per share (“EPS”) and the corresponding weighted average shares outstanding referenced in these calculations for the three months ended March 31, 2023 and 2022, respectively.


	Three Months Ended March 31,
($ and shares outstanding in millions, except per share amounts)	2023		2022
Basic EPS:
Numerator:
Net income	$	73	$	51
Denominator:
Weighted average shares outstanding	113		120
Basic EPS(1)	$	0.65	$	0.42
Diluted EPS:
Numerator:
Net income	$	73	$	51
Denominator:
Weighted average shares outstanding	114		122
Diluted EPS(1)	$	0.64	$	0.42

(1)Earnings per share amounts are calculated using whole numbers.

The dilutive effect of outstanding share-based compensation awards is reflected in diluted earnings per common share by application of the treasury stock method using average market prices during the period. For the three months ended March 31, 2023, and 2022, we excluded 699,357 and 338,109, respectively, of share-based compensation awards, because their effect would have been anti-dilutive under the treasury stock method.

Share Repurchases

On May 4, 2022, our Board of Directors approved a share repurchase program authorizing the Company to repurchase up to an aggregate of $500 million of its outstanding shares of common stock over a two-year period. The following table summarizes stock repurchase activity under the share repurchase program as of March 31, 2023:


(in millions)	Shares	Cost
As of December 31, 2022	7	$	272
Repurchases	2	85
As of March 31, 2023	9	$	357

From April 1, 2023 through April 21, 2023, we repurchased 1.3 million shares for $60 million. As of April 21, 2023, we had $83 million of remaining availability under the share repurchase program.

Note 15: Related Party Transactions

BRE Ace LLC and 1776 Holding, LLC

We hold a 25% ownership interest in BRE Ace LLC, a VIE, which owns a timeshare resort property and related operations, commonly known as “Elara, by Hilton Grand Vacations.”

We hold a 50% ownership interest in 1776 Holding, LLC, a VIE, which owns a timeshare resort property and related operations, known as “Liberty Place Charleston, by Hilton Club.”

We record Equity in earnings from our unconsolidated affiliates in our condensed consolidated statements of operations. See Note 8: Investments in Unconsolidated Affiliates for additional information. Additionally, we earn commissions and other fees related to fee-for-service agreements with the investees to sell VOIs at Elara, by Hilton Grand Vacations and Liberty Place Charleston, by Hilton Club. These amounts are summarized in the following table and are included in Sales, marketing, brand, and other fees on our condensed consolidated statements of operations as of the date they became related parties.

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	Three Months Ended March 31,
($ in millions)	2023		2022
Equity in earnings from unconsolidated affiliates	$	3	$	3
Commissions and other fees	$	52	$	33

We also had $27 million and $23 million of outstanding receivables related to the fee-for-service agreements included in Accounts receivable, net on our condensed consolidated balance sheets as of March 31, 2023 and December 31, 2022, respectively.

Note 16: Business Segments

We operate our business through the following two segments:

•Real estate sales and financing – We market and sell VOIs that we own. We also source VOIs through fee-for-service agreements with third-party developers. Related to the sales of the VOIs that we own, we provide consumer financing, which includes interest income generated from the origination of consumer loans to customers to finance their purchase of VOIs and revenue from servicing the loans. We also generate fee revenue from servicing the loans provided by third-party developers to purchasers of their VOIs.

•Resort operations and club management – We manage the Clubs and earn activation fees, annual dues and transaction fees from member exchanges for other vacation products. We also earn fees for managing the timeshare properties. We generate rental revenue from unit rentals of unsold inventory and inventory made available due to ownership exchanges under our Club programs. We also earn revenue from food and beverage, retail and spa outlets at our timeshare properties.

The performance of our operating segments is evaluated primarily based on adjusted earnings before interest expense (excluding non-recourse debt), taxes, depreciation and amortization (“EBITDA”). We define Adjusted EBITDA as EBITDA, further adjusted to exclude certain items, including, but not limited to, gains, losses and expenses in connection with: (i) other gains, including asset dispositions and foreign currency transactions; (ii) debt restructurings/retirements; (iii) non-cash impairment losses; (iv) share-based and other compensation expenses; and (v) other items, including but not limited to costs associated with acquisitions, restructuring, amortization of premiums and discounts resulting from purchase accounting, and other non-cash and one-time charges.

We do not include equity in earnings (losses) from unconsolidated affiliates in our measures of segment operating performance.

The following table presents revenues for our reportable segments reconciled to consolidated amounts:


	Three Months Ended March 31,
($ in millions)	2023		2022
Revenues:
Real estate sales and financing	$	550	$	452
Resort operations and club management(1)	302		268
Total segment revenues	852		720
Cost reimbursements	95		66
Intersegment eliminations(1)	(13)		(7)
Total revenues	$	934	$	779

(1)Includes charges to the Real estate sales and financing segment from the Resort operations and club management segment for fulfillment of discounted marking package stays at resorts. These charges totaled $13 million and $7 million for the three months ended March 31, 2023 and 2022, respectively.

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The following table presents Adjusted EBITDA for our reportable segments reconciled to net income:


	Three Months Ended March 31,
($ in millions)	2023		2022
Adjusted EBITDA:
Real estate sales and financing(1)	$	169	$	153
Resort operations and club management(1)	109		101
Segment Adjusted EBITDA	278		254
Acquisition and integration-related expense	(17)		(13)
General and administrative	(42)		(42)
Depreciation and amortization	(51)		(60)
License fee expense	(30)		(25)
Other gain, net	1		1
Interest expense	(44)		(33)
Income tax expense	(17)		(20)
Equity in earnings from unconsolidated affiliates	3		3
Impairment expense	—		(3)
Other adjustment items(2)	(8)		(11)
Net income	$	73	$	51

(1)Includes intersegment transactions. Refer to our table presenting revenues by reportable segment above for additional discussion.

(2)For the three months ended March 31, 2023 and 2022, this amount includes costs associated with stock-based compensation, restructuring, one-time charges and other non-cash items included within our reportable segments.

Note 17: Commitments and Contingencies

Commitments

We have entered into certain arrangements with developers whereby we have committed to purchase vacation ownership units or other real estate at a future date to be marketed and sold under our Hilton Grand Vacations brand. As of March 31, 2023, we were committed to purchase approximately $57 million of inventory over a period of two years and $12 million of other commitments in the normal course of business. We are also committed to an agreement to exchange parcels of land in Hawaii, subject to the successful completion of zoning, land use requirements and other applicable regulatory requirements. The actual amount and timing of the acquisitions are subject to change pursuant to the terms of the respective arrangements, which could also allow for cancellation in certain circumstances.

During the three months ended March 31, 2023, we fulfilled $136 million of purchases required under our inventory commitments. As of March 31, 2023, our remaining obligations pursuant to these arrangements were expected to be incurred as follows:


($ in millions)	2023		2024		2025		2026		2027		Thereafter		Total
Inventory purchase obligations(1)	$	—	$	57	$	—	$	—	$	—	$	—	$	57
Other commitments(2)	8		4		—		—		—		—		12
Total	$	8	$	61	$	—	$	—	$	—	$	—	$	69

(1)Includes commitments for properties in South Carolina and Japan.

(2)Primarily relates to commitments related to information technology and sponsorships.

Litigation Contingencies

We are involved in litigation arising from the normal course of business, some of which include claims for substantial sums. We evaluate these legal proceedings and claims at each balance sheet date to determine the degree of probability of an unfavorable outcome and, when it is probable that a liability has been incurred, our ability to reasonably estimate the amount of loss. We record a contingent litigation liability when it is determined that it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated.

As of March 31, 2023, we accrued liabilities of approximately $118 million for all legal matters. Approximately $98 million of these accrued liabilities relate to a judgment entered against Diamond in March 2022 in connection with a

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case filed in 2015 that was not deemed probable and estimable as of the Acquisition Date. This matter is subject to insurance coverage, and as a result, we recorded an insurance claim receivable of $81 million within Accounts receivable, net in our condensed consolidated balance sheet.

While we currently believe that the ultimate outcome of these proceedings, individually and in the aggregate, will not have a material effect on the Company’s financial condition, cash flows, or materially adversely affect overall trends in our results of operations, legal proceedings are inherently uncertain and unfavorable rulings could, individually or in aggregate, have a material adverse effect on the Company’s business, financial condition or results of operations.

Surety Bonds

We utilize surety bonds related to the sales of VOIs in order to meet regulatory requirements of certain states. The availability, terms and conditions and pricing of such bonding capacity are dependent on, among other things, continued financial strength and stability of the insurance company affiliates providing the bonding capacity, general availability of such capacity and our corporate credit rating. We have commitments from surety providers in the amount of $344 million as of March 31, 2023, which primarily consist of escrow and subsidy related bonds.

Note 18: Subsequent Events

Management has evaluated all subsequent events through April 27, 2023, the date the condensed consolidated financial statements were available to be issued. The results of management’s analysis indicated no significant subsequent events have occurred that required consideration or adjustments to our disclosures in the unaudited financial statements.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and with our Annual Report on Form 10-K for the year ended December 31, 2022.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements convey management’s expectations as to the future of HGV, and are based on management’s beliefs, expectations, assumptions and such plans, estimates, projections and other information available to management at the time HGV makes such statements. Forward-looking statements include all statements that are not historical facts and may be identified by terminology such as the words “outlook,” “believe,” “expect,” “potential,” “goal,” “continues,” “may,” “will,” “should,” “could,” “would,” “seeks,” “approximately,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” “future,” “guidance,” “target,” or the negative version of these words or other comparable words, although not all forward-looking statements may contain such words. The forward-looking statements contained in this Quarterly Report on Form 10-Q include statements related to HGV’s revenues, earnings, taxes, cash flow and related financial and operating measures, and expectations with respect to future operating, financial and business performance, and other anticipated future events and expectations that are not historical facts.

HGV cautions you that our forward-looking statements involve known and unknown risks, uncertainties and other factors, including those that are beyond HGV’s control, which may cause the actual results, performance or achievements to be materially different from the future results. Any one or more of these risks or uncertainties could adversely impact HGV’s operations, revenue, operating profits and margins, key business operational metrics discussed under “—Operational Metrics” below, financial condition or credit rating.

For additional information regarding factors that could cause HGV’s actual results to differ materially from those expressed or implied in the forward-looking statements in this Quarterly Report on Form 10-Q, please see the risk factors discussed in “Part I—Item 1A. Risk Factors” and the Summary of Risk Factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as supplemented and updated by the risk factors described from time to time in other periodic reports that we file with the SEC. There may be other risks and uncertainties that we are unable to predict at this time or that we currently do not expect to have a material adverse effect on our business. Except for HGV’s ongoing obligations to disclose material information under the federal securities laws, we undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments, changes in management’s expectations, or otherwise.

Terms Used in this Quarterly Report on Form 10-Q

Except where the context requires otherwise, references in this Quarterly Report on Form 10-Q to “Hilton Grand Vacations,” “HGV,” “the Company,” “we,” “us” and “our” refer to Hilton Grand Vacations Inc., together with its consolidated subsidiaries. Except where the context requires otherwise, references to our “properties” or “resorts” refer to the timeshare properties that we manage or own. Of these resorts and units, a portion is directly owned by us or joint ventures in which we have an interest; and the remaining resorts and units are owned by our third-party owners.

“Developed” refers to VOI inventory that is sourced from projects developed by HGV.

“Fee for service” refers to VOI inventory that we sell and manage on behalf of third-party developers.

“Just-in-time” refers to VOI inventory that is primarily sourced in transactions that are designed to closely correlate the timing of the acquisition by us with our sale of that inventory to purchasers.

“Points-based” refers to VOI sales that are backed by physical real estate that is contributed to a trust.

“VOI” refers to vacation ownership intervals and interests.

"Collections" refers to the acquired portfolio of resort properties included in Diamond's single- and multi-use trusts.

Non-GAAP Financial Measures

This Quarterly Report on Form 10-Q includes discussion of terms that are not recognized terms under U.S. Generally Accepted Accounting Principles (“U.S. GAAP”), and financial measures that are not calculated in accordance with U.S. GAAP, including earnings before interest expense (excluding interest expense relating to our non-recourse debt), taxes and depreciation and amortization (“EBITDA”) and Adjusted EBITDA.

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Operational Metrics

This Quarterly Report on Form 10-Q includes discussion of key business operational metrics including contract sales, sales revenue, real estate profit, tour flow, and volume per guest (“VPG”).

See “Key Business and Financial Metrics and Terms Used by Management” and “Results of Operations” for a discussion of the meanings of these terms, the Company’s reasons for providing non-GAAP financial measures, and reconciliations of non-GAAP financial measures to measures calculated in accordance with U.S. GAAP.

Overview

Our Business

We are a global timeshare company engaged in developing, marketing, selling, managing and operating timeshare resorts, timeshare plans and ancillary reservation services, primarily under the Hilton Grand Vacations brand. Our operations primarily consist of: selling vacation ownership intervals and vacation ownership interests (collectively, “VOIs” or “VOI”) for us and third parties; financing and servicing loans provided to consumers for their timeshare purchases; operating resorts and timeshare plans; and managing our points-based Hilton Grand Vacations Club and Hilton Club exchange programs and the Diamond points-based multi-resort timeshare clubs and exchange programs.

During 2022, we began offering a new club membership called HGV Max across certain of our sales centers. For any customer who purchases a VOI, this membership provides the ability to use points across all properties within our network. The membership provides new destinations for existing club owners and broader vacation opportunities for new buyers. It also combines the best benefits from our existing programs, new travel benefits, Hilton hotel discounts and benefits and alternative experiential options available to HGV Max owners. Our club offerings, including HGV Max, are collectively referred to as “Clubs”.

As of March 31, 2023, we have over 150 properties located in the United States (“U.S.”), Europe, Mexico, the Caribbean, Canada, and Japan. A significant number of our properties and VOIs are concentrated in Florida, Europe, Hawaii, California, Arizona, Nevada and Virginia and feature spacious, condominium-style accommodations with superior amenities and quality service. As of March 31, 2023, we had approximately 519,000 members across our club offerings. Based on the type of Club membership, members have the flexibility to exchange their VOIs for stays at any Hilton Grand Vacations resort, any property in the Hilton system of 19 industry-leading brands across approximately 7,000 properties, or affiliated properties, as well as numerous experiential vacation options, such as cruises and guided tours, or they have the option to exchange their VOI for various other timeshare resorts throughout the world through an external exchange program.

Our Segments

We operate our business across two segments: (1) Real estate sales and financing; and (2) Resort operations and club management.

Real Estate Sales and Financing

Our primary product includes the marketing and selling of fee-simple VOIs deeded in perpetuity and right to use real estate interests, developed either by us or by third parties. This ownership interest is an interest in real estate generally equivalent to one week on an annual or biennial basis, at the timeshare resort in which the VOI is located. Traditionally, timeshare operators have funded 100% of the investment necessary to acquire land and construct timeshare properties. We source VOIs through developed properties and fee-for-service and just-in-time agreements with third-party developers and have focused our inventory strategy on developing an optimal inventory mix. The fee-for-service agreements enable us to generate fees from the sales and marketing of the VOIs and Club memberships and from the management of the timeshare properties without requiring us to fund acquisition and construction costs. The just-in-time agreements enable us to source VOI inventory in a manner that allows us to correlate the timing of acquisition of the inventory with the sale to purchasers. Sales of owned, including just-in-time, inventory generally result in greater Adjusted EBITDA contributions, while fee-for-service sales require less initial investment and allow us to accelerate our sales growth. Both sales of owned inventory and fee-for-service sales generate long-term, predictable fee streams, by adding to the Club membership base and properties under management, that generate strong returns on invested capital.

Another one of our products is the marketing and selling of beneficial interests in one of our Collections, which are represented by an annual or biennial allotment of points that can be utilized for vacations at any of the resorts in that Collection. In general, purchasers of a VOI in a collection do not acquire a direct ownership interest in the resort properties in the Collection. Rather for each Collection, one or more trustees hold legal title to the deeded fee simple real estate interests or the functional equivalent, or, in some cases, leasehold real estate interests for the benefit of the respective Collection’s association members in accordance with the applicable agreements.

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For the three months ended March 31, 2023, sales from fee-for-service and just-in-time inventory were 33%, and 17% of contract sales, respectively. See “Key Business and Financial Metrics and Terms Used by Management — Real Estate Sales Operating Metrics” for additional discussion of contract sales. The estimated contract sales value related to our inventory that is currently available for sale at open or soon-to-be open projects and inventory at new or existing projects that will become available for sale in the future upon registration, delivery or construction is $11.7 billion at current pricing. Capital efficient arrangements, comprised of our fee-for-service and just-in-time inventory, represented approximately 38% of that supply. We believe that the visibility into our long-term supply allows us to efficiently manage inventory to meet predicted sales, reduce capital investments, minimize our exposure to the cyclicality of the real estate market and mitigate the risks of entering into new markets.

We sell our vacation ownership products primarily through our distribution network of both-in-market and off-site sales centers. Our products are currently marketed for sale throughout the United States, Mexico, Canada, Europe, and Japan. We operate sales distribution centers in major markets and popular leisure destinations with year-round demand and a history of being a friendly environment for vacation ownership. We have over 50 sales distribution centers in various domestic and international locations. Our marketing and sales activities are based on targeted direct marketing and a highly personalized sales approach. We use targeted direct marketing to reach potential members who are identified as having the financial ability to pay for our products, are frequent leisure travelers, and have an affinity with our brands. Tour flow quality impacts key metrics such as close rate and VPG, defined in “Key Business and Financial Metrics and Terms Used by Management—Real Estate Sales Operating Metrics.” Additionally, the quality of tour flow impacts sales revenue and the collectability of our timeshare financing receivables. For the three months ended March 31, 2023, 69% of our contract sales were to our existing owners, compared to 73% for the three months ended March 31, 2022.

We provide financing for members purchasing our developed and acquired inventory and generate interest income on the loans. Our timeshare financing receivables are collateralized by the underlying VOIs and are generally structured as 10-year, fully-amortizing loans that bear a fixed interest rate typically ranging from 2.5% to 25% per annum. Financing propensity was 59% and 65% for the three months ended March 31, 2023 and 2022, respectively. We calculate financing propensity as contract sales volume of financed contracts originated in the period divided by contract sales volume of all contracts originated in the period.

The interest rate on our loans is determined by, among other factors, the amount of the down payment, the borrower’s credit profile and the loan term. The weighted-average FICO score for loans to U.S. and Canadian borrowers at the time of origination were as follows:


	Three Months Ended March 31,
	2023	2022
Weighted-average FICO score	737	740

Prepayment is permitted without penalty. When a member defaults, we ultimately return their VOI to inventory for resale and that member no longer participates in our Clubs.

Some of our timeshare financing receivables have been pledged as collateral in our securitization transactions, which have in the past and may in the future provide funding for our business activities. In these securitization transactions, special purpose entities are established to issue various classes of debt securities which are generally collateralized by a single pool of assets consisting of timeshare financing receivables that we service and related cash deposits. For additional information see Note 5: Timeshare Financing Receivables in our condensed consolidated financial statements.

In addition, we earn fees from servicing our securitized timeshare financing receivables and the loans provided by third-party developers of our fee-for-service projects to purchasers of their VOIs.

Resort Operations and Club Management

We enter into management agreements with the HOAs of the timeshare resorts developed by us or a third party. Each of the HOAs is governed by a board of directors comprised of owner and developer representatives that are charged with ensuring the resorts are well-maintained and financially stable. Our services include day-to-day operations of the resorts, maintenance of the resorts, preparation of books and financial records including reports, budgets and projections, arranging for annual audits and maintenance fee billing and collections and personal employment training and oversight. Our HOA management agreements provide for a cost-plus management fee, which means we generally earn a fee equal to 10% to 15% of the costs to operate the applicable resort. As a result, the fees we earn are highly predictable due to the relatively fixed nature of resort operating expenses and our management fees are unaffected by changes in rental rate or occupancy. We are also reimbursed for the costs incurred to perform our services, principally related to personnel providing on-site services. The original terms of our management agreements typically range from three to five years and

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the agreements are subject to periodic renewal for one to three-year periods. Many of these agreements renew automatically unless either party provides advance notice of termination before the expiration of the term. Since our inception, none of the management agreements relating to our owned or fee-for-service properties have been terminated or lapsed.

We also manage and operate the Clubs and exchange programs. When owners purchase a VOI, they are generally enrolled in a Club which allows the member to exchange their points for a number of vacation options. In addition to an annual membership fee, Club members pay incremental fees depending on exchanges they choose within the Club system.

We rent unsold VOI inventory, third-party inventory and inventory made available due to ownership exchanges through our club programs. We earn a fee from rentals of third-party inventory. Additionally, we provide ancillary offerings including food and beverage, retail and spa offerings at these timeshare properties.

Key Business and Financial Metrics and Terms Used by Management

Real Estate Sales Operating Metrics

We measure our performance using the following key operating metrics:

•Contract sales represents the total amount of VOI products (fee-for-service, just-in-time, developed, and points-based) under purchase agreements signed during the period where we have received a down payment of at least 10% of the contract price. Contract sales differ from revenues from the Sales of VOIs, net that we report in our condensed consolidated statements of operations due to the requirements for revenue recognition, as well as adjustments for incentives. While we do not record the purchase price of sales of VOI products developed by fee-for-service partners as revenue in our condensed consolidated financial statements, rather recording the commission earned as revenue in accordance with U.S. GAAP, we believe contract sales to be an important operational metric, reflective of the overall volume and pace of sales in our business and believe it provides meaningful comparability of our results to the results of our competitors which may source their VOI products differently.

We believe that the presentation of contract sales on a combined basis (fee-for-service, just-in-time, developed and points-based) is most appropriate for the purpose of the operating metric; additional information regarding the split of contract sales, is included in “—Real Estate” below.

•Sales revenue represents Sales of VOIs, net, commissions and brand fees earned from the sale of fee-for-service intervals.

•Real estate profit represents sales revenue less the cost of VOI sales, sales and marketing costs, net of marketing revenue. Real estate margin percentage is calculated by dividing real estate margin by sales revenue. We consider this to be an important operating measure because it measures the efficiency of our sales and marketing spending and management of inventory costs.

•Tour flow represents the number of sales presentations given at our sales centers during the period.

•Volume per guest (“VPG”) represents the sales attributable to tours at our sales locations and is calculated by dividing contract sales, excluding telesales, by tour flow. We consider VPG to be an important operating measure because it measures the effectiveness of our sales process, combining the average transaction price with the closing rate.

EBITDA and Adjusted EBITDA

EBITDA, presented herein, is a financial measure that is not recognized under U.S. GAAP that reflects net income, before interest expense (excluding non-recourse debt), a provision for income taxes and depreciation and amortization.

Adjusted EBITDA, presented herein, is calculated as EBITDA, as previously defined, further adjusted to exclude certain items, including, but not limited to, gains, losses and expenses in connection with: (i) other gains, including asset dispositions and foreign currency transactions; (ii) debt restructurings/retirements; (iii) non-cash impairment losses; (iv) share-based and other compensation expenses; and (v) other items, including but not limited to costs associated with acquisitions, restructuring, amortization of premiums and discounts resulting from purchase accounting, and other non-cash and one-time charges.

EBITDA and Adjusted EBITDA are not recognized terms under U.S. GAAP and should not be considered as alternatives to net income or other measures of financial performance or liquidity derived in accordance with U.S. GAAP. In addition, our definitions of EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures of other companies.

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We believe that EBITDA and Adjusted EBITDA provide useful information to investors about us and our financial condition and results of operations for the following reasons: (i) EBITDA and Adjusted EBITDA are among the measures used by our management team to evaluate our operating performance and make day-to-day operating decisions; and (ii) EBITDA and Adjusted EBITDA are frequently used by securities analysts, investors and other interested parties as a common performance measure to compare results or estimate valuations across companies in our industry.

EBITDA and Adjusted EBITDA have limitations as analytical tools and should not be considered either in isolation or as a substitute for net income, cash flow or other methods of analyzing our results as reported under U.S. GAAP. Some of these limitations are:

•EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs;

•EBITDA and Adjusted EBITDA do not reflect our interest expense (excluding interest expense on non-recourse debt), or the cash requirements necessary to service interest or principal payments on our indebtedness;

•EBITDA and Adjusted EBITDA do not reflect our tax expense or the cash requirements to pay our taxes;

•EBITDA and Adjusted EBITDA do not reflect historical cash expenditures or future requirements for capital expenditures or contractual commitments;

•EBITDA and Adjusted EBITDA do not reflect the effect on earnings or changes resulting from matters that we consider not to be indicative of our future operations;

•EBITDA and Adjusted EBITDA do not reflect any cash requirements for future replacements of assets that are being depreciated and amortized; and

•EBITDA and Adjusted EBITDA may be calculated differently from other companies in our industry limiting their usefulness as comparative measures.

Because of these limitations, EBITDA and Adjusted EBITDA should not be considered as discretionary cash available to us to reinvest in the growth of our business or as measures of cash that will be available to us to meet our obligations.

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Results of Operations

Three Months Ended March 31, 2023 Compared with the Three Months Ended March 31, 2022

Segment Results

The following tables present our revenues by segment. We do not include equity in earnings (losses) from unconsolidated affiliates in our measures of segment operating performance.


	Three Months Ended March 31,				Variance
($ in millions)	2023		2022		$		%
Revenues:
Real estate sales and financing	$	550	$	452	$	98	21.7
Resort operations and club management	302		268		34		12.7
Total segment revenues	852		720		132		18.3
Cost reimbursements	95		66		29		43.9
Intersegment eliminations(1)	(13)		(7)		(6)		85.7
Total revenues	$	934	$	779	$	155	19.9

(1)Refer to Note 16: Business Segments in our condensed consolidated financial statements for details on the intersegment eliminations.

We evaluate our business segment operating performance using segment Adjusted EBITDA, as described in Note 16: Business Segments in our condensed consolidated financial statements. For a discussion of our definition of EBITDA and Adjusted EBITDA, how management uses them to manage our business and material limitations on their usefulness, refer to “—Key Business and Financial Metrics and Terms Used by Management—EBITDA and Adjusted EBITDA.” The following table reconciles net income, our most comparable U.S. GAAP financial measure, to EBITDA and Adjusted EBITDA:


	Three Months Ended March 31,				Variance
($ in millions)	2023		2022		$		%
Net income	$	73	$	51	$	22	43.1
Interest expense	44		33		11		33.3
Income tax expense	17		20		(3)		(15.0)
Depreciation and amortization	51		60		(9)		(15.0)

EBITDA	185		164		21		12.8
Other gain, net	(1)		(1)		—		—
Share-based compensation expense	10		11		(1)		(9.1)
Impairment expense	—		3		(3)		(100.0)
Acquisition and integration-related expense	17		13		4		30.8
Other adjustment items(1)	7		12		(5)		(41.7)
Adjusted EBITDA	$	218	$	202	$	16	7.9

(1)These amounts include costs associated with restructuring, one-time charges, the amortization of premiums resulting from purchase accounting and other non-cash items.

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The following table reconciles our segment Adjusted EBITDA to Adjusted EBITDA:


	Three Months Ended March 31,				Variance
($ in millions)	2023		2022		$		%
Adjusted EBITDA:
Real estate sales and financing(1)	$	169	$	153	$	16	10.5
Resort operations and club management(1)	109		101		8		7.9
Adjustments:
Adjusted EBITDA from unconsolidated affiliates	3		3		—		—
License fee expense	(30)		(25)		(5)		20.0
General and administrative(2)	(33)		(30)		(3)		10.0
Adjusted EBITDA	$	218	$	202	$	16	7.9

(1)Includes intersegment transactions, share-based compensation, depreciation and other adjustments attributable to the segments.

(2)Excludes segment related share-based compensation, depreciation and other adjustment items.

Real Estate Sales and Financing

In accordance with Accounting Standards Codification Topic 606, “Revenue from Contracts with Customers” (“ASC 606”), revenue and the related costs to fulfill and acquire the contract (“direct costs”) from sales of VOIs under construction are deferred until the point in time when construction activities are deemed to be completed. The real estate sales and financing segment is impacted by construction related deferral and recognition activity. In periods where Sales of VOIs and related direct costs of projects under construction are deferred, margin percentages will generally contract as the indirect marketing and selling costs associated with these sales are recognized as incurred in the current period. In periods where previously deferred Sales of VOIs and related direct costs are recognized upon construction completion, margin percentages will generally expand as the indirect marketing and selling costs associated with these sales were recognized in prior periods.

The following table represents deferrals and recognitions of Sales of VOI revenue and direct costs for properties under construction:


	Three Months Ended March 31,				Variance
($ in millions)	2023		2022		$
Sales of VOIs (deferrals)	$	—	$	(42)	$	42
Sales of VOIs recognitions	4		—		4
Net Sales of VOIs (deferrals) recognitions	4		(42)		46
Cost of VOI sales (deferrals)	—		(13)		13
Cost of VOI sales recognitions	1		—		1
Net Cost of VOI sales (deferrals) recognitions	1		(13)		14
Sales and marketing expense (deferrals)	—		(7)		7
Sales and marketing expense recognitions	1		—		1
Net Sales and marketing expense (deferrals) recognitions	1		(7)		8
Net construction (deferrals) recognitions	$	2	$	(22)	$	24

Real estate sales and financing segment revenues increased by $98 million for the three months ended March 31, 2023, compared to the same period in 2022, primarily due to an $87 million increase in VOI sales and commissions earned on sales of fee-for-service properties resulting from increased tours and availability of new inventory compared to the same period in 2022. In addition, there was a $10 million increase in financing revenue primarily related to an increase in our loan portfolio and an increase in the weighted average interest rate.

Real estate sales and financing Adjusted EBITDA increased by $16 million for the three months ended March 31, 2023, compared to the same period in 2022, primarily due to the revenue increases discussed above.

Refer to “—Real Estate” and “—Financing” for further discussion on the revenues and expenses of the Real estate sales and financing segment.

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Resort Operations and Club Management

Resort operations and club management segment revenues increased by $34 million for the three months ended March 31, 2023, compared to the same period in 2022, primarily due to an increase in rental revenue. The rental revenue increase was driven primarily by an increase in the average nightly rates charged as well as an increase in occupied room nights compared to the same period in 2022. The additional increase in Resort operations and club management revenue was due to an increase in resort management revenue, primarily driven by an increase in fees.

Resort operations and club management segment adjusted EBITDA increased by $8 million for the three months ended March 31, 2023, compared to the same period in 2022, primarily due to the increase in Resort and club management and rental revenues described above, partially offset by an increase in resort and club management expenses due to personnel-related costs incurred to service increased arrivals and transaction activity.

Refer to “— Resort and Club Management” and “—Rental and Ancillary Services” for further discussion on the revenues and expenses of the Resort operations and club management segment.

Real Estate Sales and Financing Segment

Real Estate


	Three Months Ended March 31,				Variance (1)
($ in millions, except Tour flow and VPG)	2023		2022		$		%
Contract sales	$	523	$	509	$	14	2.8
Adjustments:
Fee-for-service sales(2)	(174)		(129)		(45)		34.9
Provision for financing receivables losses	(30)		(31)		1		(3.2)
Reportability and other:
Net recognition of sales of VOIs under construction(3)	4		(42)		46		NM
Fee-for-service sale upgrades, net	5		4		1		25.0
Other(4)	(10)		(42)		32		(76.2)
Sales of VOIs, net	$	318	$	269	$	49	18.2
Tour flow	130,268		98,601		31,667
VPG	$	3,969	$	4,849	$	(880)

(1)NM - fluctuation in terms of percentage change is not meaningful.

(2)Represents contract sales from fee-for-service properties on which we earn commissions and brand fees.

(3)Represents the net recognition of revenues related to the Sales of VOIs under construction that are recognized when construction is complete.

(4)Includes adjustments for revenue recognition, including amounts in rescission and sales incentives.

Contract sales increased by $14 million for the three months ended March 31, 2023, compared to the same period in 2022, primarily due to the increase in tour flow, partially offset by a decrease in VPG, and new inventory available for sale at our resorts during 2023.

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	Three Months Ended March 31,						Variance
($ in millions)	2023			2022			$		%
Sales, marketing, brand and other fees	$	158		$	119		$	39	32.8
Less:
Marketing revenue and other fees	51			50			1		2.0
Commissions and brand fees	107			69			38		55.1
Sales of VOIs, net	318			269			49		18.2
Sales revenue	425			338			87		25.7
Less:
Cost of VOI sales	50			40			10		25.0
Sales and marketing expense, net(1)	240			186			54		29.0
Real Estate expense	$	290		$	226		$	64	28.3
Real Estate profit	$	135		$	112		$	23	20.5
Real Estate profit margin	31.8		%	33.1		%

(1)Includes revenue recognized through our marketing programs for existing owners and prospective first-time buyers and revenue associated with sales incentives, title service and document compliance.

Real estate profit increased by $23 million for the three months ended March 31, 2023, compared to the same period in 2022, driven by an increase of $87 million in Sales revenue and offset by an increase in Real estate expense of $64 million.

These increases are primarily due to an increase in Sales of VOIs, net, driven by the recognition of deferred properties under construction and an increase in commissions and brand fees earned on sales of fee-for-service properties for the three months ended March 31, 2023, compared to the same period in 2022. Real estate expenses increased in line with the increases in the related revenues.

Financing


	Three Months Ended March 31,						Variance
($ in millions)	2023			2022			$		%
Interest income	$	66		$	55		$	11	20.0
Other financing revenue	8			9			(1)		(11.1)
Financing revenue	74			64			10		15.6
Consumer financing interest expense	11			7			4		57.1
Other financing expense	13			12			1		8.3
Financing expense	24			19			5		26.3
Financing profit	$	50		$	45		$	5	11.1
Financing profit margin	67.6		%	70.3		%

Financing profit increased by $5 million for the three months ended March 31, 2023, compared to the same period in 2022, driven by an increase of $10 million in financing revenue, partially offset by an increase in financing expense of $5 million.

Financing revenue increased primarily due to interest income driven by an increase in our loan portfolio and an increase in the weighted-average interest rate. Financing expense increased in line with the related revenues and due to the increased costs associated with loan servicing.

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Resort Operations and Club Management Segment

Resort and Club Management


	Three Months Ended March 31,						Variance
($ in millions)	2023			2022			$		%
Club management revenue	$	51		$	51		$	—	—
Resort management revenue	80			74			6		8.1
Resort and club management revenues	131			125			6		4.8
Club management expense	15			10			5		50.0
Resort management expense	27			26			1		3.8
Resort and club management expenses	42			36			6		16.7
Resort and club management profit	$	89		$	89		$	—	—
Resort and club management profit margin	67.9		%	71.2		%

Resort and club management profit for the three months ended March 31, 2023 remained consistent with the same period in 2022. The increase in Resort management revenues were driven by an increase in fee revenue. The increase in Resort and club management expenses is primarily due to personnel related costs incurred to service the increased transactions for the period.

Rental and Ancillary Services


	Three Months Ended March 31,						Variance
($ in millions)	2023			2022			$		%
Rental revenues	$	147		$	124		$	23	18.5
Ancillary services revenues	11			12			(1)		(8.3)
Rental and ancillary services revenues	158			136			22		16.2
Rental expenses	143			122			21		17.2
Ancillary services expense	9			10			(1)		(10.0)
Rental and ancillary services expenses	152			132			20		15.2
Rental and ancillary services profit	$	6		$	4		$	2	50.0
Rental and ancillary services profit margin	3.8		%	2.9		%

Rental and ancillary services profit increased by $2 million for the three months ended March 31, 2023, compared to the same period in 2022, driven by an increase of $22 million in rental and ancillary services revenue, partially offset by an increase of $20 million in rental and ancillary expenses.

Rental and ancillary services revenue was primarily due to an increase in rental revenue driven by an increase in the average nightly rates charged as well as increase in occupied room nights compared to the same period in 2022. Rental and ancillary services expense increased consistent with the aforementioned increase in rental revenue.

Other Operating Expenses


	Three Months Ended March 31,				Variance
($ in millions)	2023		2022		$		%
General and administrative	$	42	$	42	$	—	—
Depreciation and amortization	51		60		(9)		(15.0)
License fee expense	30		25		5		20.0
Impairment expense	—		3		(3)		(100.0)

General and administrative expenses for the three months ended March 31, 2023 remained consistent with the same period in 2022. Depreciation and amortization decreased by $9 million, primarily due to decreased amortization expense of intangible assets. License fee expense increased by $5 million, primarily due to increased applicable revenues.

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Acquisition and Integration-Related Expense


	Three Months Ended March 31,				Variance
($ in millions)	2023		2022		$		%
Acquisition and integration-related expense	$	17	$	13	$	4	30.8

Acquisition and integration-related costs include direct expenses related to the Diamond Acquisition including integration costs, legal and other professional fees. Integration costs include technology-related costs, fees paid to management consultants, rebranding fees and employee-related costs such as severance and retention. For the three months ended March 31, 2023, acquisition and integration-related costs increased by $4 million due to rebranding fees incurred, compared to the same period in 2022.

Non-Operating Expenses


	Three Months Ended March 31,				Variance
($ in millions)	2023		2022		$		%
Interest expense	$	44	$	33	$	11	33.3
Equity in earnings from unconsolidated affiliates	(3)		(3)		—		—
Other gain, net	(1)		(1)		—		—
Income tax expense	17		20		(3)		(15.0)

The change in non-operating expenses for the three months ended March 31, 2023, compared to the same period in 2022 was primarily due to an increase in interest expense of $11 million, partially offset by a $3 million decrease in income tax expense. For the three months ended March 31, 2023, Interest expense increased by $11 million driven by an increase in interest rates and net proceeds from debt, compared to the same period in 2022. Income tax expense decreased due to discrete items for the three months ended March 31, 2023, primarily unrecognized tax benefits, compared to the same period in 2022.

Liquidity and Capital Resources

Overview

Our cash management objectives are to maintain the availability of liquidity, minimize operational costs, make debt payments and fund future acquisitions and development projects. Our known short-term liquidity requirements primarily consist of funds necessary to pay for operating expenses and other expenditures, including payroll and related benefits, legal costs, operating costs associated with the operation of our resorts and sales centers, interest and scheduled principal payments on our outstanding indebtedness, inventory-related purchase commitments, and capital expenditures for renovations and maintenance at our offices and sales centers. Our long-term liquidity requirements primarily consist of funds necessary to pay for scheduled debt maturities, inventory-related purchase commitments and costs associated with potential acquisitions and development projects, including rebranding.

We finance our short- and long-term liquidity needs primarily through cash and cash equivalents, cash generated from our operations, draws on our revolver credit facility, our non-recourse revolving timeshare credit facility (“Timeshare Facility”), and through periodic securitizations of our timeshare financing receivables.

•During the three months ended March 31, 2023, we acquired a property in New York for $136 million from a third-party developer for inventory.

•As of March 31, 2023, we had total cash and cash equivalents of $752 million, including $363 million of restricted cash.

•As of March 31, 2023, we had $671 million remaining borrowing capacity under the revolver facility.

•As of March 31, 2023, we had an aggregate of $575 million remaining borrowing capacity under our Timeshare Facility. Of this amount, we have $312 million of mortgage notes that are available to be securitized and another $279 million of mortgage notes that we expect will become eligible as soon as they meet typical milestones including receipt of first payment, deeding, or recording.

We believe that our capital allocation strategy provides adequate funding for our operations, is flexible enough to fund our development pipeline, securitizes the optimal level of receivables, and provides the ability to be strategically opportunistic in the marketplace. We have made commitments with developers to purchase vacation ownership units at a

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future date to be marketed and sold under our Hilton Grand Vacations brand. As of March 31, 2023, our inventory-related purchase commitments totaled $57 million over 2 years.

Sources and Uses of Our Cash

The following table summarizes our net cash flows and key metrics related to our liquidity:


	Three Months Ended March 31,				Variance
($ in millions)	2023		2022		$
Net cash provided by (used in):
Operating activities	$	26	$	270	$	(244)
Investing activities	(11)		(14)		3
Financing activities	183		(133)		316

Operating Activities

Cash flow provided by operating activities is primarily generated from (1) sales and financing of VOIs and (2) net cash generated from managing our resorts, Club operations and providing related rental and ancillary services. Cash flows provided by operating activities primarily include funding our working capital needs and purchase of VOI inventory, including the purchase and development of real estate for future conversion to inventory. Our cash flows from operations generally vary due to the following factors related to the sale of our VOIs; the degree to which our owners finance their purchase and our owners’ repayment of timeshare financing receivables; the timing of management and sales and marketing services provided; and cash outlays for VOI inventory acquisition and development. Additionally, cash flow from operations will also vary depending upon our sales mix of VOIs; over time, we generally receive more cash from the sale of an owned VOI as compared to that from a fee-for-service sale.

Net cash provided by operating activities was $26 million for the three months ended March 31, 2023, compared to $270 million in the same 2022 period in in the prior year. The change was primarily due to our purchase of inventory from a third party developer, and increases in cash utilized for working capital, which is partially offset by an increase in net income during the three months ended March 31, 2023.

The following table summarizes our VOI inventory spending:


	Three Months Ended March 31,
($ in millions)	2023		2022
VOI spending - owned properties(1)	$	146	$	11
VOI spending - fee-for-service upgrades(2)	4		3
Purchases and development of real estate for future conversion to inventory	2		1

Total VOI inventory spending	$	152	$	15

(1)For the three months ended March 31, 2023 and 2022, our VOI inventory spending on owned properties relates to deeded properties that are classified as Inventory on our unaudited condensed consolidated balance sheets.

(2)Includes expense related to granting credit to customers for their existing ownership when upgrading into fee-for-service projects from developed projects of $3 million and $2 million recorded in Costs of VOI sales for the three months ended March 31, 2023 and 2022, respectively.

Investing Activities

Our capital expenditures include spending related to technology and buildings and leasehold improvements used to support sales and marketing locations, resort operations and corporate activities. We believe the renovations of our existing assets are necessary to stay competitive in the markets in which we operate.

Net cash used in investing activities was $11 million for the three months ended March 31, 2023 compared to $14 million for the three months ended March 31, 2022. The decrease was due to decreased capital expenditures.

Financing Activities

Net cash provided by financing activities for the three months ended March 31, 2023 was $183 million compared to net cash used in financing activities of $133 million for the same period in 2022. The change is an increase of $316 million. The increase was primarily due to an increase the net proceeds from debt of $288 million and lower repayments of

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non-recourse debt of $115 million compared to 2022, partially offset by $85 million of share repurchases in the current year.

Contractual Obligations

Our commitments primarily relate to agreements with developers to purchase or construct vacation ownership units, operating leases, and obligations associated with our debt, non-recourse debt and the related interest. As of March 31, 2023, we were committed to approximately $5,111 million in contractual obligations over 9 years, $363 million of which will be fulfilled in the remainder of 2023. The ultimate amount and timing of certain commitments is subject to change pursuant to the terms of the respective arrangements, which could also allow for cancellation in certain circumstances. See Note 17: Commitments and Contingencies and Note 10: Debt and Non-recourse Debt in our condensed consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q for additional information.

We utilize surety bonds related to the sales of VOIs in order to meet regulatory requirements of certain states. The availability, terms and conditions and pricing of such bonding capacity are dependent on, among other things, continued financial strength and stability of the insurance company affiliates providing the bonding capacity, general availability of such capacity and our corporate credit rating. We have commitments from surety providers in the amount of $344 million as of March 31, 2023 which primarily consist of escrow and subsidy related bonds.

Guarantor Financial Information

Certain subsidiaries, which are listed on Exhibit 22 of this Quarterly Report on Form 10-Q, have guaranteed our obligations related to our senior unsecured 2029 Notes and 2031 Notes (together, “the Notes”). The 2029 Notes were issued in June 2021 with an aggregate principal balance of $850 million, an interest rate of 5.000%, and maturity in June 2029. The 2031 Notes were issued in June 2021 with an aggregate principal balance of $500 million, an interest rate of 4.875%, and maturity in July 2031.

The Notes were co-issued by Hilton Grand Vacations Borrower LLC and Hilton Grand Vacations Borrower Inc. (the “Issuers”) and are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by Hilton Grand Vacations Inc. (the “Parent”), Hilton Grand Vacations Parent LLC, the Issuers, and each of the Issuer’s existing and future wholly owned domestic restricted subsidiaries (all entities that guarantee the Notes, collectively, the “Obligor group”).

The Notes rank equally in right of payment with all of the Issuers’ and each guarantor’s existing and future senior indebtedness, are subordinated to all of the Issuers’ and guarantors’ existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness, including the Senior Secured Credit Facilities, rank senior in right of payment to all of the Issuers’ and guarantors’ future subordinated indebtedness and other obligations that expressly provide for their subordination to the notes and the related guarantees, and are structurally subordinated to all existing and future indebtedness claims of holders of preferred stock and other liabilities of the Issuer’s subsidiaries that do not guarantee the Notes.

The guarantee of each guarantor subsidiary is limited to a maximum amount, subject to applicable U.S. and non-U.S. laws. The guarantees can also be released upon the sale or transfer of a guarantor subsidiary’s capital stock or substantially all of its assets, becoming designated as an unrestricted subsidiary, or upon its consolidation into a co-Issuer or another subsidiary Guarantor.

The following tables provide summarized financial information of the Obligor group on a combined basis after elimination of (i) intercompany transactions and balances between the Parent and the subsidiary Guarantors and (ii) investments in and equity in the earnings of non-Guarantor subsidiaries and unconsolidated affiliates:

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Summarized Financial Information


($ in millions)	March 31, 2023
Assets
Cash and cash equivalents	$	269
Restricted cash	241
Accounts receivable, net - due from non-guarantor subsidiaries	79
Accounts receivable, net - due from related parties	27
Accounts receivable, net - other	379
Timeshare financing receivables, net	547
Inventory	1,141
Property and equipment, net	767
Operating lease right-of-use assets, net	69
Investments in unconsolidated affiliates	75
Goodwill	1,416
Intangible assets, net	1,244

Other assets	453
Total assets	$	6,707

Liabilities
Accounts payable, accrued expenses and other - due from non-guarantor subsidiaries	$	79
Accounts payable, accrued expenses and other - other	988
Advanced deposits	170
Debt, net	2,940
Operating lease liabilities	87
Deferred revenues	213
Deferred income tax liabilities	588
Total liabilities	$	5,065


($ in millions)	Three Months Ended March 31, 2023
Total revenues - transactions with non-guarantor subsidiaries	$	4
Total revenues - other	804
Operating income	74
Net income	24

Subsequent Events

Management has evaluated all subsequent events through April 27, 2023, the date the unaudited consolidated financial statements were available to be issued. The results of management’s analysis indicated no significant subsequent events have occurred that required consideration or adjustments to our disclosures in the unaudited financial statements.

Critical Accounting Policies and Estimates

The preparation of our condensed consolidated financial statements in accordance with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts and related disclosures. We have discussed those policies and estimates that we believe are critical and require the use of complex judgment in their application in our Annual Report on Form 10-K for the year ended December 31, 2022.

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risk from changes in interest rates and currency exchange rates. We manage our exposure to these risks by monitoring available financing alternatives and through pricing policies that may take into

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account currency exchange rates. Our exposure to market risk has not materially changed from what we previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022.

ITEM 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) or our internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of the controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error and mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of effectiveness of controls and procedures to future periods are subject to the risk that the controls and procedures may become inadequate because of changes in conditions, or that the degree of compliance with the controls and procedures may have deteriorated.

In accordance with Rule 13a-15(b) of the Exchange Act, as of the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures. Based on that evaluation, and due to the previously identified material weakness in our internal controls over financial reporting that is described below, which is still being remediated, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of March 31, 2023.

As previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 1, 2023, we identified a material weakness in our internal controls over financial reporting for the year ended December 31, 2022 due to Diamond. Diamond, which was privately owned prior to our acquisition in August 2021 and, accordingly, not a reporting company under the Exchange Act, did not adequately identify, design and implement the process-level controls for its significant processes that are necessary for compliance with the requirements for reporting companies pursuant to the Exchange Act and Diamond did not have appropriate information technology controls for its information technology systems or such controls did not operate for a sufficient period of time prior to the assessment date. These deficiencies neither pertained to, nor impacted, any of the processes, controls or procedures related to the historical business of the Company outside of Diamond. Additionally, the material weakness did not result in any identified misstatements to our financial statements, and there were no changes to previously released financial results.

Notwithstanding the previously identified material weakness, which continues to be remediated, management, including our Chief Executive Officer and Chief Financial Officer, believes the unaudited condensed consolidated financial statements in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with U.S. GAAP.

Ongoing Remediation Efforts to Address the Previously Identified Material Weakness

Management has enhanced, and will continue to enhance, the risk assessment process and design and implementation of internal controls over financial reporting at Diamond. The remediation measures to correct the previously identified material weakness include enhancing the design and implementation of existing controls and creating new controls as needed to address identified risks and providing additional training to personnel including the appropriate level of documentation to be maintained to support internal controls over financial reporting.

The previously identified material weakness will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. We expect that the material weakness will be remediated by the end of 2023.

Changes in Internal Controls Over Financial Reporting

Other than with respect to the remediation efforts described above in connection with the previously identified material weakness, there were no changes in our internal controls over financial reporting during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

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PART II OTHER INFORMATION

Item 1. Legal Proceedings

Information with respect to this item may be found in Note 17: Commitments and Contingencies, to our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.

Item 1A. Risk Factors

As of March 31, 2023, there have been no material changes from the risk factors previously disclosed in Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2022. These risk factors may be important to understanding statements in the Form 10-Q and should be read in conjunction with the condensed consolidated financial statements and related notes in Part I, Item 1, "Financial Statements" and Part 1, Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Form 10-Q.

The risks described in our Annual Report on Form 10-K for the year ended December 31, 2022, contain forward-looking statements, and they may not be the only risks facing the Company. The future business, results of operations and financial condition of the Company can be affected by the risk factors described in such reports and by other factors currently unknown, that management presently believes not to be material, that management has made certain forward-looking projections, estimates or assumptions on, or that may rapidly evolve, develop or change. Any one or more of such factors could, directly or indirectly, cause our actual financial condition and results of operations to vary materially and adversely from past, or from anticipated future financial condition and results of operations. Any of these factors, in whole or in part, could materially and adversely affect our business, results of operations and financial condition and the trading price of our common stock. Because of these factors affecting our financial condition, key business operational metrics, and operating results, past financial performance should not be considered to be a reliable indicator of future performance, and investors should not use historical trends to anticipate results or trends in future periods.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On May 4, 2022, our Board of Directors approved a share repurchase program authorizing the Company to repurchase up to an aggregate of $500 million of its outstanding shares of common stock over a two-year period. The timing and actual number of shares repurchased will depend on a variety of factors, including the stock price, corporate and regulatory requirements and other market and economic conditions. The shares are retired upon repurchase. The stock repurchase program may be suspended or discontinued at any time and will automatically expire at the end of the two-year term.

During the three months ended March 31, 2023, we repurchased the following shares:


Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under Plan
January 1 – January 31, 2023	878,640	$	43.43	878,640	$	189,807,235
February 1 – February 28, 2023	896,281	47.01		896,281	147,669,929
March 1 – March 31, 2023	95,000	47.78		95,000	143,131,119
Total	1,869,921	$	45.37	1,869,921

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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Item 6. Exhibits


Exhibit No.						Description

3.1						Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-37794) filed on March 17, 2017).

3.2						Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 001-37794) filed on March 17, 2017).

3.3						Certificate of Designation of Series A Junior Participating Preferred Stock of Hilton Grand Vacations Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-37794) filed on April 16, 2020).

10.1						Hilton Grand Vacations Inc. Incentive Program (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-37794) filed on March 10, 2023).

10.2*						Form of Nonqualified Stock Option Agreement (for the CEO) under Hilton Grand Vacations Inc. 2017 Omnibus Incentive Plan.

10.3*						Form of Nonqualified Stock Option Agreement (for all participants other than the CEO) under Hilton Grand Vacations Inc. 2017 Omnibus Incentive Plan.

22*						List of Issuer Subsidiaries of Guaranteed Securities and Guarantor Subsidiaries

31.1*						Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*						Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*						Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*						Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.NS						Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH						Inline XBRL Taxonomy Extension Schema Document.

101.CAL						Inline XBRL Taxonomy Calculation Linkbase Document.

101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB						Inline XBRL Taxonomy Label Linkbase Document.

101.PRE						Inline XBRL Taxonomy Presentation Linkbase Document.

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104						The cover page for the Company’s Quarterly Report on Form 10-Q has been formatted in Inline XBRL and contained in Exhibit 101

_____________________

*Filed herewith

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 27th day of April 2023.


			HILTON GRAND VACATIONS INC.

			By:			/s/ Mark D. Wang
			Name:			Mark D. Wang
			Title:			President and Chief Executive Officer

			By:			/s/ Daniel J. Mathewes
			Name:			Daniel J. Mathewes
			Title:			Senior Executive Vice President and Chief Financial Officer