8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): December 8, 2016

Hilton Grand Vacations Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-37794	81-2545345
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
6355 MetroWest Boulevard, Suite 180 Orlando, Florida		32835
(Address of principal executive offices)		(Zip Code)

(407) 722-3100

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

On December 8, 2016, Hilton Grand Vacations Inc. (the “Company”) intends to present information about the Company in connection with the previously announced spin-off of the Company from Hilton Worldwide Holdings Inc. (“Hilton”) at an Investor Day being held at the Conrad New York Hotel in New York, New York. The presentation will be webcast and participants may listen to the live webcast and access the written presentation materials by logging onto the investor relations page of the Hilton Investor Relations website at http://ir.hiltonworldwide.com. Hilton’s press release providing additional details about the Investor Day and the webcast is attached hereto as Exhibit 99.1. The Company’s written presentation materials are also attached hereto as Exhibit 99.2. Representatives of the Company also expect to use the attached presentation in various meetings with analysts and investors regarding the Company and its business in connection with the commencement of “when-issued” trading of the Company’s common stock expected to commence on December 13, 2016.

The information in this Current Report on Form 8-K, including the exhibits hereto, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release of Hilton Worldwide Holdings Inc., dated December 8, 2016.
99.2	Investor Presentation of Hilton Grand Vacations Inc., dated December 8, 2016.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HILTON GRAND VACATIONS INC.
By:	/s/ Mark D. Wang
	Mark D. Wang
	President and Chief Executive Officer

Date: December 8, 2016

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of Hilton Worldwide Holdings Inc., dated December 8, 2016.
99.2	Investor Presentation of Hilton Grand Vacations Inc., dated December 8, 2016.

EX-99.1

Exhibit 99.1

Hilton To Detail A Simplified Fee-Based Business With Expanded Capital Return

Potential At Investor Day

• Executives to highlight the business strategies for Hilton, Park Hotels & Resorts, and Hilton Grand Vacations

• Presentations and webcast details available at ir.hiltonworldwide.com

MCLEAN, Va. – Hilton Worldwide Holdings (NYSE: HLT) (“Hilton”) will host an Investor Day in New York today to discuss the company’s strategy and financial outlook in conjunction with the planned spin-offs of Park Hotels & Resorts and Hilton Grand Vacations.

The event will feature presentations by members of Hilton’s senior leadership team including Christopher J. Nassetta, president & chief executive officer, and Kevin Jacobs, executive vice president & chief financial officer. Thomas J. Baltimore, Jr., chairman, president & chief executive officer of Park Hotels & Resorts (“Park”), and Mark Wang, president & chief executive officer of Hilton Grand Vacations (“HGV”), are also scheduled to present.

“We look forward to sharing details of our financial outlook and the strategic initiatives that we believe will fully activate all three businesses and deliver long-term shareholder value,” said Christopher J. Nassetta, president & chief executive officer, Hilton. “We are also excited to share the potential of the new, simplified Hilton, which we believe will generate meaningful returns to shareholders through its resilient, fee-based business with low capital requirements.”

During the Investor Day, Hilton will highlight:

• Its post-spin-off, simplified, resilient fee-based business with 90% of adjusted EBITDA from fees, low capital requirements, and significant free cash flow.

• Its portfolio of 13 industry-leading brands and commercial service platforms, which should continue to drive enhanced guest experiences and greater returns for owners, as indicated by a 14 percent global RevPAR premium¹.

• With global rooms under construction approximately 4.5 times larger than its share of existing supply, Hilton remains well-positioned to continue to deliver market-leading organic net unit growth.

• Plans to expand capital return to shareholders through share buybacks and quarterly dividends, which could total $3.0 to $4.5 billion between 2017 and 2019.

A live webcast of the Investor Day will begin at 8:30 a.m. Eastern Time. The webcast and corresponding presentations may be accessed at ir.hiltonworldwide.com. A replay of the event will be available following the completion of the meeting.

The spin-off transactions have been approved by the Hilton Board of Directors and are expected to be completed on January 3, 2017. Park and HGV will begin regular-way trading on the New York Stock Exchange (NYSE) under the ticker symbols “PK” and “HGV,” respectively, on January 4, 2017.

###

¹  Source: STR (12 months ended 12/31/2015). “RevPAR” or “Revenue per Available Room” represents hotel room revenue divided by room nights available to guests for a given period.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties, including, among others, risks inherent to the hospitality industry, macroeconomic factors beyond Hilton’s control, competition for hotel guests, management and franchise agreements and timeshare sales, risks related to doing business with third-party hotel owners, Hilton’s significant investments in owned and leased real estate, performance of Hilton’s information technology systems, growth of reservation channels outside of Hilton’s system, risks of doing business outside of the United States, risks related to Hilton’s proposed spin-offs and Hilton’s indebtedness. Additional factors that could cause Hilton’s results to differ materially from those described in the forward-looking statements can be found under the section entitled “Part I-Item 1A. Risk Factors” of the Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed with the SEC, as such factors may be updated from time to time in Hilton’s periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this release and in Hilton’s filings with the SEC. The Company undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.

About Hilton

Hilton (NYSE: HLT) is a leading global hospitality company, comprising more than 4,800 managed, franchised, owned and leased hotels and timeshare properties with nearly 789,000 rooms in 104 countries and territories. For 97 years, Hilton has been dedicated to continuing its tradition of providing exceptional guest experiences. The company’s portfolio of 13 world-class global brands includes Hilton Hotels & Resorts, Waldorf Astoria Hotels & Resorts, Conrad Hotels & Resorts, Canopy by Hilton, Curio—A Collection by Hilton, DoubleTree by Hilton, Embassy Suites by Hilton, Hilton Garden Inn, Hampton by Hilton, Tru by Hilton, Homewood Suites by Hilton, Home2 Suites by Hilton and Hilton Grand Vacations. The company also manages an award-winning customer loyalty program, Hilton HHonors^®. Hilton HHonors members who book directly through preferred Hilton channels have access to benefits including an exclusive member discount, free standard Wi-Fi, as well as digital amenities that are available exclusively through the industry-leading Hilton HHonors app, where Hilton HHonors members can check-in, choose their room, and access their room using a Digital Key. Visit news.hiltonworldwide.com for more information and connect with Hilton on Facebook, Twitter, YouTube, Flickr, LinkedIn and Instagram.

Hilton Contacts:

Christian Charnaux

Investor Contact

1-703-883-5205

christian.charnaux@hilton.com

Nigel Glennie

Media Contact

1-415-298-4424

nigel.glennie@hilton.com

Park Hotels & Resorts Contact:

Ian Weissman

Investor Contact

1-703-584-7441

iweissman@pkhotelsandresorts.com

Hilton Grand Vacations Contact:

Robert LaFleur

Investor Contact

1-407-722-3327

rlafleur@hgvc.com

EX-99.2

Investor Presentation December 2016

© Hilton Grand Vacations Proprietary

Exhibit 99.2

D I S C L A I M E R

2

© Hilton Grand Vacations Proprietary

This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities

Exchange Act of 1934, as amended.  These statements include, but are not limited to, statements related to our expectations regarding the performance of our business,

our financial results, our liquidity and capital resources, the proposed spin-offs and other non-historical statements.  You can identify these forward-looking statements by

the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “projects,” “predicts,”

“intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various

risks and uncertainties, including, among others, risks inherent to the timeshare industry, risks related to financing transactions expected to be consummated in connection

with the spin-off, macroeconomic factors beyond our control, competition for timeshare sales, risks related to doing business with third-party developers, performance of

our information technology systems, risks of doing business outside of the United States and our indebtedness, as well as those described under the section entitled “Risk

Factors” in our effective Registration Statement on Form 10, as filed with the Securities and Exchange Commission (“SEC”) on November 30, 2016.  Accordingly, there are or

will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as

exhaustive and should be read in conjunction with the other cautionary statements that are included in this presentation and in our filings with the SEC. We undertake no

obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by

law.

This presentation is not an offer to sell or the solicitation of an offer to buy any securities of the company, nor will there be any sales of securities of the company in any

jurisdiction in which the offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. 

This presentation includes certain non-GAAP financial measures, including net income before interest expense, income tax expense, depreciation and amortization (“Adj.

EBITDA”), Adj. EBITDA Margin, Net Debt and Net Debt / Adj. EBITDA, Contract Sales, Free Cash Flow and Return on Invested Capital (“ROIC”). Non-GAAP financial measures

Adj. EBITDA, Adj. EBITDA Margin, Net Debt and Net Debt / Adj. EBITDA should be considered only as supplemental to, and not as superior to, financial measures prepared in

accordance with U.S. GAAP. Please refer to the Appendix and footnotes of this presentation for a reconciliation of the historical and forward-looking non-GAAP financial

measures included in this presentation to the most directly comparable financial measures prepared in accordance with U.S. GAAP. 

3

ROBERT LAFLEUR

Vice President

Investor Relations,

Hilton Grand Vacations

© Hilton Grand Vacations Proprietary

MARK WANG

President & CEO,

Hilton Grand Vacations

5

© Hilton Grand Vacations Proprietary

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© Hilton Grand Vacations Proprietary

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© Hilton Grand Vacations Proprietary

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© Hilton Grand Vacations Proprietary

V A C A T I O N   O W N E R S H I P   I S   F L E X I B L E

(1) As of October 2016

Source: Company reports

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© Hilton Grand Vacations Proprietary

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G R A N D    I S L A N D E R

© Hilton Grand Vacations Proprietary

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X

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GRAND WAIKIKIAN

Waikiki, Hawaii

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© Hilton Grand Vacations Proprietary

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GRAND WAIKIKIAN

Waikiki, Hawaii

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Standard hotel room

© Hilton Grand Vacations Proprietary

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GRAND WAIKIKIAN

Waikiki, Hawaii

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Standard hotel room

© Hilton Grand Vacations Proprietary

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High-Quality

Customer

© Hilton Grand Vacations Proprietary

We consider our 265,000 members to be among the highest quality in the industry with:

93%

Homeowners

(Owners as of 9/30/16)

$113,000

Average Household

Income

(Owners as of 9/30/16)

25

Leisure Travel

Days Per Year

15

H I G H -

Q U A L I T Y ,   L O Y A L   C U S T O M E R S

© Hilton Grand Vacations Proprietary

We consider our 265,000 members to be among the highest quality in the industry with:

16

H I G H -

Q U A L I T Y ,   L O Y A L    C U S T O M E R S

Baby Boomers

Millennials

Generation X

(2016 New Owners)

© Hilton Grand Vacations Proprietary

We consider our 265,000 members to be among the highest quality in the industry with:

17

H I G H -

Q U A L I T Y ,   L O Y A L    C U S T O M E R S

1.78%

Delinquency Rate

(For Loans Over 30 Days

Past Due Not in Default)

(As of 9/30/16)

2.84%

Loan Default Rate

(Year ended 12/31/15)

736

Weighted Average

Fico Score

(9 months ended 9/30/16)

(1) For

new

loans

to

U.S.

and

Canadian

borrowers

at

the

time

of

origination;

(2)

2.2%

HOA

delinquency

rate

for

the

year

ended

12/31/15

Source: Company analysis

© Hilton Grand Vacations Proprietary

1

2

T H E   N E W   P A R A D I G M  I N   V A C A T I O N   O W N E R S H I P

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(1) Approximate Third Party based on a range of product cost times sales value of inventory. (2) 37/9 assets in Resort/Urban destinations, respectively

© Hilton Grand Vacations Proprietary

T H E   N E W   P A R A D I G M   I N   V A C A T I O N   O W N E R S H I P

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(2) 37/9 assets in Resort/Urban destinations, respectively

© Hilton Grand Vacations Proprietary

T H E   N E W   P A R A D I G M   I N   V A C A T I O N   O W N E R S H I P

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(1) Approximate Third Party based on a range of product cost times sales value of inventory.

© Hilton Grand Vacations Proprietary

T

H

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N

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P

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D

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G

M

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N

V

A

C

A

T

I

O

N

O

W

N

E

R

S

H

I

P

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© Hilton Grand Vacations Proprietary

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P

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M

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C

A

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N

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N

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S

H

I

P

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© Hilton Grand Vacations Proprietary

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S

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(1) Approximate Third Party based on a range of product cost times sales value of inventory. (2) 37/9 assets in Resort/Urban destinations, respectively

© Hilton Grand Vacations Proprietary

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F

B

U

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S

S

Rental & Ancillary

Financing

Club & Resort

Real Estate

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© Hilton Grand Vacations Proprietary

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First Time Buyer

•

Deeded timeshare

•

Real Estate margin 27.5%

YE 2015

Real Estate

Credit

•

Loans to high-quality

customers

•

Interest income

•

Origination and servicing

fees

Financing

Dues & Fees

•

Manage resort HOAs –

HOA management fees

•

Operate

HGV

Club

–

Club

enrollment fees, annual

membership dues and

transaction fees

Club & Resort

On Property

•

Market transient rental –

rental revenues

•

Retail, F&B and spa

revenues

Rental & Ancillary

Additional Purchase

•

Second sale Real Estate

revenue

•

Incremental Management

Fees, Financing, Rental &

Ancillary Revenue

Real Estate

© Hilton Grand Vacations Proprietary

Note: (1) Average, including spend related to follow-on VOI purchases, adjusted for defaults and share of customers financing; includes all interest revenue for contract sales; (2) Rental sales and retail sales associated with transient and marketing stays

not attributed to members.

Analysis represents ancillary spend and excludes rental.

Source: Company analysis

R

E

V

E

N

U

E

L

I

F

E

C

Y

C

L

E

We expect to generate 60% of a customer’s lifetime value after the initial purchase.

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© Hilton Grand Vacations Proprietary

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N

U

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L

I

F

E

C

Y

C

L

E

We expect to generate 60% of a customer’s lifetime value after the initial purchase.

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Note: (1) Average, including spend related to follow-on VOI purchases, adjusted for defaults and share of customers financing; includes all interest revenue for contract sales; (2) Rental sales and retail sales associated with transient and marketing stays not

attributed to members.

Analysis represents ancillary spend and excludes rental.

Source: Company analysis

© Hilton Grand Vacations Proprietary

$1.0B

Annual Industry

VOI Sales

Consumer

protection

Single Location

Limited

Single-week

Classified by Small

Independent Players

$8.6B

Annual Industry

VOI Sales

Meaningful Consumer

Protection

Points-based

Global Network

Led by Major

Hospitality

Brands

DNC

Cool

Off

Lending

Laws

Home

Stay

IN-Network

Exchange

Hotel

Exchange

Other (RCI,

Airline, Car)

Now: 2016

E

V

O

L

U

T

I

O

N

O

F

T

H

E

T

I

M

E

S

H

A

R

E

I

N

D

U

S

T

R

Y

Source:

AIF,

Sate

of

the

Vacation

Timeshare

Industry

–

Shared

Vacation

Ownership,

2016

edition

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Then: 1985

© Hilton Grand Vacations Proprietary

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O

N

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T

E

N

T

G

R

O

W

T

H

(1)

Unless

otherwise

noted,

HGV

Net

VOI

Sales

data

from

historical

financial

statements.

1992

–

1998

HGV

Net

VOI

Sales

estimated

due

to

lack

of

historic

data.Note:

(*)

Started

as

Orange

Lake

Resort

(**)

Wyndham

predecessor

Fairfield

entered

the

market

in

1966,

but

went

bankrupt

in

1990.

It

emerged

as

the

first

vacation

ownership

company

to

use

a

points-based

model.

Source:

ARDA;

public

financials;

company

reports

.

29

© Hilton Grand Vacations Proprietary

S T R O N G  M A R K E T  P O S I T I O N I N G

(1) Starwood Vacation Ownership acquired by Interval Leisure Group in May 2016.

Source: Company Financials

Trailing 12-Month Sales

Relative to Calendar Year 2007

30

HGV Market Share: 5%     

12%

(‘07-‘15)

© Hilton Grand Vacations Proprietary

S T R O N G  M A R K E T  P O S I T I O N I N G

(1) Starwood Vacation Ownership acquired by Interval Leisure Group in May 2016.

Source: Company Financials

© Hilton Grand Vacations Proprietary

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H G V ’ S  K E Y  D R I V E R S :  D E M A N D ,  E N G A G E M E N T  A N D  I N V E N T O R Y

Source: Company reports

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Revenue Growth

2015 Real Estate Revenue $949M

2013-2015 CAGR 10%

Demand

Approximately 300k

owners/new customer tours

Customer

Engagement

Supply

© Hilton Grand Vacations Proprietary

H I G H L Y   E F F

E C T I V E   C U S T O M E R   E N G A G E M E N T   M O D E L

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© Hilton Grand Vacations Proprietary

Tours (000s)

M A R K E T I N G   C H A N N

E L S

YTD 9/30/16

Marketing Mix

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© Hilton Grand Vacations Proprietary

88% Hilton

Affiliated

Channels

Hilton Hotel

Marketing

8%

Non-Hilton

Affiliate

12%

In House

25%

Direct

Marketing

49%

Club Direct  

6%

H I G H L Y  E F F

E C T I V E  C U S T O M E R  E N G A G E M E N T  M O D E L

Sophisticated

and high-tech

experience for

customers

35

© Hilton Grand Vacations Proprietary

H I G H L Y  E F F

E C T I V E  C U S T O M E R  E N G A G E M E N T  M O D E L

Premium closing

rates, cost effective

model and high

rate of repeat

purchase

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© Hilton Grand Vacations Proprietary

S C A L E   A N D   S T R A T E G I C   D I S T R I B U T I O N   L O C A T I O N S

(1) Japan Population

Source: In-Market Tourist Travel Board

Note: Numbers denote annual visitation

Hawaii 8M

Southern California 34M

New York 58M

Las Vegas 40M

Japan 126M

Myrtle Beach 22M

D.C. 19M

Orlando 63M

37

v

200M+

© Hilton Grand Vacations Proprietary

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N E T   O W N E R   G R O W T H

Member Growth (1999 –

2015)

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© Hilton Grand Vacations Proprietary

Capital-Efficient

Business Model

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© Hilton Grand Vacations Proprietary

C A P I T A L -

E F F

I C I E N T   B U S I N E S S

M O D E L

Inventory Sources

as a Percentage of 2015 Contract Sales ($1,068 million)

Developed

-

VOI inventory sourced

from projects developed by HGV

Just-in-Time

-

VOI inventory sourced

in transactions that are designed to

closely correlate the timing of the

acquisition to the sale

Fee-for-Service

-

VOI inventory HGV

sells and manages on behalf of

third-party developers

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© Hilton Grand Vacations Proprietary

C A P I T A L -

E F F

I C I E N T   B U S I N E S S

M O D E L

HGV Developed Inventory

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Capital:

•

HGV Capital

Revenue Streams:

•

Sales of VOI

•

Financing

•

Club & Resort Management

•

Rental & Ancillary

Margin:

•

vs. JIT -

higher

•

vs. FFS -

higher

Return:

•

vs. JIT -

lower

•

vs. FFS -

lower

© Hilton Grand Vacations Proprietary

C A P I T A L -

E F F

I C I E N T   B U S I N E S S

M O D E L

Just-in-Time Inventory

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Capital:

•

HGV Capital

Revenue Streams:

•

Sales of VOI

•

Financing

•

Club & Resort Management

•

Rental & Ancillary

Margin:

•

vs. Developed -

lower

•

vs. FFS -

higher

Return:

•

vs. Developed -

higher

•

vs. FFS -

lower

© Hilton Grand Vacations Proprietary

C A P I T A L -

E F F

I C I E N T   B U S I N E S S

M O D E L

Fee-for-Service Inventory

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Capital:

•

Third Party Capital

Revenue Streams:

•

Commissions & Brand Fees

•

Club & Resort Management

•

Rental & Ancillary

Margin:

•

vs. Developed -

lower

•

vs. JIT -

lower

Return:

•

vs. Developed -

higher

•

vs. JIT -

higher

© Hilton Grand Vacations Proprietary

H G V   I N V E N T O R Y   S P E N D I N G

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© Hilton Grand Vacations Proprietary

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H G V   I N V E N T O R Y   P O S I T I O N

We have dramatically

increased inventory,

81% capital-efficient

as of 9/30/16

(1) As of September 30, 2016, supply of inventory equaled 5.5+ years of sales up from 2.7 years in 2011

Source: Company 10-Ks, Company presentation

© Hilton Grand Vacations Proprietary

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L

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P

I N V E N T O R Y 

R A P I D L Y 

A N D 

S U P P

O R T 

H I G H E R 

S A L E S

HGV Contract Sales (2011-2015)

(Millions of Dollars)

46

© Hilton Grand Vacations Proprietary

K E Y   D E V E L O P M E N T   P A R T N E R S

(1)

Represents

the

capital

HGV

would

have

spent

if

these

weren’t

Fee-for-Service

projects:

estimated

product

cost

of

25%

applied

to

the

$5B

estimated

gross

volume

Source: Company reports

47

v

$61M

vs.

~$1.3B

© Hilton Grand Vacations Proprietary

1

48

Source: Company 10-Ks, Company presentation

We are the industry leader in fee-for-service

Why HGV?

I

N

D

U

S

T

R

Y

L

E

A

D

I

N

G

F

E

E

-

F

O

R

-

S

E

R

V

I

C

E

I

N

V

E

N

T

O

R

Y

M

O

D

E

L

© Hilton Grand Vacations Proprietary

rd

rd

returns to HGV and 3    party developers

•

Proof of concept

•

Strong brand

•

Leading industry performance

•

Efficient

and

scalable

distribution

model –

attractive

•

Strong

portfolio

of

3

party

developers

with

a 

history of multiple projects

•

3-4 year ramp-up period

Key Investment

Highlights

49

© Hilton Grand Vacations Proprietary

K E Y   I N V E S T M E N T   H I G H L I G H T S

1

Exclusive Long-Term Relationship with Hilton

2

Sophisticated Customer Engagement Model

3

Exceptional Vacation Offerings

4

High-Quality Customers & Strong Net Owner Growth

5

Differentiated, Capital-Efficient Business Model

6

Strong Growth Opportunities

7

Experienced and Execution-Focused Management Team

50

© Hilton Grand Vacations Proprietary

Access to Hilton’s strong commercial engines

E

X

C

L

U

S

I

V

E

L

O

N

G

-

T

E

R

M

R

E

L

A

T

I

O

N

S

H

I

P

W

I

T

H

H

I

L

T

O

N

51

•

Exclusive rights to use the Hilton brand

name in the timeshare space

•

Access to 58 million HHonors

members

•

Industry-leading sales & marketing

platform and continued use of Hilton.com

•

Access to proprietary Hilton data

•

Access to convert HGV Club points to

HHonors

points

•

License fee is 100% variable

Loyalty Program

~58M members

Worldwide Sales

~$10B in annual revenue

Reservations &

Customer Care

+40M interactions per year

Online & Mobile

~570+M site visits per year

Information Technology

Proprietary platform

© Hilton Grand Vacations Proprietary

S O P H I S T I C A T E D   C U S T O M E R   E N G A G E M E N T   M O D E L

89+ Million Qualified Prospects

170+ million Unique Individuals

(proven Hilton affinity)

Contactable

(legal and business rule compliance)

Profile

(wealth score)

Offer

Capable

(income and model)

52

© Hilton Grand Vacations Proprietary

E

X

C

E

P

T

I

O

N

A

L

V

A

C

A

T

I

O

N

O

F

F

E

R

I

N

G

S

TUSCANY RESORT

Orlando, Florida

SUNRISE LODGE Park City, Utah

ELARA

Las Vegas, Nevada

WEST 57

th

STREET New York, New York

53

© Hilton Grand Vacations Proprietary

H I G H -

Q U A L I T Y ,   L O Y A L   C U S T O M E R S

We consider our 265,000 members to be among the highest quality in the industry with:

93%

Homeowners

(Owners as of 9/30/16)

$113,000

Average Household

Income

(Owners as of 9/30/16)

25

Leisure Travel

Days Per Year

54

Baby

Boomers

Millennials

Generation X

(2016 New Owners)

736

Weighted Average

Fico Score¹

(9 months ended 9/30/16)

1.78%

Delinquency Rate

(For Loans Over 30 Days

Past Due Not in Default)

(As of 9/30/16)²

2.84%

Loan Default Rate

(Year ended 12/31/15)

(1) For new loans to U.S. and Canadian borrowers at the time of origination; (2) 2.2% HOA delinquency rate for the year ended

12/31/15

Source: Company analysis

© Hilton Grand Vacations Proprietary

I

N

D

U

S

T

R

Y

-

L

E

A

D

I

N

G

N

E

T

O

W

N

E

R

G

R

O

W

T

H

(1) Reflects 2014-2015 growth in members for Vistana

Signature Experiences and Hyatt Vacation Ownership

Source: Company analysis

55

© Hilton Grand Vacations Proprietary

D

I

F

F

E

R

E

N

T

I

A

T

E

D

,

C

A

P

I

T

A

L

-

E

F

F

I

C

I

E

N

T

B

U

S

I

N

E

S

S

M

O

D

E

L

Source: Company analysis

56

Development Model

VOI Sales Focus

Distribution Model

Ability to Respond

to Market Growth

Traditional

Timeshare Model

Capital Intensive

Majority

Owner Sales

Dispersed/

Smaller Center Model/

Less Efficient

Structurally

Disadvantaged

Less Capital

Intensive

Majority New

Owner Sales

Concentrated Larger

Centers/

Scalable/Efficient

Structurally

Advantaged

© Hilton Grand Vacations Proprietary

I

N

T

E

R

N

A

T

I

O

N

A

L

G

R

O

W

T

H

O

P

P

O

R

T

U

N

I

T

I

E

S

Source: Company reports

57

© Hilton Grand Vacations Proprietary

S

T

R

O

N

G

L

O

N

G

-

T

E

R

M

I

N

D

U

S

T

R

Y

F

U

N

D

A

M

E

N

T

A

L

S

58

Consumer Spending & Employment

Favorable Domestic Tourism Trends

Timeshare Industry to

Recover Peak Levels

Allowing HGV to Outperform

given reduced competition and greater market share

© Hilton Grand Vacations Proprietary

E

X

P

E

R

I

E

N

C

E

D

A

N

D

E

X

E

C

U

T

I

O

N

-

F

O

C

U

S

E

D

M

A

N

A

G

E

M

E

N

T

T

E

A

M

Mark Wang

President and Chief

Executive Officer

James Mikolaichik

Chief Financial Officer

Michael Brown

Chief Operating Officer

59

Stan Soroka

Chief Customer Officer

Barbara Holkamp

Chief Human Resources Officer

Charles Corbin

Chief Legal Officer

© Hilton Grand Vacations Proprietary

B

O

A

R

D

OF

D

I

R

E

C

T

O

R

S

BRENDA J. BACON

President and CEO of Brandywine Senior Living

KENNETH A. CAPLAN

Senior managing director and the global chief

investment officer of Blackstone’s Real Estate

Group, a division of The Blackstone Group

DAVID W. JOHNSON

President

and

CEO

of

Aimbridge

Hospitality

MARK LAZARUS

Chairman of NBC Sports Group 

PAMELA PATSLEY

Executive chairman of MoneyGram International

LEONARD A. POTTER

President and chief investment officer of

Wildcat Capital Management

PAUL W. WHETSELL

President

and

CEO

of

CapStar

Hotel

Company

60

© Hilton Grand Vacations Proprietary

S T R A T E G I C   P R I O R I T I E S

Source: Company reports

61

Grow contract

sales with balanced

mix of new and

existing owners

Grow Vacation Sales

Pursue expansion

opportunities in new

and existing markets

Add urban and

resort locations like

Washington D.C.

and Maui

Grow Our

Member Base

Remain focused on

Net Owner Growth

Leverage Hilton

relationship to target

new, brand-loyal

members

Leverage new and

existing marketing

relationships

Continue to Enhance

Member Experiences

Expand product,

service, and

technology options

for our members

Consistently deliver

quality customer service

and experiences

Leverage Hilton

Worldwide’s rapidly

expanding global

network

Optimize our Sales

Mix of Capital

Efficient Inventory

Target 50/50 sales

mix of owned and

fee-for-service

inventory

Drive premium top line

growth, FCF and ROIC

Expand partner

relationships, pursue

development/

acquisitions

Pursue Opportunistic

Business Ventures

Use innovative

platform and

experience to

create new products

Work with Hilton

Worldwide and Park to

expand our footprint

Pursue third-party

marketing

partnerships and

potential M&A

opportunities

© Hilton Grand Vacations Proprietary

Financial Strengths

JIM MIKOLAICHIK

Chief Financial Officer,

Hilton Grand Vacations

62

© Hilton Grand Vacations Proprietary

K E Y   B U S I N E S S

D R I V E R S

63

Real estate revenues driven by tours and closings

Real estate margin driven by inventory, sales and marketing efficiency

We finance 2/3 of our owned inventory sales and scale and low cost of

funds drives financing margin

Net owner growth focus expands member base

Growing membership base drives resort and club margin

We rent unsold/unused inventory and generate margin after covering

the cost of inventory carry and HGV point conversions

© Hilton Grand Vacations Proprietary

K E Y   B U S I N E S S

D R I V E R S

(1) % of developed contract sales financed (excluding 90-day “same as cash” loans).

64

© Hilton Grand Vacations Proprietary

B U S I N E S S

S

E G M E N T :  R E A L   E S T A T E   S A L E S   A N D   F I N A N C I N G

65

© Hilton Grand Vacations Proprietary

B

U

S

I

N

E

S

S

S

E

G

M

E

N

T

:

R

E

S

O

R

T

O

P

E

R

A

T

I

O

N

S

A

N

D

C

L

U

B

M

A

N

A

G

E

M

E

N

T

66

© Hilton Grand Vacations Proprietary

R E S I L I E N T   B U S I N E S S

M O D E L

© Hilton Grand Vacations Proprietary

67

Contribution to Segment Adjusted EBIDTA

LTM 9/30/16

R E V E N U E , 

A D J U S T E D

E B I T D A   A

N D  

F R E E

C A S H 

F L O W

(1) See appendix for a reconciliation of Adjusted EBITDA and Free Cash Flow.

(2) Free cash flow calculated as cash flow from operations (adjusted for non-cash stock compensation) less non-inventory capex.

Total Revenues

Total Adjusted EBITDA

1

Cumulative Free Cash Flow

1 2

68

© Hilton Grand Vacations Proprietary

69

L

O

N

G

-

T

E

R

M

T

A

R

G

E

T

S

(

3

-

Y

E

A

R

M

O

D

E

L

)

Operating Metrics

•

4 to 6 percent tour flow growth

•

Contract sales growth of 5% to 7%

•

Net owner growth of 6% to 7%

•

Real estate margin 27% to 29%

Financial Statement Metrics

•

Total revenue growth of 5% to 6%

•

G&A 18% to 20% growth rate in 2017; 2018-2019 2% to 3% CAGR

•

Adjusted EBITDA growth of 4% to 6%

•

Adjusted EBITDA margin between 23% and 25%

Capital Structure

•

Inventory spend between $135M to $165M per year

•

Owned inventory balance on hand between 2 and 3 years of owned sales

•

$30M to $40M in annual non-inventory CapEx

•

3-year average free cash flow of approximately $140M -

$150M per year

© Hilton Grand Vacations Proprietary

R

E

V

E

N

U

E

A

N

D

O

P

E

R

A

T

I

N

G

I

N

C

O

M

E

G

R

O

W

T

H

Note: Graphs Show 2019E Range of Outcomes at 5% and 7% Contract Sales CAGR

70

Revenue

Net Income

© Hilton Grand Vacations Proprietary

A D J U S T E D

E B I T D A 

A

N D 

E A R N I N G S

P E R

S H A R E 

G R O W T H

Note: Graphs Show 2019E Range of Outcomes at 5% and 7% Contract Sales CAGR

71

Adjusted EBITDA

Earnings per Share

© Hilton Grand Vacations Proprietary

F

L

E

X

I

B

L

E

C

A

P

I

T

A

L

I

Z

A

T

I

O

N

S

T

R

U

C

T

U

R

E

Note: Financial figures as of 9/30/2016.

•

Total leverage of 1.3x and net leverage of 0.9x

•

Staggered debt maturity schedule with no maturities

for the next 5 years

•

Attractive weighted average cost of debt of 4.82%

•

Adequate liquidity position with approximately $250

million in liquidity (between unrestricted cash and

undrawn revolver capacity)

72

Debt Maturity Schedule

© Hilton Grand Vacations Proprietary

73

O U T L O O

K

Net Income

$160M to $176M

$170M to $186M

Adjusted EBITDA

$383M to $409M

$390M to $415M

Net Cash Provided by

Operating Activities

$151M to $158M

$174M to $191M

Free Cash Flow

$125M to $135M

$140M to $160M

Contract Sales Growth

8% to 9%

5% to 7%

FFS as % of Contract Sales

55% to 57%

52% to 57%

2016

2017

21% -

23%

20% -

22%

20% -

22%

Contract

Sales

Net

Income

Adjusted

EBITDA

Q1 2017E % of FY 2017 Results

© Hilton Grand Vacations Proprietary

H I S T O R I C A L 

A D J U S T E D

E B I T D A 

R E C O N C

I L I A T I O N

(1)

Non-recourse debt interest expense is excluded from the definition of EBITDA as per timeshare industry standard methodology.

74

© Hilton Grand Vacations Proprietary

Year Ended December 31,

Nine months ended Sep. 30,

LTM ended Sep. 30,

2013

2014

2015

2015

2016

2016

Total Revenues

$1,224

$1,317

$1,475

$1,094

$1,168

$1,549

Net income

128

167

174

125

130

179

Non-recourse debt interest expense¹

7

15

13

10

9

12

Recourse debt interest expense

48

36

29

22

20

27

Income tax expense

90

113

118

84

98

132

Depreciation and amortization

16

18

22

16

17

23

EBITDA

$289

$349

$356

$257

$274

$373

Gain on debt extinguishment

(22)

-

-

-

-

-

Other (gain)/loss

-

(5)

-

-

1

1

(Gain)/loss on foreign currency translation

5

2

-

-

(2)

(2)

Share-based compensation expense

22

4

13

11

7

9

Other adjustment items

12

3

4

2

21

23

Adjusted EBITDA

$306

$353

$373

$270

$301

$404

Cash flow from operations

196

213

131

82

116

165

Share-based compensation

22

4

13

11

7

9

Non-inventory capital expenditures

(17)

(17)

(18)

(13)

(21)

(26)

Free Cash Flow

$201

$200

$126

$80

$102

$148

L T M

S A L E S 

A N D

S E G M E N T 

A D J U S T E D 

E B I T D A 

R E C O N C I L I A T I O N

75

© Hilton Grand Vacations Proprietary

Year Ended December 31,

Nine months ended Sep. 30,

LTM ended Sep. 30,

2015

2015

2016

2016

Contract Sales

1,068

794

863

1,137

Fee-for-Service Sales

611

472

514

653

Owned Sales

457

322

349

484

Business Lines

Real Estate

Revenues

Sales of VOIs, net

492

355

359

496

Sales, marketing, brand and other fees

457

352

382

487

Expenses

Cost of VOI sales

(173)

(144)

(110)

(139)

Sales and marketing

(541)

(395)

(443)

(589)

Intersegment Eliminations

(16)

(14)

(16)

(18)

Share-based compensation add-back

2

1

2

3

Contribution to Segment Adjusted EBITDA

221

155

174

240

Financing

Revenues

Financing Revenue

127

95

100

132

Expenses

Financing Expenses

(32)

(24)

(24)

(32)

Consumer financing interest expense

13

10

9

12

Contribution to Segment Adjusted EBITDA

108

81

85

112

Club and Resort Management

Revenues

Club and resort management revenues

125

85

98

138

Expenses

Club and resort management expense

(32)

(23)

(25)

(34)

Intersegment Eliminations

(1)

(1)

(2)

(2)

Share-based compensation add-back

1

1

1

1

Contribution to Segment Adjusted EBITDA

93

62

72

103

Rental and Ancillary

Revenues

Rental and ancillary services revenues

164

125

135

174

Intersegment Eliminations

18

15

18

21

Expenses

Rental and ancillary services expense

(113)

(83)

(86)

(116)

Contribution to Segment Adjusted EBITDA

69

57

67

79

Total Segment Adjusted EBITDA

491

355

398

534

F

O

R

W

A

R

D

-

Y

E

A

R

A

D

J

U

S

T

E

D

E

B

I

T

D

A

R

E

C

O

N

C

I

L

I

A

T

I

O

N

76

(1)

Represents adjustments for one-time public company costs

2016E

2017E

(In millions)

Low Case

High Case

Low

Case

High Case

Contract Sales

8%

9%

5%

7%

FFS as % of

contract sales

55%

57%

52%

57%

Segment adjusted EBITDA

523

543

547

567

G&A

60

54

71

65

License Fee

80

80

86

87

Adjusted EBITDA

383

409

390

415

Share based comp

9

7

16

14

Other items

1

28

28

11

11

EBITDA

346

374

363

390

Non-recourse debt

interest expense

12

12

18

18

Corporate debt interest expense

4

4

27

27

Allocated parent interest expense

29

29

0

0

Depreciation and amortization

23

23

27

27

Income tax

expense

118

130

121

132

Net income

160

176

170

186

Cash flow

from operating activities

151

158

174

191

Share based compensation

9

7

16

14

Non-inventory

capex

(35)

(30)

(50)

(45)

Free cash flow

125

135

140

160

© Hilton Grand Vacations Proprietary

© Hilton Grand Vacations Proprietary