Hilton Grand Vacations Inc. 10-Q

Item 1. Financial Statements HILTON GRAND VACATIONS INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in millions, except share and per share data) March 31, 2024 December 31, 2023 (unaudited) ASSETS Cash and cash equivalents $ 355 $ 589 Restricted cash 323 296 Accounts receivable, net 515 507 Timeshare financing receivables, net 3,030 2,113 Inventory 1,805 1,400 Property and equipment, net 953 758 Operating lease right-of-use assets, net 85 61 Investments in unconsolidated affiliates 78 71 Goodwill 1,943 1,418 Intangible assets, net 1,927 1,158 Other assets 650 314 TOTAL ASSETS (variable interest entities - $ 1,568 and $ 1,459 ) $ 11,664 $ 8,685 LIABILITIES AND EQUITY Accounts payable, accrued expenses and other $ 1,176 $ 952 Advanced deposits 181 179 Debt, net 5,144 3,049 Non-recourse debt, net 1,534 1,466 Operating lease liabilities 103 78 Deferred revenue 382 215 Deferred income tax liabilities 980 631 Total liabilities (variable interest entities - $ 1,521 and $ 1,472 ) 9,500 6,570 Commitments and contingencies - see Note 18 Equity: Preferred stock, $ 0.01 par value; 300,000,000 authorized shares, none issued or outstanding as of March 31, 2024 and December 31, 2023 — — Common stock, $ 0.01 par value; 3,000,000,000 authorized shares, 104,760,243 shares issued and outstanding as of March 31, 2024 and 105,961,160 shares issued and outstanding as of December 31, 2023 1 1 Additional paid-in capital 1,467 1,504 Accumulated retained earnings 521 593 Accumulated other comprehensive income 15 17 Total stockholders equity 2,004 2,115 Noncontrolling interest 160 — Total equity 2,164 2,115 TOTAL LIABILITIES AND EQUITY $ 11,664 $ 8,685 See notes to unaudited condensed consolidated financial statements. 1 Table of Contents . HILTON GRAND VACATIONS INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (in millions, except per share data) Three Months Ended March 31, 2024 2023 Revenues Sales of VOIs, net $ 438 $ 318 Sales, marketing, brand and other fees 145 158 Financing 104 74 Resort and club management 166 131 Rental and ancillary services 181 158 Cost reimbursements 122 95 Total revenues 1,156 934 Expenses Cost of VOI sales 48 50 Sales and marketing 401 301 Financing 39 24 Resort and club management 54 42 Rental and ancillary services 173 152 General and administrative 45 42 Acquisition and integration-related expense 109 17 Depreciation and amortization 62 51 License fee expense 35 30 Impairment expense 2 — Cost reimbursements 122 95 Total operating expenses 1,090 804 Interest expense ( 79 ) ( 44 ) Equity in earnings from unconsolidated affiliates 5 3 Other (loss) gain, net ( 5 ) 1 (Loss) income before income taxes ( 13 ) 90 Income tax benefit (expense) 11 ( 17 ) Net (loss) income ( 2 ) 73 Net income attributable to noncontrolling interest 2 — Net (loss) income attributable to stockholders $ ( 4 ) $ 73 (Loss) earnings per share: Basic $ ( 0.04 ) $ 0.65 Diluted $ ( 0.04 ) $ 0.64 See notes to unaudited condensed consolidated financial statements. 2 Table of Contents . HILTON GRAND VACATIONS INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) (in millions) Three Months Ended March 31, 2024 2023 Net (loss) income $ ( 2 ) $ 73 Derivative instrument adjustments, net of tax 4 ( 10 ) Foreign currency translation adjustments ( 6 ) — Other comprehensive loss, net of tax ( 2 ) ( 10 ) Comprehensive income attributable to noncontrolling interest 2 — Comprehensive (loss) income attributable to stockholders $ ( 6 ) $ 63 See notes to unaudited condensed consolidated financial statements. 3 Table of Contents . HILTON GRAND VACATIONS INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (in millions) Three Months Ended March 31, 2024 2023 Operating Activities Net (loss) income $ ( 2 ) $ 73 Adjustments to reconcile net (loss) income to net cash provided by operating activities: Depreciation and amortization 62 51 Amortization of deferred financing costs, acquisition premiums and other 25 7 Provision for financing receivables losses 64 30 Impairment expense 2 — Other loss (gain), net 5 ( 1 ) Share-based compensation 9 10 Equity in earnings from unconsolidated affiliates ( 5 ) ( 3 ) Net changes in assets and liabilities, net of effects of acquisitions: Accounts receivable, net 24 8 Timeshare financing receivables, net ( 78 ) ( 24 ) Inventory ( 25 ) ( 101 ) Purchases and development of real estate for future conversion to inventory ( 33 ) ( 2 ) Other assets ( 245 ) ( 244 ) Accounts payable, accrued expenses and other 88 84 Advanced deposits — 24 Deferred revenue 109 114 Net cash provided by operating activities — 26 Investing Activities Acquisitions, net of cash, cash equivalents and restricted cash acquired ( 1,454 ) — Capital expenditures for property and equipment (excluding inventory) ( 10 ) ( 5 ) Software capitalization costs ( 9 ) ( 6 ) Net cash used in investing activities ( 1,473 ) ( 11 ) Financing Activities Proceeds from debt 2,060 438 Proceeds from non-recourse debt 290 175 Repayment of debt ( 108 ) ( 153 ) Repayment of non-recourse debt ( 816 ) ( 182 ) Debt issuance costs ( 39 ) — Repurchase and retirement of common stock ( 99 ) ( 85 ) Payment of withholding taxes on vesting of restricted stock units ( 21 ) ( 14 ) Proceeds from stock option exercises 6 5 Other ( 1 ) ( 1 ) Net cash provided by financing activities 1,272 183 Effect of changes in exchange rates on cash, cash equivalents & restricted cash ( 6 ) ( 1 ) Net (decrease) increase in cash, cash equivalents and restricted cash ( 207 ) 197 Cash, cash equivalents and restricted cash, beginning of period 885 555 Cash, cash equivalents and restricted cash, end of period 678 752 Less: Restricted cash 323 363 Cash and cash equivalents $ 355 $ 389 See notes to unaudited condensed consolidated financial statements. 4 Table of Contents . HILTON GRAND VACATIONS INC. CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED) (in millions) Common Stock Additional Paid-in Capital Accumulated Retained Earnings Accumulated Other Comprehensive Income Noncontrolling Interest Total Equity Shares Amount Balance as of December 31, 2023 106 $ 1 $ 1,504 $ 593 $ 17 — $ 2,115 Acquisition of third party equity interest in consolidated entity — — — — — 158 158 Net (loss) income — — — ( 4 ) — 2 ( 2 ) Activity related to share-based compensation 1 — ( 4 ) — — — ( 4 ) Foreign currency translation adjustments — — — — ( 6 ) — ( 6 ) Derivative instrument adjustments, net of tax — — — — 4 — 4 Repurchase and retirement of common stock ( 2 ) — ( 33 ) ( 68 ) — — ( 101 ) Balance as of March 31, 2024 105 $ 1 $ 1,467 $ 521 $ 15 $ 160 $ 2,164 Common Stock Additional Paid-in Capital Accumulated Retained Earnings Accumulated Other Comprehensive Income Noncontrolling Interest Total Equity Shares Amount Balance as of December 31, 2022 113 $ 1 $ 1,582 $ 529 $ 39 $ — $ 2,151 Net income — — — 73 — — 73 Activity related to share-based compensation 1 — 3 — — — 3 Derivative instrument adjustments, net of tax — — — — ( 10 ) — ( 10 ) Repurchase and retirement of common stock ( 2 ) — ( 26 ) ( 59 ) — — ( 85 ) Balance as of March 31, 2023 112 $ 1 $ 1,559 $ 543 $ 29 $ — $ 2,132 See notes to unaudited condensed consolidated financial statements. 5 Table of Contents . HILTON GRAND VACATIONS INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1: ORGANIZATION AND BASIS OF PRESENTATION Our Business Hilton Grand Vacations Inc. (“Hilton Grand Vacations,” “we,” “us,” “our,” “HGV” or the “Company”) is a global timeshare company engaged in developing, marketing, selling, managing and operating timeshare resorts, timeshare plans and ancillary reservation services, primarily under the Hilton Grand Vacations brand. On January 17, 2024 (“Bluegreen Acquisition Date”), we completed the acquisition of Bluegreen Vacations Holding Corporation (“Bluegreen”) (the “Bluegreen Acquisition”). Our operations primarily consist of 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 timeshare purchases; operating resorts and timeshare plans; and managing our clubs and exchange programs that include HGV Max, Hilton Grand Vacations Club and Hilton Club, Diamond points-based multi-resort timeshare clubs and Bluegreen Vacation Club (collectively referred to as “Clubs”). As of March 31, 2024, we had approximately 200 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, inclusive of the new locations we have expanded into through the Bluegreen Acquisition. We are in the process of rebranding many of the Diamond properties and anticipate rebranding the majority of Bluegreen properties and sales centers. As of March 31, 2024, we expect to begin rebranding certain Bluegreen properties during the fourth quarter of 2024 to the Hilton Grand Vacations brands and Hilton standards. Basis of Presentation The unaudited condensed consolidated financial statements presented herein include all of our assets, liabilities, revenues, expenses and cash flows as well as all entities in which we have a controlling financial interest. The determination of a controlling financial interest is based upon the terms of the governing agreements of the respective entities, including the evaluation of rights held by other interests. If the entity is considered to be a variable interest entity (“VIE”), we determine whether we are the primary beneficiary, and then consolidate those VIEs for which we have determined we are the primary beneficiary. If the entity in which we hold an interest does not meet the definition of a VIE, we evaluate whether we have a controlling financial interest through our voting interests in the entity. We consolidate entities when we own more than 50% of the voting shares of a company or otherwise have a controlling financial interest, including HGV/Big Cedar Vacations LLC, a joint venture in which HGV is deemed to hold a controlling financial interest based on its 51 % equity interest (“Big Cedar”), its active role as the day-to-day manager of its activities, and majority voting control of its management committee. HGV acquired its equity interest in Big Cedar as part of the Bluegreen Acquisition. All material intercompany transactions and balances have been eliminated in consolidation. Our accompanying unaudited condensed consolidated financial statements reflect all adjustments, including normal recurring items, considered necessary for a fair presentation. The unaudited condensed consolidated financial statements reflect our financial position, results of operations and cash flows as prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”). Certain information and footnote disclosures normally included in financial statements presented in accordance with U.S. GAAP have been omitted in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). Although we believe the disclosures made are adequate to prevent information presented from being misleading, these financial statements should be read in conjunction with the consolidated financial statements and notes thereto as of and for the year ended December 31, 2023, included in our Annual Report on Form 10-K filed with the SEC on February 29, 2024. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported and, accordingly, ultimate results could differ from those estimates. Interim results are not necessarily indicative of full year performance. NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Noncontrolling Interest Noncontrolling interest reflects a third party’s ownership interest in Big Cedar that is consolidated in the Company’s unaudited condensed consolidated financial statements but is less than 100% owned by the Company. The 6 Table of Contents . noncontrolling interest is recognized as equity in the Company’s unaudited condensed consolidated balance sheet and presented separately from the equity attributable to its stockholders. The amounts of unaudited consolidated net income and unaudited comprehensive income attributable to the Company’s stockholders and noncontrolling interest are separately presented in the condensed unaudited consolidated statements of operations and comprehensive income. Accounting Pronouncements Not Yet Adopted In November 2023, the FASB issued Accounting Standards Update 2023-07 (“ASU 2023-07”), Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures . ASU 2023-07 provides amendments to improve reportable segment disclosure requirements both on an interim and annual basis, primarily through enhanced disclosures about significant segment expenses. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The impact of adoption of ASU 2023-07 is expected to impact disclosures only and not have a material impact on our consolidated financial statements or results. In December 2023, the FASB issued Accounting Standards Update 2023-09 (“ASU 2023-09”), Income Taxes (Topic 740): Improvements to Income Tax Disclosures . ASU 2023-09 states that an entity must provide greater disaggregation of its effective tax rate reconciliation disclosure. The ASU also states that an entity must separately disclose net cash taxes paid between federal, state, and foreign jurisdictions. The guidance is effective for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years. The guidance is to be applied prospectively, although retrospective application is permitted. The impact of adoption of ASU 2023-09 is expected to impact disclosures only and not have a material impact on our consolidated financial statements or results. NOTE 3: ACQUISITIONS Bluegreen Acquisition On January 17, 2024, we completed the Bluegreen Acquisition in an all-cash transaction, with total consideration of approximately $ 1.6 billion. The Bluegreen Acquisition is expected to broaden HGV’s offerings, customer reach and sales locations. Costs related to the Bluegreen Acquisition for three months ended March 31, 2024 were $ 100 million, which were expensed as incurred, and reflected as Acquisition and integration-related expense in our unaudited condensed consolidated statements of operations. The following table presents the preliminary fair value of each class of consideration transferred in relation to the Bluegreen Acquisition as of the Bluegreen Acquisition Date: ($ in millions, except share and per share data) Number of Class A Shares issued and outstanding 12,504,138 Number of Class B Shares issued and outstanding 3,664,117 Number of Class A shares deliverable as equity awards 673,169 Total shares and related equity awards outstanding 16,841,424 Cash consideration to Bluegreen shareholders and equity award holders per share $ 75.00 Purchase price $ 1,263 Repayment of Bluegreen Debt (1) 265 Payment of Seller Transaction Fees (2) 28 Total Consideration Transferred $ 1,556 (1) Reflects the balance of Bluegreen’s debt repaid by HGV. (2) Reflects transaction-related expenses incurred by Bluegreen but paid by HGV. Preliminary Fair Values of Assets Acquired and Liabilities Assumed We accounted for the Bluegreen Acquisition as a business combination, which requires us to record the assets acquired and liabilities assumed at fair value as of the Bluegreen Acquisition Date. The preliminary fair values of the assets acquired, liabilities assumed, and noncontrolling interest, which are presented in the table below, and the related preliminary acquisition accounting are based on management’s estimates and assumptions, as well as information compiled by management, including the books and records of Bluegreen. Our estimates and assumptions are subject to change during the measurement period, not to exceed one year from the Bluegreen Acquisition Date. The magnitude of the Bluegreen Acquisition could necessitate the need to use the full one-year measurement period to adequately analyze and assess a number of the factors used in establishing the asset, liability and noncontrolling interest fair values as of the Bluegreen Acquisition Date. The final values may also result in changes to amortization expense related to intangible assets and depreciation expense related to property and equipment, among other changes. Any potential adjustments made could be material in relation to the values presented in the table below. 7 Table of Contents . As discussed more fully below, the primary areas of the purchase price allocation that are not yet finalized include the following: (1) finalizing the review and valuation of acquired intangible assets (including key assumptions, inputs and estimates) and assigning the useful lives to such assets; (2) finalizing the review and valuation of acquired inventory, property and equipment (including key assumptions, inputs and estimates) and assigning the remaining useful lives to the depreciable assets; (3) finalizing the review and valuation of acquired timeshare financing receivables (including key assumptions, inputs and estimates); (4) finalizing the valuation of certain in-place contracts or contractual relationships (including but not limited to leases), including determining the appropriate amortization periods; (5) finalizing the review and valuation of other acquired assets, assumed liabilities, and noncontrolling interest, including debt assumed; and (6) finalizing our estimate of the impact of purchase accounting on deferred income tax liabilities. ($ in millions) Preliminary Amounts Recognized as of the Bluegreen Acquisition Date Assets acquired Cash and cash equivalents $ 58 Restricted cash 44 Accounts receivable 32 Timeshare financing receivables, net 925 Inventory 365 Property and equipment 177 Investment in unconsolidated affiliates 1 Operating lease right-of-use assets 18 Intangible assets 812 Other assets 83 Total assets acquired $ 2,515 Liabilities assumed Accounts payable, accrued expenses and other $ 129 Advanced deposits 2 Debt 162 Non-recourse debt 606 Operating lease liabilities 20 Deferred revenue 57 Deferred income tax liabilities 348 Total liabilities assumed 1,324 Net assets acquired $ 1,191 Total consideration transferred $ 1,556 Less: Net assets acquired ( 1,191 ) Plus: Noncontrolling interest 158 Goodwill (1) $ 523 (1) Goodwill is calculated as total consideration transferred less net assets acquired and it primarily represents the value that we expect to obtain from synergies and growth opportunities from our combined Company post-acquisition. Timeshare Financing Receivables We acquired timeshare financing receivables, net which consist of loans to customers who purchased vacation ownership products and chose to finance their purchases. These timeshare financing receivables, net are collateralized by the underlying VOIs and generally have 10 -year amortizing repayment terms. We preliminarily estimated the fair value of the timeshare financing receivables using a discounted cash flow model, which calculated a present value of expected future risk-adjusted cash flows over the remaining term of the respective timeshare financing receivables. We are continuing to evaluate the significant assumptions underlying the discounted cash flow model including default, severity and prepayment assumptions, which could result in changes to our preliminary estimate. We have determined that the entire acquired timeshare financing receivables portfolio shows evidence of more-than-insignificant deterioration in credit quality since origination. See Note 6: Timeshare Financing Receivables, net for additional information. 8 Table of Contents . Acquired timeshare financing receivables with credit deterioration as of the Bluegreen Acquisition Date were as follows: ($ in millions) As of January 17, 2024 Purchase price $ 925 Allowance for credit losses 137 Premium attributable to other factors ( 102 ) Par value $ 960 Inventory We acquired inventory which primarily consists of completed unsold VOIs. We preliminarily estimated the fair value of acquired inventory using a discounted cash flows method, which included an estimate of cash flows expected to be generated from the sale of VOIs. Significant estimates and assumptions impacting the fair value of the acquired inventory that are subjective and/or require complex judgments include our estimates of operating costs and margins, and the discount rate. Certain other estimates and assumptions impacting the fair value of the acquired inventory involving less subjective and/or less complex judgments include: short-term and long-term revenue growth rates, capital expenditures, tax rates and other factors impacting the discounted cash flows. We are continuing to assess the market assumptions and property conditions, which could result in changes to these preliminary values. Property and Equipment We acquired property and equipment, which includes land, buildings and improvements, leasehold improvements, computer hardware and software, furniture, fixtures, and office equipment, machinery and equipment, vehicles, construction in progress, and other assets. For our preliminary analysis, we estimated the fair value of the property and equipment using a mix of cost and market approaches. In determining the fair value using the cost approach, we estimated the reproduction cost new by applying BLS trending indices to the historical capitalized costs within the fixed asset details. We also relied on the market approach to determine the fair value of certain assets. In applying the market approach to value, we relied on the Percent of Cost Method. In addition, certain property and equipment assets were held at their carrying value, which is our best estimate of fair value at this time given the information available. We are continuing to assess the market assumptions and property conditions, which could result in changes to these preliminary values. Operating Lease Right-of-Use-Assets and Lease Liabilities We have recorded a preliminary estimate of the liability for those operating leases assumed in connection with the Bluegreen Acquisition with a remaining term in excess of one year. We measured the lease liabilities assumed at the present value of the remaining contractual lease payments based on the guidance in ASC 842 discounted at an incremental borrowing rate applicable to HGV determined as of the Bluegreen Acquisition Date. The right-of-use assets for such leases were measured at an amount equal to the lease liabilities, adjusted for the favorable or unfavorable leasehold position considering the contractual terms of the lease when compared with market terms. A small number of operating lease right of use assets and lease liabilities were preliminarily estimated at carrying value. Additionally, any equipment lease was held at carrying value. We continue to assess the market assumptions, which could result in changes to our preliminary estimate. 9 Table of Contents . Intangible Assets The following table presents our preliminary estimates of the fair values of the acquired Bluegreen’s identified intangible assets and their related estimated remaining useful lives: Weighted Average Estimated Useful Life (in years) Estimated Fair Value ($ in millions) Trade name 7 $ 30 Management contracts 19 479 Club member relationships 11 36 Capitalized software 3 12 Marketing agreements 17 209 Other contract-related intangible assets 12 46 Total intangible assets acquired $ 812 We preliminarily estimated the fair value of Bluegreen's trade name using the relief-from-royalty method, which applies an estimated royalty rate to forecasted future cash flows, discounted to present value. We provisionally estimated the value of management contracts and member relationships using the multi-period excess earnings method, which is a variation of the income approach. This method estimates an intangible asset’s value based on the present value of the incremental after-tax cash flows attributable to the intangible asset. The marketing agreements were valued using the with‑and‑without method of the income approach. Under this method, the value of an asset is a function of the differential of projected cash flows with the asset in place and the projected cash flows without the asset in place, discounted to present value. We continue to review Bluegreen's contracts and historical performance in addition to evaluating the assumptions impacting the estimated values of such intangible assets and their respective useful lives, including the discount rate applied to the estimated cash flows and renewal and growth estimates and expected margins, which could result in changes to these preliminary values. Debt As part of the acquisition and consideration transferred, we paid off $ 265 million of Bluegreen’s existing corporate debt and accrued interest. We preliminarily estimated the fair value of the remaining assumed debt using a discounted cash flow model under the income approach. We are continuing to evaluate the significant assumptions underlying the discounted cash flow model, which could result in changes to our preliminary estimate. Non-Recourse Debt We preliminarily estimated the fair value of the securitized debt and warehouse loan facilities, using a discounted cash flow model under the income approach. The significant assumptions in our analysis include default rates, prepayment rates, bond interest rates and other structural factors. We are continuing to evaluate the significant assumptions underlying the discounted cash flow model including default and prepayment assumptions, which could result in changes to our preliminary estimate. Deferred Revenue Deferred revenue primarily relates to deferred sales incentives revenues, primarily related to Bonus Points, which are deferred and recognized upon redemption; and Club membership fees, which are deferred and recognized over the terms of the applicable contract term or membership on a straight-line basis. We preliminarily estimated the fair value of the deferred revenue at the carrying value of such liabilities as of the Bluegreen Acquisition Date. We continue to review Bluegreen’s contracts, which could result in changes to the preliminary estimate. Deferred Income Taxes Deferred income taxes primarily relate to the fair value of assets and liabilities acquired from Bluegreen, including timeshare financing receivables, inventory, property and equipment, intangible assets, and debt. We preliminarily estimated deferred income taxes based on the blended U.S. federal and state statutory tax rate which approximates to 25%. Within the measurement period, we will continue to assess the tax rates used, and we will update our estimate of deferred income taxes based on changes to our preliminary valuations of the related assets and liabilities and refinement of the effective tax rates, which could result in changes to these preliminary values. 10 Table of Contents . Noncontrolling Interest The acquired noncontrolling interest relates to Big Cedar Vacations, LLC, a joint venture in which we are deemed to hold a controlling financial interest based on our 51 % equity interest, its active role as the day-to-day manager of its activities, and our majority voting control of its management committee. We preliminarily estimated the fair value of the noncontrolling interest using a discounted cash flow model under the income approach. We continue to assess the market assumptions, which could result in changes to our preliminary estimate. Goodwill We have recorded a preliminary estimate of $ 523 of goodwill in connection with the Bluegreen Acquisition. We have allocated the acquired goodwill to our segments, Real Estate Sales and Financing and Resort Operations and Club Management, as indicated in the table below. Our allocations may change throughout the measurement period as we continue to finalize the fair value of assets acquired and liabilities assumed in the Bluegreen Acquisition. The majority of goodwill is not expected to be deductible for tax purposes. Resort Operations and Club Management Segment Real Estate Sales and Financing Segment Total Consolidated Goodwill $ 177 $ 346 $ 523 Pro Forma Results of Operations The following unaudited pro forma information presents the combined results of operations of HGV and Bluegreen as if we had completed the Bluegreen Acquisition on January 1, 2023, the first day of our 2023 fiscal year, but using our preliminary fair values of assets and liabilities as of the Bluegreen Acquisition Date. These unaudited pro forma results do not reflect any synergies from operating efficiencies. Accordingly, these unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations of the combined company would have been if the Bluegreen Acquisition had occurred at the beginning of the period presented, nor are they indicative of future results of operations. Three Months Ended March 31, ($ in millions) 2024 2023 Revenue $ 1,202 $ 1,164 Net (loss) income ( 10 ) 52 Bluegreen Results of Operations The following table presents the results of Bluegreen operations included in our unaudited condensed consolidated statement of operations for the period from the Bluegreen Acquisition Date through the first quarter of 2024: ($ in millions) January 17, 2024 to March 31, 2024 Revenue $ 189 Net loss ( 33 ) Grand Islander Acquisition On December 1, 2023 (“Grand Islander Acquisition Date”), the Company completed the acquisition of BRE Grand Islander Parent LLC (“Grand Islander”), by exchanging 100 % of the outstanding equity interests of Grand Islander for approximately $ 117 million (the “Grand Islander Acquisition”). Prior to the acquisition, we managed the resort property in Hawaii owned by Grand Islander. The acquisition expands our product offerings and provides existing members upgrade opportunities to locations outside of the prior Fee-for-service arrangement. The purchase price of $ 117 million included cash consideration, as well as $ 4 million of non-cash consideration attributable to the effective settlement of a pre-existing relationship based on the contract value. As of March 31, 2024, the preliminary fair values of the assets acquired includes $ 8 million of cash and cash equivalents, $ 28 million of restricted cash, $ 5 million of accounts receivable, $ 53 million of unsecuritized timeshare financing receivables, net, $ 199 million of securitized timeshare financing receivables, net, $ 15 million of inventory, and $ 2 million of other assets. Of the securitized timeshare financing receivables acquired, $ 128 million is used as collateral to secure a non-recourse revolving timeshare receivable credit facility (“Grand Islander Timeshare Facility”). The preliminary fair values of the liabilities assumed consist of $ 193 million of non-recourse debt and $ 4 million of other liabilities. The estimated fair values of the assets acquired, and liabilities assumed and the related preliminary acquisition accounting are based on management’s estimates and assumptions, as well as other information compiled by management. We preliminarily estimated the fair value of the timeshare financing receivables and inventory using a discounted cash flow 11 Table of Contents . model, which calculated a present value of expected future risk-adjusted cash flows over the remaining term of the respective timeshare financing receivable and the sell-out period of the inventory, respectively. For non-recourse debt, we estimated the fair value using recent trades of the debt, using adjustments to recent trades of similar debt or the settlement amounts for debt that was repaid in close proximity to the Grand Islander Acquisition Date. The timeshare financing receivables acquired were considered PCD assets. The following table presents the acquired assets with credit deterioration as of the Grand Islander Acquisition Date: ($ in millions) As of December 1, 2023 Purchase price $ 252 Allowance for credit losses 24 Premium attributable to other factors ( 2 ) Par value $ 274 Goodwill of $ 4 million is calculated as total consideration transferred less net assets acquired. The measurement period adjustments recorded during the quarter ended March 31, 2024 resulted from changes to our estimates of the fair value of the acquired assets and assumed liabilities based on updated preliminary valuations of acquired timeshare financing receivables and inventory. These resulted in an increase to goodwill for the period of $ 2 million. We have allocated the acquired goodwill of $ 4 million to our Real Estate Sales and Financing segment. Our allocations may change throughout the measurement period as we continue to finalize the fair value of assets acquired and liabilities assumed in the Grand Islander Acquisition. The majority of goodwill is expected to be deductible for tax purposes. All amounts recorded, including those based on estimates and assumptions, are subject to change during the measurement period, not to exceed one year from the Grand Islander Acquisition Date. NOTE 4: REVENUE FROM CONTRACTS WITH CUSTOMERS Disaggregation of Revenue The following tables show our disaggregated revenues by product and segment from contracts with customers. We operate our business in the following two reportable segments: (i) Real estate sales and financing and (ii) Resort operations and club management . See Note 17: Business Segments for more information related to our segments. ($ in millions) Three Months Ended March 31, Real Estate Sales and Financing Segment 2024 2023 Sales of VOIs, net $ 438 $ 318 Sales, marketing, brand and other fees 145 158 Interest income 96 66 Other financing revenue 8 8 Real estate sales and financing segment revenues $ 687 $ 550 ($ in millions) Three Months Ended March 31, Resort Operations and Club Management Segment 2024 2023 Club management $ 63 $ 51 Resort management 103 80 Rental (1) 169 147 Ancillary services 12 11 Resort operations and club management segment revenues $ 347 $ 289 (1) Excludes intersegment transactions. See Note 17: Business Segments for additional information. Receivables from Contracts with Customers, Contract Liabilities, and Contract Assets Our accounts receivable that relate to our contracts with customers includes amounts associated with our contractual right to consideration for completed performance obligations and are settled when the related cash is received. Accounts receivable are recorded when the right to consideration becomes unconditional and is only contingent on the 12 Table of Contents . passage of time. Our timeshare financing receivables consist of loans related to our financing of VOI sales that are secured by the underlying timeshare properties. See Note 6: Timeshare financing receivables for additional information. The following table provides information on our contracts with customers which are included in Accounts receivable, net and Timeshare financing receivables, net , respectively, on our condensed consolidated balance sheets: ($ in millions) March 31, 2024 December 31, 2023 Receivables from contracts with customers: Accounts receivable, net $ 360 $ 343 Timeshare financing receivables, net 3,030 2,113 Total $ 3,390 $ 2,456 Contract liabilities include payments received or due in advance of satisfying our performance obligations. Such contract liabilities include advanced deposits received on prepaid vacation packages for future stays at our resorts, deferred revenue related to sales of VOIs of projects under construction, club activation fees and annual dues, the liability for bonus points awarded to our customers for purchase of VOIs at our properties or properties under our fee-for-service arrangements that may be redeemed in the future, deferred maintenance fees and other deferred revenue. The following table presents the composition of our contract liabilities: ($ in millions) March 31, 2024 December 31, 2023 Contract liabilities: Advanced deposits $ 181 $ 179 Deferred sales of VOIs of projects under construction 35 39 Club activation fees and annual dues 180 97 Bonus point incentive liability (1) 94 83 Deferred maintenance fees 39 12 Other deferred revenue 86 38 (1) The balance includes $ 52 million and $ 54 million of bonus point incentive liabilities included in Accounts payable, accrued expenses and other on our condensed consolidated balance sheets as of March 31, 2024 and December 31, 2023, respectively. This liability is for incentives from VOI sales and sales and marketing expenses in conjunction with our fee-for-service arrangements. Revenue earned for the three months ended March 31, 2024, that was included in the contract liabilities balance at December 31, 2023, was approximately $ 82 million. Contract assets relate to incentive fees that can be earned for meeting certain targets on sales of VOIs at properties under our fee-for-service arrangements; however, our right to consideration is conditional upon completing the requirements of the annual incentive fee period. There were no contract assets as of March 31, 2024, and $ 13 million of contract assets as of December 31, 2023. Transaction Price Allocated to Remaining Performance Obligations Transaction price allocated to remaining performance obligations represents contract revenue that has not yet been recognized. Our contracts with remaining performance obligations primarily include (i) sales of VOIs under construction, (ii) club activation fees paid at closing of a VOI purchase, (iii) customers’ advanced deposits on prepaid vacation packages and (iv) bonus points that may be redeemed in the future. Deferred VOI sales includes deferred revenue from sales associated with phases or buildings under-construction and not yet completed. The following table presents the deferred revenue, deferred cost of VOI sales and deferred direct selling costs from sales of VOIs related to projects under construction: ($ in millions) March 31, 2024 December 31, 2023 Sales of VOIs, net $ 35 $ 39 Cost of VOI sales 11 10 Sales and marketing expense 5 6 During the three months ended March 31, 2024, we recognized $ 41 million of sales of VOIs, net, offset by deferrals of $ 39 million, related to sales of projects under construction, some of which were completed during the year. We 13 Table of Contents . expect to recognize the revenue, costs of VOI sales and direct selling costs related to the projects under construction as of March 31, 2024, upon their completion in 2024. The following table includes the remaining transaction price related to Advanced deposits, Club activation fees and Bonus points incentive liability as of March 31, 2024: ($ in millions) Remaining Transaction Price Recognition Period Recognition Method Advanced deposits $ 181 18 months Upon customer stays Club activation fees 66 7 years Straight-line basis over average inventory holding period Bonus point incentive liability 94 18 - 30 months Upon redemption NOTE 5: ACCOUNTS RECEIVABLE Accounts receivable within the scope of ASC 326 are measured at amortized cost. The following table represents our accounts receivable, net of allowance for credit losses: ($ in millions) March 31, 2024 December 31, 2023 Fee-for-service commissions $ 44 $ 57 Real estate and financing 79 87 Resort and club operations 237 199 Tax receivables 150 97 Insurance claims receivable — 54 Other receivables 5 13 Total $ 515 $ 507 Our accounts receivable are generally due within one year of origination. We use delinquency status and economic factors such as credit quality indicators to monitor our receivables within the scope of ASC 326 and use these as a basis for how we develop our expected loss estimates. The changes in our allowance were as follows during the three months ended March 31, 2024: ($ in millions) Fee-for-service commissions Real estate and financing Resort and club operations Total Balance as of December 31, 2023 $ 23 $ 34 $ 3 $ 60 Current period provision for expected credit losses 2 3 11 16 Write-offs charged against the allowance ( 8 ) ( 7 ) — ( 15 ) Balance as of March 31, 2024 $ 17 $ 30 $ 14 $ 61 NOTE 6: TIMESHARE FINANCING RECEIVABLES We define our timeshare financing receivables portfolio segments as (i) originated and (ii) acquired. Our originated portfolio represents timeshare financing receivables that originated after August 2, 2021 related to Diamond (“Legacy-Diamond”), after December 1, 2023 related to Grand Islander (“Legacy-Grand Islander”), after January 17, 2024 related to Bluegreen (“Legacy-Bluegreen”) and timeshare financing receivables that existed both prior to and following the various acquisition dates (“Legacy-HGV”). Our acquired portfolio includes all timeshare financing receivables acquired from Legacy-Diamond, Legacy-Grand Islander and Legacy-Bluegreen that existed as of the respective acquisition dates. 14 Table of Contents . The following table presents the components of each portfolio segment by class of timeshare financing receivables: Originated Acquired ($ in millions) March 31, 2024 December 31, 2023 March 31, 2024 December 31, 2023 Securitized $ 715 $ 770 $ 610 $ 214 Unsecuritized (1) 1,517 1,326 973 551 Timeshare financing receivables, gross $ 2,232 $ 2,096 $ 1,583 $ 765 Unamortized non-credit acquisition premium (2) — — 115 32 Less: allowance for financing receivables losses ( 539 ) ( 500 ) ( 361 ) ( 279 ) Timeshare financing receivables, net $ 1,693 $ 1,596 $ 1,337 $ 518 (1) Includes amounts used as collateral to secure a non-recourse revolving timeshare receivable credit facility (“Timeshare Facility”) as well as amounts held as future collateral for securitization activities. (2) Non-credit premium of $ 97 million was recognized at the Diamond Acquisition Date, of which $ 22 million and $ 26 million remains unamortized as of March 31, 2024 and December 31, 2023, respectively. Non-credit premium of $ 1 million was recognized at the Grand Islander Acquisition Date with $ 1 remaining unamortized as of March 31, 2024 and December 31, 2023. Non-credit premium of $ 102 million was recognized at the Bluegreen Acquisition Date, of which $ 92 million remains unamortized as of March 31, 2024. As of March 31, 2024 and December 31, 2023, we had timeshare financing receivables of $ 396 million and $ 415 million, respectively, securing the Timeshare Facility. In connection with the acquisition of Grand Islander and Bluegreen, we had access to additional timeshare facilities, which were terminated as of March 31, 2024. For our originated portfolio, we record an estimate of variable consideration for defaults as a reduction of revenue from financed VOI sales at the time revenue is recognized. We record the difference between the timeshare financing receivable and the variable consideration included in the transaction price for the sale of the related VOI as an allowance for financing receivables and record the receivable net of the allowance. During the three months ended March 31, 2024, and 2023, we recorded an adjustment to our estimate of variable consideration of $ 64 million and $ 30 million, respectively. For our acquired portfolio, any changes to the estimates of our allowance are recorded within Financing expense on our unaudited condensed consolidated statements of operations in the period in which the change occurs. We recognize interest income on our timeshare financing receivables as earned. As of March 31, 2024 and December 31, 2023, we had interest receivable outstanding of $ 17 million each period, on our originated timeshare financing receivables. As of March 31, 2024 and December 31, 2023, we had interest receivable outstanding of $ 11 million and $ 4 million, respectively, on our acquired timeshare financing receivables. Interest receivable is included in Other Assets within our unaudited condensed consolidated balance sheets. The interest rate charged on the notes correlates to the risk profile of the customer at the time of purchase and the percentage of the purchase that is financed, among other factors. As of March 31, 2024, our originated timeshare financing receivables had interest rates ranging from 1.5 % to 25.8 %, a weighted-average interest rate of 15.1 %, a weighted-average remaining term of 8.3 years and maturities through 2039. Our acquired timeshare financing receivables had interest rates ranging from 2.0 % to 25.0 %, a weighted-average interest rate of 14.9 %, a weighted-average remaining term of 7.5 years and maturities through 2039. We apply payments we receive for loans, including those in non-accrual status, to amounts due in the following order: servicing fees; interest; principal; and late charges. Once a loan is 91 days past due, we cease accruing interest and reverse the accrued interest recognized up to that point. During the three months ended March 31, 2024, and 2023, we reversed $ 19 million and $ 18 million, respectively, of accrued interest income. We resume interest accrual for loans for which we had previously ceased accruing interest once the loan is less than 91 days past due. We fully reserve for a timeshare financing receivable in the month following the date that the loan is 121 days past due and, subsequently, we write off the uncollectible note against the reserve once the foreclosure process is complete. Allowance for Financing Receivables Losses The changes in our allowance for financing receivables losses were as follows: 15 Table of Contents . ($ in millions) Originated Acquired Balance as of December 31, 2023 $ 500 $ 279 Initial allowance for PCD financing receivables acquired during the period (1) — 131 Provision for financing receivables losses (2) 64 — Write-offs ( 27 ) ( 54 ) Inventory recoveries — 7 Upgrades (4) 2 ( 2 ) Balance as of March 31, 2024 $ 539 $ 361 ($ in millions) Originated Acquired Balance as of December 31, 2022 $ 404 $ 338 Provision for financing receivables losses (2) 30 — Write-offs ( 17 ) ( 16 ) Inventory recoveries — 4 Upgrades (4) 1 ( 1 ) Balance as of March 31, 2023 $ 418 $ 325 (1) The initial gross allowance determined for receivables with credit deterioration was $ 137 million as of the Bluegreen Acquisition Date. We also reduced the gross allowance determined for receivables with credit deterioration for Legacy-Grand Islander by $ 6 million (2) Includes incremental provision for financing receivables losses, net of activity related to the repurchase of defaulted and upgraded timeshare financing receivables. (3) Includes incremental provision for credit loss expense from Acquired loans. (4) Represents the initial change in allowance resulting from upgrades of Acquired loans. Upgraded Acquired loans and their related allowance are included in the Originated portfolio segment. Originated Timeshare Financing Receivables Our originated timeshare financing receivables as of March 31, 2024 mature as follows: Originated Timeshare Financing Receivables ($ in millions) Securitized Unsecuritized Total Year 2024 (remaining) $ 63 $ 78 $ 141 2025 89 110 199 2026 92 119 211 2027 93 130 223 2028 88 146 234 Thereafter 290 934 1,224 Total $ 715 $ 1,517 $ 2,232 Acquired Timeshare Financing Receivables with Credit Deterioration Our acquired timeshare financing receivables were deemed to be purchased credit deteriorated financial assets. These notes receivable were initially recognized at their purchase price, represented by the acquisition date fair value, and subsequently “grossed-up” by our acquisition date assessment of the allowance for credit losses. The difference over which par value of the acquired purchased credit deteriorated assets exceeds the purchase price plus the initial allowance for financing receivable losses is reflected as a non-credit premium and is amortized as a reduction to interest income under the effective interest method. The fair value of our acquired timeshare financing receivables as of each respective acquisition date was determined using a discounted cash flow method, which calculated a present value of expected future risk-adjusted cash flows over the remaining term of the respective timeshare financing receivables. Consequently, the fair value of the acquired timeshare financing receivables recorded on our unaudited condensed consolidated balance sheet as of the respective acquisition date included an estimate of expected financing receivable losses which became the historical cost basis for that portfolio going forward. 16 Table of Contents . The allowance for financing receivable losses for our acquired timeshare financing receivables is remeasured at each period end and takes into consideration an estimated measure of anticipated defaults and early repayments. We consider historical timeshare financing receivables performance and the current economic environment in the re-measurement of the allowance for financing receivable losses for our acquired timeshare financing receivables. Subsequent changes to the allowance for acquired financing receivable losses are recorded within Financing expense on our unaudited condensed consolidated statements of operations in the period in which the change occurs. Our gross acquired timeshare financing receivables as of March 31, 2024 mature as follows: Acquired Timeshare Financing Receivables ($ in millions) Securitized Unsecuritized Total Year 2024 (remaining) $ 54 $ 66 $ 120 2025 79 93 172 2026 81 100 181 2027 83 106 189 2028 79 112 191 Thereafter 234 496 730 Total $ 610 $ 973 $ 1,583 Credit Quality of Timeshare Financing Receivables We evaluate these portfolios collectively for purposes of estimating variable consideration, since we hold a large group of homogeneous timeshare financing receivables which are individually immaterial. We monitor the collectability of our receivables on an ongoing basis. There are no significant concentrations of credit risk with any individual counterparty or groups of counterparties. We use a technique referred to as static pool analysis as the basis for estimating expected defaults and determining our allowance for financing receivables losses on our timeshare financing receivables. For the static pool analysis, we use several years of default data through which we stratify our portfolio using certain key dimensions to stratify our portfolio, including FICO scores, equity percentage at the time of sale and certain other factors. The adequacy of the related allowance is determined by management through analysis of several factors, such as current and forward-looking economic conditions and industry trends, as well as the specific risk characteristics of the portfolio including assumed default rates, aging and historical write-offs of these receivables. Originated Timeshare Financing Receivables Our originated gross balances by average FICO score of our originated timeshare financing receivables were as follows: Originated March 31, 2024 ($ in millions) Legacy-HGV Legacy-DRI Legacy-Grand Islander Legacy-Bluegreen Total FICO score 700+ $ 896 $ 414 $ 7 $ 67 $ 1,384 600-699 316 229 2 15 562 <600 39 31 — — 70 No score (1) 200 8 7 1 216 Total $ 1,451 $ 682 $ 16 $ 83 $ 2,232 (1) Timeshare financing receivables without a FICO score are primarily related to foreign borrowers. 17 Table of Contents . Originated December 31, 2023 ($ in millions) Legacy-HGV Legacy-DRI Legacy-Grand Islander Legacy-Bluegreen Total FICO score 700+ $ 882 $ 403 $ 3 $ — $ 1,288 600-699 311 220 — — 531 <600 39 31 — — $ 70 No score (1) 196 8 3 — 207 Total $ 1,428 $ 662 $ 6 $ — $ 2,096 (1) Timeshare financing receivables without a FICO score are primarily related to foreign borrowers. The following table details our gross originated timeshare financing receivables by the origination year and average FICO score as of March 31, 2024: Originated Timeshare Financing Receivables ($ in millions) 2024 2023 2022 2021 2020 Prior Total FICO score 700+ $ 249 $ 501 $ 333 $ 131 $ 31 $ 139 $ 1,384 600-699 75 205 157 59 11 55 562 <600 6 25 21 8 2 8 70 No score (1) 34 74 38 19 11 40 216 Total $ 364 $ 805 $ 549 $ 217 $ 55 $ 242 $ 2,232 Current period gross write-offs $ — $ 7 $ 12 $ 2 $ 1 $ 5 $ 27 (1) Timeshare financing receivables without a FICO score are primarily related to foreign borrowers. As of March 31, 2024 and December 31, 2023, we had ceased accruing interest on originated timeshare financing receivables with an aggregate principal balance of $ 227 million and $ 208 million, respectively. The following tables detail an aged analysis of our gross timeshare receivables balance: Originated - Securitized March 31, 2024 ($ in millions) Legacy-HGV Legacy-DRI Legacy-Grand Islander Legacy-Bluegreen Total Current $ 522 $ 148 $ — $ 11 $ 681 31 - 90 days past due 12 9 — — 21 91 - 120 days past due 4 3 — — 7 121 days and greater past due 4 2 — — 6 Total $ 542 $ 162 $ — $ 11 $ 715 Originated - Unsecuritized March 31, 2024 ($ in millions) Legacy-HGV Legacy-DRI Legacy-Grand Islander Legacy-Bluegreen Total Current $ 782 $ 390 $ 16 $ 72 $ 1,260 31 - 90 days past due 21 22 — — 43 91 - 120 days past due 5 6 — — 11 121 days and greater past due 101 102 — — 203 Total $ 909 $ 520 $ 16 $ 72 $ 1,517 18 Table of Contents . Originated - Securitized December 31, 2023 ($ in millions) Legacy-HGV Legacy-DRI Legacy-Grand Islander Legacy-Bluegreen Total Current $ 577 $ 162 $ — $ — $ 739 31 - 90 days past due 11 8 — — 19 91 - 120 days past due 4 3 — — 7 121 days and greater past due 2 3 — — 5 Total $ 594 $ 176 $ — $ — $ 770 Originated - Unsecuritized December 31, 2023 ($ in millions) Legacy-HGV Legacy-DRI Legacy-Grand Islander Legacy-Bluegreen Total Current $ 723 $ 366 $ 6 $ — $ 1,095 31 - 90 days past due 16 18 — — 34 91 - 120 days past due 4 7 — — 11 121 days and greater past due 91 95 — — 186 Total $ 834 $ 486 $ 6 $ — $ 1,326 Acquired Timeshare Financing Receivables Our gross balances by average FICO score of our acquired timeshare financing receivables were as follows: Acquired March 31, 2024 ($ in millions) Legacy-DRI Legacy-Grand Islander Legacy-Bluegreen Total FICO score 700+ $ 237 $ 59 $ 576 $ 872 600-699 172 18 289 479 <600 37 1 12 50 No score (1) 11 165 6 182 Total $ 457 $ 243 $ 883 $ 1,583 (1) Timeshare financing receivables without a FICO score are primarily related to foreign borrowers. Acquired December 31, 2023 ($ in millions) Legacy-DRI Legacy-Grand Islander Legacy-Bluegreen Total FICO score 700+ $ 256 $ 66 $ — $ 322 600-699 189 20 — 209 <600 42 — — 42 No score (1) 12 180 — 192 Total $ 499 $ 266 $ — $ 765 (1) Timeshare financing receivables without a FICO score are primarily related to foreign borrowers. 19 Table of Contents . The following tables detail our gross acquired timeshare financing receivables by the origination year and average FICO score as of March 31, 2024: Acquired Timeshare Financing Receivables ($ in millions) 2024 2023 2022 2021 2020 Prior Total FICO score 700+ $ 14 $ 331 $ 132 $ 97 $ 73 $ 225 $ 872 600-699 3 129 73 65 48 161 479 <600 — 5 3 7 8 27 50 No score (1) — 40 28 16 21 77 182 Total $ 17 $ 505 $ 236 $ 185 $ 150 $ 490 $ 1,583 Current period gross write-offs $ — $ 11 $ 9 $ 13 $ 10 $ 11 $ 54 (1) Timeshare financing receivables without a FICO score are primarily related to foreign borrowers. As of March 31, 2024 and December 31, 2023, we had ceased accruing interest on acquired timeshare financing receivables with an aggregate principal balance of $ 302 million and $ 279 million, respectively. The following tables detail an aged analysis of our gross timeshare receivables balance: Acquired - Securitized March 31, 2024 ($ in millions) Legacy-DRI Legacy-Grand Islander Legacy-Bluegreen Total Current $ 118 $ 49 $ 410 $ 577 31 - 90 days past due 5 1 14 20 91 - 120 days past due 1 1 6 8 121 days and greater past due 3 — 2 5 Total $ 127 $ 51 $ 432 $ 610 Acquired - Unsecuritized March 31, 2024 ($ in millions) Legacy-DRI Legacy-Grand Islander Legacy-Bluegreen Total Current $ 81 $ 171 $ 404 $ 656 31 - 90 days past due 5 6 17 28 91 - 120 days past due 2 1 6 9 121 days and greater past due 242 14 24 280 Total $ 330 $ 192 $ 451 $ 973 Acquired - Securitized December 31, 2023 ($ in millions) Legacy-DRI Legacy-Grand Islander Legacy-Bluegreen Total Current $ 131 $ 71 $ — $ 202 31 - 90 days past due 6 1 — 7 91 - 120 days past due 2 — — 2 121 days and greater past due 3 — — 3 Total $ 142 $ 72 $ — $ 214 20 Table of Contents . Acquired - Unsecuritized December 31, 2023 ($ in millions) Legacy-DRI Legacy-Grand Islander Legacy-Bluegreen Total Current $ 91 $ 183 $ — $ 274 31 - 90 days past due 5 3 — 8 91 - 120 days past due 2 1 — 3 121 days and greater past due 253 13 — 266 Total $ 351 $ 200 $ — $ 551 NOTE 7: INVENTORY Inventory was comprised of the following: ($ in millions) March 31, 2024 December 31, 2023 Completed unsold VOIs $ 1,511 $ 1,259 Construction in process 293 140 Land, infrastructure and other 1 1 Total $ 1,805 $ 1,400 The table below presents cost of sales true-ups relating to VOI products and the related impacts to the carrying value of inventory and cost of VOI sales: Three Months Ended March 31, ($ in millions) 2024 2023 Cost of sales true-up (1) $ 15 $ 16 (1) For the three months ended March 31, 2024 and 2023, respectively, the cost of sales true-up decreased cost of VOI sales and increased inventory. NOTE 8: CONSOLIDATED VARIABLE INTEREST ENTITIES As of March 31, 2024, we consolidated 18 VIEs, for which 9 we obtained a controlling financial interest as part of the Bluegreen Acquisition. The activities of these entities are limited primarily to purchasing qualifying non-recourse timeshare financing receivables from us and issuing debt securities and/or borrowing under a debt facility to facilitate such purchases. The timeshare financing receivables held by these entities are not available to our creditors and are not our legal assets, nor is the debt that is securitized through these entities a legal liability to us. We have determined that we are the primary beneficiaries of these VIEs as we have the power to direct the activities that most significantly affect their economic performance. We are also the servicer of these timeshare financing receivables and we often replace or repurchase timeshare financing receivables that are in default at their outstanding principal amounts. Additionally, we have the right to receive benefits that could be significant to them. Only the assets of our VIEs are available to settle the obligations of the respective entities. We have aggregated the variable interests in the entities, including those associated with Bluegreen's outstanding timeshare financing receivables securitization transactions, for disclosure purposes as they are similar in nature. See Note 11: Debt and Non-recourse debt for additional information. Our condensed consolidated balance sheets included the assets and liabilities of these entities, which primarily consisted of the following: ($ in millions) March 31, 2024 December 31, 2023 Restricted cash $ 62 $ 48 Timeshare financing receivables, net 1,487 1,395 Non-recourse debt, net 1,510 1,466 NOTE 9: INVESTMENTS IN UNCONSOLIDATED AFFILIATES As of March 31, 2024 and December 31, 2023, we had ownership interests in BRE Ace LLC and 1776 Holding LLC, which are VIEs. We do not consolidate BRE Ace LLC and 1776 Holding LLC because we are not the primary beneficiary. These two unconsolidated affiliates have aggregated debt balances of $ 413 million and $ 427 million as of 21 Table of Contents . March 31, 2024 and December 31, 2023, respectively. The debt is secured by their assets and is without recourse to us. Our maximum exposure to loss as a result of our investment interests in the two unconsolidated affiliates is primarily limited to (i) the carrying amount of the investments, which totaled $ 76 million and $ 71 million as of March 31, 2024 and December 31, 2023, respectively, and (ii) receivables for commission and other fees earned under fee-for-service arrangements. See Note 16: Related Party Transactions for additional information. As part of the Bluegreen Acquisition, we acquired variable interest within statutory business trusts (collectively, the “Trusts”) formed previously by wholly owned subsidiaries of the Company. Each subsidiary issued trust preferred securities as part of a larger pooled trust securities offering which was not registered under the Securities Act of 1933 and invested the proceeds thereof in its junior subordinated debentures. The Trusts are VIEs in which the subsidiaries are not the primary beneficiaries. Accordingly, the Company and its subsidiaries do not consolidate the operations of the Trusts; instead, the beneficial interests in the Trusts are accounted for under the equity method of accounting. The maximum exposure to loss as a result of involvement with the Trusts is (i) the carrying amount of the investments, which totaled $ 2 million as of March 31, 2024. We had $ 70 million of junior subordinated debentures outstanding as of March 31, 2024, which we subsequently paid down in April 2024 and terminated our interests in the Trusts. See Note 11: Debt and Non-recourse debt for additional information. For these VIEs, our investment interests are included in the condensed consolidated balance sheets as Investments in unconsolidated affiliates , and equity earned is included in the unaudited condensed consolidated statements of operations as Equity in earnings from unconsolidated affiliates . NOTE 10: INTANGIBLE ASSETS Intangible assets and related accumulated amortization were as follows: March 31, 2024 ($ in millions) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trade name $ 48 $ ( 19 ) $ 29 Management contracts 1,819 ( 379 ) 1,440 Club member relationships 175 ( 62 ) 113 Capitalized software 228 ( 133 ) 95 Marketing agreements 209 ( 3 ) 206 Other contract-related intangible assets 45 ( 1 ) 44 Total $ 2,524 $ ( 597 ) $ 1,927 December 31, 2023 ($ in millions) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trade name $ 18 $ ( 18 ) $ — Management contracts 1,340 ( 347 ) 993 Club member relationships 139 ( 57 ) 82 Capitalized software 207 ( 124 ) 83 Total $ 1,704 $ ( 546 ) $ 1,158 As of March 31, 2024, we acquired definite-life intangible assets as part of the Bluegreen Acquisition, which have been valued on a preliminary basis, in the amount of $ 812 million as of the Bluegreen Acquisition Date. Refer to Note 3: Acquisitions for additional information. Amortization expense on intangible assets was $ 51 million and $ 40 million for the three months ended March 31, 2024 and 2023, respectively. No intangible impairment charges were recognized during the three months ended March 31, 2024 and 2023, respectively. 22 Table of Contents . NOTE 11: DEBT AND NON-RECOURSE DEBT Debt The following table details our outstanding debt balance and its associated interest rates: ($ in millions) March 31, 2024 December 31, 2023 Debt (1) Senior secured credit facility Term loan with a rate of 8.191 %, due 2028 $ 1,268 $ 1,271 Term loan with a rate of 8.076 %, due 2031 900 — Revolver with a rate of 7.327 %, due 2026 698 438 Senior notes with a rate of 5.000 %, due 2029 850 850 Senior notes with a rate of 4.875 %, due 2031 500 500 Senior notes with a rate of 6.625 %, due 2032 900 — Junior subordinated debentures 70 — Other debt (4) 37 33 Total debt, gross 5,223 3,092 Less: unamortized deferred financing costs and discounts (2)(3)(5) ( 79 ) ( 43 ) Total debt, net $ 5,144 $ 3,049 (1) As of March 31, 2024 and December 31, 2023, weighted-average interest rates were 6.963 % and 6.649 %, respectively. (2) Amount includes unamortized deferred financing costs related to our term loans and senior notes of $ 42 million and $ 27 million, respectively, as of March 31, 2024 and $ 21 million and $ 17 million, respectively, as of December 31, 2023. This amount also includes unamortized original issuance discounts of $ 7 million and $ 5 million as of March 31, 2024 and December 31, 2023, respectively. (3) Amount does not include unamortized deferred financing costs of $ 3 million as of March 31, 2024 and December 31, 2023, respectively, related to our revolving facility which are included in Other assets in our unaudited condensed consolidated balance sheets. (4) This amount includes $ 5 million related to the recourse portion on the NBA Receivables Facility, which is generally limited to the greater of 15 % of the outstanding borrowings and $ 5 million, subject to certain exceptions. (5) Amount also includes unamortized discount of $ 3 million related to the Bluegreen securitized debt recognized at the Bluegreen Acquisition Date. Senior secured credit facility On January 17, 2024, we entered into Amendment No. 4 (the “Amendment”) to the Credit Agreement and incurred $ 900 million of new term loan that will mature on January 17, 2031. Proceeds from the new term loans were used to pay the Bluegreen Acquisition consideration, fees and expenses incurred in connection with the Amendment and to refinance the repayment of certain indebtedness of Bluegreen and its subsidiaries. As of March 31, 2024, we had $ 9 million of letters of credit outstanding under the revolving credit facility and $ 1 million outstanding backed by cash collateral. We were in compliance with all applicable maintenance and financial covenants and ratios as of March 31, 2024. As of March 31, 2024, we have $ 293 million remaining borrowing capacity under the revolver facility. On April 8, 2024, we amended our Term Loan B under the Senior secured credit facility. Under the amendment, the new interest rate is SOFR plus 2.50 %, down from SOFR plus 2.75 %. The credit spread adjustment for the Term Loan B has been removed. We primarily use interest rate swaps as part of our interest rate risk management strategy for our variable-rate debt. These interest rate swaps are associated with the remaining available SOFR based senior secured credit facility. As of March 31, 2024, these interest rate swaps convert the SOFR-based variable rate on our Term Loan due 2028 to average fixed rates of 1.55 % per annum with maturities between 2026 and 2028, for the balance on this borrowing up to the notional values of our interest rate swaps. As of March 31, 2024, the aggregate notional values of the interest rate swaps under our Term Loan due 2028 was $ 550 million. Our interest rate swaps have been designated and qualify as cash flow hedges of interest rate risk and recorded at their estimated fair value as an asset in Other assets in our condensed consolidated balance sheets. As of March 31, 2024 and December 31, 2023, the estimated fair values of our cash flow hedges were $ 48 million and $ 42 million, respectively. We characterize payments we make in connection with these derivative instruments as interest expense and a reclassification of accumulated other comprehensive income for presentation purposes. We classify cash inflows and outflows from derivatives that hedge interest rate risk within operating activities in the unaudited condensed consolidated statements of cash flows. 23 Table of Contents . The following table reflects the activity, net of tax, in Accumulated other comprehensive income related to our derivative instruments during the three months ended March 31, 2024: Net unrealized gain on derivative instruments Balance as of December 31, 2023 $ 32 Other comprehensive income before reclassifications, net 8 Reclassifications to net income ( 4 ) Balance as of March 31, 2024 $ 36 Senior secured notes On January 10, 2024, we completed an offering for $ 900 million aggregate principal amount of 6.625 % senior secured notes due 2032 issued by our wholly-owned subsidiaries, Hilton Grand Vacations Borrower Escrow, LLC and Hilton Grand Vacations Borrower Escrow, Inc. Proceeds from the new secured notes were used to pay the Bluegreen Acquisition consideration, fees and expenses incurred in connection with the Amendment and to refinance the repayment of certain indebtedness of Bluegreen and its subsidiaries. Senior Notes due 2032 The Senior Secured Notes are guaranteed on a senior secured basis by certain of our subsidiaries. We are in compliance with all applicable financial covenants as of March 31, 2024. Senior Notes due 2029 and 2031 The Senior Unsecured Notes are guaranteed on a senior unsecured basis by certain of our subsidiaries. We are in compliance with all applicable financial covenants as of March 31, 2024. Junior subordinated debentures As part of the Bluegreen Acquisition, we assumed the junior subordinated debentures. As of March 31, 2024, we had $ 70 million of junior subordinated debentures outstanding, which we subsequently paid down in April 2024. The junior subordinated debentures bore interest at the three-month SOFR plus 0.26 % and a margin of 3.80 % to 4.90 % and were scheduled to mature between 2035 and 2036. 24 Table of Contents . Non-recourse Debt The following table details our outstanding non-recourse debt balance and associated interest rates: ($ in millions) March 31, 2024 December 31, 2023 Non-recourse debt (1) Timeshare Facility with an average rate of 6.540 %, due 2027 (2) $ 290 $ 400 Grand Islander Timeshare Facility with an average rate of 6.716 %, due 2029 — 124 HGV Securitized Debt with a weighted average rate of 3.602 %, due 2032 59 66 HGV Securitized Debt with a weighted average rate of 2.431 %, due 2033 63 70 HGV Securitized Debt with a weighted average rate of 4.304 %, due 2034 107 118 HGV Securitized Debt with a weighted average rate of 4.826 %, due 2037 170 188 HGV Securitized Debt with a weighted average rate of 5.937 %, due 2038 239 264 HGV Securitized Debt with a weighted average rate of 3.658 %, due 2039 86 95 Grand Islander Securitized Debt with a weighted average rate of 2.965 %, due 2029 — 15 Grand Islander Securitized Debt with a weighted average rate of 3.316 %, due 2033 50 55 Diamond Resorts Owner Trust 2021 with a weighted average rate of 2.160 %, due 2033 80 87 Bluegreen Securitized Debt with a weighted average rate of 3.354 %, due 2031 7 — Bluegreen Securitized Debt with a weighted average rate of 3.117 %, due 2032 16 — Bluegreen Securitized Debt with a weighted average rate of 4.019 %, due 2034 24 — Bluegreen Securitized Debt with a weighted average rate of 2.597 %, due 2036 52 — Bluegreen Securitized Debt with a weighted average rate of 4.599 %, due 2037 106 — Bluegreen Securitized Debt with a weighted average rate of 6.321 %, due 2038 179 — Quorum Purchase Facility with an average rate of 5.022 %, due 2034 8 — NBA Receivables Facility with an average rate of 7.240 %, due 2031 (5) 24 — Total non-recourse debt, gross 1,560 1,482 Less: unamortized deferred financing costs and discount (3)(4) ( 26 ) ( 16 ) Total non-recourse debt, net $ 1,534 $ 1,466 (1) As of March 31, 2024 and December 31, 2023, weighted-average interest rates were 4.969 % and 5.095 %, respectively. (2) The revolving commitment period of the Timeshare Facility terminates in March 2026; however, the repayment maturity date extends 12 months beyond the commitment termination date to March 2027. (3) Amount relates to securitized debt only and does not include unamortized deferred financing costs of $ 4 million and $ 2 million as of March 31, 2024 and December 31, 2023, respectively, relating to our Timeshare Facility included in Other Assets in our condensed consolidated balance sheets. (4) Amount also includes unamortized discount of $ 3 million related to the Grand Islander securitized debt recognized at the Grand Islander Acquisition Date and unamortized discount of $ 13 million related to the Bluegreen securitized and non-recourse debt recognized at the Bluegreen Acquisition Date. (5) Recourse on the NBA Receivables Facility is generally limited to the greater of 15 % of the outstanding borrowings and $ 5.0 million, subject to certain exceptions. The Timeshare Facility is a non-recourse obligation payable solely from the pool of timeshare financing receivables pledged as collateral and related assets. As of March 31, 2024, our Timeshare Facility has a remaining borrowing capacity of $ 460 million. In March 2024, we renewed our Timeshare Facility agreement under new terms, which include extending the commitment and maturity period to March 2026 and March 2027, respectively, and permitting to pledge as collateral certain timeshare loans associated to Grand Islander. On January 31, 2024, we terminated the Grand Islander Timeshare Facility. In connection with the Bluegreen Acquisition, we acquired an additional timeshare facility which was subsequently terminated in February 2024. We are required to deposit payments received from customers on the timeshare financing receivables securing the Timeshare Facility and Securitized Debt into depository accounts maintained by third parties. On a monthly basis, the depository accounts are utilized to make required principal, interest and other payments due under the respective loan agreements. The balances in the depository accounts were $ 62 million and $ 48 million as of March 31, 2024 and December 31, 2023, respectively, and were included in Restricted cash in our condensed consolidated balance sheets. 25 Table of Contents . Debt Maturities The contractual maturities of our debt and non-recourse debt as of March 31, 2024 were as follows: ($ in millions) Debt Non-recourse Debt Total Year 2024 (remaining nine months) $ 90 $ 255 $ 345 2025 26 269 295 2026 722 222 944 2027 22 457 479 2028 1,238 123 1,361 Thereafter 3,125 235 3,360 Total $ 5,223 $ 1,561 $ 6,784 NOTE 12: FAIR VALUE MEASUREMENTS The carrying amounts and estimated fair values of our financial assets and liabilities were as follows: March 31, 2024 Fair Value ($ in millions) Carrying Amount Level 1 Level 3 Assets: Timeshare financing receivables, net (1) $ 3,030 $ — $ 3,181 Liabilities: Debt, net (2) 5,144 3,384 1,704 Non-recourse debt, net (2) 1,534 1,209 326 December 31, 2023 Fair Value ($ in millions) Carrying Amount Level 1 Level 3 Assets: Timeshare financing receivables, net (1) $ 2,113 $ — $ 2,289 Liabilities: Debt, net (2) 3,049 2,496 483 Non-recourse debt, net (2) 1,466 867 592 (1) Carrying amount net of allowance for financing receivables losses. (2) Carrying amount net of unamortized deferred financing costs and discounts. Our estimates of the fair values were determined using available market information and appropriate valuation methods. Considerable judgment is necessary to interpret market data and develop the estimated fair values. The table above excludes interest rate swaps discussed below and cash and cash equivalents, restricted cash, accounts receivable and advanced deposits, all of which had fair values approximating their carrying amounts due to the short maturities and liquidity of these instruments. The estimated fair values of our originated and acquired timeshare financing receivables were determined using a discounted cash flow model. Our model incorporates default rates, coupon rates, credit quality and loan terms respective to the portfolio based on current market assumptions for similar types of arrangements. The estimated fair values of our Level 2 derivative financial instruments were determined utilizing projected future cash flows discounted based on an expectation of future interest rates derived from observable market interest rate curves and market volatility. Refer to Note 11: Debt and Non-recourse Debt above. 26 Table of Contents . The estimated fair values of our Level 1 debt and non-recourse debt were based on prices in active debt markets. The estimated fair values of our Level 3 debt and non-recourse debt were based on the following: • Debt – based on indicative quotes obtained for similar issuances and projected future cash flows discounted at risk-adjusted rates • Non-recourse debt – based on projected future cash flows discounted at risk-adjusted rates. NOTE 13: INCOME TAXES The effective tax rate for the three months ended March 31, 2024 and 2023 was approximately 73 % and 19 %, respectively. The effective tax rate increase year over year is primarily due to the impact of discrete items, primarily unrecognized tax benefits, relative to (loss) income before taxes. The difference between our effective tax rate as compared to the U.S. statutory federal tax rate of 21% is primarily due to the impact of state and foreign income taxes and discrete items, primarily unrecognized tax benefits. NOTE 14: SHARE-BASED COMPENSATION Stock Plan On May 3, 2023, the 2023 Omnibus Incentive Plan (“2023 Plan”) was approved by our shareholders to replace the 2017 Omnibus Incentive Plan and the 2017 Plan for Non-Employee Directors (the “2017 Plans”). The 2023 Plan authorizes the issuance of restricted stock units (“Service RSUs” or “RSUs”), nonqualified stock options (“Options”), time and performance-vesting restricted stock units (“Performance RSUs” or “PSUs”), and stock appreciation rights (“SARs”) to certain employees and directors. Pursuant to the 2023 Plan, 5,240,000 shares of our common stock are reserved for issuance. The 2017 Plans remain in place until all of the awards previously granted thereunder have been paid, forfeited or expired. Shares underlying awards that are canceled or forfeited under the 2017 Plans without the issuance of any shares are added to the 2023 Plan share pool. However, the shares which remained available for issuance under the 2017 Plans are no longer available for issuance, and all future awards will be granted pursuant to the 2023 Plan. On March 4, 2024, we filed a Registration Statement on Form S-8 to register 118,078 shares of common stock, par value $ 0.01 per share, of HGV’s Common Stock that may be issued under the 2023 Plan in accordance with, and subject to the terms and conditions of, an exception under Rule 303A.08 of the NYSE Listed Company Manual (“Rule 303A.08”). The shares of Common Stock registered represented the number of shares of Bluegreen common stock that were available for issuance under the Bluegreen’s 2021 Incentive Plan immediately prior to the Bluegreen Acquisition, as appropriately adjusted to reflect the Bluegreen Acquisition and assumed by us, in accordance with Rule 303A.08. On March 5, 2024, our Board of Directors approved transaction incentive awards (“Transaction Incentive Awards”) in connection with the Bluegreen Acquisition consisting of Performance RSUs and performance-based cash awards (the “Performance Cash Awards”) for certain executive officers and employees. The Transaction Incentive Awards were granted under, and pursuant to the terms and conditions of, the 2023 Plan, and the award agreements approved by the Compensation Committee. The Performance Cash Awards are $ 8.1 million and are payable based on the level of achievement of pre-established performance goals relating to run rate cost savings following an 18-month performance period commencing on the Bluegreen Acquisition Date, and ending on June 30, 2025, except that fifty percent ( 50 %) of the Performance Cash Award is eligible to vest and be payable on September 30, 2024, if certain run rate cost savings goals are achieved by such date. As of March 31, 2024, there were 4,163,724 shares of common stock available for future issuance under the 2023 plan. We recognized share-based compensation expense of $ 9 million and $ 10 million for the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024, unrecognized compensation costs for unvested awards was approximately $ 83 million, which is expected to be recognized over a weighted average period of 1.7 years. Service RSUs During the three months ended March 31, 2024, we issued 603,049 Service RSUs with a grant date fair value of $ 44.32 , which generally vest in equal annual installments over three years from the date of grant. Options During the three months ended March 31, 2024 , we granted 366,886 Options with an exercise price of $ 44.32 , which generally vest over three years from the date of the grant. The weighted-average grant date fair value of these Options was $ 22.56 , which was determined using the Black-Scholes-Merton option-pricing model with the assumptions included in the table below. Expected volatility is calculated 27 Table of Contents . using the historical volatility of our share price. Risk-free rate is based on the Treasury Constant Maturity Rate closest to the expected life as of the grant date. Expected term is estimated using the vesting period and contractual term of the Options. Expected volatility 47.7 % Dividend yield (1) — % Risk-free rate 4.1 % Expected term (in years) 6.0 (1) At the date of grant we had no plans to pay dividends during the expected term of these options. As of March 31, 2024, we had 1,916,365 Options outstanding that were exercisable. Performance RSUs During the three months ended March 31, 2024, we issued 142,629 Performance RSUs with a grant date fair value of $ 44.32 . The Performance RSUs are settled at the end of a 3-year performance period, with 50 % of the Performance RSUs subject to achievement based on the Company’s adjusted earnings before interest expense, taxes and depreciation and amortization, further adjusted for net deferral and recognition of revenues and related direct expenses related to sales of VOIs of projects under construction. The remaining 50 % of the Performance RSUs are subject to the achievement of certain contract sales targets. As part of the Transaction Incentive Awards, we issued 275,477 Performance RSUs with a grant date fair value of $ 44.32 . These Performance RSUs are settled at the end of a 2-year performance period commencing as of the Bluegreen Acquisition Date, with 50 % of the Performance RSUs subject to achievement based on the Company’s adjusted earnings before interest expense, taxes and depreciation and amortization, further adjusted for net deferral and recognition of revenues and related direct expenses related to sales of VOIs of projects under construction. The remaining 50 % of the Performance RSUs are subject to the achievement of certain run rate cost savings. These Performance RSUs are subject to the executive’s continued employment with the Company. We determined that the performance conditions for our Performance RSUs are probable of achievement and, for the three months ended March 31, 2024, and 2023, we recognized compensation expense based on the number of Performance RSUs we expect to vest. Employee Stock Purchase Plan In March 2017, the Board of Directors adopted the Hilton Grand Vacations Inc. Employee Stock Purchase Plan (the “ESPP”), which became effective during 2017. In connection with the ESPP, we issued 2.5 million shares of common stock which may be purchased under the ESPP. The Board of Directors amended the ESPP plan in 2022 to allow eligible employees to purchase shares of our common stock at a price per share not less than 85 % of the fair market value per share of common stock on the first day of the Purchase Period or the last day of the Purchase Period, whichever is lower, up to a maximum threshold established by the plan administrator for the offering period. The amendment became effective in 2023. During the three months ended March 31, 2024 and 2023, we recognized less than $ 1 million of compensation expense related to this plan, respectively. 28 Table of Contents . NOTE 15: (LOSS)/EARNINGS PER SHARE The following tables present the calculation of our basic and diluted earnings per share (“EPS”) and the corresponding weighted average shares outstanding referenced in these calculations: Three Months Ended March 31, ($ and shares outstanding in millions, except per share amounts) 2024 2023 Basic EPS: Numerator: Net (loss) income attributable to stockholders $ ( 4 ) $ 73 Denominator: Weighted average shares outstanding 105.1 112.7 Basic EPS (1) $ ( 0.04 ) $ 0.65 Diluted EPS: Numerator: Net (loss) income attributable to stockholders $ ( 4 ) $ 73 Denominator: Weighted average shares outstanding 105.1 114.4 Diluted EPS (1) $ ( 0.04 ) $ 0.64 Basic weighted average shares outstanding 105.1 112.7 RSUs (2) , PSUs (3) , Options (4) and ESPP — 1.7 Diluted weighted average shares outstanding 105.1 114.4 (1) Earnings per share amounts are calculated using whole numbers. (2) Excludes approximately 136,000 shares of RSUs that would have been anti-dilutive to EPS for the three months ended March 31, 2023 under the treasury stock method. These RSUs could potentially dilute EPS in the future. (3) Excludes approximately 33,000 shares of PSUs that would have been anti-dilutive to EPS for the three months ended March 31, 2023 under the treasury stock method. These PSUs could potentially dilute EPS in the future. (4) Excludes approximately 530,000 shares of Options that would have been anti-dilutive to EPS for the three months ended March 31, 2023 under the treasury stock method. These Options could potentially dilute EPS in the future. The dilutive effect of outstanding share-based compensation awards is reflected in diluted earnings per common share by application of the treasury stock method using average market prices during the period. Potentially dilutive shares of 1,553,010 for the three months ended March 31, 2024, were excluded from the calculation of diluted weighted average shares outstanding and diluted earnings per share as a result of our net loss position. Share Repurchases On May 3, 2023, our Board of Directors approved a new share repurchase program authorizing the Company to repurchase up to an aggregate of $ 500 million of its outstanding shares of common stock over a two-year period (the “2023 Repurchase Plan”). The following table summarizes stock repurchase activity under the share repurchase program as of March 31, 2024: (in millions) Shares Cost As of December 31, 2023 4 $ 141 Repurchases 2 99 As of March 31, 2024 6 $ 240 From April 1, 2023 through April 30, 2024, we repurchased approximately 1.1 million shares for $ 47 million. As of April 30, 2024, we had $ 213 million of remaining availability under the 2023 Repurchase Plan. NOTE 16: RELATED PARTY TRANSACTIONS BRE Ace LLC and 1776 Holding, LLC We hold an ownership interest in BRE Ace LLC, a VIE, which owns a timeshare resort property and related operations, commonly known as “Elara, by Hilton Grand Vacations.” 29 Table of Contents . We hold an ownership interest in 1776 Holding, LLC, a VIE, which owns a timeshare resort property and related operations, known as “Liberty Place Charleston, by Hilton Club.” We record Equity in earnings from our unconsolidated affiliates in our unaudited condensed consolidated statements of operations. See Note 9: Investments in Unconsolidated Affiliates for additional information. Additionally, we earn commissions and other fees related to fee-for-service agreements with the investees to sell VOIs at Elara, by Hilton Grand Vacations and Liberty Place Charleston, by Hilton Club. These amounts are summarized in the following table and are included in Sales, marketing, brand, and other fees on our unaudited condensed consolidated statements of operations as of the date they became related parties. Three Months Ended March 31, ($ in millions) 2024 2023 Equity in earnings from unconsolidated affiliates $ 5 $ 3 Commissions and other fees 36 52 We also had $ 4 million and $ 19 million of outstanding receivables related to the fee-for-service agreements included in Accounts receivable, net on our condensed consolidated balance sheets as of March 31, 2024 and December 31, 2023, respectively. NOTE 17: BUSINESS SEGMENTS We operate our business through the following two reportable segments: • Real estate sales and financing – We market and sell VOIs that we own. We also source VOIs through fee-for-service agreements with third-party developers. Related to the sales of the VOIs that we own, we provide consumer financing, which includes interest income generated from the origination of consumer loans to customers to finance their purchase of VOIs and revenue from servicing the loans. We also generate fee revenue from servicing the loans provided by third-party developers to purchasers of their VOIs. • Resort operations and club management – We manage the Clubs and earn activation fees, annual dues and transaction fees from member exchanges for other vacation products. We also earn fees for managing the timeshare properties. We generate rental revenue from unit rentals of unsold inventory and inventory made available due to ownership exchanges under our Club programs. We also earn revenue from food and beverage, retail and spa outlets at our timeshare properties. The performance of our operating segments, which are also our reportable segments, is evaluated primarily based on adjusted earnings before interest expense (excluding non-recourse debt), taxes, depreciation and amortization (“EBITDA”). We define Adjusted EBITDA as EBITDA, further adjusted to exclude certain items, including, but not limited to, gains, losses and expenses in connection with: (i) other gains, including asset dispositions and foreign currency transactions; (ii) debt restructurings/retirements; (iii) non-cash impairment losses; (iv) share-based and other compensation expenses; and (v) other items, including but not limited to costs associated with acquisitions, restructuring, amortization of premiums and discounts resulting from purchase accounting, and other non-cash and one-time charges. We define Adjusted EBITDA Attributable to Stockholders as Adjusted EBITDA excluding amounts attributable to the noncontrolling interest in Big Cedar, the joint venture in which HGV owns a 51 % interest. We do not include equity in earnings (losses) from unconsolidated affiliates in our measures of segment operating performance. 30 Table of Contents . The following table below presents revenues for our reportable segment results which include the acquired Grand Islander and Bluegreen operations, within both segments and as of their respective acquisition dates, reconciled to consolidated amounts: Three Months Ended March 31, ($ in millions) 2024 2023 Revenues: Real estate sales and financing $ 687 $ 550 Resort operations and club management (1) 360 302 Total segment revenues 1,047 852 Cost reimbursements 122 95 Intersegment eliminations (1) ( 13 ) ( 13 ) Total revenues $ 1,156 $ 934 (1) Includes charges to the Real estate sales and financing segment from the Resort operations and club management segment for fulfillment of discounted marketing package stays at resorts. The following table presents Adjusted EBITDA for our reportable segments reconciled to net income: Three Months Ended March 31, ($ in millions) 2024 2023 Adjusted EBITDA: Real estate sales and financing (1) $ 206 $ 169 Resort operations and club management (1) 134 109 Segment Adjusted EBITDA 340 278 Acquisition and integration-related expense ( 109 ) ( 17 ) General and administrative ( 45 ) ( 42 ) Depreciation and amortization ( 62 ) ( 51 ) License fee expense ( 35 ) ( 30 ) Other (loss) gain, net ( 5 ) 1 Interest expense ( 79 ) ( 44 ) Income tax benefit (expense) 11 ( 17 ) Equity in earnings from unconsolidated affiliates 5 3 Impairment expense ( 2 ) — Other adjustment items (2) ( 21 ) ( 8 ) Net (loss) income ( 2 ) 73 Income attributable to noncontrolling interest 2 — Net (loss) income attributable to stockholders $ ( 4 ) $ 73 (1) Includes intersegment transactions. Refer to our table presenting revenues by reportable segment above for additional discussion. (2) For the three months ended March 31, 2024 and 2023, these amounts include costs associated with stock-based compensation, restructuring, one-time charges and other non-cash items included within our reportable segments. NOTE 18: COMMITMENTS AND CONTINGENCIES Commitments We have fulfilled certain arrangements with developers where we were committed to purchase vacation ownership units or other real estate at a future date to be marketed and sold under our Hilton Grand Vacations brand. As of March 31, 2024, there are no future inventory commitments and we have not entered into new arrangements with developers. We are also committed to an agreement to exchange parcels of land in Hawaii, subject to the successful completion of zoning, land use requirements and other applicable regulatory requirements. The actual amount and timing of the acquisitions are 31 Table of Contents . subject to change pursuant to the terms of the respective arrangements, which could also allow for cancellation in certain circumstances. During the three months ended March 31, 2024, we fulfilled $ 27 million of purchases required under our inventory commitments for properties in Japan and completed the payment of $ 17 million related to the inventory commitment in South Carolina included within Accounts payable, accrued expenses and othe r as of December 31, 2023. As of March 31, 2024, our remaining obligations were expected to be incurred as follows: ($ in millions) 2024 (remaining) 2025 2026 2027 2028 Thereafter Total Marketing and License Fee Agreements 21 $ 49 $ 64 $ 78 $ 83 $ 196 $ 491 Other commitments (1) 6 4 2 1 1 2 16 Total $ 27 $ 53 $ 66 $ 79 $ 84 $ 198 $ 507 (1) Primarily relates to commitments related to information technology, and sponsorships. Bass Pro Shops Marketing Agreement Commitments We entered into a new 10-year exclusive marketing agreement with Bass Pro Shops (“Bass Pro”), a nationally-recognized retailer of fishing, marine, hunting, camping and sports gear, that provides us with the right to market and sell vacation packages at kiosks in Bass Pro’s and Cabela's retail locations and through other means. As a part of this agreement, we are required to make certain minimum annual payments and certain variable payments based upon the number of travel packages sold during the year or the number of Bass Pro and Cabela's retail locations HGV maintains during the year. As of March 31, 2024, HGV had sales and marketing operations at a total of 132 Bass Pro Shops and Cabela’s Stores, including 16 virtual kiosks. Litigation Contingencies We are involved in litigation arising from the normal course of business, some of which include claims for substantial sums. We evaluate these legal proceedings and claims at each balance sheet date to determine the degree of probability of an unfavorable outcome and, when it is probable that a liability has been incurred, our ability to reasonably estimate the amount of loss. We record a contingent litigation liability when it is determined that it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. As of March 31, 2024, we accrued liabilities of approximately $ 20 million for all legal matters, none of which relate to the judgment entered against Diamond in March 2022 in connection with a case filed in 2015 ( O’Malley v. Diamond Resorts Management, Inc. ). As of March 31, 2024, the judgment entered in O’Malley v. Diamond Resorts Management, Inc. was fully satisfied for approximately $ 104 million. Of this $ 104 million, we made a payment of approximately $ 50 million and our insurance policies covered the remaining $ 54 million. Since we received the portion from our insurance policies, we no longer have an insurance claim receivable within Accounts receivable, net in our unaudited condensed consolidated balance sheet as of March 31, 2024. During the three months ended March 31, 2024, we recognized charges of approximately $ 2 million to General and administrative in our unaudited condensed consolidated statement of operations that represents the amount of the settlement liability not deemed probable of recovery from the insurance carriers, prior to the full settlement of the matter. While we currently believe that the ultimate outcome of these proceedings, individually and in the aggregate, will not have a material effect on the Company’s financial condition, cash flows, or materially adversely affect overall trends in our results of operations, legal proceedings are inherently uncertain and unfavorable rulings could, individually or in aggregate, have a material adverse effect on the Company’s business, financial condition or results of operations. Surety Bonds We utilize surety bonds related to the sales of VOIs in order to meet regulatory requirements of certain states. The availability, terms and conditions and pricing of such bonding capacity are dependent on, among other things, continued financial strength and stability of the insurance company affiliates providing the bonding capacity, general availability of such capacity and our corporate credit rating. We have commitments from surety providers in the amount of $ 503 million as of March 31, 2024, which primarily consist of escrow, construction and subsidy related bonds. 32 Table of Contents . NOTE 19: SUBSEQUENT EVENTS On April 25, 2024, we completed a $ 240 million securitization of legacy Bluegreen Vacations timeshare loans through Hilton Grand Vacations Trust 2024-1B with an overall weighted average interest rate of 6.42 % and an overall advance rate of 90.5 %. The proceeds will primarily be used to pay down debt and for other general corporate purposes. 33 Table of Contents .