What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-03-03 compared with 2024-02-29 · 700 added, 533 removed, 1228 unchanged (50% of the section changed)

9 unchanged sentences

Consolidated Balance Sheets as of December 31, 202 4 and 202 3

Consolidated Statements of Operations for the years ended December 31, 202 3 , 202 2 and 20 21

Consolidated Statements of I ncome for the years ended December 31, 202 4 , 202 3 and 20 22

Consolidated Statements of Comprehensive Income for the years ended December 31, 202 4 , 202 3 and 20 22

Consolidated Statements of Cash Flows for the years ended December 31, 202 4 , 202 3 and 20 22

Consolidated Statements of Stockholders’ Equity for the years ended December 31, 202 3 , 202 2 and 20 21

Consolidated Statements of Equity for the years ended December 31, 202 4 , 202 3 and 20 22

Notes to Consolidated Financial Statements

11 unchanged sentences

In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013).

The scope of our efforts to comply with Section 404 of the Sarbanes-Oxley Act with respect to 2023 included all of our operations other than those of BRE Grand Islander Parent LLC which we acquired in 2023 as described in Note 3 to the consolidated financial statements.

The scope of our efforts to comply with Section 404 of the Sarbanes-Oxley Act with respect to 2024 included all of our operations other than those of Bluegreen Vacations Holding Corporation ("Bluegreen") which we acquired in 2024 as described in Note 3 to the consolidated financial statements.

In accordance with the SEC’s published guidance, because we acquired these operations during the year, we excluded these operations from our efforts to comply with Section 404 with respect to 2024.

The acquired operations of BRE Grand Islander Parent LLC constituted approximately 3.7% of total assets as of December 31, 2023 and 0.1% and 0.7% of revenues and income before income taxes, respectively, for the year then ended.

The acquired operations of Bluegreen constituted approximately 26.0% of total assets as of December 31, 2024 and 19.8% and 15.4% of revenues and income before income taxes, respectively, for the year then ended.

The SEC’s published guidance specifies that the period in which management may omit an assessment of an acquired business’s internal control over financial reporting from its assessment of the Company’s internal control may not extend beyond one year from the date of acquisition.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements could occur but will not be prevented or detected on a timely basis.

Based on our assessment, management concluded that a material weakness existed in our internal control over financial reporting as of December 31, 2023 due to deficiencies arising out of ineffectively designed general information technology controls over user access for an IT application used to initiate revenue and inventory transactions.

As a result, process-level automated controls and manual controls that are dependent on the completeness and accuracy of information derived from the affected IT application were also ineffective.

There were no identified material misstatements to our current year financial statements, no restatements of prior period financial statements and no changes in previously released financial results required as the result of these control deficiencies.

Ernst & Young LLP, the independent registered public accounting firm that has audited the consolidated financial statements included in this Annual Report on Form 10-K, has issued an attestation report expressing an adverse opinion on the Company’s internal control over financial reporting as of December 31, 2023.

Based on our assessment, which as discussed herein excluded the operations of Bluegreen, management determined that the Company maintained effective internal control over financial reporting as of December 31, 2024.

Ernst & Young LLP, the independent registered public accounting firm that has audited the consolidated financial statements included in this Annual Report on Form 10-K, has issued an attestation report on the Company’s internal control over financial reporting as of December 31, 2024.

The report is included herein.

3 unchanged sentences

We have audited the accompanying consolidated balance sheets of Hilton Grand Vacations Inc.

(the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”).

(the Company) as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S.

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 29, 2024 expressed an adverse opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March 3, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

13 unchanged sentences

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Cost of Vacation Ownership Intervals Sales

Description of the Matter For the year ended December 31, 2023, the Company’s cost of vacation ownership intervals (“VOI”) sales was $194 million.

Cost of VOI Sales

Description of the Matter For the year ended December 31, 2024, the Company’s cost of vacation ownership intervals and interests (“VOI”) sales was $239 million, which includes amounts recognized by the Legacy-HGV, Legacy-Diamond and Legacy-Bluegreen operations.

As discussed in Note 2 to the consolidated financial statements, the Company accounts for cost of VOI sales using the relative sales value method.

Changes in estimates within the relative sales value calculations are recognized on a retrospective basis through corresponding adjustments to inventory and cost of sales in the period in which the estimates are revised.

Auditing management’s application of the relative sales value method for sales was complex and highly judgmental due to the significant estimation uncertainty in determining the significant assumptions required to apply the method, including future VOI sales prices, timing and volume of VOI sales, and provisions for financing receivables losses on financed sales of VOIs.

Cost of Vacation Ownership Intervals Sales (Continued)

How We Addressed the Matter in Our Audit To test cost of VOI sales, we performed audit procedures that included, among others, assessing the methodologies used by management, evaluating the significant assumptions discussed above and testing the underlying data used by the Company within its analyses.

We compared the significant assumptions used by management to historical trends and/or the Company’s future plans, as appropriate.

We performed analytical procedures to evaluate individual timeshare project or individual collection cost of VOI sales rates.

Given the uniqueness of the cost of VOI sales analysis to the real estate timeshare industry, we involved real estate subject matter resources on our team.

Allowance for Financing Receivables

Description of the Matter At December 31, 2023, the Company’s allowance for financing receivables losses was $779 million.

As discussed in Note 2 to the consolidated financial statements, the Company estimates the variable consideration to be received from financed VOI sales and recognizes revenue net of amounts deemed uncollectible as the VOI is returned to inventory upon customer default.

Auditing management’s application of the relative sales value method was complex and highly judgmental due to the estimation uncertainty in determining the significant assumptions required to apply the method, including future VOI sales prices, timing and volume of VOI sales, and provisions for financing receivables losses on financed sales of VOIs.

Cost of VOI Sales (Continued)

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Legacy-Diamond cost of VOI sales process.

For example, we tested controls over management’s review of the Legacy-Diamond cost of VOI sales calculations used as part of the relative sales value method, including the significant assumptions described above.

To test cost of VOI sales for Legacy-HGV, Legacy-Diamond and Legacy-Bluegreen, we performed audit procedures that included, among others, assessing the methodologies used by management, evaluating the significant assumptions discussed above and testing the underlying data used by the Company within its analyses.

We performed analytical procedures to evaluate whether individual timeshare project or individual collection cost of VOI sales rates are consistent with expectations.

We also compared the significant assumptions used by management to historical trends to determine whether the projections of future VOI sales prices and the timing and volume of VOI sales are appropriate.

Furthermore, we compared the estimated provisions for financing receivables to projections separately audited for the allowance for financing receivables

Allowance for Financing Receivables Losses

Description of the Matter

At December 31, 2024, the Company’s allowance for financing receivables losses was $1.1 billion, which includes amounts recognized by the Legacy-HGV, Legacy-Diamond and Legacy-Bluegreen operations, inclusive of acquired portfolios for Legacy-Diamond and Legacy-Bluegreen.

As discussed in Note 2 to the consolidated financial statements, for the originated portfolio, the Company records an estimate of variable consideration as a reduction of revenue from financed VOI sales at the time revenue is recognized.

Variable consideration, which has not been included within the transaction price, is presented as a reserve on the financing receivable.

The Company uses a technique referred to as the static pool analysis as the basis for determining the default rates that are used to estimate variable consideration and the allowance for financing receivables losses.

For the acquired portfolio, an allowance is established on the acquisition date, and any changes to the estimates of the allowance are recorded within Financing expense on the consolidated statements of income in the period in which the change occurs.

The Company uses a technique referred to as the static pool analysis as the basis for determining the default rates and the allowance for financing receivables losses.

The static pool analysis uses default rate information accumulated from several years of historical loan data to estimate future expected defaults on the outstanding financing receivables.

The reasonableness of the static pool analysis is evaluated by management in light of current and future economic and market conditions.

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.

Specifically, as it relates to the acquired Legacy-Bluegreen portfolio, the Company estimated default rates with adjustments to historical data to capture management’s estimates of where historical data may not be representative of future estimated defaults.

Auditing the allowance for financing receivables losses was challenging and required additional audit effort due to the high volume of data that is utilized in applying the static pool analysis.

Additionally, the allowance for financing receivables losses is sensitive to changes in the estimated default rates given the size of the outstanding timeshare financing receivable balance as of year-end.

How We Addressed the Matter in Our Audit To test the allowance for financing receivables, we performed audit procedures that included, among others, assessing the methodology discussed above, and testing the completeness and accuracy of the underlying data used by the Company in its analyses.

We evaluated management’s assessment that historical data reflects current and future market conditions in estimating the allowance.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Legacy-Diamond allowance for the financing receivables losses process.

For example, we tested controls over management’s review of the Legacy-Diamond allowance for financing receivables losses calculations, including the completeness and accuracy of the underlying data in the static pool model, and management’s review that the historical data is representative of current and forward-looking economic conditions and industry trends, as well as the specific risk characteristics of the portfolio.

To test the allowance for financing receivables, we performed audit procedures that included, among others, assessing the methodology discussed above, and testing the completeness and accuracy of the underlying data used by the Company in its analyses.

We evaluated management’s assessment of whether historical data reflects current and forward-looking economic conditions in estimating the allowance.

We also compared data used in the static pool analyses to historical data from prior periods.

1 unchanged sentence

In addition, we recalculated the allowance for financing receivables for certain pools of loans.

For the acquired portfolio of Legacy – Bluegreen, we involved our valuation specialists to assist with our evaluation of the allowance for financing receivable losses.

Accounting for the Acquisition of Bluegreen Vacations Holding Corporation

Description of the Matter

As described in Note 3 to the consolidated financial statements, the Company acquired Bluegreen Vacations Holding Corporation (“Bluegreen”), on January 17, 2024, in an all-cash transaction, with total consideration of approximately $1.6 billion.

The acquisition was accounted for as a business combination and, as such, the Company was required to record the assets acquired, liabilities assumed and noncontrolling interest at their acquisition-date fair values, which included $871 million of timeshare financing receivables, net, $479 million of management contracts intangible asset and $363 million of inventory.

Auditing management’s acquisition of Bluegreen involved especially subjective judgments and complex analysis relating to the fair value estimates of timeshare financing receivables, net, management contracts intangible asset and inventory.

The estimates of fair value of timeshare financing receivables, net, management contracts intangible asset and inventory are sensitive to changes in significant assumptions.

The significant assumption used by management in determining the fair value of timeshare financing receivables, net was the default rate.

The significant assumptions used by management in determining the fair value of the management contracts intangible asset included anticipated revenue growth rates and the discount rate.

The significant assumption used by management in determining the fair value of inventory was projected revenues to be derived from such inventory.

The aforementioned significant assumptions are affected by expectations about future market and economic conditions.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Bluegreen business combination accounting process.

We tested controls over the valuation of the timeshare financing receivables, net, management contracts intangible asset and inventory, including the Company’s controls over its determination of valuation approaches and methods selected, as well as evaluation of the significant assumptions used in the fair value measurements as described above.

To test the fair values of timeshare financing receivables, net, the management contracts intangible asset and inventory, our audit procedures, among others, included evaluating the Company's valuation methods and significant assumptions used and testing the completeness and accuracy of the underlying data supporting the significant assumptions and estimates.

We compared the significant assumptions used by management to current and future economic trends, where applicable, the historical results of the acquired business, and other relevant factors, including industry publications.

Where applicable, we compared actual results to the forecasted assumptions.

We involved our valuation specialists to assist with our evaluation of the valuation methods and the significant assumptions noted above, including the default rate for timeshare financing receivables, net, the anticipated revenue growth rates and the discount rate for the management contracts intangible asset and projected revenues for inventory.

/s/ Ernst & Young LLP

1 unchanged sentence

Orlando, Florida

February 29, 2024

March 3, 2025

Report of Independent Registered Public Accounting Firm

2 unchanged sentences

We have audited Hilton Grand Vacation Inc.’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, because of the effect of the material weakness described below on the achievement of the objectives of the control criteria, Hilton Grand Vacations Inc.

(the Company) has not maintained effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The following material weakness has been identified and included in management’s assessment.

The Company had ineffectively designed general information technology controls over user access for an IT application used to initiate revenue and inventory transactions.

As a result, process-level automated controls and manual controls that are dependent on the completeness and accuracy of information derived from the affected IT application were also ineffective.

As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of BRE Grand Islander Parent LLC, which is included in the 2023 consolidated financial statements of the Company and constituted approximately 3.7% of total assets as of December 31, 2023 and 0.1% and 0.7% of revenues and income before taxes, respectively, for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of BRE Grand Islander Parent LLC.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes.

This material weakness was considered in determining the nature, timing and extent of audit tests applied in our audit of the 2023 consolidated financial statements, and this report does not affect our report dated February 29, 2024, which expressed an unqualified opinion thereon.

In our opinion, Hilton Grand Vacations Inc.

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Bluegreen Vacations Holding Corporation, which is included in the 2024 consolidated financial statements of the Company and constituted approximately 26.0% of total assets as of December 31, 2024 and 19.8% and 15.4% of revenues and income before taxes, respectively, for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Bluegreen Vacations Holding Corporation.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and our report dated March 3, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

16 unchanged sentences

Orlando, Florida

February 29, 2024

March 3, 2025

HILTON GRAND VACATIONS INC.

CONSOLIDATED BALANCE SHEETS

(in millions, except share data)

(in millions, except share and per share data)

Cash and cash equivalents $ 328 $ 589

11 unchanged sentences

$ 11,442 $ 8,685

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES AND EQUITY

Accounts payable, accrued expenses and other $ 1,125 $ 952

7 unchanged sentences

Commitments and contingencies - see Note 23

Stockholders' Equity:

Preferred stock, $ 0.01 par value;

9 unchanged sentences

Total stockholders' equity 1,752 2,115

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 8,685 $ 8,004

Noncontrolling interest

Total equity 1,895 2,115

TOTAL LIABILITIES AND EQUITY

$ 11,442 $ 8,685

See notes to consolidated financial statements.

HILTON GRAND VACATIONS INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

CONSOLIDATED STATEMENTS OF INCOME

(in millions, except per share amounts)

22 unchanged sentences

Equity in earnings from unconsolidated affiliates 18 12 13

Other gain (loss), net 2 ( 1 ) ( 26 )

Other (loss) gain, net ( 11 ) 2 ( 1 )

Income before income taxes 136 449 481

1 unchanged sentence

Net income 60 313 352

Earnings per share:

Net income attributable to noncontrolling interest 13 — —

Net income attributable to stockholders $ 47 $ 313 $ 352

Earnings per share attributable to stockholders:

Basic $ 0.46 $ 2.84 $ 2.98

8 unchanged sentences

Derivative instrument adjustments, net of tax ( 4 ) ( 16 ) 46

Foreign currency translation adjustments ( 6 ) ( 7 ) ( 2 )

Foreign currency translation adjustments, net of tax

( 13 ) ( 6 ) ( 7 )

Other comprehensive (loss) income, net of tax ( 17 ) ( 22 ) 39

Comprehensive income $ 291 $ 391 $ 176

Comprehensive income attributable to noncontrolling interest 13 — —

Comprehensive income attributable to stockholders $ 30 $ 291 $ 391

See notes to consolidated financial statements.

11 unchanged sentences

Impairment expense 2 3 17

Other (gain) loss, net ( 2 ) 3 14

Other loss (gain), net 11 ( 2 ) 3

Share-based compensation 47 40 46

Deferred income tax (benefit) expense ( 23 ) ( 38 ) 58

Deferred income tax benefit ( 29 ) ( 23 ) ( 38 )

Equity in earnings from unconsolidated affiliates ( 18 ) ( 12 ) ( 13 )

11 unchanged sentences

Investing Activities

Acquisition of a business, net of cash and restricted cash acquired

( 74 ) — ( 1,592 )

Acquisitions, net of cash, cash equivalents and restricted cash acquired ( 1,444 ) ( 74 ) —

Capital expenditures for property and equipment (excluding inventory) ( 42 ) ( 31 ) ( 58 )

Software capitalization costs ( 84 ) ( 44 ) ( 39 )

Investments in unconsolidated affiliates ( 1 ) — —

( 1 ) ( 9 ) —

Net cash used in investing activities ( 1,571 ) ( 158 ) ( 97 )

2 unchanged sentences

Proceeds from non-recourse debt

1,849 868 769

Repayment of debt ( 1,353 ) ( 373 ) ( 313 )

5 unchanged sentences

Proceeds from stock option exercises 7 9 2

Distributions to noncontrolling interest holder

Other ( 2 ) ( 4 ) ( 2 )

2 unchanged sentences

Effect of changes in exchange rates on cash, cash equivalents and restricted cash ( 13 ) ( 7 ) ( 8 )

Net increase (decrease) in cash, cash equivalents and restricted cash

Net (decrease) increase in cash, cash equivalents and restricted cash

( 119 ) 330 ( 140 )

5 unchanged sentences

HILTON GRAND VACATIONS INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS ’ EQUITY

CONSOLIDATED STATEMENTS OF EQUITY

(in millions)

3 unchanged sentences

Comprehensive

Income Total Stockholders'

Income Noncontrolling Interest Total

Shares Amount

4 unchanged sentences

Employee stock plan issuance — — 4 — — — 4

Foreign currency translation adjustments — — — — ( 2 ) ( 2 )

Foreign currency translation adjustments, net of tax — — — — ( 7 ) — ( 7 )

Derivative instrument adjustments, net of tax — — — — 46 — 46

Shares issued for Diamond Acquisition 34 — 1,381 — — 1,381

Repurchase and retirement of common stock ( 7 ) — ( 92 ) ( 180 ) — — ( 272 )

Balance as of December 31, 2022

3 unchanged sentences

Employee stock plan issuance — — 8 — — — 8

Foreign currency translation adjustments — — — — ( 7 ) ( 7 )

Foreign currency translation adjustments, net of tax — — — — ( 6 ) — ( 6 )

Derivative instrument adjustments, net of tax — — — — ( 16 ) — ( 16 )

3 unchanged sentences

Net income — — — 47 — 13 60

Acquisition of noncontrolling interest — — — — — 140 140

Distributions to noncontrolling interest holder — — — — — ( 10 ) ( 10 )

Activity related to share-based compensation 1 — 32 — — — 32

Employee stock plan issuance — — 12 — — — 12

Foreign currency translation adjustments — — — — ( 6 ) ( 6 )

Foreign currency translation adjustments, net of tax — — — — ( 13 ) — ( 13 )

Derivative instrument adjustments, net of tax — — — — ( 4 ) — ( 4 )

6 unchanged sentences

ORGANIZATION AND BASIS OF PRESENTATION

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

During 2021, we acquired Diamond Resorts and are in the process of rebranding Diamond properties and sales centers to the Hilton Grand Vacations brand and Hilton standards.

On January 17, 2024 (the "Bluegreen Acquisition Date"), we completed the acquisition of Bluegreen Vacations Holding Corporation (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;

2 unchanged sentences

and managing our clubs and exchange programs.

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

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

Diamond Acquisition

On August 2, 2021, we completed the Diamond Acquisition by exchanging 100 % of the outstanding equity interests of Diamond for shares of HGV common stock.

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

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

This Annual Report on Form 10-K includes Diamond’s results of operations beginning on August 2, 2021 (“Diamond Acquisition Date”).

Acquisitions for additional information.

As of December 31, 2024, we had over 200 properties located in the United States (“U.S.”), Europe, Canada, the Caribbean, Mexico, and Asia.

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

Bluegreen Acquisition

On January 17, 2024, we completed the Bluegreen Acquisition in an all-cash transaction, for total consideration of approximately $ 1.6 billion, inclusive of net debt assumed.

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

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

For the year ended December 31, 2023, we incurred $ 17 million of acquisition-related expenses attributable to the Bluegreen Acquisition which are included in our consolidated statement of operations under Acquisition and integration-related expense .

This Annual Report on Form 10-K includes Bluegreen’s results of operations beginning on January 17, 2024.

Acquisitions for additional information.

Basis of Presentation

The consolidated financial statements presented herein include 100% of our assets, liabilities, revenues, expenses and cash flows as well as all entities in which we have a controlling financial interest.

The 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.

1 unchanged sentence

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.

We consolidate entities when we own more than 50% of the voting shares of a company or otherwise have a controlling financial interest, including 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.

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.

7 unchanged sentences

Revenue Recognition

We account for revenue in accordance with Accounting Standards Codification Topic 606 (“ASC 606”).

Revenue is recognized upon the transfer of control of promised goods or services to customers in an amount that reflects the

consideration we expect to receive in exchange for those products or services.

We account for revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606.

Revenue is recognized upon the transfer of control of promised goods or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services.

To achieve the core principle of the guidance, we take the following steps:

6 unchanged sentences

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in ASC 606.

For arrangements that contain multiple goods or services, we determine whether such goods or services are distinct performance obligations that should be accounted for separately in the arrangement.

When allocating the transaction price in the arrangement, we may not have observable standalone sales for all of the performance obligations in these contracts.

In order to estimate the standalone selling prices for products, we primarily rely on the expected cost-plus margin and adjusted market assessment approaches.

For arrangements that contain multiple goods or services, we determine whether such goods or services are distinct performance obligations that should be accounted for separately in the arrangement, and allocate the transaction price based on the relative standalone sales price of the performance obligations.

We then recognize the revenue allocated to each performance obligation as the related performance obligation is satisfied as discussed below.

• Sales of VOIs, net — Customers who purchase all vacation ownership products, whether paid in cash or financed, enter into multiple contracts, which we combine and account for as a single contract.

• Sales of VOIs, net — Customers who purchase our vacation ownership products, whether paid in cash or financed, enter into multiple contracts, which we combine and account for as a single contract.

Revenue from VOI sales is recognized at the point in time when control of the VOI is transferred to the customer which is when the customer has executed a binding sales contract, collectability is reasonably assured, the purchaser’s period to cancel for a refund has expired and the customer has the right to use the VOI.

1 unchanged sentence

For financed sales, we estimate the variable consideration to be received under such contracts and recognize revenue net of amounts deemed uncollectible, as the VOI is returned to inventory upon customer default.

The variable consideration is estimated based on the expected value method, based on historical default rates, to the extent that it is probable that a significant reversal is not expected to occur.

The variable consideration is estimated based on the expected value method, which is based on historical default rates, to the extent that it is probable that a significant reversal is not expected to occur.

Variable consideration which has not been included within the transaction price is presented as a reserve on the financing receivable.

1 unchanged sentence

Vacation ownership product sales include revenue from the sale of VOIs, which in the case of the trust products, are represented by an annual or biennial allotment of points that can be utilized for vacations at resorts in our network for varying lengths of stay.

Typical contracts include the sale of VOIs, certain sales incentives primarily in the form of additional points for use over a specified period of time (“Bonus Points”), and generally membership of Hilton Grand Vacations Club and Hilton Club exchange programs, Diamond points-based multi-resort timeshare clubs or HGV Max (collectively the "Clubs"), each of which represent a separate and distinct performance obligation for which consideration is allocated based on the estimated stand-alone selling price of the sales incentives and membership dues.

Typical contracts include the sale of VOIs, certain sales incentives primarily in the form of additional points for use over a specified period of time (“Bonus Points”), and generally membership of HGV Max, Hilton Grand Vacations Club, Hilton Club, Diamond clubs or Bluegreen Vacation Club (collectively the “Clubs”), each of which represent a separate and distinct performance obligation for which consideration is allocated based on the estimated stand-alone selling price of the sales incentives and membership dues.

We recognize revenue related to our VOIs when control of the points passes to the customer, which generally occurs after the expiration of the applicable statutory rescission period and after collectability is reasonably assured and the customer has the right to use the VOI.

Bonus Points are valid for a specified period of time (generally for a period between 18 and 30 months) and may be used for stays at properties within our resort network, or converted to use for hotel reservations within Hilton’s system and VOI interval exchanges with other third-party vacation ownership exchanges.

At the time of the VOI sale, we estimate the fair value of sales incentives to be redeemed, including an adjustment for estimated breakage, to determine the standalone selling price of these incentives (“FDI”).

We defer a portion of the total transaction price for the combined VOI contract as a liability for the FDI and recognize the corresponding revenue at the point in time when the customer receives the benefits of the FDI, which is upon the customer’s redemption of the Bonus Points.

We defer a portion of the total transaction price for the combined VOI contract as a liability for the incentives and recognize the corresponding revenue at the point in time when the customer receives the benefits of the incentives, which is upon the customer’s redemption of the Bonus Points.

At that time, we also determine whether we are principal or agent for the redeemed good or service and recognize revenue on a gross or net basis accordingly.

1 unchanged sentence

These commissions are variable as they are based on the sales and marketing results, which are subject to the constraint on variable consideration and resolved on a monthly basis over the contract term.

We estimate such commissions to the extent that it is probable that a significant reversal of such revenue will not occur and recognize the commissions as the developer receives and consumes the benefits of the

Any changes in these estimates would affect revenue and earnings in the period such variances are realized.

Additionally, we enter into contracts to sell prepaid vacation packages.

Our obligation in such contracts is satisfied when customers stay at our property;

therefore, we recognize revenue for these packages when they are redeemed.

On a portfolio basis, we exercise judgement to estimate the amount of expected breakage related to unused prepaid vacation packages and recognize such breakage in proportion to the pattern of packages utilized by our portfolio of customers.

Our obligation in such contracts is satisfied when customers stay at our properties;

therefore, we recognize revenue inclusive of an estimate for expected breakage for these packages when they are redeemed.

• Resort and club management — As part of our VOI sales, a majority of our customers enter into a Club arrangement which allows the member to exchange points for a number of vacation options.

We manage the Clubs, receiving annual dues, transaction fees from member exchanges, and, when applicable, activation fees.

We manage the Clubs, receiving annual dues, transaction fees from member exchanges, and, when applicable,

activation fees.

The member's first year of annual dues and, when applicable, the activation fee, are payable at the time of the VOI sale.

The Club activation fee relates to activities we are required to undertake at or near contract inception to fulfill the contract and does not result in the transfer of a promised good or service.

Since our customers are granted the opportunity to renew their membership on an annual basis for no additional activation fee, we defer and amortize the activation fee on a straight-line basis over the seven-year average inventory holding period.

The Club activation fee relates to a one-time fee paid by the customer at the time a customer joins one of our Clubs.

Annual dues for membership renewals are billed each year, and we recognize revenue from these annual dues over the period services are rendered.

2 unchanged sentences

Revenue related to the transaction is recognized when the services are rendered.

As part of our resort operations, we contract with HOAs to provide day-to-day-management services, including housekeeping services, operation of a reservation system, maintenance, and certain accounting and administrative services.

As part of our resort operations, we contract with Homeowner’s Associations (“HOAs”) to provide day-to-day-management services, including housekeeping services, operation of a reservation system, maintenance, and certain accounting and administrative services.

We receive compensation for such management services, which is generally based on a percentage of costs to operate the resorts, on a monthly basis.

These fees represent a form of variable consideration and are estimated and recognized over time as the HOAs receive and consume the benefits of the management services.

These fees represent a form of variable consideration and are recognized over time as the HOAs receive and consume the benefits of the management services.

Management fees earned related to the portion of unsold VOIs at each resort which we own are recognized on a net basis given we retain these VOIs in our inventory.

• Rental and ancillary services — Our rental and ancillary services consist primarily of rental revenues on unoccupied vacation ownership units, inventory made available due to ownership exchanges through our club program and ancillary revenues.

• Rental and ancillary services — Our rental and ancillary services consist primarily of rental revenues on unoccupied vacation ownership units and inventory made available due to ownership exchanges through our club program and ancillary revenues.

Rental revenue is recognized when occupancy has occurred.

Advance deposits on the rental unit and the corresponding revenue is deferred and recognized upon the customer’s vacation stay.

Advance deposits on the rental unit and the corresponding revenue are deferred and recognized upon the customer’s vacation stay.

Ancillary revenues consist of food and beverage, retail, spa offerings and other items.

10 unchanged sentences

Commissions for VOI sales for resorts under construction are expensed when the associated VOI revenue is recognized which is upon completion of the resort.

These commissions are classified as Sales and marketing expense in our consolidated statements of operations.

As of December 31, 2023 and 2022, the ending asset balance for costs to obtain a contract was $ 11 million and $ 8 million, respectively, relating to deferred commission costs for certain vacation package sales and VOI sales of resorts under construction.

These commissions are classified as Sales and marketing expense in our consolidated statements of income.

As of December 31, 2024 and 2023, the ending asset balances for costs to obtain a contract were $ 19 million and $ 11 million, respectively, relating to deferred commission costs for certain vacation package sales and VOI sales of resorts under construction.

For the year ended December 31, 2024, we recognized $ 11 million of expense related to costs deferred as of December 31, 2023.

For the year ended December 31, 2023, we recognized $ 7 million of expense related to costs deferred as of December 31, 2022.

For the year ended December 31, 2022, we recognized $ 9 million of expense related to costs deferred as of December 31, 2021.

Other than the United States, there were no countries that individually represented more than 10% of total revenues for the years ended December 31, 2024, 2023 and 2022.

7 unchanged sentences

We account for our business combinations in accordance with the acquisition method of accounting.

We allocate the purchase price of an acquisition to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date.

For each acquisition, we recognize goodwill as the amount in which consideration transferred for the acquired entity exceeds the fair values of net assets.

We allocate the purchase price of an acquisition to the tangible and intangible assets acquired, liabilities assumed and noncontrolling interest based on their estimated fair values at the acquisition date.

For each acquisition, we recognize goodwill as the amount in which consideration transferred for the acquired entity exceeds the fair values of net assets plus noncontrolling interest.

The fair value of net assets is the fair value assigned to the assets acquired reduced by the fair value assigned to liabilities assumed.

In determining the fair values of assets acquired and liabilities assumed, we use various recognized valuation methods including the income, cost and sales and market approaches, which also include certain valuation assumptions such as discount rates, and the amount and timing of future cash flows.

In determining the fair values of assets acquired, liabilities assumed and noncontrolling interest, we use various recognized valuation methods including discounted cash flow models, and the income, cost and market approaches.

We utilize independent valuation specialists under our supervision for certain of our assignments of fair value.

We record the net assets and results of operations of an acquired entity in our consolidated financial statements from the acquisition date through period-end.

We expense acquisition-related expenses as incurred and include such expenses within Acquisition and integration-related expense on our consolidated statements of operations.

We record the net assets, noncontrolling interest and results of operations of an acquired entity in our consolidated financial statements from the acquisition date through period-end.

We expense acquisition-related expenses as incurred and include such expenses within Acquisition and integration-related expense on our consolidated statements of income.

Acquisitions for additional information.

13 unchanged sentences

The allowance is remeasured within each subsequent reporting period in the same manner as for PCD assets, with any change in the allowance recognized as provision expense in period earnings.

We acquired PCD assets as part of the Diamond Acquisition and the Grand Islander Acquisition which are referred to as “Legacy-Diamond” and “Legacy-Grand Islander”, respectively.

We acquired PCD assets as part of the Diamond Acquisition, the Grand Islander Acquisition and the Bluegreen Acquisition which are referred to as “Legacy-Diamond”, “Legacy-Grand Islander”, and “Legacy-Bluegreen”, respectively.

Acquisitions and Note 7:

3 unchanged sentences

We evaluate our investments in affiliates for impairment when there are indicators that the fair value of our investment may be less than our carrying value.

Investments in Unconsolidated Affiliates for additional information.

Cash and Cash Equivalents

3 unchanged sentences

Restricted cash also includes certain amounts collected on behalf of HOAs.

Restricted Cash for additional information.

Accounts Receivable and Allowance for Credit Losses

1 unchanged sentence

The expected credit losses are measured using an expected-loss model that reflects the risk of loss and considers the losses expected over the outstanding period of the receivable.

Accounts Receivable for additional information.

Cloud Computing Arrangements

We capitalize certain costs associated with cloud computing arrangements (“CCAs”).

These costs are included in Other assets in our consolidated balance sheets and are expensed in the same line as the hosting arrangement in our consolidated statements of operations using the straight-line method over the assets’ estimated useful lives, which is generally three to five years .

These costs are included in Other assets in our consolidated balance sheets and are expensed in the same line as the hosting arrangement in our consolidated statements of income using the straight-line method over the assets’ estimated useful lives, which is generally three to five years .

We review the CCAs for impairment when circumstances indicate that their carrying amounts may not be recoverable.

If the carrying value of an asset group is not recoverable, we recognize an impairment loss for the excess of carrying value over the fair value in our consolidated statements of operations.

If the carrying value of an asset group is not recoverable, we recognize an impairment loss for the excess of carrying value over the fair value in our consolidated statements of income.

Derivative Instruments

1 unchanged sentence

We record the derivative instrument at fair value either as an asset or liability.

We assess the effectiveness of our hedging instruments quarterly and record changes in fair value in Accumulated other comprehensive income for the effective portion of the hedge and record the ineffectiveness of a hedge immediately in earnings in our consolidated statement of operations.

We release the derivative’s gain or loss from accumulated other comprehensive income to match the timing of the underlying hedged items’ effect on earnings.

We release the derivative’s gain or loss from accumulated other comprehensive income to match the timing of the underlying hedged item's effect on earnings.

Debt and Non-recourse Debt for additional information.

Timeshare Financing Receivables and Allowance for Financing Receivables Losses

Our timeshare financing receivables consist of loans that are secured by the underlying timeshare properties.

We have two timeshare financing receivables portfolio segments:

We have two timeshare financing receivables portfolios:

(i) originated and (ii) acquired.

Our originated portfolio segment includes Legacy-HGV, Legacy-Diamond and Legacy-Grand Islander timeshare financing receivables originated after their respective acquisition dates, while our acquired portfolio segments includes all Legacy-Diamond and Legacy-Grand Islander timeshare financing receivables as of their respective acquisition dates.

We evaluate each portfolio segment collectively, since we hold a large group of homogeneous timeshare financing receivables, which are individually immaterial.

We monitor the credit quality of our receivables on an ongoing basis.

Our originated portfolio represents timeshare financing receivables that originated by Legacy-Diamond, Legacy-Grand Islander, and Legacy-Bluegreen subsequent to each respective acquisition date and all HGV timeshare financing receivables.

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.

We evaluate each portfolio collectively, since each holds 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 collection risk with any individual counterparty or groups of counterparties.

We use a technique referred to as static pool analysis as the basis for determining our financing receivables losses reserve requirements on our timeshare financing receivables.

We use a technique referred to as static pool analysis as the basis for estimating expected defaults and determining our allowance for financing receivable losses on our timeshare financing receivables.

The static pool analysis includes several years of default data through which we stratify our portfolio using certain key dimensions such as FICO scores and equity percentage at the time of sale.

For our originated portfolio, we record an estimate of variable consideration as a reduction of revenue from VOI sales at the time revenue is recognized on a VOI sale;

for our acquired portfolio, any changes to the estimates of our allowance are recorded within Financing expense on our consolidated statements of operations in the period in which the change occurs.

In addition, for our acquired portfolio segment we also develop an inventory recovery assumption to reflect the recovery value of VOIs from future potential defaults.

Our estimate of

inventory recovery is principally based upon the fair value of underlying VOIs and assumed default rates and is reflected as a reduction to the estimated gross allowance.

Once a timeshare financing receivable within the acquired portfolio segment is charged-off, the loan's corresponding inventory recovery amount is reclassified from the allowance into inventory.

Specifically as it relates to the acquired Legacy-Bluegreen portfolio, we estimated default rates with adjustments to historical data to capture our estimates of where historical data may not be representative of future estimated defaults.

For our originated portfolio, we record an estimate of variable consideration as a reduction of revenue from financed VOI sales at the time revenue is recognized;

for our acquired portfolio, any changes to the estimates of our allowance are recorded within Financing expense on our consolidated statements of income in the period in which the change occurs.

In addition, for our acquired portfolio we also develop an inventory recovery assumption to reflect the recovery value of VOIs from future potential defaults.

Our estimate of inventory recovery is principally based upon the fair value of underlying VOIs and assumed default rates and is reflected as a reduction to the estimated gross allowance.

Once a timeshare financing receivable within the acquired portfolio is charged-off, the loan's corresponding inventory recovery amount is reclassified from the allowance into inventory.

The allowance is maintained at a level deemed adequate by management based on a periodic analysis of the mortgage portfolio.

6 unchanged sentences

Once a loan is 91 days past due, we cease accruing interest and reverse the accrued interest recognized up to that point.

For the years ended December 31, 2023, 2022 and 2021, we reversed $ 73 million, $ 70 million and $ 28 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 and we receive the deed for the foreclosed unit.

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, which is governed by product type and law, is complete.

Timeshare Financing Receivables for additional information.

Inventory and Cost of Sales

Inventory includes unsold, completed VOIs;

VOIs under construction;

and land and infrastructure held for future VOI product development at our current resorts.

Inventory includes unsold, completed VOIs and VOIs under construction.

We carry our completed VOI inventory at the lower of cost or estimated fair value, less costs to sell, which can result in impairment losses and/or recoveries of previous impairments.

Projects under development, along with land and infrastructure for future development are under a held and use impairment model and are reviewed for indicators of impairment quarterly.

Projects under development are under a held and use impairment model and are reviewed for indicators of impairment quarterly.

We capitalize costs directly associated with the acquisition, development and construction of a real estate project when it is probable that the project will move forward.

2 unchanged sentences

We cease capitalization of costs during prolonged gaps in development when substantially all activities are suspended or when projects are considered substantially complete.

For the years ended December 31, 2024, 2023 and 2022, we had capitalized interest of $ 10 million, $ 3 million and $ 2 million, respectively.

We account for our VOI inventory and cost of VOI sales using the relative sales value method.

Also, we do not reduce inventory for the cost of VOI sales related to anticipated defaults, and accordingly, no adjustment is made when inventory is reacquired upon default of the related receivable.

This results in changes in estimates within the relative sales value calculations to be accounted for as real estate inventory true-ups, which we refer to as cost of sales true-ups, and are included in Cost of VOI sales in our consolidated statements of operations to retrospectively adjust the margin previously recognized subject to those estimates.

This results in changes in estimates within the relative sales value calculations to be accounted for as real estate inventory true-ups, which we refer to as cost of sales true-ups, and are included in Cost of VOI sales in our consolidated statements of income to retrospectively adjust the margin previously recognized subject to those estimates.

Significant assumptions include future VOI sales prices, timing and volume of VOI sales, and provisions for financing receivables losses on financed sales of VOIs.

Other assumptions include sales incentives, projected future cost and volume of recoveries.

Inventory for additional information.

Property and Equipment

17 unchanged sentences

Fair value is generally estimated using valuation techniques that consider the discounted cash flows of the asset using discount and capitalization rates deemed reasonable for the type of asset, as well as prevailing market conditions, appraisals, recent similar transactions in the market and, if appropriate and available, current estimated net sales proceeds from pending offers.

Refer to Note 9:

Property and Equipment for additional information.

If sufficient information exists to reasonably estimate the fair value of a conditional asset retirement obligation, including environmental remediation liabilities, we recognize the fair value of the obligation when the obligation is incurred.

Assets Held for Sale

We classify long-lived assets to be sold as held for sale in the period (i) we have approved and committed to a plan to sell the asset, (ii) the asset is available for immediate sale in its present condition, (iii) an active program to locate a buyer and other actions required to sell the asset have been initiated, (iv) the sale of the asset is probable, (v) the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value, and (vi) it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

We initially measure a long-lived asset that is classified as held for sale at the lower of its carrying value or fair value less any costs to sell.

Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met.

Conversely, gains are not recognized on the sale of a long-lived asset until the date of sale.

Upon designation as an asset held for sale, we stop recording depreciation expense on the asset.

We assess the fair value of a long-lived asset less any costs to sell at each reporting period and until the asset is no longer classified as held for sale.

The methodology utilized to determine fair value at the time of classification as held for sale is dependent on the type of long-lived asset.

All methodologies utilized to determine fair value involve judgment.

During the year ended December 31, 2022, we concluded that the parcels of land and infrastructure which were previously classified as held for sale, no longer met the held for sale criteria.

Thus, these assets were reclassified to property and equipment as a non-cash transfer.

The assets were measured at fair value as of the transfer date as assets held for sale prior to reclassification, principally utilizing market approaches for the land parcels and the cost approach for infrastructure.

For the year ended December 31, 2022, we recorded a reversal of impairment expense of $ 7 million corresponding with this reclassification.

As of December 31, 2023 and 2022, we did not have assets held for sale.

Refer to Note 9:

Property and Equipment for additional information.

We lease sales centers, office space and equipment under lease agreements.

11 unchanged sentences

ROU assets for operating and finance leases are periodically reviewed for impairment losses under ASC 360-10, Property, Plant, and Equipment , to determine whether a ROU asset is impaired, and if so, the amount of the impairment loss to recognize.

Refer to Note 17:

Leases for additional information.

4 unchanged sentences

When evaluating goodwill for impairment, we may perform the optional qualitative assessment by considering factors including macroeconomic conditions, industry and market conditions, overall financial performance of our reporting units, and other relevant entity-specific events.

If we bypass the qualitative assessment, or if we conclude that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then we perform a quantitative impairment test by comparing the fair value of a reporting unit

with its carrying amount.

We only recognize an impairment on goodwill if the estimated fair value of a reporting unit is less than its carrying value, in an amount not to exceed the carrying value of the reporting unit's goodwill.

No goodwill impairment charges were recognized during the years ended December 31, 2024, 2023 and 2022, and there is no accumulated impairment of goodwill for any period presented in the consolidated financial statements.

The changes in goodwill for the periods presented in the consolidated financial statements were limited to increases or decreases in goodwill resulted from the Diamond and Grand Islander acquisitions and any related measurement period adjustments.

Refer to Note 3:

The changes in goodwill for the periods presented in the consolidated financial statements were limited to increases in goodwill resulting from the Grand Islander and Bluegreen Acquisitions and increases or decreases resulting from any related measurement period adjustments.

Acquisitions for additional information.

Intangible Assets

Our intangible assets consist of management agreements, trade name, club member relationships and certain proprietary software technologies with finite lives.

Our intangible assets consist of trade name, management contracts, club member relationships, marketing agreements, and other contract-related intangible assets.

As part of the Bluegreen Acquisition, we acquired certain intangible assets that were recorded at their fair value.

Acquisitions for additional information.

Additionally, we capitalize costs incurred to develop internal-use computer software, including costs incurred in connection with development of upgrades or enhancements that result in additional functionality.

1 unchanged sentence

Intangible assets with finite useful lives are amortized using the straight-line method over their respective useful lives, which varies for each type of intangible, unless another amortization method is deemed to be more appropriate.

In our consolidated statements of operations, the amortization of these intangible assets is included in Depreciation and amortization expense.

In our consolidated statements of income, the amortization of these intangible assets is included in Depreciation and amortization expense.

In estimating the useful life of acquired assets, we reviewed the expected use of the assets acquired, factors that may limit the useful life of an acquired asset or may enable the extension of the useful life of an acquired asset without substantial cost, the effects of obsolescence, demand, competition and other economic factors, and the level of maintenance expenditures required to obtain the expected future cash flows from the asset.

We review all finite life intangible assets for impairment when circumstances indicate that their carrying amounts may not be recoverable.

If the carrying value of an asset group is not recoverable, we recognize an impairment loss for the excess of the carrying value over the fair value in our consolidated statements of operations.

As of December 31, 2023 and 2022, we do not have any indefinite lived intangible assets.

Refer to Note 12:

If the carrying value of an asset group is not recoverable, we recognize an impairment loss for the excess of the carrying value over the fair value in our consolidated statements of income.

As of December 31, 2024 and 2023, other than goodwill, we do not have any indefinite lived intangible assets.

Intangible Assets for additional information.

2 unchanged sentences

The capitalized costs related to the Timeshare Facility and the Revolver are included in Other assets while the remaining capitalized costs related to all other debt instruments are included in Debt, net and Non-recourse debt, net in our consolidated balance sheets.

The amortization of deferred financing costs is included in Interest expense in our consolidated statements of operations.

Refer to Note 15:

The amortization of deferred financing costs is included in Interest expense in our consolidated statements of income.

Debt & Non-recourse debt for additional information.

1 unchanged sentence

We expense indirect sales and marketing costs we incur to sell VOIs and vacation packages when incurred.

Deferred selling expenses, which are direct selling costs related to a contract for which revenue has not yet been recognized, were $ 18 million as of both December 31, 2023 and 2022, and were included in Other assets on our consolidated balance sheets.

Deferred selling expenses, which are direct selling costs related to a contract for which revenue has not yet been recognized, were $ 24 million and $ 18 million as of December 31, 2024 and 2023, respectively, and were included in Other assets on our consolidated balance sheets.

Fair Value Measurements—Valuation Hierarchy

11 unchanged sentences

The classification of assets and liabilities within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement in its entirety.

Refer to Note 15:

Debt and non-recourse debt and Note 16:

5 unchanged sentences

Gains and losses from foreign exchange rate changes related to transactions denominated in a currency other than an entity’s functional currency or transactions related to intercompany receivables and payables denominated in a currency other than an entity’s functional currency that are not of a long-term investment nature are recognized as g ains or losses on foreign currency transactions.

These gains or losses are included in Other gain (loss), net in our consolidated statements of operations.

These gains or losses are included in Other (loss) gain, net in our consolidated statements of income.

Share-Based Compensation

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.

We record compensation expense based on the share-based awards granted to our employees.

Certain of our employees participated in our 2023 Omnibus Incentive Plan which compensates eligible employees and directors.

The measurement objective for these equity awards is the estimated fair value at the grant date of the equity instruments that we are obligated to issue when employees have rendered the requisite service and satisfied any other conditions necessary to earn the right to benefit from the instruments.

Compensation expense is recognized ratably over the requisite service period and the corresponding change is recognized in Additional paid-in capital in our consolidated balance sheets.

Compensation expense is based on the share-based

awards granted to our employees and recognized ratably over the requisite service period and the corresponding change is recognized in Additional paid-in capital in our consolidated balance sheets.

The requisite service period is the period during which an employee is required to provide service in exchange for an award.

We recognize forfeitures of awards as they occur.

Share-based Compensation for additional information.

We account for income taxes using the asset and liability method.

The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current year, to recognize the deferred tax assets and liabilities that relate to tax consequences in future years, which result from differences between the respective tax basis of assets and liabilities and their financial reporting amounts, and tax loss and tax credit carryforwards.

The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current year and to recognize the deferred tax assets and liabilities that relate to tax consequences in future years.

Deferred tax assets and liabilities result from differences between the respective tax basis of assets and liabilities and their financial reporting amounts, and tax loss and tax credit carryforwards.

Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which the respective temporary differences or operating loss or tax credit carryforwards are expected to be recovered or settled.

The realization of deferred tax assets and tax loss and tax credit carryforwards is contingent upon the generation of future taxable income and other restrictions that may exist under the tax laws of the jurisdiction in which a deferred tax asset exists.

The realization of deferred tax assets is contingent upon the generation of future taxable income and other restrictions that may exist under the tax laws of the jurisdiction in which a deferred tax asset exists.

Valuation allowances are provided to reduce such deferred tax assets to amounts more likely than not to be ultimately realized.

2 unchanged sentences

If it is determined that a position meets the more-likely-than-not recognition threshold, the benefit recognized in the financial statements is measured as the largest amount of benefit that is greater than 50% likely of being realized upon settlement.

Interest and penalties related to unrecognized tax benefits are recognized as a component of income tax expense in the accompanying consolidated statement of operations.

Interest and penalties related to unrecognized tax benefits are recognized as a component of income tax expense in the accompanying consolidated statement of income.

Accrued interest and penalties are included on the related tax liability line in the consolidated balance sheet.

We made an accounting policy election related to accounting for the tax effects of Global Intangible Low-Taxed Income (“GILTI”) that was implemented as part of the Tax Cuts and Jobs Act of 2017 (the “Tax Act”).

With regard to GILTI, we have elected to recognize any current tax as an expense in the period it is incurred.

Income Taxes for additional information.

Earnings Per Share

Basic earnings per share (“EPS”) is calculated by dividing the earnings available to common shareholders by the weighted average number of common shares outstanding for the period.

Basic earnings per share (“EPS”) is calculated by dividing the earnings attributable to stockholders by the weighted average number of common shares outstanding for the period.

Diluted EPS is calculated to give effect to all potentially dilutive common shares that were outstanding during the reporting period.

1 unchanged sentence

hence, diluted EPS would equal basic EPS in a period of loss.

Earnings Per Share for additional information.

Defined Contribution Plan

2 unchanged sentences

We recognized compensation expense for our participating employees totaling $ 34 million, $ 23 million and $ 19 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Noncontrolling Interest

Noncontrolling interest reflects a third party’s ownership interest in Big Cedar that is consolidated in our consolidated financial statements but is less than 100% owned by HGV.

The noncontrolling interest is recognized as equity in our consolidated balance sheet and presented separately from the equity attributable to stockholders.

The amounts of consolidated net income and comprehensive income attributable to stockholders and noncontrolling interest are separately presented in the consolidated statements of income and comprehensive income.

Recently Issued Accounting Pronouncements

Adopted Accounting Standards

On January 1, 2023, we adopted Accounting Standards Update 2022-02 (“ASU 2022-02”), Financial Instruments— Credit Losses (ASC 326):

Troubled Debt Restructurings and Vintage Disclosures.

ASU 2022-02 provides, under Issue 2 - Vintage Disclosures, that an entity discloses current-period gross write-offs by year of origination for financing receivables and net investments in leases.

For financing receivables, the vintage disclosure is to present the amortized cost basis by credit quality indicator and class of financing receivable for the year of origination.

The vintage disclosures are to be applied prospectively.

The impact of adoption of ASU 2022-02 was in disclosure only and did not have an impact on our consolidated financial statements.

Timeshare Financing Receivables for additional information.

On January 1, 2023, we adopted Accounting Standards Update 2021-08 (“ASU 2021-08”), Business Combinations (Topic 805):

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers .

ASU 2021-08 provides that an entity recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606.

At the acquisition date, the entity should account for the related revenue contracts in accordance with Topic 606 as if the entity had originated the contracts.

The adoption of ASU 2021-08 did not have a material impact on our consolidated financial statements.

Accounting Standards Not Yet Adopted

In November 2023, the FASB issued Accounting Standards Update 2023-07 (“ASU 2023-07”), Segment Reporting (Topic 280):

For the year ended December 31, 2024, we adopted the Financial Accounting Standards Board (“FASB”) 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.

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 and is applied retrospectively for all periods presented.

The impact of adoption of ASU 2023-07 was in disclosure only and did not have

an impact on our consolidated balance sheets and statements of income.

Business Segments for additional information.

Accounting Standards Not Yet Adopted

In December 2023, the FASB issued Accounting Standards Update 2023-09 (“ASU 2023-09”), Income Taxes (Topic 740):

2 unchanged sentences

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 effective for fiscal years beginning after December 15, 2024.

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.

Diamond Acquisition

On August 2, 2021, we completed the Diamond Acquisition by exchanging 100 % of the outstanding equity interests of Diamond to HGV common shares.

Shareholders of Diamond received 0.32 shares of our common stock for each share of Diamond common stock.

Following the closing of the Diamond Acquisition, pre-existing HGV shareholders owned approximately 72 % of the combined company after giving effect to the Diamond Acquisition, with Apollo and other minority shareholders holding the remaining approximately 28 % at the time the Diamond Acquisition was completed.

Additionally, in connection with the Diamond Acquisition, HGV repaid certain existing indebtedness of Diamond.

Costs related to the acquisition for the years ended December 31, 2023, 2022 and 2021 were $ 51 million, $ 67 million, and $ 106 million, respectively, which were expensed as incurred, and reflected as Acquisition and integration-related expense in our consolidated statements of operations.

The following table presents the fair value of each class of consideration transferred in relation to the Diamond Acquisition at the Diamond Acquisition Date:

($ in millions, except stock price amounts)

HGV common stock shares issued for outstanding Diamond shares 33.93

HGV common stock price as of Diamond Acquisition Date (1)

Stock purchase price $ 1,381

Repayment of Legacy-Diamond debt $ 2,029

The adoption of ASU 2023-09 is expected to impact disclosures only and not have a material impact on our consolidated balance sheet and statement of income.

In November 2024, the FASB issued Accounting Standards Update 2024-03 (“ASU 2024-03”), Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses .

ASU 2024-03 provides amendments to improve disclosure requirements of specified information about certain costs and expenses, both on an interim and annual basis.

The guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027.

The guidance should be applied either (1) prospectively or (2) retrospectively to any or all prior periods presented.

The impact of adoption of ASU 2024-03 is expected to impact disclosures only and not have a material impact on our consolidated balance sheet and statement of income.

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 were $ 191 million and $ 17 million, for the years ended December 31, 2024 and 2023.

These costs were expensed as incurred and included within Acquisition and integration-related expense in our consolidated statements of income.

The following table presents the 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)

Payment of seller transaction fees (2)

Total consideration transferred $ 1,556

(1) Represents the average of the opening and closing price of HGV stock on August 2, 2021.

Fair Values of Assets Acquired and Liabilities Assumed

We accounted for the Diamond Acquisition as a business combination, which required us to record the assets acquired and liabilities assumed at fair value as of the Diamond Acquisition Date.

The following table presents the fair values of the assets that we acquired and the liabilities that we assumed, as finalized:

($ in millions) August 2, 2021 (as finalized)

(1) Reflects the balance of Bluegreen's debt repaid by HGV.

(2) Reflects transaction-related expenses incurred by Bluegreen but paid by HGV.

Fair Values of Assets Acquired, Liabilities Assumed and Noncontrolling Interest

We accounted for the Bluegreen Acquisition as a business combination, which requires us to record the assets acquired, liabilities assumed and noncontrolling interest at fair value as of the Bluegreen Acquisition Date.

The values attributed to Timeshare financing receivables, Inventory, Intangible assets, Property and equipment and Noncontrolling interest are based on valuations prepared using Level 3 inputs and assumptions in accordance with ASC Topic 820, “ Fair Value Measurement ” (“ASC 820”).

The values attributed to Debt, Non-recourse debt, Operating lease right-of-use assets and Operating lease liabilities are based on Level 2 inputs in accordance with ASC 820.

The following table presents the fair values of the assets acquired, liabilities assumed, and noncontrolling interest, as finalized:

($ in millions) January 17, 2024 (as reported at March 31, 2024) Adjustments (1)

January 17, 2024 (as finalized at December 31, 2024)

Assets acquired

1 unchanged sentence

Restricted cash 44 — 44

Accounts receivable, net of allowance for doubtful accounts 90

Accounts receivable

Timeshare financing receivables, net 925 ( 54 ) 871

Inventory 365 ( 2 ) 363

Property and equipment, net 273

Operating lease right-of-use assets, net 33

Intangible assets, net 1,429

Property and equipment 177 19 196

Investment in unconsolidated affiliates

Operating lease right-of-use assets 18 1 19

Intangible assets 812 ( 57 ) 755

Other assets 83 2 85

2 unchanged sentences

Accounts payable, accrued expenses and other $ 129 $ 13 $ 142

Non-recourse debt, net 660

Operating lease liabilities 33

Advanced deposits

Deferred revenues 140

Non-recourse debt

Operating lease liabilities

Deferred revenue 57 ( 38 ) 19

Deferred income tax liabilities 348 ( 28 ) 320

2 unchanged sentences

Total consideration transferred $ 1,556 $ — $ 1,556

(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.

The majority of goodwill is not expected to be deductible for tax purposes.

Our estimates and assumptions were subject to adjustments during the measurement period, not to exceed one year from the Diamond Acquisition Date.

During the year ended December 31, 2022, we recognized a net adjustment to goodwill of $ 39 million, net of impacts of tax adjustments.

The adjustments resulted from changes to our estimates of the fair value of the acquired assets and assumed liabilities based on finalizing the valuations of acquired property and equipment, accounts receivable, operating lease right-of-use asset and related lease liabilities, capitalized software and insurance receivables given the ultimate determination of proceeds related to preacquisition business interruption insurance claims as well as deferred income tax liabilities.

The net income effects associated with the measurement period adjustments recorded during the years ended December 31, 2022 and 2021 are considered immaterial.

Net assets acquired

( 1,191 ) 60 ( 1,131 )

Noncontrolling interest

158 ( 18 ) 140

$ 523 $ 42 $ 565

(1) There were measurement period adjustments not impacting goodwill for the year ended December 31, 2024, primarily due to management's review of historical accounting records and alignment of policies.

These adjustments primarily consisted of $ 13 million from Cash and cash equivalents to Accounts payable, accrued expenses and other and $ 38 million from Deferred revenue to Advanced deposits .

(2) Goodwill is calculated as total consideration transferred less net assets acquired plus noncontrolling interest 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 which consist of loans to customers who purchased vacation ownership products and chose to finance their purchases.

These timeshare financing receivables are collateralized by the underlying VOIs and generally have 10-year amortizing repayment terms.

We 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.

For purposes of our fair value allocation, we have considered all acquired receivables to be purchase credit deteriorated assets.

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 measured 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.

The significant assumption used in determining the fair value of timeshare financing receivables was the default rate.

We have determined that the entire

acquired timeshare financing receivables portfolio was considered PCD assets as it shows evidence of more-than-insignificant deterioration in credit quality since origination.

Timeshare Financing Receivables for additional information.

Acquired timeshare financing receivables with credit deterioration as of the Diamond Acquisition Date were as follows:

Acquired timeshare financing receivables with credit deterioration as of the Bluegreen Acquisition Date were as follows:

($ in millions) As of

August 2, 2021

January 17, 2024

Purchase price $ 871

3 unchanged sentences

We acquired inventory which primarily consists of completed unsold VOIs.

We valued 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 measured 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.

The significant assumptions used to determine the fair value of acquired inventory were projected revenues to be derived from such VOIs.

Other assumptions impacting the fair value of the acquired inventory include our estimates of operating costs and margins, and the discount rate.

Property and Equipment

We acquired property and equipment, which includes land, building and leasehold improvements, furniture and equipment and construction in progress.

We valued the majority of acquired property and equipment using a mix of cost, market and discounted cash flow approaches, which included estimates of future income growth, capitalization rates, discount rates, and capital expenditure needs of the resorts.

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.

We determined 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 by applying inflation 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.

Operating Lease Right-of-Use-Assets and Lease Liabilities

We have recorded a 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 Topic 842:

Leases, 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 measured at carrying value.

Additionally, any equipment lease was held at carrying value.

Intangible Assets

The following table presents our fair values of the acquired identified intangible assets and their related remaining useful lives .

Estimated Fair

($ in millions) Estimated Useful Life

The following table presents our fair values of the acquired Bluegreen's identified intangible assets and their related remaining useful lives as of the Bluegreen Acquisition Date:

Weighted Average Estimated Useful Life

(in years) Estimated Fair

($ in millions)

Trade name 7 $ 30

1 unchanged sentence

Club member relationships 11 35

Computer software 21 1.5

Total intangible assets $ 1,429

We valued the acquired trade name intangible using the relief-from-royalty method, which applies an estimated royalty rate to forecasted future cash flows, discounted to present value.

We valued the acquired management contracts intangible and club member relationships intangible using the multi-period excess earnings method, which is a variation of the income approach.

Capitalized software 3 7

Marketing agreements

Other contract-related intangible assets 10 50

Total intangible assets acquired $ 755

We measured 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 measured the fair value of

management contracts and club 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.

Significant estimates and assumptions impacting the fair value of the acquired management contracts intangible 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 management contracts intangible involving less subjective and/or less complex judgments include:

short-term and long-term revenue growth rates, attrition rates, capital expenditures, tax rates and other factors impacting the discounted cash flows.

Our significant assumptions used in determining the fair value of the management contracts included anticipated revenue growth rates and the discount rate.

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.

As part of the acquisition and consideration transferred, we paid off $ 265 million of Bluegreen’s existing corporate debt and accrued interest.

We valued the remaining assumed debt using a discounted cash flow model under the income approach.

The significant assumptions include prepayment rates and market interest rates.

Non-Recourse Debt

We valued the securitized debt and warehouse loan facilities using a discounted cash flow model under the income approach.

The significant assumptions include default rates of the timeshare financing receivables which collateralize the non-recourse debt, prepayment rates and market bond interest rates.

Deferred Revenue

Deferred revenue primarily relates to deferred sales incentives revenues, mainly related to Bonus Points, which are deferred and recognized upon redemption;

Deferred revenue primarily relates to deferred sales incentives revenues, including 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.

Additionally, deferred revenue includes maintenance fees collected from owners, in certain cases, which are earned by the relevant property owners’ association over the applicable period.

We measured the fair value of the deferred revenue at the carrying value of such liabilities as of the Bluegreen Acquisition Date.

Deferred Income Taxes

Deferred income taxes primarily relate to the fair value of assets and liabilities acquired from Diamond, including timeshare financing receivables, inventory, property and equipment, intangible assets, and debt.

We calculated deferred income taxes based on statutory rates in the jurisdictions of the legal entities where the acquired assets and liabilities are recorded.

As part of the acquisition and consideration transferred, we paid off $ 2,029 million of Diamond’s existing corporate debt, accrued interest and early termination penalties.

Non-Recourse Debt

We valued the securitized debt from VIEs 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.

Operating Lease Right-of-Use-Assets and Lease Liabilities

We have recorded liabilities for those operating leases assumed in connection with the Diamond Acquisition with a remaining term in excess of a year.

We valued lease liabilities at the present value of the remaining contractual lease payments based on the guidance in ASC 842 and used a discount rate determined as of the Diamond Acquisition Date.

The right-of-use assets for such leases were measured at an amount equal to the lease liabilities, adjusted for favorable or unfavorable terms of the lease when compared with market terms.

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 valued deferred income taxes based on the blended U.S.

federal and state statutory tax rate which approximates to 25%.

Noncontrolling Interest

The acquired noncontrolling interest relates to Big Cedar, a joint venture in which we are deemed to hold a controlling financial interest based on our 51 % equity interest, our active role as the day-to-day manager of its activities, and our majority voting control of its management committee.

We measured the fair value of the noncontrolling interest using a discounted cash flow model.

We have recorded goodwill of $ 565 million 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.

Real Estate Sales and Financing Segment Resort Operations and Club Management Segment Total Consolidated

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 $ 142 $ 423 $ 565

Pro Forma Results of Operations

The following unaudited pro forma information presents the combined results of operations of HGV and Diamond as if we had completed the Diamond Acquisition on January 1, 2020, the first day of our 2020 fiscal year, but using our fair values of assets acquired and liabilities assumed as of the Diamond Acquisition Date.

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 the 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 Diamond Acquisition had occurred at the beginning of the period presented, nor are they indicative of future results of operations.

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.

Year Ended December 31,

1 unchanged sentence

Revenue $ 5,028 $ 5,013

Net income (loss) 337

Diamond Results of Operations

The following table presents the results of Diamond operations included in our statement of operations for the period from the Diamond Acquisition Date through the end of 2021:

($ in millions) August 2, 2021 to December 31, 2021

Bluegreen Results of Operations

The following table presents the results of Bluegreen operations included in our consolidated statement of income for the period from the Bluegreen Acquisition Date through December 31, 2024:

($ in millions) January 17, 2024 to December 31, 2024

Revenue $ 985

Net income 92

Grand Islander Acquisition

2 unchanged sentences

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 110 million in cash consideration, $ 4 million of non-cash consideration attributable to the effective settlement of a pre-existing relationship based on the contract value, and the remaining $ 3 million was accrued for within Accounts payable, accrued expenses and other as of December 31, 2023.

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, $ 52 million of securitized timeshare financing receivables, net, $ 199 million of unsecuritized timeshare financing receivables, net, $ 18 million of inventory, and $ 2 million of other assets.

Of the unsecuritized timeshare financing receivables acquired, $ 127 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 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 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.

Timeshare Financing Receivables

The timeshare financing receivables acquired are considered purchased credit deteriorated assets.

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.

The fair values of the assets acquired included $ 8 million of cash and cash equivalents, $ 28 million of restricted cash, $ 5 million of accounts receivable, $ 199 million of securitized timeshare financing receivables, net, $ 53 million of unsecuritized timeshare financing receivables, net, $ 15 million of inventory, and $ 2 million of other assets.

Of the securitized timeshare financing receivables acquired, $ 128 million was used as collateral to secure a non-recourse revolving timeshare receivable credit facility (“Grand Islander Timeshare Facility”).

The fair values of the liabilities assumed consisted of $ 193 million of non-recourse debt and $ 4 million of other liabilities.

The fair values of the assets acquired, and liabilities assumed and the related acquisition accounting were based on management’s estimates and assumptions, as well as other information compiled by management.

We determined the fair value of the timeshare financing receivables and inventory 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 receivable and the sell-out period of the inventory, respectively.

For non-recourse debt we determined 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 are considered PCD assets.

The following table presents the acquired assets with credit deterioration as of the Grand Islander Acquisition Date:

5 unchanged sentences

Par value $ 274

Goodwill of $ 2 million is calculated as total consideration transferred less net assets acquired.

Such amount of goodwill is de minimis to our reporting units or to our reportable segments as of December 31, 2023.

Goodwill of $ 4 million was calculated as total consideration transferred less net assets acquired.

The adjustments recorded during the measurement period resulted from changes to our estimates of the fair value of the acquired assets and assumed liabilities based on updates to assumptions in 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.

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, as defined by Topic 805.

Acquisition and integration-related expense related to this transaction were de minimis for the year ended December 31, 2023.

REVENUE FROM CONTRACTS WITH CUSTOMERS

51 unchanged sentences

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 include the deferred revenues associated with the sales associated with incomplete phases or buildings;

the sales of unacquired inventory;

and deferred sales associated with our long-term lease product with a reversionary interest.

Deferred VOI sales primarily include the deferred revenues of sales associated with incomplete phases or buildings and the sales of unacquired inventory.

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:

4 unchanged sentences

During the year ended December 31, 2024, we recognized $ 106 million of sales of VOIs, net, offset by deferrals of $ 158 million, related to sales of projects under construction, some of which were completed during the year.

We expect to recognize the revenue, costs of VOI sales and direct selling costs related to the projects under construction as of December 31, 2023, upon their completion in 2024.

We expect to recognize the revenue, costs of VOI sales and direct selling costs related to the projects under construction as of December 31, 2024, upon their completion.

The following table includes the remaining transaction price related to Advanced deposits, Club activation fees and Bonus Points as of December 31, 2024:

13 unchanged sentences

(1) See Note 15:

Debt & Non-recourse Debt for additional information.

Debt and Non-recourse Debt for additional information.

(2) Other restricted cash primarily includes cash collected on behalf of HOAs, deposits related to servicer arrangements and other deposits.

12 unchanged sentences

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.

We have various allowances for our accounts receivable related to fee-for-service commissions, trade accounts receivable, marketing packages, club dues and activation fees.

The changes in our allowance were as follows during the year ended December 31, 2023:

The changes in our allowance during the year ended December 31, 2024 were as follows:

($ in millions) Fee-for-service commissions

8 unchanged sentences

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 existed both prior to and following the Diamond Acquisition and the Grand Islander Acquisition date, excluding Legacy-Diamond and Legacy-Grand Islander (“Legacy-HGV”) and timeshare financing receivables originated by Legacy-Diamond and Legacy-Grand Islander subsequent to the respective acquisition dates.

Our acquired portfolio includes all timeshare financing receivables acquired from Legacy-Diamond and Legacy-Grand Islander as of the respective acquisition dates.

The following table presents the components of each portfolio segment by class of timeshare financing receivables:

We define our timeshare financing receivables portfolios as (i) originated and (ii) acquired.

The following table presents the components of each portfolio by class of timeshare financing receivables:

Originated Acquired

12 unchanged sentences

(2) Non-credit premium of $ 97 million was recognized at the Diamond Acquisition Date, of which $ 16 million and $ 26 million remains unamortized as of December 31, 2024 and 2023, respectively.

Non-credit premium of $ 6 million was recognized at the Grand Islander Acquisition Date which remains unamortized as of December 31, 2023.

In August 2023, we completed a securitization of approximately $ 293 million of gross timeshare financing receivables and issued approximately $ 187 million of 5.72 % notes, $ 79 million of 6.11 % notes, and $ 27 million of 6.94 % notes due January 2038.

A non-credit premium of $ 2 million was recognized at the Grand Islander Acquisition Date with $ 1 million remaining unamortized as of December 31, 2024 and 2023, respectively.

Non-credit premium of $ 76 million was recognized at the Bluegreen Acquisition Date, of which $ 45 million remains unamortized as of December 31, 2024.

In April 2024, we completed a securitization of approximately $ 240 million of gross timeshare financing receivables and issued approximately $ 101 million of 5.75 % notes, $ 58 million of 5.99 % notes, $ 46 million of 6.62 % notes, and $ 35 million of 8.85 % notes due September 2039.

The securitization transaction did not qualify as a sale and, accordingly, no gain or loss was recognized.

1 unchanged sentence

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

In May 2024, we completed a securitization of approximately $ 375 million of gross timeshare financing receivables and issued approximately $ 217 million of 5.50 % notes, $ 80 million of 5.65 % notes, $ 57 million of 5.99 % notes, and $ 21 million of 6.91 % notes due March 2038.

The securitization transaction did not qualify as a sale and, accordingly, no gain or loss was recognized.

The transaction is considered a secured borrowing, and the notes from the transaction are presented as non-recourse debt.

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

In November 2024, we completed a securitization of approximately $ 500 million of timeshare loans and issued approximately $ 273 million of 4.98 % notes, $ 147 million of 5.27 % notes, and $ 80 million of 5.71 % notes due August 2040.

The securitization transaction did not qualify as a sale and, accordingly, no gain or loss was recognized.

The transaction is considered a secured borrowing, and the notes from the transaction are presented as non-recourse debt.

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

Consolidated Variable Interest Entities and Note 15:

Debt and Non-recourse Debt for additional information.

Debt and Non-recourse Debt for additional information on our securitizations.

As of December 31, 2024 and 2023, we had timeshare financing receivables with a carrying value of $ 455 million and $ 415 million, respectively, securing the Timeshare Facility.

In connection with the acquisition of Grand Islander, we also gained access to an additional timeshare facility.

The Grand Islander Timeshare Facility is secured by Legacy-Grand Islander acquired timeshare financing receivables with a carrying value of $ 127 million as of December 31, 2023.

In connection with the acquisitions of Grand Islander and Bluegreen, we had access to additional timeshare facilities, which were terminated during the first quarter of 2024.

For our originated portfolio, we record an estimate of variable consideration for estimated defaults as a reduction of revenue from VOI sales at the time revenue is recognized on a VOI sale.

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 years ended December 31, 2023, and 2022, we recorded an adjustment to our estimate of variable consideration of $ 171 million and $ 140 million, respectively.

For our acquired portfolio, any changes to the estimates of our allowance are recorded within Financing expense on our consolidated statements of operations in the period in which the change occurs.

For our acquired portfolio, any changes to the estimates of our allowance are recorded within Financing expense on our consolidated statements of income in the period in which the change occurs.

We recognize interest income on our timeshare financing receivables as earned.

As of December 31, 2024 and 2023, we had interest receivable outstanding of $ 22 million and $ 17 million, respectively, on our originated timeshare financing receivables.

As of both December 31, 2023 and 2022, we had interest receivable outstanding of $ 4 million on our acquired timeshare financing receivables.

As of both December 31, 2024 and 2023, we had interest receivable outstanding of $ 7 million and $ 4 million on our acquired timeshare financing receivables.

Interest receivable is included in Other Assets within our 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 December 31, 2023, our originated timeshare financing receivables had interest rates ranging from 1.5 % to 25.8 %, a weighted-average interest rate of 14.9 %, a weighted-average remaining term of 8.3 years and maturities through 2038 .

Our acquired timeshare financing receivables had interest rates ranging from 2.0 % to 25.0 %, a weighted-average interest rate of 14.7 %, a weighted-average remaining term of 6.9 and maturities through 2038 .

As of December 31, 2024, our originated timeshare financing receivables had interest rates ranging from 1.5 % to 25.8 %, a weighted-average interest rate

of 14.9 %, a weighted-average remaining term of 8.6 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 15.0 %, a weighted-average remaining term of 6.9 years and maturities through 2039.

Allowance for Financing Receivables Losses

The changes in our allowance for financing receivables losses were as follows:

($ in millions) Originated

Balance as of December 31, 2021 $ 280 $ 482

Provision for financing receivables losses (1)

Write-offs ( 70 ) ( 119 )

Inventory recoveries — 29

Balance as of December 31, 2022 $ 404 $ 338

Provision for financing receivables losses (1)

Initial allowance for purchased credit deteriorated financing receivables acquired during the period (2)

Write-offs ( 73 ) ( 116 )

Inventory recoveries — 26

Balance as of December 31, 2023 $ 500 $ 279

Provision for financing receivables losses (1)

Initial allowance for purchased credit deteriorated financing receivables acquired during the period (2)

Write-offs ( 106 ) ( 258 )

Inventory recoveries — 123

Balance as of December 31, 2024 $ 804 $ 268

(1) For the Originated portfolio, this amount includes incremental provision for financing receivables losses, net of activity related to the repurchase of defaulted and upgraded timeshare financing receivables.

For the Acquired portfolio, this amount includes incremental provision for credit loss expense from Acquired loans.

(2) The initial gross allowance determined for receivables with credit deterioration was $ 163 million as of the Bluegreen Acquisition Date and $ 30 million as of the Grand Islander Acquisition Date.

We also reduced the initial allowance determined for receivables with credit deterioration for Legacy-Grand Islander by $ 6 million during the first quarter of 2024.

(3) 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.

Originated Timeshare Financing Receivables

Our originated timeshare financing receivables as of December 31, 2024, mature as follows:

Originated Timeshare Financing Receivables

($ in millions) Securitized Unsecuritized Total

2025 $ 118 $ 113 $ 231

2026 124 120 244

2027 129 135 264

2028 133 151 284

2029 135 170 305

Thereafter 529 1,075 1,604

Total $ 1,168 $ 1,764 $ 2,932

Acquired Timeshare Financing Receivables with Credit Deterioration

1 unchanged sentence

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 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.

Summary of Significant Accounting Policies for additional information on the fair value methodology for our acquired timeshare financing receivables and related allowances for credit losses.

9 unchanged sentences

Total $ 641 $ 443 $ 1,084

Originated Timeshare Financing Receivables

Our originated timeshare financing receivables as of December 31, 2023, mature as follows:

Credit Quality of Timeshare Financing Receivables

Originated Timeshare Financing Receivables

($ in millions) Securitized Unsecuritized Total

2024 $ 88 $ 99 $ 187

Our originated gross balances by average FICO score of our originated timeshare financing receivables were as follows:

December 31, 2024

($ in millions) HGV

Grand Islander

700+ $ 956 $ 505 $ 23 $ 356 $ 1,840

2 unchanged sentences

249 11 21 3 284

Thereafter 300 774 1,074

Total $ 1,582 $ 845 $ 49 $ 456 $ 2,932

Allowance for Financing Receivables Losses

The changes in our allowance for financing receivables losses were as follows:

($ in millions) Originated

Balance as of December 31, 2020 $ 211 $ —

Initial allowance for PCD financing receivables acquired during the period (1)

Provision for financing receivables losses (2)

Write-offs ( 79 ) ( 11 )

Inventory recoveries — 8

Balance as of December 31, 2021 $ 280 $ 482

Provision for financing receivables losses (2)

Write-offs ( 70 ) ( 119 )

Inventory recoveries — 29

Balance as of December 31, 2022 $ 404 $ 338

Initial allowance for PCD financing receivables acquired during the period (4)

Provision for financing receivables losses (2)

Provision for credit loss expense (5)

Write-offs ( 73 ) ( 116 )

Inventory recoveries — 26

Balance as of December 31, 2023 $ 500 $ 279

(1) The initial gross allowance determined for receivables with credit deterioration was $ 512 million as of the Diamond Acquisition Date.

Of this amount, approximately $ 249 million relates to net uncollectible balances such as loans that were fully written-off prior to the Diamond Acquisition.

Therefore, the net impact to the allowance related to acquired loans not previously written off was an increase of $ 263 million.

(2) Includes incremental provision for financing receivables losses, net of activity related to the repurchase of defaulted and upgraded securitized timeshare financing receivables.

(3) 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.

(4) The initial gross allowance determined for receivables with credit deterioration was $ 30 million as of the Grand Islander Acquisition Date.

(5) Includes incremental provision for credit loss expense from Acquired loans.

Credit Quality of Timeshare Financing Receivables

Legacy-HGV Timeshare Financing Receivables

Our gross balances by average FICO score of our Legacy-HGV timeshare financing receivables were as follows:

Legacy-HGV Timeshare Financing Receivables

($ in millions) December 31, 2023 December 31, 2022

(1) Timeshare financing receivables without a FICO score are primarily related to foreign borrowers.

December 31, 2023

($ in millions) HGV

Grand Islander

700+ $ 882 $ 403 $ 3 $ — $ 1,288

600-699 311 220 — — 531

<600 39 31 — — 70

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 Legacy-HGV timeshare financing receivables by the origination year and average FICO score as of December 31, 2023:

The following table details our gross originated timeshare financing receivables by the origination year and average FICO score as of December 31, 2024:

Originated Timeshare Financing Receivables

($ in millions) 2024 2023 2022 2021 2020 Prior Total

5 unchanged sentences

Current period gross write-offs $ 8 $ 7 $ 45 $ 25 $ 4 $ 17 $ 106

$ — $ 8 $ 12 $ 6 $ 9 $ 18 $ 53

(1) Timeshare financing receivables without a FICO score are primarily related to foreign borrowers.

As of December 31, 2023 and 2022, we had ceased accruing interest on timeshare financing receivables with an aggregate principal balance of $ 101 million and $ 76 million, respectively.

As of December 31, 2024 and 2023, we had ceased accruing interest on originated timeshare financing receivables with an aggregate principal balance of $ 323 million and $ 208 million, respectively.

The following tables detail an aged analysis of our gross timeshare financing receivables balance:

Legacy-HGV Timeshare Financing Receivables

Originated - Securitized

December 31, 2024

($ in millions) Securitized Unsecuritized Total

($ in millions) HGV

Grand Islander

Current $ 714 $ 279 $ 2 $ 135 $ 1,130

3 unchanged sentences

Total $ 734 $ 292 $ 2 $ 140 $ 1,168

Legacy-HGV Timeshare Financing Receivables

Originated - Unsecuritized

December 31, 2024

($ in millions) Securitized Unsecuritized Total

($ in millions) HGV

Grand Islander

Current $ 683 $ 389 $ 44 $ 301 $ 1,417

3 unchanged sentences

Total $ 848 $ 553 $ 47 $ 316 $ 1,764

Legacy-Diamond Timeshare Financing Receivables

Our gross balances by average FICO score of our Legacy-Diamond acquired and originated timeshare financing receivables were as follows:

Legacy-Diamond Acquired Timeshare Financing Receivables

($ in millions) December 31, 2023 December 31, 2022

700+ $ 256 $ 373

600-699 189 265

Originated - Securitized

December 31, 2023

($ in millions) HGV

Grand Islander

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

(1) Timeshare financing receivables without a FICO score are primarily related to foreign borrowers.

Legacy-Diamond Originated Timeshare Financing Receivables

($ in millions) December 31, 2023 December 31, 2022

Originated - Unsecuritized

December 31, 2023

($ in millions) HGV

Grand Islander

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:

December 31, 2024

($ in millions) Legacy-DRI Legacy-Grand Islander Legacy-Bluegreen

700+ $ 159 $ 44 $ 385 $ 588

600-699 114 13 203 330

<600 25 — 8 33

Total $ 307 $ 177 $ 600 $ 1,084

(1) Timeshare financing receivables without a FICO score are primarily related to foreign borrowers.

The following tables details our gross Legacy-Diamond acquired and originated timeshare financing receivables by the origination year and average FICO score as of December 31, 2023:

Legacy-Diamond Acquired Timeshare Financing Receivables

($ in millions) 2023 2022 2021 2020 2019 Prior Total

700+ $ — $ — $ 46 $ 56 $ 66 $ 88 $ 256

December 31, 2023

($ in millions) Legacy-DRI Legacy-Grand Islander Legacy-Bluegreen

700+ $ 256 $ 66 $ — $ 322

2 unchanged sentences

Total $ 499 $ 266 $ — $ 765

Current period gross write-offs

$ — $ — $ 14 $ 23 $ 35 $ 44 $ 116

(1) Timeshare financing receivables without a FICO score are primarily related to foreign borrowers.

Legacy-Diamond Originated Timeshare Financing Receivables

The following tables details our gross acquired timeshare financing receivables by the origination year and average FICO score as of December 31, 2024:

Acquired Timeshare Financing Receivables

($ in millions) 2024 2023 2022 2021 2020 Prior Total

7 unchanged sentences

(1) Timeshare financing receivables without a FICO score are primarily related to foreign borrowers.

As of December 31, 2023 and 2022, we had ceased accruing interest on Legacy-Diamond timeshare financing receivables with an aggregate principal balance of $ 373 million and $ 377 million, respectively.

As of December 31, 2024 and 2023, we had ceased accruing interest on acquired timeshare financing receivables with an aggregate principal balance of $ 231 million and $ 279 million, respectively.

The following tables detail an aged analysis of our gross timeshare receivables balance:

Legacy-Diamond Timeshare Financing Receivables

Acquired - Securitized

December 31, 2024

($ in millions) Securitized Unsecuritized Total

($ in millions) Legacy-DRI Legacy-Grand Islander Legacy-Bluegreen

Current $ 104 $ 84 $ 418 $ 606

3 unchanged sentences

Total $ 111 $ 86 $ 444 $ 641

Legacy-Diamond Timeshare Financing Receivables

Acquired - Unsecuritized

December 31, 2024

($ in millions) Securitized Unsecuritized Total

($ in millions) Legacy-DRI Legacy-Grand Islander Legacy-Bluegreen

Current $ 36 $ 68 $ 112 $ 216

3 unchanged sentences

Total $ 196 $ 91 $ 156 $ 443

Legacy-Grand Islander Timeshare Financing Receivables

Our gross balances by average FICO score of our Legacy-Grand Islander acquired and originated timeshare financing receivables were as follows:

Legacy-Grand Islander Acquired Timeshare Financing Receivables

($ in millions) December 31, 2023

(1) Timeshare financing receivables without a FICO score are primarily related to foreign borrowers.

Legacy-Grand Islander Originated Timeshare Financing Receivables

($ in millions) December 31, 2023

(1) Timeshare financing receivables without a FICO score are primarily related to foreign borrowers.

The following tables details our gross Legacy-Grand Islander acquired and originated timeshare financing receivables by the origination year and average FICO score as of December 31, 2023:

Legacy-Grand Islander Acquired Timeshare Financing Receivables

($ in millions) 2023 2022 2021 2020 2019 Prior Total

700+ $ 28 $ 16 $ 5 $ 2 $ 7 $ 8 $ 66

600-699 9 4 1 1 2 3 20

<600 — — — — — — —

39 29 18 20 34 40 180

Total $ 76 $ 49 $ 24 $ 23 $ 43 $ 51 $ 266

Current period gross write-offs

$ — $ — $ — $ — $ — $ — $ —

(1) Timeshare financing receivables without a FICO score are primarily related to foreign borrowers.

Legacy-Grand Islander Originated Timeshare Financing Receivables

($ in millions) 2023 2022 2021 2020 2019 Prior Total

700+ $ 3 $ — $ — $ — $ — $ — $ 3

600-699 — — — — — — —

<600 — — — — — — —

3 — — — — — 3

Acquired - Securitized

December 31, 2023

($ in millions) Legacy-DRI Legacy-Grand Islander Legacy-Bluegreen

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

Current period gross write-offs

$ — $ — $ — $ — $ — $ — $ —

(1) Timeshare financing receivables without a FICO score are primarily related to foreign borrowers.

As of December 31, 2023, we had ceased accruing interest on Legacy-Grand Islander timeshare financing receivables with an aggregate principal balance of $ 14 million.

The following tables detail an aged analysis of our gross timeshare receivables balance:

Legacy-Grand Islander Timeshare Financing Receivables

Acquired - Unsecuritized

December 31, 2023

($ in millions) Securitized Unsecuritized Total

($ in millions) Legacy-DRI Legacy-Grand Islander Legacy-Bluegreen

Current $ 92 $ 177 $ — $ 269

9 unchanged sentences

Total $ 2,244 $ 1,400

During the year ended December 31, 2023, we acquired inventory associated with a property in New York for $ 136 million from a third-party developer.

Under the purchase agreement, there are no further inventory commitments related to this property.

For the year ended December 31, 2023, we recorded non-cash operating activity transfers of $ 92 million related to the registrations for timeshare units under construction from Property and equipment, net to Inventory, pertaining to two of our properties in Hawaii.

For the year ended December 31, 2024, we recorded non-cash operating activity transfers, net of $ 271 million related to the registrations for timeshare units under construction for four properties from Property and equipment, net to Inventory .

As VOI inventory is constructed, it is recorded into Property and equipment, net until such units are registered and made available for sale.

Once registered and available for sale, the units are then transferred into completed unsold VOIs inventory.

Once registered and available for sale, the units are then transferred into Inventory .

Supplemental Disclosures of Cash Flow Information for information regarding non-cash transfers.

The table below presents costs of sales true-ups relating to VOI products and the related impacts to the carrying value of inventory and cost of VOI sales:

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:

Year Ended December 31,

2 unchanged sentences

$ 23 $ 61 $ 23

(1) For the years ended December 31, 2023, and December 31, 2022, the costs of sales true-up decreased costs of VOI sales and increased inventory.

For the year ended December 31, 2021, the costs of sales true-up increased costs of VOI sales and decreased inventory.

(1) Costs of sales true-up decreased cost of VOI sales and increased inventory in all periods presented.

PROPERTY AND EQUIPMENT

8 unchanged sentences

Depreciation expense on property and equipment was $ 52 million, $ 51 million, and $ 52 million for the years ended December 31, 2024, 2023 and 2022, respectively.

During the year ended December 31, 2023, we recorded a non-cash operating activity transfer of $ 20 million to Property and equipment, net, related to the purchase of units in South Carolina.

For the year ended December 31, 2022, we recorded a reversal of impairment expense of $ 7 million, corresponding with the asset reclassification and an impairment charge of $ 4 million, for retirement of certain assets.

Supplemental Disclosures of Cash Flow Information for information regarding non-cash transfers.

We recognized a $ 2 million impairment for the year ended December 31, 2024 related to the closure of certain sales centers.

There were no impairment charges for the year ended December 31, 2023.

During the year ended December 31, 2022, we recorded a reversal of impairment expense of $ 7 million, corresponding with an asset reclassification and an impairment charge of $ 4 million for retirement of certain assets.

CONSOLIDATED VARIABLE INTEREST ENTITIES

6 unchanged sentences

Only the assets of our VIEs are available to settle the obligations of the respective entities.

As part of the Grand Islander Acquisition, we acquired the variable interests in the entities associated with Grand Islander’s outstanding timeshare financing receivables securitization transactions.

As part of the Grand Islander Acquisition, we acquired the variable interests in the entities associated with Grand Islander outstanding timeshare financing receivables securitization transactions.

They have been aggregated for disclosure purposes as they are similar in nature to our previously established VIEs.

We also assumed a timeshare facility that has an outstanding balance of $ 124 million as of December 31, 2023 and is considered a VIE.

Debt and Non-recourse debt for additional information.

We also assumed a timeshare facility that had an outstanding balance of $ 124 million as of December 31, 2023 and was considered a VIE.

The timeshare facility was terminated in January 2024.

As part of the Bluegreen Acquisition, we acquired variable interest entities, including those associated with Bluegreen's outstanding timeshare financing receivables securitization transactions.

They have been aggregated for disclosure purposes as they are similar in nature to our previously established VIEs.

Debt and Non-recourse Debt for additional information regarding acquired VIEs.

Our consolidated balance sheets included the assets and liabilities of these entities, which primarily consisted of the following:

4 unchanged sentences

INVESTMENTS IN UNCONSOLIDATED AFFILIATES

As of December 31, 2023, we had ownership interests in BRE Ace LLC and 1776 Holdings LLC, which are VIEs.

We do not consolidate BRE Ace LLC and 1776 Holdings LLC because we are not the primary beneficiary.

For both VIEs, our investment interests are included in the consolidated balance sheets as Investments in unconsolidated affiliates, and equity earned is included in the consolidated statements of operations as Equity in earnings from unconsolidated affiliates .

During the year ended December 31, 2023, we received a cash distribution of approximately $ 16 million from our investment in BRE Ace LLC.

Our two unconsolidated affiliates have aggregated debt balances of $ 427 million and $ 393 million as of December 31, 2023 and 2022, respectively.

As of December 31, 2024 and 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 $ 384 million and $ 427 million as of December 31, 2024 and 2023, respectively.

The debt is secured by their assets and is without recourse to us.

1 unchanged sentence

Related Party Transactions for additional information.

During each of the years ended December 31, 2024 and 2023, we received a cash distribution of approximately $ 16 million from our investment in BRE Ace LLC.

For these VIEs, our investment interests are included in the consolidated balance sheets as Investments in unconsolidated affiliates, and equity earned is included in the consolidated statements of income as Equity in earnings from unconsolidated affiliates .

As part of the Bluegreen Acquisition, we obtained variable interests within statutory business trusts (collectively, the “Trusts”) formed previously by wholly owned subsidiaries of Bluegreen.

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 were VIEs in which the subsidiaries are not the primary beneficiaries.

As of December 31, 2024, we paid down $ 171 million, which represented the full balance of the junior subordinated debentures acquired as part of the Bluegreen acquisition.

Debt and Non-recourse Debt for additional information.

INTANGIBLE ASSETS

7 unchanged sentences

Capitalized software 302 ( 167 ) 135

Marketing agreements

154 ( 11 ) 143

Other contract-related intangible assets

Total $ 2,547 $ ( 760 ) $ 1,787

7 unchanged sentences

Total $ 1,704 $ ( 546 ) $ 1,158

We acquired definite-life intangible assets as part of the Bluegreen Acquisition in the amount of $ 755 million as of the Bluegreen Acquisition Date.

Refer to Note 3:

Acquisitions for additional information.

Amortization expense on intangible assets was $ 216 million, $ 163 million, and $ 192 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Trade name has been fully amortized as of December 31, 2023.

As of December 31, 2023, the weighted average life on management agreements was 34.6 years, club member relationships was 14.4 years, and capitalized software was 3.0 years.

As of December 31, 2024, the weighted average life on trade name was 4.6 years, management agreements was 30.3 years, club member relationships was 13.7 years, capitalized software was 2.9 years, marketing agreements was 16.1 years, and other contract-related intangible was 10.0 years.

During the year ended December 31, 2022, we recognized $ 3 million of intangible impairment charges.

6 unchanged sentences

($ in millions) 2024 2023

Inventory deposits $ 1 $ 9

Deferred selling, marketing, general and administrative expenses 25 20

6 unchanged sentences

Total $ 390 $ 314

(1) Net of $ 11 million impairment recognized during the year ended December 31, 2022 due to certain expenses deemed unrecoverable.

ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER

7 unchanged sentences

Sales and other taxes payable 158 150

Interest payable

Accrued legal settlements 7 123

1 unchanged sentence

Total $ 1,125 $ 952

(1) Other accrued expenses includes interest payable, amounts due to HOAs and various accrued liabilities .

(1) Other accrued expenses includes amounts due to HOAs and various accrued liabilities .

DEBT AND NON-RECOURSE DEBT

2 unchanged sentences

Senior secured credit facility

Term loan with a rate of 8.213 %, due 2028

$ 1,271 $ 1,284

Term loan A with a rate of 6.107 %, due 2028

Term loan B with a rate of 6.857 %, due 2028

Term loan B with a rate of 6.607 %, due 2031

Revolver with a rate of 6.737 %, due 2026

1 unchanged sentence

Senior notes with a rate of 4.875 %, due 2031

Senior notes with a rate of 6.625 %, due 2032

Other debt (4)

5 unchanged sentences

(2) Amount includes unamortized deferred financing costs related to our term loan and senior notes of $ 39 million and $ 25 million, respectively, as of December 31, 2024 and $ 21 million and $ 17 million, respectively, as of December 31, 2023.

This amount also includes unamortized original issuance discounts of $ 5 million and $ 7 million as of December 31, 2023, and 2022, respectively.

(3) Amount does not include unamortized deferred financing costs of $ 3 million and $ 4 million as of December 31, 2023, and 2022, respectively, related to our revolving facility which are included in Other assets in our consolidated balance sheets.

This amount also includes unamortized original issuance discounts of $ 5 million as of December 31, 2024 and 2023, respectively.

(3) Amount does not include unamortized deferred financing costs of $ 3 million as of December 31, 2024, and 2023, respectively, related to our revolving facility which are included in Other assets in our consolidated balance sheets.

(4) This amount includes $ 6 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 $ 2 million related to the Bluegreen debt recognized at the Bluegreen Acquisition Date.

Senior Secured Credit Facilities

During the year ended December 31, 2023, we repaid $ 323 million under the senior secured credit facilities.

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.

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.

On April 8, 2024, we amended our Term Loan B due 2028 under the Senior secured credit facility.

Under the amendment, the new interest rate is SOFR plus 2.50 %, down from SOFR plus 2.75 %.

Also, the credit spread adjustment for the Term Loan B due 2028 was removed.

On July 18, 2024, we amended our Term Loan B due 2031 under the Senior secured credit facility.

Under the amendment, the new interest rate is SOFR plus 2.25 %, down from SOFR plus 2.75 %.

On October 8, 2024, we entered into a new $ 400 million senior secured term loan (“Term Loan A”) due January 2028, with a pricing of SOFR plus 1.75 %.

The proceeds were used to partially pre-pay the Term Loan B due 2028.

During the year ended December 31, 2024, we repaid $ 1.2 billion under the senior secured credit facilities.

As of December 31, 2024, we had $ 52 million of letters of credit outstanding under the revolving credit facility and $ 1 million outstanding backed by cash collateral.

1 unchanged sentence

As of December 31, 2024, we have $ 715 million remaining borrowing capacity under the revolver facility.

On May 31, 2023, we amended our Credit Facility Agreement to transition from London Interbank Offered Rate (“LIBOR”) reference rates to Secured Overnight Financing Rate (“SOFR”) reference rates.

We applied the optional expedients in ASC 848, Reference Rate Reform (“ASC 848”), accounting for the modification as a continuation of the existing contract.

Therefore, the transition did not require remeasurement at the modification date or a reassessment of previous accounting determinations, and the change in reference rates will be applied prospectively from the amendment date.

On October 6, 2023, we amended our Term loan under the Senior secured credit facility.

Under the amendment, the new interest rate is SOFR plus a spread adjustment of 0.11 % plus 2.75 %, down from SOFR plus a spread adjustment of 0.11 % plus 3.00 %.

Additionally, the interest rate floor for the Term loan was lowered from 0.50 % to 0.00 %.

During the year ended December 31, 2023, we expensed approximately $ 2 million in debt issuance costs in connection with the amendment.

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.

During the second quarter of 2023, we amended our interest rate swap contracts to transition from one-month LIBOR to one-month SOFR as the floating interest rate.

The notional amount of the amended contracts was $ 550 million.

As of December 31, 2023, these interest rate swaps convert the SOFR-based variable rate on our Term Loan 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 December 31, 2023, the aggregate notional values of the interest rate swaps under our Term Loan was $ 550 million.

These interest rate swaps are associated with the SOFR-based senior secured credit facility.

As of December 31, 2024, these interest rate swaps convert the SOFR-based variable rate on our Term Loan B 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 December 31, 2024, the aggregate notional values of the interest rate swaps under our Term Loan B 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 consolidated balance sheets.

As of December 31, 2024 and 2023, the estimated fair value of our cash flow hedges was $ 37 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 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 consolidated statements of cash flows.

5 unchanged sentences

Balance as of December 31, 2024 $ 28

Senior Notes due 2032

On January 2024, we completed an offering for $ 900 million aggregate principal amount of 6.625 % senior secured notes due 2032 (“Senior 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.

The Senior Notes due 2032 are guaranteed on a senior secured basis by certain of our subsidiaries.

We were in compliance with all applicable financial covenants as of December 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 December 31, 2023.

We were in compliance with all applicable financial covenants as of December 31, 2024.

Junior subordinated debentures

As part of the Bluegreen Acquisition, we assumed junior subordinated debentures.

During the year ended December 31, 2024, the junior subordinated debentures were paid down in full for $ 171 million.

Investments in Unconsolidated Affiliates for additional information.

Non-recourse Debt

11 unchanged sentences

HGV Securitized Debt 2024-1 with a weighted average rate of 6.419 %, due 2039

HGV Securitized Debt 2020 with a weighted average rate of 3.658 %, due 2039

HGV Securitized Debt 2024-3 with a weighted average rate of 5.182 %, due 2040

Grand Islander Securitized Debt with a weighted average rate of 2.965 %, due 2029

1 unchanged sentence

Diamond Resorts Owner Trust 2021 with a weighted average rate of 2.160 %, due 2033

Bluegreen Securitized Debt 2018 with a weighted average rate of 4.019 %, due 2034

Bluegreen Securitized Debt 2020 with a weighted average rate of 2.597 %, due 2036

Bluegreen Securitized Debt 2022 with a weighted average rate of 4.599 %, due 2037

Bluegreen Securitized Debt 2023 with a weighted average rate of 6.321 %, due 2038

Quorum Purchase Facility with an average rate of 5.020 %, due 2034

NBA Receivables Facility with an average rate of 6.110 %, due 2031 (5)

Total non-recourse debt, gross 2,350 1,482

3 unchanged sentences

(1) As of December 31, 2024, and 2023, weighted-average interest rates were 5.235 % and 5.095 %, respectively.

(2) Amount includes unamortized deferred financing costs of $ 12 million related to securitized debt only and does not include unamortized deferred financing costs of $ 2 million and $ 4 million as of December 31, 2023, and 2022, respectively, relating to the Timeshare Facility included in Other Assets in our consolidated balance sheets.

Amount also includes unamortized discount of $ 4 million related to the Grand Islander securitized debt recognized at the Grand Islander Acquisition Date.

(3) The revolving commitment period of the Timeshare Facility terminates in May 2024;

however the repayment maturity date extends 12 months beyond the commitment termination date to May 2025.

The Timeshare Facilities are non-recourse obligations payable solely from the pool of timeshare financing receivables pledged as collateral and related assets.

As of December 31, 2023, the Timeshare Facility and the Grand Islander Timeshare Facility have a remaining borrowing capacity of $ 350 million and $ 1 million, respectively.

The securitized debt is backed by pledged assets, consisting primarily of a pool of timeshare financing receivables secured by first mortgages, deeds of trust, membership interests or timeshare interests (other than a fee simple interest in real estate) and initially by a $ 49 million cash deposit.

The securitized debt is a non-recourse obligation and is payable solely from the pool of timeshare financing receivables pledged as collateral to the debt.

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

(2) The revolving commitment period of the Timeshare Facility terminates in November 2026;

however the repayment maturity date extends 12 months beyond the commitment termination date to November 2027.

(3) Amount relates to securitized debt only and does not include unamortized deferred financing costs of $ 2 million as of December 31, 2024, and 2023, respectively, relating to the Timeshare Facility included in Other Assets in our consolidated balance sheets.

(4) Amount also includes unamortized discount of $ 2 million related to the Grand Islander securitized debt recognized at the Grand Islander Acquisition Date and unamortized discount of $ 9 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 million, subject to certain exceptions.

The issued notes are backed by pledged assets, consisting primarily of a pool of Bluegreen timeshare financing receivables secured by first mortgages and a letter of credit.

The notes are a non-recourse obligation and are payable solely from the pool of timeshare financing receivables pledged as collateral for the notes.

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

Additionally, in connection with the securitization, we incurred $ 4 million in debt issuance costs.

The issued notes are backed by pledged assets, consisting primarily of a pool of timeshare loans secured by first mortgages, first deeds of trust, membership interests or timeshare interests (other than a fee simple interest in real estate).

The notes are a non-recourse obligation and are payable solely from the timeshare financing receivables pledged as collateral for the notes.

The proceeds of the notes were used to pay down in part

some of our existing debt and for other general corporate purposes.

Additionally, in connection with the securitization, we incurred $ 5 million in debt issuance costs.

In November 2024, we completed a securitization of approximately $ 500 million of timeshare financing receivables and issued approximately $ 273 million of 4.98 % notes, $ 147 million of 5.27 % notes, and $ 80 million of 5.71 % notes due August 2040.

The issued notes are backed by pledged assets, consisting of a pool of HGV, Diamond Resorts, and Bluegreen Vacations collateral combined, secured by first mortgages, first deeds of trust, membership interests or timeshare interests (other than a fee simple interest in real estate) and a Letter of Credit.

The notes are a non-recourse obligation and are payable solely from the pool of timeshare financing receivables pledged as collateral for the notes.

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

Additionally, in connection with the securitization, we incurred $ 7 million in debt issuance costs.

The Timeshare Facility is a non-recourse obligation payable solely from the pool of timeshare financing receivables pledged as collateral and related assets.

In March 2024, we renewed our Timeshare Facility agreement under new terms, which included 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.

In November 2024, we amended our Timeshare Facility agreement which included terms to increase the capacity to $ 850 million, amend the commitment and maturity periods to November 2026 and November 2027, respectively, and permitted to pledge as collateral certain timeshare loans associated with Bluegreen.

As of December 31, 2024, the Timeshare Facility has a remaining borrowing capacity of $ 423 million.

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.

During the year ended December 31, 2024, we repaid $ 814 million on the Timeshare Facility and $ 765 million on Securitized Debt.

31 unchanged sentences

Non-recourse debt, net (2)

1,466 867 592

(1) Carrying amount net of allowance for financing receivables losses.

6 unchanged sentences

The estimated fair value of our Level 2 derivative financial instruments was 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 15:

Debt and Non-recourse Debt above.

1 unchanged sentence

The estimated fair value 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

• Debt – based on indicative quotes obtained for similar issuances or projected future cash flows

discounted at risk-adjusted rates.

4 unchanged sentences

During the years ended December 31, 2023 and 2022, we ceased utilizing certain offices as part of our integration of business operations and recognized impairments of related operating lease right-of-use assets of $ 3 million and $ 6 million, respectively.

We did no t recognize any impairments on right-of-use assets for the year ended December 31, 2021.

We did not recognize any impairments during the year ended December 31, 2024.

We recognize rent expense on leases with both contingent and non-contingent lease payment terms.

24 unchanged sentences

Our tax provision includes federal, state and foreign income taxes payable.

The domestic and foreign components of our income (loss) before taxes were as follows:

The domestic and foreign components of our income before taxes and noncontrolling interests were as follows:

Year Ended December 31,

($ in millions) 2024 2023 2022

income before tax $ 335 $ 384 $ 195

(loss) income before tax

$ ( 61 ) $ 335 $ 384

Foreign income before tax 197 114 97

20 unchanged sentences

federal tax benefit 1 17 4

Taxes attributable to noncontrolling interest

Impact of foreign operations 27 10 17

2 unchanged sentences

Uncertain tax positions

Transaction costs — — 5

US permanent differences

Share-based compensation, net of IRC § 162(m) limitation

22 unchanged sentences

Net deferred tax liability $ ( 913 ) $ ( 622 )

As of December 31, 2023, we have $ 43 million federal, $ 163 million foreign, and $ 112 million state tax loss carryforwards with varying expiration dates.

The federal losses will expire between 2024 and 2034, while the majority of the foreign tax losses can be carried forward indefinitely.

The majority of state tax losses have expiration periods between fifteen years and twenty years .

We have foreign tax credit carryforwards of $ 12 million and state tax credit carryforwards of $ 5 million.

The credit carryforwards will generally expire between 2027 and 2037.

As of December 31, 2024, we have $ 276 million of federal net operating loss carryforwards, $ 20 million of federal credit carryforwards, $ 987 million of state tax net operating loss carryforwards, $ 6 million of state tax credits, and $ 170 million foreign net operating loss carryforwards.

Most of these tax attributes are fully valued.

The majority of our federal and state tax attributes will expire through 2034, while our foreign tax losses can be carried forward indefinitely.

We establish valuation allowances for financial reporting purposes to offset certain deferred tax assets due to uncertainty regarding our ability to realize them in the future.

The valuation allowance increased from $ 78 million as of

December 31, 2022, to $ 81 million as of December 31, 2023, primarily as a result of foreign currency impacts on net operating losses.

The valuation allowance increased from $ 81 million as of December 31, 2023, to $ 174 million as of December 31, 2024, primarily due to acquired deferred tax assets from the Bluegreen Acquisition for which no future tax benefit is expected.

Reconciliations of the amounts of unrecognized tax benefits were as follows:

5 unchanged sentences

Unrecognized tax benefits at end of year $ 24 $ 25 $ 23

We recorded $ 25 million and $ 23 million as of December 31, 2023 and 2022, respectively, excluding interest and penalties, as a liability for unrecognized tax benefits in Accounts payable, accrued expenses and other in the consolidated balance sheet.

Had we recognized these tax benefits, $ 25 million and $ 23 million, along with related interest and penalties, it would have favorably impacted the annual effective tax rate.

We recorded $ 24 million and $ 25 million as of December 31, 2024 and 2023, respectively, excluding interest and penalties, which would have favorably impacted the annual effective tax rate if recognized.

We record these liabilities in Accounts payable, accrued expenses and other in the consolidated balance sheet.

The total liability accrued for interest and penalties was $ 36 million and $ 34 million as of December 31, 2024, and 2023, respectively.

4 unchanged sentences

While there is no assurance as to the results, we believe we are adequately reserved for these audits.

Although the Tax Cuts and Jobs Act of 2017 generally eliminates U.S.

The Organization for Economic Co-operation and Development (“OECD”) has created a framework for the implementation of a global minimum tax rate of 15%, commonly referred to as Pillar Two.

Certain countries in which we do business have enacted Pillar Two legislation effective January 1, 2024, however, Pillar Two legislation did not have a material impact to our income tax provision.

Although the Tax Act generally eliminates U.S.

federal income tax on dividends from foreign subsidiaries, foreign withholding taxes may be incurred if these profits are distributed.

No income or deferred taxes have been accrued on foreign earnings or other outside basis differences, as we intend to indefinitely reinvest these amounts in our foreign operations.

No income or deferred taxes have been accrued on foreign earnings or other outside basis differences, as we intend to indefinitely reinvest these amounts in our foreign

An estimate of these amounts is not practicable due to the inherent complexity of the multi-jurisdictional tax environment in which we operate.

6 unchanged sentences

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 represent 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 HGV, 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 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.

On September 30, 2024, due to achievement of certain run rate cost savings, fifty percent ( 50 %) of the Performance Cash Awards vested and were payable to certain executive officers and employees.

These performance cash awards were included within Acquisition and integration-related expense in our consolidated statements of income for the year ended December 31, 2024.

As of December 31, 2024, there were 3,930,194 shares of common stock available for future issuance under the 2023 plan.

6 unchanged sentences

Service RSUs vest in annual installments over three years from the date of grant, subject to the individual’s continued employment through the applicable vesting date.

Vested Service RSUs generally will be settled for common

Vested Service RSUs generally will be settled for common stock.

The grant date fair value is equal to closing stock price on the date of grant.

23 unchanged sentences

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:

and expected term is estimated using the vesting period and contractual term of the Options:

Year Ended December 31,

18 unchanged sentences

Performance RSUs

In March 2023, we issued 119,887 Performance RSUs with a grant date fair value of $ 49.14 .

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.

During the year ended December 31, 2024, we issued 156,809 Performance RSUs with a weighted-average grant date fair value of $ 44.54 .

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.

Compensation expense will be recorded through the end of the performance period if it is deemed probable that the performance goals will be met.

If the performance goals are not met, no compensation cost will be recognized and any previously recognized compensation cost will be reversed.

The following table provides information about our Performance RSU grants, which is based on our Adjusted EBITDA metric described in Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Annual Report on Form 10-K, further adjusted by net deferral and recognition of revenues and related direct expenses related to sales of VOIs of projects under construction for the last three fiscal years:

Year Ended December 31,

2023 2022 2021

Number of shares granted 59,944 46,532 178,224

Weighted average grant date fair value per share $ 49.14 $ 44.09 $ 39.55

Fair value of shares vested (in millions) 4 — —

The following table provides information about our Performance RSU grants, which is based on contract sales for the last three fiscal years:

We determined that the performance conditions for our Performance RSUs are probable of achievement and we recognized compensation expense based on the number of Performance RSUs we expect to vest.

The following table provides information about our Performance RSU grants for the last three fiscal years:

Year Ended December 31,

3 unchanged sentences

Fair value of shares vested (in millions) $ 29 $ 8 $ —

During fiscal 2021, 235,249 Performance RSU grants, which are based on achieving certain run rate cost savings initiatives, were granted with a weighted average grant date fair value per share of $ 40.27 .

There were no Performance RSU grants based on achieving certain run rate cost savings initiatives for the 2023 and 2022 fiscal years.

The following table summarizes the activity of our Performance RSUs during the year ended December 31, 2024:

Shares Weighted Average Exercise Price Per Share

Shares Weighted Average Grant Date Fair Value

Outstanding, beginning of period 560,167 $ 42.77

2 unchanged sentences

272,160 40.96

( 714,604 ) 41.03

Forfeited, canceled or expired — —

Outstanding, end of period 550,009 45.41

(1) Reflects the number of shares achieved above target, based on actual performance as determined at the completion of the performance period for the March 2021 Performance RSU grant

(1) Reflects the number of shares achieved above target, based on actual performance as determined at the completion of the performance period for the August 2021 and March 2022 Performance RSU grants

Employee Stock Purchase Plan

3 unchanged sentences

The ESPP allows eligible employees to purchase shares of our common stock at a price per share not less than 95 % of the fair market value per share of common stock on the purchase date, up to a maximum threshold established by the plan administrator for the offering period.

For the year ended December 31, 2022,

and 2021, we issued 121,095 and 39,985 shares, respectively, and recognized less than $ 1 million of compensation expense in both periods related to this plan.

For the year ended December 31, 2022, we issued 121,095 shares and recognized less than $ 1 million of compensation expense related to this plan.

During the fourth quarter of 2022, the Board of Directors amended the ESPP plan 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 year ended December 31, 2023, we issued 221,562 shares and recognized $ 1 million of compensation expense related to this plan.

During the years ended December 31, 2024 and 2023, we issued 326,330 and 221,562 shares, respectively, and recognized $ 2 million and $ 1 million of compensation expense, respectively, related to this plan.

EARNINGS PER SHARE

2 unchanged sentences

($ and shares outstanding in millions, except per share amounts) 2024 2023 2022

Net income $ 313 $ 352 $ 176

Net income attributable to stockholders $ 47 $ 313 $ 352

Weighted average shares outstanding 101.9 110.1 118.0

1 unchanged sentence

$ 0.46 $ 2.84 $ 2.98

Net income $ 313 $ 352 $ 176

Net income attributable to stockholders $ 47 $ 313 $ 352

Weighted average shares outstanding 103.1 111.6 119.6

7 unchanged sentences

(3) There were no anti-dilutive PSUs for the years ended December 31, 2024, 2023, and 2022, respectively.

(4) Excludes $ 0.8 million (or approximately 818,000 shares), $ 0.8 million (or approximately 760,000 shares), and $ 0.7 million (or approximately 652,000 shares) of Options that would have been anti-dilutive to EPS for the years ended December 31, 2023, 2022, and 2021, respectively, under the treasury stock method.

(4) Excludes approximately 1,140,000 , 818,000 and 760,000 shares of Options that would have been anti-dilutive to EPS for the years ended December 31, 2024, 2023, and 2022, respectively, under the treasury stock method.

These Options could potentially dilute EPS in the future.

1 unchanged sentence

On May 3, 2023, our Board of Directors approved a 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").

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") which is in addition to the 2022 Repurchase Plan.

On August 7, 2024, 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 "2024 Repurchase Plan") which is in addition to the 2023 Repurchase Plan.

The repurchases can be made through any combination of open market purchases, accelerated share repurchases, privately negotiated transactions or an other permissible manner.

The timing and actual number of shares repurchased will depend on a variety of factors, including the stock price, corporate and regulatory requirements and other market and economic conditions.

The shares are retired upon repurchase.

The stock repurchase programs may be

suspended or discontinued at any time and will automatically expire at the end of each plan's respective term.

The stock repurchase programs may be suspended or discontinued at any time and will automatically expire at the end of each plan's respective term.

As of December 31, 2024, $ 428 million remains available to be repurchased under the 2024 Repurchase Plan.

The following table summarizes stock repurchase activity under the share repurchase program as of December 31, 2023:

The following table summarizes stock repurchase activity under the share repurchase programs as of December 31, 2024:

(in millions) Shares Cost

6 unchanged sentences

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.”

We hold an ownership interest in 1776 Holdings, 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 consolidated statements of operations.

We hold an ownership interest in BRE Ace LLC, a VIE, which owns a timeshare resort property and related operations, commonly known as “Elara, a Hilton Grand Vacations Club.”

We hold an ownership interest in 1776 Holdings, LLC, a VIE, which owns a timeshare resort property and related operations, known as “Liberty Place Charleston, a Hilton Club.”

We record Equity in earnings from our unconsolidated affiliates in our consolidated statements of income.

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 consolidated statements of operations as of the date they became related parties.

Additionally, we earn commissions and other fees related to fee-for-service agreements with the investees to sell VOIs at Elara, a Hilton Grand Vacations Club and Liberty Place Charleston, a Hilton Club.

These amounts are summarized in the following table and are included in Sales, marketing, brand, and other fees on our consolidated statements of income as of the date they became related parties.

($ in millions) 2024 2023 2022

3 unchanged sentences

Apollo Global Management Inc.

As part of the Diamond Acquisition as described above in Note 3:

Acquisitions , Apollo obtained more than 20 % of our common stock during 2021.

Outside of agreements related to the Diamond Acquisition, we did not have any transactions with Apollo during the year ended December 31, 2021, and do not have any outstanding balances or agreements with Apollo as of December 31, 2021.

During 2021, we made one payment to Apollo subsequent to the Diamond Acquisition, of approximately $ 2 million, for amounts that were accrued for periods prior to the completion of the Diamond Acquisition and were included in Accounts payable, accrued expenses and other as of the Diamond Acquisition Date.

As part of the Diamond Acquisition in 2021, Apollo obtained more than 20 % of our common stock.

We did not have outstanding balances or any transactions due to/from Apollo as of and for the years ended December 31, 2023, and 2022, respectively.

During the year ended December 31, 2024, we received a reimbursement from Apollo of approximately $ 1 million for expenses incurred on their behalf.

BUSINESS SEGMENTS

We operate our business through the following two reportable segments:

We operate our business through the following two reportable segments based on the nature of the products and services provided:

• Real estate sales and financing – We market and sell VOIs that we own.

6 unchanged sentences

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”).

Our chief operating decision maker “CODM” is our Chief Executive Officer.

The CODM is our primary decision maker and is responsible for allocating resources to the components of the company and assessing company performance.

The CODM uses Adjusted EBITDA to allocate resources (including employees and financial or capital resources) in the budgeting and forecasting process as well as assess performance and profitability for each segment.

The performance of our operating segments, which are also our reportable segments, is evaluated 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:

4 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.

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

Below is the presentation of our reportable segment results which include the acquired Diamond and Grand Islander operations within both segments as of their respective acquisition dates.

The following table presents revenues for our reportable segments reconciled to consolidated amounts:

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

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:

Year Ended December 31,

9 unchanged sentences

(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.

These charges totaled $ 56 million, $ 37 million and $ 18 million for the years ended December 31, 2023, 2022, and 2021, respectively.

The following table presents Adjusted EBITDA for our reportable segments reconciled to net income:

We account for intersegment revenues as if they were sales to third parties at current market prices.

The following tables present Adjusted EBITDA for our reportable segments:

For the year ended December 31, 2024

Real Estate and Financing

Resort Operations and Club Management

Revenues from external customers

$ 3,010 $ 1,455 $ 4,465

Intersegment revenues

Total segment revenues 3,010 1,528 4,538 (a)

Cost of VOI Sales 239 — 239

Selling expense 727 — 727

Marketing expense 914 — 914

Financing expense 188 — 188

Club expense — 83 83

Property management expense — 128 128

Rental expense — 681 681

Other expenses 127 43 170

Total segment expenses 2,195 (b)

Share-based compensation expense 12 6 18

Other segment adjustment items 48 5 53 (d)

Intersegment elimination ( 73 ) — ( 73 ) (a)

Segment Adjusted EBITDA $ 802 $ 604 $ 1,406

For the year ended December 31, 2023

Real Estate and Financing

Resort Operations and Club Management

Revenues from external customers

$ 2,357 $ 1,235 $ 3,592

Intersegment revenues

Total segment revenues 2,357 1,291 3,648 (a)

Cost of VOI Sales 194 — 194

Selling expense 501 — 501

Marketing expense 682 — 682

Financing expense 99 — 99

Club expense — 60 60

Property management expense — 117 117

Rental expense — 573 573

Other expenses 98 39 137

Total segment expenses 1,574 (b)

Share-based compensation expense 12 3 15

Other segment adjustment items 15 ( 1 ) 14 (d)

Intersegment elimination ( 56 ) — ( 56 ) (a)

Segment Adjusted EBITDA $ 754 $ 504 $ 1,258

For the year ended December 31, 2022

Real Estate and Financing

Resort Operations and Club Management

Revenues from external customers

$ 2,378 $ 1,160 $ 3,538

Intersegment revenues

Total segment revenues 2,378 1,197 3,575 (a)

Cost of VOI Sales 274 — 274

Selling expense 480 — 480

Marketing expense 551 — 551

Financing expense 103 — 103

Club expense — 42 42

Property management expense — 119 119

Rental expense — 544 544

Other expenses 115 35 150

Total segment expenses 1,523 (b)

Share-based compensation expense 11 5 16

Other segment adjustment items 36 1 37 (d)

Intersegment elimination ( 37 ) — ( 37 ) (a)

Segment Adjusted EBITDA $ 865 $ 463 $ 1,328

(a) 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.

We account for intersegment revenues as if they were sales to third parties at current market prices.

(b) Consists of Costs of VOI Sales , Sales and Marketing , and Financing expense on the statements of income.

(d) Consists of costs associated with restructuring, one-time charges, other non-cash items, and for the Real Estate and Financing Segment, amortization of fair value premiums and discounts resulting from purchase accounting.

The following table presents Adjusted EBITDA for our reportable segments reconciled to net income and net income attributable to stockholders:

Year Ended December 31,

9 unchanged sentences

License fee expense ( 171 ) ( 138 ) ( 124 )

Other gain (loss), net 2 ( 1 ) ( 26 )

Other (loss) gain, net

( 11 ) 2 ( 1 )

Interest expense ( 329 ) ( 178 ) ( 142 )

5 unchanged sentences

Net income 60 313 352

Net income attributable to noncontrolling interest

Net income attributable to stockholders

$ 47 $ 313 $ 352

(1) Includes intersegment transactions.

Refer to our table presenting revenues by reportable segment above for additional discussion.

(2) This amount includes costs associated with stock-based compensation, restructuring, one-time charges and other non-cash items included within our reportable segments.

(2) These amounts include costs associated with share-based compensation, restructuring, one-time charges and other non-cash items included within our reportable segments.

The following table presents total assets for our reportable segments, reconciled to consolidated amounts:

14 unchanged sentences

COMMITMENTS AND CONTINGENCIES

We have entered into certain arrangements with developers whereby we have 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 December 31, 2023, we were committed to purchase approximately $ 37 million of inventory and land over a period of 1 year and $ 13 million of other commitments in the normal course of business.

Bass Pro Shops Marketing Agreement Commitments

In November 2023, we entered into a 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.

This agreement

became effective on the Bluegreen Acquisition Date.

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 December 31, 2024, HGV had sales and marketing operations at a total of 133 Bass Pro Shops and Cabela’s Stores, including 9 virtual kiosks.

Other 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 December 31, 2024, we were committed to purchase approximately $ 15 million of inventory over a period of 2 years and $ 21 million of other commitments in the normal course of business.

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.

1 unchanged sentence

During the years ended December 31, 2024, 2023 and 2022, we fulfilled $ 63 million, $ 156 million and $ 92 million, respectively, of purchases required under our inventory commitments.

Of the $ 156 million fulfilled in 2023, we have accrued $ 17 million within Accounts payable, accrued expenses and other and $ 3 million of inventory deposit included in Other Assets to complete a purchase commitment in South Carolina of $ 20 million.

The purchase was completed on January 31, 2024.

As of December 31, 2024, our remaining obligations pursuant to these arrangements were expected to be incurred as follows:

($ in millions) 2025 2026 2027 2028 2029 Thereafter Total

Marketing and license fee agreements $ 57 $ 37 $ 38 $ 38 $ 38 $ 134 $ 342

Inventory purchase obligations (1)

3 unchanged sentences

Total $ 74 $ 51 $ 39 $ 39 $ 40 $ 135 $ 378

(1) Includes commitments for properties in Japan.

(1) Includes commitments for a property in Missouri.

(2) Primarily relates to commitments related to information technology and sponsorships.

3 unchanged sentences

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 December 31, 2023, we accrued liabilities of approximately $ 123 million for all legal matters.

Approximately $ 102 million of these accrued liabilities relate to a judgment entered against Diamond in March 2022 in connection with a case filed in 2015 ( O'Malley v.

As of December 31, 2024, and 2023, we accrued liabilities of approximately $ 7 million and $ 123 million, respectively, for all legal matters.

In March 2022, there was a judgment entered against Diamond in connection with a case filed in 2015 ( O'Malley v.

Diamond Resorts Management, Inc.

) that was not deemed probable and estimable as of the Acquisition Date.

An appeal for judgment was rendered in favor of the plaintiffs in November 2023 (with the California Supreme Court rejecting further appeals in February 2024).

This matter is subject to insurance coverage, and as a result, we recorded an insurance claim receivable of approximately $ 53 million within Accounts receivable, net in our consolidated balance sheet as of December 31, 2023.

During the year ended December 31, 2023, and 2022, we recognized charges of approximately $ 33 million and $ 15 million, respectively, to General and administrative in our consolidated statement of operations that represents the amount of the settlement liability not deemed probable of recovery from the insurance carriers.

However, we have initiated litigation against the various insurers disputing all or parts of coverage for this matter seeking to obtain full coverage.

During the first quarter of 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 consolidated balance sheet as of December 31, 2024.

During the years ended December 31, 2024, 2023 and 2022, we recognized charges of approximately $ 2 million, $ 33 million and $ 15 million, respectively, to General and administrative in our consolidated statements of income 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.

In May 2024, we settled an additional legal matter for approximately $ 13 million that was previously recorded in Accounts payable and accrued expenses.

On July 22, 2024, an adverse interim award was entered in an arbitration related to a matter that existed as of the Bluegreen Acquisition Date involving Bluegreen Vacations Unlimited, Inc., a Bluegreen subsidiary, in connection with an alleged breach of a purchase and sale agreement for The Manhattan Club property in New York, New York.

Prior to any decision by the arbitration panel on potential damages for breach, the interim award allowed Bluegreen to propose a cure for the breach.

We and the opposing party both proposed forms of cure to the arbitration panel.

On February 10, 2025, the arbitration panel issued a decision on what is required to cure, which involves purchases of inventory and assuming the management agreement at The Manhattan Club.

We are proceeding towards complying and curing, with the first steps of cure having been completed on February 20, 2025 and February 26, 2025.

We also filed a petition to vacate the interim award in the United States District Court for the Southern District of New York.

The petition was recently denied as premature.

However, the order provides that once the panel issues a final award (rather than an interim award), the Company may file a new petition.

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.

1 unchanged sentence

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 $ 454 million as of December 31, 2023, which primarily consist of escrow, construction and subsidy related bonds.

We have commitments from surety providers in the amount of $ 670 million as of December 31, 2024, which primarily consist of escrow, subsidy and construction related bonds.

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

2 unchanged sentences

The following non-cash activities were excluded from the consolidated statements of cash flows:

• In 2024, we recorded non-cash operating activity transfers, net of $ 271 million related to the registrations for timeshare units under construction for from Property and equipment, net to Inventory, pertaining to properties in Hawaii and South Carolina.

• In 2023, we completed the acquisition of Grand Islander, by exchanging 100 % of the outstanding equity interests of Grand Islander for $ 117 million.

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.

• In 2023, we recorded non-cash operating activity transfer of $ 20 million to Property and equipment, net, related to the purchase of units in South Carolina, of which $ 17 million was accrued within Accounts payable, accrued expenses and other and the remaining $ 3 million was an inventory deposit in Other Assets .

1 unchanged sentence

• In 2022, we recorded non-cash operating activity transfer of $ 48 million related to certain undeveloped land and infrastructure that was previously recorded within the classification of Land and infrastructure held for sale to Property and equipment, net .

• In 2021, we recorded non-cash issuance of stock of $ 1,381 million related to our acquisition of Diamond.

Acquisitions for additional information.

• In 2021, we recorded non-cash operating activity transfers of $ 55 million related to the registrations for timeshare units under construction from Property and equipment to Inventory .

SUBSEQUENT EVENTS

On January 17, 2024, we completed the Bluegreen Acquisition in an all-cash transaction for 100 % of the outstanding voting equity interests of Bluegreen, with total consideration of approximately $ 1.6 billion, inclusive of net debt assumed.

The Bluegreen Acquisition will be considered a business combination and accounted for using the acquisition method.

Due to the close proximity of the Bluegreen Acquisition Date and the Company's filing of its Annual Report on Form 10-K for the year ended December 31, 2023, the initial accounting for the business combination is incomplete, and therefore we are unable to disclose the information required by ASC 805, Business Combinations.

We will include relevant disclosures as required in the first quarter of 2024.

In connection with the Bluegreen Acquisition, we executed the following transactions:

• Completed an offering of $ 900 million aggregate principal amount of the escrow issuers’ 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.

The proceeds were used to finance the Bluegreen Acquisition, repay certain outstanding indebtedness and pay related fees, costs, premiums and expenses in connection with these transactions.

• Entered into Amendment No 4, dated January 17, 2024, to the Credit Agreement, dated as of August 2, 2021 (the “Amendment”) and incurred $ 900 million of new term loans that will mature on January 17, 2031.

Under the Amendment, the related interest rate is SOFR plus 2.75 %.

Proceeds 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.

Excluding the above, management has evaluated all subsequent events through February 29, 2024, the date this Annual Report on Form 10-K was available to be issued.

The results of management’s analysis indicated no significant subsequent events have occurred that required consideration or adjustments to our disclosures in the audited financial statements.

On January 31, 2025, we amended our Revolver Credit Facility ("Revolver") and both our Term Loan B due 2028 and Term Loan B due 2031.

The terms of the Revolver were amended to reduce pricing spreads, expand covenants, reset certain incurrence baskets and extend maturity to January 2030.

The Term Loan B due 2028 was repriced to SOFR plus 2.00 %, down from SOFR plus 2.50 %.

The Term Loan B due 2031 was repriced to SOFR plus 2.00 %, down from SOFR plus 2.25 %.

Additionally, the Term Loan A, due January 2028, was repriced to SOFR plus 1.65 %, down from SOFR plus 1.75 %.

Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

1 unchanged sentence

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data