What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2024-08-08 compared with 2024-05-09 · 178 added, 196 removed, 383 unchanged (49% of the section changed)

7 unchanged sentences

HGV cautions you that our forward-looking statements involve known and unknown risks, uncertainties and other factors, including those that are beyond HGV’s control, which may cause the actual results, performance or achievements to be materially different from the future results.

Any one or more of these risks or uncertainties, including those related to HGV's acquisition of Bluegreen, could adversely impact HGV’s operations, revenue, operating profits and margins, key business operational metrics discussed under “—Operational Metrics” below, financial condition or credit rating.

Any one or more of these risks or uncertainties, including those related to HGV’s acquisition and integration of Bluegreen, could adversely impact HGV’s operations, revenue, operating profits and margins, key business operational metrics discussed under “—Operational Metrics” below, financial condition or credit rating.

For additional information regarding factors that could cause HGV’s actual results to differ materially from those expressed or implied in the forward-looking statements in this Quarterly Report on Form 10-Q, please see the risk factors discussed in “Part I—Item 1A.

17 unchanged sentences

GAAP”), and financial measures that are not calculated in accordance with U.S.

GAAP, including earnings before interest expense (excluding interest expense relating to our non-recourse debt), taxes and depreciation and amortization (“EBITDA”), Adjusted EBITDA, Adjusted EBITDA Attributable to Stockholders,

Table of Contents .

fee-for-service commissions and brand fees, sales and marketing expense, net, sales revenue, real estate expense, and profits and profit margins for our real estate, financing, resort and club management, and rental and ancillary services.

GAAP, including earnings before interest expense (excluding interest expense relating to our non-recourse debt),

taxes and depreciation and amortization (“EBITDA”), Adjusted EBITDA, Adjusted EBITDA Attributable to Stockholders, fee-for-service commissions and brand fees, sales and marketing expense, net, sales revenue, real estate expense, and profits and profit margins for our real estate, financing, resort and club management, and rental and ancillary services.

Operational Metrics

4 unchanged sentences

Our operations primarily consist of:

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

selling VOIs for us and third parties;

financing and servicing loans provided to consumers for their VOI 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 have 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.

and managing our clubs and exchange programs that include HGV Max, Hilton Grand Vacations Club, Hilton Club, Diamond clubs and Bluegreen Vacation Club (collectively referred to as “Clubs”).

As of June 30, 2024, we have 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, South Carolina and Virginia, inclusive of the new locations we have expanded into through the Bluegreen Acquisition.

Our properties feature spacious, condominium-style accommodations with superior amenities and quality service.

We are in the process of rebranding many of the Diamond properties and anticipate rebranding the majority of Bluegreen properties.

As of March 31, 2024, we expect to begin rebranding of certain Bluegreen properties during the fourth quarter of 2024 to the Hilton Grand Vacations brands and Hilton standards.

As of March 31, 2024, we had approximately 718,000 members across our Club offerings.

We expect to begin rebranding of certain Bluegreen properties during the fourth quarter of 2024 to the Hilton Grand Vacations brands and Hilton standards.

As of June 30, 2024, we had approximately 720,000 members across our Club offerings.

Based on the type of Club membership, certain members have the flexibility to exchange their VOIs for stays at any Hilton Grand Vacations resort, any property in the Hilton system of 23 industry-leading brands across approximately 7,600 properties, or affiliated properties, as well as numerous experiential vacation options, such as cruises and guided tours, or they have the option to exchange their VOI for various other timeshare resorts throughout the world through an external exchange program, including travel services options.

4 unchanged sentences

Real Estate Sales and Financing

Our primary deeded product includes the marketing and selling of fee-simple VOIs deeded in perpetuity and right to use real estate interests, developed either by us or by third parties.

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

Through the Bluegreen Acquisition, we also offer a points based use right in perpetuity coupled with a freehold estate whereby upon purchase of a VOI, the purchaser directs conveyance of the VOI to the trustee of the Bluegreen Vacation Club who holds the timeshare interest pursuant to the Bluegreen Vacation Club Trust Agreement, dated as of May 18, 1994.

At the time of conveyance of the timeshare interest, the purchaser becomes a member and is designated an "Owner Beneficiary" of the Bluegreen Vacation Club.

Bluegreen Vacation Club members may use their allotment of points for stays at Bluegreen’s resorts or other hotels and resorts available through partnerships and exchange networks.

Our primary trust VOI product is the marketing and selling of beneficial interests in one of our Collections, which are represented by an annual or biennial allotment of points that can be utilized for vacations at any of the resorts in that Collection.

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

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

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

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

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

Table of Contents .

Through the Bluegreen Acquisition, we also offer a points-based use right in perpetuity coupled with a freehold estate whereby upon purchase of a VOI, the purchaser directs conveyance of the VOI to the trustee of the Bluegreen Vacation Club who holds the timeshare interest pursuant to the Bluegreen Vacation Club Trust Agreement, dated as of May 18, 1994.

At the time of conveyance of the timeshare interest, the purchaser becomes a member and is designated an

"Owner Beneficiary" of the Bluegreen Vacation Club.

Bluegreen Vacation Club members may use their allotment of points for stays at Bluegreen’s resorts or other hotels and resorts available through partnerships and exchange networks.

Traditionally, timeshare operators have funded 100% of the investment necessary to acquire land and construct timeshare properties.

4 unchanged sentences

Both sales of owned inventory and fee-for-service sales generate long-term, predictable fee streams, by adding to the Club membership base and properties under management, that generate strong returns on invested capital.

For the three months ended March 31, 2024, sales from fee-for-service and just-in-time inventory were 16%, and 25% of contract sales, respectively.

For the six months ended June 30, 2024, sales from fee-for-service and just-in-time inventory were 18%, and 23% of contract sales, respectively.

See “ Key Business and Financial Metrics — Real Estate Sales Operating Metrics ” for additional discussion of contract sales.

8 unchanged sentences

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

With the Bluegreen Acquisition, our marketing and sales activities also includes marketing relationships with nationally-recognized consumer brands, such as Bass Pro, a nationally-recognized retailer of fishing, marine, hunting, camping and sports gear, and Choice Hotels.

HGV signed a new 10-year exclusive marketing agreement with Bass Pro that provides HGV 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 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.

With the Bluegreen Acquisition, our marketing and sales activities also include marketing relationships with nationally-recognized consumer brands, such as Bass Pro, a nationally-recognized retailer of fishing, marine, hunting, camping and sports gear, and Choice Hotels.

In November 2023, HGV signed a 10-year exclusive marketing agreement with Bass Pro that provides HGV with the right to market and sell vacation packages at kiosks in Bass Pro’s and Cabela’s retail locations and through other means.

This agreement became effective on the Bluegreen Acquisition Date.

As of June 30, 2024, HGV had sales and marketing operations at a total of 132 Bass Pro Shops and Cabela’s Stores, including 12 virtual kiosks.

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

1 unchanged sentence

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

For the three months ended March 31, 2024, 76% of our contract sales were to our existing owners, compared to 69% for the three months ended March 31, 2023.

For the six months ended June 30, 2024, 71% of our contract sales were to our existing owners, compared to 69% for the six months ended June 30, 2023.

We provide financing for members purchasing our developed and acquired inventory and generate interest income on the loans.

Our timeshare financing receivables are collateralized by the underlying VOIs and are generally structured as 10-year , fully-amortizing loans that bear a fixed interest rate typically ranging from 2.5% to 25% per annum.

Financing propensity was 65% and 59% for the three months ended March 31, 2024 and 2023, respectively.

Financing propensity was 65% and 61% for the six months ended June 30, 2024 and 2023, respectively.

We calculate financing propensity as contract sales volume of financed contracts originated in the period divided by contract sales volume of all contracts originated in the period.

2 unchanged sentences

and Canadian borrowers at the time of origination were as follows:

Three Months Ended March 31,

Six Months Ended June 30,

Weighted-average FICO score 738 736

Table of Contents .

Prepayment is permitted without penalty.

27 unchanged sentences

GAAP, we believe contract sales to be an important operational metric, reflective of the overall volume and pace of sales in our business and believe it provides meaningful comparability of our results to the results of our competitors which may source their VOI products differently.

We believe that the presentation of contract sales on a combined basis (fee-for-service, just-in-time, developed and points-based) is most appropriate for the purpose of the operating metric;

We believe that the presentation of contract sales on a combined basis (fee-for-service, just-in-time,

developed and points-based) is most appropriate for the purpose of the operating metric;

additional information regarding the split of contract sales, is included in “—Real Estate” below.

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

• Volume per guest (“VPG”) represents the sales attributable to tours at our sales locations and is calculated by dividing contract sales, excluding telesales, by tour flow.

• VPG represents the sales attributable to tours at our sales locations and is calculated by dividing contract sales, excluding telesales, by tour flow.

We consider VPG to be an important operating measure because it measures the effectiveness of our sales process, combining the average transaction price with the closing rate.

Table of Contents .

EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders

7 unchanged sentences

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.

Adjusted EBITDA Attributable to Stockholders is Adjusted EBITDA excluding amounts attributable to the noncontrolling interest in 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.

Adjusted EBITDA Attributable to Stockholders is Adjusted EBITDA excluding amounts attributable to the noncontrolling interest in Bluegreen/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.

EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders are not recognized terms under U.S.

16 unchanged sentences

GAAP financial measure.

Table of Contents .

Non-GAAP Measures within Our Segments

24 unchanged sentences

In addition, our calculation of such measures may not be comparable to similarly titled measures of other companies.

Furthermore, these measures have limitations as analytical tools and should not be considered either in isolation or as a substitute for net income or other methods of analyzing our results as reported under U.S.

Furthermore, these measures have limitations as analytical tools and should not be considered either in isolation

or as a substitute for net income or other methods of analyzing our results as reported under U.S.

Such limitations include the fact that these measures only include those revenues and expenses related to one of the four specified operating activities as opposed to on a consolidated basis, and other limitations that are similar to those discussed above under “EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders.” See below under “ Reconciliation of Non-GAAP Profit Measures to GAAP Measure ” for reconciliation of these four profit measures to net income, our most comparable U.S.

GAAP financial measure.

Table of Contents .

Results of Operations

Three Months Ended March 31, 2024 Compared with the Three Months Ended March 31, 2023

Three and Six Months Ended June 30, 2024 Compared with the Three and Six Months Ended June 30, 2023

Segment Results

The following tables present our revenues by segment.

We do not include equity in earnings (losses) from unconsolidated affiliates in our measures of segment operating performance.

Three Months Ended March 31, Variance

We do not include equity in earnings from unconsolidated affiliates in our measures of segment operating performance.

Three Months Ended June 30, Variance Six Months Ended June 30, Variance

($ in millions) 2024 2023 $ % 2024 2023 $ %

9 unchanged sentences

Business Segments in our unaudited condensed consolidated financial statements for details on the intersegment eliminations.

Real estate sales and financing segment revenues increased by $137 million for the three months ended March 31, 2024, compared to the same period in 2023, primarily due to a $77 million increase in sales revenue and a $30 million increase in financing revenue.

Excluding the impact of the Bluegreen Acquisition, Real estate sales and financing revenues were flat when compared to the same period in the prior year.

The sales revenue increase is driven by an increase in Sales of VOIs, net of $120 million primarily resulting from a $2 million decrease in net deferrals of sales of VOIs under construction, and $108 million increase in contract sales driven by the Bluegreen Acquisition.

Real estate sales and financing segment revenues were also impacted by a $34 million higher provision for financing receivable losses and lower commissions earned on sales of fee-for-service properties.

This was partially offset by a $30 million increase in financing revenue primarily related to an increase in our loan portfolio balance driven by the Bluegreen Acquisition and an increase in the weighted average interest rate earned.

Resort operations and club management segment revenues increased by $58 million for the three months ended March 31, 2024, compared to the same period in 2023.

Excluding the impact of $29 million related to the Bluegreen Acquisition, Resort operations and club management segment revenues increased $29 million, primarily due to an increase in occupied room nights and higher daily rates compared to the same period in 2023.

For the three months ended March 31, 2024, the additional increase in Resort operations and club management revenue was due to an increase in resort management revenue, primarily driven by higher fees.

Table of Contents .

The following table reconciles net income, our most comparable U.S.

GAAP financial measure, to EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders:

Three Months Ended March 31, Variance (1)

Three Months Ended June 30, Variance (1)

Six Months Ended June 30, Variance (1)

($ in millions) 2024 2023 $ % 2024 2023 $ %

Net (loss) income attributable to stockholders $ (4) $ 73 $ (77) NM

Net income (loss) attributable to stockholders $ 2 $ 80 $ (78) (97.5) $ (2) $ 153 $ (155) NM

Net income attributable to noncontrolling interest

Net (loss) income (2) 73 (75) NM

2 — 2 100.0 4 — 4 100.0

Net income 4 80 (76) (95.0) 2 153 (151) (98.7)

Interest expense 87 44 43 97.7 166 88 78 88.6

Income tax (benefit) expense

Income tax expense (benefit)

3 35 (32) (91.4) (8) 52 (60) NM

Depreciation and amortization 68 52 16 30.8 130 103 27 26.2

Interest expense, depreciation and amortization included in equity in earnings from unconsolidated affiliates 1 — 1 100.0

Interest expense, depreciation and amortization included in equity in earnings from unconsolidated affiliates 2 1 1 100.0 3 1 2 NM

EBITDA 164 212 (48) (22.6) 293 397 (104) (26.2)

Other loss (gain), net

3 (3) 6 NM 8 (4) 12 NM

Share-based compensation expense 18 16 2 12.5 27 26 1 3.8

Impairment expense — 3 (3) (100.0) 2 3 (1) (33.3)

Acquisition and integration-related expense 109 17 92 NM

Acquisition and integration-related expense 48 13 35 NM 157 30 127 NM

Other adjustment items (2)

33 7 26 NM 55 14 41 NM

Adjusted EBITDA 266 248 18 7.3 542 466 76 16.3

Adjusted EBITDA attributable to noncontrolling interest

Total Adjusted EBITDA attributable to stockholders

4 — 4 100.0 7 — 7 100.0

Adjusted EBITDA attributable to stockholders

$ 262 $ 248 $ 14 5.6 $ 535 $ 466 $ 69 14.8

(1) NM - fluctuation in terms of percentage change is not meaningful.

(2) These amounts include costs associated with restructuring, one-time charges, other non-cash items, and amortization of fair premiums and discounts resulting from purchase accounting.

(2) These amounts include costs associated with restructuring, one-time charges, other non-cash items, and amortization of fair value premiums and discounts resulting from purchase accounting.

We evaluate our business segment operating performance using segment Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders, as described in Note 17:

1 unchanged sentence

For a discussion of our definition of EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders, how management uses them to manage our business and material limitations on their usefulness, refer to “—Key Business and Financial Metrics—EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders.” The following table reconciles our segment Adjusted EBITDA to Adjusted EBITDA to Adjusted EBITDA Attributable to Stockholders:

Three Months Ended March 31, Variance

Three Months Ended June 30, Variance Six Months Ended June 30, Variance

($ in millions) 2024 2023 $ % 2024 2023 $ %

10 unchanged sentences

Adjusted EBITDA attributable to noncontrolling interest

4 — 4 100.0 7 — 7 100.0

Total Adjusted EBITDA attributable to stockholders

2 unchanged sentences

(2) Adjusts for segment related share-based compensation, depreciation and other adjustment items.

Real estate sales and financing Adjusted EBITDA increased by $37 million for the three months ended March 31, 2024, compared to the same period in 2023.

For the same period, Real estate sales and financing Adjusted EBITDA increased $1 million, excluding the $36 million impact related to the Bluegreen Acquisition, primarily due to higher Sales of VOIs, net and financing revenues, mostly offset by an increase in marketing costs due to our emphasis in adding new

Table of Contents .

owners, which typically carry a higher cost per tour, lower commissions earned on sales of fee-for-service properties, and higher financing expenses.

Real estate sales and financing Adjusted EBITDA increased by $4 million and $41 million, respectively, for the three and six months ended June 30, 2024, compared to the same period in 2023.

For the same periods, Real estate sales and financing Adjusted EBITDA decreased $43 million and $42 million, respectively, excluding the $47 million and $83 million impact related to the Bluegreen Acquisition, primarily due to decreases in Sales, marketing, brand and other fees revenue, partially offset by increases in financing revenue and increases in financing expense.

Refer to “—Real Estate” and “—Financing” for further discussion on the revenues and expenses of the Real estate sales and financing segment.

Resort operations and club management segment adjusted EBITDA increased by $25 million for the three months ended March 31, 2024, compared to the same period in 2023.

For the same period, Resort operations and club management segment adjusted EBITDA increased $15 million, excluding the $10 million impact related to the Bluegreen Acquisition, primarily due to the increase in Resort and club management and rental revenues described above, partially offset by an increase in resort and club management expenses due to personnel-related costs incurred to service increased arrivals and transaction activity.

Resort operations and club management segment adjusted EBITDA increased by $29 million for the three months ended June 30, 2024, compared to the same period in 2023.

For the same period, Resort operations and club management segment Adjusted EBITDA remained relatively consistent, excluding the $25 million impact related to the Bluegreen Acquisition.

Resort operations and club management segment adjusted EBITDA increased by $54 million for the six months ended June 30, 2024, compared to the same period in 2023.

For the same period, Resort operations and club management segment Adjusted EBITDA increased by $19 million, excluding the $35 million impact related to the Bluegreen Acquisition, primarily due to increases in resort and club management revenue and rental and ancillary services revenue partially offset by increases in resort and club management and rental expenses.

Refer to “— Resort and Club Management” and “—Rental and Ancillary Services” for further discussion on the revenues and expenses of the Resort operations and club management segment.

2 unchanged sentences

GAAP financial measure, to EBITDA and the total of our real estate, financing, resort and club management, and rental and ancillary services profit measures.

Three Months Ended March 31, Variance (1)

Three Months Ended June 30, Variance (1)

Six Months Ended June 30, Variance (1)

($ in millions) 2024 2023 $ % 2024 2023 $ %

Net (loss) income attributable to stockholders $ (4) $ 73 $ (77) NM

Net income (loss) attributable to stockholders $ 2 $ 80 $ (78) (97.5) $ (2) $ 153 $ (155) NM

Net income attributable to noncontrolling interest

Net (loss) income (2) 73 (75) NM

2 — 2 100.0 4 — 4 100.0

Net income 4 80 (76) (95.0) 2 153 (151) (98.7)

Interest expense 87 44 43 97.7 166 88 78 88.6

Income tax (benefit) expense

Income tax expense (benefit)

3 35 (32) (91.4) (8) 52 (60) NM

Depreciation and amortization 68 52 16 30.8 130 103 27 26.2

Interest expense, depreciation and amortization included in equity in earnings from unconsolidated affiliates 1 — 1 100.0

Interest expense, depreciation and amortization included in equity in earnings from unconsolidated affiliates 2 1 1 100.0 3 1 2 NM

EBITDA 164 212 (48) (22.6) 293 397 (104) (26.2)

Other loss (gain), net

3 (3) 6 NM 8 (4) 12 NM

Equity in earnings from unconsolidated affiliates (2)

1 unchanged sentence

Impairment expense

— 3 (3) (100.0) 2 3 (1) (33.3)

License fee expense 40 34 6 17.6 75 64 (11) 17.2

Acquisition and integration-related expense 109 17 92 NM

Acquisition and integration-related expense 48 13 35 NM 157 30 127 NM

General and administrative 58 48 10 20.8 103 90 13 14.4

6 unchanged sentences

(1) NM - fluctuation in terms of percentage change is not meaningful.

(2) Excludes impact of interest expense, depreciation and amortization included in equity in earnings from unconsolidated affiliates of $1 million for the three months ended March 31, 2024.

Table of Contents .

(2) Excludes impact of interest expense, depreciation and amortization included in equity in earnings from unconsolidated affiliates of $2 million and $3 million, respectively, for the three and six months ended June 30, 2024 and $1 million for both the three and six months ended June 30, 2023.

Reconciliation of Non-GAAP Real Estate Measures to GAAP Measures

2 unchanged sentences

GAAP financial measure, to Sales and marketing expense, net.

Fee-for-service commissions and brand fees and Sales and marketing, net, are used in calculating our real estate profit and real estate profit margin.

Fee-for-service commissions and brand fees and Sales and marketing expense, net, are used in calculating our real estate profit and real estate profit margin.

See “Real Estate Sales and Financing Segment—Real Estate” below.

Three Months Ended March 31, Variance

Three Months Ended June 30, Variance Six Months Ended June 30, Variance

($ in millions) 2024 2023 $ % 2024 2023 $ %

14 unchanged sentences

The following table represents deferrals and recognitions of Sales of VOI revenue and direct costs for properties under construction:

Three Months Ended March 31, Variance

Three Months Ended June 30, Variance Six Months Ended June 30, Variance

($ in millions) 2024 2023 $ 2024 2023 $

1 unchanged sentence

Sales of VOIs recognitions 7 — 7 48 4 44

Net Sales of VOIs recognitions (deferrals)

Net Sales of VOIs (deferrals)

(13) (6) (7) (11) (2) (9)

Cost of VOI sales (deferrals) (6) (1) (5) (17) (1) (16)

Cost of VOI sales recognitions 2 — 2 12 1 11

Net Cost of VOI sales (deferrals) recognitions (1) 1 (2)

Net Cost of VOI sales (deferrals)

(4) (1) (3) (5) — (5)

Sales and marketing expense (deferrals) (2) (1) (1) (8) (1) (7)

Sales and marketing expense recognitions 1 — 1 7 1 6

Net Sales and marketing expense recognitions (deferrals)

Net construction recognitions

Table of Contents .

Net Sales and marketing expense (deferrals)

(1) (1) — (1) — (1)

Net construction (deferrals)

$ (8) $ (4) $ (4) $ (5) $ (2) $ (3)

See “Reconciliation of Profit Measures to GAAP Measure” above.

Three Months Ended March 31, Variance (1)

Three Months Ended June 30, Variance (1)

Six Months Ended June 30, Variance (1)

($ in millions, except Tour flow and VPG) 2024 2023 $ % 2024 2023 $ %

2 unchanged sentences

(148) (180) 32 (17.8) (248) (354) 106 (29.9)

Provision for financing receivables losses (64) (30) (34) NM

Provision for financing receivables losses (94) (41) (53) NM (158) (71) (87) NM

Reportability and other:

Net (deferral) recognition of sales of VOIs under construction (3)

2 4 (2) (50.0)

Net (deferral) of sales of VOIs under construction (3)

(13) (6) (7) NM (11) (2) (9) NM

Fee-for-service sale upgrades, net — 7 (7) (100.0) — 12 (12) (100.0)

(31) (10) (21) NM

(31) (37) 6 (16.2) (62) (47) (15) 31.9

Sales of VOIs, net $ 471 $ 355 $ 116 32.7 $ 909 $ 673 $ 236 35.1

5 unchanged sentences

(4) Includes adjustments for revenue recognition, including amounts in rescission and sales incentives.

Contract sales increased by $108 million for the three months ended March 31, 2024, compared to the same period in 2023.

Excluding the impact of $136 million related to the Bluegreen Acquisition, contract sales decreased $28 million, primarily due to a VPG decrease of 5.0% while tours remained flat compared to the same period in 2023.

Three Months Ended March 31, Variance

Contract sales increased by $145 million and $253 million, respectively, for the three and six months ended June 30, 2024, compared to the same periods in 2023.

Excluding the impact of $189 million and $325 million related to the Bluegreen Acquisition, contract sales decreased $44 million and $72 million, respectively, primarily due to a decrease in tour flow and VPG, when compared to the same periods in 2023.

Three Months Ended June 30, Variance Six Months Ended June 30, Variance

($ in millions) 2024 2023 $ % 2024 2023 $ %

8 unchanged sentences

21.5 % 30.9 % 23.9 % 30.2 %

(1) Excluding the marketing revenue and other fees adjustment, Real estate profit margin was 23.0% and 26.3% for the three months ended March 31, 2024, and 2023, respectively.

Real estate profit increased by $9 million for the three months ended March 31, 2024, compared to the same period in 2023.

Real estate profit decreased $5 million, excluding the impact of $14 million related to the Bluegreen

Table of Contents .

Acquisition, primarily due to lower Fee-for-service commissions and brand fees, partially offset by an increase in sales of VOIs, net, lower cost of VOI sales, and higher marketing package revenues.

Three Months Ended March 31, Variance (1)

(1) Excluding the marketing revenue and other fees adjustment, Real estate profit margin was 18.8% and 27.3% for the three months ended June 30, 2024 and 2023, respectively, and 20.8% and 26.8% for the six months ended June 30, 2024 and 2023, respectively.

Real estate profit decreased by $24 million for the three months ended June 30, 2024, compared to the same period in 2023.

Real estate profit decreased $42 million excluding the impact of $18 million related to the Bluegreen Acquisition, primarily due to lower Fee-for-service commissions and brand fees compared to the same period in 2023.

Real estate profit decreased by $15 million for the six months ended June 30, 2024, compared to the same period in 2023.

Real estate profit decreased $47 million, excluding the impact of $32 million related to the Bluegreen Acquisition, primarily due to lower Fee-for-service commissions and brand fees, partially offset by an increase in Sales of VOIs, net and a decrease in sales and marketing expense, net compared to the same period in 2023.

Sales revenue increased $93 million and $170 million, respectively, for the three and six months ended June 30, 2024, compared to the same periods in 2023.

Sales revenue decreased $47 million and $78 million, respectively, excluding the impact of $140 million and $248 million related to the Bluegreen Acquisition, primarily due to decreases in Fee-for-service commissions and brand fees revenues and lower contract sales, compared to the same periods in 2023.

Real estate expense increased $117 million and $185 million, respectively, for the three and six months ended June 30, 2024, compared to the same periods in 2023.

Real estate expense decreased $5 million and $31 million, respectively, excluding the impact of $122 million and $216 million related to the Bluegreen Acquisition, in line with the decrease in revenues, compared to the same periods in 2023.

Three Months Ended June 30, Variance (1)

Six Months Ended June 30, Variance (1)

($ in millions) 2024 2023 $ % 2024 2023 $ %

2 unchanged sentences

Other financing revenue 14 11 3 27.3 22 19 3 15.8

Premium amortization of acquired timeshare financing receivables

(28) (3) (25) NM (44) (7) (37) NM

Financing revenue 102 76 26 34.2 206 150 56 37.3

Consumer financing interest expense

22 11 11 100.0 45 23 22 95.7

Other financing expense 20 13 7 53.8 34 26 8 30.8

Amortization of acquired non-recourse debt discounts and premiums, net

2 — 2 100.0 4 (1) 5 NM

Financing expense 44 24 20 83.3 83 48 35 72.9

2 unchanged sentences

(1) NM - fluctuation in terms of percentage change is not meaningful.

(2) For the three months ended March 31, 2024, this amount includes $16 million of amortization of the premium related to the acquired timeshare financing receivables resulting from the Bluegreen Acquisition and Diamond Acquisition.

For the three months ended March 31, 2023, this amount includes $4 million of amortization of the premium related to the acquired timeshare financing receivables resulting from the Diamond Acquisition.

(3) For the three months ended March 31, 2024, this amount includes $2 million of amortization of the discount related to the acquired non-recourse debt resulting from the Bluegreen Acquisition.

For the three months ended March 31, 2023, this amount includes $1 million of amortization of the premium related to the related to the acquired non-recourse debt resulting from the Diamond Acquisition.

Financing profit increased by $15 million for the three months ended March 31, 2024, compared to the same period in 2023.

For the same period, Financing profit increased $6 million, excluding the $9 million impact related to the Bluegreen Acquisition, primarily due to higher financing revenues of $13 million partially offset by higher financing expense of $7 million.

Financing revenue increased $30 million for the three months ended March 31, 2024, compared to the same period in 2023.

For the same period, Financing revenue increased $13 million, excluding the $17 million impact related to the Bluegreen Acquisition, primarily due to an increase in the weighted average interest rate and carrying balance of the timeshare financing receivables portfolio.

Financing expense increased by $15 million for the three months ended March 31, 2024, compared to the same period in 2023.

For the same period, Financing expense increased $7 million, excluding the $8 million impact related to the Bluegreen Acquisition, primarily due to the increase in the weighted-average interest rate on our non-recourse debt.

Financing profit increased by $6 million and $21 million, respectively, for the three and six months ended June 30, 2024, compared to the same periods in 2023.

For the same periods, Financing profit increased $1 million and $7 million, respectively, excluding the $5 million and $14 million impact related to the Bluegreen Acquisition, primarily due to higher interest income revenues partially offset by increased financing expense.

Financing revenue increased by $26 million and $56 million, respectively, for three and six months ended June 30, 2024, compared to the same periods in 2023.

For the same periods, Financing revenue increased $13 million and $26 million, respectively, excluding the $13 million and $30 million impact related to the Bluegreen Acquisition, primarily due to an increase in the weighted average interest rate and carrying balance of the timeshare financing receivables portfolio.

Financing expense increased by $20 million and $35 million, respectively, for three and six months ended June 30, 2024, compared to the same periods in 2023.

For the same periods, Financing expense increased $12 million and $19 million, respectively, excluding the $8 million and $16 million impact related to the Bluegreen Acquisition, primarily due to an increase in the balance and weighted average interest rate on our non-recourse debt.

Resort Operations and Club Management Segment

Resort and Club Management

Three Months Ended March 31, Variance

Three Months Ended June 30, Variance Six Months Ended June 30, Variance

($ in millions) 2024 2023 $ % 2024 2023 $ %

7 unchanged sentences

Resort and club management profit margin 71.9 % 66.9 % 69.7 % 67.4 %

Resort and club management profit increased by $23 million for the three months ended March 31, 2024, compared to the same period in 2023.

For the same period, Resort and club management profit increased $7 million, excluding the $16 million impact related to the Bluegreen Acquisition, largely driven by higher management fees partially offset by associated Resort and club management expense to support the higher revenues.

Resort and club management revenue increased $35 million for the three months ended March 31, 2024, compared to the same period in 2023.

For the same period, Resort and club management revenue increased $11 million,

Table of Contents .

excluding the $24 million impact related to the Bluegreen Acquisition, primarily due to higher fee revenue during the period.

Resort and club management expenses increased by $12 million for the three months ended March 31, 2024, compared to the same period in 2023.

For the same period, Resort and club management expenses increased $4 million, excluding the $8 million impact related to the Bluegreen Acquisition, primarily due to personnel related costs incurred to service the increased transactions for the period.

Resort and club management profit increased by $34 million and $57 million, respectively, for the three and six months ended June 30, 2024, compared to the same periods in 2023.

For the same periods, Resort and club management profit increased $5 million and $12 million, respectively, excluding the $29 million and $45 million impact related to the Bluegreen Acquisition, largely driven by higher management fees partially offset by associated Resort and club management expense to support the higher revenues.

Resort and club management revenue increased $38 million and $73 million, respectively, for the three and six months ended June 30, 2024, compared to the same periods in 2023.

For the same periods, Resort and club management revenue increased $9 million and $20 million, excluding the $29 million and $53 million impact related to the Bluegreen Acquisition, primarily due to management fee revenue.

Resort and club management expenses increased by $4 million and $16 million, respectively, for the three and six months ended June 30, 2024, compared to the same periods in 2023.

For the same periods, Resort and club management expenses increased $4 million and $8 million, respectively, excluding no impact related to the Bluegreen Acquisition for the three months ended June 30, 2024 and $8 million impact related to the Bluegreen Acquisition for the six months ended June 30, 2024, primarily due to personnel related costs incurred to service the increased transactions for the period.

Rental and Ancillary Services

Three Months Ended March 31, Variance

Three Months Ended June 30, Variance Six Months Ended June 30, Variance

($ in millions) 2024 2023 $ % 2024 2023 $ %

7 unchanged sentences

Rental and ancillary services profit margin 3.6 % 11.0 % 4.0 % 7.6 %

Rental and ancillary services profit increased by $2 million for the three months ended March 31, 2024, compared to the same period in 2023.

Rental and ancillary services profit increased $7 million, excluding the $5 million unfavorable impact related to the Bluegreen Acquisition, primarily due to an increase in occupied room nights compared to the same period in 2023.

Rental and ancillary services expense increased consistently with the aforementioned increase in rental revenue.

Rental and ancillary services revenue increased $23 million for the three months ended March 31, 2024, compared to the same period in 2023.

Rental and ancillary services revenue increased $18 million, excluding the $5 million impact related to the Bluegreen Acquisition, primarily due to an increase in occupied room nights and higher daily rates compared to the same period in 2023.

Rental and ancillary services expenses increased $21 million for the three months ended March 31, 2024, compared to the same period in 2023.

Rental and ancillary services expenses increased $11 million, excluding the $10 million impact related to the Bluegreen Acquisition, Rental and ancillary services expense increased consistent with the aforementioned increase in rental revenue.

Rental and ancillary services profit decreased by $12 million for the three months ended June 30, 2024, compared to the same period in 2023.

Rental and ancillary services profit decreased by $7 million, excluding the $5 million

unfavorable impact related to the Bluegreen Acquisition, primarily due to increases in rental expenses partially offset by an increase in rental revenues when compared to the same period in 2023.

Rental and ancillary services profit decreased by $10 million for the six months ended June 30, 2024, compared to the same period in 2023.

Rental and ancillary services profit was consistent, excluding the $10 million unfavorable impact related to the Bluegreen Acquisition, when compared to the same period in 2023.

Rental and ancillary services revenue increased $22 million and $45 million, respectively, for the three and six months ended June 30, 2024, compared to the same periods in 2023.

For the same periods, Rental and ancillary services revenue increased $7 million and $25 million, respectively, excluding the $15 million and $20 million impact related to the Bluegreen Acquisition, primarily due to an increase in occupied room nights and higher daily rates.

Rental and ancillary services expenses increased $34 million and $55 million, respectively, for the three and six months ended June 30, 2024, compared to the same periods in 2023.

For the same periods, Rental and ancillary services expenses increased $14 million and $25 million, respectively, excluding the $20 million and $30 million impact related to the Bluegreen Acquisition, primarily due to an increase in development and maintenance fees.

Other Operating Expenses

Three Months Ended March 31, Variance

Three Months Ended June 30, Variance Six Months Ended June 30, Variance

($ in millions) 2024 2023 $ % 2024 2023 $ %

3 unchanged sentences

Impairment expense

General and administrative expenses increased by $3 million for the three months ended March 31, 2024, compared to the same period in 2023.

Excluding the impact of the Bluegreen Acquisition, General and administrative expenses decreased $4 million primarily due to lower legal and professional fees and lower personnel related costs.

Depreciation and amortization increased by $11 million for the three months ended March 31, 2024, primarily due to certain assets acquired related to the Bluegreen Acquisition.

License fee expense increased by $5 million for the three months ended March 31, 2024, when compared to the same period in 2023.

Table of Contents .

— 3 (3) (100.0) 2 3 (1) (33.3)

General and administrative expenses increased by $10 million and $13 million for the three and six months ended June 30, 2024, respectively, compared to the same period in 2023.

Excluding $12 million and $19 million, respectively, related to the impact of the Bluegreen Acquisition, General and administrative expenses were relatively consistent when comparing the three and six months ended June 30, 2024 to the same periods in 2023.

Depreciation and amortization increased by $16 million and $27 million for the three and six months ended June 30, 2024, when compared to the same periods in 2023.

The increases were due to certain assets acquired in connection with the Bluegreen Acquisition.

License fee expense increased by $6 million and $11 million for the three and six months ended June 30, 2024, when compared to the same periods in 2023.

The increase was primarily due to amendments to our License Agreement as a result of the Bluegreen Acquisition.

Acquisition and Integration-Related Expense

Three Months Ended March 31, Variance (1)

Three Months Ended June 30, Variance (1)

Six Months Ended June 30, Variance

($ in millions) 2024 2023 $ % 2024 2023 $ %

Acquisition and integration-related expense $ 109 $ 17 $ 92 NM

Acquisition and integration-related expense $ 48 $ 13 $ 35 NM $ 157 $ 30 $ 127 NM

(1) NM - fluctuation in terms of percentage change is not meaningful.

Acquisition and integration-related costs for the three months ended March 31, 2023 include direct expenses related to the our recent acquisitions including integration costs, legal and other professional fees.

Acquisition and integration-related costs include direct expenses related to our recent acquisitions including integration costs, legal and other professional fees.

Integration costs include technology-related costs, fees paid to management consultants, rebranding fees and employee-related costs such as severance and retention.

For the three months ended March 31, 2024, acquisition and integration-related costs increased by $92 million when compared to the same period in 2023.

The increase was primarily driven by costs associated with the recent acquisitions.

For the three and six months ended June 30, 2024, acquisition and integration-related costs increased by $35 million and $127 million when compared to the same periods in 2023.

The increases were primarily driven by costs associated with the Bluegreen Acquisition.

Non-Operating Expenses

Three Months Ended March 31, Variance (1)

Three Months Ended June 30, Variance (1)

Six Months Ended June 30, Variance (1)

($ in millions) 2024 2023 $ % 2024 2023 $ %

2 unchanged sentences

Other loss (gain), net

Income tax (benefit) expense

3 (3) 6 NM 8 (4) 12 NM

Income tax expense (benefit)

3 35 (32) (91.4) (8) 52 (60) NM

(1) NM - fluctuation in terms of percentage change is not meaningful

The change in non-operating expenses for the three months ended March 31, 2024, compared to the same period in 2023, was primarily due to a decrease in income tax expense of $28 million, partially offset by an increase in interest expense of $35 million.

For the three months ended March 31, 2024, the increase in interest expense was primarily due to an increase in the debt balance outstanding used to fund the Bluegreen Acquisition.

For the three months ended March 31, 2024, the decrease in income tax expense was driven by the overall change in our earnings.

The changes in non-operating expenses for the three and six months ended June 30, 2024, compared to the same periods in 2023, were primarily due to increases in interest expense of $43 million and $78 million, respectively, partially offset by decreases in income tax expense of $32 million and $60 million, respectively.

For both the three and six months ended June 30, 2024, the increases in interest expense were primarily due to an increase in the debt balance outstanding used to fund the Bluegreen acquisition compared to the same periods in 2023.

For both the three and six months ended June 30, 2024, compared to the same period in 2023, the decrease in income tax expense was primarily driven by the impact due to discrete items in income before income taxes.

Net income attributable to noncontrolling interest

We include in our unaudited condensed consolidated financial statements the results of operations and financial condition of Big Cedar, the joint venture with HGV/Big Cedar Vacations, LLC in which HGV holds 51% equity interest.

We include in our unaudited condensed consolidated financial statements the results of operations and financial condition of Big Cedar, the joint venture with Bluegreen/Big Cedar Vacations, LLC in which HGV holds 51% equity interest.

Net income attributable to noncontrolling interest is the portion of Big Cedar that is attributable to Big Cedar Vacations, LLC, which holds the remaining 49% equity interest.

Net income attributable to the noncontrolling interest in Big Cedar was $2 million during the three months ended March 31, 2024.

Net income attributable to the noncontrolling interest in Big Cedar was $2 million and $4 million during the three and six months ended June 30, 2024.

Liquidity and Capital Resources

2 unchanged sentences

Our long-term liquidity requirements primarily consist of funds necessary to pay for scheduled debt maturities, inventory-related purchase commitments and costs associated with potential acquisitions and development projects, including rebranding.

Table of Contents .

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

• During the three months ended March 31, 2024, we repurchased 2.3 million of shares under our share repurchase programs.

• As of March 31, 2024, we had total cash and cash equivalents of $355 million and restricted cash of $323 million.

• During the six months ended June 30, 2024, we repurchased 4.6 million of shares under our share repurchase programs.

• As of June 30, 2024, we had total cash and cash equivalents of $328 million and restricted cash of $273 million.

Restricted cash primarily consists of escrow deposits received on VOI sales and reserves related to non-recourse debt.

• As of March 31, 2024, we had $293 million remaining borrowing capacity under the revolver facility.

• As of March 31, 2024, we had an aggregate of $460 million remaining borrowing capacity under our Timeshare Facility.

• On January 10, 2024, we completed an offering for $900 million of senior secured notes due 2032 (“Senior Notes due 2032”).

Debt and Non-Recourse Debt for additional information.

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

Acquisitions for additional information.

• On January 17, 2024, we entered into Amendment No.

4 (the “Amendment”) to the Credit Agreement and incurred $900 million of new term loans that will mature on January 17, 2031.

Debt and Non-Recourse Debt for additional information.

• In April 2024, we completed a securitization of approximately $240 million of gross timeshare financing receivables.

The proceeds were used to pay down in part some of our existing debt and for other general corporate purposes.

Debt and Non-Recourse Debt for additional information.

• In May 2024, we completed a securitization of approximately $375 million of gross timeshare financing receivables.

The proceeds were used to pay down in part some of our existing debt and for other general corporate purposes.

Debt and Non-Recourse Debt for additional information.

• As of June 30, 2024, we had $446 million remaining borrowing capacity under the revolver facility.

• As of June 30, 2024, we had an aggregate of $750 million remaining borrowing capacity under our Timeshare Facility.

Of this amount, we have $647 million of mortgage notes that are available to be securitized and another $324 million of mortgage notes that we expect will become eligible as soon as they meet typical milestones including receipt of first payment, deeding, or recording.

The Grand Islander Timeshare Facility was terminated as of March 31, 2024.

• As of March 31, 2024, we had $70 million in junior subordinated debentures outstanding, which we subsequently paid down in April 2024.

The Grand Islander Timeshare Facility was terminated during the first quarter of 2024.

• As of June 30, 2024, we had fully paid down the $171 million in junior subordinated debentures outstanding.

Debt & Non-recourse Debt for more information.

We believe that our capital allocation strategy provides adequate funding for our operations, is flexible enough to fund our development pipeline, securitizes the optimal level of receivables, and provides the ability to be strategically opportunistic in the marketplace.

As of March 31, 2024, there are no future inventory commitments, and we have not entered into new arrangements with developers.

As of June 30, 2024, there are no future inventory commitments, and we have not entered into new arrangements with developers.

Sources and Uses of Our Cash

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

Three Months Ended March 31, Variance

Six Months Ended June 30, Variance

($ in millions) 2024 2023 $

12 unchanged sentences

over time, we generally receive more cash from the sale of an owned VOI as compared to that from a fee-for-service sale.

The change in net cash provided by operating activities for the three months ended March 31, 2024, compared to the same period in 2023 was primarily due to purchase of inventory from a third party developer, increases in cash utilized for working capital, and a decrease in net income during the three months ended March 31, 2024.

The change in net cash provided by operating activities for the six months ended June 30, 2024, compared to the same period in 2023 was primarily due to a decrease in net income, an increase in purchases of inventory from a third-party developer, and an increase in cash utilized for working capital, partially offset by an increase in provision for financing receivable losses and increases in depreciation and amortization expenses.

The following table summarizes our VOI inventory spending:

Three Months Ended March 31,

Six Months Ended June 30,

($ in millions) 2024 2023

3 unchanged sentences

Total VOI inventory spending $ 191 $ 174

Table of Contents .

(1) Relates to costs on properties classified as Inventory on our unaudited condensed consolidated balance sheets.

1 unchanged sentence

Investing Activities

Investing activities include cash paid for acquisitions, capital expenditures and software capitalization costs.

Our capital expenditures include spending related to technology and buildings and leasehold improvements used to support sales and marketing locations, resort operations and corporate activities.

We believe the renovations of our existing assets are necessary to stay competitive in the markets in which we operate.

Net cash used in investing activities was $1,473 million for the three months ended March 31, 2024 compared to $11 million for the same period in 2023.

Net cash used in investing activities was $1,482 million for the six months ended June 30, 2024 compared to $25 million for the same period in 2023.

The increase was primarily due to the Bluegreen Acquisition and increased capital expenditures.

Financing Activities

Net cash provided by financing activities for the three months ended March 31, 2024 was $1,272 million compared to net cash provided by financing activities of $183 million for the same period in 2023.

The increase was primarily due to net proceeds from debt of $1,667 million, offset by net repayments of non-recourse debt of $519 million, $39 million of other debt issuance costs, and $14 million increase in share repurchases when compared to 2023.

Net cash provided by financing activities for the six months ended June 30, 2024 was $1,101 million compared to net cash used in financing activities of $152 million for the same period in 2023.

The increase was primarily due to net proceeds from debt of $1,407 million, offset by net repayments of non-recourse debt of $104 million and payments of $51 million for other debt issuance costs when compared to 2023.

Contractual Obligations

Our commitments primarily relate to agreements with developers to purchase or construct vacation ownership units, operating leases, and obligations associated with our debt, non-recourse debt and the related interest.

As of March 31, 2024, we were committed to approximately $8,947 million in contractual obligations over 11 years, $654 million of which will be fulfilled in the remainder of 2024.

Our commitments primarily relate to agreements with developers to purchase or construct vacation ownership units, operating leases, marketing and license fee agreements and obligations associated with our debt, non-recourse debt and the related interest.

As of June 30, 2024, we were committed to approximately $9,366 million in contractual obligations over 11 years, $474 million of which will be fulfilled in the remainder of 2024.

The ultimate amount and timing of certain commitments is subject to change pursuant to the terms of the respective arrangements, which could also allow for cancellation in certain circumstances.

3 unchanged sentences

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.

Guarantor Financial Information

Certain subsidiaries, which are listed on Exhibit 22 of this Quarterly Report on Form 10-Q, have guaranteed our obligations related to our senior unsecured 2029 Notes, 2031 and 2032 Notes (together, “the Notes”).

The 2029 Notes were issued in June 2021 with an aggregate principal balance of $850 million , an interest rate of 5.000%, and maturity in June 2029.

The 2031 Notes were issued in June 2021 with an aggregate principal balance of $500 million, an interest rate of 4.875% , and maturity in July 2031.

The 2032 Notes were issued in January 2024 with an aggregate principal balance of $900 million, an interest rate of 6.625% , and maturity in January 2032.

The Notes were co-issued by Hilton Grand Vacations Borrower LLC and Hilton Grand Vacations Borrower Inc.

(the “Issuers”) and are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by Hilton Grand Vacations Inc.

(the “Parent”), Hilton Grand Vacations Parent LLC, the Issuers, and each of the Issuer’s existing and future wholly owned domestic restricted subsidiaries (all entities that guarantee the Notes, collectively, the “Obligor group”).

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

The guarantee of each guarantor subsidiary is limited to a maximum amount, subject to applicable U.S.

The guarantees can also be released upon the sale or transfer of a guarantor subsidiary’s capital stock or substantially all of its assets, becoming designated as an unrestricted subsidiary, or upon its consolidation into a co-Issuer or another subsidiary Guarantor.

Table of Contents .

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

Summarized Financial Information

($ in millions) March 31,

Cash and cash equivalents $ 163

Restricted cash 170

Accounts receivable, net - due from non-guarantor subsidiaries 178

Accounts receivable, net - due from related parties 4

Accounts receivable, net - other 338

Timeshare financing receivables, net 778

Inventory 1,315

Property and equipment, net 748

Operating lease right-of-use assets, net 67

Investments in unconsolidated affiliates 76

Goodwill 1,420

Intangible assets, net 1,129

Other assets 508

Total assets $ 6,894

Accounts payable, accrued expenses and other - due from non-guarantor subsidiaries $ 178

Accounts payable, accrued expenses and other - other 837

Advanced deposits 174

Debt, net 5,071

Operating lease liabilities 83

Deferred revenue

Deferred income tax liabilities 566

Total liabilities $ 7,134

($ in millions) Three Months Ended March 31, 2024

Total revenues - transactions with non-guarantor subsidiaries $ 10

Total revenues - other 767

Operating loss

We have commitments from surety providers in the amount of $805 million as of June 30, 2024, which primarily consist of escrow, construction and subsidy related bonds.

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 90.50%.

The proceeds will primarily used to pay down debt and for other general corporate purposes.

On August 7, 2024, our Board of Directors approved a new share repurchase program authorizing us to repurchase up to an aggregate of $500 million of our outstanding shares of common stock over a two-year period which is in addition to the amount remaining under the 2023 Share Repurchase Plan.

Critical Accounting Policies and Estimates

2 unchanged sentences

We have discussed those policies and estimates that we believe are critical and require the use of complex judgment in their application in our Annual Report on Form 10-K for the year ended December 31, 2023.

Table of Contents .

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis