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

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☒ No ☐

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☒ No ☐

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.

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. ☐

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

The number of shares outstanding of the registrant’s common stock, par value $0.01 per share, as of ~~April 23, 2021~~May 2, 2022 was ~~85,542,182.~~120,258,547..

CONDENSED CONSOLIDATED STATEMENTS OF ~~CASH FLOWS~~COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

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 and managing timeshare resorts primarily under the Hilton Grand Vacations brand. During 2021, we also acquired Diamond Resorts and are in the process of rebranding Diamond properties and sales centers to brands that meet Hilton standards. Our operations, which primarily consist ~~of:~~of selling vacation ownership intervals ~~(“VOIs”~~and vacation ownership interests (collectively, “VOIs”, “VOI”) for us and third parties; financing and servicing loans provided to consumers for their timeshare purchases; operating ~~resorts;~~resorts and multi-resort trusts; and managing our points-based Hilton Grand Vacations Club and Hilton Club exchange program (collectively the ~~“Club”~~“Legacy-HGV Club”) and Diamond points-based clubs (the Legacy-HGV Club and Diamond Clubs are collectively referred to as “Clubs”).

As of March 31, ~~2021,~~2022, we had 62154 properties ~~comprised of 499,616 VOIs,~~ located in the United States (“U.S.”), ~~Japan,~~Europe, Mexico, the ~~United Kingdom, Italy, Barbados~~Caribbean, Canada and ~~Mexico.~~Japan. A significant number of our properties and VOIs are concentrated in Florida, Nevada, Hawaii, ~~Nevada, New York,~~Europe, California, Virginia and ~~South Carolina.~~Arizona.

Diamond Acquisition

On August 2, 2021, we completed the acquisition of Dakota Holdings, Inc., the parent of Diamond Resorts International (the “Diamond Acquisition”). We completed the acquisition by exchanging 100 percent of the outstanding equity interests of Diamond for shares of HGV common stock. Pre-existing HGV shareholders owned approximately 72 percent of the combined company immediately after giving effect of the Diamond Acquisition, with certain funds controlled by Apollo Global Management Inc. (the "Apollo Funds" or, "Apollo") and other minority shareholders, who previously owned 100 percent of Diamond, holding the remaining, approximately 28 percent at the time the Diamond Acquisition was completed.

Diamond also operates in the hospitality and VOI industry, with a worldwide resort network of global vacation destinations. Diamond’s portfolio consists of resort properties that we manage, are included in one of Diamond's single- and multi-use trusts (collectively, the "Diamond Collections" or "Collections"), or are Diamond branded resorts in which we own inventory, as well as affiliated resorts and hotels, which we do not manage, and which do not carry the Diamond brand but are a part of Diamond's network and, through THE Club® and other Club offerings (the “Diamond Clubs”), are available for its members to use as vacation destinations.

Diamond’s operations primarily consist of: VOI sales and financing which includes marketing and sales of VOIs and consumer financing for purchasers of the Company's VOIs; operations related to the management of the homeowners associations (the “HOAs”) for resort properties and the Diamond Collections, operating and managing points-based vacation clubs, and operation of certain resort amenities and management services.

The unaudited condensed consolidated financial statements in this report include Diamond’s results of operations beginning on August 2, 2021. We refer to Diamond's business and operations that we acquired as "Legacy-Diamond", and our business and operations that existed both prior to and following the Diamond Acquisition as "Legacy-HGV." See Note 2: 3: Diamond Acquisition for more information.

Basis of Presentation ~~and Summary of Significant Accounting Policies~~

~~Basis of Presentation~~

The unaudited condensed consolidated financial statements presented herein include 100 percent of our assets, liabilities, revenues, expenses and cash flows as well as all entities in which we have a controlling financial interest. ~~In our opinion, the~~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, ~~2020,~~2021, included in our Annual Report on Form 10-K filed with the SEC on March 1, ~~2021.~~2022.

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.

~~Impact~~The determination of a controlling financial interest is based upon the terms of the ~~COVID-19 Pandemic~~

The novel coronavirus (“COVID-19”) pandemic that started in early 2020 significantly negatively impacted the hospitality, travel and leisure industries due to various mandates and orders to close non-essential businesses, impose travel restrictions, require “stay-at-home” and/or self-quarantine, and require similar actions. Such restrictions and directives have resulted in cancellations and significant reductions in travel around the world and caused various other negative global economic conditions. In response to these events, we closed substantially all of our resorts and sales centers during early 2020, but began a phased reopening of resorts and resumption of our business activities during the second quarter 2020 under new operating guidelines and with enhanced safety measures as mandates and orders for business closures, quarantine and travel restrictions began to ease. With the anticipated continuationgoverning agreements of the ~~pandemic receding,~~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 percent of the voting shares of a company or otherwise have a controlling financial interest. The consolidated financial statements reflect our financial position, results of operations and cash flows as ~~well as COVID-19 vaccinations becoming more widespread, such mandates~~prepared in conformity with U.S. GAAP.

Note 3:4: 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 2 segments: (i) Real estate sales and financing and (ii) Resort operations and club management. Please refer to Note ~~18:~~ 20: Business Segments below for more details related to our segments.


($ in millions)	Three Months Ended March 31,
Real Estate Sales and Financing Segment	2022		2021
Sales of VOIs, net	$	269	$	33
Sales, marketing, brand and other fees		119		53
Interest income		55		31
Other financing revenue		9		6
Real estate sales and financing segment revenues	$	452	$	123

Three Months Ended March 31,

($ in millions)

2021

2020

Real Estate and Financing Segment

Sales of VOIs, net

$
33

$
56

Sales, marketing, brand and other fees

53

106

Interest income

31

38

Other financing revenue

6

6

Real estate and financing segment revenues

$
123

$
206


($ in millions)	Three Months Ended March 31,
Resort Operations and Club Management Segment	2022		2021
Club management	$	51	$	27
Resort management		74		18
Rental(1)		124		30
Ancillary services		12		2
Resort operations and club management segment revenues	$	261	$	77

(1) Excludes intersegment eliminations. See Note 20: Business Segments for additional information.

Three Months Ended March 31,

($ in millions)

2021

2020

Resort Operations and Club Management Segment

Club management

$
27

$
25

Resort management

18

19

Rental⁽¹⁾

30

47

Ancillary services

2

5

Resort operations and club management segment revenues

$
77

$
96

⁽¹⁾	~~Excludes intersegment eliminations. See Note 18:~~ ~~Business Segments~~ ~~for additional information.~~

Contract Balances

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


	March 31,		December 31,
($ in millions)	2022		2021
Receivables	$	271	$	202

March 31,

December 31,

($ in millions)

2021

2020

Receivables

$
69

$
64

The following table presents the composition of our contract liabilities.


	March 31,		December 31,
($ in millions)	2022		2021
Contract liabilities:
Advanced deposits	$	126	$	112
Deferred sales of VOIs of projects under construction		77		34
Club dues and Legacy-HGV Club activation fees		159		91
Bonus Point incentive liability(1)		47		44

(1) Amounts related to the Bonus Point incentive liability are included in Accounts payable, accrued expenses and other on our unaudited condensed consolidated balance sheets. This liability is comprised of unrecognized revenue for incentives from VOI sales and sales and marketing expenses in conjunction with our fee-for-service arrangements.

March 31,

December 31,

($ in millions)

2021

2020

Contract liabilities:

Advanced deposits

$
114

$
117

Deferred sales of VOIs of projects under construction

201

169

Club activation fees, annual dues and other

120

77

Club Bonus Point incentive liability⁽¹⁾

41

48

⁽¹⁾

~~Amounts related to the Club Bonus Point incentive liability are included in~~ ~~Accounts payable, accrued expenses and other~~ on our condensed consolidated balance sheets. This liability is comprised of unrecognized revenue 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, ~~2021~~2022 that was included in the contract liabilities balance at December 31, ~~2020~~2021 was approximately ~~$35~~$44 million.

Our accounts receivables that relate to our contracts with customers includes amounts associated with our contractual right to consideration for completed performance obligations related primarily to our fee-for-service arrangements and homeowners’ associations ~~(“HOA”)~~ management agreements 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. Refer to Note 6: 7: Timeshare Financing Receivables for information on balances and changes in balances during the period related to our timeshare financing receivables.

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 0 contract assets as of March 31, 2022 and December 31, 2021, respectively.

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~~Club activation fees and annual dues and the liability for ~~Club~~ 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.

In addition to the contract liabilities included herein, we also have deferred revenue of $159 million and $112 million as of March 31, 2022 and December 31, 2021, respectively. This additional deferred revenue balance includes $50 million and $51 million for bonus points and marketing package deferred revenue, $30 million and $10 million in deferred property insurance, $38 million and $14 million in deferred maintenance fees and $41 million and $37 million in other deferred revenue as of March 31, 2022 and December 31, 2021, respectively.

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) Legacy-HGV Club activation fees paid at closing of a VOI purchase, (iii) customers’ advanced deposits on prepaid vacation packages and (iv) ~~Club~~ Bonus Points that may be redeemed in the future.

The following table represents the deferred revenue, cost of VOI sales and direct selling costs from sales of VOIs related to projects under construction as of March 31, 2022 and December 31, 2021:

March 31,

December 31,

($ in millions)

2021

2020

Sales of VOIs, net

$
201

$
169

Cost of VOI sales⁽¹⁾

60

50

Sales and marketing expense

29

25


	March 31,		December 31,
($ in millions)	2022		2021
Sales of VOIs, net	$	77	$	34
Cost of VOI sales(1)		26		12
Sales and marketing expense		11		5

(1) Includes anticipated Cost of VOI sales related to inventory associated with Sales of VOIs under construction that will be acquired under a just-in-time arrangement once construction is complete.

⁽¹⁾	~~Includes anticipated Cost of VOI sales related to inventory associated with Sales of VOIs under construction that will be acquired under a just-in-time arrangement once construction is complete.~~

We expect to recognize the revenue, costs of VOI sales and direct selling costs ~~upon completion of~~related to the projects ~~throughout the remainder~~under construction as of ~~2021.~~March 31, 2022 upon their completion in 2022.

The following table includes the remaining transaction price related to Advanced deposits, and Legacy-HGV Club activation fees and ~~Club~~ Bonus Points as of March 31, ~~2021:~~2022:


($ in millions)	Remaining Transaction Price		Recognition Period	Recognition Method
Advanced deposits	$	126	18 months	Upon customer stays
Legacy-HGV Club activation fees		62	7 years	Straight-line basis over average inventory holding period
Bonus Points		47	18 - 30 months	Upon redemption

($ in millions)

Remaining
Transaction Price

Recognition Period

Recognition Method
Advanced deposits

$
114

18 months

Upon customer stays
Club activation fees

62

7 years

Straight-line basis over average inventory holding period
Club Bonus Points

41

24 months

Upon redemption

Note 4:5: Restricted Cash

Restricted cash was as follows:


	March 31,		December 31,
($ in millions)	2022		2021
Escrow deposits on VOI sales	$	191	$	152
Reserves related to non-recourse debt(1)		66		67
Other(2)		46		44
	$	303	$	263

(1) See Note 13: Debt & Non-recourse Debt for further discussion.

(2) Other restricted cash primarily includes cash collected on behalf of HOAs, deposits related to servicer arrangements and other deposits.

March 31,

December 31,

($ in millions)

2021

2020

Escrow deposits on VOI sales

$
76

$
69

Reserves related to non-recourse debt⁽¹⁾

29

29

$
105

$
98

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


	March 31,		December 31,
($ in millions)	2022		2021
Fee-for-service commissions(1)	$	69	$	73
Real estate and financing		50		51
Resort and club operations		143		76
Tax receivables		80		95
Insurance claims receivable		95		0
Other receivables(2)		10		7
Total	$	447	$	302

(1)Net of allowance.

(2)Primarily includes individually insignificant accounts receivable and related allowances recognized in the ordinary course of business.

($ in millions)
March 31,
2021

Fee-for-service commissions⁽¹⁾
$
22

Real estate and financing
12

Resort and club operations
27

Tax receivables
41

Other receivables⁽²⁾

9

Total
$
111

⁽¹⁾	~~Net of allowance.~~

⁽²⁾	~~Primarily includes individually insignificant accounts receivable recognized in the ordinary course of business, the allowances for which are also individually insignificant.~~

Our accounts receivable are all 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 sell VOIs on behalf of third-party developers using the Hilton Grand Vacations brand in exchange for sales, marketing and brand fees. We use historical losses and economic factors as a basis to develop our allowance for credit losses. Under these fee-for-service arrangements, we earn commission fees based on a percentage of total interval sales. Additionally, the terms of these arrangements include provisions requiring the reduction of fees earned for defaults and cancellations.

The changes in our allowance for fee-for-service commissions were as ~~follows:~~follows during the period from December 31, 2021 to March 31, 2022:

In addition to the fee-for-service commission allowance, we have various allowances for our accounts receivable to account for expected losses related to club dues, maintenance fees, trade accounts receivable, sales of VOIs, and marketing packages.

~~Timeshare~~We define our timeshare financing receivables ~~were~~portfolio segments as ~~follows:~~(i) originated and (ii) acquired. The following table presents the components of each portfolio segment by class of timeshare financing receivables.

Originated timeshare financing receivables represent all Legacy-HGV timeshare financing receivables and timeshare financing receivables originated by Legacy-Diamond subsequent to the Acquisition Date. Our originated timeshare financing receivables as of March 31, 2022 mature as follows:

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


	March 31, 2022
($ in millions)	Originated			Acquired
Balance as of December 31, 2021	$	280		$	482
Provision for financing receivables losses(1)		31			—
Write-offs		(25	)		(6	)
Upgrades(2)		16			(15	)
Balance as of March 31, 2022	$	302		$	461


	March 31, 2021
($ in millions)	Originated			Acquired
Balance as of December 31, 2020	$	211		$	0
Provision for financing receivables losses(1)		16			0
Write-offs		(20	)		0
Balance as of March 31, 2021	$	207		$	0

(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.

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 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.

~~We recognize interest income on our timeshare financing receivables as earned. As of both March 31, 2021 and December 31, 2020, we had~~interest receivable outstanding of $7 million included in our condensed 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, 2021, our timeshare financing receivables had interest rates ranging from 1.5 percent to 19.5 percent, a weighted-average interest rate of 12.6 percent, a weighted-average remaining term of 7.4 years and maturities through 2036.

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


	Legacy-HGV Timeshare Financing Receivables
	March 31,		December 31,
($ in millions)	2022		2021
FICO score
700+	$	691	$	703
600-699		247		248
<600		34		35
No score(1)		165		166
	$	1,137	$	1,152

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

March 31,

December 31,

($ in millions)

2021

2020

FICO score

700+

$
685

$
711

600-699

256

266

<600

35

36

No score⁽¹⁾

171

172

$
1,147

$
1,185

The following table details ~~the origination year of~~ our ~~gross~~Legacy-HGV timeshare financing receivables by the origination year and average FICO score as of March 31, ~~2021:~~2022:

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

We apply payments we receive for ~~timeshare financing receivables,~~loans, including those in non-accrual status, to amounts due in the following order: servicing fees; interest; principal; and late charges. Once a ~~receivable~~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.

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, 2022		December 31, 2021
FICO score
700+	$	550	$	601
600-699		336		356
<600		67		70
No score(1)		11		11
	$	964	$	1,038

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


	Legacy-Diamond Originated Timeshare Financing Receivables
($ in millions)	March 31, 2022		December 31, 2021
FICO score
700+	$	213	$	172
600-699		83		60
<600		16		11
No score(1)		3		2
	$	315	$	245

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

The following tables detail our Legacy-Diamond acquired and originated timeshare financing receivables by the origination year and average FICO score as of March 31, 2022:


Legacy-Diamond Acquired Timeshare Financing Receivables
($ in millions)	2022		2021		2020		2019		2018		Prior		Total
FICO score
700+	$	0	$	105	$	118	$	138	$	88	$	101	$	550
600-699		0		58		67		85		48		78		336
<600		0		13		17		14		5		18		67
No score(1)		0		2		2		2		1		4		11
	$	0	$	178	$	204	$	239	$	142	$	201	$	964

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


Legacy-Diamond Originated Timeshare Financing Receivables
($ in millions)	2022		2021		2020		2019		2018		Prior		Total
FICO score
700+	$	89	$	124	$	0	$	0	$	0	$	0	$	213
600-699		30		53		0		0		0		0		83
<600		6		10		0		0		0		0		16
No score(1)		1		2		0		0		0		0		3
	$	126	$	189	$	0	$	0	$	0	$	0	$	315

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

The accrued interest on our Legacy-Diamond timeshare financing receivables is accrued based on the contractual provisions of the loan documents, which is suspended at the earlier of (i) the customer’s account becoming over 90 days delinquent, or (ii) the completion of cancellation or foreclosure proceedings. Once suspended, we reverse all prior recognized interest income as well. We resume interest accrual for receivables for which we had previously ceased accruing interest once the receivable is less than 91 days past due. We fully reserve for a timeshare financing receivable in the month following the date that the receivable is 121 days past due and, subsequently, we write off the uncollectible balance against the reserve once the foreclosure process is complete and we ~~receive~~become owner of the deed for the foreclosed unit.

March 31, 2021

($ in millions)

Securitized

Unsecuritized

Total

Current

$
710

$
307

$
1,017

31 - 90 days past due

11

8

19

91 - 120 days past due

4

2

6

121 days and greater past due

5

100

105

$
730

$
417

$
1,147

December 31, 2020

($ in millions)

Securitized

Unsecuritized

Total

Current

$
783

$
265

$
1,048

31 - 90 days past due

11

9

20

91 - 120 days past due

5

3

8

121 days and greater past due

6

103

109

$
805

$
380

$
1,185

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

March 31,

December 31,

($ in millions)

2021

2020

Completed unsold VOIs

$
526

$
515

Construction in process

193

186

Land, infrastructure and other

1

1

$
720

$
702

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

(1)For the three months ended March 31, 2022 and ~~(ii) expenses incurred, recorded in Cost~~2021, the cost of sales true-up reduced costs of VOI sales ~~related to granting credit to customers for their existing ownership when upgrading into fee-for-service projects.~~and increased inventory.

Three months ended March 31,

($ in millions)

2021

2020

Cost of sales true-up⁽¹⁾

$
6

$
4

Cost of VOI sales related to fee-for-service upgrades

1

5

Property and equipment were comprised of the following:


	March 31,			December 31,
($ in millions)	2022			2021
Land	$	193		$	193
Building and leasehold improvements		405			405
Furniture and equipment		81			82
Construction in progress		240			231
		919			911
Accumulated depreciation		(165	)		(155	)
	$	754		$	756

March 31,

December 31,

($ in millions)

2021

2020

Land

$
108

$
109

Building and leasehold improvements

250

250

Furniture and equipment

62

65

Construction in progress

216

208

636

632

Accumulated depreciation

(135
)

(131
)

$
501

$
501

As of March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, we consolidated 411 variable interest entities (“VIEs”)~~, respectively, that issued~~. The activities of these entities are limited primarily to purchasing qualifying non-recourse ~~debt backed by pledged assets consisting primarily of a pool of~~ timeshare financing receivables ~~which~~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 ~~without recourse~~the debt that is securitized through these entities a legal liability to us.

We have determined that we are the primary beneficiaries of ~~these~~all 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 ~~are required to~~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.

As part of the Diamond Acquisition, we acquired the variable interests in the entities associated with Diamond’s outstanding timeshare financing receivables securitization transactions and two conduit facilities. They have been aggregated for disclosure purposes as they are similar in nature to our previously established VIEs. As of March 31, 2022 and December 31, 2021, the conduit facilities had an outstanding balance of $125 million and $133 million, respectively.

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


	March 31,		December 31,
($ in millions)	2022		2021
Restricted cash	$	61	$	62
Timeshare financing receivables, net		893		1,021
Non-recourse debt(1)		1,043		1,195

(1) Net of deferred financing costs.

March 31,

December 31,

($ in millions)

2021

2020

Restricted cash

$
29

$
28

Timeshare financing receivables, net

676

742

Non-recourse debt⁽¹⁾

698

766

⁽¹⁾	~~Net of deferred financing costs.~~

During the three months ended March 31, ~~2021~~2022 and ~~2020,~~2021, we did 0t0t provide any financial or other support to any VIEs that we were not previously contractually required to provide, nor do we intend to provide such support in the future.

Note ~~10:~~11: Investments in Unconsolidated Affiliates

As of March 31, ~~2021,~~2022, we have 25 percent and 50 percent ownership interests in BRE Ace LLC and 1776 Holding LLC, respectively, ~~that~~which are ~~deemed as~~ VIEs. We do not consolidate BRE Ace LLC and 1776 Holding LLC because we are not the primary beneficiary. Our investment interests in and equity earned from both VIEs are included in the consolidated balance

sheets as Investments in unconsolidated affiliates and in the consolidated statements of operations as Equity in earnings ~~(losses)~~ from unconsolidated affiliates, respectively.

Our 2 unconsolidated affiliates have aggregated debt balances of ~~$442~~$433 million and ~~$454~~$463 million as of March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, 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 totals ~~$53~~$62 million and ~~$51~~$59 million as of March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively, and (ii) receivables for commission and other fees earned under fee-for-service arrangements. See Note ~~17:~~19: Related Party Transactions for additional information.

Note 12: Intangible Assets

Intangible assets and related accumulated amortization were as follows:


	March 31, 2022
($ in millions)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Trade name	$	18	$	(8	)	$	10
Management contracts		1,340		(137	)		1,203
Club member relationships		139		(18	)		121
Capitalized software		144		(78	)		66
	$	1,641	$	(241	)	$	1,400

	December 31, 2021
($ in millions)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Trade name	$	18	$	(5	)	$	13
Management contracts		1,340		(106	)		1,234
Club member relationships		139		(12	)		127
Capitalized software		138		(71	)		67
	$	1,635	$	(194	)	$	1,441

We acquired definite-lived intangible assets as part of the Diamond Acquisition, which have been valued in the amount of $1,431 million as of the Acquisition Date. Refer to Note ~~11:~~3: Diamond Acquisition for further details. Amortization expense on intangible assets was $48 million and $4 million for the three months ended March 31, 2022 and March 31, 2021, respectively.

Note 13: Debt & Non-recourse Debt

Debt

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


	March 31,			December 31,
($ in millions)	2022			2021
Debt(1)
Senior secured credit facility
Term loan with a rate of 3.50%, due 2028	$	1,294		$	1,297
Revolver with a rate of 2.47%, due 2026		300			300
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		28			27
		2,972			2,974
Less: unamortized deferred financing costs and discounts(2)(3)		(59	)		(61	)
	$	2,913		$	2,913

(1) As of March 31, 2022 and December 31, 2021, weighted-average interest rates were 4.088% and 4.052%, respectively.

March 31,

December 31,

($ in millions)

2021

2020

Debt⁽¹⁾

Senior secured credit facilities:

Term loan with a rate of 3.75%, due 2023

$
175

$
177

Revolver with a weighted average rate of 3.75%, due 2023

660

660

Senior notes with a rate of 6.125%, due 2024

300

300

Other debt

27

27

1,162

1,164

Less: unamortized deferred financing costs and discount⁽²⁾⁽³⁾

(6
)

(5
)

$
1,156

$
1,159

⁽¹⁾(2)

~~As of March 31, 2021 and December 31, 2020, weighted-average interest rates were 4.441 percent and 3.357 percent, respectively.~~

⁽²⁾	Amount includes unamortized deferred financing costs ~~related to our term loan and senior notes of $2 million and $4 million, respectively, as of March 31, 2021 and $1 million and $4 million, respectively, as of December 31, 2020.~~

⁽³⁾	~~Amount does not include deferred financing costs of $4 million as of March 31, 2021 and December 31, 2020, relating to our revolving facility included in~~ ~~Other Assets~~ ~~in our condensed consolidated balance sheets.~~

~~In March 2021, we amended our Credit Agreement which amended certain terms~~ related to ~~financial covenants to permit the previously announced proposed acquisition~~our term loan and senior notes of ~~Dakota Holdings, Inc., (“Diamond”), which indirectly owns all~~$31 million and $22 million, respectively, as of ~~the interests in Diamond Resorts International Inc. (the “Merger”), pursuant to that certain Agreement~~March 31, 2022 and ~~Plan~~$33 million and $22 million, respectively, as of ~~Merger dated March 10, 2021. Refer to Note 20:~~ ~~Planned Acquisition~~ for further information regarding the Merger. The borrowing capacity under the Credit Agreement remained the same. In connection with the amendment, we incurred $1 million in debt issuance costs. In addition, we obtained a revolving credit facility commitment in connection with the Merger and incurred $2 million in debt issuance costs which were amortized over the term of the commitment in the first quarter ofDecember 31, 2021. This ~~was~~amount also includes unamortized original issuance discounts of $6 million as of March 31, 2022 and December 31, 2021.

(3) Amount does not include unamortized deferred financing costs of $5 million as of March 31, 2022 and December 31, 2021 related to our revolving facility which are included in ~~interest expense~~Other assets in our unaudited condensed consolidated ~~statements of operations.~~balance sheets.

Senior secured credit facilities

During the three months ended March 31, ~~2021,~~2022, we repaid $2$3 million ~~(including recurring payments)~~ under the senior secured credit ~~facilities~~facilities. As of March 31, 2022, we had $1 million of letters of credit outstanding under the revolving credit facility and $2 million outstanding backed by cash collateral. We were in compliance with ~~an interest rate based on one month LIBOR plus 3.50~~all applicable maintenance and financial covenants and ratios as of March 31, 2022.~~percent, subject to a 0.25 percent floor.~~

We primarily use interest rate swaps as part of our interest rate risk management strategy for our variable-rate debt. ~~As of March 31, 2021, we had approximately $175 million of our Term Loan subject to interest rate swaps.~~ Such interest rate swaps converted the ~~LIBOR-based~~LIBOR based variable rates on our Revolver and Term Loan to an average fixed ~~annual rate~~rates of 0.53 percent per annum ~~through November 2023.~~with maturities in 2023 and 1.58 percent with maturities between 2023 and 2028, respectively, for the balance on these borrowings up to the notional values of our interest rate swaps. As of March 31, 2022, the notional values of the interest rate swaps under our Revolver and Term Loan were $165 million and $550 million, respectively. 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 ~~a liability~~an asset in ~~Accounts payable, accrued expenses and other~~Other assets in our unaudited condensed consolidated balance ~~sheets as~~sheets. As of March 31, ~~2021~~2022 and December 31, ~~2020.~~2021, the estimated fair value of our cash flow hedges are $32 million and $2 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. ~~For~~The following table reflects the activity in accumulated other comprehensive income related to our derivative instruments during the three months ended March 31, ~~2021, we recorded less than $1 million in accumulated other comprehensive loss related to the hedge.~~

As of March 31, 2021 and December 31, 2020, we had $1 million of outstanding letters of credit under the revolving credit facility. We were in compliance with all applicable maintenance and financial covenants and ratios as of March 31, 2021.2022.


	Net unrealized gain on derivative instruments
Balance as of December 31, 2021	$	2
Other comprehensive income before reclassifications, net		21
Reclassification to net income		1
Balance as of March 31, 2022	$	24

Non-recourse Debt

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

March 31,

December 31,

($ in millions)

2021

2020

Non-recourse debt⁽¹⁾

Securitized Debt with a weighted average rate of 2.711%, due 2028

96

106

Securitized Debt with a weighted average rate of 3.602%, due 2032

187

202

Securitized Debt with a weighted average rate of 2.431%, due 2033

196

216

Securitized Debt with a weighted average rate of 3.658%, due 2039

227

251

706

775

Less: unamortized deferred financing costs⁽²⁾

(8
)

(9
)

$
698

$
766


	March 31,			December 31,
($ in millions)	2022			2021
Non-recourse debt(1)
Timeshare Facility with an average rate of 2.20%, due 2023(3)	$	161		$	131
HGV Securitized Debt with a weighted average rate of 2.711%, due 2028		62			70
HGV Securitized Debt with a weighted average rate of 3.602%, due 2032		131			143
HGV Securitized Debt with a weighted average rate of 2.431%, due 2033		136			151
HGV Securitized Debt with a weighted average rate of 3.658%, due 2039		180			193
Diamond Resorts Premium Yield Facility with an average rate of 4.766%, due 2031		7			8
Diamond Resorts Conduit Facility with an average rate of 2.250%, due 2023		125			125
Diamond Resorts Conduit Facility with an average rate of 3.000%, due 2024		0			8
Diamond Resorts Owner Trust 2017 with a weighted average rate of 3.504%, due 2029		0			41
Diamond Resorts Owner Trust 2018 with a weighted average rate of 4.061%, due 2031		81			92
Diamond Resorts Owner Trust 2019 with a weighted average rate of 3.277%, due 2032		127			148
Diamond Resorts Owner Trust 2021 with a weighted average rate of 2.160%, due 2032		198			224
		1,208			1,334
Less: unamortized deferred financing costs(2)		(5	)		(6	)
	$	1,203		$	1,328

(1) As of March 31, 2022 and December 31, 2021, weighted-average interest rates were 2.873% and 2.876%, respectively.

(2) Amount relates to Securitized Debt only and does not include unamortized deferred financing costs of $2 million and $2 million as of March 31, 2022 and December 31, 2021, respectively, relating to our Timeshare Facility included in Other Assets in our unaudited condensed consolidated balance sheets.

(3) In connection with the amendment to the Timeshare Facility executed in August 2020, the revolving commitment period of the Timeshare Facility

terminates in August 2022, however the repayment maturity date extends 12 months beyond the commitment termination date to August 2023.

⁽¹⁾

~~As of March 31, 2021 and December 31, 2020, weighted-average interest rates were 3.174 percent and 3.173 percent, respectively.~~

⁽²⁾	~~Amount relates to Securitized Debt only and does not include deferred financing costs of$2 million and $3 million as of March 31, 2021 and December 31, 2020, respectively, relating to our Timeshare Facility included in~~ ~~Other Assets~~ ~~in our condensed consolidated balance sheets.~~

The Timeshare Facility ~~is a~~and Premium Yield Facility are non-recourse ~~obligation with a borrowing capacity of $450 million and is~~obligations payable solely from the pool of timeshare financing receivables pledged as collateral and related assets. ~~As of March 31, 2021, and December 31, 2020, we had $450 million remaining~~The Timeshare Facility has a borrowing capacity ~~under our~~of $450 million. Furthermore, we have access to two additional conduit facilities which are non-recourse obligations with customary provisions similar to the Timeshare Facility, each of which bear a variable interest rate plus a margin and are subject to non-use fees. The conduit facilities are due in 2023 and 2024 and have a borrowing capacity of $125 million and $150 million, respectively. These conduit facilities were issued through variable interest entities. See Note 10: ~~In March 2021, we amended our Timeshare Facility to align with our amended Credit Agreement, as described above.~~Consolidated Variable Interest Entities for more information.

We are required to deposit payments received from customers on the timeshare financing receivables securing the Timeshare Facility,Premium Yield 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 ~~$29~~$66 million and $67 million as of March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively, and were included in Restricted cash in our unaudited condensed consolidated balance sheets.

Debt Maturities

The contractual maturities of our debt and non-recourse debt as of March 31, ~~2021~~2022 were as follows:


($ in millions)	Debt		Non-recourse Debt		Total
Year
2022 (remaining)	$	12	$	355	$	367
2023		15		562		577
2024		14		88		102
2025		13		138		151
2026		313		38		351
Thereafter		2,605		27		2,632
	$	2,972	$	1,208	$	4,180

($ in millions)

Debt

Non-recourse
Debt

Total

Year

2021 (remaining)

$
10

$
104

$
114

2022

11

174

185

2023

818

138

956

2024

300

115

415

2025

—

56

56

Thereafter

23

119

142

$
1,162

$
706

$
1,868

Note ~~12:~~14: Fair Value Measurements

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


	March 31, 2021						March 31, 2022
			Hierarchy Level						Hierarchy Level
($ in millions)	Carrying Amount		Level 1		Level 3		Carrying Amount		Level 1		Level 3
Assets:
Timeshare financing receivables, net⁽¹⁾	$	940	$	—	$	1,209
Timeshare financing receivables, net(1)							$	1,718	$	0	$	1,836
Liabilities:
Debt, net⁽²⁾		1,156		314		872
Non-recourse debt, net⁽²⁾		698		—		657
Debt, net(2)								2,913		2,564		338
Non-recourse debt, net(2)								1,203		905		291


	December 31, 2021
			Hierarchy Level
($ in millions)	Carrying Amount		Level 1		Level 3
Assets:
Timeshare financing receivables, net(1)	$	1,747	$	0	$	1,905
Liabilities:
Debt, net(2)		2,913		2,663		340
Non-recourse debt, net(2)		1,328		1,080		270

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

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

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

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

December 31, 2020

Hierarchy Level

($ in millions)

Carrying
Amount

Level 1

Level 3

Assets:

Timeshare financing receivables, net⁽¹⁾

$
974

$
—

$
1,248

Liabilities:

Debt, net⁽²⁾

1,159

315

871

Non-recourse debt, net⁽²⁾

766

—

732

⁽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. Our estimated fair value of derivative financial instruments is considered a level 2 measurement and is included in Note 13: Debt and non-recourse debt above. Our valuation methodology is categorized based on each asset or liability's respective measurement inputs and their correlation to information available in active markets as follows:

•

Level 1 - Measurements based on unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access.

•

Level 2 - Measurements based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active or market data other than quoted prices that are observable.

•

Level 3 - Measurements based on unobservable data that are supported by little or no market activity and are significant to the valuation methodology.

The estimated fair ~~values~~value of our ~~timeshare financing receivables were~~level 2 derivative financial instruments was determined ~~using a~~utilizing projected future cash flows discounted ~~cash flow model. Our model incorporates default rates, coupon rates, credit quality and loan terms respective to the portfolio~~ based on ~~current~~an expectation of future interest rates derived from observable market ~~assumptions for similar types of arrangements.~~interest rate curves and volatilities.

The estimated fair ~~values~~value of our ~~Level 1~~level 3 debt ~~were based on prices in active debt markets.~~ was determined utilizing indicative quotes obtained for similar issuances and projected future cash flows discounted at risk-adjusted rates.

The estimated fair ~~values~~value of our ~~Level~~level 3 ~~debt and~~ non-recourse debt ~~were based on the following:~~was determined utilizing projected future cash flows discounted at risk-adjusted rates.

•

~~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.~~

Non-recurring fair value measurements

Our assets that are measured at fair value on a non-recurring basis, include land and infrastructure held for sale. These assets were measured to their estimated fair value as of December 31, ~~2020.~~2021. We utilized the market approach for the land and cost approach for ~~the~~ infrastructure to determine their respective fair values. The fair value ~~determinations~~calculations involve judgement and are sensitive to key assumptions utilized, including comparative sales for land (level 2) and replacement costs for infrastructure (level 3). ~~As of March 31, 2021 and December 31, 2020,~~There has been no change to the estimated fair value of these assets ~~were as follows and their carrying values were reflected in~~ ~~Land and infrastructure held~~ for ~~sale~~the three months ended March 31, 2022. ~~in our condensed consolidated balance sheets.~~

Note 15: Leases

Hierarchy Level

($ in millions)

Level 2

Level 3

Land held for sale

$
47

$
—

Infrastructure held for sale

—

5

~~Note 13: Leases~~

We lease sales centers, office space and equipment under operating ~~leases.~~leases, some of which we acquired as part of the Diamond Acquisition. Our leases expire at various dates from ~~2021~~ 2022 through 2030, with varying renewal and termination options. Our lease terms include options to extend or terminate the lease when it is reasonably certain that we will exercise that option.

As part of our integration of business operations from the Diamond Acquisition, we ceased utilizing one leased office space in the three months ended March 31, 2022, which the Company considered a triggering event for impairment analysis. We recognized impairment on the related right-of-use asset of $3 million in the three months ended March 31, 2022.

We recognize rent expense on leases with both contingent and non-contingent lease payment terms. Rent associated with non-contingent lease payments are recognized on a straight-line basis over the lease term. Rent expense for all operating leases for the three months ended March 31, 2022 and 2021 ~~and 2020~~ was $4$7 million and $5$4 million, respectively. These amounts include $1$1 million of short-term and variable lease costs for the three months ended March 31, ~~2021~~2022 and ~~2020, respectively.~~2021.

Supplemental cash flow information related to operating leases was as follows:


	Three Months Ended March 31,
($ in millions)	2022		2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases	$	7	$	5
Right-of-use assets obtained in exchange for new lease liabilities:
Operating leases		2		0

Three months ended March 31,

($ in millions)

2021

2020

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash outflows from operating leases

$
5

$
5

Right-of-use assets obtained in exchange for new lease liabilities:

Operating Leases

—

5

Supplemental balance sheet information related to operating leases was as follows:


	March 31,			December 31,
	2022			2021
Weighted-average remaining lease term of operating leases (in years)		4			4
Weighted-average discount rate of operating leases		4.31	%		4.35	%

March 31,

December 31,

2021

2020

Weighted-average remaining lease term of operating leases (in years)

5.3

5.4

Weighted-average discount rate of operating leases

4.98
%

4.95
%

The future minimum lease payments under noncancelable operating leases, due in each of the next five years and thereafter as of March 31, ~~2021,~~2022, are as follows:


($ in millions)	Operating Leases
Year
2022 (remaining)			20
2023			26
2024			18
2025			15
2026			9
Thereafter			6
Total future minimum lease payments		$	94
Less: imputed interest			(9	)
Present value of lease liabilities		$	85

($ in millions)

Operating
Leases

Year

2021 (remaining)

$
12

2022

13

2023

13

2024

11

2025

11

Thereafter

11

Total future minimum lease payments

$
71

Less: imputed interest

(8
)
Present value of lease liabilities

$
63

At the end of each quarter, we estimate the effective tax rate expected to be applied for the full year. The effective tax rate ~~is determined by the level and composition of pre-tax ordinary income or loss, which is subject to federal, foreign and state and local income taxes. The effective tax rate~~ for the three months ended March 31, ~~2021~~2022 and ~~2020~~2021 was approximately 4628 percent and 1146 percent, respectively. The effective tax rate is ~~higher~~lower primarily due to the ~~change in earnings mix of our worldwide income and the~~ impact of a non-recurring discrete ~~item recorded during~~items and share-based compensation awards relative to pre-tax income (loss) through the first quarter of ~~2021~~2022 as compared to the first quarter of ~~2020.~~2021.

~~We have considered the income tax accounting and disclosure implications of the relief provided by the American Rescue Plan~~ ~~Act of 2021~~ enacted on March 11, 2021. As of March 31, 2021, we evaluated the income tax provisions of the American Rescue Plan Act and have determined there to be no effect on either the March 31, 2021 tax rate or the computation of the estimated effective tax rate for the year. We will continue to evaluate the income tax provisions of the American Rescue Plan Act and monitor the developments in the jurisdictions where we have significant operations for tax law changes that could have income tax accounting and disclosure implications.

The following ~~table presents~~tables below present the calculation of our basic and diluted earnings (loss) ~~earnings~~ per share (“EPS”)~~. The~~ and the corresponding weighted average shares outstanding ~~used to compute basic EPS and diluted EPS~~referenced in these calculations for the three months ended March 31, ~~2021 was 85,307,705.The weighted average shares outstanding used to compute basic EPS~~2022 and ~~diluted EPS~~2021.


	Three Months Ended March 31,
($ and shares outstanding in millions, except per share amounts)	2022		2021
Basic EPS:
Numerator:
Net income (loss)(1)	$	51	$	(7	)
Denominator:
Weighted average shares outstanding		120		85
Basic EPS	$	0.42	$	(0.08	)
Diluted EPS:
Numerator:
Net income (loss)(1)	$	51	$	(7	)
Denominator:
Weighted average shares outstanding		122		85
Diluted EPS	$	0.42	$	(0.08	)

(1) Net income (loss) for the three months ended March 31, ~~2020~~2022 and 2021 was $~~85,519,151~~50,768,844 and $(~~86,044,525~~6,771,415), respectively.

Three Months Ended March 31,

($ and shares outstanding in millions, except per share amounts)

2021

2020

Basic EPS:

Numerator:

Net (loss) income⁽¹⁾

$
(7
)

$
8

Denominator:

Weighted average shares outstanding

85

86

Basic EPS

$
(0.08
)

$
0.09

Diluted EPS:

Numerator:

Net (loss) income⁽¹⁾

$
(7
)

$
8

Denominator:

Weighted average shares outstanding

85

86

Diluted EPS

$
(0.08
)

$
0.09


	Three months ended March 31,
	2022		2021
Weighted average shares outstanding:
Basic EPS		119,980,766		85,307,705
Diluted EPS		121,844,837		85,307,705

For the three months ended March 31, 2022 and 2021, we excluded 338,109 and 638,050, respectively, of share-based compensation awards because their effect would have been anti-dilutive under the treasury stock method.

⁽¹⁾	~~Net (loss) income for the three months ended March 31, 2021 and 2020 was $(6,771,415) and $7,826,746, respectively.~~

The dilutive effect of outstanding share-based compensation awards is reflected in diluted earnings (loss) per common share by application of the treasury stock method using average market prices during the period. Potentially dilutive shares of 943,373 ~~for the three months ended March 31, 2021,~~ were excluded from the calculation of diluted weighted average shares outstanding and diluted earnings per share ~~as a result of our net loss position.~~

~~For the~~ three months ended March 31, 2021 ~~and 2020, we excluded 638,050 and1,754,656~~ ~~share-based compensation awards, respectively,~~ because their effect would have been anti-dilutive under the treasury stock method.

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, ~~2021,~~2022, we were committed to purchase approximately ~~$453~~$329 million of inventory and land over a period of 109 years and ~~$11~~$15 million of other commitments ~~under~~in the normal course of business. Additionally, we have committed to develop additional vacation ownership units at an existing resort in Japan. 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 isare 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, 2022, we did not make any purchases related to our inventory commitments. During the three months ended March 31, 2021, we ~~purchased $1~~completed $1 million asof purchases required under our inventory-related purchase commitments. ~~We did 0t make any purchases related to our commitments for the three months ended March 31, 2020.~~As of March 31, ~~2021,~~2022, our remaining ~~obligation~~obligations pursuant to these arrangements were expected to be incurred as follows:


($ in millions)	2022 (remaining)		2023		2024		2025		2026		Thereafter		Total
Inventory purchase obligations	$	59	$	215	$	40	$	3	$	3	$	9	$	329
Other commitments(1)		10		5		0		0		0		0		15
Total	$	69	$	220	$	40	$	3	$	3	$	9	$	344

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

As part of the Diamond Acquisition and per our licensing agreement with Hilton, we are committed to rebranding Diamond properties to brands that meet Hilton standards. As of March 31, 2022, we have incurred rebranding costs in respect to information technology and sales centers, and expect rebranding to occur over a period of several years.

We are involved in litigation arising from the normal course of business, some of which includes claims for substantial sums. ~~Management has evaluated~~We evaluate these legal ~~matters~~proceedings and ~~we believe that possible losses derived from~~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 ~~possible~~estimated.

As of March 31, 2022, we accrued liabilities of approximately $117 million for all legal matters that were contingencies. Substantially all of these accrued liabilities are related to matters that existed as of the Acquisition Date, of which approximately $24 million are subject to change during the measurement period of the Diamond Acquisition. See Note 3: Diamond Acquisition. Approximately $92 million of these accrued liabilities relate to a judgment entered against Diamond in March 2022 in connection with a case filed in 2015 that was not deemed probable and estimable as of the Acquisition Date. This matter is ~~not reasonably estimable. While the actual results of claims~~subject to insurance coverage and ~~litigation cannot be predicted with certainty, we expect that the resolution of all pending or threatened claims and litigation~~as a result as of March 31, ~~2021, will 0t materially affect~~2022, we recorded an insurance claim receivable of $92 million within Accounts receivable, net in our unaudited 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 ~~statements.~~

~~On March 10, 2021, we~~condition, cash flows, or materially adversely affect overall trends in our results of operations, legal proceedings are inherently uncertain and ~~our wholly-owned subsidiary Hilton Grand Vacations Borrower LLC entered into an Agreement and Plan~~unfavorable rulings could, individually or in aggregate, have a material adverse effect on the Company’s business, financial condition or results of Merger (“Merger Agreement”) with Dakota Holdings, Inc. (“Diamond”), which is controlled by the investment funds and vehicles managed by affiliates of Apollo Global Management Inc. (“Apollo”) and certain stockholders of Diamond, under which we agreed to acquire Diamond, in a stock transaction with an equity fair value of approximately $1.4 billion as of that date. Under the Merger Agreement, Apollo and other Diamond stockholders are expected to receive approximately 34.5 million shares of our common stock, par value $0.01 per share, subject to customary adjustments. Upon transaction close, existing HGV shareholders are expected to own approximately 72% of the combined company and Apollo is expected to own approximately 28% of the combined company. The transaction has been approved by the Board of Directors for both companies. Consummation of this transaction is subject to customary conditions, including approval from shareholders of both us and Diamond, receipt of any required regulatory approvals and other customary closing conditions.operations.

~~We intend to finance the transaction through a combination of cash on hand, assumption of debt and incremental debt financing. The transaction is anticipated to close during the summer of 2021.~~

Note ~~21:~~22: Subsequent Events

~~Management has evaluated~~On April 21, 2022, we completed a $246 million securitization of our gross timeshare financing receivables with an overall weighted average interest rate of 4.30 percent and an overall advance rate of 95 percent. The proceeds were primarily used to pay down one of our conduit facilities in full, which was a total of $115 million, and for general corporate purposes.

On May 3, 2022, we amended the terms of the Timeshare Facility to increase the borrowing capacity from $450 million to $750 million, allowing us to borrow up to the maximum amount until May 2024 and requiring all ~~subsequent events through April 29, 2021, the date the unaudited condensed consolidated financial statements were available~~amounts borrowed to be ~~issued.~~repaid in 2025. The ~~results~~Timeshare Facility is secured by certain timeshare financing receivables in our loan portfolio.

On May 4, 2022, our Board of ~~management’s analysis indicated no significant subsequent events have occurred that required consideration or adjustment~~Directors approved a share repurchase program authorizing the Company to ~~our disclosures in the unaudited financial statements.~~repurchase up to an aggregate of $500 million of its outstanding shares of common stock.

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

~~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, ~~2020.~~2021.

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. 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, ~~that~~which may cause the actual results, performance or achievements to be materially different from the future results. Factors that could cause HGV’s actual results to differ materially from those contemplated by its forward-looking statements include: risks that HGV may not realize the ~~occurrence of any event, change~~expected cost savings, synergies, growth and other benefits from the Diamond Acquisition or ~~other circumstances~~ that ~~could give rise~~the costs related to the ~~termination~~Diamond Acquisition are greater than anticipated; risks that there may be significant costs and expenses associated with liabilities related to the Diamond business that were either unknown or are greater than those anticipated at the time of the ~~Merger Agreement;~~Diamond Acquisition; risks that HGV may not be successful in integrating the ~~inability to complete~~Diamond business into all aspects of our business and operations, including the ~~proposed Merger due to the failure to obtain stockholder approval for the proposed Merger or the failure to satisfy other conditions to completion~~conversion and rebranding of the ~~proposed Merger, including~~Diamond properties, rooms and sales facilities into HGV-branded assets, or that the integration will take longer than anticipated; the potential magnification of our operational risks as a ~~governmental entity may prohibit, delay or refuse to grant approval for the consummation~~result of the ~~transaction;~~Diamond Acquisition and integration of the Diamond business; risks related to disruption of management’s attention from HGV’s ongoing business operations due to ~~the transaction; the~~its efforts to integrate Diamond Resorts into HGV; any adverse effect of the ~~announcement of the proposed Merger~~Diamond Acquisition on HGV’s reputation, relationships, operating results and business generally; the ~~risk that the proposed Merger will not be consummated in a timely manner; exceeding the expected costs of the Merger; the material~~continuing impact of the COVID-19 pandemic on HGV’s business, operating results, and financial condition; the extent and duration of the impact of the COVID-19 pandemic on global economic conditions; HGV’s ability to meet its liquidity needs; risks related to HGV’s ~~indebtedness;~~indebtedness, especially in light of the significant amount of indebtedness we incurred to complete the Diamond Acquisition; inherent business risks, market trends and competition within the timeshare and hospitality industries; HGV’s ability to successfully source inventory and market, sell and finance VOIs; default rates on our financing ~~receivables;~~receivables (including those financing receivables related to the Diamond business); the reputation of and our ability to access Hilton brands and programs, including the risk of a breach or termination of our license agreement with Hilton; the integration of Diamond’s operations as part of our overall brand that is governed by the terms of the license agreement; compliance with and changes to United States and global laws and regulations, including those related to anti-corruption and privacy; risks related to HGV’s acquisitions, joint ventures, and other partnerships; HGV’s dependence on third-party development activities to secure just-in-time inventory; the performance of HGV’s information technology systems and our ability to maintain data security; regulatory proceedings or litigation; adequacy of our workforce to meet HGV’s business and operation needs; HGV’s ability to attract and retain key executives and employees with skills and capacity to meet our needs; and natural disasters or adverse geo-political conditions. Any one or more of the foregoing or other factors could adversely impact HGV’s operations, revenue, operating profits and margins, key business operational metrics discussed under “— Operational Metrics” below, financial condition ~~and/~~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” of our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2020, as supplemented and updated by the risk factors discussed in “Part II-Item 1A. Risk Factors” of this Report~~2021, and those 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. “Legacy-HGV” refers to our business and operations that existed both prior to and following the Diamond Acquisition (as defined below), excluding Legacy-Diamond. “Legacy-Diamond” refers to the business and operations that we acquired in the Diamond Acquisition. Except where the context requires otherwise, references to our “properties” or “resorts” ~~and “VOIs”~~ refer to the timeshare properties that we manage or own. Of these resorts and ~~VOIs,~~units, a portion is directly owned by us or ~~our~~ joint ventures in which we have an ~~interest and~~interest; the remaining resorts and ~~VOIs~~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.~~intervals and interests.

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.

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 ~~that markets~~engaged in developing, marketing, selling and ~~sells VOIs, manages~~managing timeshare resorts ~~in top leisure and urban destinations,~~primarily under the Hilton Grand Vacations brand. Our Company also owns and operates aDiamond Resorts International ("Diamond") and are in the process of rebranding Diamond properties and sales centers to brands that meet Hilton standards. Our operations primarily consist of: selling vacation ownership intervals and vacation ownership interests (collectively, “VOIs”, "VOI") for us and third parties; financing and servicing loans provided to consumers for their timeshare purchases; operating resorts and multi-resort trusts; and managing our points-based ~~vacation club.~~ Hilton Grand Vacations Club and Hilton Club exchange program (collectively the “Legacy-HGV Club”) and Diamond points-based clubs.

As of March 31, ~~2021,~~2022, we have 62154 properties ~~representing 499,616 VOIs, that are primarily~~ located in ~~vacation destinations such as Orlando, Las Vegas,~~ the ~~Hawaiian Islands, New York City, Washington D.C.~~United States (“U.S.”), ~~South Carolina, Barbados~~Europe, Mexico, the Caribbean, Canada, and ~~Mexico~~Japan. A significant number of our properties and VOIs are concentrated in Florida, Nevada, Hawaii, Europe, California, Virginia and Arizona. and feature spacious, condominium-style accommodations with superior amenities and quality service. As of March 31, ~~2021,~~2022, we have approximately ~~328,000~~335,000 Hilton Grand Vacations Club and Hilton Club ~~(collectively the “Club”)~~ members. Legacy-HGV Club members have the flexibility to exchange their VOIs for stays at any Hilton Grand Vacations resort or any property in the Hilton system of 18 industry-leading brands across approximately ~~6,400~~6,800 properties, as well as numerous experiential vacation options, such as cruises and guided tours. ~~Our business has been~~We also have 168,000 Diamond Club members who are able to utilize their points across the Diamond resorts, affiliated properties and ~~continues~~alternative experiential options.

Diamond Acquisition

On August 2, 2021, we completed the acquisition of Dakota Holdings, Inc., the parent of Diamond (the “Diamond Acquisition”). We completed the acquisition by exchanging 100 percent of the outstanding equity interests of Diamond into shares of HGV common stock. Pre-existing HGV shareholders own approximately 72 percent of the combined company after giving effect of the Diamond Acquisition, with certain funds controlled by Apollo Global Management Inc. (the "Apollo

Funds" or, "Apollo") and other minority shareholders, who previously owned 100 percent of Diamond, holding the remaining approximately 28 percent at the time the Diamond Acquisition was completed.

Diamond also operates in the hospitality and VOI industry, with a worldwide resort network of global vacation destinations. Diamond’s portfolio consists of resort properties that we manage, are included in one of Diamond's single- and multi-use trusts (collectively, the "Diamond Collections" or "Collections"), or are Diamond branded resorts in which we own inventory. In addition there are affiliated resorts and hotels, which we do not manage, and which do not carry the Diamond brand but are a part of Diamond's network and, through THE Club® and other Club offerings (the “Diamond Clubs”), are available for its members to ~~be adversely impacted by~~use as vacation destinations.

Diamond’s operations primarily consist of: VOI sales and financing which includes marketing and sales of VOIs and consumer financing for purchasers of the ~~COVID-19 pandemic and its effects on the global economy, including the various government orders and mandates for closures of non-essential businesses. Please see “Recent Events Related~~Company's VOIs; operations related to the ~~COVID-19 Pandemic~~management of the homeowners associations (the “HOAs”) for resort properties and ~~Impact~~the Diamond Collections, operating and managing points-based vacation clubs, and operation of certain resort amenities and management services.

The financial results within this report include Diamond’s results of operations beginning on ~~Our Results of Operations, Financial Condition,~~August 2, 2021. We refer to Diamond's business and ~~Business During~~operations that we acquired as "Legacy-Diamond", and our business and operations that existed both prior to and following the ~~Three Months Ended March 31, 2021”~~Diamond Acquisition as "Legacy-HGV." See Note 3: Diamond Acquisition for more information. Acquisition and integration-related expenses represent direct costs associated with the Diamond Acquisition including integration costs, legal fees, financial and other ~~discussions throughout this Report for additional information regarding such impacts.~~professional services. These expenses also include severance, retention and other employee-related benefits.

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 Legacy-HGV product is 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 basis, at the timeshare resort where the VOI was purchased. Traditionally, timeshare operators have funded 100 percent of the investment necessary to acquire land and construct timeshare properties. WeIn addition to developing our own properties, we source VOIs through fee-for-service and just-in-time agreements with third-party developers and have focused our inventory strategy on developing an optimal inventory mix focused on developed properties as well as fee-for-service and just-in-time agreements. The fee-for-service agreements enable us to generate fees from the sales and marketing of the VOIs and Legacy-HGV 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.

We also source VOIs through our Collections product which are represented by an annual or biennial allotment of points that can be utilized for vacations at any of the resorts in our network for varying lengths of stay. Purchasers of points generally do not acquire a direct ownership interest in the resort properties in our network. 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.

For the three months ended March 31, ~~2021,~~2022, sales from fee-for-service, just-in-time, ~~and~~ developed inventory and points-based sources were 4025 percent, 2814 percent, 19 percent and 3242 percent, respectively, of contract sales. See “Key Business and Financial Metrics and Terms Used by ~~Management—~~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 approximately ~~$10~~$13 billion at current pricing.

Capital efficient arrangements, comprised of our fee-for-service and just-in-time inventory, represented approximately 5240 percent 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 ~~under the Hilton Grand Vacations brand~~ primarily through our distribution network of ~~both in-market~~both-in-market and off-site sales centers. Our products are currently marketed for sale throughout the United States, Mexico, Canada, Europe, and ~~the Asia-Pacific region.~~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 approximately 60 sales distribution centers in ~~Las Vegas, Orlando, Oahu, Japan, New York, Myrtle Beach, Waikoloa, Washington D.C., Hilton Head, Park City, Chicago, Korea, Carlsbad~~various domestic and ~~Los Cabos.~~international locations. A phased rebranding of sales centers that were acquired as part of the Diamond Acquisition began in late 2021. 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 and have an affinity with Hilton (Legacy-HGV only) and are frequent leisure travelers. 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 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, ~~2021, 66~~2022, 73 percent of our contract sales were to our existing owners.

We provide financing for members purchasing our developed and acquired inventory and generate interest income. 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 42.5 percent to 1825 percent per annum. Financing propensity was 65 percent ~~and 63 percent~~ for the three months ended March 31, ~~2021~~2022 and ~~2020, respectively.~~2021. 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 ~~new~~ loans to U.S. and Canadian borrowers at the time of origination were as follows:


	Three Months Ended March 31,
	2022		2021
Weighted-average FICO score		740		735

Three Months Ended March 31,

2021

2020

Weighted-average FICO score

735

736

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 ~~Club.~~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 6: 7: Timeshare Financing Receivables in our unaudited condensed consolidated financial statements.

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

Resort Operations and Club Management

We enter into management agreements with the HOAs of the ~~VOI owners for~~ 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 management services include day-to-day operations of the resorts, maintenance of the resorts, preparation of reports, budgets and projections and employee training and oversight. Our HOA management agreements provide for a cost-plus management fee, which means we generally earn a fee equal to 10 percent to 15 percent of the costs to operate the applicable resort. 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 reimbursed for the costs incurred to perform our services, principally related to personnel providing on-site services. The initial term of our management agreements typically ranges from three to five years and 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.

We also manage and operate the Clubs, including the points-based Hilton Grand Vacations Club and Hilton Club exchange programs, which provide exclusive exchange, leisure travel and reservation services to our Legacy-HGV Club ~~members.~~members, as well as the Diamond Clubs. When owners purchase a VOI, they are generally enrolled in ~~the~~a Club ~~and given an annual allotment of points that allow~~which allows the member to exchange their ~~annual usage rights in the VOI that they own~~points for a number of vacation ~~and travel~~ 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 percent of the contract price. Contract sales differ from revenues from the Sales of VOIs, net that we report in our unaudited condensed consolidated statements of operations due to the requirements for revenue recognition, as well as adjustments for incentives. We consider contract sales to be an important operating measure because it reflects the pace of sales in our business and is used to manage the performance of the sales organization. While we do not record the purchase price of sales of VOI products developed by fee-for-service partners as revenue in our unaudited 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.

•

~~Contract sales~~ represents the total amount of VOI products (fee-for-service and developed) under purchase agreements signed during the period where we have received a down payment of at least 10 percent 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. We consider contract sales to be an important operating measure because it reflects the pace of sales in our business and is used to manage the performance of the sales organization. While we do not record the purchase price of sales of VOI products developed by fee-for-service partners as revenue in our unaudited 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, developed and ~~developed)~~points-based) is most appropriate for the purpose of the operating ~~metric,~~metric; additional information regarding the split of contract sales, is included in “—Real Estate” below. ~~See~~ ~~Note 2:~~ ~~Basis of Presentation and Summary of Significant Accounting Policies~~

•

Sales revenue ~~in our audited consolidated financial statements included in Item 8 in our Annual Report on form 10-K for the year ended December 31, 2020, for additional information on~~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 ~~net.~~ 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.

•

~~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.

For further information see Item 8. Financial Statements and Supplementary Data - Note 2: Basis of Presentation and Summary of Significant Accounting Policies in our Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

EBITDA and Adjusted EBITDA

EBITDA, presented herein, is a financial measure that is not recognized under U.S. GAAP that reflects net income (loss), 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 translations; (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 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 (loss) 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.

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 (loss), 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.

•

~~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 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.

~~Recent Events Related to the COVID-19 Pandemic and Impact on Our~~ 35

Results of Operations ~~Financial Condition, and Business During the~~

Three Months Ended March 31, ~~2021.~~

In March 2020, a National Public Health Emergency was declared in response to the coronavirus, known as COVID-19. As a result, many local, county and state government officials have issued, and continue to issue or reinstate, various mandates and orders to close non-essential businesses, impose travel restrictions, and require “stay-at-home” and/or self-quarantine in certain cases, all in an effort to protect the health and safety of individuals and aimed at slowing and ultimately stopping the spread and transmission of the virus. Accordingly, commencing ~~in March 2020, we started to temporarily close substantially all of our properties and~~ ~~suspended our U.S sales operations and closed such sales offices.~~ In the second quarter of 2020, we began a phased reopening of resorts and resumption of our business activities, but under new operating guidelines and with safety measures. With the anticipated gradual receding of the pandemic, as well as COVID-19 vaccinations becoming more widespread and various restrictions continuing to ease, consumers have started to resume normal activities, including travel and leisure, and more businesses have commenced resuming operations. We plan to continue to reopen our resorts and resume our normal business as conditions permit, but there can be no assurance that such positive trends will continue or that there will not be any increases of new infections or new variants that may impede or reverse recovery and such positive trends.

In response to the impact of the COVID-19 pandemic, we took a variety of actions to ensure the continuity of our business and operations and to secure our liquidity position to provide financial flexibility. These actions include amending certain financial covenant ratios through the third quarter of 2021, as may be needed due to the ongoing and uncertain future impact of the COVID-19 pandemic on our business and operations.

The temporary closure of our resorts and sales centers, and the related suspensions of our operations, as well as various travel and other restrictions, expectedly have had a materially adverse impact on our revenues, net (loss) income and other operating results during the first quarter, as well as our business and operations generally, as more fully discussed below. As discussed in further detail below, substantially all of the unfavorable changes in our operating results during the quarter ended March 31, 2021 as compared to prior periods were a result of the ongoing impact of the COVID-19 pandemic on travel demand.

~~Outlook~~

The COVID-19 pandemic has created an unprecedented and challenging time. Our current focus is on continuing to position the Company to be in a sound position from an operational, liquidity, credit access, and compliance perspective for a strong recovery when the impact of COVID-19 subsides. As mentioned above, we have taken several steps to enhance our liquidity and provide financial flexibility. We will continue to assess the evolving COVID-19 pandemic, including the various restrictions on travel, leisure and other activities, and general business operations, and will take additional actions as appropriate.

As of March 31, 2021, approximately 80 percent of our resorts and nearly all of our sales centers are open and currently operating. However, some of our resorts and sales centers are operating in markets with capacity constraints and various safety measures, which are impacting consumer demand for resorts in those markets. Prior to reopening our resorts and sales centers, we introduced the HGV Enhanced Care Guidelines, designed to provide owners, guests and team members with the highest level of cleaning protocols and safety standards recommended by the Center for Disease Control and Prevention and cleaning solutions approved by the Environmental Protection Agency in response to the COVID-19 pandemic. While we plan to continue to reopen our resorts and resume our business as conditions and applicable rules and regulations permit, the pandemic continues to be unprecedented and rapidly changing, and has unknown duration and severity. Further, despite the recent receding of travel and other restrictions in regions and locations where we have a significant concentration of our properties and units and other positive trends with the pandemic, the pandemic continues to adversely impact consumer demand for our resorts in those areas and our business in general.

Accordingly, there remains significant uncertainty as to the continuing degree of impact and duration of the conditions stemming from the ongoing pandemic on our revenues, net income and other operating results, as well as our business and operations generally. Please carefully review the risk factors contained in this quarterly report on Form 10-Q, in Item 1A of our Form 10-K for the year ended December 31, 2020 and those described from time to time in other periodic reports that we file with the SEC for discussions of various factors and uncertainties related to the pandemic that may materially impact us.

~~Planned Acquisition of Diamond~~

On March 10, 2021, we and our wholly-owned subsidiary Hilton Grand Vacations Borrower LLC entered into an Agreement and Plan of Merger (“Merger Agreement”) with Dakota Holdings, Inc. (“Diamond”), which is controlled by the investment funds and vehicles managed by affiliates of Apollo Global Management Inc. (“Apollo”) and certain stockholders of Diamond, under which we agreed to acquire Diamond, in a stock transaction with an equity fair value of approximately $1.4 billion as of that date. Under the Merger Agreement, Apollo and other Diamond stockholders will receive approximately 34.5 million shares of our common stock, par value $0.01 per share, subject to customary adjustments. Upon transaction close, existing HGV shareholders will own approximately 72% of the combined company and Apollo will own approximately 28% of the combined company. The transaction has been approved by the Board of Directors for both companies. Consummation of this transaction is subject to customary conditions, including approval from shareholders of both us and Diamond, receipt of any required regulatory approvals and other customary closing condition.

~~We intend to finance the transaction through a combination of cash on hand, assumption of debt and incremental debt financing. The transaction is anticipated to close during the summer of 2021.~~

~~Results of Operations~~

~~Three Months Ended March 31, 2021~~2022 Compared with the Three Months Ended March 31, ~~2020~~ 2021

Segment Results

We evaluate our business segment operating performance using segment Adjusted EBITDA, as described in Note ~~18:~~ 20: Business Segments in our unaudited condensed consolidated financial statements. We do not include equity in earnings (losses) from unconsolidated affiliates in our measures of segment operating performance. 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 tables set forth revenues and Adjusted EBITDA by segment:


	Three Months Ended March 31,						Variance						Three Months Ended March 31,						Variance
($ in millions)	2021			2020			$			%			2022			2021			$			%
Revenues:
Real estate sales and financing	$	123		$	206		$	(83	)		(40.3	)%	$	452		$	123			329		NM(1)
Resort operations and club management		80			104			(24	)		(23.1	)
Segment revenues		203			310			(107	)		(34.5	)
Resort operations and club management(1)														268			80			188		NM(1)
Total segment revenues														720			203			517		NM(1)
Cost reimbursements		35			49			(14	)		(28.6	)		66			35			31			88.6	%
Intersegment eliminations⁽¹⁾		(3	)		(8	)		5			(62.5	)
Intersegment eliminations(1)(2)														(7	)		(3	)		(4	)	NM(1)
Total revenues	$	235		$	351		$	(116	)		(33.0	)	$	779		$	235			544		NM(1)

(1) Fluctuation in terms of percentage change is not meaningful.

(2) Refer to Note 20: Business Segments in our unaudited condensed consolidated financial statements for details on the intersegment eliminations.

⁽¹⁾

~~Refer to Note 18:~~ ~~Business Segments~~ ~~in our unaudited condensed consolidated financial statements for details on the intersegment eliminations.~~

The following table reconciles net income (loss) ~~income,~~, our most comparable U.S. GAAP financial measure, to EBITDA and Adjusted EBITDA:


	Three Months Ended March 31,						Variance						Three Months Ended March 31,						Variance
($ in millions)	2021			2020			$			%			2022			2021			$			%
Net (loss) income	$	(7	)	$	8		$	(15	)	NM⁽¹⁾
Net income (loss)													$	51		$	(7	)		58		NM(1)
Interest expense		15			10			5			50.0	%		33			15			18		NM(1)
Income tax (benefit) expense		(6	)		1			(7	)	NM⁽¹⁾
Income tax expense (benefit)														20			(6	)		26		NM(1)
Depreciation and amortization		11			12			(1	)		(8.3	)		60			11			49		NM(1)
Interest expense, depreciation and amortization included in equity in earnings from unconsolidated affiliates		1			1			—			—			—			1			(1	)	NM(1)
EBITDA		14			32			(18	)		(56.3	)		164			14			150		NM(1)
Other loss (gain), net		1			(2	)		3		NM⁽¹⁾
Share-based compensation expense⁽²⁾		4			(2	)		6		NM⁽¹⁾
Other (gain) loss, net														(1	)		1			(2	)	NM(1)
Share-based compensation expense														11			4			7		NM(1)
Impairment expense		1			—			1		NM⁽¹⁾				3			1			2		NM(1)
Other adjustment items⁽³⁾		22			5			17		NM⁽¹⁾
Acquisition and integration-related expense														13			15			(2	)		(13.3	)%
Other adjustment items(2)														12			7			5			71.4	%
Adjusted EBITDA	$	42		$	33		$	9			27.3		$	202		$	42			160		NM(1)

(1) Fluctuation in terms of percentage change is not meaningful.

(2) For the three months ended March 31, 2022 and 2021 this amount includes costs associated with restructuring, one-time charges, and

other non-cash items. This also includes amortization of premiums resulting from purchase accounting.

⁽¹⁾

~~Fluctuation in terms of percentage change is not meaningful.~~

⁽²⁾

For the three months ended March 31, 2021, we recognized share-based compensation expense of $4 million. For the three months ended March, 31, 2020, we recognized a credit to share-based compensation expense of $2 million due to the reversal of $8 million of expense recognized in prior years related to our Performance RSUs which were not expected to achieve certain performance targets.

⁽³⁾

For the three months ended March 31, 2021 this amount includes $15 million of acquisition costs associated with the recently announced acquisition of Diamond, $4 million of costs associated with restructuring, and $3 million of other one-time charges and non-cash items. For the three months ended March 31, 2020, this amount includes costs associated with restructuring, one-time charges, and other non-cash items.

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


	Three Months Ended March 31,						Variance
($ in millions)	2022			2021			$			%
Adjusted EBITDA:
Real estate sales and financing(2)	$	153		$	27			126		NM(1)
Resort operations and club management(2)		101			42			59		NM(1)
Adjustments:
Adjusted EBITDA from unconsolidated affiliates		3			3			—			—
License fee expense		(25	)		(14	)		(11	)		78.6	%
General and administrative(3)		(30	)		(16	)		(14	)		87.5	%
Adjusted EBITDA	$	202		$	42			160		NM(1)

(1) Fluctuation in terms of percentage change is not meaningful.

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

Three Months Ended March 31,

Variance

($ in millions)

2021

2020

$

%

Adjusted EBITDA:

Real estate sales and financing⁽¹⁾

$
27

$
15

$
12

NM⁽¹⁾

Resort operations and club
management⁽¹⁾

42

55

(13
)

(23.6
)%
Adjustments:

Adjusted EBITDA from
unconsolidated affiliates

3

4

(1
)

(25.0
)
License fee expense

(14
)

(22
)

8

(36.4
)
General and administrative⁽²⁾

(16
)

(19
)

3

(15.8
)
Adjusted EBITDA

$
42

$
33

$
9

27.3

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

⁽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 (“ASC”) 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,
($ in millions)	2022			2021
Sales of VOIs (deferrals)	$	(42	)	$	(32	)
Sales of VOIs recognitions		—			—
Net Sales of VOIs (deferrals) recognitions		(42	)		(32	)
Cost of VOI sales (deferrals)(1)		(13	)		(10	)
Cost of VOI sales recognitions		—			—
Net Cost of VOI sales (deferrals) recognitions(1)		(13	)		(10	)
Sales and marketing expense (deferrals)		(7	)		(4	)
Sales and marketing expense recognitions		—			—
Net Sales and marketing expense (deferrals) recognitions		(7	)		(4	)
Net construction (deferrals) recognitions	$	(22	)	$	(18	)

(1) Includes anticipated Costs of VOI sales of VOIs under construction that will be acquired under a just-in-time arrangement once construction is complete

Three Months Ended March 31,

Variance

($ in millions)

2021

2020

$

Sales of VOIs (deferrals)

$
(32
)

$
(47
)

$
15

Sales of VOIs recognitions

—

—

—

Net Sales of VOIs (deferrals) recognitions

(32
)

(47
)

15

Cost of VOI sales (deferrals)⁽¹⁾

(10
)

(13
)

3

Cost of VOI sales recognitions

—

—

—

Net Cost of VOI sales (deferrals) recognitions⁽¹⁾

(10
)

(13
)

3

Sales and marketing expense (deferrals)

(4
)

(7
)

3

Sales and marketing expense recognitions

—

—

—

Net Sales and marketing expense
(deferrals) recognitions

(4
)

(7
)

3

Net construction (deferrals) recognitions

$
(18
)

$
(27
)

$
9

⁽¹⁾for the three months ended March 31, 2022 and 2021.

Includes anticipated Costs of VOI sales of VOIs under construction that will be acquired under a just-in-time arrangement once construction is complete for the three months ended March 31, 2021 and 2020.

Real estate sales and financing segment revenues ~~decreased~~increased by ~~$83~~$329 million for the three months ended March 31, ~~2021,~~2022, compared to the same period in ~~2020,~~2021, primarily due to ~~decreases~~a $273 million increase in sales revenue and ~~marketing revenue as~~ a ~~result of~~$27 million increase in financing revenue. Excluding the ~~significant ongoing~~ impact of the ~~COVID-19 pandemic on~~Diamond Acquisition, sales revenue primarily increased due to the increase in travel ~~demand. As~~demand and reopening of ~~March 31, 2021, operations at approximately 20 percent~~nearly all of our ~~properties remain temporarily suspended,~~resorts and sales centers by the end of the second quarter of 2021 in addition to an increase in the average transaction price corresponding with new inventory available for sale at resorts that were opened in the second half of 2021. This increase was partially offset by a ~~number~~$10 million increase in deferred revenue related to sales of ~~our remaining markets continue to operate under capacity~~VOIs of Maui Bay Villas Phase IB and ~~other constraints, which has led to decreased results.~~The Beach Resort Sesoko Phase II projects. Financing revenue increased

corresponding with an increase in interest income driven by a greater outstanding timeshare financing receivables balance and an increase in servicing fees and interest rates.Real estate sales and financing segment Adjusted EBITDA increased by ~~$12~~$126 million for the three months ended March 31, ~~2021,~~2022, compared to the same period in ~~2020,~~2021, primarily due to the ~~decrease~~revenue increases discussed above in ~~cost of VOI sales and real estate operating expenses exceeding the decrease~~addition to improvements in ~~segment revenues associated with segment performance discussed herein. In addition,~~our real estate sales and financing segment Adjusted EBITDA was impacted by the favorable impact of a $3 million net credit of government assistance from Japan and an employee retention credit granted under the CARES Act, primarily related to payments made to employees as a result of operational closures caused by the COVID-19 pandemic for the three months ended March 31, 2021.profit margins.

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

Resort Operations and Club Management

Resort operations and club management segment revenues ~~decreased $24~~increased by $188 million for the three months ended March 31, ~~2021,~~2022 compared to the same period in ~~2020, primarily due to decreases~~2021, driven by increases in rental and ancillary ~~revenues as a result~~revenue of $104 million and resort and club management revenue of $80 million. Excluding the ~~ongoing~~ impact of the ~~COVID-19 pandemic on travel demand. As~~Diamond Acquisition, the increase in resort operations and club management revenues was driven by greater resort management revenue from the launch of ~~March 31,~~new properties in the second half of 2021 ~~operations at approximately 20 percent~~as well as an increase in Club members. Rental and ancillary revenues also increased due to an increase in available rooms in addition to higher daily rates charged related to the aforementioned launch of ~~our~~new properties ~~remain temporarily suspended, and a number of our remaining markets continue~~compared to ~~operate under capacity and other constraints, which has led to decreased results.~~

the same period in 2021. Resort operations and club management segment ~~Adjusted~~adjusted EBITDA ~~decreased $13~~increased $59 million for the three months ended March 31, ~~2021,~~2022 compared to the same period in ~~2020,~~2021, primarily due to the ~~decreases~~increases in ~~segment margin~~resort and club management and rental revenues described above, partially offset by a decrease in resort and club management profit margins associated with ~~segment performance discussed herein.~~higher salaries and wages expense.

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
($ in millions, except Tour flow and VPG)	2022			2021			$			%
Contract sales	$	509		$	139			370		NM(1)
Adjustments:
Fee-for-service sales(2)		(129	)		(56	)		(73	)	NM(1)
Provision for financing receivables losses		(31	)		(16	)		(15	)		93.8	%
Reportability and other:
Net deferral of sales of VOIs under construction(3)		(42	)		(32	)		(10	)		31.3	%
Fee-for-service sale upgrades, net		4			2			2			100.0	%
Other(4)		(42	)		(4	)		(38	)	NM(1)
Sales of VOIs, net	$	269		$	33			236		NM(1)
Tour flow		98,601			27,948			70,653
VPG	$	4,849		$	4,647		$	202

(1) 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.

Three Months Ended March 31,

Variance

($ in millions, except Tour flow and VPG)

2021

2020

$

%

Contract sales

$
139

$
244

$
(105
)

(43.0
)%
Adjustments:

Fee-for-service sales⁽²⁾

(56
)

(130
)

74

(56.9
)
Provision for financing receivables losses

(16
)

(37
)

21

(56.8
)
Reportability and other:

Net deferral (recognition) of sales of VOIs under construction⁽³⁾

(32
)

(47
)

15

(31.9
)
Fee-for-service sale upgrades, net

2

8

(6
)

(75.0
)
Other⁽⁴⁾

(4
)

18

(22
)

NM⁽¹⁾

Sales of VOIs, net

$
33

$
56

$
(23
)

(0.4
)
Tour flow

27,948

66,965

(39,017
)

(58.3
)
VPG

$
4,647

$
3,506

$
1,141

32.5

(3) Represents the net impact of deferred 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.

⁽¹⁾

~~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 impact of deferred 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 ~~decreased $105~~increased by $370 million for the three months ended March 31, ~~2021,~~2022 compared to the same period in ~~2020,~~2021. Excluding the impact of the Diamond Acquisition, this increase was primarily due to ~~a decrease~~an increase in tour flow and VPG corresponding with increases in travel demand and average transaction prices related to ~~the ongoing impact of the COVID-19 pandemic on travel demand. As of March 31, 2021, operations~~new inventory available for sale at approximately 20 percent of our properties remain temporarily suspended, and a number of our remaining markets continue to operate under capacity and other constraints, which has led to decreased results.

Three Months Ended March 31,

Variance

($ in millions)

2021

2020

$

%

Sales, marketing, brand and other fees

$
53

$
106

$
(53
)

(50.0
)%
Less:

Marketing revenue and other fees

21

25

(4
)

(16.0
)
Commissions and brand fees

32

81

(49
)

(60.5
)
Sales of VOIs, net

33

56

(23
)

(41.1
)
Sales revenue

65

137

(72
)

(52.6
)
Less:

Cost of VOI sales

3

14

(11
)

(78.6
)
Sales and marketing expense, net⁽²⁾

59

125

(66
)

(52.8
)
Real estate profit (loss)

$
3

$
(2
)

$
5

NM⁽¹⁾

Real estate profit margin

4.6
%

(1.5
)%

⁽¹⁾	~~Fluctuation in terms of percentage change is not meaningful.~~

⁽²⁾	~~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.~~

Sales revenue decreased for the three months ended March 31, 2021, compared to the same period in 2020, due to decrease in sales of VOI revenue, commissions and brand fees and related expenses as a result of the ongoing impact of the COVID-19 pandemic on travel demand, as discussed aboveresorts that were opened in the ~~discussion related to contract sales. Cost~~second half of ~~VOI sales,~~2021.


	Three Months Ended March 31,						Variance
($ in millions)	2022			2021			$		%
Sales, marketing, brand and other fees	$	119		$	53			66	NM(1)
Less:
Marketing revenue and other fees		50			21			29	NM(1)
Commissions and brand fees		69			32			37	NM(1)
Sales of VOIs, net		269			33			236	NM(1)
Sales revenue		338			65			273	NM(1)
Less:
Cost of VOI sales		40			3			37	NM(1)
Sales and marketing expense, net(2)		186			59			127	NM(1)
Real estate profit	$	112		$	3			109	NM(1)
Real estate profit margin		33.1	%		4.6	%

(1) Fluctuation in terms of percentage change is not meaningful.

(2) Includes revenue recognized through our marketing programs for existing owners and ~~sales~~prospective first-time buyers and ~~marketing expense, net, decreased consistent~~revenue associated with sales ~~revenue decrease.~~

incentives, title service and document compliance.

Real estate profit increased ~~as a result of the decrease in expenses in the three months ended March 31, 2021 as compared to the same period in 2020, was greater than the decrease in revenue for the same period.~~

~~Financing~~

Three Months Ended March 31,

Variance

($ in millions)

2021

2020

$

%

Interest income

$
31

$
38

$
(7
)

(18.4
)%
Other financing revenue

6

6

—

—

Financing revenue

37

44

(7
)

(15.9
)
Consumer financing interest expense

7

7

—

—

Other financing expense

6

6

—

—

Financing expense

13

13

—

—

Financing profit

$
24

$
31

$
(7
)

(22.6
)
Financing profit margin

64.9
%

70.5
%

~~Financing revenue decreased $7~~by $109 million for the three months ended March 31, ~~2021,~~2022 compared to the same period in ~~2020 primarily due~~2021. Excluding the impact of the Diamond Acquisition, this increase was driven by greater travel demand and the reopening of nearly all of our resorts and sales centers by the end of the second quarter of 2021. The increase in real estate profit was also attributed to a ~~decrease~~higher mix of sales of VOIs at new properties and greater commissions earned on sales of fee-for-service properties compared to the same period in 2021. For the three months ended March 31, 2022, cost of VOI sales increased consistent with the increase in sales revenue. For the same periods, marketing revenue and other fees also increased as a result of an increase in breakage rates on marketing packages.

Financing


	Three Months Ended March 31,						Variance
($ in millions)	2022			2021			$		%
Interest income(1)	$	55		$	31			24		77.4	%
Other financing revenue		9			6			3		50.0	%
Financing revenue		64			37			27		73.0	%
Consumer financing interest expense(2)		7			7			—		—
Other financing expense		12			6			6		100.0	%
Financing expense		19			13			6		46.2	%
Financing profit	$	45		$	24			21		87.5	%
Financing profit margin		70.3	%		64.9	%

(1) For the three months ended March 31, 2022, this amount includes $9 million of amortization of the premium related to the acquired timeshare financing receivables ~~portfolio balance, offset by an increase in revenue~~ resulting from ~~an increase in~~ the Diamond Acquisition.

(2) For the three months ended March 31, 2022, this amount includes $3 million of amortization of the premium related ~~weighted average interest rate for~~to the ~~portfolio~~acquired non-recourse debt resulting from ~~12.52 percent to 12.59 percent~~the Diamond Acquisition.

Financing profit increased by $21 million for the three months ended March 31, ~~2021,~~2022, compared to the same period in ~~2020.~~2021. Excluding the impact of the Diamond Acquisition, financing revenue slightly increased due to an increase in the weighted average interest rate and carrying balance of the timeshare financing receivables portfolio. Financing expense ~~remained flat year over year.~~

~~Financing profit decreased for~~also increased slightly due to increased costs associated with loan servicing, partially offset by a decrease in interest expense resulting from a decrease in the ~~three months ended March 31, 2021,~~balance of securitized non-recourse debt compared to the same period in ~~2020 related to the aforementioned decrease in interest income.~~2021.

Resort Operations and Club Management Segment

Resort and Club Management


	Three Months Ended March 31,						Variance
($ in millions)	2022			2021			$		%
Club management revenue	$	51		$	27			24		88.9	%
Resort management revenue		74			18			56	NM(1)
Resort and club management revenues		125			45			80	NM(1)
Club management expense		10			5			5		100.0	%
Resort management expense		26			3			23	NM(1)
Resort and club management expenses		36			8			28	NM(1)
Resort and club management profit	$	89		$	37			52	NM(1)
Resort and club management profit margin		71.2	%		82.2	%

(1) Fluctuation in terms of percentage change is not meaningful.

Three Months Ended March 31,

Variance

($ in millions)

2021

2020

$

%

Club management revenue

$
27

$
25

$
2

8.0
%
Resort management revenue

18

19

(1
)

(5.3
)
Resort and club management revenues

45

44

1

2.3

Club management expense

5

7

(2
)

(28.6
)
Resort management expense

3

5

(2
)

(40.0
)
Resort and club management expenses

8

12

(4
)

(33.3
)
Resort and club management profit

$
37

$
32

$
5

15.6

Resort and club management profit margin

82.2
%

72.7
%

Resort and club management ~~revenues~~profit increased by $52 million for the three months ended March 31, ~~2021,~~2022, compared to the same period in ~~2020, primarily due~~2021. Excluding the impact of the Diamond Acquisition, the increase in resort operations and club management revenues was driven by greater resort management revenue from the launch of new properties subsequent to the first quarter of 2021 as well as an increase in Club members. Resort and club management ~~revenue per member,~~expenses primarily increased due to the increases in resort and club management revenues described in addition to higher costs associated with salaries and wages.

Rental and Ancillary Services


	Three Months Ended March 31,						Variance
($ in millions)	2022			2021			$		%
Rental revenues	$	124		$	30			94	NM(1)
Ancillary services revenues		12			2			10	NM(1)
Rental and ancillary services revenues		136			32			104	NM(1)
Rental expenses		122			29			93	NM(1)
Ancillary services expense		10			2			8	NM(1)
Rental and ancillary services expenses		132			31			101	NM(1)
Rental and ancillary services profit	$	4		$	1			3	NM(1)
Rental and ancillary services profit margin		2.9	%		3.1	%			NM(1)

(1) Fluctuation in terms of percentage change is not meaningful.

Rental and ancillary services profit increased by $3 million compared to the same period in ~~2020.~~

~~Resort and club management profit increased for~~2021. Excluding the ~~three months ended March 31, 2021, primarily due to a reduction in resort and club management expenses driven by the ongoing~~ impact of the ~~COVID-19 pandemic on travel demand, along~~Diamond Acquisition, rental and ancillary services revenue increased due to an increase in rooms available for rent corresponding with the ~~phased reopening~~launch of ~~our resort operations which continued throughout~~new properties in the ~~first quarter~~second half of 2021 in addition to higher average daily rates charged compared to the same period in 2021.

~~Rental and Ancillary Services~~

Three Months Ended March 31,

Variance

($ in millions)

2021

2020

$

%

Rental revenues

$
30

$
47

$
(17
)

(36.2
)%
Ancillary services revenues

2

5

(3
)

(60.0
)
Rental and ancillary services revenues

32

52

(20
)

(38.5
)
Rental expenses

29

32

(3
)

(9.4
)
Ancillary services expense

2

5

(3
)

(60.0
)
Rental and ancillary services
expenses

31

37

(6
)

(16.2
)
Rental and ancillary services profit

$
1

$
15

$
(14
)

(93.3
)
Rental and ancillary services profit margin

3.1
%

28.8
%

Rental and ancillary services ~~revenues, expenses, and profit percentage decreased for~~expense increased consistent with the ~~three months ended March 31, 2021, compared to the same periods in 2020, due to the ongoing impact~~aforementioned launch of the COVID-19 pandemic on travel demand. As of March 31, 2021, operations at approximately 20 percent of our properties remain temporarily suspended, and a number of our remaining markets continue to operate under capacity and other constraints, which has led to decreased results.new properties.

Other Operating Expenses


	Three Months Ended March 31,				Variance
($ in millions)	2022		2021		$		%
General and administrative	$	42	$	21	$	21		100.0	%
Depreciation and amortization		60		11		49	NM(1)
License fee expense		25		14		11		78.6	%
Impairment expense		3		1		2	NM(1)

(1) Fluctuation in terms of percentage change is not meaningful.

Three Months Ended March 31,

Variance

($ in millions)

2021

2020

$

%

General and administrative

$
36

$
21

$
15

71.4
%
Depreciation and amortization

11

12

(1
)

(8.3
)
License fee expense

14

22

(8
)

(36.4
)

The change in other operating expenses for the three months ended March 31, ~~2021,~~2022 compared to the same period in ~~2020, is~~2021 was driven by increased costs subsequent to the Diamond Acquisition and increases in expenses related to share-based compensation. General and administrative expenses increased by $21 million primarily due to increased salaries and wages expenses corresponding with an increase in ~~general~~team members associated with the Diamond Acquisition. General and administrative expenses ~~offset by~~also increased due to expenses incurred associated with Performance RSUs during the three months ended March 31, 2022, that were not incurred in the same period in 2021 due to certain performance targets that were not expected to be achieved during that period. Depreciation and amortization increased due to additional amortization expense recognized related to management contracts, club member relationships and trade names acquired as a ~~decrease in license~~part of the Diamond Acquisition. License fee expense increased during the three months ended March 31, 2022 compared to the same period in 2021 due to improved segment results related to ~~the corresponding decrease in real estate sales revenue. The increase in general~~increased travel demand discussed above.

Acquisition and ~~administrative expenses is related to (i) an~~ Integration-Related Expense


	Three Months Ended March 31,				Variance
($ in millions)	2022		2021		$			%
Acquisition and integration-related expense	$	13	$	15	$	(2	)		(13.3	)%

~~increase in consulting~~

Acquisition and ~~legal~~integration-related costs include direct expenses related to the ~~recently announced acquisition~~Diamond Acquisition including integration costs, legal and other professional fees. Integration costs include technology-related costs, fees paid to management consultants and employee-related costs such as severance and retention. Acquisition and integration-related costs slightly decreased due to decreased legal and professional fees incurred compared to the same period in 2021.

Non-Operating Expenses


	Three Months Ended March 31,						Variance
($ in millions)	2022			2021			$			%
Interest expense	$	33		$	15		$	18		NM(1)
Equity in earnings from unconsolidated affiliates		(3	)		(2	)		(1	)		50.0	%
Other (gain) loss, net		(1	)		1			(2	)	NM(1)
Income tax expense (benefit)		20			(6	)		26		NM(1)

(1) Fluctuation in terms of Diamond, (ii) decrease in salaries and wages from the furloughs and reduction in force consummated in the prior year, and (iii) increase in expense related to Performance RSUs. In the prior year, certain expenses related to Performance RSUs were reversed as the related RSUs werepercentage change is not ~~expected to achieve certain performance targets, resulting in a credit to expense in the prior period.~~meaningful.

~~Non-Operating Expenses~~

Three Months Ended March 31,

Variance

($ in millions)

2021

2020

$

%

Interest expense

$
15

$
10

$
5

50.0
%
Equity in (earnings) losses from unconsolidated affiliates

(2
)

(3
)

1

(33.3
)
Other loss (gain), net

1

(2
)

3

NM⁽¹⁾

Income tax (benefit) expense

(6
)

1

(7
)

NM⁽¹⁾

The change in non-operating expenses for the three months ended March 31, ~~2021,~~2022, compared to the same period in ~~2020, is~~2021 was primarily due to an increase in interest expense as a result of the issuance of our senior secured credit facility and senior notes in the second half of 2021, in addition to an increase ~~in related debt, and decrease~~ in income tax expense ~~due to a decrease~~driven by an increase in income before ~~taxes combined with an increase in the effective tax rate.~~ taxes.See Note ~~14:~~ 13: Debt and non-recourse debt and Note 16: Income Taxes for additional information.

Liquidity and Capital Resources

~~Overview~~

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.~~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 senior secured credit facility and our non-recourse revolving timeshare credit facility (“Timeshare Facility”), and through periodic securitizations of our timeshare financing receivables.

•

In March 2021, we amended our Credit Agreement which amended certain terms related to financial covenants to permit the previously announced proposed acquisition of Dakota Holdings, Inc., pursuant to that certain Agreement and Plan of Merger dated March 10, 2021. The financial covenants were also amended to provide greater flexibility for the Company. The borrowing capacity under the Credit Agreement remained the same. In connection with the amendment, we incurred $1 million in debt issuance costs. We ~~amended our Timeshare Facility to align with our amended Credit Agreement.~~ In addition, we obtained a revolving credit facility commitment in connection with the Merger and incurred $2 million in debt issuance costs which were amortized over the term of the commitment in the first quarter of 2021. This was included in ~~Interest expense~~ ~~in our condensed consolidated statements of operations.~~

•

As of March 31, 2021, we had total cash and cash equivalents of $505 million, including $105 million of restricted cash. The restricted cash balance relates to escrowed cash from our sales of our VOIs and reserves related to our non-recourse debt.

•

As of March 31, 2021, we have $139 million remaining borrowing capacity under the revolver facility (“Revolver”) which includes $29 million of undrawn borrowing capacity available for letters of credit and $10 million available under short-term borrowings. In addition, we have $450 million remaining borrowing capacity under our Timeshare Facility.

•

We intend to finance the planned acquisition, Merger, as mentioned above in “Planned Acquisition of Diamond,” through a combination of cash on hand, assumption of debt and incremental debt financing. The transaction is anticipated to close during the summer of 2021.

In response to the impact of COVID-19, we have taken a variety of actions to ensure the continuity of our business and operations and to secure our liquidity position to provide financial flexibility. This included amending certain financial covenant ratios through the third quarter of 2021 as may be needed due to the ongoing and uncertain future impact of the COVID-19 pandemic on our business and operations.

As of March 31, ~~2021,~~2022, we had total cash and cash equivalents of $817 million, including $303 million of restricted cash.

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 future date to be marketed and sold under our Hilton Grand Vacations brand. As of March 31, ~~2021,~~2022, our inventory-related purchase commitments totaled ~~$453~~$329 million over 109 years.

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

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 and Diamond Club operations and providing related rental and ancillary services. Cash flows used in operating activities primarily include spending for the purchase and development of real estate for future conversion to inventory and funding our working capital needs. 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.

The change in net cash flows provided by operating activities for the three months ended March 31, ~~2021,~~2022, compared to the same period in ~~2020~~2021 was primarily ~~due~~driven by increased sales and operating performance compared to the prior year, as discussed above, in addition to an increase in ~~proceeds~~net working capital from ~~timeshare financing receivables, partially offset by decreased sources of cash from working capital.~~operations.

(1) Includes expense related to granting credit to customers for their existing ownership when upgrading into fee-for-service projects from developed

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.~~activities in addition to capitalized costs associated with rebranding Legacy-Diamond properties as a result of the Diamond Acquisition. We believe the renovations of our existing assets are necessary to stay competitive in the markets in which we operate.

The change in net cash used in investing activities for the three months ended March 31, ~~2021,~~2022, compared to the same period in ~~2020,~~2021, was primarily due to ~~a reduction~~costs associated with the rebranding of ~~property and equipment spending.~~Legacy-Diamond properties.

The change in net cash ~~(used in)~~ provided by financing activities for the three months ended March 31, ~~2021,~~2022, compared to the same period in ~~2020,~~2021, was primarily due to ~~the change~~an increase in ~~debt borrowings for both our debt, revolving credit facility~~drawings and repayments of ~~$495 million, and~~ non-recourse debt ~~Timeshare Facility~~acquired as a part of ~~$195 million, offset by fewer repayments on our debt facilities.~~the Diamond Acquisition.

~~The following table summarizes our significant contractual obligations as of March 31, 2021:~~

~~We have made~~Our commitments primarily relate to agreements with developers to purchase or construct vacation ownership units, ~~at a future date to be marketed~~operating leases, and ~~sold under~~obligations associated with our ~~Hilton Grand Vacations brand.~~debt, non-recourse debt and the related interest. As of March 31, ~~2021, our inventory-related purchase commitments totaled $453~~2022, we were committed to $5,501 million in contractual obligations over 109 years, ~~and we expect to purchase $227~~$581 million of ~~these~~which will be fulfilled in the remainder of 2022. The ultimate amount and timing of certain commitments ~~over~~is subject to change pursuant to the ~~next twelve months.~~ terms of the respective arrangements, which could also allow for cancellation in certain circumstances. See Note 21: Commitments and Contingencies, Note 13: Debt and Non-recourse Debt and Note 15: Leases in our unaudited condensed consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q for additional information. We also intend to rebrand Diamond properties to brands that meet Hilton standards pursuant to the Amended and Restated License Agreement with Hilton.

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 ~~$367~~$296 million as of March 31, ~~2021~~2022 which primarily consist of escrow and construction related bonds.

Our off-balance sheet arrangements as of March 31, 2021 consisted of $453 million of certain commitments with developers whereby we have committed to purchase vacation ownership units at a future date to be marketed and sold under our Hilton Grand Vacations brand and $11 million of other commitments under the normal course of business. The ultimate amount and timing of the acquisitions is subject to change pursuant to the terms of the respective arrangements, which could also allow for cancellation in certain circumstances. See Note 19: ~~Commitments and Contingencies~~ ~~in our unaudited condensed consolidated financial statements for a discussion of our off-balance sheet arrangements.~~

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 ~~notes (the “Notes”~~2029 Notes and 2031 Notes (together, "the Notes"). The ~~notes~~2029 Notes were issued in ~~November 2016~~June 2021 with an aggregate principal balance of ~~$300~~$850 million, an interest rate of ~~6.125~~5.0 percent, and maturity in ~~December 2024.~~June 2029. The 2031 Notes were issued in June 2021 with an aggregate principal balance of $500 million, an interest rate of 4.875 percent, and maturity in July 2031.

~~Our senior unsecured notes~~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 “Intermediate Parent”),~~ 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 ~~our~~the Issuers’ and each guarantor’s existing and future senior ~~unsecured obligations,~~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 ~~any~~all of ~~our Guarantor’s~~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 ~~subordinate~~structurally subordinated to all existing and future indebtedness claims of holders of preferred stock and other liabilities of ~~our entities~~the Issuer’s subsidiaries that do not guarantee the ~~Notes and our secured indebtedness, including our senior secured credit facilities and securitized non-recourse debt.~~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:

The preparation of our unaudited 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, ~~2020.~~ 2021.

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 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, ~~2020.~~2021.

We are exposed to interest rate risk on our variable-rate debt, comprised of the term loans, Revolver and our Timeshare Facility and conduit facilities, of which the Timeshare Facility isand conduit facilities, are without recourse to us. The interest rates are based on one-month LIBOR and we are most vulnerable to changes in this rate. We primarily use interest rate swaps as part of our interest rate risk management strategy for our variable-rate debt.

We intend to securitize timeshare financing receivables in the asset-backed financing market periodically. We expect to secure fixed-rate funding to match our fixed-rate timeshare financing receivables. However, if weOur interest rate swaps have ~~variable-rate debt in the future, we will monitor the~~been designated and qualify as cash flow hedges of interest rate risk and ~~evaluate opportunities to mitigate such risk through the use of derivative instruments.~~

~~To the extent we continue to have variable-rate borrowings~~recorded as a liability in Accounts payable, accrued expenses and ~~continue to utilize variable-rate indebtedness~~other in ~~the future, any increase in interest rates beyond amounts covered under any corresponding derivative financial instruments, particularly if sustained, could have an adverse effect on~~ our net income (loss), cash flows and financial position. While we have entered into certain hedging transactions to address such potential risk, such transactions and any future hedging transactions we may enter into may not adequately mitigate the adverse effects of interest rate increases or that counterparties in those transactions will honor their obligations.

~~The following table sets forth the contractual maturities, weighted-average interest rates and the total fair values~~unaudited condensed consolidated balance sheets as of March 31, ~~2021, for our financial instruments that are materially affected by interest rate risk:~~2022 and December 31, 2021. For further information regarding these swaps, see Note 13: Debt and Non-recourse Debt and Note: 14: Fair Value Measurements.

Though the majority of our operations are conducted in United States dollar (“U.S. dollar”), we are exposed to earnings and cash flow volatility associated with changes in foreign currency exchange rates. Our principal exposure results from our timeshare financing receivables denominated in Japanese yen and ~~VAT receivables denominated in Mexican pesos,~~Canadian dollars, the value of which could change materially in reference to our reporting currency, the U.S. dollar. A 10 percent increase in the foreign exchange rate of the Japanese yen to U.S. dollar would change our gross timeshare financing receivables by less than $1.5 million. A 10 percent change in the foreign exchange rate of the Mexican peso to U.S. dollar would change our VAT receivables by approximately $1 million.

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 Securities Exchange Act) or our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities 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, 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, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures, as of the end of the period covered by this quarterly report, were effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.We will continue to assess the adequacy of our disclosure controls and procedures and make any appropriate changes given the various government mandates and orders of business closures and the resulting remote working conditions as a result of the COVID-19 pandemic.

There were no other changes in our internal control over financial reporting ~~that occurred~~ during the ~~three months ended March 31, 2021,~~period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial ~~reporting. We will continue to assess the effectiveness of our internal controls~~reporting, other than changes in control over financial reporting ~~consistent with past practice, particularly~~to integrate the business we acquired in ~~light of~~ the ~~various government mandates and orders of business closures and the resulting remote working conditions as a result of the COVID-19 pandemic.~~Diamond Acquisition.

We are involved in litigation arising from the normal course of business, some of which includes claims for substantial ~~sums.~~sums as detailed above in Note 21: Commitments and Contingencies. Management has evaluated these legal matters and we believe ancertain unfavorable ~~outcome is either~~outcomes are reasonably ~~possible or remote and/or~~probable and estimable. We have accrued liabilities for these matters which are ~~not reasonably estimable.~~included in the March 31, 2022 unaudited condensed consolidated financial statements. While the ultimate results of claims and litigation cannot be predicted with certainty, we expect that the ultimate resolution of all pending or threatened claims and litigation as of March 31, ~~2021~~2022 will not have a material effect on our unaudited condensed consolidated financial statements.

The following represents important ~~changes and~~ updates to 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, ~~2020~~2021 (our ~~“2020~~“2021 Form 10-K”). The risk factors ~~discussed below and the risk factors~~ included in our ~~2020~~2021 Form 10-K are important to understanding our business, operation, results of operations, financial condition, ~~and~~ prospects, ~~especially during the current environment,~~ and our statements generally in this Form 10-Q. Therefore, they should be read in conjunction with the unaudited condensed consolidated financial statements and related notes in Part I, Item 1, “Financial Statements” and Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-Q.

In addition, the following risks and those risks described in our ~~2020~~2021 Form 10-K 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, including those that are caused, directly or indirectly, by the COVID-19 pandemic.~~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.

We cannot guarantee that we will repurchase our common stock pursuant to our share repurchase program or that our share repurchase program will enhance long-term shareholder value. Share repurchases could also increase the ~~Merger~~

~~The calculation~~volatility of the ~~number~~price of our common stock and diminish our cash reserves.

On May 4, 2022, our Board of Directors authorized a share repurchase program (the "Repurchase Program"), pursuant to which we may repurchase up to $500 million of our common stock over a two year period. The timing and amount of repurchases of shares of our common stock, ~~that Diamond common stockholders~~if any, will ~~receive~~depend upon several factors, such as consideration in the Merger (the “exchange ratio”) is pre-determined such that each share of Diamond common stock (other than Appraisal Shares (as defined in the Merger Agreement), treasury shares, and shares owned directly or indirectly by Diamond) is currently expected to be converted into the right to receive 0.32066 shares of our common stock in connection with the Merger (based on calculations as of April 9, 2021), subject to certain adjustments as a result of changes in certain liabilities and other items between signing and closing of the Merger. This exchange ratio will not be adjusted for changes in the market price of our common stock, ~~between~~general market and economic conditions, our working capital requirements and corporate strategy, the ~~date~~terms of ~~signing~~our financing arrangements and applicable legal requirements. We are not obligated to repurchase any specific number or amount of shares of common stock pursuant to the ~~Merger Agreement~~Repurchase Program, and ~~completion~~we may modify, suspend or terminate the Repurchase Program at any time without prior notice. Repurchases of our common stock pursuant to the Repurchase Program could impact our stock price and increase its volatility. The existence of the ~~Merger.~~

~~Changes~~Repurchase Program could cause our stock price to be higher than it would be in the absence of such a program. Additionally, the Repurchase Program could diminish our cash reserves, which may impact our ability to finance future growth and to pursue possible future strategic opportunities. There can be no assurance that any share repurchases will enhance long-term stockholder value, and the market price of our common stock ~~before~~may decline below the ~~closing of the Merger will affect the market value of our common stock that Diamond common stockholders will receive~~levels at the closing of the Merger. The price of our common stock at the closing of the Merger may vary from their prices on the date the Merger Agreement was executed and on the date of the special meeting of our stockholders held in connection with the issuance of HGV common stock in the Merger. As a result, the value represented by the exchange ratio will also vary.

These variations could result from changes in the business, operations or prospects of Diamond or HGV before or following the Merger, regulatory considerations, general market and economic conditions and other factors both within and beyond our and Diamond’s control. The Merger may be completed a considerable period after the date of the special meeting. Therefore, at the time of the special meeting, stockholders will not know with certainty the value of thewhich we repurchased shares of ~~our common stock that will be issued upon completion of the Merger.~~

We are subject to various uncertainties and contractual restrictions, including the risk of litigation, while the Merger is pending, which may cause disruption and may make it more difficult to maintain relationships with employees, suppliers, vendors, customers or others.stock.

Uncertainty about the effect of the Merger on relationships with our employees, suppliers, vendors, customers, or others may have an adverse effect on us. Although we intend to take steps designed to reduce any adverse effects, these uncertainties may impair Diamond’s and our ability to attract, retain and motivate key personnel until the Merger is completed and for a period of time thereafter, and could cause suppliers, vendors, customers, and others that deal with us to seek to change, not renew or discontinue existing business relationships with us.

Employee retention and recruitment may be challenging before the completion of the Merger, as employees and prospective employees may have uncertainty about their future roles with HGV after the Merger. If, despite our retention and recruiting efforts, key employees depart or prospective key employees are unwilling to accept employment with us because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with us, our business could be adversely affected.

The pursuit of the Merger and the preparation for the integration may place a significant burden on management and internal resources. The diversion of management’s attention away from day-to-day business concerns and any difficulties encountered in the transition and integration process could adversely affect our financial results.

In addition, the Merger Agreement restricts us and Diamond, without the other party’s consent, from making certain acquisitions and taking other specified actions until the Merger closes or the Merger Agreement terminates. These restrictions may prevent us and Diamond from pursuing otherwise attractive business opportunities and making other changes to our respective businesses before completion of the Merger or termination of the Merger Agreement.

One of the conditions to the closing of the Merger is the absence of any judgment, order, decree, statute, law, ordinance, rule or regulation, having been entered, enacted, promulgated, enforced or issued by any court or other governmental entity of competent jurisdiction or other legal restraint or prohibition that prevents the consummation of the Merger. Accordingly, while no litigation specific to the Merger has been commenced, it is possible that such litigation may commence, and in any such litigation if any of the plaintiffs is successful in obtaining an injunction prohibiting the consummation of the Merger, then such injunction may prevent the Merger from being completed, or delay it from being completed within the expected time frame.

~~Failure to complete the Merger could negatively impact our stock price and the future of our business and financial results.~~

~~If the Merger is not completed, our ongoing business may be adversely affected, and we may be subject to several risks, including the following:~~

~~If the Merger is not completed, we cannot assure you that these risks will not materialize and will not materially adversely affect our business, financial results and stock price.~~

Our ability to complete the Merger is subject to certain closing conditions and the receipt of consents and approvals from government entities which may impose conditions that could adversely affect us or cause the Merger to be abandoned.

~~The Merger Agreement contains certain closing conditions, including, among others:~~

We cannot assure you that the various closing conditions will be satisfied, or that any required conditions will not materially adversely affect us following the Merger or will not result in the abandonment or delay of the Merger.

~~Any delay in completing the Merger may reduce or eliminate the benefits that we expect to achieve.~~

The Merger is subject to a number of conditions beyond our control that may prevent, delay or otherwise materially adversely affect the completion of the Merger. We cannot predict whether and when these conditions will be satisfied. Any delay in completing the Merger could cause us not to realize some or all of the synergies that we expect to achieve if the Merger is successfully completed within the expected time frame.

~~Our directors and executive officers may have interests in the Merger that may be different from, or in addition to, the interests of our stockholders generally.~~

Certain of our directors and executive officers negotiated the terms of the Merger Agreement, and our board of directors unanimously recommended that our stockholders vote in favor of the proposals to be presented to our stockholders at the special meeting. These directors and executive officers may have interests in the Merger that are different from, or in addition to, those of our stockholders. These interests include the continued employment of our executive officers after the Merger, the continued service of all of our directors following the Merger, and other rights held by our directors and executive officers. Our stockholders should be aware of these interests when they consider our board of directors’ recommendation that they vote in favor of the stock issuance proposal and the other proposals to be voted upon at the special meeting.

Our board of directors was aware of these potential interests and considered them in making its recommendations to approve the stock issuance proposal and the other proposals to be voted upon at the special meeting.

~~The opinion obtained by our board of directors from its financial advisor does not and will not reflect changes in circumstances after the date of such opinion.~~

On March 9, 2021, BofA Securities, Inc. (“BofA Securities”) delivered an opinion to our board of directors that, as of the date of such opinion, and based upon and subject to the assumptions, limitations, qualifications and conditions described in BofA Securities’ opinion, the Merger consideration was fair, from a financial point of view, to HGV. Changes in the operations and prospects of Diamond or HGV, general market and economic conditions and other factors that may be beyond our control, and on which the opinions of BofA Securities was based, may alter our or Diamond’s value or the price at which shares of our common stock are traded by the time the Merger is completed. We have not obtained, and we do not expect to request, an updated opinion from our financial advisor. BofA Securities’ opinion does not speak to the time when the Merger will be completed or to any date other than the date of such opinion. As a result, the opinion does not and will not address the fairness, from a financial point of view, of the Merger consideration to be paid by us in the Merger pursuant to the Merger Agreement at the time the Merger is completed or at any time other than the date when opinion was rendered.

~~We may not be able to integrate successfully and many of the anticipated benefits of combining us and Diamond may not be realized.~~

We entered into the Merger Agreement with the expectation that the Merger will result in various benefits, including, among other things, operating efficiencies. Achieving the anticipated benefits of the Merger is subject to a number of uncertainties, including whether the businesses of HGV and Diamond can be integrated in an efficient and effective manner.

It is possible that the integration process could take longer than anticipated and could result in the loss of valuable employees, the disruption of each company’s ongoing businesses, processes and systems or inconsistencies in standards, controls, procedures, practices, policies and compensation arrangements, any of which could adversely affect our ability to achieve the anticipated benefits of the Merger. Our results of operations could also be adversely affected by any issues attributable to Diamond’s operations that arise or are based on events or actions that occur before the closing of the Merger. We may have difficulty addressing possible differences in corporate cultures and management philosophies. The integration process is subject to a number of uncertainties, and no assurance can be given that the anticipated benefits will be realized or, if realized, the timing of their realization. Failure to achieve these anticipated benefits could result in increased costs or decreases in the amount of expected net income and could adversely affect our future business, financial condition, operating results and prospects.

Furthermore, we have agreed with Hilton Worldwide Inc. (“Hilton”) to develop a mutually agreeable plan pursuant to which the Diamond properties are to be operated during the integration period, and with respect to those Diamond properties that will not be converted to our brand. If we fail to develop such a plan with Hilton, such properties may remain subject to a number of restrictions related to how they are operated, and such restrictions may reduce the efficiencies anticipated in connection with the Merger.

We will take on additional indebtedness to finance the Merger, which could adversely affect our business, financial condition and results of operations, including by decreasing our business flexibility, as well as our ability to meet payment obligations under our indebtedness.

In connection with the completion of the Merger, we intend to significantly increase our level of indebtedness. Our increased level of debt, together with certain covenants and restrictions that will be imposed on us in connection with incurring this indebtedness, will, among other things: (a) require us to dedicate a larger portion of our cash flow from operations to servicing and repayment of debt; (b) reduce funds available for strategic initiatives and opportunities, dividends, share repurchases, working capital and other general corporate needs; (c) limit our ability to incur certain kinds or amounts of additional indebtedness, which could restrict our flexibility to react to changes in our business, industry and economic conditions and increase borrowing costs; (d) create competitive disadvantages relative to other companies with lower debt levels and (e) increase our vulnerability to the impact of adverse economic and industry conditions. These covenants and restrictions may limit how our business is conducted. We may not be able to maintain compliance with these covenants and restrictions and, if we fail to do so, we may not be able to obtain waivers thereto and/or amend these covenants and restrictions. Our failure to comply with the covenants and restrictions could result in an event of default,which, if not cured or waived, could result in our being required to repay such indebtedness before its due date or to have to negotiate amendments to or waivers thereof, which may have unfavorable terms or result in the incurrence of additional fees and expenses.

Our ability to make scheduled cash payments on and to refinance our indebtedness and to fund planned capital expenditures will depend on our ability to generate significant operating cash flow in the future, which, to a significant extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors, including the continued adverse impact of the COVID-19 pandemic on our business, that are beyond our control. We may not be able to maintain a sufficient level of cash flow from operating activities to permit us to pay the principal, premium, if any, and interest on our indebtedness.

In addition, our credit ratings will impact the cost and availability of future borrowings and, accordingly, our cost of capital. Our ratings will reflect each rating organization’s opinion of our financial strength, operating performance and ability to meet our debt obligations on a combined basis with Diamond. Downgrades in our ratings could adversely affect our businesses, cash flows, financial condition, operating results and share and debt prices, as well as our obligations with respect to our capital efficient inventory acquisitions.

Following the completion of the Merger, our vacation ownership business will depend on the quality and reputation of the brands associated with the portfolios of each of HGV and Diamond, and any deterioration in the quality or reputation of these brands could adversely affect our market share, reputation, business, financial condition and results of operations.

Following completion of the Merger, we intend to offer vacation ownership products and services under the Hilton Vacation Club brand, a new upscale HGV sub-brand that will consist of rebranded Diamond properties, all pursuant to the Amended and Restated License Agreement with Hilton ( the “A&R Hilton license agreement”). If the quality of any of these brands deteriorates, or the reputation of these brands declines, including as the result of actions by Hilton, our market share, reputation, business, financial condition or results of operations could be materially adversely affected. See “Risks Related to our Relationship with Hilton” below.

~~The maintenance and refurbishment of vacation ownership properties depends on maintenance fees paid by the owners of VOIs.~~

The maintenance fees that are levied on owners of our and Diamond’s VOIs by property owners’ association boards are used to maintain and refurbish the vacation ownership properties, to maintain reserves for capital expenditures, and to keep the properties in compliance with applicable brand standards. Property owners’ association boards may elect to not levy sufficient maintenance fees, or owners of VOIs may fail to pay their maintenance fees for reasons such as financial hardship, dissatisfaction with the Merger or because of damage to their VOIs from natural disasters such as hurricanes. In these circumstances, not only could our and Diamond’s management fee revenue be adversely affected, but the vacation ownership properties could fall into disrepair and fail to comply with applicable brand standards. If a resort fails to comply with applicable brand standards, Hilton could terminate our right under the A&R Hilton license agreement to use its trademarks at the non-compliant resort, which could result in the loss of management fees, decreased customer satisfaction and impairment of our ability to market and sell products at the non-compliant locations. See “Risks Related to Our Relationship with Hilton” below.

~~If maintenance fees at our or Diamond’s resorts are required to be increased, our or Diamond’s products could become less attractive and our or Diamond’s business could be harmed.~~

The maintenance fees that are levied on owners of our and Diamond’s VOIs by property owners’ association boards may increase as the costs to maintain and refurbish the vacation ownership properties, to maintain reserves for capital expenditures, and to keep the properties in compliance with brand standards increase. A similar situation may arise with respect to fees imposed on owners of VOIs with respect to new properties added to our portfolio following the completion of the Merger. Increased maintenance fees could make our or Diamond’s products less desirable, which could have a negative impact on sales of our or Diamond’s products and could also cause an increase in defaults with respect to our or Diamond’s vacation ownership notes receivable portfolio.

We expect to incur a number of non-recurring expenses both before and after completing the Merger, including fees for third party legal, investment banking and advisory services, the costs and expenses of filing, printing and mailing our merger proxy statement and all filing and other fees paid to the SEC in connection with the Merger, obtaining necessary consents and approvals and combining the operations of the two companies. These fees and costs will be substantial. Additional unanticipated costs may be incurred in our integration of Diamond. Although it is expected that the elimination of certain duplicative costs, as well as the realization of other efficiencies related to the integration of the two businesses, will offset the incremental transaction related costs over time, this net benefit may not be achieved in the near term, or at all. Further, if the Merger is not completed, we would have to recognize these expenses without realizing the expected benefits of the Merger.

~~Our stockholders will have a reduced ownership and voting interest after the completion of the Merger and will exercise less influence over management of us as compared to currently.~~

Our stockholders currently have the right to vote in the election of the board of directors and on other matters affecting us. Upon the completion of the Merger, each Diamond stockholder who receives shares of our common stock will become our stockholder. It is currently expected that the former Diamond stockholders as a group will receive shares in the Merger constituting approximately 28% of the shares of our common stock on a fully diluted basis immediately after the completion of the Merger. As a result, our current stockholders as a group will own approximately 72% of the shares of our common stock on a fully diluted basis immediately after the completion of the Merger. Because of this, our stockholders will have less influence on the management and policies of the combined company than they now have on the management and policies of us prior to the Merger.

~~Our future results will suffer if we do not effectively manage our expanded operations following the completion of the Merger.~~

Following the completion of the Merger, the size of our business will increase significantly beyond the current size of either our or Diamond’s current operations. Our future success depends, in part, upon our ability to manage this expanded business, including in non-US jurisdictions where we do not currently have operations, which will pose substantial challenges for management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity. We may also need to obtain approvals of developers or HOAs in various instances to include additional resorts in the multi-resort trusts marketed, sold and managed by Diamond (the “Diamond Collections”) or increase maintenance fees or impose additional requirements in order to meet our brand and operating standards. There can be no assurances that we will be successful or that we will realize the expected operating efficiencies, cost savings and other benefits currently anticipated from the transactions. In addition, there will be increased compliance and regulatory risk as a result of the expanded size of our business.

~~We may not be able to retain our and/or Diamond personnel successfully after the Merger is completed.~~

The success of the Merger will depend in part on our ability to retain the talents and dedication of key employees currently employed by us and Diamond. It is possible that these employees may decide not to remain with us or Diamond, as applicable, while the Merger is pending or with us after the Merger is consummated.

If key employees terminate their employment, or if an insufficient number of employees are retained to maintain effective operations, our business activities may be adversely affected and management’s attention may be diverted from successfully integrating Diamond to hiring suitable replacements, all of which may cause our business to suffer. In addition, we may not be able to locate suitable replacements for any key employees who leave either company, or offer employment to potential replacements on reasonable terms.

~~We and Diamond may be subject to complaints, litigation or reputational harm due to dissatisfaction with, or concerns related to, the Merger from our current owners.~~

Our current owners may be concerned about the actual or perceived impact of the Merger on their VOIs, including related to a reduced quality of resorts and product offerings due to the increased size of the business and addition of new owners, or increase or change in HOA or other fees. Diamond’s current owners may have similar concerns related to a decline in the quality of product offerings or increase in fees as a result of the Merger and increase in size of the business. Complaints or litigation brought by existing owners following the completion of the Merger could harm our reputation, discourage potential new owners and adversely impact our results of operations.

The COVID-19 pandemic has impacted, and will likely continue to have a significant adverse impact on, the business, financial condition and results of operations of Diamond for the foreseeable future.

Tourism and travel-related industries continue to face significant disruption as a result of the COVID-19 pandemic. It may be an extended period of time before the business operations of Diamond and its affiliates return to full operational capacity or occupancy, particularly if there remains lingering actual and/or perceived concern and perception of significant transmission and infection risk due to the COVID-19 pandemic. Diamond has implemented new social distancing, hygiene protocols, and enhanced cleaning measures at its resorts, sales centers, and corporate offices in accordance with guidelines from federal, state and local authorities. Diamond and its subsidiaries’ management implemented and trained team members on the “Diamond Standard of Clean.” These measures, which are intended to protect human life, may result in additional costs, operational inefficiencies, and fewer revenue opportunities.

As a result of the COVID-19 pandemic and the various governmental mandates and orders for business closure, Diamond temporarily closed operations at substantially all of their resorts and closed substantially all of their sales centers. With the lifting or easing of such restrictions in certain locations in the United States, Diamond has re-opened the majority of its resorts and sales centers, albeit at reduced capacity levels and revenue has not returned to pre-pandemic levels. However, any re-opening of the resorts may be delayed, interrupted or reversed depending on government orders or recommendations or based on assessments of the state of the pandemic. It may be an extended period of time before the resorts return to pre-pandemic operational capacity or occupancy, particularly if there remains lingering actual and/or perceived concern and perception of significant transmission and infection risk due to the COVID-19 pandemic.

Any sustained materially adverse impact on Diamond’s revenues, net income and other operating results due to the impact of the COVID-19 pandemic could cause Diamond to breach its operating and financial covenants under certain of its debt obligations, which may mean lenders have the right to terminate their commitments under certain debt agreements and declare outstanding loans immediately due and payable.

~~Diamond operates in a number of locations outside the United States and is subject to certain additional risks related to international operations that are not applicable to our current business.~~

Diamond manages resorts in and sells VOIs in countries outside of the United States, including in Mexico, Canada, the United Kingdom and several countries in the European Union, which are subject to a number of risks, including compliance with local regulations and laws, regulations restricting the sale of VOIs, compliance with anti-corruption laws and regulations such as the Foreign Corrupt Practices Act, exposure to local economic conditions, potential adverse changes in the political or economic relation of foreign countries with the United States, withholding and restrictions on taxes and fluctuations in foreign currency exchange rates. Diamond is and may in the future be subject to litigation in foreign jurisdictions.

In Mexico, the developer of certain of Diamond’s resorts have agreed to requirements that they consider themselves as Mexican nationals with respect to certain property and agree to not invoke the protection of their governments in matters relating to the property. Generally, rules in Mexico limit ownership of land near Mexico’s borders and beaches to Mexican citizens and companies, unless granted the right by the Mexican government. If the developer of Diamond’s resort in Mexico fails to comply with the agreement with the Mexican government, it would forfeit the land back to Mexico.

We do not currently have operations in several of the non-US jurisdictions in which Diamond operates and may lack knowledge or familiarity with the rules and regulations, as well as experience and resources, related to operating such business in these countries.

~~Interests in Diamond’s resorts are offered through a trust system, which is subject to a number of regulatory and other requirements.~~

The Diamond Collections located in the United States are alternatives to traditional deeded timeshare ownership, inasmuch as they create a network of available resort accommodations at multiple locations. For those United States-based Diamond Collections, title to the units available through the Diamond Collections is held in a trust or similar arrangement that is administered by an independent trustee (the “Collection Trustee”). A purchaser of a timeshare interest in a Collection does not receive a deeded interest in any specific resort or resort accommodation, but acquires a membership in the timeshare plan which is denominated by an annual or biennial allotment of points. Owners of Diamond’s timeshare interests are allowed to use their allocated points to reserve accommodations at the various component site(s)/participating resort(s) within the Diamond Collections, thereby giving the members greater flexibility to plan their vacations. Owners may also elect to reserve accommodations at resorts that are not part of their Collection through Diamond’s exchange programs.

The Diamond Collections are registered pursuant to, exempted from, or otherwise in compliance with, the applicable statutory requirements for the sale of timeshare plans in a growing number of jurisdictions. Such registrations and formal exemption determinations for the Diamond Collections confirm the substantial compliance with the filing and disclosure requirements of the respective timeshare statutes by the developer of the applicable Diamond Collection. It does not constitute the endorsement of the creation, sale, promotion or operation of the Diamond Collections by any regulatory body nor relieve the developer of a Diamond Collection or any affiliates of such developer of any duty or responsibility under other statutes or any other applicable laws. Registration under a respective timeshare act (or other applicable law) is not a guarantee or assurance of compliance with applicable law nor an assurance or guarantee of how any judicial body may interpret the Diamond Collections’ compliance therewith. A determination that specific provisions or operations of the Collections do not comply with relevant timeshare acts or applicable law may have a material adverse effect on the developer, the Collection Trustee and the related non-profit members association for each of the Diamond Collections.

~~Increased activity by third-party exit companies on Diamond and its owners may cause distractions and adversely impact our integration.~~

Diamond and other timeshare companies continue to be significantly targeted by organized activities of third parties that actively pursue timeshare owners claiming to provide timeshare interest transfers and/or “exit” services. Any increases in the level of participation by the Diamond owners in response to such overtures and/or delinquencies or defaults with respect to the timeshare loans owed by such owners may disrupt Diamond’s business, affect cash flow from collections on the timeshare loans, and generally adversely affect our integration plans of Diamond. In addition, exit companies may target HGV owners to a greater extent than they already do in light of the proposed Merger with Diamond.

~~Our future results may suffer if Hilton seeks to modify or terminate the A&R Hilton license agreement.~~

We are a party to a license agreement with Hilton under which we license substantially all of the trademarks, brand names and intellectual property used in our business. The A&R Hilton license agreement also permits us to utilize the Hilton Honors program, which is a valuable asset for lead generation. These assets are critical to our business and the modification or amendment the A&R Hilton license agreement or any exercise by Hilton of its termination or other rights under the A&R Hilton license agreement will materially impact our business. The termination or amendment of the A&R Hilton license agreement in whole or in part could result in the loss of the right of HGV to use the Hilton brands in our business as currently conducted as well as in connection with our post-combination business, and in related services offered by Hilton, including marketing channels and guest loyalty programs. The loss of such rights will materially harm our business and results of operations and impair our ability to market and sell our VOI products and maintain our competitive position, and will have a material adverse effect on our financial position, results of operations or cash flows. Further, it is likely to be very challenging for us to find or develop a comparable replacement for the Hilton brand and the A&R Hilton license agreement. In addition, we may incur liabilities if any such termination results from our alleged breach of the A&R Hilton license agreement.

~~If the A&R Hilton license agreement is terminated, we may lose our rights to certain brands developed by us in connection with the integration of the Diamond business.~~

Pursuant to the A&R Hilton license agreement, Hilton would be the sole owner of certain licensed marks related to new brands associated with the Diamond portfolio that are developed by us in connection with our post-combination business. If, following the completion of the Merger, we default under the A&R Hilton license agreement, we could lose the right to use one or more of such new brands. The loss of these rights and/or certain other related rights could materially adversely affect our ability to generate revenue and profits from the vacation ownership business associated with the Diamond portfolio. The termination of the A&R Hilton license agreement following completion of the Merger would materially harm our combined business and results of operations and impair our ability to market and sell our products and maintain our competitive position.

Our ability to integrate the Diamond business and otherwise expand our business and remain competitive could be harmed if Hilton does not consent to the use of their trademarks in connection with the conversion of Diamond properties and/or new resorts that we may acquire or develop in the future.

Under the terms of the A&R Hilton license agreement, we must obtain Hilton’s approval to use the Hilton brand names and trademarks in connection with the conversion of the Diamond properties to branded properties using the Hilton marks, as well as for the branding of timeshare properties that we acquire or develop in the future. If Hilton does not permit us to use its trademarks in connection with such conversion and integration, or our future development or acquisition plans, or if we cannot come to an agreement with Hilton on how to brand and operate Diamond properties that are not approved by Hilton, our ability to successfully integrate Diamond and otherwise expand our business and remain competitive may be materially adversely affected. The requirement to obtain approval for such conversion and integration of Diamond properties and any future expansion plans, or the need to identify and secure alternative solutions because we cannot obtain such approval, may delay implementation of our integration and/or expansion plans or cause us to incur additional expense related to the branding of our properties.

Our ability to integrate the Diamond business depends on our compliance with the A&R Hilton license agreement, including the “Separate Operations” provisions and certain prohibitions on doing business with competitors. While the parties intend to provide some revisions to the applicable requirements, strict compliance with such provisions will negatively impact the synergies and efficiencies related to the Diamond acquisition.

For now, we have agreed with Hilton to operate the Diamond business as a “Separate Operation” under the A&R Hilton license agreement. Complying with that requirement can be costly and difficult and will likely significantly diminish the efficiencies and synergies that are critical to our successful integration of the Diamond business. In addition, the A&R Hilton license agreement requires Hilton’s approval in connection with our anticipated conversion of the Diamond properties into our branded properties and/or Hilton Vacation Club or another new brand of properties, and the creation of any such new brand also requires Hilton’s consent. While we and Hilton have agreed to modify the Separate Operations requirements, with such modifications to be made in Hilton’s sole discretion, so as to allow us to achieve greater operating efficiency and synergy than currently provided for, any failure of the parties to do so will adversely impact such operating efficiency and synergy. In addition, any failure to obtain Hilton’s approval with respect to the creation of any new brand or the conversion of the Diamond properties into such new brand or existing branded properties will significantly harm our ability to integrate the Diamond business and its properties. If we cannot come to an agreement with Hilton on how to brand and operate Diamond properties that do not currently or will not in the future meet the Hilton brand standards, then we will be required to continue to operate them as separate operations.

In addition, the A&R Hilton license agreement contains a number of prohibitions on us entering into certain agreements and arrangements with competitors of Hilton. As a result of the Merger, we will assume Diamond’s contracts with third parties, a number which are with competitors of Hilton and are prohibited under the A&R Hilton license agreement. The A&R Hilton license agreement provides for a cure period for agreements or arrangements related to the Diamond business that would result in a violation or breach of provisions in the A&R Hilton license agreement. However, to the extent we are not able to terminate such agreements within the cure period or we are unable to obtain a waiver from Hilton, we may breach the A&R Hilton license agreement.


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


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


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


PART I - FINANCIAL INFORMATION

Item 1.		Financial Statements	21
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations	2530
Item 3.		Quantitative and Qualitative Disclosures About Market Risk	4146
Item 4.		Controls and Procedures	4246

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings		4347
Item 1A.	Risk Factors		4347
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		5247
Item 3.	Defaults Upon Senior Securities		5247
Item 4.	Mine Safety Disclosures		5248
Item 5.	Other Information		5248
Item 6.	Exhibits		5349
	Signatures		5550


($ in millions, except stock price amounts)
HGV common stock shares issued for outstanding Diamond shares		33.93
HGV common stock price as of Acquisition Date(1)		40.71
Stock purchase price	$	1,381

Repayment of Legacy-Diamond debt	$	2,029

Total consideration transferred	$	3,410


Large Accelerated Filer	☒	Accelerated Filer	☐
Non-Accelerated Filer	☐	Smaller Reporting Company	☐
Emerging Growth Company	☐

						Additional			Accumulated
	Common Stock					Paid-in			Retained			Total
	Shares			Amount		Capital			Earnings			Equity
Balance as of December 31, 2020		84		$	1	$	192		$	181		$	374
Net loss		0			0		0			(7	)		(7	)
Activity related to share-based compensation		0			0		2			0			2
Balance as of March 31, 2021		84		$	1	$	194		$	174		$	369


						Additional			Accumulated
	Common Stock					Paid-in			Retained			Total
	Shares			Amount		Capital			Earnings			Equity
Balance as of December 31, 2019		85		$	1	$	179		$	390		$	570
Net income		0			0		0			8			8
Activity related to share-based compensation		0			0		(5	)		0			(5	)
Repurchase and retirement of common stock		(1	)		0		(2	)		(8	)		(10	)
Balance as of March 31, 2020		84		$	1	$	172		$	390		$	563


($ in millions)	Preliminary Amounts Recognized as of the Acquisition Date
Assets acquired
Cash and cash equivalents	$	310
Restricted cash		127
Accounts receivable, net of allowance for doubtful accounts		97
Timeshare financing receivables, net		825
Inventory		497
Property and equipment, net		298
Operating lease right-of-use assets, net		30
Intangible assets, net		1,431
Other assets		250
Total assets acquired	$	3,865

Liabilities assumed
Accounts payable, accrued expenses and other	$	484
Non-recourse debt, net		660
Operating lease liabilities		33
Advanced deposits		4
Deferred revenues		140
Deferred income tax liabilities		485
Total liabilities assumed	$	1,806

Net assets acquired	$	2,059

Total consideration transferred	$	3,410

Goodwill(1)	$	1,351


($ in millions)	As of August 2, 2021
Purchase price	$	825
Allowance for credit losses		512
Premium attributable to other factors		(97	)
Par value	$	1,240


	Real Estate Sales and Financing Segment		Resort Operations and Club Management Segment		Total Consolidated
Goodwill	$	996	$	355	$	1,351


	Estimated Fair		Estimated
	Value		Useful Life
	($ in millions)		(in years)
Trade name	$	18		1.5
Management contracts		1,251	35.4
Club member relationships		139		14.4
Computer software		23		1.5
Total intangible assets	$	1,431


($ in millions, except per share data)	Three Months Ended March 31, 2021
Revenue	$	490
Net loss		(49	)

($ in millions)	March 31, 2021
Fee-for-service commissions⁽¹⁾	$	22
Real estate and financing	12
Resort and club operations	27
Tax receivables	41
Other receivables⁽²⁾		9
Total	$	111


	Originated(2)						Acquired(2)
	March 31,			December 31,			March 31,			December 31,
($ in millions)	2022			2021			2022			2021
Securitized	$	538		$	587		$	414		$	523
Unsecuritized(1)		914			810			550			515
Timeshare financing receivables, gross	$	1,452		$	1,397		$	964		$	1,038
Unamortized non-credit acquisition premium(3)		—			0			65			74
Less: allowance for financing receivables losses		(302	)		(280	)		(461	)		(482	)
Timeshare financing receivables, net	$	1,150		$	1,117		$	568		$	630

	December 31, 2020
($ in millions)	Securitized			Unsecuritized⁽¹⁾			Total
Timeshare financing receivables	$	805		$	380		$	1,185
Less: allowance for financing receivables losses		(63	)		(148	)		(211	)
	$	742		$	232		$	974


	Acquired Timeshare Financing Receivables
($ in millions)	Securitized		Unsecuritized		Total
Year
2022 (remaining)	$	31	$	31	$	62
2023		44		46		90
2024		48		51		99
2025		52		56		108
2026		55		61		116
Thereafter		184		305		489
	$	414	$	550	$	964


	Legacy-Diamond Timeshare Financing Receivables
	March 31, 2022
($ in millions)	Securitized		Unsecuritized		Total
Current	$	397	$	447	$	844
31 - 90 days past due		14		25		39
91 - 120 days past due		5		9		14
121 days and greater past due		10		372		382
	$	426	$	853	$	1,279


	Legacy-Diamond Timeshare Financing Receivables
	December 31, 2021
($ in millions)	Securitized		Unsecuritized		Total
Current	$	496	$	385	$	881
31 - 90 days past due		15		18		33
91 - 120 days past due		6		5		11
121 days and greater past due		14		344		358
	$	531	$	752	$	1,283

	March 31, 2020
($ in millions)	Securitized			Unsecuritized			Total
Balance as of December 31, 2019	$	54		$	130		$	184
Provision for financing receivables losses⁽¹⁾		(6	)		43			37
Write-offs		—			(9	)		(9	)
Balance as of March 31, 2020	$	48		$	164		$	212

($ in millions)	Debt		Non-recourse Debt		Total
Year
2021 (remaining)	$	10	$	104	$	114
2022		11		174		185
2023		818		138		956
2024		300		115		415
2025		—		56		56
Thereafter		23		119		142
	$	1,162	$	706	$	1,868

	Hierarchy Level
($ in millions)	Level 2		Level 3
Land held for sale	$	47	$	—
Infrastructure held for sale		—		5

($ in millions)	Operating Leases
Year
2021 (remaining)	$	12
2022		13
2023		13
2024		11
2025		11
Thereafter		11
Total future minimum lease payments	$	71
Less: imputed interest		(8	)
Present value of lease liabilities	$	63


Expected volatility	45.8	~~34.2~~	%
Dividend yield	0	0	%
Risk-free rate	1.7	~~1.1~~	%
Expected term (in years)		~~6.0~~	6.0

($ in millions)	2021 (remaining)		2022		2023		2024		2025		Thereafter		Total
Inventory purchase obligations	$	226	$	114	$	58	$	40	$	3	$	12	$	453
Other commitments⁽¹⁾		9		2		—		—		—		—		11
Total	$	235	$	116	$	58	$	40	$	3	$	12	$	464

	Payments Due by Period
($ in millions)	Total		Less Than 1 Year		1-3 Years		3-5 Years		More Than 5 Years
Debt	$	1,162	$	12	$	827	$	300	$	23
Non-recourse debt		706		145		328		151		82
Interest on debt⁽¹⁾		235		74		119		29		13
Operating leases		71		12		26		22		11
Inventory purchase commitments		453		227		172		43		11
Other commitments⁽²⁾		11		9		2		—		—
Total contractual obligations	$	2,638	$	479	$	1,474	$	545	$	140

				Maturities by Period
($ in millions)	Weighted Average Interest Rate⁽¹⁾			2021		2022		2023		2024		2025		There- after		Total⁽²⁾		Fair Value
Assets:
Fixed-rate securitized timeshare financing receivables		12.271	%	$	70	$	95	$	98	$	100	$	98	$	269	$	730	$	770
Fixed-rate unsecuritized timeshare financing receivables		13.131	%		28		37		40		42		44		226		417		439
Liabilities:⁽³⁾
Fixed-rate debt		4.133	%		106		175		139		415		56		142		1,033		1,005
Variable-rate debt⁽⁴⁾		3.750	%		8		10		817		—		—		—		835		838

($ in millions)

Balance as of December 31, 2021

Current period provision for expected credit losses

Write-offs charged against the allowance

Balance at March 31, 2022