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ANNUAL REPORT Letter to Stockholders

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ANNUAL REPORT Letter to Stockholders 2018 ANNUAL REPORT Letter to Stockholders Traditional Hawaiian Blessing Ceremony at the new Ocean Tower by Hilton Grand Vacations Club, hosted by a Hawaiian kahu (guardiian or minister) to honor those of the past, presentt and future. Dear Stockholders: At the core of our company is a promise to deliver a lifetime of great vacations to our owners and guests. A great vacation really transcends time and creates everlasting memories of adventure, exploration, and shared experiences with loved ones. Our more than 8,500 Team Members deliver incredible vacations to our owners and guests every day. To support our vision of inspiring people to go further Chicago att Thee DoubleTreee by Hiltonn Hotel Chicago and share more, our strategic priorities are focused – Magnificent Mile on introducing Hilton Grand Vacations to more • Enhanced owner experiences for ourr Members in people who love to travel and make vacationing both the U.S. and Japan with the opening of our a priority. We are committed to reaching and first property in Japan at the Hilton Odawara engaging new customers while also ensuring our Resort & Spa existing owners experience consistent, high-quality, and personalized vacation experiences. • Leveraged our brand in a joint venture to develop Liberty Place Charleston by Hilton Club, our first This year, we executed against our strategic priorities, offering in Charleston and our operating results were strong. Additionally, in our second year as a public company,y, we • Bolstered our leadership position in Hawaii by accelerated deployment of capital to drive growth. securing a new development deal in Waikiki Consistent execution of our business strategy will Thank you for sharing in our success in 2018. We could continue to produce industry-leading performance not be more excited about the opportunities that and ultimately long-term shareholder value. We are lie ahead in 2019 and beyondd as we continue our proud of our achievements in 2018, including many journeyy too create meaningful val ue for o ur Team “firsts” for our company: Members, our owners, and our shareholders. • Drove strong Net Ownership Growth of 7% and ended the year with more than 300,000 Members • Executed one of the most successful product launches in our history with the opening of Ocean Tower by Hilton Grand Vacations Club in Hawaii Mark Wang, RRP • Expanded our resort footprint by announcing President & Chief Executive Officer our first timeshare in Mexico within the Hilton Los Cabos Beach & Golf Resort, and our first in the Caribbean within The Crane Resort in Barbados • Increased our offerings in urban destinations with the acquisition of the Quin hotel in New York City Leonard Potter and the announcement of our first property in Chairman of the Board Featured on the cover: Hilton Grand Vacations at The Crane The Crane Resort, St. Philip, Barbados UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) È ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 or ‘ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-37794 Hilton Grand Vacations Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 81-2545345 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.) 6355 MetroWest Boulevard, Suite 180, Orlando, Florida 32835 (Address of Principal Executive Offices) (Zip Code) Registrant’s Telephone Number, Including Area Code (407) 613-3100 (Former Name, Former Address, and Former Fiscal Year, if Changed Since Last Report) Securities registered pursuant to Section 12(b) of the Act: (Title of Class) (Name of each exchange on which registered) Common Stock, $0.01 par value per share New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes È No ‘ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ‘ No È 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 È 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 È No ‘ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ‘ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company’ in Rule 12b-2 of the Exchange Act. Large Accelerated Filer È Accelerated Filer ‘ Non-Accelerated Filer ‘ Smaller Reporting Company ‘ Emerging Growth Company ‘ 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 È No As of June 30, 2018, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $3,336 million (based on the closing sale price of the common stock on that date on the New York Stock Exchange). There were 94,620,208 shares of the registrant’s Common Stock outstanding as of February 22, 2019. DOCUMENTS INCORPORATED BY REFERENCE The registrant has incorporated by reference into Part III of this report certain portions of its proxy statement for its 2019 annual meeting of stockholders, which is expected to be filed pursuant to Regulation 14A within 120 days after the end of the registrant’s fiscal year ended December 31, 2018. HILTON GRAND VACATIONS INC. FORM 10-K TABLE OF CONTENTS YEAR ENDED DECEMBER 31, 2018 PART I ............................................................................... 1 Item 1 – Business .................................................................. 2 Item 1A – Risk Factors .............................................................. 17 Item 1B – Unresolved Staff Comments ................................................. 44 Item 2 – Properties ................................................................. 44 Item 3 – Legal Proceedings .......................................................... 46 Item 4 – Mine Safety Disclosures ...................................................... 46 PART II .............................................................................. 47 Item 5 – Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ............................................. 47 Item 6 – Selected Financial Data ...................................................... 48 Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations ............................................................. 49 Item 7A – Quantitative and Qualitative Disclosures About Market Risk ....................... 70 Item 8 – Financial Statements And Supplementary Data .................................... 72 Item 9 – Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ............................................................. 129 Item 9A – Controls and Procedures .................................................... 129 Item 9B – Other Information ......................................................... 129 PART III ............................................................................. 130 Item 10 – Directors, Executive Officers and Corporate Governance ........................... 130 Item 11 – Executive Compensation .................................................... 130 Item 12 – Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ...................................................... 130 Item 13 – Certain Relationships and Related Transactions, and Director Independence ............ 130 Item 14 – Principal Accountant Fees and Services ......................................... 130 PART IV .............................................................................. 130 Item 15 – Exhibits and Financial Statement Schedules ..................................... 130 Item 16 – Form 10-K Summary ....................................................... 130 EXHIBIT INDEX ...................................................................... 131 SIGNATURES ......................................................................... 138 i
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