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Item 2. Management’s Discussion and Analysis

2025-05-01 compared with 2024-11-07 · 131 added, 205 removed, 373 unchanged (47% of the section changed)

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Forward-looking statements include all statements that are not historical facts and may be identified by terminology such as the words “outlook,” “believe,” “expect,” “potential,” “goal,” “continues,” “may,” “will,” “should,” “could,” “would,” “seeks,” “approximately,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” “future,” “guidance,” “target,” or the negative version of these words or other comparable words, although not all forward-looking statements may contain such words.

The forward-looking statements contained in this Quarterly Report on Form 10-Q include statements related to HGV’s revenues, earnings, taxes, cash flow and related financial and operating measures, and expectations with respect to future operating, financial and business performance, and other anticipated future events and expectations that are not historical facts, including related to the acquisition and integration of Bluegreen Vacations Holding Corporation (“Bluegreen”).

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

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

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

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

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

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

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

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

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

Operational Metrics

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

As of September 30, 2024, we have approximately 200 properties located in the United States (“U.S.”), Europe, the Caribbean, Mexico, Canada, and Asia.

A significant number of our properties and VOIs are concentrated in Florida, Europe, Hawaii, California, South Carolina, Arizona, Virginia, and Nevada, inclusive of the new locations we have expanded into through the Bluegreen Acquisition.

As of March 31, 2025, we have 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.

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

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

We expect to begin rebranding of certain Bluegreen properties in 2025 to the Hilton Grand Vacations brands and Hilton standards.

As of September 30, 2024, we had approximately 722,000 members across our Club offerings.

Based on the type of Club membership, certain members have the flexibility to exchange their VOIs for stays at any Hilton Grand Vacations resort, any property in the Hilton system of 24 industry-leading brands across approximately 8,000 properties, or affiliated properties, as well as numerous experiential vacation options, such as cruises and guided tours, or they have the option to exchange their VOI for various other timeshare resorts throughout the world through an external exchange program, including travel services options.

We have rebranded many of the Diamond properties, and we expect to continue this process for a majority of the remaining Diamond properties.

During 2025, we anticipate rebranding certain Bluegreen properties to Hilton Grand Vacations brands by meeting Hilton standards.

As of March 31, 2025, we had approximately 725,000 members across our Club offerings.

Based on the type of Club membership, members have the flexibility to exchange their VOIs for stays at any Hilton Grand Vacations resort, any property in the Hilton system of 24 industry-leading brands across approximately 8,400 properties, or affiliated properties, as well as numerous experiential vacation options, such as cruises and guided tours, or they have the option to exchange their VOI for various other timeshare resorts throughout the world through an external exchange program, including travel services options.

Bluegreen Vacation Club members have the flexibility to stay at units available at any of Bluegreen’s resorts and have access to other hotels and resorts through Bluegreen partnerships and exchange networks.

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

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

“Owner Beneficiary” of the Bluegreen Vacation Club.

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

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

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

For the nine months ended September 30, 2024, sales from fee-for-service and just-in-time inventory were 18%, and 21% of contract sales, respectively.

For the three months ended March 31, 2025, sales from fee-for-service and just-in-time inventory were 15%, and 10% of contract sales, respectively.

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

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We sell our vacation ownership products primarily through our distribution network of both-in-market and off-site sales centers.

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

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

We operate sales distribution centers in major markets and popular leisure destinations with year-round demand and a history of being a friendly environment for vacation ownership.

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This agreement became effective on the Bluegreen Acquisition Date.

As of September 30, 2024, HGV had sales and marketing operations at a total of 132 Bass Pro Shops and Cabela’s Stores, including 9 virtual kiosks.

As of March 31, 2025, HGV had sales and marketing operations at a total of 138 Bass Pro Shops and Cabela’s Stores, including 8 virtual kiosks.

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

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

For the nine months ended September 30, 2024, 70% of our contract sales were to our existing owners, compared to 69% for the nine months ended September 30, 2023.

For the three months ended March 31, 2025, 75% of our contract sales were to our existing owners, compared to 76% for the three months ended March 31, 2024.

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

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

Financing propensity was 69% and 62% for the nine months ended September 30, 2024 and 2023, respectively.

Financing propensity was 64% and 65% for the three months ended March 31, 2025 and 2024, respectively.

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

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

Nine Months Ended September 30,

Three Months Ended March 31,

Weighted-average FICO score 736 744

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• Contract sales represents the total amount of VOI products (fee-for-service, just-in-time, developed, and points-based) under purchase agreements signed during the period where we have received a down payment of at least 10% of the contract price.

Contract sales differ from revenues from the Sales of VOIs, net that we report in our unaudited condensed consolidated statements of operations due to the requirements for revenue recognition, as well as adjustments for incentives.

Contract sales differ from revenues from the Sales of VOIs, net that we report in our unaudited condensed consolidated statements of income due to the requirements for revenue recognition, as well as adjustments for incentives.

While we do not record the purchase price of sales of VOI products developed by fee-for-service partners as revenue in our condensed consolidated financial statements, rather recording the commission earned as revenue in accordance with U.S.

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

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

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

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

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

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EBITDA, presented herein, is a financial measure that is not recognized under U.S.

GAAP that reflects net income, before interest expense (excluding non-recourse debt), a provision for income taxes and depreciation and amortization.

GAAP that reflects net income (loss), before interest expense (excluding non-recourse debt), a provision for income taxes and depreciation and amortization.

Adjusted EBITDA, presented herein, is calculated as EBITDA, as previously defined, further adjusted to exclude certain items, including, but not limited to, gains, losses and expenses in connection with:

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and (v) other items, including but not limited to costs associated with acquisitions, restructuring, amortization of premiums and discounts resulting from purchase accounting, and other non-cash and one-time charges.

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

Adjusted EBITDA Attributable to Stockholders is Adjusted EBITDA excluding amounts attributable to the noncontrolling interest in Bluegreen/Big Cedar Vacations LLC (“Big Cedar”), a joint venture in which HGV is deemed to hold a controlling financial interest based on its 51% equity interest, its active role as the day-to-day manager of its activities, and majority voting control of its management committee.

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

GAAP and should not be considered as alternatives to net income or other measures of financial performance or liquidity derived in accordance with U.S.

GAAP and should not be considered as alternatives to net income (loss) or other measures of financial performance or liquidity derived in accordance with U.S.

In addition, our definitions of EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders may not be comparable to similarly titled measures of other companies.

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and (ii) EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders are frequently used by securities analysts, investors and other interested parties as a common performance measure to compare results or estimate valuations across companies in our industry.

EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders have limitations as analytical tools and should not be considered either in isolation or as a substitute for net income, cash flow or other methods of analyzing our results as reported under U.S.

EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders have limitations as analytical tools and should not be considered either in isolation or as a substitute for net income (loss), cash flow or other methods of analyzing our results as reported under U.S.

Some of these limitations are:

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Because of these limitations, EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders should not be considered as discretionary cash available to us to reinvest in the growth of our business or as measures of cash that will be available to us to meet our obligations.

See below under “Segment Results” for reconciliation of our EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders to net income attributable to stockholders and net income, our most comparable U.S.

See below under “Segment Results” for reconciliation of our EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders to net income (loss) attributable to stockholders and net income (loss), our most comparable U.S.

GAAP financial measures.

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Within each of our two reportable segments, we present additional profit and profit margin information for certain key activities—real estate, financing, resort and club management, and rental and ancillary services.

These non-GAAP measures are used by our management team to evaluate the operating performance of each of our key activities, and to make day-to-day operating decisions.

These non-GAAP

measures are used by our management team to evaluate the operating performance of each of our key activities, and to make day-to-day operating decisions.

We believe these additional measures are also important in helping investors understand the performance and efficiency with which we are able to convert revenues for each of these primary activities into operating profit, both in dollars and as margins, and are frequently used by securities analysts, investors and other interested parties as one of common performance measures to compare results or estimate valuations across companies in our industry.

Specifically:

• Sales revenue represents sales of VOIs, net, and Fee-for-service commissions and brand fees earned from the sale of fee-for-service VOIs.

Fee-for-service commissions and brand fees represents sales, marketing, brand and other fees, which corresponds to the applicable line item from our unaudited condensed consolidated statements of operations, adjusted by marketing revenue and other fees earned primarily from discounted marketing related packages which encompass a sales tour to prospective owners.

• Sales revenue represents sales of VOIs, net, and Fee-for-service commissions earned from the sale of fee-for-service VOIs.

Fee-for-service commissions represents Fee-for-service commissions, package sales and other fees, which corresponds to the applicable line item from our unaudited condensed consolidated statements of income, adjusted by package sales and other fees earned primarily from discounted marketing related packages which encompass a sales tour to prospective owners.

Real estate expense represents costs of VOI sales and Sales and marketing expense, net .

Sales and marketing expense, net represents sales and marketing expense, which corresponds to the applicable line item from our unaudited condensed consolidated statements of operations, adjusted by marketing revenue and other fees earned primarily from discounted marketing related packages which encompass a sales tour to prospective owners.

Both fee-for-service commissions and brand fees and sales and marketing expense, net , represent non-GAAP measures.

Sales and marketing expense, net represents sales and marketing expense, which corresponds to the applicable line item from our unaudited condensed consolidated statements of income, adjusted by package sales and other fees earned primarily from discounted marketing related packages which encompass a sales tour to prospective owners.

Both fee-for-service commissions and sales and marketing expense, net , represent non-GAAP measures.

We present these items net because it provides a meaningful measure of our underlying real estate profit related to our primary real estate activities which focus on the sales and costs associated with our VOIs.

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We consider real estate profit margin to be an important non-GAAP operating measure because it measures the efficiency of our sales and marketing spending, management of inventory costs, and initiatives intended to improve profitability.

• Financing profit represents financing revenue, net of financing expense, both of which correspond to the applicable line items from our unaudited condensed consolidated statements of operations.

• Financing profit represents financing revenue, net of financing expense, both of which correspond to the applicable line items from our unaudited condensed consolidated statements of income.

Financing profit margin is calculated as a percentage by dividing financing profit by financing revenue.

We consider this to be an important non-GAAP operating measure because it measures the efficiency and profitability of our financing business in connection with our VOI sales.

• Resort and club management profit represents resort and club management revenue, net of resort and club management expense, both of which correspond to the applicable line items from our unaudited condensed consolidated statements of operations.

Resort and club management profit margin is calculated as a percentage by dividing resort and club management profit by resort and club management revenue.

We consider this to be an important non-GAAP operating measure because it measures the efficiency and profitability of our resort and club management business that support our VOI sales business.

• Rental and ancillary services profit represents rental and ancillary services revenues, net of rental and ancillary services expenses, both of which correspond to the applicable line items from our unaudited condensed consolidated statements of operations.

Rental and ancillary services profit margin is calculated as a percentage by dividing rental and ancillary services profit by rental and ancillary services revenue.

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Each of the foregoing four profit measures is not a recognized term under U.S.

GAAP and should not be considered as an alternative to net income or other measures of financial performance or liquidity derived in accordance with U.S.

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

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

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

GAAP and should not be considered as an alternative to net income (loss) or other measures of financial performance or liquidity derived in accordance with U.S.

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

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

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

GAAP financial measures.

Results of Operations

Three and Nine Months Ended September 30, 2024 Compared with the Three and Nine Months Ended September 30, 2023

Three Months Ended March 31, 2025 Compared with the Three Months Ended March 31, 2024

Segment Results

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

Three Months Ended September 30, Variance Nine Months Ended September 30, Variance

Three Months Ended March 31, Variance

($ in millions) 2025 2024 $ %

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

The following table reconciles net income attributable to stockholders and net income, our most comparable U.S.

The following table reconciles net income (loss) attributable to stockholders and net income (loss), our most comparable U.S.

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

Three Months Ended September 30, Variance (1)

Nine Months Ended September 30, Variance (1)

Three Months Ended March 31, Variance (1)

($ in millions) 2025 2024 $ %

Net income attributable to stockholders $ 29 $ 92 $ (63) (68.5) $ 27 $ 245 $ (218) (89.0)

Net loss attributable to stockholders $ (17) $ (4) $ (13) NM

Net income attributable to noncontrolling interest

3 — 3 100.0 7 — 7 100.0

Net income 32 92 (60) (65.2) 34 245 (211) (86.1)

Net loss (12) (2) (10) NM

Interest expense 77 79 (2) (2.5)

Income tax expense

61 44 17 38.6 53 96 (43) (44.8)

Income tax expense (benefit)

Depreciation and amortization 67 62 5 8.1

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Impairment expense — 2 (2) (100.0)

Acquisition and integration-related expense 36 12 24 NM 193 42 151 NM

Acquisition and integration-related expense 28 109 (81) (74.3)

Other adjustment items (2)

25 10 15 NM 80 24 56 NM

13 22 (9) (40.9)

Adjusted EBITDA 185 276 (91) (33.0)

Adjusted EBITDA attributable to noncontrolling interest

4 — 4 100.0 11 — 11 100.0

Adjusted EBITDA attributable to stockholders

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

Three Months Ended September 30, Variance Nine Months Ended September 30, Variance

Three Months Ended March 31, Variance

($ in millions) 2025 2024 $ %

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Adjusted EBITDA attributable to noncontrolling interest

4 — 4 100.0 11 — 11 100.0

Total Adjusted EBITDA attributable to stockholders

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

Real estate sales and financing Adjusted EBITDA increased by $28 million for the three months ended September 30, 2024, compared to the same period in 2023.

For the same period, Real estate sales and financing Adjusted EBITDA decreased $24 million excluding the $52 million impact related to the Bluegreen Acquisition, primarily due to decreases in fee-for-service commissions, brand and other fees and marketing revenue and increases in overall real estate expenses, partially offset by an increase in Sales of VOI, net.

Real estate sales and financing Adjusted EBITDA increased $69 million for the nine months ended September 30, 2024, compared to the same period in 2023.

For the same period, Real estate sales and financing Adjusted EBITDA decreased $66 million, excluding the $135 million impact related to the Bluegreen Acquisition, primarily due to decreases in Sales, marketing, brand and other fees revenue and overall real estate expenses partially offset by increases in financing profit.

Real estate sales and financing Adjusted EBITDA decreased by $73 million for the three months ended March 31, 2025, compared to the same period in 2024 primarily due to decreased Sales of VOIs, net of $60 million and increased Sales and marketing expense of $24 million, partially offset by decreased Cost of VOI Sales of $23 million and increased Financing profit of $5 million.

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

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

For the same period, Resort operations and club management segment Adjusted EBITDA increased by $4 million, excluding the $26 million impact related to the Bluegreen Acquisition, primarily due to increases in resort and club management revenue and rental and ancillary services revenue partially offset by increases in resort and club management and rental expenses.

Resort operations and club management segment adjusted EBITDA increased by $84 million for the nine months ended September 30, 2024, compared to the same period in 2023.

For the same period, Resort operations and club management segment Adjusted EBITDA increased by $23 million, excluding the $61 million impact related to the Bluegreen Acquisition, primarily due to increases in resort and club management revenue and rental and ancillary services revenue partially offset by increases in resort and club management and rental expenses.

Resort operations and club management segment adjusted EBITDA remained consistent for the three months ended March 31, 2025, compared to the same period in 2024.

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

Reconciliation of Non-GAAP Profit Measures to GAAP Measure

The following table reconciles net income attributable to stockholders and net income, our most comparable U.S.

The following table reconciles net income (loss) attributable to stockholders and net income (loss), our most comparable U.S.

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

Three Months Ended September 30, Variance (1)

Nine Months Ended September 30, Variance (1)

Three Months Ended March 31, Variance (1)

($ in millions) 2025 2024 $ %

Net income attributable to stockholders $ 29 $ 92 $ (63) (68.5) $ 27 $ 245 $ (218) (89.0)

Net loss attributable to stockholders $ (17) $ (4) $ (13) NM

Net income attributable to noncontrolling interest

3 — 3 100.0 7 — 7 100.0

Net income 32 92 (60) (65.2) 34 245 (211) (86.1)

Net loss (12) (2) (10) NM

Interest expense 77 79 (2) (2.5)

Income tax expense

61 44 17 38.6 53 96 (43) (44.8)

Income tax expense (benefit)

Depreciation and amortization 67 62 5 8.1

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License fee expense 49 35 14 40.0

Acquisition and integration-related expense 36 12 24 NM 193 42 151 NM

Acquisition and integration-related expense 28 109 (81) (74.3)

General and administrative 46 45 1 2.2

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Resort and club management profit 129 112 17 15.2

Rental and ancillary services profit 5 17 (12) (70.6) 20 42 (22) (52.4)

Rental and ancillary services profit (19) 8 (27) NM

Profit $ 250 $ 319 $ (69) (21.6)

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

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

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

Reconciliation of Non-GAAP Real Estate Measures to GAAP Measures

The following table reconciles our Sales, marketing, brand and other fees revenue, our most comparable U.S.

GAAP financial measure, to Fee-for-service commissions and brand fees, and Sales and marketing expense, our most comparable U.S.

The following table reconciles our Fee-for-service commissions, package sales and other fees revenue, our most comparable U.S.

GAAP financial measure, to Fee-for-service commissions, and Sales and marketing expense, our most comparable U.S.

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

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

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

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

Three Months Ended September 30, Variance Nine Months Ended September 30, Variance

Three Months Ended March 31, Variance

($ in millions) 2025 2024 $ %

Sales, marketing, brand and other fees $ 159 $ 170 $ (11) (6.5) $ 471 $ 501 $ (30) (6.0)

Marketing revenue and other fees (1)

Fee-for-service commissions, package sales and other fees

$ 142 $ 145 $ (3) (2.1)

Fee-for-service commissions and brand fees $ 83 $ 107 $ (24) (22.4) $ 235 $ 325 $ (90) (27.7)

Package sales and other fees (1)

(74) (81) 7 (8.6)

Fee-for-service commissions

$ 68 $ 64 $ 4 6.3

Sales and marketing expense $ 425 $ 401 $ 24 6.0

Marketing revenue and other fees (1)

Package sales and other fees (1)

(74) (81) 7 (8.6)

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

Three Months Ended September 30, Variance Nine Months Ended September 30, Variance

Three Months Ended March 31, Variance

($ in millions) 2025 2024 $

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Sales of VOIs recognitions — 41 (41)

Net Sales of VOIs recognitions (deferrals)

Net Sales of VOIs (deferrals) recognitions

(126) 2 (128)

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Cost of VOI sales recognitions — 10 (10)

Net Cost of VOI sales recognitions (deferrals)

Net Cost of VOI sales (deferrals) recognitions

(37) (1) (36)

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Sales and marketing expense recognitions — 6 (6)

Net Sales and marketing expense recognitions (deferrals)

7 (2) 9 6 (2) 8

Net construction recognitions (deferrals)

Net Sales and marketing expense (deferrals) recognitions

Net construction (deferrals) recognitions

$ (68) $ 3 $ (71)

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

Three Months Ended September 30, Variance (1)

Nine Months Ended September 30, Variance (1)

Three Months Ended March 31, Variance (1)

($ in millions, except Tour flow and VPG) 2025 2024 $ %

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(111) (100) (11) 11.0

Provision for financing receivables losses (114) (46) (68) NM (272) (117) (155) NM

Provision for financing receivables losses (72) (64) (8) 12.5

Reportability and other:

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

49 (12) 61 NM 38 (14) 52 NM

Fee-for-service sale upgrades, net — 6 (6) (100.0) — 18 (18) (100.0)

(126) 2 (128) NM

(34) (31) (3) 9.7

Sales of VOIs, net $ 378 $ 438 $ (60) (13.7)

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(3) Represents the net recognition of revenues related to the Sales of VOIs under construction that are recognized when construction is complete.

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

Contract sales increased by $174 million and $427 million, respectively, for the three and nine months ended September 30, 2024, compared to the same periods in 2023.

Excluding the impact of $194 million and $519 million related to the Bluegreen Acquisition, contract sales decreased $20 million and $92 million, respectively, primarily due to a decrease in tour flow and VPG, when compared to the same periods in 2023.

Three Months Ended September 30, Variance Nine Months Ended September 30, Variance

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

Contract sales increased by $90 million for the three months ended March 31, 2025, compared to the same period in 2024, primarily due to an increase in VPG 14.4% and new inventory available for sale during the fourth quarter of 2024.

Three Months Ended March 31, Variance

($ in millions) 2025 2024 $ %

Sales of VOIs, net $ 378 $ 438 $ (60) (13.7)

Fee-for-service commissions and brand fees 83 107 (24) (22.4) 235 325 (90) (27.7)

Fee-for-service commissions

Sales revenue 446 502 (56) (11.2)

5 unchanged sentences

15.7 % 26.7 %

(1) Excluding the marketing revenue and other fees adjustment, Real estate profit margin was 23.6% and 29.8% for the three months ended September 30, 2024 and 2023, respectively, and 21.8% and 27.8% for the nine months ended September 30, 2024 and 2023, respectively.

Real estate profit increased $7 million for the three months ended September 30, 2024, compared to the same period in 2023.

Real estate profit decreased $19 million excluding the impact of $26 million related to the Bluegreen Acquisition, primarily due to a decrease in fee-for-service commissions and brand fees revenue and an increase in sales and marketing expense, net and cost of VOI sales, partially offset by an increase in Sales of VOI, net when compared to the same period in 2023.

Real estate profit decreased $8 million for the nine months ended September 30, 2024, compared to the same period in 2023.

Real estate profit decreased by $66 million, excluding the impact of $58 million related to the Bluegreen

Acquisition, primarily due to a decrease in fee-for-service commissions and brand fees and an increase in cost of VOI sales, partially offset by an increase in Sales of VOIs, net compared to the same period in 2023.

Sales revenue increased $159 million for the three months ended September 30, 2024, compared to the same period in 2023.

Sales revenue increased by $18 million excluding the impact of $141 million related to the Bluegreen Acquisition, primarily due to an increase in Sales of VOI, net partially offset by decreases in Fee-for-service commissions and brand fees revenues and lower contract sales, compared to the same period in 2023.

Sales revenue increased $329 million for the nine months ended September 30, 2024, compared to the same period in 2023.

Sales revenue decreased by $60 million excluding the impact of $389 million related to the Bluegreen Acquisition, primarily due to decreases in fee-for-service commissions and brand fees revenues and lower contract sales partially offset by an increase in sales of VOI, net, compared to the same period in 2023.

Real estate expense increased $152 million for the three months ended September 30, 2024, compared to the same periods in 2023.

Real estate expense increased by $37 million excluding the impact of $115 million related to the Bluegreen Acquisition, primarily due to increases in sales and marketing expense, net, compared to the same period in 2023.

Real estate expense increased $337 million for the nine months ended September 30, 2024, compared to the same periods in 2023.

Real estate expense increased by $6 million excluding the impact of $331 million related to the Bluegreen Acquisition, primarily due to increases in cost of VOI sales, compared to the same period in 2023.

Three Months Ended September 30, Variance (1)

Nine Months Ended September 30, Variance (1)

(1) Excluding the marketing revenue and other fees adjustment, Real estate profit margin was 13.5% and 23.0% for the three months ended March 31, 2025 and 2024, respectively.

Real estate profit decreased $64 million for the three months ended March 31, 2025, compared to the same period in 2024, primarily due to a decrease in Sales of VOI, net and increase in Sales and marketing expense, net partially offset by a decrease in Cost of VOI sales.

Sales revenue decreased $56 million for the three months ended March 31, 2025, compared to the same period in 2024, primarily due to net deferrals during the first quarter of 2025 of $126 million, compared to a net recognition of $2 million in the first quarter of 2024, partially offset by an increase in owned contract sales of $79 million.

Real estate expense increased $8 million for the three months ended March 31, 2025, compared to the same periods in 2024, primarily due to net deferrals of $58 million during the first quarter of 2025, compared to a net deferral of $1 million in the first quarter of 2024, partially offset by increases in selling expenses of $36 million and marketing expenses of $18 million.

Three Months Ended March 31, Variance

($ in millions) 2025 2024 $ %

3 unchanged sentences

Premium amortization of acquired timeshare financing receivables

(22) (4) (18) NM (66) (11) (55) NM

(8) (16) 8 (50.0)

Financing revenue 125 104 21 20.2

Consumer financing interest expense

26 12 14 NM 71 35 36 NM

Other financing expense 25 14 11 78.6

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

1 — 1 100.0 5 (1) 6 NM

1 2 (1) (50.0)

Financing expense 55 39 16 41.0

1 unchanged sentence

Financing profit margin 56.0 % 62.5 %

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

Financing profit increased by $10 million and $31 million, respectively, for the three and nine months ended September 30, 2024, compared to the same periods in 2023.

For the same periods, Financing profit increased by $6 million and $13 million, respectively, excluding the $4 million and $18 million impact related to the Bluegreen Acquisition, primarily due to higher interest income revenues partially offset by increased financing expense.

Financing revenue increased by $30 million and $86 million, respectively, for three and nine months ended September 30, 2024, compared to the same periods in 2023.

For the same periods, Financing revenue increased by $14 million and $40 million, respectively, excluding the $16 million and $46 million impact related to the Bluegreen Acquisition, primarily due to an increase in the weighted average interest rate and carrying balance of the timeshare financing receivables portfolio.

Financing expense increased by $20 million and $55 million, respectively, for three and nine months ended September 30, 2024, compared to the same periods in 2023.

For the same periods, Financing expense increased by $8 million and $27 million, respectively, excluding the $12 million and $28 million impact related to the Bluegreen Acquisition, primarily due to an increase in the balance and weighted average interest rate on our non-recourse debt.

Financing profit increased by $5 million for the three months ended March 31, 2025, compared to the same period in 2024 primarily due to an increase in financing revenue, offset by an increase in financing expense.

Financing revenue increased by $21 million for three months ended March 31, 2025, compared to the same period in 2024, primarily due to an increase in the weighted average outstanding balance of the timeshare financing receivables portfolio and a decrease in the premium amortization of the acquired timeshare financing receivables of $8 million.

Financing expense increased by $16 million for three months ended March 31, 2025, compared to the same period in 2024, primarily due to an increase of $9 million of expenses incurred to manage our portfolios and an increase in consumer financing interest expense of $6 million due to an increase in the non-recourse debt balance.

Resort Operations and Club Management Segment

Resort and Club Management

Three Months Ended September 30, Variance Nine Months Ended September 30, Variance

Three Months Ended March 31, Variance

($ in millions) 2025 2024 $ %

7 unchanged sentences

Resort and club management profit margin 70.5 % 67.5 %

Resort and club management profit increased by $34 million and $91 million, respectively, for the three and nine months ended September 30, 2024, compared to the same periods in 2023.

For the same periods, Resort and club management profit increased by $6 million and $18 million, respectively, excluding the $28 million and $73 million impact related to the Bluegreen Acquisition, largely driven by higher management fees partially offset by associated Resort and club management expense to support the higher revenues.

Resort and club management revenue increased $41 million and $114 million, respectively, for the three and nine months ended September 30, 2024, compared to the same periods in 2023.

For the same periods, Resort and club management revenue increased by $10 million and $30 million, respectively, excluding the $31 million and $84 million impact related to the Bluegreen Acquisition, primarily due to management fee revenue.

Resort and club management expenses increased by $7 million and $23 million, respectively, for the three and nine months ended September 30, 2024, compared to the same periods in 2023.

For the same periods, Resort and club management expenses increased by $4 million and $12 million, respectively, excluding the $3 million and $11 million impact related to the Bluegreen Acquisition, in line with the increases in revenues.

Resort and club management profit increased by $17 million for the three months ended March 31, 2025, compared to the same period in 2024, due to the increase in revenues.

Resort and club management revenue increased $17 million for the three months ended March 31, 2025, compared to the same period in 2024, primarily due to increases in revenue from annual club dues of $5 million, management fee revenue of $4 million and $3 million of license fee revenue.

Resort and club management expenses remained consistent for the three months ended March 31, 2025, compared to the same period in 2024.

Rental and Ancillary Services

Three Months Ended September 30, Variance Nine Months Ended September 30, Variance

Three Months Ended March 31, Variance (1)

($ in millions) 2025 2024 $ %

5 unchanged sentences

Rental and ancillary services expenses 206 173 33 19.1

Rental and ancillary services profit $ 5 $ 17 $ (12) (70.6) $ 20 $ 42 $ (22) (52.4)

Rental and ancillary services profit $ (19) $ 8 $ (27) NM

Rental and ancillary services profit margin (10.2) % 4.4 %

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

Rental and ancillary services profit decreased by $10 million, excluding the $2 million unfavorable impact related to the Bluegreen Acquisition, primarily due to increases in rental expenses when compared to the same period in 2023.

Rental and ancillary services profit decreased by $22 million for the nine months ended September 30, 2024, compared to the same period in 2023.

Rental and ancillary services profit decreased by $10 million, excluding the $12 million unfavorable impact related to the Bluegreen Acquisition, primarily due to increases in rental expenses partially offset by an increase in rental revenues when compared to the same period in 2023.

Rental and ancillary services revenue increased $12 million for the three months ended September 30, 2024, compared to the same period in 2023.

For the same period, Rental and ancillary services revenue remained relatively consistent excluding the $13 million impact related to the Bluegreen Acquisition.

Rental and ancillary services revenue increased $57 million for the nine months ended September 30, 2024, compared to the same period in 2023.

For the same period, Rental and ancillary services revenue increased by $24 million, excluding the $33 million impact related to the Bluegreen Acquisition, primarily due to an increase in occupied room nights and higher daily rates.

Rental and ancillary services expenses increased $24 million and $79 million, respectively, for the three and nine months ended September 30, 2024, compared to the same periods in 2023.

For the same periods, Rental and ancillary services expenses increased $9 million and $34 million, respectively, excluding the $15 million and $45 million impact related to the Bluegreen Acquisition, primarily due to an increase in development and maintenance fees.

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

Rental and ancillary services profit decreased by $27 million for the three months ended March 31, 2025, compared to the same period in 2024, primarily due to an increase in rental expenses, partially offset by an increase in rental revenues.

Rental and ancillary services revenue increased $6 million for the three months ended March 31, 2025, compared to the same period in 2024, primarily due to an increase in arrivals for transient stays.

Rental and ancillary services expenses increased $33 million for the three months ended March 31, 2025, compared to the same period in 2024, primarily due to an increase in maintenance fees.

Other Operating Expenses

Three Months Ended September 30, Variance Nine Months Ended September 30, Variance

Three Months Ended March 31, Variance

($ in millions) 2025 2024 $ %

4 unchanged sentences

— 2 (2) (100.0)

General and administrative expenses increased by $4 million and $17 million for the three and nine months ended September 30, 2024, respectively, compared to the same period in 2023.

Excluding $7 million and $26 million, respectively, related to the impact of the Bluegreen Acquisition, General and administrative expenses decreased by $3 million and $9 million when comparing the three and nine months ended September 30, 2024 to the same periods in 2023 primarily due to interest expense for a legal matter that was settled in early 2024.

Depreciation and amortization increased by $15 million and $42 million for the three and nine months ended September 30, 2024, when compared to the same periods in 2023.

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

License fee expense increased by $12 million and $23 million for the three and nine months ended September 30, 2024, when compared to the same periods in 2023.

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

General and administrative expenses remained consistent for the three months ended March 31, 2025, compared to the same period in 2024.

Depreciation and amortization increased by $5 million for the three months ended March 31, 2025, when compared to the same period in 2024.

The increase primarily was due to depreciation expense in connection with assets acquired as part of the Bluegreen Acquisition.

License fee expense increased by $14 million for the three months ended March 31, 2025, when compared to the same period in 2024.

The increase was primarily due to an increase in licensing fees paid to Hilton.

Acquisition and Integration-Related Expense

Three Months Ended September 30, Variance (1)

Nine Months Ended September 30, Variance (1)

Three Months Ended March 31, Variance

($ in millions) 2025 2024 $ %

Acquisition and integration-related expense $ 36 $ 12 $ 24 NM $ 193 $ 42 $ 151 NM

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

Acquisition and integration-related expense $ 28 $ 109 $ (81) (74.3)

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

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

For the three and nine months ended September 30, 2024, acquisition and integration-related costs increased by $24 million and $151 million when compared to the same periods in 2023.

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

For the three months ended March 31, 2025, acquisition and integration-related costs decreased by $81 million when compared to the same period in 2024.

The decrease was primarily driven by the Bluegreen Acquisition that occurred in the first quarter of 2024.

Non-Operating Expenses

Three Months Ended September 30, Variance (1)

Nine Months Ended September 30, Variance

Three Months Ended March 31, Variance (1)

($ in millions) 2025 2024 $ %

4 unchanged sentences

Income tax expense

61 44 17 38.6 53 96 (43) (44.8)

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

The change in non-operating expenses for the three months ended September 30, 2024, compared to the same period in 2023, was primarily due to an increase in interest expense of $39 million and an increase in income tax expense of $17 million.

The increase in interest expense was primarily due to an increase in the debt balance outstanding used to fund the Bluegreen acquisition compared to the same period in 2023.

The increase in income tax expense was primarily driven by a change in overall earnings compared to the same period in 2023.

The change in non-operating expenses for the nine months ended September 30, 2024, compared to the same period in 2023, was primarily due to an increase in interest expense of $117 million, partially offset by a decrease in income tax expense of $43 million.

The increase in interest expense was primarily due to an increase in the debt balance outstanding used to fund the Bluegreen acquisition compared to the same period in 2023.

The decrease in income tax expense was primarily driven by an overall change in earnings partially offset by discrete items relative to income before taxes compared to the same period in 2023.

The change in non-operating expenses for the three months ended March 31, 2025, compared to the same period in 2024, was primarily due to an increase in income tax expense of $17 million and a change in other (gain) loss of $11 million.

The increase in income tax expense was primarily driven by discrete items.

The change in other (gain) loss is primarily due to revaluation of our foreign currency transactions.

Net income attributable to noncontrolling interest

1 unchanged sentence

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

Net income attributable to the noncontrolling interest in Big Cedar was $3 million and $7 million during the three and nine months ended September 30, 2024.

Net income attributable to the noncontrolling interest in Big Cedar was $5 million and $2 million during the three months ended March 31, 2025 and 2024, respectively.

Liquidity and Capital Resources

3 unchanged sentences

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

• During the nine months ended September 30, 2024, we repurchased 7.4 million shares for $307 million under our share repurchase programs.

Earnings Per Share for additional information.

• As of September 30, 2024, we had total cash and cash equivalents of $297 million and restricted cash of $244 million.

• As of March 31, 2025, we had total cash and cash equivalents of $259 million and restricted cash of $311 million.

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

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

Debt and Non-Recourse Debt for additional information.

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

Acquisitions for additional information.

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

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

Debt and Non-Recourse Debt for additional information.

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

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

Debt and Non-Recourse Debt for additional information.

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

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

Debt and Non-Recourse Debt for additional information.

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

Debt & Non-recourse Debt for more information.

• As of September 30, 2024, we had $308 million remaining borrowing capacity under the revolver facility.

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

As of September 30, 2024, we had $$1.7 billion of notes that were current on payments but not securitized.

Of that figure, approximately $1.3 billion could be monetized through either warehouse borrowing or securitization while another $294 million of mortgage notes we anticipate being eligible following certain customary milestones such as first payment, deeding and recording.

The Grand Islander and Bluegreen Timeshare Facilities were terminated in the first quarter of 2024.

• During the three months ended March 31, 2025, we repurchased 4 million shares for $150 million under our share repurchase program.

Earnings Per Share for additional information.

• As of March 31, 2025, we had $870 million remaining borrowing capacity under the revolver facility.

• As of March 31, 2025, we had an aggregate of $100 million remaining borrowing capacity under our Timeshare Facility.

As of March 31, 2025, we had $951 million of notes that were current on payments but not securitized.

Of that figure, approximately $519 million could be monetized through either warehouse borrowing or securitization while another $210 million of mortgage notes we anticipate being eligible following certain customary milestones such as first payment, deeding and recording.

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

We have made commitments with developers to purchase vacation ownership units at a future date to be marketed and sold under our Hilton Grand Vacations brand.

As of September 30, 2024, our inventory-related purchase commitments totaled $52 million to be fulfilled over 2 years.

As of March 31, 2025, our inventory-related purchase commitments totaled $120 million to be fulfilled over a period of 11 years.

Sources and Uses of Our Cash

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

Nine Months Ended September 30, Variance

Three Months Ended March 31, Variance

($ in millions) 2025 2024 $

12 unchanged sentences

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

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

The increase in net cash provided by operating activities for the three months ended March 31, 2025, compared to the same period in 2024 was primarily due to a decrease in cash utilized for working capital, partially offset by an increase in provision for financing receivable losses.

The following table summarizes our VOI inventory spending:

Nine Months Ended September 30,

Three Months Ended March 31,

($ in millions) 2025 2024

VOI spending - owned properties (1)

VOI spending - fee-for-service upgrades (2)

Purchases and development of real estate for future conversion to inventory 52 33

1 unchanged sentence

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

(2) Relates to granting credit to customers for their existing ownership when upgrading into fee-for-service projects from developed projects.

Investing Activities

2 unchanged sentences

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

Net cash used in investing activities was $1,514 million for the nine months ended September 30, 2024 compared to $47 million for the same period in 2023.

The increase was primarily due to the Bluegreen Acquisition and increased software capitalization costs.

Net cash used in investing activities was $32 million for the three months ended March 31, 2025 compared to $1,473 million for the same period in 2024.

The decrease was primarily due to the Bluegreen Acquisition in 2024.

Financing Activities

Net cash provided by financing activities for the nine months ended September 30, 2024 was $971 million compared to net cash used in financing activities of $270 million for the same period in 2023.

The increase was primarily due to net proceeds from debt of $1,766 million, offset by net repayments of non-recourse debt of $428 million, an increase in payment for debt issuance costs of $46 million, and a $39 million increase in share repurchases when compared to 2023.

Net cash used in financing activities for the three months ended March 31, 2025 was $201 million compared to net cash provided by financing activities of $1,272 million for the same period in 2024.

The decrease was primarily due to net proceeds from debt and non-recourse debt of $1,426 million in 2024 compared to net payments of $36 million in 2025 and an increase in share repurchases of $51 million, partially offset by a decrease in cash paid for debt issuance costs of $$32 million and a decrease of payment on withholding taxes on vesting of RSUs of $14 million.

Contractual Obligations

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

As of September 30, 2024, we were committed to approximately $9,289 million in contractual obligations over 10 years, $270 million of which will be fulfilled in the remainder of 2024.

As of March 31, 2025, we were committed to approximately $9,356 million in contractual obligations over 16 years, $734 million of which will be fulfilled in the remainder of 2025.

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

3 unchanged sentences

The availability, terms and conditions and pricing of such bonding capacity are dependent on, among other things, continued financial strength and stability of the insurance company affiliates providing the bonding capacity, general availability of such capacity and our corporate credit rating.

We have commitments from surety providers in the amount of $732 million as of September 30, 2024, which primarily consist of escrow, subsidy and construction related bonds.

Subsequent Events

On November 6, 2024, we entered into the Second Amended and Restated License Agreement (the “Amended License Agreement”) with Hilton Worldwide Holdings Inc.

The Amended License Agreement amends, restates and supersedes the First Amended and Restated License Agreement, dated as of March 10, 2021, between HGV and Hilton, as amended by the First Amendment, dated as of April 4, 2022, the Second Amendment, dated as of November 5, 2023, and the Third Amendment, dated as of January 16, 2024.

The Amended License Agreement covers certain amendments relating to, among other things, our continued integration of the Bluegreen Acquisition, including a rebranding plan of the Bluegreen properties to the Hilton Grand Vacations brands and Hilton standards and certain matters related to Bluegreen’s marketing arrangement with Choice Hotels International, Inc., which we assumed in connection with the Bluegreen Acquisition.

On November 7, 2024, we completed a $500 million securitization of timeshare loans through Hilton Grand Vacations Trust 2024-3 with an overall weighted average interest rate of 5.18% and an overall advance rate of 98%.

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

We have commitments from surety providers in the amount of $669 million as of March 31, 2025, which primarily consist of escrow, subsidy and construction related bonds.

Critical Accounting Policies and Estimates

3 unchanged sentences

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis