What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2024-02-29 compared with 2023-03-01 · 104 added, 85 removed, 351 unchanged (35% of the section changed)

On January 3, 2017, Hilton Worldwide Holdings Inc.

(“Hilton”) completed a tax-free spin-off of each of HGV and Park Hotels & Resorts Inc.

On January 3, 2017, HGV became an independent publicly traded company as a result of Hilton Worldwide Holdings Inc.'s (“Hilton”) tax-free spin-off of each of HGV and Park Hotels & Resorts Inc.

As a result of the spin-off, HGV became an independent publicly traded company with common stock listed on the New York Stock Exchange under the symbol “HGV.” Following the spin-off, Hilton did not retain any ownership in our company.

In connection with the spinoff, we entered into agreements with Hilton and other third parties, including licenses to use the Hilton Grand Vacations brand.

In connection with the spin-off, we entered into agreements with Hilton and other third parties, including licenses to use the Hilton Grand Vacations brand.

For more information regarding these agreements, see “— Business—Key Agreements with Hilton Worldwide Holdings.

1 unchanged sentence

(“Diamond”), the parent of Diamond Resorts International (the “Diamond Acquisition”), by exchanging 100% of the outstanding equity interests of Diamond for shares of HGV common stock.

Pre-existing HGV shareholders owned approximately 72% of the combined company immediately after giving effect to the Diamond Acquisition, with certain funds controlled by Apollo Global Management Inc.

(“Apollo”) and other minority shareholders, which previously owned 100% of Diamond, holding the remaining approximately 28% at the time the Diamond Acquisition was completed.

The acquired portfolio of resort properties are included in Diamond's single- and multi-use trusts (collectively, the “Diamond Collections” or “Collections”), or are stand-alone 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 (collectively the “Diamond Clubs”), are available for its members to use as vacation destinations.

As a result of the Diamond Acquisition, certain funds controlled by Apollo Global Management Inc.

(“Apollo”) and other minority shareholders, which previously owned 100% of Diamond, held approximately 28% of HGV's common stock at the time the Diamond Acquisition was completed.

On January 17, 2024 (the "Bluegreen Acquisition Date"), we completed the acquisition of Bluegreen Vacations Holding Corporation (the “Bluegreen Acquisition”) in an all-cash transaction, with total consideration of approximately $1.6 billion, inclusive of net debt.

The Bluegreen Acquisition is expected to broaden HGV’s offerings, customer reach and sales locations, creating a premier vacation ownership and experiences company.

We are a global timeshare company engaged in developing, marketing, selling, managing and operating timeshare resorts, timeshare plans and ancillary reservation services, primarily under the Hilton Grand Vacations brand.

Our Company also owns and operates Legacy-Diamond resorts and sales centers that have been acquired through the Diamond Acquisition, which are undergoing rebranding.

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;

selling vacation ownership intervals and vacation ownership interests (collectively, “VOIs” or “VOI”) for us and third parties;

financing and servicing loans provided to consumers for their VOI purchases;

operating resorts and timeshare plans;

and managing both our points-based Hilton Grand Vacations Club and Hilton Club exchange program (collectively the “Legacy-HGV Club”) and the Diamond points-based multi-resort timeshare plans and exchange programs (the “Legacy-Diamond Clubs”).

As of December 31, 2022, we had over 150 properties located in the United States (“U.S.”), Europe, Mexico, the Caribbean, Canada, and Japan.

and managing our clubs and exchange programs.

As of December 31, 2023, we had over 150 properties located in the United States (“U.S.”), Europe, Mexico, the Caribbean, Canada, and Asia.

A significant number of our properties and VOIs are concentrated in Florida, Europe, Hawaii, California, Arizona, Nevada and Virginia.

As of December 31, 2023, we had approximately 529,000 members across our club offerings.

Legacy-HGV Club members have the flexibility to exchange their VOIs for stays at any Hilton Grand Vacations Club resort or any property in the Hilton system of 19 industry-leading brands across approximately 7,000 properties, as well as numerous experiential vacation options, such as cruises and guided tours, or they have the option to exchange their VOI for various other timeshare resorts throughout the world through an external exchange program.

Legacy-Diamond Club members are able to utilize their points across the Diamond resorts, affiliated properties and alternative experiential options.

During 2022, we began offering a new club membership called HGV Max across certain of our sales centers.

For any customer who purchases a VOI, this membership provides the ability to use points across all properties within our network.

The membership provides new destinations for both Legacy-HGV and Legacy-Diamond club owners and broader vacation opportunities for new buyers.

It also combines the best benefits from both Club programs, making Hilton hotel benefits available to Legacy-Diamond Club owners and new travel benefits, Hilton hotel discounts and alternative experiential options available to Legacy-HGV Club owners.

The Legacy-HGV Club, Legacy-Diamond Clubs and HGV Max are collectively referred to as “Clubs”.

Based on the type of Club membership, members have the flexibility to exchange their VOIs for stays at any Hilton Grand Vacations resort, any property in the Hilton system of 22 industry-leading brands across approximately 7,500 properties, or affiliated properties, as well as numerous experiential vacation options, such as cruises and guided tours, or they have the option to exchange their VOI for various other timeshare resorts throughout the world through an external exchange program, including travel services options.

Our compelling VOI product allows customers to advance purchase a lifetime of vacations.

Because our VOI owners generally purchase only the vacation time they intend to use each year, they are able to efficiently split the full cost of owning and maintaining a vacation residence with other owners.

Our customers also benefit from the amenities and service at our Hilton-branded resorts and Diamond resorts.

Our customers also benefit from the amenities and service at our resorts.

Furthermore, our points-based platform offers members tremendous flexibility, enabling us to more effectively adapt to their changing vacation needs over time.

Building on the strength of that platform, we continuously seek new ways to add value to our Legacy-HGV Club membership and Legacy-Diamond Club membership, including enhanced product offerings, greater geographic distribution, broader exchange networks and further technological innovation, all of which drive better, more personalized vacation experiences and guest satisfaction.

Building on the strength of that platform, we continuously seek new ways to add value to our Club memberships, including enhanced product offerings, greater geographic distribution, broader exchange networks and further technological innovation, all of which drive better, more personalized vacation experiences and guest satisfaction.

As innovators in the timeshare business, we enhance our inventory strategy by developing an inventory mix focused on developed properties as well as fee-for-service and just-in-time agreements to sell VOIs on behalf of or acquired from third-party developers.

Bluegreen Acquisition

On January 17, 2024, we completed the Bluegreen Acquisition.

Bluegreen is a leading vacation ownership company that markets and sells VOIs and manages resorts in popular leisure and urban destinations.

Bluegreen’s resort network operates close to 50 Club Resorts (resorts in which owners in the Bluegreen Vacation Club (the “BG Vacation Club”) have the right to control and use most of the units in connection with their VOI ownership) and over 20 Club Associate Resorts (resorts in which owners in the BG Vacation Club have the right to use only a limited number of units in connection with their VOI ownership).

Bluegreen’s Club Resorts and Club Associate Resorts are primarily located in high-volume, “drive-to” vacation locations, including Orlando, Panama City Beach, Las Vegas, the Smoky Mountains, Myrtle Beach, Charleston, the Branson, Missouri area, Nashville and New Orleans, among others.

Through Bluegreen’s points-based system, the approximately 200,000 BG Vacation Club members have the flexibility to stay at units available at any of Bluegreen’s resorts and have access to approximately 11,600 other hotels and resorts through partnerships and exchange networks.

Bluegreen’s sales and marketing platform is currently supported by marketing relationships with nationally recognized consumer brands, such as Bass Pro and Choice Hotels.

Since 2000, Bluegreen has been the official vacation ownership provider for Bass Pro Shops and Cabela’s, among the nation’s leading outdoor retailers, with strong brand equity and loyal customer base.

Bluegreen has a marketing presence in the majority of Bass Pro stores that are located in nearly 200 locations across North America.

Additionally, the joint venture between Bluegreen and Bass Pro includes four high-end wilderness resorts under Big Cedar Lodge brand.

Our Reportable Segments

1 unchanged sentence

(1) real estate sales and financing and (2) resort operations and club management.

For more information regarding our segments, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in Item 7, and Note 22:

Business Segments in our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K.

Our real estate sales and financing segment primarily generates revenue from:

1 unchanged sentence

Under these fee-for-service agreements, we earn commission fees based on a percentage of total interval sales.

See “—Inventory and Development Activities” and “—Marketing and Sales Activities” below for further information.

See “—Inventory and Development Activities” and “—Marketing and Sales Activities” below for additional information.

• Financing —We provide consumer financing, which includes interest income generated from the origination of consumer loans to members to finance their purchase of VOIs owned by us.

We also generate fee revenue from servicing the loans provided by third-party developers to purchasers of their VOIs.

See “—Financing Activities” below for information regarding our consumer financing activities.

See “—Financing Activities” below for additional information regarding our consumer financing activities.

Our resort operations and club management segment primarily generates revenue from:

• Resort Management —Our resort management services primarily consist of operating properties under management agreements for the benefit of homeowners’ associations (“HOA”s) of VOI owners at both our resorts and those developed by third parties.

• Resort Management —Our resort management services primarily consist of operating properties under management agreements for the benefit of homeowners’ associations (“HOAs”) of VOI owners at both our resorts and those developed by third parties.

Our management agreements with HOAs provide for a cost-plus management fee, which means we generally earn a fee equal to 10% to 15% of the costs to operate the applicable resort.

See “—Resort and Club Management Activities” below for information regarding our resort management activities.

See “—Resort and Club Management Activities” below for additional information regarding our resort management activities.

• Club Management —We operate and manage the Clubs and receive annual membership fees as well as incremental fees depending on exchanges and transactions members choose for other vacation products and services within the Club system.

• Rental of Available Inventory —We generate rental revenue from unit rentals of unsold inventory and inventory made available due to ownership exchanges through our Clubs programs.

See “—Resort and Club Management Activities” below for additional information.

• Rental of Available Inventory —We generate rental revenue from unit rentals of unsold inventory and inventory made available due to ownership exchanges through our Club programs.

This allows us to utilize otherwise unoccupied inventory to generate additional revenues.

We also earn fee revenue from the rental of inventory owned by third parties as well as revenue from retail, spa and other outlets at our timeshare properties.

See “—Resort and Club Management Activities” below for further information.

See “—Resort and Club Management Activities” below for additional information.

Other than the United States, there were no countries that individually represented more than 10% of total revenues for the year ended December 31, 2023.

For more information regarding our segments, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in Item 7, and Note 22:

Business Segments in our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K.

Our VOI and Club Products

2 unchanged sentences

Our timeshare properties are relatively concentrated in significant tourist markets, including Florida, Europe, Hawaii, California, Arizona, Nevada and Virginia.

Our primary Legacy-HGV VOI product that we market and sell is fee-simple, deeded in perpetuity and right to use real estate interests, developed either by us or by third parties.

Our deeded VOI product that we market and sell is fee-simple, deeded in perpetuity and right to use real estate interests, developed either by us or by third parties.

This ownership interest is generally equivalent to one week on an annual or biennial basis, at the timeshare resort in which the VOI is located.

Purchasers of a Legacy-HGV VOI also become members of a Legacy-HGV Club which allows the member to exchange their points for a number of vacation options.

Purchasers of a deeded VOI also generally become members of a Club which allows the member to exchange their points for a number of vacation options.

In addition to an annual membership fee, members pay incremental fees depending on exchange or services they choose.

Our primary Legacy-Diamond VOI product, which we acquired in the Diamond Acquisition, that we market and sell is a beneficial interest in one of our Collections, which are represented by an annual or biennial allotment of points that can be utilized for vacations at any of the resorts in that Collection.

In general, purchasers of VOI in a Collection do not acquire a direct ownership interest in the resort properties in the Collection.

Rather, for each Collection, one or more

trustees hold legal title to the deeded fee simple real estate interests or the functional equivalent, or, in some cases, leasehold real estate interests for the benefit of the respective Collection’s association members in accordance with the applicable agreements.

Purchasers of a Legacy-Diamond VOI are also offered the opportunity to become members of a Legacy-Diamond Club through which they can exchange their points for a number of vacation options.

Our trust VOI product, which we acquired in the Diamond Acquisition, that we market and sell is a beneficial interest in one of our Collections, which are represented by an annual or biennial allotment of points that can be utilized for vacations at any of the resorts in that Collection.

In general, purchasers of a VOI in a Collection do not acquire a direct ownership interest in the resort properties in the Collection.

Rather, for each Collection, one or more trustees hold legal title to the deeded fee simple real estate interests or the functional equivalent, or, in some cases, leasehold real estate interests for the benefit of the respective Collection’s association members in accordance with the applicable agreements.

Purchasers of a trust VOI are offered the opportunity to become members of a Club through which they can exchange their points for a number of vacation options.

In addition to an annual membership fee, members pay transaction fees depending upon the exchange or service options they choose.

Persons who become members of the Legacy-HGV Club or Legacy-Diamond’s The Club through the purchase of a qualifying VOI from an authorized HGV sales center become HGV Max members in their respective Club through which such members have access to more properties in more destinations and discounts across the Hilton portfolio of hotels and resorts.

Specifically, along with other benefits, HGV Max members of a Legacy-HGV Club have access to resorts available in The Club.

Likewise, HGV Max members of The Club have access to resorts available within the Legacy-HGV Club.

Our club membership offering is HGV Max.

For any customer who purchases a VOI, this membership provides the ability to use points across all properties within our network.

The membership provides new destinations for existing club owners, broader vacation opportunities for new buyers, and discounts across the Hilton portfolio of hotels and resorts.

Prior to the offering of HGV Max, purchasers of deeded and trust VOI products generally became members of Hilton Grand Vacations Club and Hilton Club exchange programs and Diamond points-based multi-resort timeshare clubs.

Our club memberships, including HGV Max, are collectively referred to as “Clubs”.

As of December 31, 2023, we had approximately 529,000 members across our various club offerings.

8 unchanged sentences

We also source VOIs through fee-for-service agreements with third-party developers.

These agreements enable us to generate fees from the marketing and sale of Hilton-branded VOIs and Legacy-HGV Club memberships and from the management of the timeshare properties without requiring us to fund up-front acquisition and construction costs or incur unsold inventory maintenance costs.

These agreements enable us to generate fees from the marketing and sale of VOIs and Club memberships and from the management of the timeshare properties without requiring us to fund up-front acquisition and construction costs or incur unsold inventory maintenance costs.

The capital investment we make in connection with these projects is typically limited to the cost of constructing our on-site sales centers.

3 unchanged sentences

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 $11 billion at current pricing.

Capital-efficient arrangements represent approximately 39% of that supply.

Capital-efficient arrangements

represent approximately 35% of that supply.

Our fee-for-service sales generally improve returns on invested capital and liquidity, while sales of owned inventory, including just-in-time inventory, typically result in a greater contribution to the profitability of our real estate sales and financing segment.

9 unchanged sentences

We use targeted direct marketing to reach potential members who are identified as having the financial ability to pay for our products, are frequent leisure travelers and have an affinity with our brands.

Tour flow quality impacts key metrics such as close rate and VPG, defined in “Key Business and Financial Metrics and Terms Used by Management—Real Estate Sales Metrics.” Additionally, the quality of tour flows impacts sales revenue and the collectability of our timeshare financing receivables.

For the year ended December 31, 2022, 71% of our contract sales were to our existing owners.

Tour flow quality impacts key metrics such as close rate and VPG, defined in “Key Business and Financial Metrics—Real Estate Sales Operating Metrics.” Additionally, the quality of tour flows impacts sales revenue and the collectability of our timeshare financing receivables.

For the year ended December 31, 2023, 70% of our contract sales were to our existing owners, compared to 71% for the year ended December 31, 2022.

We sell our vacation ownership products 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.

Our products are currently marketed for sale throughout the United States, Mexico, Canada, Europe and Asia.

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 50 sales distribution centers in various domestic and international locations.

A phased rebranding of the Legacy-Diamond acquired sales centers began in late 2021.

We have over 60 sales distribution centers in various domestic and international locations.

Our sales tours are designed to provide potential members with an overview of our company and our products, as well as a customized presentation to explain how our products can meet their vacationing needs.

19 unchanged sentences

In underwriting each loan, we obtain a credit application and a minimum down payment of 10% of the purchase price on the majority of sales of VOIs.

and Canadian purchasers seeking financing, which represented approximately 90% of the individuals we provided financing to over the last three years, we apply the credit evaluation score methodology developed by the Fair Isaac Corporation (“FICO”) to credit files compiled and maintained by Experian and Equifax.

and Canadian purchasers seeking financing, which represented

approximately 85% of the individuals we provided financing to over the last three years, we apply the credit evaluation score methodology developed by the Fair Isaac Corporation (“FICO”) to credit files compiled and maintained by Experian and Equifax.

Higher credit scores equate to lower collection risk and lower credit scores equate to higher collection risk.

6 unchanged sentences

Our underwriting standards have resulted in a strong, well-seasoned consumer loan portfolio.

As of December 31, 2022, our entire portfolio consists of originated loans and loans that were acquired as part of the Diamond Acquisition, which are referred to as acquired loans.

As of December 31, 2023, our entire portfolio consists of originated loans and loans that were acquired as part of the Diamond Acquisition and the Grand Islander Acquisition, which are referred to as acquired loans.

As of December 31, 2023, the entire portfolio had a gross balance of approximately $2,861 million derived from approximately 120,000 loans.

18 unchanged sentences

Each of the HOAs are governed by a board of directors comprised of owner or developer representatives that are charged with ensuring that the resorts are well-maintained and financially stable.

Our services include day-to-day operations of the resorts, maintenance of the resorts, preparation of books and financial records including, reports, budgets and projections, arranging for annual audits and maintenance fee billing and collections and personal employment training and oversight.

Our HOA management agreements provide for a cost-plus management fee, which means we generally earn a fee between 10% and 15% of the costs to operate the applicable resort.

4 unchanged sentences

The agreements generally are subject to automatic renewal for one- to three-year periods unless either party provides advance notice of termination before the expiration of the term.

Since our inception, none of the management agreements relating to our developed or fee-for-service properties have been terminated or lapsed, including management agreements obtained as part of the Diamond Acquisition.

To fund resort operations, owners are assessed an annual maintenance fee, which includes our management fee.

In 2023, HOAs collected approximately $1,092 million in maintenance fees, including our applicable management fees, which is net of our contributions to the HOAs for unsold VOIs that we own.

Because these funds are collected early in the year, we have substantial visibility of collection.

Because these funds are generally collected early in the year, we have substantial visibility of collection.

These fees represent each owner’s allocable share of the management fee and the costs of operating and maintaining the resorts, which generally includes personnel, property taxes, insurance, a capital asset reserve to fund refurbishment and other related costs.

If a VOI owner defaults on payment of its maintenance fees and there is no lien against the mortgage note or contract, the HOA has the right to recover the defaulting owner’s VOI.

If a VOI owner defaults on payment of its

maintenance fees and there is no lien against the mortgage note or contract, the HOA has the right to recover the defaulting owner’s VOI.

As a service to HOAs at certain owned resorts, subject to our inventory needs, we have the ability to reduce the bad debt expense at the HOAs by assuming the defaulted owner’s obligations in exchange for an agreed purchase price.

11 unchanged sentences

Rental of Available Inventory

We rent unsold VOI inventory, third-party inventory and inventory made available due to ownership exchanges through our Clubs programs.

By using our websites, Hilton’s websites and other direct booking channels to rent available inventory, we are able to reach potential new members that may already have an affinity for and loyalty to the Hilton brands and introduce them to our products.

We rent unsold VOI inventory, third-party inventory and inventory made available due to ownership exchanges through our Club programs.

Inventory rentals allow us to utilize otherwise unoccupied inventory to generate additional revenues and provision of ancillary services.

7 unchanged sentences

There is also significant competition for talent at all levels within the industry, in particular for sales and management.

Our primary competitors in the timeshare space include Marriott Vacations Worldwide, Travel + Leisure Co., Disney Vacation Club, Holiday Inn Club Vacations, Westgate Resorts and Bluegreen Vacations.

Our primary competitors in the timeshare space include Marriott Vacations Worldwide, Travel + Leisure Co., Disney Vacation Club, Holiday Inn Club Vacations, Westgate Resorts and Bluegreen Vacations, which we acquired on January 17, 2024.

In addition, our timeshare business competes with other entities engaged in the leisure and vacation industry, including resorts, hotels, cruises and other accommodation alternatives, such as condominium and single-family home rentals.

37 unchanged sentences

In addition, many jurisdictions, including many jurisdictions in the United States, Canada and Mexico, require that we file detailed registration or offering statements with regulatory authorities disclosing information regarding our VOIs, such as information concerning the intervals being offered, the project, resort or program to which the intervals relate, applicable timeshare plans, evidence of title, details regarding our business, the purchaser’s rights and obligations with respect to such intervals, and a description of the manner in which we intend to offer and advertise such intervals.

When we sell VOIs, including non-U.S.

When we sell VOIs, including in non-U.S.

jurisdictions such as Mexico and Canada, local law grants the purchaser of a VOI the right to cancel a purchase contract during a specified rescission period following the later of the date the contract was signed or the date the purchaser received the last of the documents required to be provided by us.

1 unchanged sentence

These measures have significantly increased the costs associated with telemarketing, in particular with respect to telemarketing to mobile numbers.

While we continue to be subject to telemarketing risks and potential liability, we believe that our exposure to adverse effects from telemarketing legislation and enforcement is mitigated in some instances by the use of permission-based marketing in which we obtain permission to contact prospective purchasers in the future.

We have also implemented procedures to comply with federal and state “do not call” regulations including subscribing to the federal do not call registry and certain state “do not call” registries as well as maintaining an internal “do not call” list.

1 unchanged sentence

Our lending and related activities are subject to a number of laws and regulations including those of applicable supervisory agencies such as, in the United States, the Consumer Financial Protection Bureau, the FTC, and the Financial Crimes Enforcement Network, and, in the case of our international operations, the Financial Conduct Authority (in the United Kingdom) and other similar or equivalent agencies in other countries and regions in which we operate.

These laws and regulations, some of which contain exceptions applicable to the timeshare industry, may include, among others, the Real Estate Settlement Procedures Act and Regulation X, the Truth In Lending Act and Regulation Z, the Federal Trade Commission Act, the Equal Credit Opportunity Act and Regulation B, the Fair Credit Reporting Act, the Fair Housing Act and implementing regulations, the Fair Debt Collection Practices Act, the Electronic Funds Transfer Act and Regulation E, unfair, deceptive or abusive acts or practices regulations and the Credit Practices rules, the USA PATRIOT Act, the Right to Financial Privacy Act, the Gramm-Leach-Bliley Act, the Servicemember’s Civil Relief Act and the Bank Secrecy Act.

These laws and regulations, some of which contain exceptions applicable to the timeshare industry, may include, among others, the Real Estate Settlement Procedures Act and Regulation X, the Truth In Lending Act and Regulation Z, the Federal Trade Commission Act, the Equal Credit Opportunity Act and Regulation B, the Fair Credit Reporting Act, the Fair Housing Act and implementing regulations, the Fair Debt Collection Practices Act, the Electronic Funds Transfer Act and Regulation E, unfair, deceptive or abusive acts or practices regulations and the Credit Practices rules, the USA PATRIOT Act, the Right to Financial Privacy Act, the Gramm-Leach-Bliley Act, the Service member’s Civil Relief Act and the Bank Secrecy Act.

Our lending and related activities are also subject to the laws and regulations of other jurisdictions, including, among others, laws and regulations related to consumer loans, retail installment contracts, mortgage lending, fair debt collection and credit reporting practices, loan servicing, consumer debt collection practices, mortgage disclosure, lender or mortgage loan originator licensing and registration and anti-money laundering.

33 unchanged sentences

In addition, we believe that multiple perspectives generate better solutions and relatability with our diverse base of customers and consumers.

strive to ensure a common inclusion that we believe is reflected in our programs and initiatives, and we regularly seek team member feedback through our monthly pulse-checks, our annual engagement survey and ongoing discussions with our TMRG’s.

We strive to ensure a common inclusion that we believe is reflected in our programs and initiatives, and we regularly seek team member feedback through our monthly pulse-checks, our annual engagement survey and ongoing discussions with our TMRG’s.

Through a variety of delivery methods, we offer over 390 training and development courses to all of our team members focused on a variety of core competencies, including:

6 unchanged sentences

Key Agreements with Hilton Worldwide Holdings

On January 3, 2017, in connection with the completion of the spin-off, each of us, Hilton and Park Hotels & Resorts Inc.

became a separate and independently traded company.

In connection with the spin-off, we entered into various agreements with Hilton and Park.

On January 3, 2017, in connection with the completion of the spin-off, we entered into various agreements with Hilton.

Certain of such agreements have been fully performed.

6 unchanged sentences

While the license agreement permits us to operate certain businesses that do not conflict with Hilton’s business, including non-Hilton branded vacation ownership business, we are not permitted to use any Hilton IP or Hilton Data for such non-Hilton branded portions of our businesses without Hilton’s prior consent.

In March 2021, in connection with entering into a definitive agreement to complete, and in anticipation of consummating, the Diamond Acquisition, we amended and restated the license agreement to account for integrating the Diamond business and properties.

In April 2022, we and Hilton further amended the license agreement to define, among other things, (a) a 5-year plan for rebranding and integrating a majority of the Diamond properties into our branded properties, along with minimum room conversion requirements, (b) converting all of the Diamond sales centers into our branded sales centers, and (c) the new licensed marks, “HGV Max” and “Hilton Vacation Club” (which new licensed marks are part of the Hilton Marks).

In March 2021, in connection with entering into a definitive agreement for the Diamond Acquisition, we and Hilton amended and restated the license agreement (which we refer to hereinafter, as amended, as the “License Agreement”) to account for integrating the Diamond business and properties.

In April 2022, we and Hilton entered into the first amendment to the License Agreement (the “First Amendment”) to define, among other things, (a) a 5-year plan for rebranding and integrating a majority of the Diamond properties into our branded properties, along with minimum room conversion requirements, (b) converting all of the Diamond sales centers into our branded sales centers, and (c) the new licensed marks, “HGV Max” and “Hilton Vacation Club” (which new licensed marks are part of the Hilton Marks).

In November 2023, in connection with entering into a definitive agreement to complete, and in anticipation of consummating, the Bluegreen Acquisition, we and Hilton entered into the second amendment to the License Agreement (the “Second Amendment”) to provide certain terms for the integration of the properties, assets and business of Bluegreen into our business following the expected completion of the merger.

In connection with the January 2024 closing of the Bluegreen Acquisition, we and Hilton entered into the third amendment to the License Agreement (the “Third Amendment”) that addresses our assumption of certain of Bluegreen’s strategic relationships, including its relationship with Choice Hotels International, Inc.

(“Choice”), as more fully described below, and pursuant to which we committed to a schedule for rebranding and converting certain of Bluegreen’s properties and sales centers.

Initial Term and Renewal Terms

2 unchanged sentences

Subject to certain exceptions, Hilton is not permitted to compete or use the Hilton IP or Hilton Data in the vacation ownership business (or license others to do so), and we generally have the exclusive right to use the Hilton IP and Hilton Data for our vacation ownership business (subject to certain limited exceptions) until December 31, 2051.

applicable revenue target, by making a payment equal to 5% of the difference between certain revenue actually achieved and the applicable certain revenue target to cover such shortfall.

Such “exclusivity” and “non-competition” period may be extended for additional 10-year terms if we achieve certain revenue targets in the last year of the exclusivity term or any subsequent renewal term, as applicable, or, if we do not achieve such applicable revenue target, by making a payment equal to 5% of the difference between revenue actually achieved and the applicable revenue target to cover such shortfall.

Our ability to elect to make such additional payment to cover any shortfall is subject to a maximum of five payments during the renewal terms.

In addition, in connection with the Bluegreen Acquisition, we agreed to the establishment of a minimum percentage of revenue that is required to be derived from the Hilton licensed business to maintain continued exclusivity.

License Fee and Other Fees

8 unchanged sentences

The License Agreement also provides for a reduced license fee, ranging from 0% to 1.5%, over the initial five (5) years following the closing of the Diamond Acquisition for certain property level revenues (such as retail, food and beverage and transient rental at properties operating under the new Hilton Vacations Club brand) related to Diamond properties that are converted into our branded properties and become part of the Licensed Business.

Pending the rebranding, and so long as they remain non-Hilton licensed branded properties, the Diamond properties are required to be operated as a separate operation in accordance with the license agreement.

As discussed above, we are not permitted to use any Hilton IP or Hilton Data for such non-Hilton branded properties, and, accordingly, no license fees are owed to Hilton in connection with revenues associated with such properties and unbranded operations.

In connection with the integration of the Bluegreen business, pursuant to the Second Amendment, we will pay Hilton a gradual ramp up of the license fee for the initial four (4) years following the completion of the transaction with respect to sales at converted Bluegreen sales facilities sourced by or through Bluegreen’s existing lead generation sources or to those who are already members of HGV Max or a branded loyalty program, as well as various property-level

revenues associated with the Bluegreen business (such as management fees and HOA expense reimbursements) (collectively, the "Bluegreen Related License Fees").

In connection with the Third Amendment, we have agreed to obtain certain amendments to the Choice agreements by December 31, 2024 to enable us to rebrand the Bluegreen properties and sales centers in accordance with a rebranding schedule.

Further, pursuant to the Third Amendment, we have agreed to pay Hilton minimum Bluegreen Related License Fees for each of the years 2024 and 2025.

In the event we are unable to obtain the amendments described above by December 31, 2024, we have agreed to continue to pay to Hilton minimum Bluegreen Related License Fees in years 2026 through 2029.

Pending the rebranding, and so long as they remain non-Hilton licensed branded properties, the Diamond properties and Bluegreen properties are required to be operated as separate operations in accordance with the License Agreement.

As discussed above, we are not permitted to use any Hilton IP or Hilton Data for such non-Hilton branded properties, and, accordingly, no license fees are generally owed to Hilton in connection with revenues associated with such properties and unbranded operations, except as may be required pursuant to the Second Amendment and the Third Amendment.

The License Agreement sets forth specific parameters and requirements for any separation operations, including, without limitation, requirements for separate sales centers and personnel for sales related to such non-Hilton branded properties and operating such properties in completely separate physical locations as our Hilton-branded properties, subject to certain limited exceptions.

For the years ended December 31, 2023, 2022 and 2021, we incurred license fee expense of $138 million, $124 million, and $80 million, respectively.

None of these license fees reflect the integration of Bluegreen, which closed on January 17, 2024.

During the term of the License Agreement, we are required to participate in Hilton’s loyalty program, currently known as the Hilton Honors program.

7 unchanged sentences

Additional Properties or Projects

We are required to comply with the Hilton brand standards applicable to the Licensed Business (which includes any part of the Diamond business that becomes part of the Licensed Business).

The conversion of any Diamond property into our branded property is subject to an approval process by Hilton.

In addition, the Diamond properties rebranding and conversions are subject to an additional fire and life safety review process by Hilton.

We are required to comply with the Hilton brand standards applicable to the Licensed Business (which includes any part of the Diamond business or Bluegreen business that becomes part of the Licensed Business).

The conversion of any Diamond property or Bluegreen property into our branded property is subject to an approval process by Hilton.

In addition, the Diamond and Bluegreen properties rebranding and conversions are subject to an additional fire and life safety review process by Hilton.

Hilton also has the right to enter our vacation ownership properties at any time without notice and additional permission from us in order to verify that we are complying with the License Agreement and Hilton’s standards and guidelines.

11 unchanged sentences

or (iii) be acquired or combined with any entity other than an affiliate.

However, we may acquire control of a business that is not a vacation ownership business or a lodging business without Hilton’s consent, but we are required to operate such business as a “separate operation” that does not use the Hilton IP or Hilton Data unless Hilton consents to such use.

As previously noted, under the license agreement, we are required to operate the Diamond business as a separate operation, pending the conversion of any Diamond properties to our branded property in accordance with the rebrand plan, which must be approved by Hilton.

As previously disclosed, we obtained Hilton's consent under the license agreement for the Diamond Acquisition.

However, we may acquire control of a business that is not a vacation ownership business or a

lodging business without Hilton’s consent, but we are required to operate such business as a “separate operation” that does not use the Hilton IP or Hilton Data unless Hilton consents to such use.

As previously noted, under the License Agreement, we are required to operate the Diamond business and the Bluegreen business as separate operations.

We have established with Hilton rebrand plans for various Diamond properties and Bluegreen properties.

Any conversion of properties must be approved by Hilton.

As previously disclosed, we obtained Hilton's consent under the License Agreement for the Diamond Acquisition and the Bluegreen Acquisition.

Without Hilton’s prior consent, we may not assign our rights under the License Agreement, except to one of our affiliates as part of an internal reorganization for tax or administrative purposes.

Other Restrictions

The license agreement imposes various other restrictions and requirements that pertain to, without limitation, co-sponsoring credit cards and other payment alternatives, engaging in any lodging business, confidentiality and data security, and strict maintenance of, and compliance with, separation operations that do not use any of Hilton IP or Hilton Data.

The License Agreement imposes various other restrictions and requirements that pertain to, without limitation, co-sponsoring credit cards and other payment alternatives, engaging in any lodging business, confidentiality and data security, and strict maintenance of, and compliance with, separation of operations that do not use any of Hilton IP or Hilton Data.

Termination Rights;

7 unchanged sentences

or (vii) we assign the agreement to a non-affiliate without Hilton’s consent.

Under the license agreement, our right to use the Hilton Marks as a trade, corporate, d/b/a or similar name will automatically terminate if:

(i) the aggregate number of units of accommodation in our Licensed Business falls below two-thirds of the total number of units of accommodation in our entire vacation ownership business;

In addition, if we are unable to obtain certain amendments to the Choice agreements by December 31, 2024, in addition to the minimum license fees payable from 2026 through 2029, Hilton has reserved various rights and remedies available to it under the License Agreement , including, without limitation, its right to terminate our exclusive rights to use the licensed marks in connection with a vacation ownership business and to engage in vacation ownership under any Hilton marks.

See “Item 1A .

Risk-Factors—Risks Related to the Integration of Bluegreen— We may not be able to integrate successfully and many of the anticipated benefits of combining us and Bluegreen may not be realized.”

Our right to use the Hilton Marks as a trade, corporate, d/b/a or similar name under the License Agreement will automatically terminate if:

(i) the aggregate number of units of accommodation in our Licensed Business falls below two-thirds of the total number of units of accommodation in our entire vacation ownership business (subject to certain limited exceptions related to the integration periods for the Diamond Acquisition and Bluegreen Acquisition);

(ii) we merge with or acquire control of the assets of certain Hilton competitors and we or they use their brands in any business after such acquisition;

11 unchanged sentences

or (ii) claims based on any security breach of our systems and/or unauthorized use or disclosure of Hilton Data.

This summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated License Agreement, which was filed as Exhibit 10.2 to HGV’s Current Report on Form 8-K filed with the SEC on March 11, 2021, and the First Amendment to Amended and Restated License Agreement, which was filed as Exhibit 10.1 to HGV’s Current Report on Form 8-K filed with the SEC on April 7, 2022.

Additionally, we reaffirmed our indemnification obligations and agreed to certain expense reimbursement provisions in connection with the Third Amendment for third-party claims that may arise out of the Bluegreen Acquisition.

This summary does not purport to be complete and is qualified in its entirety by reference to the full text of the License Agreement, the First Amendment, and the Second Amendment, which are filed as Exhibits 10.2(a), 10.2(b) and 10.2(c), respectively, to this Annual Report on Form 10-K, and the Third Amendment, which is filed as Exhibit 10.2 of the Current Report on Form 8-K filed on January 17, 2024.

Distribution Agreement

6 unchanged sentences

The Distribution Agreement also provides for cross-indemnities that, except as otherwise provided in the Distribution Agreement, are principally designed to place financial responsibility for the obligations and liabilities of each business with the appropriate company.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Distribution Agreement, which was filed as Exhibit 2.1 to HGV’s Current Report on Form 8-K filed with the SEC on January 4, 2017.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Distribution Agreement, which is filed as Exhibit 2.1 to this Annual Report on Form 10-K.

Tax Matters Agreement

10 unchanged sentences

In addition, to the extent that any taxes that may be imposed on the Hilton consolidated group for the taxable periods prior to the spin-offs relates to our timeshare business, we would be liable for the full amount under the Tax Matters Agreement.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Tax Matters Agreement, which was filed as Exhibit 10.2 to HGV’s Current Report on Form 8-K filed with the SEC on January 4, 2017.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Tax Matters Agreement, which is filed as Exhibit 10.1 to this Annual Report on Form 10-K.

Stockholders Agreement with Apollo

3 unchanged sentences

Under the stockholders agreement, the Apollo Investors have the right to designate two individuals (the “Apollo Designees”) to serve on the Company’s board of directors, out of a total of nine directors.

agreement) retain 23,935,707 of the aggregate number of shares of our common stock that the Apollo Investors received in the Diamond Acquisition (such shares, the “Apollo Closing Shares”).

If our Board increases its size, for every three additional directors added, the Apollo Investors have the right to appoint the third such director so long as the Apollo Investors (or their affiliates who have executed a joinder agreement to become party to the stockholders agreement) retain 23,935,707 of the aggregate number of shares of our common stock that the Apollo Investors received in the Diamond Acquisition (such shares, the “Apollo Closing Shares”).

The Apollo Investors’ right to designate members of the board of directors will step down as their ownership decreases, as follows:

1 unchanged sentence

and (b) ownership below 11,967,853 of the Apollo Closing Shares, the second Apollo Designee will be required to resign, and the Apollo Investors will no longer be entitled to any representation on our Board.

The Apollo Investors are not permitted to “buy back” into the right to designate any Apollo Designees to our Board by acquiring shares of our common stock in the future.

The Apollo Investors are

not permitted to “buy back” into the right to designate any Apollo Designees to our Board by acquiring shares of our common stock in the future.

Transfer Restrictions

14 unchanged sentences

The Apollo Investors have limited preemptive rights on certain future equity issuances by us, subject to customary carve-outs and limitations, so long as the Apollo Investors own at least 11,967,853 shares of the Apollo Closing Shares.

The stockholders agreement will terminate when the Apollo Investors no longer own at least 5,983,927 of the Apollo Closing Shares;

The stockholder's agreement will terminate when the Apollo Investors no longer own at least 5,983,927 of the Apollo Closing Shares;

provided, that certain provisions have different termination dates.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the stockholders agreement, which was filed as Exhibit 10.1 to HGV’s Current Report on Form 8-K filed with the SEC on August 3, 2021.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the stockholder's agreement, which was filed as Exhibit 10.1 to HGV’s Current Report on Form 8-K filed with the SEC on August 3, 2021.

Where You Can Find More Information

4 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business