HILTON GRAND VACATIO

HGV
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HILTON GRAND VACATIONS INC. Management's Discussion and Analysis of Financial Condition and Results of Operations (form 10-Q)

05/09/2022 | 02:47pm


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, 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, 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 expected
cost savings, synergies, growth and other benefits from the Diamond Acquisition
or that the costs related to the 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 Diamond Acquisition; risks
that HGV may not be successful in integrating the Diamond business into all
aspects of our business and operations, including the conversion and rebranding
of the 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 result of the Diamond Acquisition
and integration of the Diamond business; risks related to disruption of
management's attention from HGV's ongoing business operations due to its efforts
to integrate Diamond Resorts into HGV; any adverse effect of the Diamond
Acquisition on HGV's reputation, relationships, operating results and business
generally; the 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, 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 (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 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, 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.

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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" refer to the timeshare
properties that we manage or own. Of these resorts and units, a portion is
directly owned by us or joint ventures in which we have an interest; the
remaining resorts and units are owned by our third-party owners.


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



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




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


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



"VOI" refers to vacation ownership intervals and interests.



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 engaged in developing, marketing, selling and
managing timeshare resorts primarily under the Hilton Grand Vacations brand. Our
Company also owns and operates Diamond 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 Hilton Grand Vacations Club and Hilton
Club
exchange program (collectively the "Legacy-HGV Club") and Diamond
points-based clubs.

As of March 31, 2022, we have 154 properties located in the United States
("U.S."), Europe, Mexico, the Caribbean, Canada, and Japan. A significant number
of our properties and VOIs are concentrated in Florida, Nevada, Hawaii, Europe,
California, Virginia and Arizona. and feature spacious, condominium-style
accommodations with superior amenities and quality service. As of March 31,
2022
, we have approximately 335,000 Hilton Grand Vacations Club and Hilton 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 6,800 properties, as well as
numerous experiential vacation options, such as cruises and guided tours. We
also have 168,000 Diamond Club members who are able to utilize their points
across the Diamond resorts, affiliated properties and 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

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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 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 financial results within 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 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 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. In 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, 2022, sales from fee-for-service,
just-in-time, developed inventory and points-based sources were 25 percent, 14
percent, 19 percent and 42 percent, respectively, of contract sales. See "Key
Business
and Financial Metrics and Terms Used by Management - Real Estate Sales
Operating Metrics" for additional discussion of contract sales. The estimated
contract sales value related to our inventory that is currently available for
sale at open or soon-to-be open projects and inventory at new or existing
projects that will become available for sale in the future upon registration,
delivery or construction is approximately $13 billion at current pricing.

Capital efficient arrangements, comprised of our fee-for-service and
just-in-time inventory, represented approximately 40 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.

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We sell our vacation ownership products primarily through our distribution
network of both-in-market and off-site sales centers. Our products are currently
marketed for sale throughout the United States, Mexico, Canada, Europe, and
Japan. We operate sales distribution centers in major markets and popular
leisure destinations with year-round demand and a history of being a friendly
environment for vacation ownership. We have approximately 60 sales distribution
centers in various domestic and 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, 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
2.5 percent to 25 percent per annum. Financing propensity was 65 percent for the
three months ended March 31, 2022 and 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 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




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

Some of our timeshare financing receivables have been pledged as collateral in
our securitization transactions, which have in the past and may in the future
provide funding for our business activities. In these securitization
transactions, special purpose entities are established to issue various classes
of debt securities which are generally collateralized by a single pool of
assets, consisting of timeshare financing receivables that we service and
related cash deposits. For additional information see Note 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 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, as well as the Diamond Clubs. When owners purchase a VOI, they are
generally enrolled in a Club which allows the member to exchange their points
for a number of vacation options. In addition to an annual membership fee, Club
members pay incremental fees depending on exchanges they choose within the Club
system.

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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.


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





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





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




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





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

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, 2021.

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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.




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

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Results of Operations



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




Segment Results

We evaluate our business segment operating performance using segment Adjusted
EBITDA, as described in Note 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
($ in millions) 2022 2021 $ %
Revenues:



Real estate sales and financing $ 452 $ 123



329 NM(1)
Resort operations and club NM(1)
management(1) 268 80 188
Total segment revenues 720 203 517 NM(1)
Cost reimbursements 66 35 31 88.6 %
Intersegment eliminations(1)(2) (7 ) (3 ) (4 ) NM(1)
Total revenues $ 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.



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




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






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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 101 42 59 NM(1)
management(2)
Adjustments:
Adjusted EBITDA from 3 3 - -
unconsolidated affiliates
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.



(3) 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
for the three months ended March 31, 2022 and 2021.




Real estate sales and financing segment revenues increased by $329 million for
the three months ended March 31, 2022, compared to the same period in 2021,
primarily due to a $273 million increase in sales revenue and a $27 million
increase in financing revenue. Excluding the impact of the Diamond Acquisition,
sales revenue primarily increased due to the increase in travel demand and
reopening of nearly all of our 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 $10
million
increase in deferred revenue related to sales of VOIs of Maui Bay Villas
Phase IB and 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 $126 million for the three months ended March 31, 2022, compared to
the same period in 2021, primarily due to the revenue increases discussed above
in addition to improvements in our real estate sales and financing profit
margins.

37
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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 increased by $188 million
for the three months ended March 31, 2022 compared to the same period in 2021,
driven by increases in rental and ancillary revenue of $104 million and resort
and club management revenue of $80 million. 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 in
the second half of 2021 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
new properties compared to the same period in 2021. Resort operations and club
management segment adjusted EBITDA increased $59 million for the three months
ended March 31, 2022 compared to the same period in 2021, primarily due to the
increases in resort and club management and rental revenues described above,
partially offset by a decrease in resort and club management profit margins
associated with 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 93.8 %
receivables losses (31 ) (16 ) (15 )
Reportability and other:
Net deferral of sales of VOIs (42 ) (32 ) (10 ) 31.3 %
under construction(3)
Fee-for-service sale upgrades, 100.0 %
net 4 2 2
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.



(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.



38
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Contract sales increased by $370 million for the three months ended March 31,
2022
compared to the same period in 2021. Excluding the impact of the Diamond
Acquisition, this increase was primarily due to an increase in tour flow and VPG
corresponding with increases in travel demand and average transaction prices
related to new inventory available for sale at resorts that were opened in the
second half of 2021.



Three Months Ended March 31, Variance
($ in millions) 2022 2021 $ %
Sales, marketing, brand and NM(1)
other fees $ 119 $ 53 66
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, NM(1)
net(2) 186 59 127
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 prospective first-time buyers and revenue associated with sales



incentives, title service and document compliance.






Real estate profit increased by $109 million for the three months ended March
31, 2022
compared to the same period in 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 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 resulting from the Diamond Acquisition.



(2) For the three months ended March 31, 2022, this amount includes $3 million
of amortization of the premium related to the acquired non-recourse debt
resulting from the Diamond Acquisition.





Financing profit increased by $21 million for the three months ended March 31,
2022
, compared to the same period in 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 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 balance of securitized
non-recourse debt compared to the same period in 2021.

39
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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 NM(1)
revenues 125 45 80
Club management expense 10 5 5 100.0 %
Resort management expense 26 3 23 NM(1)
Resort and club management NM(1)
expenses 36 8 28
Resort and club management NM(1)
profit $ 89 $ 37 52
Resort and club management
profit margin 71.2 % 82.2 %



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




Resort and club management profit increased by $52 million for the three months
ended March 31, 2022, compared to the same period in 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 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 NM(1)
revenues 136 32 104
Rental expenses 122 29 93 NM(1)
Ancillary services expense 10 2 8 NM(1)
Rental and ancillary services NM(1)
expenses 132 31 101
Rental and ancillary services NM(1)
profit $ 4 $ 1 3
Rental and ancillary services NM(1)
profit margin 2.9 % 3.1 %



(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 2021. Excluding the impact of the Diamond Acquisition, rental and
ancillary services revenue increased due to an increase in rooms available for
rent corresponding with the launch of new properties in the second half of 2021
in addition to higher average daily rates charged compared to the same period in
2021. Rental and ancillary services expense increased consistent with the
aforementioned launch of 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.



40
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The change in other operating expenses for the three months ended March 31, 2022
compared to the same period in 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 team members associated with the Diamond Acquisition. General and
administrative expenses 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
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 increased travel demand discussed above.


Acquisition and Integration-Related Expense




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



$ (2 ) (13.3 )%




Acquisition and integration-related costs include direct expenses related to the
Diamond Acquisition including integration costs, legal and other professional
fees. Integration costs include technology-related costs, fees paid to
management consultants 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 percentage change is not meaningful.




The change in non-operating expenses for the three months ended March 31, 2022,
compared to the same period in 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 income
tax expense driven by an increase in income before taxes. See Note 13: Debt and
non-recourse debt and Note 16: Income Taxes for additional information.


Liquidity and Capital Resources



Overview




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

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




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





As of March 31, 2022, we have $699 million remaining borrowing capacity under
the revolver facility.



41
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As of March 31, 2022, we have $439 million remaining borrowing capacity in total
under our Timeshare Facility, and conduit facilities due in 2023 and 2024. Of
this amount, we have $154 million of mortgage notes that are available to be
securitized and another $238 million of mortgage notes that we expect will
become eligible as soon as they meet typical milestones including receipt of
first payment, deeding, or recording.

We believe that our capital allocation strategy provides adequate funding for
our operations, is flexible enough to fund our development pipeline, securitizes
the optimal level of receivables, and provides the ability to be strategically
opportunistic in the marketplace. We have made commitments with developers to
purchase vacation ownership units at a future date to be marketed and sold under
our Hilton Grand Vacations brand. As of March 31, 2022, our inventory-related
purchase commitments totaled $329 million over 9 years.



Sources and Uses of Our Cash




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

Three Months Ended March 31, Variance
($ in millions) 2022 2021 $
Net cash provided by (used in):
Operating activities $ 270 $ 62 $ 208
Investing activities (14 ) (5 ) (9 )
Financing activities (133 ) (78 ) (55 )


Operating Activities

Cash flow provided by operating activities is primarily generated from (1) sales
and financing of VOIs and (2) net cash generated from managing our resorts, Club
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, 2022, compared to the same period in 2021 was primarily
driven by increased sales and operating performance compared to the prior year,
as discussed above, in addition to an increase in net working capital from
operations.


The following table summarizes our VOI inventory spending:




Three Months Ended March 31,
($ in millions) 2022


2021



VOI spending - owned properties $ 11 $ 15
VOI spending - fee-for-service upgrades(1) 3 2
Purchases and development of real estate for future
conversion to inventory 1 6
Total VOI inventory spending $ 15 $ 23



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



projects of $2 million and $1 million recorded in Costs of VOI sales for the
three months ended March 31, 2022 and 2021, respectively.



Investing Activities



The following table summarizes our net cash used in investing activities:




Three Months Ended March 31, Variance
($ in
millions) 2022 2021 $
Capital expenditures for property and (8 ) (1 ) (7 )


equipment



Software capitalization costs (6 ) (4 ) (2 )
Net cash used in investing activities $ (14 ) $ (5 ) $ (9 )




42



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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 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, 2022, compared to the same period in 2021, was primarily due to costs
associated with the rebranding of Legacy-Diamond properties.


Financing Activities




The following table summarizes our net cash provided by financing activities:

Three Months Ended March 31, Variance
($ in
millions) 2022 2021 $
Issuance of non-recourse debt 155 - 155
Repayment of debt (3 ) (2 ) (1 )
Repayment of non-recourse debt (277 ) (69 ) (208 )
Debt issuance costs - (3 ) 3
Payment of withholding taxes on vesting of (8 ) (5 ) (3 )
restricted stock units
Proceeds from stock option exercises 1 2 (1 )
Other financing activity (1 ) (1 ) -
Net cash used in financing activities $ (133 ) $ (78 ) $ (55 )




The change in net cash provided by financing activities for the three months
ended March 31, 2022, compared to the same period in 2021, was primarily due to
an increase in drawings and repayments of non-recourse debt acquired as a part
of the Diamond Acquisition.

Contractual Obligations

Our commitments primarily relate to agreements with developers to purchase or
construct vacation ownership units, operating leases, and obligations associated
with our debt, non-recourse debt and the related interest. As of March 31, 2022,
we were committed to $5,501 million in contractual obligations over 9 years,
$581 million of which will be fulfilled in the remainder of 2022. The ultimate
amount and timing of certain commitments is subject to change pursuant to the
terms of the respective arrangements, which could also allow for cancellation in
certain circumstances. See Note 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 $296
million
as of March 31, 2022 which primarily consist of escrow and construction
related bonds.


Guarantor Financial Information




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

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

43
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The Notes rank equally in right of payment with all of the Issuers' and each
guarantor's existing and future senior indebtedness, are subordinated to all of
the Issuers' and guarantors' existing and future secured indebtedness to the
extent of the value of the collateral securing such indebtedness, including the
Senior Secured Credit Facilities, rank senior in right of payment to all of the
Issuers' and guarantors' future subordinated indebtedness and other obligations
that expressly provide for their subordination to the notes and the related
guarantees, and are structurally subordinated to all existing and future
indebtedness claims of holders of preferred stock and other liabilities of the
Issuer's subsidiaries that do not guarantee the Notes.

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

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


Summarized Financial Information




($ in millions) March 31, December 31,
Assets 2022 2021
Cash and cash equivalents $ 407 $ 333
Restricted cash 201 165
Accounts receivable, net - due from non-guarantor
subsidiaries 40


45



Accounts receivable, net - due from related
parties 20


20



Accounts receivable, net - other 355


231



Timeshare financing receivables, net 729 678
Inventory 712 727
Property and equipment, net 692 693
Operating lease right-of-use assets, net 62


66



Investments in unconsolidated affiliates 62 59
Goodwill 1,351 1,377
Intangible assets, net 1,400 1,441
Land and Infrastructure held for sale 41 41
Other assets 475 263
Total assets $ 6,547 $ 6,139

Liabilities
Accounts payable, accrued expenses and other -
due from non-guarantor subsidiaries $ 40 $


45



Accounts payable, accrued expenses and other -
other 814 592
Advanced deposits 123 111
Debt, net 2,913 2,912
Operating lease liabilities 82 83
Deferred revenues 268 150
Deferred income tax liabilities 669 649
Total liabilities $ 4,909 $ 4,542



Three Months Ended
March 31,
($ in millions) 2022



Total revenues - transactions with non-guarantor subsidiaries $



2
Total revenues - other 692
Operating income 92
Net income 45




44



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Subsequent Events




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 amounts borrowed to be
repaid in 2025. The Timeshare Facility is secured by certain timeshare financing
receivables in our loan portfolio.


On May 4, 2022, our Board of Directors approved a share repurchase program
authorizing the Company to repurchase up to an aggregate of $500 million of its
outstanding shares of common stock.



Critical Accounting Policies and Estimates




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, 2021.

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