UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	~~QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934~~

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September 30, 2017~~

March 31, 2024

☐	~~TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934~~

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from_________ to ________

Commission file number 001-37794

Hilton Grand Vacations Inc.

(Exact Name of Registrant as Specified in Its Charter)


Delaware		81-2545345
(State or Other Jurisdiction of		~~(I.R.S. Employer~~
Incorporation or Organization)	(I.R.S. Employer Identification No.)


6355 MetroWest Boulevard, Suite 180,
Orlando, Florida		32835
~~Orlando, Florida~~		~~32835~~
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code (407) 613-3100

(Former Name, Former Address, and Former Fiscal Year, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

HGV

New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days. Yes ☒x No ☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes ☒x No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ~~(Check one):~~


Large Accelerated Filer		☐ x		Accelerated Filer		☐ o

Non-Accelerated Filer	☒ ~~(Do not check if a smaller reporting company)~~ o		Smaller Reporting Company		☐ o

Emerging Growth Company	☐ o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐o Yes ☒x No

The number of shares outstanding of the registrant’s common stock, par value $0.01 per share, as of ~~October 27, 2017~~May 2, 2024 was ~~99,088,973.~~

103,703,246.

Table of Contents.

HILTON GRAND VACATIONS INC.

FORM 10-Q TABLE OF CONTENTS

Table of Contents .

PART I ~~FINANCIA~~LFINANCIAL INFORMATION

~~Item 1.~~

Item 1. Financial Statements

HILTON GRAND VACATIONS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except share and per share data)

		September 30,		December 31,
		2017		2016
		(unaudited)
	March 31, 2024						March 31, 2024	December 31, 2023
	(unaudited)
ASSETS
ASSETS
ASSETS
Cash and cash equivalents		$	226	$	48
Cash and cash equivalents
Cash and cash equivalents
Restricted cash			58		103
Accounts receivable, net of allowance for doubtful accounts of $10 and $6			104		123
Accounts receivable, net
Timeshare financing receivables, net			1,055		1,025
Inventory			475		513
Property and equipment, net			266		256
Investment in unconsolidated affiliate			41		—
Operating lease right-of-use assets, net
Investments in unconsolidated affiliates
Goodwill
Intangible assets, net			72		70

Other assets			51		42
TOTAL ASSETS (variable interest entities - $500 and $258)		$	2,348	$	2,180
Other assets
Other assets
TOTAL ASSETS (variable interest entities - $1,568 and $1,459)
LIABILITIES AND EQUITY
Liabilities:
Accounts payable, accrued expenses and other
Accounts payable, accrued expenses and other
Accounts payable, accrued expenses and other		$	324	$	231
Advanced deposits			102		103
Debt			484		490
Non-recourse debt			612		694
Deferred revenues			119		106
Debt, net
Non-recourse debt, net
Operating lease liabilities
Deferred revenue
Deferred income tax liabilities			374		389
Total liabilities (variable interest entities - $484 and $245)			2,015		2,013
Commitments and contingencies - see Note 15
Total liabilities (variable interest entities - $1,521 and $1,472)
Commitments and contingencies - see Note 18						Commitments and contingencies - see Note 18
Equity:
Preferred stock, $0.01 par value; 300,000,000 authorized shares, none issued or outstanding as of September 30, 2017 and December 31, 2016			—		—
Common stock, $0.01 par value; 3,000,000,000 authorized shares, 99,088,973 issued and outstanding as of September 30, 2017 and 98,802,597 issued and outstanding as of December 31, 2016			1		1
Preferred stock, $0.01 par value; 300,000,000 authorized shares, none issued or outstanding as of March 31, 2024 and December 31, 2023
Preferred stock, $0.01 par value; 300,000,000 authorized shares, none issued or outstanding as of March 31, 2024 and December 31, 2023
Preferred stock, $0.01 par value; 300,000,000 authorized shares, none issued or outstanding as of March 31, 2024 and December 31, 2023
Common stock, $0.01 par value; 3,000,000,000 authorized shares, 104,760,243 shares issued and outstanding as of March 31, 2024 and 105,961,160 shares issued and outstanding as of December 31, 2023
Additional paid-in capital			160		138
Accumulated retained earnings			172		28
Accumulated other comprehensive income
Total stockholders equity
Noncontrolling interest
Total equity			333		167
TOTAL LIABILITIES AND EQUITY		$	2,348	$	2,180

See notes to unaudited condensed consolidated financial statements.

Table of Contents.

HILTON GRAND VACATIONS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(in millions, except per share ~~amounts)~~

data)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
				Three Months Ended March 31,
				Three Months Ended March 31,
				Three Months Ended March 31,
				2024
				2024
				2024
Revenues
Revenues
Revenues
Sales of VOIs, net	$	145		$	130		$	406		$	359
Sales of VOIs, net
Sales of VOIs, net
Sales, marketing, brand and other fees
Sales, marketing, brand and other fees
Sales, marketing, brand and other fees		127			136			401			382
Financing		38			34			109			100
Financing
Financing
Resort and club management
Resort and club management
Resort and club management		37			33			108			98
Rental and ancillary services		45			41			138			135
Rental and ancillary services
Rental and ancillary services
Cost reimbursements
Cost reimbursements
Cost reimbursements		34			33			102			94
Total revenues		426			407			1,264			1,168
Total revenues
Total revenues
Expenses
Expenses
Expenses
Cost of VOI sales		40			44			107			110
Cost of VOI sales
Cost of VOI sales
Sales and marketing
Sales and marketing
Sales and marketing		171			157			492			443
Financing		11			8			32			24
Financing
Financing
Resort and club management
Resort and club management
Resort and club management		12			9			32			25
Rental and ancillary services		30			30			88			86
Rental and ancillary services
Rental and ancillary services
General and administrative		23			24			75			61
General and administrative
General and administrative
Acquisition and integration-related expense
Acquisition and integration-related expense
Acquisition and integration-related expense
Depreciation and amortization
Depreciation and amortization
Depreciation and amortization		7			6			21			17
License fee expense		22			22			65			61
License fee expense
License fee expense
Impairment expense
Impairment expense
Impairment expense
Cost reimbursements
Cost reimbursements
Cost reimbursements		34			33			102			94
Total operating expenses		350			333			1,014			921
Gain on foreign currency transactions		1			1			1			2
Allocated Parent interest expense		—			(7	)		—			(20	)
Total operating expenses
Total operating expenses
Interest expense		(7	)		—			(21	)		—
Equity in earnings from unconsolidated affiliate		1			—			1			—
Other loss, net		—			—			—			(1	)
Income before income taxes		71			68			231			228
Income tax expense		(28	)		(33	)		(87	)		(98	)
Net income	$	43		$	35		$	144		$	130
Earnings per share:⁽¹⁾
Interest expense
Interest expense
Equity in earnings from unconsolidated affiliates
Equity in earnings from unconsolidated affiliates
Equity in earnings from unconsolidated affiliates
Other (loss) gain, net
Other (loss) gain, net
Other (loss) gain, net
(Loss) income before income taxes
(Loss) income before income taxes
(Loss) income before income taxes
Income tax benefit (expense)
Income tax benefit (expense)
Income tax benefit (expense)
Net (loss) income
Net (loss) income
Net (loss) income
Net income attributable to noncontrolling interest
Net income attributable to noncontrolling interest
Net income attributable to noncontrolling interest
Net (loss) income attributable to stockholders
Net (loss) income attributable to stockholders
Net (loss) income attributable to stockholders
(Loss) earnings per share:
(Loss) earnings per share:
(Loss) earnings per share:
Basic
Basic
Basic	$	0.43		$	0.35		$	1.45		$	1.31
Diluted	$	0.43		$	0.35		$	1.44		$	1.31
Diluted
Diluted

⁽¹⁾	For the three and nine months ended September 30, 2016, basic and diluted earnings per share was calculated based on shares distributed to Hilton Grand Vacations’ stockholders on January 3, 2017. See Note 12: ~~Earnings Per Share~~ ~~for additional information.~~

See notes to unaudited condensed consolidated financial statements.

Table of Contents.

HILTON GRAND VACATIONS INC.

CONDENSED CONSOLIDATED STATEMENTS OF ~~CASH FLOWS~~COMPREHENSIVE INCOME (UNAUDITED)

(in millions)

Nine Months Ended September 30,

2017

2016

Operating Activities

Net income

$
144

$
130

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

21

17

Amortization of deferred financing costs and other

4

3

Provision for loan losses

45

37

Other loss, net

—

1

Gain on foreign currency transactions

(1
)

(2
)
Share-based compensation

13

—

Deferred income (benefit) taxes

(5
)

12

Equity in earnings from unconsolidated affiliate

(1
)

—

Net changes in assets and liabilities:

Accounts receivables, net

19

(28
)
Timeshare financing receivables, net

(75
)

(52
)
Inventory

38

(10
)
Other assets

(11
)

(7
)
Accounts payable, accrued expenses and other

96

17

Advanced deposits

(1
)

6

Deferred revenues

13

10

Other

—

(1
)
Net cash provided by operating activities

299

133

Investing Activities

Capital expenditures for property and equipment

(25
)

(16
)
Software capitalization costs

(12
)

(5
)
Investment in unconsolidated affiliate

(40
)

—

Net cash used in investing activities

(77
)

(21
)
Financing Activities

Issuance of non-recourse debt

350

—

Repayment of non-recourse debt

(428
)

(85
)
Repayment of debt

(7
)

—

Debt issuance costs

(5
)

(6
)
Allocated Parent debt activity

—

111

Net transfers to Parent

—

(114
)
Proceeds from stock option exercises

1

—

Net cash used in financing activities

(89
)

(94
)
Net increase in cash, cash equivalents and restricted cash

133

18

Cash, cash equivalents and restricted cash, beginning of period

151

79

Cash, cash equivalents and restricted cash, end of period

$
284

$
97


	Three Months Ended March 31,
	2024		2023
Net (loss) income	$	(2)	$	73
Derivative instrument adjustments, net of tax	4		(10)
Foreign currency translation adjustments	(6)		—
Other comprehensive loss, net of tax	(2)		(10)
Comprehensive income attributable to noncontrolling interest	2		—
Comprehensive (loss) income attributable to stockholders	$	(6)	$	63

See notes to unaudited condensed consolidated financial statements.

Table of Contents.

HILTON GRAND VACATIONS INC.

CONDENSED CONSOLIDATED ~~STATEMENT~~STATEMENTS OF ~~STOCKHOLDERS’ EQUITY~~CASH FLOWS (UNAUDITED)

(in millions)


	Three Months Ended March 31,
	2024		2023
Operating Activities
Net (loss) income	$	(2)	$	73
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization	62		51
Amortization of deferred financing costs, acquisition premiums and other	25		7
Provision for financing receivables losses	64		30
Impairment expense	2		—
Other loss (gain), net	5		(1)
Share-based compensation	9		10

Equity in earnings from unconsolidated affiliates	(5)		(3)

Net changes in assets and liabilities, net of effects of acquisitions:
Accounts receivable, net	24		8
Timeshare financing receivables, net	(78)		(24)
Inventory	(25)		(101)
Purchases and development of real estate for future conversion to inventory	(33)		(2)
Other assets	(245)		(244)
Accounts payable, accrued expenses and other	88		84
Advanced deposits	—		24
Deferred revenue	109		114

Net cash provided by operating activities	—		26
Investing Activities
Acquisitions, net of cash, cash equivalents and restricted cash acquired	(1,454)		—
Capital expenditures for property and equipment (excluding inventory)	(10)		(5)
Software capitalization costs	(9)		(6)

Net cash used in investing activities	(1,473)		(11)
Financing Activities
Proceeds from debt	2,060		438
Proceeds from non-recourse debt	290		175
Repayment of debt	(108)		(153)
Repayment of non-recourse debt	(816)		(182)
Debt issuance costs	(39)		—
Repurchase and retirement of common stock	(99)		(85)
Payment of withholding taxes on vesting of restricted stock units	(21)		(14)

Proceeds from stock option exercises	6		5

Other	(1)		(1)
Net cash provided by financing activities	1,272		183
Effect of changes in exchange rates on cash, cash equivalents & restricted cash	(6)		(1)
Net (decrease) increase in cash, cash equivalents and restricted cash	(207)		197
Cash, cash equivalents and restricted cash, beginning of period	885		555
Cash, cash equivalents and restricted cash, end of period	678		752
Less: Restricted cash	323		363
Cash and cash equivalents	$	355	$	389

Additional

Accumulated

Common Stock

Paid-in

Retained

Total

Shares

Amount

Capital

Earnings

Equity

Balance as of December 31, 2016

99

$
1

$
138

$
28

$
167

Net income

—

—

—

144

144

Deferred intercompany transaction ⁽¹⁾

—

—

9

—

9

Activity related to share-based compensation

—

—

11

—

11

Other

—

—

2

—

2

Balance as of September 30, 2017

99

$
1

$
160

$
172

$
333

⁽¹⁾	~~Refer to Note 10:~~ ~~Income Taxes~~ ~~for further discussion.~~

See notes to unaudited condensed consolidated financial statements.

Table of Contents.

HILTON GRAND VACATIONS INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED)

(in millions)


	Common Stock			Additional Paid-in Capital		Accumulated Retained Earnings		Accumulated Other Comprehensive Income		Noncontrolling Interest		Total Equity
	Shares	Amount
Balance as of December 31, 2023	106	$	1	$	1,504	$	593	$	17	—		$	2,115
Acquisition of third party equity interest in consolidated entity	—	—		—		—		—		158		158
Net (loss) income	—	—		—		(4)		—		2		(2)
Activity related to share-based compensation	1	—		(4)		—		—		—		(4)

Foreign currency translation adjustments	—	—		—		—		(6)		—		(6)
Derivative instrument adjustments, net of tax	—	—		—		—		4		—		4
Repurchase and retirement of common stock	(2)	—		(33)		(68)		—		—		(101)
Balance as of March 31, 2024	105	$	1	$	1,467	$	521	$	15	$	160	$	2,164


	Common Stock			Additional Paid-in Capital		Accumulated Retained Earnings		Accumulated Other Comprehensive Income		Noncontrolling Interest		Total Equity
	Shares	Amount
Balance as of December 31, 2022	113	$	1	$	1,582	$	529	$	39	$	—	$	2,151
Net income	—	—		—		73		—		—		73
Activity related to share-based compensation	1	—		3		—		—		—		3
Derivative instrument adjustments, net of tax	—	—		—		—		(10)		—		(10)
Repurchase and retirement of common stock	(2)	—		(26)		(59)		—		—		(85)
Balance as of March 31, 2023	112	$	1	$	1,559	$	543	$	29	$	—	$	2,132

See notes to unaudited condensed consolidated financial statements.

Table of Contents .

HILTON GRAND VACATIONS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~Note~~

NOTE 1: ~~Organization and Basis of Presentation~~

ORGANIZATION AND BASIS OF PRESENTATION

Our ~~Spin-off from Hilton Worldwide Holdings Inc.~~

~~On January 3, 2017, the previously announced spin-off was completed by way of a pro rata distribution of~~ Business

Hilton Grand Vacations Inc.’s (“Hilton Grand Vacations,” “we,” “us,” “our,” “HGV” or the “Company”) common stock to Hilton Worldwide Holdings Inc. (“Hilton”) stockholders. Each Hilton stockholder received one share of our common stock for every ten shares of Hilton common stock. As a result of the spin-off, we became a separate publicly-traded company on the New York Stock Exchange under the ticker symbol “HGV,” and Hilton did not retain any ownership interest in our company.

In connection with the completion of the spin-off, we entered into agreements with Hilton (who at the time was a related party) and other third parties, including licenses to use the Hilton brand. The unaudited condensed consolidated financial statements reflect the effect of these agreements. For the three months ended September 30, 2017 and 2016, we incurred $39 million and $46 million, respectively, and for the nine months ended September 30, 2017 and 2016, we incurred $137 million and $150 million, respectively, in costs relating to the agreements entered with Hilton. See ~~Key Agreements Related to the Spin-Off~~ ~~section in~~ ~~Part I - Item 1. Business~~ ~~of our Annual Report on Form 10-K for the year ended December 31, 2016 for further information.~~

~~Prior to the spin-off, Hilton maintained a share-based compensation plan for the benefit of its officers, directors and employees which was presented as a component of~~ ~~Net transfers (to) from Parent,~~ a financing activity, on the condensed consolidated statements of cash flows. Subsequent to the spin-off, share-based compensation expense is presented as a component of operating activities on the condensed consolidated statements of cash flows.

~~Our Business~~

~~Hilton Grand Vacations~~ is a global timeshare company engaged in developing, marketing, selling, managing and ~~managing~~operating timeshare resorts, timeshare plans and ancillary reservation services, primarily under the Hilton Grand Vacations brand. On January 17, 2024 (“Bluegreen Acquisition Date”), we completed the acquisition of Bluegreen Vacations Holding Corporation (“Bluegreen”) (the “Bluegreen Acquisition”).

Our operations primarily consist ~~of:~~of selling vacation ownership intervals ~~(“VOIs”~~and vacation ownership interests (collectively, “VOIs” or “VOI”) for us and third parties; ~~operating resorts;~~ financing and servicing loans provided to consumers for their timeshare purchases; operating resorts and timeshare plans; and managing our ~~points-based~~clubs and exchange programs that include HGV Max, Hilton Grand Vacations Club ~~exchange program (the “Club”~~and Hilton Club, Diamond points-based multi-resort timeshare clubs and Bluegreen Vacation Club (collectively referred to as “Clubs”).

As of ~~September 30, 2017,~~March 31, 2024, we had ~~48 timeshare~~approximately 200 properties ~~comprised of 8,101 units,~~ located in the United States (“U.S.”), Europe, Mexico, the Caribbean, Canada and ~~Europe.~~

Asia. A significant number of our properties and VOIs are concentrated in Florida, Europe, Hawaii, California, Arizona, Nevada and Virginia, inclusive of the new locations we have expanded into through the Bluegreen Acquisition. We are in the process of rebranding many of the Diamond properties and anticipate rebranding the majority of Bluegreen properties and sales centers. As of March 31, 2024, we expect to begin rebranding certain Bluegreen properties during the fourth quarter of 2024 to the Hilton Grand Vacations brands and Hilton standards.

Basis of Presentation

The unaudited condensed consolidated financial statements presented herein include ~~100 percent~~all of our assets, liabilities, revenues, expenses and cash flows ~~and~~as well as all entities in which we have a controlling financial interest. ~~Through~~The determination of a controlling financial interest is based upon the ~~date~~terms of the ~~spin-off,~~governing agreements of the respective entities, including the evaluation of rights held by other interests. If the entity is considered to be a variable interest entity (“VIE”), we determine whether we are the primary beneficiary, and then consolidate those VIEs for which we have determined we are the primary beneficiary. If the entity in which we hold an interest does not meet the definition of a VIE, we evaluate whether we have a controlling financial interest through our voting interests in the entity. We consolidate entities when we own more than 50% of the voting shares of a company or otherwise have a controlling financial interest, including HGV/Big Cedar Vacations LLC, a joint venture in which HGV is deemed to hold a controlling financial interest based on its 51% equity interest (“Big Cedar”), its active role as the day-to-day manager of its activities, and majority voting control of its management committee. HGV acquired its equity interest in Big Cedar as part of the Bluegreen Acquisition. All material intercompany transactions and balances have been eliminated in consolidation. Our accompanying unaudited condensed consolidated financial statements ~~presented herein were prepared on~~reflect all adjustments, including normal recurring items, considered necessary for a ~~stand-alone basis and were derived from the unaudited consolidated financial statements and accounting records of Hilton.~~

fair presentation.

The unaudited condensed consolidated financial statements reflect our financial position, results of operations and cash flows as prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”). Certain information and footnote disclosures normally included in financial statements presented in accordance with U.S. GAAP have been omitted in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). Although we believe the disclosures made are adequate to prevent information presented from being misleading, these financial statements should be read in conjunction with the consolidated financial statements and notes thereto as of and for the year ended December 31, ~~2016,~~2023, included in our Annual Report on Form 10-K filed with the SEC on ~~March 2, 2017.~~

February 29, 2024.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported and, accordingly, ultimate results could differ from those estimates. Interim results are not necessarily indicative of full year performance.

~~The accompanying~~

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Noncontrolling Interest

Noncontrolling interest reflects a third party’s ownership interest in Big Cedar that is consolidated in the Company’s unaudited condensed consolidated financial statements ~~in our opinion, reflect all adjustments, including normal recurring items, considered necessary for a fair presentation~~but is less than 100% owned by the Company. The

Table of ~~the interim periods. All material intercompany transactions and balances have been eliminated in consolidation.~~

ContentsWe review our estimate of the expected redemption of expired prepaid discounted vacation packages (“packages”) on an ongoing basis. We only reduce the liability for expired packages when a package.

noncontrolling interest is ~~redeemed or the likelihood of redemption is remote. This review considers factors such~~recognized as ~~historical experience, current business practices for pursuing individuals to redeem~~

expired packages and the sufficiency and reliability of data available following a change in those redemption business practices. Previously, we concluded that redemption of an expired package was remote once a package had been expired for six months and therefore retained the liability until six months after expiration. During the reviewequity in the ~~second quarter~~Company’s unaudited condensed consolidated balance sheet and presented separately from the equity attributable to its stockholders.

The amounts of 2017, we determined we then had sufficiently reliable updated information under current business practices to revise our estimate of expired packages that we expect to redeem. As a result during the second quarter of 2017, we changed our accounting estimate for expected redemptions of expired packages to relieve a portion of the remaining liability post expirationunaudited consolidated net income and ~~recorded an $11 million reduction~~unaudited comprehensive income attributable to the ~~Advanced Deposits~~ ~~liability, with corresponding increases to~~ ~~Sales, marketing, brand~~Company’s stockholders and ~~other fees~~ ~~revenue~~noncontrolling interest are separately presented in the condensed unaudited consolidated statements of ~~$10 million~~operations and ~~Accounts payable, accrued expenses and other~~ ~~for~~comprehensive income.

Accounting Pronouncements Not Yet Adopted

In November 2023, the related sales tax liability of $1 million. As a result, for the nine months ended September 30, 2017, our net income increased by $10 million and basic and diluted earnings per share increased by $0.10.

~~Note 2: Significant Accounting Policies~~

~~Investments in Unconsolidated Affiliates~~

We account for investments in unconsolidated affiliates under the equity method of accounting when we exercise significant influence, but do not maintain a controlling financial interest over the affiliates. 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.

~~Cash and Cash Equivalents~~

~~Cash and cash equivalents include all highly liquid investments with original maturities of three months or less.~~

~~Recently Issued Accounting Pronouncements~~

~~Adopted Accounting Standards~~

~~In March 2016, the Financial Accounting Standards Board (“FASB”)~~FASB issued Accounting Standards Update ~~(“ASU”) No. 2016-09~~2023-07 (“ASU ~~2016-09”~~2023-07”), ~~Compensation - Stock Compensation~~ Segment Reporting (Topic ~~718)~~280): Improvements to ~~Employee Share-Based Payment Accounting~~Reportable Segment Disclosures. ASU ~~2016-09 includes provisions intended~~2023-07 provides amendments to ~~simplify several aspects of the accounting~~improve reportable segment disclosure requirements both on an interim and presentation of share-based payments. These provisions include the recognition of the income tax effects of awards in the consolidated statement of operations when the awards vest or are settled, permitting an employer to withhold shares in an amount up to the employee’s maximum individual tax rate without resulting in liability classification of the award, permitting entities to make a policy election to account for forfeitures as they occur, and changes to the classification of tax-related cash flows resulting from share-based payments and cash payments made to taxing authorities on the employee’s behalf on the statement of cash flows. This ASU 2016-09 was effective for reporting periods beginning after December 15, 2016. We adopted ASU 2016-09 retrospectively as of January 1, 2017 and have applied to all periods herein with no material impact to our unaudited condensed consolidated financial statements.

~~In November 2016, the FASB issued ASU No. 2016-18, (“ASU 2016-18”)~~ ~~Statement of Cash Flows (Topic 230): Restricted Cash.~~ ~~This ASU is intended to provide~~annual basis, primarily through enhanced disclosures about significant segment expenses. The guidance on the presentation of restricted cash or restricted cash equivalents and reduce the diversity in practice. This ASU requires amounts generally described as restricted cash and restricted cash equivalents to be included with cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts on the statement of cash flows. We elected, as permitted by the standard, to early adopt ASU 2016-18 retrospectively as of January 1, 2017 and have applied it to all periods presented herein. The adoption of ASU 2016-18 did not have a material impact to our unaudited condensed consolidated financial statements. The effect of the adoption of ASU 2016-18 on our condensed consolidated statements of cash flows was to include restricted cash balances in the beginning and end of period balances of cash and cash equivalent and restricted cash. The change in restricted cash was previously disclosed in operating activities and financing activities in the condensed consolidated statements of cash flows.

~~In January 2017, the FASB issued ASU No. 2017-01 (“ASU 2017-01”),~~ ~~Business Combinations (Topic 804): Clarifying the Definition of a Business~~. This ASU clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. We elected, as permitted by the standard, to early adopt ASU 2017-01 prospectively as of January 1, 2017. The adoption of ASU 2017-01 did not have a material impact to our unaudited condensed consolidated financial statements.

~~Accounting Standards Not Yet Adopted~~

~~In May 2014, the FASB issued ASU No. 2014-09 (“ASU 2014-09”),~~ ~~Revenue from Contracts with Customers (Topic 606). This ASU supersedes the revenue recognition requirements in~~ ~~Revenue Recognition (Topic 605), and requires entities to recognize revenue~~

~~in a way that depicts the transfer of promised goods orservices to customers in an amount that reflects the consideration to which the entity expects to be entitled inexchange for those goods or services. Subsequent to ASU 2014-09, the FASB has issued several related ASUs amending the original ASU.~~

The provisions of this ASU are to be applied retrospectively or using a modified retrospective approach for reporting periods beginning after December 15, 2017. A determination as to whether we will apply the retrospective or modified retrospective adoption method will be made once our quantitative evaluation is complete and we commence quantifying the expected impacts later this year.

We are currently evaluating the effect that this ASU will have on our consolidated financial statements by analyzing both transactional and analytical data for each of our revenue streams. The following is a status of our evaluation of impacts by significant revenue stream:

~~Sales of VOIs, net~~ ~~– We expect to recognize~~ ~~Sales of VOI, net~~ when control of the VOI passes to the customer, which generally occurs shortly after the expiration of the purchaser’s period to cancel for a refund. We do not expect that this timing change will have a material impact on our accounting for ~~Sales of VOIs, net. We expect our accounting for uncollectible timeshare financing receivables to remain unchanged.~~

~~We are still evaluating the impact on revenue recognition for sales of VOIs that are under construction.~~

~~Sales, marketing, brand and other fees~~ - We expect changes to the gross versus net presentation of certain sales incentives as sales incentives provided where we are acting as the agent (e.g., Hilton Honors) will be recognized on a net basis in ~~Sales, marketing, brand and other fees. We expect this classification change to reduce~~ ~~Sales, marketing, brand and other fees~~ ~~and the related expenses by $29.7 million for the year ended December 31, 2016.~~

We plan to recognize the expected breakage on prepaid discounted vacation packages (“packages”) as revenue proportionately when our customers redeem their packages rather than when the likelihood of redemption is remote as we are entitled to the breakage amount. We are currently in the process of assessing the impact of this expected change.

~~We do not expect material changes to our accounting for our commissions, brand and other fees under fee-for-service arrangements.~~

~~Financing~~ ~~- We do not expect material changes to our accounting for financing revenues, as these revenues are out of the scope of Topic 606.~~

~~Resort and club management~~ ~~- We do not expect material changes to our accounting for ongoing management fees from our homeowners’ association management agreements and the fees earned from our Club members.~~

~~Rental and ancillary services~~ ~~- We do not expect significant changes to our revenue recognition of transient guest transactions, including rental and ancillary services.~~

~~Cost reimbursements~~ ~~- While we do not expect significant changes to the timing of recognition of cost reimbursements, we are still evaluating potential impacts to changes in presentation.~~

~~We expect immaterial impacts from changes to (i) timing of service fees charged on packages and (ii) classification of contract acquisition costs paid to fee-for-service customers.~~

~~We will continue to evaluate and disclose expected impacts that ASU 2014-09 will have on our unaudited condensed consolidated financial statements as more information becomes available.~~

~~In August 2016, the FASB issued ASU No. 2016-15 (“ASU 2016-15”),~~ ~~Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments~~. This ASU addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. The provisions of this ASU are effective for reporting periods beginning after December 15, 2017; early adoption is permitted. We are currently evaluating the effect that this ASU will have on our consolidated financial statements.

~~In January 2017, the FASB issued ASU 2017-03 (“ASU 2017-03”),~~ ~~Accounting Changes and Error Corrections (Topic 250) and Investments - Equity Method and Joint Ventures (Topic 323)~~. ASU 2017-03 requires registrants to disclose the effect that recently issued accounting standards will have on their financial statements when adopted in a future period. The SEC staff expects the additional qualitative disclosures to include a description of the effect of the accounting policies that the registrant expects to apply, if

determined, and a comparison to the registrant’s current accounting policies. In addition, a registrant should describe the status of its process to implement the new standards and the significant implementation matters yet to be addressed. ASU 2017-03 is effective for fiscal years beginning after December 15, ~~2019,~~2023, and interim periods within ~~those~~ fiscal years ~~with early~~beginning after December 15, 2024. The impact of adoption ~~permitted~~of ASU 2023-07 is expected to impact disclosures only and not have a material impact on our consolidated financial statements or results.

In December 2023, the FASB issued Accounting Standards Update 2023-09 (“ASU 2023-09”), Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 states that an entity must provide greater disaggregation of its effective tax rate reconciliation disclosure. The ASU also states that an entity must separately disclose net cash taxes paid between federal, state, and foreign jurisdictions. The guidance is effective for fiscal years beginning after December 15, ~~2018, and~~2024, including interim periods within those fiscal years. ~~We are currently evaluating the effect that this~~The guidance is to be applied prospectively, although retrospective application is permitted. The impact of adoption of ASU ~~will~~2023-09 is expected to impact disclosures only and not have a material impact on our consolidated financial ~~statements.~~

statements or results.

NOTE 3: ACQUISITIONS

Bluegreen Acquisition

On January 17, 2024, we completed the Bluegreen Acquisition in an all-cash transaction, with total consideration of approximately $1.6 billion. The Bluegreen Acquisition is expected to broaden HGV’s offerings, customer reach and sales locations. Costs related to the Bluegreen Acquisition for three months ended March 31, 2024 were $100 million, which were expensed as incurred, and reflected as Acquisition and integration-related expense in our unaudited condensed consolidated statements of operations.

The following table presents the preliminary fair value of each class of consideration transferred in relation to the Bluegreen Acquisition as of the Bluegreen Acquisition Date:


($ in millions, except share and per share data)
Number of Class A Shares issued and outstanding	12,504,138
Number of Class B Shares issued and outstanding	3,664,117
Number of Class A shares deliverable as equity awards	673,169
Total shares and related equity awards outstanding	16,841,424
Cash consideration to Bluegreen shareholders and equity award holders per share	$	75.00
Purchase price	$	1,263
Repayment of Bluegreen Debt(1)	265
Payment of Seller Transaction Fees(2)	28
Total Consideration Transferred	$	1,556

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

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

Preliminary Fair Values of Assets Acquired and Liabilities Assumed

We accounted for the Bluegreen Acquisition as a business combination, which requires us to record the assets acquired and liabilities assumed at fair value as of the Bluegreen Acquisition Date. The preliminary fair values of the assets acquired, liabilities assumed, and noncontrolling interest, which are presented in the table below, and the related preliminary acquisition accounting are based on management’s estimates and assumptions, as well as information compiled by management, including the books and records of Bluegreen. Our estimates and assumptions are subject to change during the measurement period, not to exceed one year from the Bluegreen Acquisition Date. The magnitude of the Bluegreen Acquisition could necessitate the need to use the full one-year measurement period to adequately analyze and assess a number of the factors used in establishing the asset, liability and noncontrolling interest fair values as of the Bluegreen Acquisition Date. The final values may also result in changes to amortization expense related to intangible assets and depreciation expense related to property and equipment, among other changes. Any potential adjustments made could be material in relation to the values presented in the table below.

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As discussed more fully below, the primary areas of the purchase price allocation that are not yet finalized include the following: (1) finalizing the review and valuation of acquired intangible assets (including key assumptions, inputs and estimates) and assigning the useful lives to such assets; (2) finalizing the review and valuation of acquired inventory, property and equipment (including key assumptions, inputs and estimates) and assigning the remaining useful lives to the depreciable assets; (3) finalizing the review and valuation of acquired timeshare financing receivables (including key assumptions, inputs and estimates); (4) finalizing the valuation of certain in-place contracts or contractual relationships (including but not limited to leases), including determining the appropriate amortization periods; (5) finalizing the review and valuation of other acquired assets, assumed liabilities, and noncontrolling interest, including debt assumed; and (6) finalizing our estimate of the impact of purchase accounting on deferred income tax liabilities.


($ in millions)	Preliminary Amounts Recognized as of the Bluegreen Acquisition Date
Assets acquired
Cash and cash equivalents	$	58
Restricted cash	44
Accounts receivable	32
Timeshare financing receivables, net	925
Inventory	365
Property and equipment	177
Investment in unconsolidated affiliates	1
Operating lease right-of-use assets	18
Intangible assets	812
Other assets	83
Total assets acquired	$	2,515
Liabilities assumed
Accounts payable, accrued expenses and other	$	129
Advanced deposits	2
Debt	162
Non-recourse debt	606
Operating lease liabilities	20
Deferred revenue	57
Deferred income tax liabilities	348
Total liabilities assumed	1,324
Net assets acquired	$	1,191

Total consideration transferred	$	1,556
Less: Net assets acquired	(1,191)
Plus: Noncontrolling interest	158
Goodwill(1)	$	523

(1)Goodwill is calculated as total consideration transferred less net assets acquired and it primarily represents the value that we expect to obtain from synergies and growth opportunities from our combined Company post-acquisition.

Timeshare Financing Receivables

We acquired timeshare financing receivables, net which consist of loans to customers who purchased vacation ownership products and chose to finance their purchases. These timeshare financing receivables, net are collateralized by the underlying VOIs and generally have 10-year amortizing repayment terms. We preliminarily estimated the fair value of the timeshare financing receivables using a discounted cash flow model, which calculated a present value of expected future risk-adjusted cash flows over the remaining term of the respective timeshare financing receivables. We are continuing to evaluate the significant assumptions underlying the discounted cash flow model including default, severity and prepayment assumptions, which could result in changes to our preliminary estimate. We have determined that the entire acquired timeshare financing receivables portfolio shows evidence of more-than-insignificant deterioration in credit quality since origination. See Note ~~3: Restricted Cash~~

~~Restricted cash was~~6: Timeshare Financing Receivables, net for additional information.

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

September 30,

December 31,

($ in millions)

2017

2016

Escrow deposits on VOI sales

$
36

$
81

Reserves related to non-recourse debt⁽¹⁾

22

22

$
58

$
103

⁽¹⁾
($ in millions)	~~See Note 8:~~ ~~Debt & Non-recourse debt~~As of January 17, 2024
Purchase price	$	925
Allowance for ~~further discussion.~~ credit losses	137
Premium attributable to other factors	(102)
Par value	$	960

Inventory

We acquired inventory which primarily consists of completed unsold VOIs. We preliminarily estimated the fair value of acquired inventory using a discounted cash flows method, which included an estimate of cash flows expected to be generated from the sale of VOIs. Significant estimates and assumptions impacting the fair value of the acquired inventory that are subjective and/or require complex judgments include our estimates of operating costs and margins, and the discount rate. Certain other estimates and assumptions impacting the fair value of the acquired inventory involving less subjective and/or less complex judgments include: short-term and long-term revenue growth rates, capital expenditures, tax rates and other factors impacting the discounted cash flows. We are continuing to assess the market assumptions and property conditions, which could result in changes to these preliminary values.

Property and Equipment

We acquired property and equipment, which includes land, buildings and improvements, leasehold improvements, computer hardware and software, furniture, fixtures, and office equipment, machinery and equipment, vehicles, construction in progress, and other assets. For our preliminary analysis, we estimated the fair value of the property and equipment using a mix of cost and market approaches. In determining the fair value using the cost approach, we estimated the reproduction cost new by applying BLS trending indices to the historical capitalized costs within the fixed asset details. We also relied on the market approach to determine the fair value of certain assets. In applying the market approach to value, we relied on the Percent of Cost Method. In addition, certain property and equipment assets were held at their carrying value, which is our best estimate of fair value at this time given the information available. We are continuing to assess the market assumptions and property conditions, which could result in changes to these preliminary values.

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

We have recorded a preliminary estimate of the liability for those operating leases assumed in connection with the Bluegreen Acquisition with a remaining term in excess of one year. We measured the lease liabilities assumed at the present value of the remaining contractual lease payments based on the guidance in ASC 842 discounted at an incremental borrowing rate applicable to HGV determined as of the Bluegreen Acquisition Date. The right-of-use assets for such leases were measured at an amount equal to the lease liabilities, adjusted for the favorable or unfavorable leasehold position considering the contractual terms of the lease when compared with market terms. A small number of operating lease right of use assets and lease liabilities were preliminarily estimated at carrying value. Additionally, any equipment lease was held at carrying value. We continue to assess the market assumptions, which could result in changes to our preliminary estimate.

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Intangible Assets

The following table presents our preliminary estimates of the fair values of the acquired Bluegreen’s identified intangible assets and their related estimated remaining useful lives:


	Weighted Average Estimated Useful Life (in years)	Estimated Fair Value ($ in millions)

Trade name	7	$	30
Management contracts	19	479
Club member relationships	11	36
Capitalized software	3	12
Marketing agreements	17	209
Other contract-related intangible assets	12	46
Total intangible assets acquired		$	812

We preliminarily estimated the fair value of Bluegreen's trade name using the relief-from-royalty method, which applies an estimated royalty rate to forecasted future cash flows, discounted to present value. We provisionally estimated the value of management contracts and member relationships using the multi-period excess earnings method, which is a variation of the income approach. This method estimates an intangible asset’s value based on the present value of the incremental after-tax cash flows attributable to the intangible asset. The marketing agreements were valued usingthe with‑and‑without method of the income approach. Under this method, the value of an asset is a function of the differential of projected cash flows with the asset in place and the projected cash flows without the asset in place, discounted to present value.We continue to review Bluegreen's contracts and historical performance in addition to evaluating the assumptions impacting the estimated values of such intangible assets and their respective useful lives, including the discount rate applied to the estimated cash flows and renewal and growth estimates and expected margins, which could result in changes to these preliminary values.

Debt

As part of the acquisition and consideration transferred, we paid off $265 million of Bluegreen’s existing corporate debt and accrued interest. We preliminarily estimated the fair value of the remaining assumed debt using a discounted cash flow model under the income approach. We are continuing to evaluate the significant assumptions underlying the discounted cash flow model, which could result in changes to our preliminary estimate.

Non-Recourse Debt

We preliminarily estimated the fair value of the securitized debt and warehouse loan facilities, using a discounted cash flow model under the income approach. The significant assumptions in our analysis include default rates, prepayment rates, bond interest rates and other structural factors. We are continuing to evaluate the significant assumptions underlying the discounted cash flow model including default and prepayment assumptions, which could result in changes to our preliminary estimate.

Deferred Revenue

Deferred revenue primarily relates to deferred sales incentives revenues, primarily related to Bonus Points, which are deferred and recognized upon redemption; and Club membership fees, which are deferred and recognized over the terms of the applicable contract term or membership on a straight-line basis. We preliminarily estimated the fair value of the deferred revenue at the carrying value of such liabilities as of the Bluegreen Acquisition Date. We continue to review Bluegreen’s contracts, which could result in changes to the preliminary estimate.

Deferred Income Taxes

Deferred income taxes primarily relate to the fair value of assets and liabilities acquired from Bluegreen, including timeshare financing receivables, inventory, property and equipment, intangible assets, and debt. We preliminarily estimated deferred income taxes based on the blended U.S. federal and state statutory tax rate which approximates to 25%. Within the measurement period, we will continue to assess the tax rates used, and we will update our estimate of deferred income taxes based on changes to our preliminary valuations of the related assets and liabilities and refinement of the effective tax rates, which could result in changes to these preliminary values.

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Noncontrolling Interest

The acquired noncontrolling interest relates to Big Cedar Vacations, LLC, a joint venture in which we are deemed to hold a controlling financial interest based on our 51% equity interest, its active role as the day-to-day manager of its activities, and our majority voting control of its management committee. We preliminarily estimated the fair value of the noncontrolling interest using a discounted cash flow model under the income approach. We continue to assess the market assumptions, which could result in changes to our preliminary estimate.

Goodwill

We have recorded a preliminary estimate of $523 of goodwill in connection with the Bluegreen Acquisition. We have allocated the acquired goodwill to our segments, Real Estate Sales and Financing and Resort Operations and Club Management, as indicated in the table below. Our allocations may change throughout the measurement period as we continue to finalize the fair value of assets acquired and liabilities assumed in the Bluegreen Acquisition. The majority of goodwill is not expected to be deductible for tax purposes.


	Resort Operations and Club Management Segment		Real Estate Sales and Financing Segment		Total Consolidated
Goodwill	$	177	$	346	$	523

Pro Forma Results of Operations

The following unaudited pro forma information presents the combined results of operations of HGV and Bluegreen as if we had completed the Bluegreen Acquisition on January 1, 2023, the first day of our 2023 fiscal year, but using our preliminary fair values of assets and liabilities as of the Bluegreen Acquisition Date. These unaudited pro forma results do not reflect any synergies from operating efficiencies. Accordingly, these unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations of the combined company would have been if the Bluegreen Acquisition had occurred at the beginning of the period presented, nor are they indicative of future results of operations.


	Three Months Ended March 31,
($ in millions)	2024		2023
Revenue	$	1,202	$	1,164
Net (loss) income	(10)		52

Bluegreen Results of Operations

The following table presents the results of Bluegreen operations included in our unaudited condensed consolidated statement of operations for the period from the Bluegreen Acquisition Date through the first quarter of 2024:


($ in millions)	January 17, 2024 to March 31, 2024
Revenue	$	189
Net loss	(33)

Grand Islander Acquisition

On December 1, 2023 (“Grand Islander Acquisition Date”), the Company completed the acquisition of BRE Grand Islander Parent LLC (“Grand Islander”), by exchanging 100% of the outstanding equity interests of Grand Islander for approximately $117 million (the “Grand Islander Acquisition”). Prior to the acquisition, we managed the resort property in Hawaii owned by Grand Islander. The acquisition expands our product offerings and provides existing members upgrade opportunities to locations outside of the prior Fee-for-service arrangement. The purchase price of $117 million included cash consideration, as well as $4 million of non-cash consideration attributable to the effective settlement of a pre-existing relationship based on the contract value.

As of March 31, 2024, the preliminary fair values of the assets acquired includes $8 million of cash and cash equivalents, $28 million of restricted cash, $5 million of accounts receivable, $53 million of unsecuritized timeshare financing receivables, net, $199 million of securitized timeshare financing receivables, net, $15 million of inventory, and $2 million of other assets. Of the securitized timeshare financing receivables acquired, $128 million is used as collateral to secure a non-recourse revolving timeshare receivable credit facility (“Grand Islander Timeshare Facility”). The preliminary fair values of the liabilities assumed consist of $193 million of non-recourse debt and $4 million of other liabilities.

The estimated fair values of the assets acquired, and liabilities assumed and the related preliminary acquisition accounting are based on management’s estimates and assumptions, as well as other information compiled by management. We preliminarily estimated the fair value of the timeshare financing receivables and inventory using a discounted cash flow

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model, which calculated a present value of expected future risk-adjusted cash flows over the remaining term of the respective timeshare financing receivable and the sell-out period of the inventory, respectively. For non-recourse debt, we estimated the fair value using recent trades of the debt, using adjustments to recent trades of similar debt or the settlement amounts for debt that was repaid in close proximity to the Grand Islander Acquisition Date.

The timeshare financing receivables acquired were considered PCD assets. The following table presents the acquired assets with credit deterioration as of the Grand Islander Acquisition Date:


($ in millions)	As of December 1, 2023
Purchase price	$	252
Allowance for credit losses	24
Premium attributable to other factors	(2)
Par value	$	274

Goodwill of $4 million is calculated as total consideration transferred less net assets acquired. The measurement period adjustments recorded during the quarter ended March 31, 2024 resulted from changes to our estimates of the fair value of the acquired assets and assumed liabilities based on updated preliminary valuations of acquired timeshare financing receivables and inventory. These resulted in an increase to goodwill for the period of $2 million. We have allocated the acquired goodwill of $4 million to our Real Estate Sales and Financing segment. Our allocations may change throughout the measurement period as we continue to finalize the fair value of assets acquired and liabilities assumed in the Grand Islander Acquisition. The majority of goodwill is expected to be deductible for tax purposes. All amounts recorded, including those based on estimates and assumptions, are subject to change during the measurement period, not to exceed one year from the Grand Islander Acquisition Date.

NOTE 4: REVENUE FROM CONTRACTS WITH CUSTOMERS

Disaggregation of Revenue

The following tables show our disaggregated revenues by product and segment from contracts with customers. We operate our business in the following two reportable segments: (i) Real estate sales and financing and (ii) Resort operations and club management. See Note 17: Business Segments for more information related to our segments.


($ in millions)	Three Months Ended March 31,
Real Estate Sales and Financing Segment	2024		2023
Sales of VOIs, net	$	438	$	318
Sales, marketing, brand and other fees	145		158
Interest income	96		66
Other financing revenue	8		8
Real estate sales and financing segment revenues	$	687	$	550


($ in millions)	Three Months Ended March 31,
Resort Operations and Club Management Segment	2024		2023
Club management	$	63	$	51
Resort management	103		80
Rental(1)	169		147
Ancillary services	12		11
Resort operations and club management segment revenues	$	347	$	289

(1)Excludes intersegment transactions. See Note 17: Business Segments for additional information.

Receivables from Contracts with Customers, Contract Liabilities, and Contract Assets

Our accounts receivable that relate to our contracts with customers includes amounts associated with our contractual right to consideration for completed performance obligations and are settled when the related cash is received. Accounts receivable are recorded when the right to consideration becomes unconditional and is only contingent on the

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passage of time. Our timeshare financing receivables consist of loans related to our financing of VOI sales that are secured by the underlying timeshare properties. See Note 6: Timeshare financing receivables for additional information.

The following table provides information on our contracts with customers which are included in Accounts receivable, net and Timeshare financing receivables, net, respectively, on our condensed consolidated balance sheets:


($ in millions)	March 31, 2024		December 31, 2023
Receivables from contracts with customers:
Accounts receivable, net	$	360	$	343
Timeshare financing receivables, net	3,030		2,113
Total	$	3,390	$	2,456

Contract liabilities include payments received or due in advance of satisfying our performance obligations. Such contract liabilities include advanced deposits received on prepaid vacation packages for future stays at our resorts, deferred revenue related to sales of VOIs of projects under construction, club activation fees and annual dues, the liability for bonus points awarded to our customers for purchase of VOIs at our properties or properties under our fee-for-service arrangements that may be redeemed in the future, deferred maintenance fees and other deferred revenue.

The following table presents the composition of our contract liabilities:


($ in millions)	March 31, 2024		December 31, 2023
Contract liabilities:
Advanced deposits	$	181	$	179
Deferred sales of VOIs of projects under construction	35		39
Club activation fees and annual dues	180		97
Bonus point incentive liability(1)	94		83
Deferred maintenance fees	39		12
Other deferred revenue	86		38

(1)The balance includes $52 million and $54 million of bonus point incentive liabilities included in Accounts payable, accrued expenses and other on our condensed consolidated balance sheets as of March 31, 2024 and December 31, 2023, respectively. This liability is for incentives from VOI sales and sales and marketing expenses in conjunction with our fee-for-service arrangements.

Revenue earned for the three months ended March 31, 2024, that was included in the contract liabilities balance at December 31, 2023, was approximately $82 million.

Contract assets relate to incentive fees that can be earned for meeting certain targets on sales of VOIs at properties under our fee-for-service arrangements; however, our right to consideration is conditional upon completing the requirements of the annual incentive fee period. There were no contract assets as of March 31, 2024, and $13 million of contract assets as of December 31, 2023.

Transaction Price Allocated to Remaining Performance Obligations

Transaction price allocated to remaining performance obligations represents contract revenue that has not yet been recognized. Our contracts with remaining performance obligations primarily include (i) sales of VOIs under construction, (ii) club activation fees paid at closing of a VOI purchase, (iii) customers’ advanced deposits on prepaid vacation packages and (iv) bonus points that may be redeemed in the future.

Deferred VOI sales includes deferred revenue from sales associated with phases or buildings under-construction and not yet completed. The following table presents the deferred revenue, deferred cost of VOI sales and deferred direct selling costs from sales of VOIs related to projects under construction:


($ in millions)	March 31, 2024		December 31, 2023
Sales of VOIs, net	$	35	$	39
Cost of VOI sales	11		10
Sales and marketing expense	5		6

During the three months ended March 31, 2024, we recognized $41 million of sales of VOIs, net, offset by deferrals of $39 million, related to sales of projects under construction, some of which were completed during the year. We

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

The following table includes the remaining transaction price related to Advanced deposits, Club activation fees and Bonus points incentive liability as of March 31, 2024:

($ in millions)

Remaining
Transaction Price

Recognition Period

Recognition Method

Advanced deposits

181

18 months

Upon customer stays

Club activation fees

7 years

Straight-line basis over average inventory holding period

Bonus point incentive liability

18 - 30 months

Upon redemption

NOTE 5: ACCOUNTS RECEIVABLE

Accounts receivable within the scope of ASC 326 are measured at amortized cost. The following table represents our accounts receivable, net of allowance for credit losses:


($ in millions)	March 31, 2024		December 31, 2023
Fee-for-service commissions	$	44	$	57
Real estate and financing	79		87
Resort and club operations	237		199
Tax receivables	150		97
Insurance claims receivable	—		54
Other receivables	5		13
Total	$	515	$	507

Our accounts receivable are generally due within one year of origination. We use delinquency status and economic factors such as credit quality indicators to monitor our receivables within the scope of ASC 326 and use these as a basis for how we develop our expected loss estimates.

The changes in our allowance were as follows during the three months ended March 31, 2024:


($ in millions)	Fee-for-service commissions		Real estate and financing		Resort and club operations		Total
Balance as of December 31, 2023	$	23	$	34	$	3	$	60
Current period provision for expected credit losses	2		3		11		16
Write-offs charged against the allowance	(8)		(7)		—		(15)
Balance as of March 31, 2024	$	17	$	30	$	14	$	61

~~Note 4: Timeshare Financing Receivables~~

~~Timeshare~~

NOTE 6: TIMESHARE FINANCING RECEIVABLES

We define our timeshare financing receivables portfolio segments as (i) originated and (ii) acquired. Our originated portfolio represents timeshare financing receivables that originated after August 2, 2021 related to Diamond (“Legacy-Diamond”), after December 1, 2023 related to Grand Islander (“Legacy-Grand Islander”), after January 17, 2024 related to Bluegreen (“Legacy-Bluegreen”) and timeshare financing receivables that existed both prior to and following the various acquisition dates (“Legacy-HGV”). Our acquired portfolio includes all timeshare financing receivables acquired from Legacy-Diamond, Legacy-Grand Islander and Legacy-Bluegreen that existed as of the respective acquisition dates.

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


	Originated				Acquired
($ in millions)	March 31, 2024		December 31, 2023		March 31, 2024		December 31, 2023
Securitized	$	715	$	770	$	610	$	214
Unsecuritized(1)	1,517		1,326		973		551
Timeshare financing receivables, gross	$	2,232	$	2,096	$	1,583	$	765
Unamortized non-credit acquisition premium(2)	—		—		115		32
Less: allowance for financing receivables losses	(539)		(500)		(361)		(279)
Timeshare financing receivables, net	$	1,693	$	1,596	$	1,337	$	518

(1)Includes amounts used as collateral to secure a non-recourse revolving timeshare receivable credit facility (“Timeshare Facility”) as well as amounts held as future collateral for securitization activities.

(2)Non-credit premium of $97 million was recognized at the Diamond Acquisition Date, of which $22 million and $26 million remains unamortized as of March 31, 2024 and December 31, 2023, respectively. Non-credit premium of $1 million was recognized at the Grand Islander Acquisition Date with $1 remaining unamortized as of March 31, 2024 and December 31, 2023. Non-credit premium of $102 million was recognized at the Bluegreen Acquisition Date, of which $92 million remains unamortized as of March 31, 2024.

As of March 31, 2024 and December 31, 2023, we had timeshare financing receivables of $396 million and $415 million, respectively, securing the Timeshare Facility. In connection with the acquisition of Grand Islander and Bluegreen, we had access to additional timeshare facilities, which were terminated as ~~follows:~~

of March 31, 2024.

September 30, 2017

($ in millions)

Securitized
and Pledged

Unsecuritized

Total

Timeshare financing receivables

$
506

$
687

$
1,193

Less: allowance for loan loss

(29
)

(109
)

(138
)

$
477

$
578

$
1,055

For our originated portfolio, we record an estimate of variable consideration for defaults as a reduction of revenue from financed VOI sales at the time revenue is recognized. We record the difference between the timeshare financing receivable and the variable consideration included in the transaction price for the sale of the related VOI as an allowance for financing receivables and record the receivable net of the allowance. During the three months ended March 31, 2024, and 2023, we recorded an adjustment to our estimate of variable consideration of $64 million and $30 million, respectively. For our acquired portfolio, any changes to the estimates of our allowance are recorded within Financing expense on our unaudited condensed consolidated statements of operations in the period in which the change occurs.

December 31, 2016

($ in millions)

Securitized
and Pledged

Unsecuritized

Total

Timeshare financing receivables

$
253

$
892

$
1,145

Less: allowance for loan loss

(9
)

(111
)

(120
)

$
244

$
781

$
1,025

We recognize interest income on our timeshare financing receivables as earned. As of March 31, 2024 and December 31, 2023, we had interest receivable outstanding of $17 million each period, on our originated timeshare financing receivables. As of March 31, 2024 and December 31, 2023, we had interest receivable outstanding of $11 million and $4 million, respectively, on our acquired timeshare financing receivables. Interest receivable is included in Other Assets within our unaudited condensed consolidated balance sheets. The interest rate charged on the notes correlates to the risk profile of the ~~borrower~~customer at the time of purchase and the percentage of the purchase that is financed, among other factors. As of ~~September 30, 2017,~~March 31, 2024, our originated timeshare financing receivables had interest rates ranging from ~~5.3 percent~~1.5% to ~~20.5 percent,~~25.8%, a ~~weighted average~~weighted-average interest rate of ~~12.1 percent,~~15.1%, a ~~weighted average~~weighted-average remaining term of ~~7.7~~8.3 years and maturities through ~~2028.~~

~~We pledge a portion of our~~2039. Our acquired timeshare financing receivables ~~as collateral~~had interest rates ranging from 2.0% to ~~secure~~25.0%, a ~~non-recourse revolving timeshare receivable credit facility (“Timeshare Facility”) with~~weighted-average interest rate of 14.9%, a ~~borrowing capacity~~weighted-average remaining term of ~~$450 million. As of September 30, 2017~~7.5 years and December 31, 2016, we had $143 million and $509 million, respectively, of gross timeshare financing receivables securing the Timeshare Facility. We recognize interest income on our timeshare financing receivables as earned. We record an estimate of uncollectibility as a reduction of revenue from VOI sales at the time revenue is recognized on a VOI sale.

In March 2017, we completed a securitization of approximately $357 million of gross timeshare financing receivables and issued approximately $291 million of 2.66 percent notes and approximately $59 million of 2.96 percent notes, which have a stated maturity date of December 2028. The securitization transactions did not qualify as sales and, accordingly, no gain or loss was recognized. The transaction is considered a secured borrowing; therefore, the proceeds from the transaction are presented as non-recourse debt (collectively, the “Securitized Debt”). See Note 8: ~~Debt & Non-recourse debt~~ ~~for further discussion.~~

~~Our timeshare financing receivables as of September 30, 2017 mature as follows:~~

($ in millions)

Securitized
and Pledged

Unsecuritized

Total

Year

2017 (remaining)

$
19

$
28

$
47

2018

76

56

132

2019

75

60

135

2020

72

65

137

2021

67

70

137

Thereafter

197

408

605

506

687

1,193

Less: allowance for loan loss

(29
)

(109
)

(138
)

$
477

$
578

$
1,055

We evaluate this portfolio 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. There are no significant concentrations of credit risk with any individual counterparty or groups of counterparties. We use a technique referred to as static pool analysis as the basis for determining our loan loss reserve requirements on our timeshare financing receivables. For static pool analysis, we use certain key dimensions to stratify our portfolio, including FICO scores, equity percentage at the time of sale and certain other factors. The adequacy of the related allowance is determined by managementmaturities through analysis of several factors, such as current 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. The allowance is maintained at a level deemed adequate by management based on a periodic analysis of the mortgage portfolio.

~~Our gross timeshare financing receivables balances by FICO score were as follows:~~

2039.

September 30,

December 31,

($ in millions)

2017

2016

FICO score

700+

$
763

$
725

600-699

224

211

<600

28

28

No score⁽¹⁾

178

181

$
1,193

$
1,145

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

We apply payments we receive for loans, including those in non-accrual status, to amounts due in the following order: servicing fees; interest; principal; and late charges. Once a loan is 91 days past due, we cease accruing interest and reverse the accrued interest recognized up to that point. During the three months ended March 31, 2024, and 2023, we reversed $19 million and $18 million, respectively, of accrued interest income. We resume interest accrual for loans for which we had previously ceased accruing interest once the loan is less than 91 days past due. We fully reserve for a timeshare financing receivable in the month following the date that the loan is 121 days past due and, subsequently, we write off the uncollectible note against the reserve once the foreclosure process is ~~complete~~complete.

Allowance for Financing Receivables Losses

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

Table of Contents.


($ in millions)	Originated		Acquired
Balance as of December 31, 2023	$	500	$	279
Initial allowance for PCD financing receivables acquired during the period(1)	—		131
Provision for financing receivables losses(2)	64		—

Write-offs	(27)		(54)
Inventory recoveries	—		7
Upgrades(4)	2		(2)
Balance as of March 31, 2024	$	539	$	361


($ in millions)	Originated		Acquired
Balance as of December 31, 2022	$	404	$	338
Provision for financing receivables losses(2)	30		—
Write-offs	(17)		(16)
Inventory recoveries	—		4
Upgrades(4)	1		(1)
Balance as of March 31, 2023	$	418	$	325

(1)The initial gross allowance determined for receivables with credit deterioration was $137 million as of the Bluegreen Acquisition Date. We also reduced the gross allowance determined for receivables with credit deterioration for Legacy-Grand Islander by $6 million

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

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

(4)Represents the initial change in allowance resulting from upgrades of Acquired loans. Upgraded Acquired loans and their related allowance are included in the Originated portfolio segment.

Originated Timeshare Financing Receivables

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


	Originated Timeshare Financing Receivables
($ in millions)	Securitized		Unsecuritized		Total
Year
2024 (remaining)	$	63	$	78	$	141
2025	89		110		199
2026	92		119		211
2027	93		130		223
2028	88		146		234
Thereafter	290		934		1,224
Total	$	715	$	1,517	$	2,232

Acquired Timeshare Financing Receivables with Credit Deterioration

Our acquired timeshare financing receivables were deemed to be purchased credit deteriorated financial assets. These notes receivable were initially recognized at their purchase price, represented by the acquisition date fair value, and subsequently “grossed-up” by our acquisition date assessment of the allowance for credit losses. The difference over which par value of the acquired purchased credit deteriorated assets exceeds the purchase price plus the initial allowance for financing receivable losses is reflected as a non-credit premium and is amortized as a reduction to interest income under the effective interest method.

The fair value of our acquired timeshare financing receivables as of each respective acquisition date was determined using a discounted cash flow method, which calculated a present value of expected future risk-adjusted cash flows over the remaining term of the respective timeshare financing receivables. Consequently, the fair value of the acquired timeshare financing receivables recorded on our unaudited condensed consolidated balance sheet as of the respective acquisition date included an estimate of expected financing receivable losses which became the historical cost basis for that portfolio going forward.

Table of Contents.

The allowance for financing receivable losses for our acquired timeshare financing receivables is remeasured at each period end and takes into consideration an estimated measure of anticipated defaults and early repayments. We consider historical timeshare financing receivables performance and the current economic environment in the re-measurement of the allowance for financing receivable losses for our acquired timeshare financing receivables. Subsequent changes to the allowance for acquired financing receivable losses are recorded within Financing expense on our unaudited condensed consolidated statements of operations in the period in which the change occurs.

Our gross acquired timeshare financing receivables as of March 31, 2024 mature as follows:


	Acquired Timeshare Financing Receivables
($ in millions)	Securitized		Unsecuritized		Total
Year
2024 (remaining)	$	54	$	66	$	120
2025	79		93		172
2026	81		100		181
2027	83		106		189
2028	79		112		191
Thereafter	234		496		730
Total	$	610	$	973	$	1,583

Credit Quality of Timeshare Financing Receivables

We evaluate these portfolios collectively for purposes of estimating variable consideration, since we ~~receive~~hold a large group of homogeneous timeshare financing receivables which are individually immaterial. We monitor the ~~deed~~collectability of our receivables on an ongoing basis. There are no significant concentrations of credit risk with any individual counterparty or groups of counterparties. We use a technique referred to as static pool analysis as the basis for estimating expected defaults and determining our allowance for financing receivables losses on our timeshare financing receivables. For the ~~foreclosed unit.~~

static pool analysis, we use several years of default data through which we stratify our portfolio using certain key dimensions to stratify our portfolio, including FICO scores, equity percentage at the time of sale and certain other factors.The adequacy of the related allowance is determined by management through analysis of several factors, such as current and forward-looking economic conditions and industry trends, as well as the specific risk characteristics of the portfolio including assumed default rates, aging and historical write-offs of these receivables.

Originated Timeshare Financing Receivables

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


	Originated
	March 31, 2024
($ in millions)	Legacy-HGV		Legacy-DRI		Legacy-Grand Islander		Legacy-Bluegreen		Total
FICO score
700+	$	896	$	414	$	7	$	67	$	1,384
600-699	316		229		2		15		562
<600	39		31		—		—		70
No score(1)	200		8		7		1		216
Total	$	1,451	$	682	$	16	$	83	$	2,232

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

Table of Contents.


	Originated
	December 31, 2023
($ in millions)	Legacy-HGV		Legacy-DRI		Legacy-Grand Islander		Legacy-Bluegreen		Total
FICO score
700+	$	882	$	403	$	3	$	—	$	1,288
600-699	311		220		—		—		531
<600	39		31		—		—		$	70
No score(1)	196		8		3		—		207
Total	$	1,428	$	662	$	6	$	—	$	2,096

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

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


	Originated Timeshare Financing Receivables
($ in millions)	2024		2023		2022		2021		2020		Prior		Total
FICO score
700+	$	249	$	501	$	333	$	131	$	31	$	139	$	1,384
600-699	75		205		157		59		11		55		562
<600	6		25		21		8		2		8		70
No score(1)	34		74		38		19		11		40		216
Total	$	364	$	805	$	549	$	217	$	55	$	242	$	2,232

Current period gross write-offs	$	—	$	7	$	12	$	2	$	1	$	5	$	27

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

As of ~~September 30, 2017~~March 31, 2024 and December 31, ~~2016,~~2023, we had ceased accruing interest on originated timeshare financing receivables with an aggregate principal balance of ~~$47~~$227 million and ~~$38~~$208 million, respectively. The following tables detail an aged analysis of our gross timeshare receivables balance:


	Originated - Securitized
	March 31, 2024
($ in millions)	Legacy-HGV		Legacy-DRI		Legacy-Grand Islander		Legacy-Bluegreen		Total
Current	$	522	$	148	$	—	$	11	$	681
31 - 90 days past due	12		9		—		—		21
91 - 120 days past due	4		3		—		—		7
121 days and greater past due	4		2		—		—		6
Total	$	542	$	162	$	—	$	11	$	715


	Originated - Unsecuritized
	March 31, 2024
($ in millions)	Legacy-HGV		Legacy-DRI		Legacy-Grand Islander		Legacy-Bluegreen		Total
Current	$	782	$	390	$	16	$	72	$	1,260
31 - 90 days past due	21		22		—		—		43
91 - 120 days past due	5		6		—		—		11
121 days and greater past due	101		102		—		—		203
Total	$	909	$	520	$	16	$	72	$	1,517

Table of Contents.


	Originated - Securitized
	December 31, 2023
($ in millions)	Legacy-HGV		Legacy-DRI		Legacy-Grand Islander		Legacy-Bluegreen		Total
Current	$	577	$	162	$	—	$	—	$	739
31 - 90 days past due	11		8		—		—		19
91 - 120 days past due	4		3		—		—		7
121 days and greater past due	2		3		—		—		5
Total	$	594	$	176	$	—	$	—	$	770


	Originated - Unsecuritized
	December 31, 2023
($ in millions)	Legacy-HGV		Legacy-DRI		Legacy-Grand Islander		Legacy-Bluegreen		Total
Current	$	723	$	366	$	6	$	—	$	1,095
31 - 90 days past due	16		18		—		—		34
91 - 120 days past due	4		7		—		—		11
121 days and greater past due	91		95		—		—		186
Total	$	834	$	486	$	6	$	—	$	1,326

Acquired Timeshare Financing Receivables

Our gross balances by average FICO score of our acquired timeshare financing receivables ~~balance:~~

September 30, 2017

($ in millions)

Securitized
and Pledged

Unsecuritized

Total

Current

$
498

$
635

$
1,133

31 - 90 days past due

5

8

13

91 - 120 days past due

2

2

4

121 days and greater past due

1

42

43

$
506

$
687

$
1,193

December 31, 2016

($ in millions)

Securitized
and Pledged

Unsecuritized

Total

Current

$
248

$
847

$
1,095

31 - 90 days past due

3

9

12

91 - 120 days past due

1

4

5

121 days and greater past due

1

32

33

$
253

$
892

$
1,145

~~The changes in our allowance for loan loss~~ were as follows:

September 30, 2017

($ in millions)

Securitized
and Pledged

Unsecuritized

Total

Balance as of December 31, 2016

$
9

$
111

$
120

Write-offs

—

(27
)

(27
)
Securitization

28

(28
)

—

Provision for loan loss⁽¹⁾

(8
)

53

45

Balance as of September 30, 2017

$
29

$
109

$
138


	Acquired
	March 31, 2024
($ in millions)	Legacy-DRI		Legacy-Grand Islander		Legacy-Bluegreen		Total
FICO score
700+	$	237	$	59	$	576	$	872
600-699	172		18		289		479
<600	37		1		12		50
No score(1)	11		165		6		182
Total	$	457	$	243	$	883	$	1,583

September 30, 2016

($ in millions)

Securitized
and Pledged

Unsecuritized

Total

Balance as of December 31, 2015

$
17

$
89

$
106

Write-offs

—

(27
)

(27
)
Provision for loan loss⁽¹⁾

(6
)

43

37

Balance as of September 30, 2016

$
11

$
105

$
116

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

⁽¹⁾	~~Includes activity related to repurchase of defaulted and upgraded securitized timeshare financing receivables, net of incremental provision for loan loss.~~


	Acquired
	December 31, 2023
($ in millions)	Legacy-DRI		Legacy-Grand Islander		Legacy-Bluegreen		Total
FICO score
700+	$	256	$	66	$	—	$	322
600-699	189		20		—		209
<600	42		—		—		42
No score(1)	12		180		—		192
Total	$	499	$	266	$	—	$	765

~~Note 5: Inventory~~

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

Table of Contents.

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


	Acquired Timeshare Financing Receivables
($ in millions)	2024		2023		2022		2021		2020		Prior		Total
FICO score
700+	$	14	$	331	$	132	$	97	$	73	$	225	$	872
600-699	3		129		73		65		48		161		479
<600	—		5		3		7		8		27		50
No score(1)	—		40		28		16		21		77		182
Total	$	17	$	505	$	236	$	185	$	150	$	490	$	1,583

Current period gross write-offs	$	—	$	11	$	9	$	13	$	10	$	11	$	54

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

As of March 31, 2024 and December 31, 2023, we had ceased accruing interest on acquired timeshare financing receivables with an aggregate principal balance of $302 million and $279 million, respectively. The following tables detail an aged analysis of our gross timeshare receivables balance:


	Acquired - Securitized
	March 31, 2024
($ in millions)	Legacy-DRI		Legacy-Grand Islander		Legacy-Bluegreen		Total
Current	$	118	$	49	$	410	$	577
31 - 90 days past due	5		1		14		20
91 - 120 days past due	1		1		6		8
121 days and greater past due	3		—		2		5
Total	$	127	$	51	$	432	$	610


	Acquired - Unsecuritized
	March 31, 2024
($ in millions)	Legacy-DRI		Legacy-Grand Islander		Legacy-Bluegreen		Total
Current	$	81	$	171	$	404	$	656
31 - 90 days past due	5		6		17		28
91 - 120 days past due	2		1		6		9
121 days and greater past due	242		14		24		280
Total	$	330	$	192	$	451	$	973


	Acquired - Securitized
	December 31, 2023
($ in millions)	Legacy-DRI		Legacy-Grand Islander		Legacy-Bluegreen		Total
Current	$	131	$	71	$	—	$	202
31 - 90 days past due	6		1		—		7
91 - 120 days past due	2		—		—		2
121 days and greater past due	3		—		—		3
Total	$	142	$	72	$	—	$	214

Table of Contents.


	Acquired - Unsecuritized
	December 31, 2023
($ in millions)	Legacy-DRI		Legacy-Grand Islander		Legacy-Bluegreen		Total
Current	$	91	$	183	$	—	$	274
31 - 90 days past due	5		3		—		8
91 - 120 days past due	2		1		—		3
121 days and greater past due	253		13		—		266
Total	$	351	$	200	$	—	$	551

NOTE 7: INVENTORY

Inventory was ~~as follows:~~

comprised of the following:

	September 30,		December 31,
($ in millions)	2017		2016		($ in millions)	March 31, 2024	December 31, 2023
Completed unsold VOIs	$	206	$	233
Construction in process		11		20
Land, infrastructure and other		258		260
	$	475	$	513
Total

~~We benefited from $4 million in costs~~

The table below presents cost of sales true-ups relating to VOI products ~~for~~and the ~~nine months ended September 30, 2017, which resulted in a $4 million increase~~related impacts to the carrying value of inventory asand cost of ~~September 30, 2017. We benefited from $10 million in costs~~VOI sales:


	Three Months Ended March 31,
($ in millions)	2024		2023
Cost of sales true-up(1)	$	15	$	16

(1)For the three months ended March 31, 2024 and 2023, respectively, the cost of sales true-ups relating to VOI products for the year ended December 31, 2016, which resulted in a $10 million increase to the carrying value of inventory as of December 31, 2016. Shown below are expenses incurred, recorded in ~~Cost~~true-up decreased cost of VOI sales~~, related to granting credit to customers for their existing ownership when upgrading into fee-for-service projects.~~

and increased inventory.

Three Months Ended
September 30,

Nine Months Ended
September 30,

($ in millions)

2017

2016

2017

2016

Cost of VOI sales related to fee-for-service upgrades

$
8

$
18

$
28

$
42

~~Note 6: Consolidated Variable Interest Entities~~

NOTE 8: CONSOLIDATED VARIABLE INTEREST ENTITIES

As of ~~September 30, 2017 and December~~March 31, ~~2016,~~2024, we consolidated ~~three and two variable~~18 VIEs, for which 9 we obtained a controlling financial interest as part of the Bluegreen Acquisition. The activities of these entities ~~(“VIEs”), respectively, that issued Securitized Debt, backed by pledged assets consisting~~are limited primarily ~~of a pool of~~to purchasing qualifying non-recourse timeshare financing receivables ~~which~~from us and issuing debt securities and/or borrowing under a debt facility to facilitate such purchases. The timeshare financing receivables held by these entities are not available to our creditors and are not our legal assets, nor is ~~without recourse~~the debt that is securitized through these entities a legal liability to us.

We have determined that we are the primary beneficiaries of these VIEs as we have the power to direct the activities that most

significantly affect their economic performance. We are also the servicer of these timeshare financing receivables and we ~~are required to~~often replace or repurchase timeshare financing receivables that are in default at their outstanding principal amounts. Additionally, we have the ~~obligation to absorb their losses and the~~ right to receive benefits that could be significant to them. Only the assets of our VIEs are available to settle the obligations of the respective entities.

We have aggregated the variable interests in the entities, including those associated with Bluegreen's outstanding timeshare financing receivables securitization transactions, for disclosure purposes as they are similar in nature. See Note 11: Debt and Non-recourse debt for additional information.

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

	September 30,		December 31,
($ in millions)	2017		2016		($ in millions)	March 31, 2024	December 31, 2023
Restricted cash	$	19	$	10
Timeshare financing receivables, net		477		244
Non-recourse debt⁽¹⁾		484		244
Non-recourse debt, net

⁽¹⁾	~~Net of deferred financing costs.~~

~~During the nine months ended September 30, 2017~~

NOTE9: INVESTMENTS IN UNCONSOLIDATED AFFILIATES

As of March 31, 2024 and ~~2016,~~December 31, 2023, we ~~did not provide any financial or other support to any VIEs that we were not previously contractually required to provide, nor do we intend to provide such support in the future.~~

~~Note 7: Investment in Unconsolidated Affiliate~~

On July 18, 2017, we entered into an agreement with BRE Ace Holdings LLC, a Delaware limited liability company (“BRE Ace Holdings”), an affiliate of The Blackstone Group L.P. (“Blackstone”) and formed BRE Ace LLC. Pursuant to the agreement, we contributed $40 million in cash for a 25 percent interesthad ownership interests in BRE Ace LLC and 1776 Holding LLC, which owns a 1,201-key timeshare resort property and related operations, commonly known as “Elara, by Hilton Grand Vacations,” located in Las Vegas, Nevada. Our investment interest in and equity earned fromare VIEs. We do not consolidate BRE Ace LLC and 1776 Holding LLC because we are ~~included in~~not the ~~condensed consolidated balance sheets as~~ ~~Investment in~~primary beneficiary. These two unconsolidated ~~affiliate~~ ~~and in the condensed consolidated statements~~affiliates have aggregated debt balances of ~~operations as~~ ~~Equity in earnings from unconsolidated affiliate, respectively.~~

~~BRE Ace LLC had debt of $207~~$413 million and ~~non-recourse debt of $235~~$427 million as of ~~September 30, 2017.~~

Table of Contents.

March 31, 2024 and December 31, 2023, respectively. The debt ~~and non-recourse debt are~~is secured by ~~its~~their assets and ~~are~~is without recourse to us. Our maximum exposure to loss as a result of our investment ~~interest~~interests in ~~BRE Ace LLC~~the two unconsolidated affiliates is primarily limited to (i) the carrying amount of the ~~investment~~investments, which ~~totals $41~~totaled $76 million and $71 million as of ~~September 30, 2017, as well as~~March 31, 2024 and December 31, 2023, respectively, and (ii) receivables for commission and other fees earned under a fee-for-service ~~arrangement.~~arrangements. See Note ~~13:~~ 16: Related Party Transactions for additional information.

As part of the Bluegreen Acquisition, we acquired variable interest within statutory business trusts (collectively, the “Trusts”) formed previously by wholly owned subsidiaries of the Company. Each subsidiary issued trust preferred securities as part of a larger pooled trust securities offering which was not registered under the Securities Act of 1933 and invested the proceeds thereof in its junior subordinated debentures. The Trusts are VIEs in which the subsidiaries are not the primary beneficiaries. Accordingly, the Company and its subsidiaries do not consolidate the operations of the Trusts; instead, the beneficial interests in the Trusts are accounted for under the equity method of accounting. The maximum exposure to loss as a result of involvement with the Trusts is (i) the carrying amount of the investments, which totaled $2 million as of March 31, 2024. We had $70 million of junior subordinated debentures outstanding as of March 31, 2024, which we subsequently paid down in April 2024 and terminated our interests in the Trusts. See Note 8: 11: Debt &and Non-recourse debt

for additional information.

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

NOTE 10: INTANGIBLE ASSETS

Intangible assets and related accumulated amortization were as follows:


	March 31, 2024
($ in millions)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Trade name	$	48	$	(19)	$	29
Management contracts	1,819		(379)		1,440
Club member relationships	175		(62)		113
Capitalized software	228		(133)		95
Marketing agreements	209		(3)		206
Other contract-related intangible assets	45		(1)		44
Total	$	2,524	$	(597)	$	1,927

	December 31, 2023
($ in millions)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Trade name	$	18	$	(18)	$	—
Management contracts	1,340		(347)		993
Club member relationships	139		(57)		82
Capitalized software	207		(124)		83
Total	$	1,704	$	(546)	$	1,158

As of March 31, 2024, we acquired definite-life intangible assets as part of the Bluegreen Acquisition, which have been valued on a preliminary basis, in the amount of $812 million as of the Bluegreen Acquisition Date. Refer to Note 3: Acquisitions for additional information.

Amortization expense on intangible assets was $51 million and $40 million for the three months ended March 31, 2024 and 2023, respectively. No intangible impairment charges were recognized during the three months ended March 31, 2024 and 2023, respectively.

Table of Contents.

NOTE 11: DEBT AND NON-RECOURSE DEBT

Debt

The following table details our outstanding debt balance and its associated interest rates:

September 30,

December 31,

($ in millions)

2017

2016

Debt⁽¹⁾

Senior secured credit facilities:

Term loan with an average rate of 3.48%, due 2021

$
193

$
200

Senior notes with a rate of 6.125%, due 2024

300

300

493

500

Less: unamortized deferred financing costs and discount⁽²⁾⁽³⁾

(9
)

(10
)

$
484

$
490


($ in millions)	March 31, 2024		December 31, 2023
Debt(1)
Senior secured credit facility
Term loan with a rate of 8.191%, due 2028	$	1,268	$	1,271
Term loan with a rate of 8.076%, due 2031	900		—
Revolver with a rate of 7.327%, due 2026	698		438
Senior notes with a rate of 5.000%, due 2029	850		850
Senior notes with a rate of 4.875%, due 2031	500		500
Senior notes with a rate of 6.625%, due 2032	900		—
Junior subordinated debentures	70		—
Other debt (4)	37		33
Total debt, gross	5,223		3,092
Less: unamortized deferred financing costs and discounts(2)(3)(5)	(79)		(43)
Total debt, net	$	5,144	$	3,049

⁽¹⁾	~~For the nine months ended September 30, 2017 and year ended December 31, 2016, weighted average interest rates were 5.092 percent and 4.851 percent, respectively.~~

(1)As of March 31, 2024 and December 31, 2023, weighted-average interest rates were 6.963% and 6.649%, respectively.

(2)Amount includes unamortized deferred financing costs related to our term loans and senior notes of $42 million and $27 million, respectively, as of March 31, 2024 and $21 million and $17 million, respectively, as of December 31, 2023. This amount also includes unamortized original issuance discounts of $7 million and $5 million as of March 31, 2024 and December 31, 2023, respectively.

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

(4)This amount includes $5 million related to the recourse portion on the NBA Receivables Facility, which is generally limited to the greater of 15% of the outstanding borrowings and $5 million, subject to certain exceptions.

(5)Amount also includes unamortized discount of $3 million related to the Bluegreen securitized debt recognized at the Bluegreen Acquisition Date.

Senior secured credit facility

On January 17, 2024, we entered into Amendment No. 4 (the “Amendment”) to the Credit Agreement and incurred $900 million of new term loan that will mature on January 17, 2031. Proceeds from the new term loans were used to pay the Bluegreen Acquisition consideration, fees and expenses incurred in connection with the Amendment and to refinance the repayment of certain indebtedness of Bluegreen and its subsidiaries.

As of March 31, 2024, we had $9 million of letters of credit outstanding under the revolving credit facility and $1 million outstanding backed by cash collateral. We were in compliance with all applicable maintenance and financial covenants and ratios as of March 31, 2024. As of March 31, 2024, we have $293 million remaining borrowing capacity under the revolver facility.

On April 8, 2024, we amended our Term Loan B under the Senior secured credit facility. Under the amendment, the new interest rate is SOFR plus 2.50%, down from SOFR plus 2.75%. The credit spread adjustment for the Term Loan B has been removed.

We primarily use interest rate swaps as part of our interest rate risk management strategy for our variable-rate debt. These interest rate swaps are associated with the remaining available SOFR based senior secured credit facility. As of March 31, 2024, these interest rate swaps convert the SOFR-based variable rate on our Term Loan due 2028 to average fixed rates of 1.55% per annum with maturities between 2026 and 2028, for the balance on this borrowing up to the notional values of our interest rate swaps. As of March 31, 2024, the aggregate notional values of the interest rate swaps under our Term Loan due 2028 was $550 million. Our interest rate swaps have been designated and qualify as cash flow hedges of interest rate risk and recorded at their estimated fair value as an asset in Other assets in our condensed consolidated balance sheets. As of March 31, 2024 and December 31, 2023, the estimated fair values of our cash flow hedges were $48 million and $42 million, respectively. We characterize payments we make in connection with these derivative instruments as interest expense and a reclassification of accumulated other comprehensive income for presentation purposes. We classify cash inflows and outflows from derivatives that hedge interest rate risk within operating activities in the unaudited condensed consolidated statements of cash flows.

Table of Contents.

The following table reflects the activity, net of tax, in Accumulated other comprehensive income related to our derivative instruments during the three months ended March 31, 2024:

⁽²⁾
	Net unrealized gain on derivative instruments
~~Amount includes deferred financing costs of $2 million and $7 million as of September 30, 2017 and $2 million and $8 million~~Balance as of December 31, ~~2016, relating~~2023	$	32
Other comprehensive income before reclassifications, net	8
Reclassifications to ~~our term loan and senior notes, respectively.~~ net income	(4)
Balance as of March 31, 2024	$	36

⁽³⁾	~~Amount does not include deferred financing costs of $2 million as of September 30, 2017 and December 31, 2016, relating to our revolving facility included in~~ ~~Other Assets~~ ~~in our condensed consolidated balance sheets.~~

Senior secured notes

On January 10, 2024, we completed an offering for $900 million aggregate principal amount of 6.625% senior secured notes due 2032 issued by our wholly-owned subsidiaries, Hilton Grand Vacations Borrower Escrow, LLC and Hilton Grand Vacations Borrower Escrow, Inc. Proceeds from the new secured notes were used to pay the Bluegreen Acquisition consideration, fees and expenses incurred in connection with the Amendment and to refinance the repayment of certain indebtedness of Bluegreen and its subsidiaries.

Senior Notes due 2032

The Senior Secured Notes are guaranteed on a senior secured basis by certain of our subsidiaries. We ~~were~~are in compliance with all applicable financial covenants as of ~~September 30, 2017.~~

March 31, 2024.

Senior Notes due 2029 and 2031

The Senior Unsecured Notes are guaranteed on a senior unsecured basis by certain of our subsidiaries. We are in compliance with all applicable financial covenants as of March 31, 2024.

Junior subordinated debentures

As part of the Bluegreen Acquisition, we assumed the junior subordinated debentures. As of March 31, 2024, we had $70 million of junior subordinated debentures outstanding, which we subsequently paid down in April 2024. The junior subordinated debentures bore interest at the three-month SOFR plus 0.26% and a margin of 3.80% to 4.90% and were scheduled to mature between 2035 and 2036.

Table of Contents.

Non-recourse Debt

The following table details our outstanding non-recourse debt balance and ~~its~~ associated interest rates:

September 30,

December 31,

($ in millions)

2017

2016

Non-recourse debt⁽¹⁾

Timeshare Facility with an average rate of 2.54%, due 2019

$
129

$
450

Securitized Debt with an average rate of 2.43%, due 2028

489

246

618

696

Less: unamortized deferred financing costs⁽²⁾

(6
)

(2
)

$
612

$
694

⁽¹⁾	~~For the nine months ended September 30, 2017 and year ended December 31, 2016, weighted average interest rates were 2.453 percent and 1.946 percent, respectively.~~

⁽²⁾	Amount relates to Securitized Debt only and does not include deferred financing costs of $2 million as of September 30, 2017 and $3 million as of December 31, 2016, relating to our Timeshare Facility included in ~~Other Assets~~ ~~in our condensed consolidated balance sheets.~~


($ in millions)	March 31, 2024		December 31, 2023
Non-recourse debt(1)
Timeshare Facility with an average rate of 6.540%, due 2027(2)	$	290	$	400
Grand Islander Timeshare Facility with an average rate of 6.716%, due 2029	—		124
HGV Securitized Debt with a weighted average rate of 3.602%, due 2032	59		66
HGV Securitized Debt with a weighted average rate of 2.431%, due 2033	63		70
HGV Securitized Debt with a weighted average rate of 4.304%, due 2034	107		118
HGV Securitized Debt with a weighted average rate of 4.826%, due 2037	170		188
HGV Securitized Debt with a weighted average rate of 5.937%, due 2038	239		264
HGV Securitized Debt with a weighted average rate of 3.658%, due 2039	86		95
Grand Islander Securitized Debt with a weighted average rate of 2.965%, due 2029	—		15
Grand Islander Securitized Debt with a weighted average rate of 3.316%, due 2033	50		55
Diamond Resorts Owner Trust 2021 with a weighted average rate of 2.160%, due 2033	80		87
Bluegreen Securitized Debt with a weighted average rate of 3.354%, due 2031	7		—
Bluegreen Securitized Debt with a weighted average rate of 3.117%, due 2032	16		—
Bluegreen Securitized Debt with a weighted average rate of 4.019%, due 2034	24		—
Bluegreen Securitized Debt with a weighted average rate of 2.597%, due 2036	52		—
Bluegreen Securitized Debt with a weighted average rate of 4.599%, due 2037	106		—
Bluegreen Securitized Debt with a weighted average rate of 6.321%, due 2038	179		—
Quorum Purchase Facility with an average rate of 5.022%, due 2034	8		—
NBA Receivables Facility with an average rate of 7.240%, due 2031(5)	24		—
Total non-recourse debt, gross	1,560		1,482
Less: unamortized deferred financing costs and discount(3)(4)	(26)		(16)
Total non-recourse debt, net	$	1,534	$	1,466

(1)As of March 31, 2024 and December 31, 2023, weighted-average interest rates were 4.969% and 5.095%, respectively.

(2)The revolving commitment period of the Timeshare Facility terminates in March 2026; however, the repayment maturity date extends 12 months beyond the commitment termination date to March 2027.

(3)Amount relates to securitized debt only and does not include unamortized deferred financing costs of $4 million and $2 million as of March 31, 2024 and December 31, 2023, respectively, relating to our Timeshare Facility included in Other Assets in our condensed consolidated balance sheets.

(4)Amount also includes unamortized discount of $3 million related to the Grand Islander securitized debt recognized at the Grand Islander Acquisition Date and unamortized discount of $13 million related to the Bluegreen securitized and non-recourse debt recognized at the Bluegreen Acquisition Date.

(5)Recourse on the NBA Receivables Facility is generally limited to the greater of 15% of the outstanding borrowings and $5.0 million, subject to certain exceptions.

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

As of March 31, 2024, our Timeshare Facility has a remaining borrowing capacity of $460 million. In March ~~2017,~~2024, we ~~completed a securitization of approximately $357 million of gross timeshare financing receivables~~renewed our Timeshare Facility agreement under new terms, which include extending the commitment and ~~issued approximately $291 million of 2.66 percent notes~~maturity period to March 2026 and $59 million of 2.96 percent notes due December 2028. The Securitized Debt is backed by pledged assets, consisting primarily of a pool of timeshare financing receivables secured by first mortgages or deeds of trust on timeshare interests. The Securitized Debt is a non-recourse obligationMarch 2027, respectively, and ~~is payable solely from the pool of timeshare financing receivables pledged~~permitting to pledge as collateral certain timeshare loans associated to Grand Islander. On January 31, 2024, we terminated the ~~debt.~~

Grand Islander Timeshare Facility. In connection with the Bluegreen Acquisition, we acquired an additional timeshare facility which was subsequently terminated in February 2024.

We are required to deposit payments received from customers on the timeshare financing receivables securing the Timeshare Facility and Securitized Debt into depository accounts maintained by third parties. On a monthly basis, the depository accounts are utilized to make required principal, interest and other payments due under the respective loan agreements. The balances in the depository accounts were ~~$22~~$62 million and $48 million as of ~~September 30, 2017~~March 31, 2024 and December 31, ~~2016,~~2023, respectively, and were included in Restricted cash in our condensed consolidated balance sheets.

Table of Contents.

Debt Maturities

The contractual maturities of our debt and non-recourse debt as of ~~September 30, 2017~~March 31, 2024 were as follows:

($ in millions)

Debt

Non-recourse
Debt

Total

Year

2017 (remaining)

$
3

$
30

$
33

2018

10

134

144

2019

10

228

238

2020

10

120

130

2021

160

32

192

Thereafter

300

74

374

$
493

$
618

$
1,111


($ in millions)	Debt		Non-recourse Debt		Total
Year
2024 (remaining nine months)	$	90	$	255	$	345
2025	26		269		295
2026	722		222		944
2027	22		457		479
2028	1,238		123		1,361
Thereafter	3,125		235		3,360
Total	$	5,223	$	1,561	$	6,784

~~Note 9: Fair Value Measurements~~

NOTE 12: FAIR VALUE MEASUREMENTS

The carrying amounts and estimated fair values of our financial assets and liabilities were as follows:

September 30, 2017

Hierarchy Level

($ in millions)

Carrying
Amount

Level 1

Level 3

Assets:

Timeshare financing receivables⁽¹⁾

$
1,055

$
—

$
1,394

Liabilities:

Debt⁽²⁾

484

329

197

Non-recourse debt⁽²⁾

612

—

617

December 31, 2016

Hierarchy Level

($ in millions)

Carrying
Amount

Level 1

Level 3

Assets:

Timeshare financing receivables⁽¹⁾

$
1,025

$
—

$
1,147

Liabilities:

Debt⁽²⁾

490

314

200

Non-recourse debt⁽²⁾

694

—

696

⁽¹⁾	~~Carrying amount net of allowance for loan loss.~~

⁽²⁾	~~Carrying amount net of unamortized deferred financing costs and discount.~~


	March 31, 2024
			Fair Value
($ in millions)	Carrying Amount		Level 1		Level 3
Assets:
Timeshare financing receivables, net(1)	$	3,030	$	—	$	3,181
Liabilities:
Debt, net(2)	5,144		3,384		1,704
Non-recourse debt, net(2)	1,534		1,209		326


	December 31, 2023
			Fair Value
($ in millions)	Carrying Amount		Level 1		Level 3
Assets:
Timeshare financing receivables, net(1)	$	2,113	$	—	$	2,289
Liabilities:
Debt, net(2)	3,049		2,496		483
Non-recourse debt, net(2)	1,466		867		592

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

(2)Carrying amount net of unamortized deferred financing costs and discounts.

Our estimates of the fair values were determined using available market information and appropriate valuation methods. Considerable judgment is necessary to interpret market data and develop the estimated fair values. The table above excludes interest rate swaps discussed below and cash and cash equivalents, restricted cash, accounts receivable ~~accounts payable, advance~~and advanced deposits, ~~and accrued liabilities,~~ all of which had fair values approximating their carrying amounts due to the short maturities and liquidity of these instruments.

The estimated fair values of our originated and acquired timeshare financing receivables were determined using a discounted cash flow model. Our model incorporates default rates, coupon rates, credit quality and loan terms respective to the portfolio based on current market assumptions for similar types of arrangements.

The estimated fair values of our Level 2 derivative financial instruments were determined utilizing projected future cash flows discounted based on an expectation of future interest rates derived from observable market interest rate curves and market volatility. Refer to Note 11: Debt and Non-recourse Debt above.

Table of Contents.

The estimated fair values of our Level 1 debt ~~was~~and non-recourse debt were based on prices in active debt markets. The estimated fair ~~value~~values of our Level 3 debt and non-recourse debt were ~~as follows:~~

based on the following:

•Debt -– based on indicative quotes obtained for similar issuances and projected future cash flows discounted at risk-adjusted ~~rates.~~

rates

•Non-recourse debt -– based on projected future cash flows discounted at risk-adjusted rates.

~~Note 10: Income Taxes~~

~~At the end of each quarter, we estimate the effective tax rate expected to be applied for the full year.~~

NOTE 13: INCOME TAXES

The effective ~~income tax rate is determined by the level and composition of pre-tax income or loss, which is subject to federal, foreign, state and local income taxes. The effective income~~ tax rate for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2024 and ~~2016~~2023 was approximately ~~38 percent~~73% and ~~43 percent, respectively, which decreased~~19%, respectively. The effective tax rate increase year over year is primarily due to ~~a decrease in cumulative installment sale interest liability.~~

the impact of discrete items, primarily unrecognized tax benefits, relative to (loss) income before taxes. The ~~Company was a party to several intercompany asset transfers with Hilton prior~~difference between our effective tax rate as compared to the ~~spin-off. As required under~~ U.S. tax regulations, the gain resulting from the intercompany transfer of these assets should be deferred and no deferred tax asset or liability should be recognized until a recognition event occurs. On January 3, 2017, Hilton executed a tax-free spin-off of the Company, which met the requirement of a recognition event. On the spin-off date, for the assets transferred, we recognized a stepped up tax basis, re-measured the asset by applying applicablestatutory federal tax rate ~~changes~~of 21% is primarily due to the impact of state and ~~evaluated the realizability of the asset. This resulted in a reduction to our net deferred~~foreign income taxes and discrete items, primarily unrecognized tax ~~liability and an increase in our~~ ~~Additional paid-in capital~~ ~~of $9 million on our condensed consolidated balance sheet as of September 30, 2017.~~

benefits.

~~Note 11: Share-Based Compensation~~

NOTE 14: SHARE-BASED COMPENSATION

Stock Plan

~~We issue time-vesting~~

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”) ~~and~~, nonqualified stock options (“~~options”~~Options”), time and performance-vesting restricted stock units (“Performance RSUs” or “PSUs”), and stock appreciation rights (“SARs”) to certain ~~employees. All performance~~employees and directors. Pursuant to the 2023 Plan, 5,240,000 shares of our common stock are reserved for issuance. The 2017 Plans remain in place until all of the awards previously granted thereunder have been paid, forfeited or expired. Shares underlying awards that ~~were~~are canceled or forfeited under the 2017 Plans without the issuance of any shares are added to the 2023 Plan share pool. However, the shares which remained available for issuance under the 2017 Plans are no longer available for issuance, and all future awards will be granted pursuant to the 2023 Plan.

On March 4, 2024, we filed a Registration Statement on Form S-8 to register 118,078 shares of common stock, par value $0.01 per share, of HGV’s Common Stock that may be issued under the 2023 Plan in accordance with, and subject to the terms and conditions of, an exception under Rule 303A.08 of the NYSE Listed Company Manual (“Rule 303A.08”). The shares of Common Stock registered represented the number of shares of Bluegreen common stock ~~plan~~that were available for issuance under the Bluegreen’s 2021 Incentive Plan immediately prior to the Bluegreen Acquisition, as appropriately adjusted to reflect the Bluegreen Acquisition and assumed by us, in accordance with Rule 303A.08.

On March 5, 2024, our Board of ~~Hilton,~~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 ~~converted~~granted under, and pursuant to ~~RSUs as~~the terms and conditions of, ~~December~~the 2023 Plan, and the award agreements approved by the Compensation Committee. The Performance Cash Awards are $8.1 million and are payable based on the level of achievement of pre-established performance goals relating to run rate cost savings following an 18-month performance period commencing on the Bluegreen Acquisition Date, and ending on June 30, 2025, except that fifty percent (50%) of the Performance Cash Award is eligible to vest and be payable on September 30, 2024, if certain run rate cost savings goals are achieved by such date.

As of March 31, ~~2016.~~2024, there were 4,163,724 shares of common stock available for future issuance under the 2023 plan. We recognized share-based compensation expense of $5$9 million and $2$10 million ~~during~~for the three months ended ~~September 30, 2017~~March 31, 2024 and ~~2016, respectively and $13 million and $7 million during the nine months ended September 30, 2017 and 2016,~~2023, respectively.

As of ~~September 30, 2017,~~March 31, 2024, unrecognized compensation costs for unvested awards ~~were~~was approximately ~~$13~~$83 million, which is expected to be recognized over a weighted average period of ~~2.0~~1.7 years. ~~As of September 30, 2017, there were 7,961,151 shares of common stock available for future issuance.~~

Service RSUs

During the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2024, we issued ~~530,674~~603,049 Service RSUs ~~with a weighted average grant date fair value of $29.15, which generally vest 25 percent in the first year, 25 percent in the second year and 50 percent in the third year from the date of grant.~~

~~Options~~

~~During the nine months ended September 30, 2017~~, ~~we issued 669,658 options~~ with a grant date fair value of ~~$8.66 and~~$44.32, which generally vest in equal annual installments over three years from the date of grant.

Options

During the three months ended March 31, 2024, we granted 366,886 Options with an exercise price of ~~$28.30,~~$44.32, which generally vest ~~25 percent in the first year, 25 percent in the second year and 50 percent in the third year~~over three years from the date of the grant.

The weighted-average grant date fair value of ~~each of~~ these ~~option grants~~Options was $22.56, which was determined using the Black-Scholes-Merton option-pricing model with the ~~following assumptions:~~

assumptions included in the table below. Expected volatility is calculated

Table of Contents.

using the historical volatility of our share price. Risk-free rate is based on the Treasury Constant Maturity Rate closest to the expected life as of the grant date. Expected term is estimated using the vesting period and contractual term of the Options.


Expected volatility⁽¹⁾	47.7	~~26.3~~	%
Dividend yield⁽²⁾ (1)	—	—	%
Risk-free rate⁽³⁾	4.1	~~2.3~~	%
Expected term (in years)⁽⁴⁾			6.0

⁽¹⁾

Due to limited trading history for Hilton Grand Vacations’ common stock, we did not have sufficient information available on which to base a reasonable and supportable estimate of the expected volatility of our share price. As a result, we used a weighted-average of the implied volatility and the average historical volatility of our peer group over a time period consistent with its expected term assumption. Our peer group was determined based upon companies in our industry with similar business models and is consistent with those used to benchmark its executive compensation.

⁽²⁾	~~At the date of grant we had no plans to pay dividends during the expected term of these options.~~

(1)At the date of grant we had no plans to pay dividends during the expected term of these options.

⁽³⁾	~~Based on the yields of U.S. Department of Treasury instruments with similar expected lives.~~

⁽⁴⁾	~~Estimated using the average of the vesting periods and the contractual term of the options.~~

As of ~~September 30, 2017,~~March 31, 2024, we had ~~169,926 options~~1,916,365 Options outstanding that were exercisable.

Performance RSUs

During the three months ended March 31, 2024, we issued 142,629 Performance RSUs with a grant date fair value of $44.32. The Performance RSUs are settled at the end of a 3-year performance period, with 50% of the Performance RSUs subject to achievement based on the Company’s adjusted earnings before interest expense, taxes and depreciation and amortization, further adjusted for net deferral and recognition of revenues and related direct expenses related to sales of VOIs of projects under construction. The remaining 50% of the Performance RSUs are subject to the achievement of certain contract sales targets.

As part of the Transaction Incentive Awards, we issued 275,477 Performance RSUs with a grant date fair value of $44.32. These Performance RSUs are settled at the end of a 2-year performance period commencing as of the Bluegreen Acquisition Date, with 50% of the Performance RSUs subject to achievement based on the Company’s adjusted earnings before interest expense, taxes and depreciation and amortization, further adjusted for net deferral and recognition of revenues and related direct expenses related to sales of VOIs of projects under construction. The remaining 50% of the Performance RSUs are subject to the achievement of certain run rate cost savings. These Performance RSUs are subject to the executive’s continued employment with the Company.

We determined that the performance conditions for our Performance RSUs are probable of achievement and, for the three months ended March 31, 2024, and 2023, we recognized compensation expense based on the number of Performance RSUs we expect to vest.

Employee Stock Purchase Plan

In March 2017, the Board of Directors adopted the Hilton Grand Vacations Inc. Employee Stock Purchase Plan (the “ESPP”), which became effective during 2017. In connection with the ESPP, we issued 2.5 million shares of common stock which may be purchased under the ESPP. The Board of Directors amended the ESPP plan in 2022 to allow eligible employees to purchase shares of our common stock at a price per share not less than 85% of the fair market value per share of common stock on the first day of the Purchase Period or the last day of the Purchase Period, whichever is lower, up to a maximum threshold established by the plan administrator for the offering period. The amendment became effective in 2023. During the three months ended March 31, 2024 and 2023, we recognized less than $1 million of compensation expense related to this plan, respectively.

Table of Contents~~Note 12: Earnings Per Share~~

NOTE 15: (LOSS)/EARNINGS PER SHARE

The following ~~table presents~~tables present the calculation of our basic and diluted earnings per share (“EPS”)~~. The~~ and the corresponding weighted average shares outstanding ~~for the three and nine months ended September 30, 2016 reflect 98,802,597~~referenced in these calculations:


	Three Months Ended March 31,
($ and shares outstanding in millions, except per share amounts)	2024		2023
Basic EPS:
Numerator:
Net (loss) income attributable to stockholders	$	(4)	$	73
Denominator:
Weighted average shares outstanding	105.1		112.7
Basic EPS(1)	$	(0.04)	$	0.65
Diluted EPS:
Numerator:
Net (loss) income attributable to stockholders	$	(4)	$	73
Denominator:
Weighted average shares outstanding	105.1		114.4
Diluted EPS(1)	$	(0.04)	$	0.64

Basic weighted average shares outstanding	105.1		112.7
RSUs(2), PSUs(3), Options(4) and ESPP	—		1.7
Diluted weighted average shares outstanding	105.1		114.4

(1)Earnings per share amounts are calculated using whole numbers.

(2) Excludes approximately 136,000 shares ~~distributed on January 3, 2017, our spin-off date,~~of RSUs that would have been anti-dilutive to ~~our stockholders. See Note 1:~~ ~~Organization and Basis of Presentation~~ ~~for further discussion. The weighted average shares outstanding used to compute basic EPS and diluted~~ EPS for the three months ended ~~September 30, 2017 is 98,981,557 and 99,730,483, respectively and~~March 31, 2023 under the treasury stock method. These RSUs could potentially dilute EPS in the future.

(3) Excludes approximately 33,000 shares of PSUs that would have been anti-dilutive to EPS for the ~~nine~~three months ended ~~September 30, 2017 is 98,916,894 and 99,530,534, respectively.~~

March 31, 2023 under the treasury stock method. These PSUs could potentially dilute EPS in the future.

Three Months Ended
September 30,

Nine Months Ended
September 30,

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

2017

2016

2017

2016

Basic EPS:

Numerator:

Net Income⁽¹⁾

$
43

$
35

$
144

$
130

Denominator:

Weighted average shares outstanding

99

99

99

99

Basic EPS

$
0.43

$
0.35

$
1.45

$
1.31

Diluted EPS:

Numerator:

Net Income⁽¹⁾

$
43

$
35

$
144

$
130

Denominator:

Weighted average shares outstanding

100

99

100

99

Diluted EPS

$
0.43

$
0.35

$
1.44

$
1.31

(4) Excludes approximately 530,000 shares of Options that would have been anti-dilutive to EPS for the three months ended March 31, 2023 under the treasury stock method. These Options could potentially dilute EPS in the future.

⁽¹⁾	Net income for the three months ended September 30, 2017 and 2016 was $42,700,978 and $34,597,597, respectively, and for the nine months ended September 30, 2017 and 2016 was $143,742,500 and $129,727,071, respectively.

The dilutive effect of outstanding share-based compensation awards is reflected in diluted earnings per common share by application of the treasury stock method using average market prices during the period.

~~For the nine months ended September 30, 2017, we excluded 224,783 share-based compensation awards because their effect would have been anti-dilutive under the treasury stock method. For~~ Potentially dilutive shares of 1,553,010 for the three months ended ~~September~~March 31, 2024, were excluded from the calculation of diluted weighted average shares outstanding and diluted earnings per share as a result of our net loss position.

Share Repurchases


(in millions)	Shares	Cost
As of December 31, 2023	4	$	141
Repurchases	2	99
As of March 31, 2024	6	$	240

From April 1, 2023 through April 30, ~~2017,~~2024, we ~~did not exclude any share-based compensation awards.~~

repurchased approximately 1.1 million shares for $47 million. As of April 30, 2024, we had $213 million of remaining availability under the 2023 Repurchase Plan.

~~Note 13: Related Party Transactions~~

~~Relationship Between HGV and Hilton after the Spin-Off~~

On January 3, 2017, when the spin-off was completed, Hilton and Park Hotels & Resorts Inc. ceased to be related parties of HGV. In connection with the spin-off, we entered into certain agreements with Hilton (who at the time was a related party) and other third parties. See ~~Key Agreements Related to the Spin-Off~~ ~~section in~~ ~~Part I - Item 1. Business~~ ~~of our Annual Report on Form 10-K for the year ended December 31, 2016 for further information.~~

~~HNA Tourism Group Co., Ltd.~~

On March 15, 2017, Blackstone completed the previously announced sale of 24,750,000 shares of our common stock to HNA Tourism Group Co., Ltd. (“HNA”), representing approximately 25 percent of the outstanding shares of our common stock.

In connection with the consummation of the sale, we adopted our amended and restated by-laws, effective March 15, 2017, to remove references to Blackstone’s ownership of at least 40 percent of the total voting power of our common stock and revised certain provisions referencing the Blackstone Stockholders Agreement, as appropriate, to include references to the HNA Stockholder Agreement.

~~The Blackstone Group~~

As of March 31, 2017, Blackstone held 15,008,689 shares, or approximately 15 percent of our outstanding common stock. On May 25, 2017, Blackstone filed a Registration Statement on Form S-1 and registered all of our common stock held by them. On June 14, 2017, Blackstone entered into an underwriting agreement with J.P. Morgan Securities LLC pursuant to which J.P. Morgan

NOTE 16: RELATED PARTY TRANSACTIONS

Securities LLC agreed to purchase from Blackstone 9,650,000 shares of our common stock at a price of $35.40 per share. The sale was completed on June 20, 2017. Subsequently, on September 25, 2017, Blackstone completed the sale of substantially all of the remaining shares of our common stock held by them to several institutional investors and ceased to be a related party of HGV. We did not receive any proceeds from either of these sales. As of September 30, 2017, Blackstone holds only a nominal number of shares of our common stock.

The following table summarizes amounts included in our condensed consolidated statements of operations related to a fee-for-service arrangement with Blackstone affiliates to sell VOIs on their behalf through September 30, 2017:

Three Months Ended
September 30,

Nine Months Ended
September 30,

($ in millions)

2017

2016

2017

2016

Commission and other fees

$
42

$
54

$
135

$
142

~~Also related to the fee-for-service agreement, as of September 30, 2017 and December 31, 2016, we have outstanding receivables of $8 million and $20 million, respectively.~~

BRE Ace LLC

~~On July 18, 2017, we entered into~~ and 1776 Holding, LLC

We hold an ~~agreement with BRE Ace Holdings, an affiliate of Blackstone, to form BRE Ace LLC. In conjunction with this agreement we acquired a 25 percent~~ ownership interest in BRE Ace ~~LLC. During the nine months ended September 30, 2017, we recorded $1 million~~LLC, a VIE, which owns a timeshare resort property and related operations, commonly known as “Elara, by Hilton Grand Vacations.”

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We hold an ownership interest in ~~equity~~1776 Holding, LLC, a VIE, which owns a timeshare resort property and related operations, known as “Liberty Place Charleston, by Hilton Club.”

We record Equity in earnings from our unconsolidated affiliates~~, included~~ in our unaudited condensed consolidated statements of operations. See Note 7: ~~Investment~~9: Investments in Unconsolidated ~~Affiliate~~Affiliates for additional information. ~~In addition,~~Additionally, we earn commissions and other fees related to a fee-for-service ~~agreement~~agreements with the investees to sell VOIs at Elara, by Hilton Grand ~~Vacations.~~Vacations and Liberty Place Charleston, by Hilton Club. These amounts are summarized in the following table and are included in Sales, marketing, brand, and other fees on our unaudited condensed consolidated statements of operations as of the date they became a related ~~party.~~

parties.

	Three Months Ended September 30,				Nine Months Ended September 30,
		Three Months Ended March 31,
		Three Months Ended March 31,
		Three Months Ended March 31,
($ in millions)	2017		2016		2017		2016
Commission and other fees	$	43	$	—	$	43	$	—
($ in millions)
($ in millions)
Equity in earnings from unconsolidated affiliates
Equity in earnings from unconsolidated affiliates
Equity in earnings from unconsolidated affiliates
Commissions and other fees
Commissions and other fees
Commissions and other fees

~~Also~~

We also had $4 million and $19 million of outstanding receivables related to the fee-for-service ~~agreement,~~agreements included in Accounts receivable, net on our condensed consolidated balance sheets as of ~~September 30, 2017 we have outstanding receivables of $29 million.~~

March 31, 2024 and December 31, 2023, respectively.

~~Note 14: Business Segments~~

NOTE 17: BUSINESS SEGMENTS

We operate our business through the following two reportable segments:

•Real estate sales and financing – We market and sell VOIs that we own. We also source VOIs through fee-for-service agreements with third-party developers. Related to the sales of the VOIs that we own, we provide consumer financing, which includes interest income generated from the origination of consumer loans to customers to finance their purchase of VOIs and revenue from servicing the loans. We also generate fee revenue from servicing the loans provided by third-party developers to purchasers of their VOIs.

•Resort operations and club management – We manage the ~~Club,~~Clubs and earn activation fees, annual dues and transaction fees from member exchanges for other vacation products. We also earn fees for managing the timeshare properties. We generate rental revenue from unit rentals of unsold inventory and inventory made available due to ownership exchanges under our Club ~~program.~~programs. We also earn revenue from food and beverage, retail and spa outlets at our timeshare properties.

The performance of our operating segments, which are also our reportable segments, is evaluated primarily based on adjusted earnings before interest expense (excluding non-recourse debt), taxes, depreciation and amortization (“EBITDA”). We define Adjusted EBITDA as EBITDA, ~~which has been~~ further adjusted to exclude certain items, including, but not limited to, gains, losses and expenses in connection with: (i) other gains, including asset ~~dispositions; (ii)~~dispositions and foreign currency transactions; ~~(iii)~~(ii) debt restructurings/retirements; ~~(iv)~~(iii) non-cash impairment losses; ~~(v) reorganization costs, including severance and relocation costs; (vi)~~(iv) share-based and other compensation expenses; ~~(vii)~~and (v) other items, including but not limited to costs ~~related~~associated with acquisitions, restructuring, amortization of premiums and discounts resulting from purchase accounting, and other non-cash and one-time charges. We define Adjusted EBITDA Attributable to Stockholders as Adjusted EBITDA excluding amounts attributable to the ~~spin-off; and (viii) other items. During~~noncontrolling interest in Big Cedar, the ~~first quarter of 2017, we revised our definition of EBITDA to exclude the adjustment of interest expense relating to our non-recourse debt as~~joint venture in which HGV owns a reconciling item to arrive at net income (loss) in order to conform to the presentation of the timeshare industry following the consummation of the spin-off from Hilton. This adjustment was retrospectively applied to prior period(s) to conform with the current presentation.

51% interest.

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

Table of Contents.

The following table below presents revenues for our reportable segment results which include the acquired Grand Islander and Bluegreen operations, within both segments and as of their respective acquisition dates, reconciled to consolidated amounts:

Three Months Ended
September 30,

Nine Months Ended
September 30,

($ in millions)

2017

2016

2017

2016

Revenues:

Real estate sales and financing⁽¹⁾

$
310

$
301

$
916

$
843

Resort operations and club management⁽²⁾

90

81

270

251

Total segment revenues

400

382

1,186

1,094

Cost reimbursements

34

33

102

94

Intersegment eliminations^(1)(2)(3)

(8
)

(8
)

(24
)

(20
)
Total revenues

$
426

$
407

$
1,264

$
1,168

⁽¹⁾

Includes charges of $1 million and $2 million to the resort operations and club management segment for billing and collection services provided by the real estate sales and financing segment for the three and nine months ended September 30, 2016. There were no charges for the three and nine months ended September 30, 2017.

⁽²⁾

Includes charges to the real estate sales and financing segment from the resort operations and club management segment for discounted stays at properties resulting from marketing packages. These charges totaled $7 million for each of the three months ended September 30, 2017 and 2016, and $23 million and $18 million for the nine months ended September 30, 2017 and 2016, respectively.


	Three Months Ended March 31,
($ in millions)	2024		2023
Revenues:
Real estate sales and financing	$	687	$	550
Resort operations and club management(1)	360		302
Total segment revenues	1,047		852
Cost reimbursements	122		95
Intersegment eliminations(1)	(13)		(13)
Total revenues	$	1,156	$	934

⁽³⁾

Includes charges to the real estate sales and financing segment from the resort operations and club management segment for the rental of model units to show prospective buyers. These charges totaled $1 million for each of the three and nine months ended September 30, 2017. There were charges of less than $1 million for each of the three and nine months ended September 30, 2016

(1)Includes charges to the Real estate sales and financing segment from the Resort operations and club management segment for fulfillment of discounted marketing package stays at resorts.

The following table presents Adjusted EBITDA for our reportable segments reconciled to net income:

Three Months Ended
September 30,

Nine Months Ended
September 30,

($ in millions)

2017

2016

2017

2016

Adjusted EBITDA:

Real estate sales and financing⁽¹⁾

$
81

$
85

$
263

$
250

Resort operations and club management⁽¹⁾

50

42

153

139

Segment Adjusted EBITDA

131

127

416

389

General and administrative

(23
)

(24
)

(75
)

(61
)
Depreciation and amortization

(7
)

(6
)

(21
)

(17
)
License fee expense

(22
)

(22
)

(65
)

(61
)
Other loss, net

—

—

—

(1
)
Gain on foreign currency transactions

1

1

1

2

Allocated Parent interest expense⁽²⁾

—

(7
)

—

(20
)
Interest expense

(7
)

—

(21
)

—

Income tax expense

(28
)

(33
)

(87
)

(98
)
Equity in earnings from unconsolidated affiliate⁽³⁾

1

—

1

—

Other adjustment items

(3
)

(1
)

(5
)

(3
)
Net income

$
43

$
35

$
144

$
130

⁽¹⁾	~~Includes intersegment eliminations. Refer to our table presenting revenues by reportable segment above for additional discussion.~~

⁽²⁾	~~This amount represents interest expense on an unconditional obligation to guarantee certain Hilton allocated debt balances which were released in November 2016.~~


	Three Months Ended March 31,
($ in millions)	2024		2023
Adjusted EBITDA:
Real estate sales and financing(1)	$	206	$	169
Resort operations and club management(1)	134		109
Segment Adjusted EBITDA	340		278
Acquisition and integration-related expense	(109)		(17)
General and administrative	(45)		(42)
Depreciation and amortization	(62)		(51)
License fee expense	(35)		(30)
Other (loss) gain, net	(5)		1
Interest expense	(79)		(44)
Income tax benefit (expense)	11		(17)
Equity in earnings from unconsolidated affiliates	5		3
Impairment expense	(2)		—
Other adjustment items(2)	(21)		(8)
Net (loss) income	(2)		73
Income attributable to noncontrolling interest	2		—
Net (loss) income attributable to stockholders	$	(4)	$	73

⁽³⁾	~~This amount represents our 25 percent interest in BRE Ace LLC. See Note 7:~~ ~~Investment in Unconsolidated Affiliate~~ ~~for additional information.~~

(1)Includes intersegment transactions. Refer to our table presenting revenues by reportable segment above for additional discussion.

(2)For the three months ended March 31, 2024 and 2023, these amounts include costs associated with stock-based compensation, restructuring, one-time charges and othernon-cash items included within our reportable segments.

~~Note 15:~~

NOTE 18: COMMITMENTS AND CONTINGENCIES

Commitments ~~and Contingencies~~

We have ~~entered into~~fulfilled certain arrangements with developers ~~whereby~~where we ~~have~~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 ~~September 30, 2017,~~March 31, 2024, there are no future inventory commitments and we ~~were~~have not entered into new arrangements with developers. We are also committed to ~~purchase approximately $208 million~~an agreement to exchange parcels of ~~inventory~~land in Hawaii, subject to the successful completion of zoning, land use requirements and ~~land over a period of five years.~~other applicable regulatory requirements. The ~~ultimate~~actual amount and timing of the acquisitions is are

Table of Contents.

subject to change pursuant to the terms of the respective arrangements, which could also allow for cancellation in certain circumstances.

During the ~~nine~~three months ended ~~September 30, 2017 and 2016,~~March 31, 2024, we ~~purchased $9~~fulfilled $27 million ~~and $11 million, respectively,~~ of ~~VOI inventory as~~purchases required under our ~~commitments.~~inventory commitments for properties in Japan and completed the payment of $17 million related to the inventory commitment in South Carolina included within Accounts payable, accrued expenses and other as of December 31, 2023. As of ~~September 30, 2017,~~March 31, 2024, our remaining ~~obligation pursuant to these arrangements was~~obligations were expected to be incurred as follows: ~~$3 million~~


($ in millions)	2024 (remaining)		2025		2026		2027		2028		Thereafter		Total

Marketing and License Fee Agreements	21		$	49	$	64	$	78	$	83	$	196	$	491
Other commitments(1)	6		4		2		1		1		2		16
Total	$	27	$	53	$	66	$	79	$	84	$	198	$	507

(1)Primarily relates to commitments related to information technology, and sponsorships.

Bass Pro Shops Marketing Agreement Commitments

We entered into a new 10-year exclusive marketing agreement with Bass Pro Shops (“Bass Pro”), a nationally-recognized retailer of fishing, marine, hunting, camping and sports gear, that provides us with the right to market and sell vacation packages at kiosks in ~~2018, $187 million in 2019, $9 million in 2020,~~Bass Pro’s and ~~$9 million in 2021.~~

Cabela's retail locations and through other means. As a part of this agreement, we are required to make certain minimum annual payments and certain variable payments based upon the number of travel packages sold during the year or the number of Bass Pro and Cabela's retail locations HGV maintains during the year.

As of March 31, 2024, HGV had sales and marketing operations at a total of 132 Bass Pro Shops and Cabela’s Stores, including 16 virtual kiosks.

Litigation Contingencies

We are involved in litigation arising from the normal course of business, some of which ~~includes~~include claims for substantial sums. ~~Management has also identified certain other~~We evaluate these legal ~~matters where we believe~~proceedings and claims at each balance sheet date to determine the degree of probability of an unfavorable outcome and, when it is probable that a liability has been incurred, our ability to reasonably ~~possible and/or for which no~~ estimate the amount of ~~possible losses~~loss. We record a contingent litigation liability when it is determined that it is probable that a liability has been incurred and the amount of the loss can be ~~made.~~ reasonably estimated.

As of March 31, 2024, we accrued liabilities of approximately $20 million for all legal matters, none of which relate to the judgment entered against Diamond in March 2022 in connection with a case filed in 2015 (O’Malley v. Diamond Resorts Management, Inc.). As of March 31, 2024, the judgment entered in O’Malley v. Diamond Resorts Management, Inc. was fully satisfied for approximately $104 million. Of this $104 million, we made a payment of approximately $50 million and our insurance policies covered the remaining $54 million. Since we received the portion from our insurance policies, we no longer have an insurance claim receivable within Accounts receivable, net in our unaudited condensed consolidated balance sheet as of March 31, 2024. During the three months ended March 31, 2024, we recognized charges of approximately $2 million to General and administrative in our unaudited condensed consolidated statement of operations that represents the amount of the settlement liability not deemed probable of recovery from the insurance carriers, prior to the full settlement of the matter.

While ~~the ultimate results of claims and litigation cannot be predicted with certainty,~~ we ~~expect~~currently believe that the ultimate ~~resolution~~outcome of ~~all pending or threatened claims~~these proceedings, individually and ~~litigation as of September 30, 2017,~~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 ~~condensed consolidated~~ 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 ~~position~~condition or ~~cash flows.~~

results of operations.

Surety Bonds

We utilize surety bonds related to the sales of VOIs in order to meet regulatory requirements of certain states. The availability, terms and conditions and pricing of such bonding capacity are dependent on, among other things, continued financial strength and stability of the insurance company affiliates providing the bonding capacity, general availability of such capacity and our corporate credit rating. We have commitments from surety providers in the amount of $503 million as of March 31, 2024, which primarily consist of escrow, construction and subsidy related bonds.

Table of Contents.

~~Note 16: Subsequent Events~~

NOTE 19: SUBSEQUENT EVENTS

On ~~October 13, 2017,~~April 25, 2024, we ~~acquired an 83-unit, ski-in mountain lodge in Park City, Utah, known as “The Sunrise Lodge,~~completed a $240 million securitization of legacy Bluegreen Vacations timeshare loans through Hilton Grand Vacations ~~Club.” Prior~~Trust 2024-1B with an overall weighted average interest rate of 6.42% and an overall advance rate of 90.5%. The proceeds will primarily be used to ~~the acquisition, HGV was providing marketing, sales~~pay down debt and ~~resort management services to the seller Sunrise Park City, LLC under a fee-for-service agreement.~~

for other general corporate purposes.

Table of Contents.

~~Item 2.~~

~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and with our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~

2023.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) ~~that~~. Forward-looking statements convey management’s expectations as to the future of HGV, and are based on ~~our~~ management’s beliefs, ~~and~~expectations, assumptions and onsuch plans, estimates, projections and other information ~~currently~~ available to ~~our management. Forward-looking statements include, but are not limited to, statements related to our expectations regarding~~management at the performance of our business, our financial results, our liquidity and capital resources, the benefits resulting from our spin-off, the effects of competition and the effects of future legislation or regulations and other non-historicaltime HGV makes such statements. Forward-looking statements include all statements that are not historical facts and ~~can~~may be identified by ~~the use of forward-looking~~ terminology such as the words “outlook,” ~~“believes,~~“believe,” ~~“expects,~~“expect,” “potential,” “goal,” “continues,” “may,” “will,” “should,” “could,” “would,” “seeks,” “approximately,” “projects,” “predicts,” “intends,” “plans,” “estimates,” ~~“anticipates”~~“anticipates,” “future,” “guidance,” “target,” or the negative version of these words or other comparable ~~words.~~

~~Forward-looking~~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 ~~assumptions. Actual~~other factors, including those that are beyond HGV’s control, which may cause the actual results, ~~may~~performance or achievements to be materially different from the future results. Any one or more of these risks or uncertainties, including those related to HGV's acquisition of Bluegreen, could adversely impact HGV’s operations, revenue, operating profits and margins, key business operational metrics discussed under “—Operational Metrics” below, financial condition or credit rating.

For additional information regarding factors that could cause HGV’s actual results to differ materially from those expressed or implied in ~~these forward-looking statements. You should not put undue reliance on any~~the forward-looking statements in this Quarterly Report on Form ~~10-Q. We do not intend to update any of these forward-looking statement or publicly announce~~10-Q, please see the ~~results of any revisions to these forward-looking statements, other than as is required under the federal securities laws.~~

~~The~~ risk factors discussed in “Part ~~I-Item~~I—Item 1A. Risk Factors” and the Summary of Risk Factors in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2016~~2023, as supplemented and updated by the risk factors described from time to time in ~~“Part II-Item 1A. Risk Factors” of this Quarterly Report on Form 10-Q for~~other periodic reports that we file with the ~~quarter ended September 30, 2017 could cause our results to differ materially from those expressed in forward-looking statements.~~SEC. There may be other risks and uncertainties that we are unable to predict at this time or that we currently do not expect to have a material adverse effect on our business. ~~Any such risks could cause our results~~Except for HGV’s ongoing obligations to ~~differ materially from those expressed in forward-looking statements. We~~disclose material information under the federal securities laws, we undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments, changes in management’s expectations, or ~~otherwise, except as required by law.~~

otherwise.

Terms Used in this Quarterly Report on Form 10-Q

Except where the context requires otherwise, references in this Quarterly Report on Form 10-Q to “Hilton Grand Vacations,” “HGV,” “the Company,” “we,” “us” and “our” refer to Hilton Grand Vacations Inc., together with its consolidated subsidiaries. Except where the context requires otherwise, references to our “properties” ~~and “rooms”~~or “resorts” refer to the timeshare properties ~~managed,~~

~~franchised, owned~~that we manage or ~~leased by us.~~own. Of these ~~properties~~resorts and ~~rooms,~~units, a portion ~~are~~is directly owned ~~or leased~~ by us or joint ventures in which we have an ~~interest~~interest; and the remaining ~~properties~~resorts and ~~rooms~~units are owned by our third-party owners.

Investment funds associated with or designated by The Blackstone Group L.P. and their affiliates, former majority owners of Hilton Worldwide Holdings, Inc. (together with its then consolidated subsidiaries, “Hilton”), are referred to herein as “Blackstone.”

~~Investment funds associated with or designated by HNA Tourism Group Co., Ltd. and their affiliates are referred to herein as “HNA.”~~

“Developed” refers to VOI inventory that is sourced from projects developed by HGV.

“Fee for service” refers to VOI inventory that we sell and manage on behalf of third-party developers.

“Just-in-time” refers to VOI inventory that is primarily sourced in transactions that are designed to closely correlate the timing of the acquisition by us with our sale of that inventory to purchasers.

“Points-based” refers to VOI sales that are backed by physical real estate that is or will be contributed to a trust.

“VOI” refers to vacation ownership ~~intervals.~~

intervals and interests.

“Collections” refers to the acquired portfolio of resort properties included in Diamond's single- and multi-use trusts.

Non-GAAP Financial Measures

This Quarterly Report on Form 10-Q includes discussion of terms that are not recognized terms under U.S. Generally Accepted Accounting Principles (“U.S. GAAP”), and financial measures that are not calculated in accordance with U.S. GAAP, including ~~contract sales, sales revenue, real estate margin, tour flow, volume per guest, capital efficiency ratio, transient rate,~~ 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,

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fee-for-service commissions and ~~segment Adjusted EBITDA.~~ 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

This Quarterly Report on Form 10-Q includes discussion of key business operational metrics, including contract sales, tour flow, and volume per guest (“VPG”).

See ~~“Management’s Discussion and Analysis of Financial Condition and Results of Operations-Key~~“Key Business and Financial ~~Metrics~~Metrics” and ~~Terms Used by Management” and “-Results~~“Results of Operations” for a discussion of the meanings of these terms, the Company’s reasons for providing the applicable non-GAAP financial measures, and reconciliations of non-GAAP financial measures to measures calculated in accordance with U.S. GAAP.

Overview

~~Spin-Off Transactions~~

On January 3, 2017, the previously announced spin-off was completed by way of a pro rata distribution of the Company’s common stock to Hilton stockholders. Each Hilton stockholder received one share of our common stock for every ten shares of Hilton common stock. As a result of the spin-off, we became a separate publicly-traded company on the New York Stock Exchange under the ticker symbol “HGV” and Hilton did not retain any ownership interest in us.

~~In connection with the completion of the spin-off, we entered into agreements with Hilton (who at the time was a related party) and other third parties, including licenses to use the Hilton brand. See~~ ~~Key Agreements Related to the Spin-Off~~ ~~section in~~ ~~Part I – Item 1. Business~~ ~~of our Annual Report on Form 10-K for the year ended December 31, 2016 for further information.~~

On March 15, 2017, Blackstone completed the previously announced sale of 24,750,000 shares of our common stock to HNA, representing approximately 25 percent of the outstanding shares of our common stock. Blackstone retained 15,008,689 shares, or approximately 15 percent of our common stock upon the completion of the sale.

On May 25, 2017, Blackstone filed a Registration Statement on Form S-1 and registered all of our common stock held by them. On June 14, 2017, Blackstone entered into an underwriting agreement with J.P. Morgan Securities LLC pursuant to which J.P. Morgan Securities LLC agreed to purchase from Blackstone 9,650,000 shares of our common stock at a price of $35.40 per share. The sale was completed on June 20, 2017. Subsequently, on September 25, 2017, Blackstone completed the sale of substantially all of the remaining shares of our common stock held by them to several institutional investors. We did not received any proceeds from either of these sales. As of September 30, 2017, Blackstone holds only a nominal number of shares of our common stock.

~~Tax Matters Agreement~~

Subsequent to the spin-off, we have no unrecognized taxes that, if recognized, would have impacted our effective tax rate. As a large taxpayer, Hilton is continuously under audit by the IRS and other taxing authorities. HGV has joined in the Hilton U.S. Federal tax consolidated filing for prior tax years up to the date of the spin-off. Although we do not anticipate that a significant impact to our unrecognized tax balance will occur during the next fiscal year as a result of these audits, it remains possible that the amount of our liability for unrecognized taxes could change over that time period. Pursuant to the Tax Matters Agreement, Hilton is liable and shall pay the relevant tax authority for all taxes related to the taxable income prior to the spin-off. HGV will be responsible for its portion of any amounts Hilton is deemed liable by a taxing authority according to the Tax Matters Agreement. HGV is responsible for tax years subsequent to the spin-off.

Our Business

We are a ~~rapidly growing~~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 brands. On January 17, 2024 (“Bluegreen Acquisition Date”), we completed the acquisition of Bluegreen Vacations Holding Corporation (“Bluegreen”) (the “Bluegreen Acquisition”).

Our operations primarily consist of: selling vacation ownership intervals and vacation ownership interests (collectively, “VOIs” or “VOI”) for us and third parties; financing and servicing loans provided to consumers for their VOI purchases; operating resorts and timeshare plans; and managing our clubs and exchange programs that ~~markets~~include HGV Max, Hilton Grand Vacations Club, and ~~sells VOIs, manages resorts in top leisure~~Hilton Club, Diamond points-based multi-resort timeshare clubs and ~~urban destinations, and operates a points-based vacation club.~~ Bluegreen Vacation Club (collectively referred to as “Clubs”).

As of ~~September 30, 2017,~~March 31, 2024, we have ~~48 resorts, representing 8,101 units, which are~~approximately 200 properties located in ~~iconic vacation destinations such as~~ the ~~Hawaiian Islands, New York City, Orlando~~United States (“U.S.”), Europe, Mexico, the Caribbean, Canada and ~~Las Vegas,~~Asia. A significant number of our properties and VOIs are concentrated in Florida, Europe, Hawaii, California, Arizona, Nevada and Virginia inclusive of the new locations we have expanded into through the Bluegreen Acquisition. Our properties feature spacious, condominium-style accommodations with superior amenities and quality service. We are in the process of rebranding many of the Diamond properties and anticipate rebranding the majority of Bluegreen properties. As of ~~September 30, 2017,~~March 31, 2024, we ~~have approximately 284,000~~expect to begin rebranding of certain Bluegreen properties during the fourth quarter of 2024 to the Hilton Grand Vacations brands and Hilton standards.

As of March 31, 2024, we had approximately 718,000 members across our Club ~~(the “Club”) members.~~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, or any property in the Hilton system of 1423 industry-leading brands across ~~more than 5,000~~approximately 7,600 properties, or affiliated properties, as well as numerous experiential vacation options, such as cruises and guided ~~tours.~~

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.

Our Segments

We operate our business across two segments: (1) ~~real~~Real estate sales and financing; and (2) ~~resort~~Resort operations and club management.

Real Estate Sales and Financing

Our primary deeded product isincludes the marketing and selling of fee-simple VOIs deeded in perpetuity and right to use real estate interests, developed either by us or by third parties. This ownership interest is an interest in real estate generally equivalent to one week ~~annually~~on an annual or biennial basis, at the timeshare resort ~~where~~in which the VOI ~~was purchased.~~ is located. Through the Bluegreen Acquisition, we also offer a points based use right in perpetuity coupled with a freehold estate whereby upon purchase of a VOI, the purchaser directs conveyance of the VOI to the trustee of the Bluegreen Vacation Club who holds the timeshare interest pursuant to the Bluegreen Vacation Club Trust Agreement, dated as of May 18, 1994. At the time of conveyance of the timeshare interest, the purchaser becomes a member and is designated an "Owner Beneficiary" of the Bluegreen Vacation Club. Bluegreen Vacation Club members may use their allotment of points for stays at Bluegreen’s resorts or other hotels and resorts available through partnerships and exchange networks.

Our primary trust VOI product is the marketing and selling of beneficial interests in one of our Collections, which are represented by an annual or biennial allotment of points that can be utilized for vacations at any of the resorts in that Collection. In general, purchasers of a VOI in a collection do not acquire a direct ownership interest in the resort properties in the Collection. Rather for each Collection, one or more trustees hold legal title to the deeded fee simple real estate interests or the functional equivalent, or, in some cases, leasehold real estate interests for the benefit of the respective Collection’s association members in accordance with the applicable agreements.

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Traditionally, timeshare operators have funded ~~100 percent~~100% of the investment necessary to acquire land and construct timeshare properties. ~~In 2010, we began sourcing~~We source VOIs through developed properties and fee-for-service and just-in-time agreements with third-party developers and have ~~successfully transformed from a capital-intensive business to one that is highly capital-efficient.~~focused our inventory strategy on developing an optimal inventory mix. The fee-for-service agreements enable us to generate fees from the sales and marketing of the VOIs and Club memberships and from the management of the timeshare properties without requiring us to fund acquisition and construction costs. The just-in-time agreements enable us to source VOI inventory in a manner that allows us to correlate the timing of acquisition of the inventory ~~by us~~ with the sale to purchasers. Sales of owned, ~~inventory,~~ including ~~purchased~~ just-in-time, inventory generally result in greater Adjusted EBITDA contributions, while fee-for-service sales require less initial investment and allow us to accelerate our sales growth. 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~~three months ended ~~September 30, 2017,~~March 31, 2024, sales from fee-for-service and just-in-time inventory were 16%, and ~~developed inventory sources were 54 percent, 20 percent and 26 percent, respectively,~~25% of contract ~~sales.~~sales, respectively. See ~~“-Real~~“Key Business and Financial Metrics — Real Estate Sales ~~Metrics”~~Operating Metrics” for additional discussion of contract sales. ~~Based on~~The estimated contract sales value related to our ~~trailing twelve months sales pace, we have access to approximately five years of~~inventory that is currently available for sale at open or soon-to-be open projects and inventory at new or existing projects that will become available for sale in the future ~~inventory, with capital~~upon registration, delivery or construction is $12.7 billion at current pricing. Capital efficient arrangements, ~~representing~~comprised of our fee-for-service and just-in-time inventory, represented approximately ~~88 percent~~31% of that supply. We believe that the visibility into our long-term supply allows us to efficiently manage inventory to meet predicted sales, reduce capital investments, minimize our exposure to the cyclicality of the real estate market and mitigate the risks of entering into new markets.

We ~~originate loans~~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. We operate sales distribution centers in major markets and popular leisure destinations with year-round demand and a history of being a friendly environment for vacation ownership. We have approximately 100 sales distribution centers in various domestic and international locations. Our marketing and sales activities are based on targeted direct marketing and a highly personalized sales approach. We use targeted direct marketing to reach potential members who are identified as having the financial ability to pay for our products, are frequent leisure travelers, and have an affinity with our brands.

With the Bluegreen Acquisition, our marketing and sales activities also includes marketing relationships with nationally-recognized consumer brands, such as Bass Pro, a nationally-recognized retailer of fishing, marine, hunting, camping and sports gear, and Choice Hotels. HGV signed a new 10-year exclusive marketing agreement with Bass Pro that provides HGV with the right to market and sell vacation packages at kiosks in Bass Pro’s and Cabela’s retail locations and through other means. As of March 31, 2024, HGV had sales and marketing operations at a total of 132 Bass Pro Shops and Cabela’s Stores, including 16 virtual kiosks. Additionally, the joint venture between HGV and Bass Pro includes four high-end wilderness resorts under the Big Cedar Lodge brand.

Through the Bluegreen Acquisition, we also gained access to an exclusive strategic relationship with Choice Hotels that involves several areas of its business, including a sales and marketing alliance that enables us to leverage Choice Hotels’ brands, customer relationships and marketing channels to sell vacation packages.

Tour flow quality impacts key metrics such as close rate and VPG, defined in “Key Business and Financial Metrics—Real Estate Sales Operating Metrics.” Additionally, the quality of tour flow impacts sales revenue and the collectability of our timeshare financing receivables. For the three months ended March 31, 2024, 76% of our contract sales were to our existing owners, compared to 69% for the three months ended March 31, 2023.

We provide financing for members purchasing our developed and acquired inventory ~~which~~and generate interest ~~income.~~income on the loans. Our ~~loans~~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 ~~9 percent~~2.5% to ~~18 percent~~25% per annum.

Financing propensity was 65% and 59% for the three months ended March 31, 2024 and 2023, respectively. We calculate financing propensity as contract sales volume of financed contracts originated in the period divided by contract sales volume of all contracts originated in the period.

The interest rate on our loans is determined by, among other factors, the amount of the down payment, the borrower’s credit profile and the loan term. The ~~weighted average~~weighted-average FICO score for ~~new~~ loans to U.S. and Canadian borrowers at the time of origination were as follows:

Nine Months Ended September 30,

2017

2016

Weighted average FICO score

738

736


	Three Months Ended March 31,
	2024	2023
Weighted-average FICO score	744	737

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Prepayment is permitted without penalty. When a member defaults, we ultimately return their VOI to inventory for resale and that member no longer participates in our ~~Club.~~

Clubs.

Some of our ~~loans~~timeshare financing receivables have been pledged as collateral in our securitization transactions, which have in the past and may in the future provide funding for our business activities. In these securitization transactions, special purpose entities are established to issue various classes of debt securities which are generally collateralized by a single pool of assets consisting of timeshare financing receivables that we service and related cash deposits. For additional information see Note 4: 6: Timeshare Financing Receivables in our unaudited condensed consolidated financial statements.

In addition, we earn fees from servicing our securitized ~~loan portfolio~~timeshare financing receivables and the loans provided by third-party developers of our fee-for-service projects to purchasers of their VOIs.

Resort Operations and Club Management

We enter into a management ~~agreement~~agreements with the ~~homeowners’ association (“HOA”)~~HOAs of the ~~VOI owners for~~ timeshare resorts developed by us or a third party. Each of the HOAs is governed by a board of directors ~~comprising~~comprised of owner and developer representatives that are charged with ensuring the resorts are well-maintained and financially stable. Our ~~management~~ services include day-to-day operations of the resorts, maintenance of the resorts, preparation of books and financial records including reports, budgets and projections, arranging for annual audits and ~~employee~~maintenance fee billing and collections and employment training and personnel oversight. Our HOA management agreements provide for a cost-plus management fee, which means we generally earn a fee equal to ~~10 percent~~10% to ~~15 percent~~15% of the costs to operate the applicable resort. ~~The~~As a result, the fees we earn are highly predictable due to the relatively fixed nature of resort operating expenses and our management fees are unaffected by changes in rental rate or occupancy. We are also reimbursed for the costs incurred to perform our services, principally related to personnel providing on-site services. The ~~initial term~~original terms of our management agreements typically ~~ranges from~~range from three to five years and the agreements are subject to periodic renewal for one to ~~three year~~three-year periods. Many of these agreements renew automatically unless either party provides advance notice of termination before the expiration of the term.

We also manage and operate the ~~points-based Hilton Grand Vacations Club~~Clubs and ~~Hilton Club~~ exchange ~~programs, which provide exclusive exchange, leisure travel and reservation services to our Club members.~~programs. When ~~an owner purchases~~owners purchase a VOI, ~~he or she is~~they are generally ~~automatically~~ enrolled in ~~the~~a Club ~~and given an annual allotment of points that allow~~which allows the member to exchange ~~his or her annual usage rights in the VOI that they own~~their points for a number of vacation ~~and travel~~ options. In addition to an annual membership fee, Club members pay incremental fees depending on exchanges they choose within the Club system.

We rent unsold VOI inventory, third-party inventory and inventory made available due to ownership exchanges through our Club programs. We earn a fee from rentals of third-party inventory. Additionally, we provide ancillary offerings including food and beverage, retail and spa offerings at these timeshare properties.

Key Business and Financial Metrics ~~and Terms Used by Management~~

Real Estate Sales Operating Metrics

~~The~~

We measure our performance using the following ~~are not recognized terms under U.S. GAAP:~~

key operating metrics:

•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 percent~~10% of the contract price. ~~Contract sales is not a recognized term under U.S. GAAP and should not be considered in isolation or as an alternative to~~ ~~Sales of VOIs, net~~ ~~or any other comparable operating measure derived in accordance with U.S. GAAP.~~ 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 and other administrative fee revenues. We consider~~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 ~~operating measure because it reflects~~operational metric, reflective of the overall volume and pace of sales in our ~~business.~~

~~Sales revenue~~ ~~represents sale of VOIs, net~~business and ~~commissions and brand fees earned from the sale of fee-for-service intervals.~~

~~Real estate margin~~ represents sales revenue less the cost of VOI sales and sales and marketing costs, net of marketing revenue. Real estate margin percentage is calculated by dividing real estate margin by sales revenue. We consider this to be an important operating measure becausebelieve it ~~measures the efficiency~~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 ~~marketing spending and management~~points-based) is most appropriate for the purpose of ~~inventory costs.~~

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

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

•Volume per guest (“VPG”) represents the sales attributable to tours at our sales locations and is calculated by dividing ~~Contract~~contract sales, excluding telesales, by tour flow. We consider VPG to be an important operating measure because it measures the effectiveness of our sales process, combining the average transaction price with the closing rate.

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•

~~Capital efficiency ratio~~ represents the ratio of cost of VOI sales to VOI inventory spend, including fee-for-service upgrades. We consider this to be an important operating measure because capital efficiency allows us to reduce inventory investment requirements while continuing to generate growth in revenues and cash flows.

~~Resort and Club Management and Rental Metrics~~

~~Transient rate~~ represents the total rental room revenue for transient guests divided by total number of transient room nights sold in a given period and excludes room rentals associated with marketing programs, owner usage and the redemption of Club Bonus Points.

~~For further information see Item 8. Financial Statements and Supplementary Data - Note 2:~~ ~~Basis of Presentation and Summary of Significant Accounting Policies~~ ~~in our Annual Report on Form 10-K for the year ended December 31, 2016.~~

EBITDA, Adjusted EBITDA and Adjusted EBITDA

Attributable to Stockholders

EBITDA, presented herein, is a financial measure that is not recognized under U.S. GAAP that reflects net income, ~~(loss),~~ before interest expense (excluding non-recourse debt), a provision for income taxes and depreciation and amortization. During the first quarter of 2017, we revised our definition of EBITDA to exclude the adjustment of interest expense relating to our non-recourse debt as a reconciling item to arrive at net income (loss) in order to conform to the presentation of the timeshare industry following the consummation of the spin-off from Hilton. The revised definition was applied to prior period(s) to conform with current presentation.

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: (i) other gains, including asset ~~dispositions; (ii)~~dispositions and foreign currency transactions; ~~(iii)~~(ii) debt restructurings/retirements; ~~(iv)~~(iii) non-cash impairment losses; ~~(v) reorganization costs, including severance and relocation costs; (vi)~~(iv) share-based and ~~certain~~ other compensation expenses; ~~(vii)~~and (v) other items, including but not limited to costs ~~related~~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 ~~spin-off;~~noncontrolling interest in HGV/Big Cedar Vacations LLC, a joint venture in which HGV is deemed to hold a controlling financial interest based on its 51% equity interest (“Big Cedar”), its active role as the day-to-day manager of its activities, and ~~(viii) other items.~~

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 ~~(loss)~~ or other measures of financial performance or liquidity derived in accordance with U.S. GAAP. 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.

We believe that EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders provide useful information to investors about us and our financial condition and results of operations for the following reasons: (i) EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders are among the measures used by our management team to evaluate our operating performance and make day-to-day operating decisions; 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, ~~(loss),~~ cash flow or other methods of analyzing our results as reported under U.S. GAAP. Some of these limitations are:

•EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders do not reflect changes in, or cash requirements for, our working capital needs;

•EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders do not reflect our interest expense (excluding interest expense on non-recourse debt), or the cash requirements necessary to service interest or principal payments on our indebtedness;

•EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders do not reflect our tax expense or the cash requirements to pay our taxes;

•EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders do not reflect historical cash expenditures or future requirements for capital expenditures or contractual commitments;

•EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders do not reflect the effect on earnings or changes resulting from matters that we consider not to be indicative of our future operations;

•EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders do not reflect any cash requirements for future replacements of assets that are being depreciated and amortized; and

•EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders may be calculated differently from other companies in our industry limiting their usefulness as comparative measures.

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.

~~Recent Events~~

On July 18, 2017, we entered into an agreement with BRE Ace Holdings LLC, a Delaware limited liability company (“BRE Ace Holdings”), an affiliate of Blackstone and formed BRE Ace LLC. Pursuant to the agreement, we contributed $40 million in cash

See below under “Segment Results” for a 25 percent interest in BRE Ace LLC, which owns a 1,201-key timeshare resort property and related operations, commonly known as “Elara, by Hilton Grand Vacations,” located in Las Vegas, Nevada.

~~On September 10, 2017, Hurricane Irma hit the Florida Keys as a Category 4 hurricane, weakening somewhat as it made landfall along Florida’s southwest shoreline. Although certain~~reconciliation of our managed Florida properties were temporarily closed during the aftermath of Hurricane Irma, neither HGV’s operations nor financial performance were significantly impacted by this storm. In the aftermath of Hurricane Irma, the IRS has granted an automatic extension to individuals and businesses affected by the hurricanes, which extends tax filing and payment deadlines beginning September 4, 2017. As a result, we have delayed our third quarter Federal income tax payment.

~~Results of Operations~~

~~Three and Nine Months Ended September 30, 2017 Compared with the Three and Nine Months Ended September 30, 2016~~

~~Segment Results~~

~~We evaluate our business segment operating performance using segment~~EBITDA, Adjusted ~~EBITDA, as described in Note 14:~~ ~~Business Segments~~ in our unaudited condensed consolidated financial statements. We do not include equity in earnings from unconsolidated affiliate in our measures of segment revenues. For a discussion of our definition of EBITDA and Adjusted EBITDA ~~how management uses it~~Attributable to ~~manage our business and material limitations on its usefulness, refer~~Stockholders to “—Key Business and Financial Metrics and Terms Used by Management—EBITDA and Adjusted EBITDA.” The following table sets forth revenues and Adjusted EBITDA by segment, reconciled to consolidated amount, including net income, our most comparable U.S. GAAP financial ~~measure:~~

measure.

Three Months Ended
September 30,

Variance

Nine Months Ended
September 30,

Variance

($ in millions)

2017

2016

$

%

2017

2016

$

%

Revenues:

Real estate sales and financing

$
310

$
301

$
9

3.0
%

$
916

$
843

$
73

8.7
%
Resort operations and club management

90

81

9

11.1

270

251

19

7.6

Segment revenues

400

382

18

4.7

1,186

1,094

92

8.4

Cost reimbursements

34

33

1

3.0

102

94

8

8.5

Intersegment eliminations⁽¹⁾

(8
)

(8
)

—

—

(24
)

(20
)

(4
)

(20.0
)
Total revenues

$
426

$
407

$
19

4.7

$
1,264

$
1,168

$
96

8.2

⁽¹⁾	~~Refer to Note 14:~~ ~~Business Segments~~ ~~in our unaudited condensed consolidated financial statements for details on the intersegment eliminations.~~

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Non-GAAP Measures within Our Segments

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. 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. 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. 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.

•Real estate profit represents sales revenue less real estate expense. Real estate margin is calculated as a percentage by dividing real estate profit by sales revenue. 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 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. We consider this to be an important non-GAAP operating measure because it measures our ability to convert available inventory and unoccupied rooms into revenue and profit by transient rentals, as well as profitability of other services, such as food and beverage, retail, spa offerings and other guest services.

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. GAAP. In addition, our calculation of such measures may not be comparable to similarly titled measures of other companies. Furthermore, these measures have limitations as analytical tools and should not be considered either in isolation or as a substitute for net income or other methods of analyzing our results as reported under U.S. GAAP. Such limitations include the fact that these measures only include those revenues and expenses related to one of the four specified operating activities as opposed to on a consolidated basis, and other limitations that are similar to those discussed above under “EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders.” See below under “Reconciliation of Non-GAAP Profit Measures to GAAP Measure” for reconciliation of these four profit measures to net income, our most comparable U.S. GAAP financial measure.

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Results of Operations

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

Segment Results

The following tables present our revenues by segment. We do not include equity in earnings (losses) from unconsolidated affiliates in our measures of segment operating performance.


	Three Months Ended March 31,				Variance
($ in millions)	2024		2023		$		%
Revenues:
Real estate sales and financing	$	687	$	550	$	137	24.9
Resort operations and club management	360		302		58		19.2
Total segment revenues	1,047		852		195		22.9
Cost reimbursements	122		95		27		28.4
Intersegment eliminations(1)	(13)		(13)		—		—
Total revenues	$	1,156	$	934	$	222	23.8

(1)See Note 17: Business Segments in our unaudited condensed consolidated financial statements for details on the intersegment eliminations.

Real estate sales and financing segment revenues increased by $137 million for the three months ended March 31, 2024, compared to the same period in 2023, primarily due to a $77 million increase in sales revenue and a $30 million increase in financing revenue. Excluding the impact of the Bluegreen Acquisition, Real estate sales and financing revenues were flat when compared to the same period in the prior year. The sales revenue increase is driven by an increase in Sales of VOIs, net of $120 million primarily resulting from a $2 million decrease in net deferrals of sales of VOIs under construction, and $108 million increase in contract sales driven by the Bluegreen Acquisition. Real estate sales and financing segment revenues were also impacted by a $34 million higher provision for financing receivable losses and lower commissions earned on sales of fee-for-service properties. This was partially offset by a $30 million increase in financing revenue primarily related to an increase in our loan portfolio balance driven by the Bluegreen Acquisition and an increase in the weighted average interest rate earned.

Resort operations and club management segment revenues increased by $58 million for the three months ended March 31, 2024, compared to the same period in 2023. Excluding the impact of $29 million related to the Bluegreen Acquisition, Resort operations and club management segment revenues increased $29 million, primarily due to an increase in occupied room nights and higher daily rates compared to the same period in 2023. For the three months ended March 31, 2024, the additional increase in Resort operations and club management revenue was due to an increase in resort management revenue, primarily driven by higher fees.

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The following table reconciles net income, our most comparable U.S. GAAP financial measure, to EBITDA, Adjusted EBITDA and Adjusted ~~EBITDA:~~

Three Months Ended
September 30,

Variance

Nine Months Ended
September 30,

Variance

($ in millions)

2017

2016

$

%

2017

2016

$

%

Net Income

$
43

$
35

$
8

22.9
%

$
144

$
130

$
14

10.8
%
Interest expense

7

—

7

NM⁽¹⁾

21

—

21

NM⁽¹⁾

Allocated Parent interest expense

—

7

(7
)

(100.0
)

—

20

(20
)

(100.0
)
Income tax expense

28

33

(5
)

(15.2
)

87

98

(11
)

(11.2
)
Depreciation and amortization

7

6

1

16.7

21

17

4

23.5

Interest expense, depreciation and amortization included in equity in earnings from unconsolidated affiliate

2

—

2

NM⁽¹⁾

2

—

2

NM⁽¹⁾

EBITDA

87

81

6

7.4

275

265

10

3.8

Other loss, net

—

—

—

—

—

1

(1
)

(100.0
)
Gain on foreign currency transactions

(1
)

(1
)

—

—

(1
)

(2
)

1

(50.0
)
Share-based compensation expense

5

2

3

NM⁽¹⁾

13

7

6

85.7

Other adjustment items⁽²⁾

3

11

(8
)

(72.7
)

7

21

(14
)

(66.7
)
Adjusted EBITDA

$
94

$
93

$
1

1.1

$
294

$
292

$
2

0.7

⁽¹⁾	~~Fluctuation in terms of percentage change is not meaningful.~~

EBITDA Attributable to Stockholders:

⁽²⁾	~~For the three and nine months ended September 30, 2017, amounts represent $2 million and $5 million, respectively, of costs associated with the spin-off transaction.~~

Three Months Ended
September 30,

Variance

Nine Months Ended
September 30,

Variance

($ in millions)

2017

2016

$

%

2017

2016

$

%

Adjusted EBITDA:

Real estate sales and financing⁽¹⁾

$
81

$
85

$
(4
)

(4.7
)%

$
263

$
250

$
13

5.2
%
Resort operations and club management⁽¹⁾

50

42

8

19.0

153

139

14

10.1

Segment Adjusted EBITDA

131

127

4

3.1

416

389

27

6.9

Adjustments:

Adjusted EBITDA from unconsolidated affiliate

3

—

3

NM⁽¹⁾

3

—

3

NM⁽¹⁾

License fee expense

(22
)

(22
)

—

—

(65
)

(61
)

(4
)

6.6

General and administrative⁽²⁾

(18
)

(12
)

(6
)

50.0

(60
)

(36
)

(24
)

66.7

Adjusted EBITDA

$
94

$
93

$
1

1.1

$
294

$
292

$
2

0.7

⁽¹⁾	~~Includes intersegment eliminations and other adjustments.~~


	Three Months Ended March 31,				Variance(1)
($ in millions)	2024		2023		$		%
Net (loss) income attributable to stockholders	$	(4)	$	73	$	(77)	NM
Net income attributable to noncontrolling interest	2		—		2		100.0
Net (loss) income	(2)		73		(75)		NM
Interest expense	79		44		35		79.5
Income tax (benefit) expense	(11)		17		(28)		NM
Depreciation and amortization	62		51		11		21.6
Interest expense, depreciation and amortization included in equity in earnings from unconsolidated affiliates	1		—		1		100.0
EBITDA	129		185		(56)		(30.3)
Other loss (gain), net	5		(1)		6		NM
Share-based compensation expense	9		10		(1)		(10.0)
Impairment expense	2		—		2		100.0
Acquisition and integration-related expense	109		17		92		NM
Other adjustment items(2)	22		7		15		NM
Adjusted EBITDA	276		218		58		26.6
Adjusted EBITDA attributable to noncontrolling interest	3		—		3		100.0
Total Adjusted EBITDA attributable to stockholders	$	273	$	218	$	55	25.2

⁽²⁾	~~Excludes share-based compensation and other adjustment items.~~

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

~~Real Estate Sales~~

(2)These amounts include costs associated with restructuring, one-time charges, other non-cash items, and ~~Financing~~

amortization of fair premiums and discounts resulting from purchase accounting.

We evaluate our business segment operating performance using segment Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders, as described in Note 17: Business Segments in our unaudited condensed consolidated financial statements. For a discussion of our definition of EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders, how management uses them to manage our business and material limitations on their usefulness, refer to “—Key Business and Financial Metrics—EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders.” The following table reconciles our segment Adjusted EBITDA to Adjusted EBITDA to Adjusted EBITDA Attributable to Stockholders:


	Three Months Ended March 31,				Variance
($ in millions)	2024		2023		$		%
Adjusted EBITDA:
Real estate sales and financing(1)	$	206	$	169	$	37	21.9
Resort operations and club management(1)	134		109		25		22.9
Adjustments:
Adjusted EBITDA from unconsolidated affiliates	6		3		3		100.0
License fee expense	(35)		(30)		(5)		16.7
General and administrative(2)	(35)		(33)		(2)		6.1
Adjusted EBITDA	276		218		58		26.6
Adjusted EBITDA attributable to noncontrolling interest	3		—		3		100.0
Total Adjusted EBITDA attributable to stockholders	$	273	$	218	$	55	25.2

(1)Includes intersegment transactions, share-based compensation, depreciation and other adjustments attributable to the segments.

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

Real estate sales and financing ~~segment revenues increase~~Adjusted EBITDA increased by $37 million for the three months ended ~~September 30, 2017,~~March 31, 2024, compared to the same period in 2016, primarily due to a $4 million increase in sales revenue, a $2 million increase in marketing revenue and a $4 million increased in financing revenues. The increase in sales revenue was primarily due to higher sales of VOIs, net, due to sales at our newly developed project beginning in2023. For the fourth quarter of 2016. The increase in marketing revenues was primarily due to an increase in title related services. The increase in financing revenues was primarily due an increase in interest income from higher outstanding timeshare financing receivables balance.same period, Real estate sales and financing ~~segment~~ Adjusted EBITDA ~~decreased by $4~~increased $1 million, ~~for~~excluding the ~~three months ended September 30, 2017, compared~~$36 millionimpact related to the ~~same period in 2016,~~Bluegreen Acquisition, primarily due to ~~a $14 million increase in sales and marketing expense as well as a decrease in commission and brand fees.~~

~~Real estate sales~~higher Sales of VOIs, net and financing ~~segment~~ revenues, ~~increased for the nine months ended September 30, 2017, compared to the same period in 2016, primarily due to a $44 million increase in sales revenue, a $22 million~~mostly offset by an increase in marketing ~~revenue and a $9 million increased in financing revenues. The increase in sales revenue was primarily~~costs due to our emphasis in adding new

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owners, which typically carry a ~~$47 million increase in~~higher cost per tour, lower commissions earned on sales of VOIs, net, due to sales at our newly developed project beginning in the fourth quarter of 2016. The increase in marketing revenue was primarily due to (i) a $10 million reduction of our expected redemptions of expired discounted vacation packages, (ii) a $8 million

~~increase in the actual redemption of discounted vacation packages~~fee-for-service properties, and ~~(iii) a $3 million increase in title related service revenue. The increase in~~higher financing revenues was primarily due an increase in interest income from higher outstanding timeshare financing receivables balance. Real estate sales and financing segment Adjusted EBITDA increased by $13 million for the nine months ended September 30, 2017, compared to the same period in 2016, primarily due to an increase in revenues associated with the segment, partially offset by a $49 million increase in sales and marketing expense as well as a decrease in commission and brand fees.

expenses.

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

~~Resort Operations and Club Management~~

Resort operations and club management segment ~~revenues~~adjusted EBITDA increased by $25 million for the three ~~and nine~~ months ended ~~September 30, 2017,~~March 31, 2024, compared to the same ~~periods~~period in ~~2016, primarily due to (i) an increase of $4 million and $10 million, respectively, in resort and club management revenues from~~2023. For the launch of new properties subsequent to the third quarter of 2016 and (ii) an increase of $4 million and $3 million, respectively, in rental and ancillary services revenues as a result of higher transient room and club inventory rentals at our developed and fee-for-service properties.same period, Resort operations and club management segment ~~Adjusted~~adjusted EBITDA increased ~~for~~$15 million, excluding the ~~three and nine months ended September 30, 2017, compared~~$10 millionimpact related to the ~~same periods in 2016,~~Bluegreen Acquisition, primarily due to ~~increases~~the increase in Resort and club management and rental revenues ~~associated with the segment,~~described above, partially offset by ~~increases of $3 million~~an increase in resort and ~~$9 million, respectively, in segment expenses.~~

club management expenses due to personnel-related costs incurred to service increased arrivals and transaction activity.

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

Reconciliation of Non-GAAP Profit Measures to GAAP Measure

The following table reconciles net income, our most comparable U.S. GAAP financial measure, to EBITDA and the total of our real estate, financing, resort and club management, and rental and ancillary services profit measures.


	Three Months Ended March 31,				Variance(1)
($ in millions)	2024		2023		$		%
Net (loss) income attributable to stockholders	$	(4)	$	73	$	(77)	NM
Net income attributable to noncontrolling interest	2		—		2		100.0
Net (loss) income	(2)		73		(75)		NM
Interest expense	79		44		35		79.5
Income tax (benefit) expense	(11)		17		(28)		NM
Depreciation and amortization	62		51		11		21.6
Interest expense, depreciation and amortization included in equity in earnings from unconsolidated affiliates	1		—		1		100.0
EBITDA	129		185		(56)		(30.3)
Other loss (gain), net	5		(1)		6		NM
Equity in earnings from unconsolidated affiliates(2)	(6)		(3)		(3)		100.0
Impairment expense	2		—		2		100.0
License fee expense	35		30		5		16.7
Acquisition and integration-related expense	109		17		92		NM
General and administrative	45		42		3		7.1
Profit	$	319	$	270	$	49	18.1

Real estate profit	$	134	$	125	$	9	7.2
Financing profit	65		50		15		30.0
Resort and club management profit	112		89		23		25.8
Rental and ancillary services profit	8		6		2		33.3
Profit	$	319	$	270	$	49	18.1

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

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

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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. GAAP financial measure, to Sales and marketing expense, net. Fee-for-service commissions and brand fees and Sales and marketing, net, are used in calculating our real estate profit and real estate profit margin. See “Real Estate Sales and Financing Segment—Real Estate” below.


	Three Months Ended March 31,				Variance
($ in millions)	2024		2023		$		%
Sales, marketing, brand and other fees	$	145	$	158	$	(13)	(8.2)
Less: Marketing revenue and other fees(1)	(81)		(51)		(30)		58.8
Fee-for-service commissions and brand fees	$	64	$	107	$	(43)	(40.2)

Sales and marketing expense	$	401	$	301	100		33.2	%
Less: Marketing revenue and other fees(1)	(81)		(51)		(30)		58.8	%
Sales and marketing expense, net	$	320	$	250	$	70	28.0	%

(1) Includes revenue recognized through our marketing programs for existing owners and prospective first-time buyers and revenue associated with sales incentives, title service and document compliance.

Real Estate Sales and Financing Segment

In accordance with Accounting Standards Codification Topic 606, “Revenue from Contracts with Customers” (“ASC 606”), revenue and the related costs to fulfill and acquire the contract (“direct costs”) from sales of VOIs under construction are deferred until the point in time when construction activities are deemed to be completed. The real estate sales and financing segment is impacted by construction related deferral and recognition activity. In periods where Sales of VOIs and related direct costs of projects under construction are deferred, margin percentages will generally contract as the indirect marketing and selling costs associated with these sales are recognized as incurred in the current period. In periods where previously deferred Sales of VOIs and related direct costs are recognized upon construction completion, margin percentages will generally expand as the indirect marketing and selling costs associated with these sales were recognized in prior periods.

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


	Three Months Ended March 31,				Variance
($ in millions)	2024		2023		$
Sales of VOIs (deferrals)	$	(39)	$	—	$	(39)
Sales of VOIs recognitions	41		4		37
Net Sales of VOIs recognitions (deferrals)	2		4		(2)
Cost of VOI sales (deferrals)	(11)		—		(11)
Cost of VOI sales recognitions	10		1		9
Net Cost of VOI sales (deferrals) recognitions	(1)		1		(2)
Sales and marketing expense (deferrals)	(6)		—		(6)
Sales and marketing expense recognitions	6		1		5
Net Sales and marketing expense recognitions (deferrals)	—		1		(1)
Net construction recognitions	$	3	$	2	$	1

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Real Estate

Three Months Ended
September 30,

Variance

Nine Months Ended
September 30,

Variance

($ in millions, except Tour flow and VPG)

2017

2016

$

%

2017

2016

$

%

Sales of VOIs, net

$
145

$
130

$
15

11.5
%

$
406

$
359

$
47

13.1
%
Adjustments:

Fee-for-service sales⁽¹⁾

169

181

(12
)

(6.6
)

508

512

(4
)

(0.8
)
Loan loss provision

19

14

5

35.7

45

37

8

21.6

Reportability and other⁽²⁾

(7
)

(19
)

12

(63.2
)

(23
)

(49
)

26

(53.1
)
Contract sales

$
326

$
306

$
20

6.5

$
936

$
859

$
77

9.0

Tour flow

87,346

79,817

7,529

9.4

246,865

230,362

16,503

7.2

VPG

$
3,555

$
3,602

$
(47
)

(1.3
)

$
3,590

$
3,504

$
86

2.5

⁽¹⁾	~~Represents contract sales from fee-for-service properties on which we earn commissions and brand fees.~~

⁽²⁾	Includes adjustments for revenue recognition, including percentage-of-completion deferrals and amount in rescission, and sales incentives, as well as adjustments related to granting credit to customers for their existing ownership when upgrading into fee-for-service projects.

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


	Three Months Ended March 31,				Variance (1)
($ in millions, except Tour flow and VPG)	2024		2023		$		%
Contract sales	$	631	$	523	$	108	20.7
Adjustments:
Fee-for-service sales(2)	(100)		(174)		74		(42.5)
Provision for financing receivables losses	(64)		(30)		(34)		NM
Reportability and other:
Net (deferral) recognition of sales of VOIs under construction (3)	2		4		(2)		(50.0)
Fee-for-service sale upgrades, net	—		5		(5)		(100.0)
Other(4)	(31)		(10)		(21)		NM
Sales of VOIs, net	$	438	$	318	$	120	37.7
Tour flow	174,138		130,268		43,870
VPG	$	3,593	$	3,969	$	(376)

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

(2) Represents contract sales from fee-for-service properties on which we earn Fee-for-service commissions and brand fees.

(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 $108 million for the three months ended ~~September 30, 2017,~~March 31, 2024, compared to the same period in ~~2016,~~2023. Excluding the impact of $136 million related to the Bluegreen Acquisition, contract sales decreased $28 million, primarily due to a VPG decrease of 5.0% while tours remained flat compared to the same period in 2023.


	Three Months Ended March 31,						Variance
($ in millions)	2024			2023			$		%
Sales of VOIs, net	$	438		$	318		$	120	37.7
Fee-for-service commissions and brand fees	64			107			(43)		(40.2)
Sales revenue	502			425			77		18.1
Less:
Cost of VOI sales	48			50			(2)		(4.0)
Sales and marketing expense, net	320			250			70		28.0
Real estate expense	368			300			68		22.7
Real estate profit	$	134		$	125		$	9	7.2
Real estate profit margin(1)	26.7		%	29.4		%

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

Real estate profit increased by $9 million for the three months ended March 31, 2024, compared to the same period in 2023. Real estate profit decreased $5 million, excluding the impact of $14 million related to the Bluegreen

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

Financing


	Three Months Ended March 31,						Variance (1)
($ in millions)	2024			2023			$		%
Interest income(2)	$	96		$	66		$	30	45.5
Other financing revenue	8			8			—		—
Financing revenue	104			74			30		40.5
Consumer financing interest expense(3)	25			11			14		NM
Other financing expense	14			13			1		7.7
Financing expense	39			24			15		62.5
Financing profit	$	65		$	50		$	15	30.0
Financing profit margin	62.5		%	67.6		%

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

(2) For the three months ended March 31, 2024, this amount includes $16 million of amortization of the premium related to the acquired timeshare financing receivables resulting from the Bluegreen Acquisition and Diamond Acquisition. For the three months ended March 31, 2023, this amount includes $4 million of amortization of the premium related to the acquired timeshare financing receivables resulting from the Diamond Acquisition.

(3) For the three months ended March 31, 2024, this amount includes $2 millionof amortization of the discount related to the acquired non-recourse debt resulting from the Bluegreen Acquisition. For the three months ended March 31, 2023, this amount includes $1 million of amortization of the premium related to the related to the acquired non-recourse debt resulting from the Diamond Acquisition.

Financing profit increased by $15 million for the three months ended March 31, 2024, compared to the same period in 2023. For the same period, Financing profit increased $6 million, excluding the $9 million impact related to the Bluegreen Acquisition, primarily due to higher financing revenues of $13 million partially offset by higher financing expense of $7 million.

Financing revenue increased $30 million for the three months ended March 31, 2024, compared to the same period in 2023. For the same period, Financing revenue increased $13 million, excluding the $17 million impact related to the Bluegreen Acquisition, primarily due to an increase in ~~tour flow which correlates to~~ the ~~increase in marketing expense. VPG decreased~~ weighted average interest rate and carrying balance of the timeshare financing receivables portfolio.

Financing expense increased by$15 millionfor the three months ended ~~September 30, 2017,~~March 31, 2024, compared to the same period in ~~2016~~2023. For the same period, Financing expense increased $7 million, excluding the $8 million impact related to the Bluegreen Acquisition, primarily due to ~~a 1.4 percent decrease in close rate, partially offset by a 0.8 percent~~the increase in ~~average transaction price.~~

~~Contract sales~~the weighted-average interest rate on our non-recourse debt.

Resort Operations and Club Management Segment

Resort and Club Management


	Three Months Ended March 31,						Variance
($ in millions)	2024			2023			$		%
Club management revenue	$	63		$	51		$	12	23.5
Resort management revenue	103			80			23		28.8
Resort and club management revenues	166			131			35		26.7
Club management expense	20			15			5		33.3
Resort management expense	34			27			7		25.9
Resort and club management expenses	54			42			12		28.6
Resort and club management profit	$	112		$	89		$	23	25.8
Resort and club management profit margin	67.5		%	67.9		%

Resort and club management profit increased by $23 million for the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2024, compared to the same period in ~~2016,~~2023. For the same period, Resort and club management profit increased $7 million, excluding the $16 million impact related to the Bluegreen Acquisition, largely driven by higher management fees partially offset by associated Resort and club management expense to support the higher revenues.

Resort and club management revenue increased $35 million for the three months ended March 31, 2024, compared to the same period in 2023. For the same period, Resort and club management revenue increased $11 million,

Table of Contents.

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

Resort and club management expenses increased by $12 million for the three months ended March 31, 2024, compared to the same period in 2023. For the same period, Resort and club management expenses increased $4 million, excluding the $8 million impact related to the Bluegreen Acquisition, primarily due to personnel related costs incurred to service the increased transactions for the period.

Rental and Ancillary Services


	Three Months Ended March 31,						Variance
($ in millions)	2024			2023			$		%
Rental revenues	$	169		$	147		$	22	15.0
Ancillary services revenues	12			11			1		9.1
Rental and ancillary services revenues	181			158			23		14.6
Rental expenses	163			143			20		14.0
Ancillary services expense	10			9			1		11.1
Rental and ancillary services expenses	173			152			21		13.8
Rental and ancillary services profit	$	8		$	6		$	2	33.3
Rental and ancillary services profit margin	4.4		%	3.8		%

Rental and ancillary services profit increased by $2 million for the three months ended March 31, 2024, compared to the same period in 2023. Rental and ancillary services profit increased $7 million, excluding the $5 million unfavorable impact related to the Bluegreen Acquisition, primarily due to an increase in ~~tour flow which correlates to the increases in marketing expense and VPG. VPG increased for the nine months ended September 30, 2017,~~occupied room nights compared to the same period in ~~2016 due to a 0.5 percent~~2023. Rental and ~~2.1 percent~~ancillary services expense increased consistently with the aforementioned increase in ~~close rate~~rental revenue.

Rental and ~~average transaction price, respectively.~~

Three Months Ended
September 30,

Variance

Nine Months Ended
September 30,

Variance

($ in millions)

2017

2016

$

%

2017

2016

$

%

Sales of VOIs, net

$
145

$
130

$
15

11.5
%

$
406

$
359

$
47

13.1
%
Sales, marketing, brand and other fees

127

136

(9
)

(6.6
)

401

382

19

5.0

Less:

Marketing revenue and other fees

34

32

2

6.3

109

87

22

25.3

Sales revenue

238

234

4

1.7

698

654

44

6.7

Less:

Cost of VOI sales

40

44

(4
)

(9.1
)

107

110

(3
)

(2.7
)
Sales and marketing expense, net⁽¹⁾

142

125

17

13.6

394

356

38

10.7

Real estate margin

$
56

$
65

$
(9
)

(13.8
)

$
197

$
188

$
9

4.8

Real estate margin percentage

23.5
%

27.8
%

28.2
%

28.7
%

⁽¹⁾	~~Includes revenue recognized through our marketing programs for existing owners and prospective first-time buyers.~~

~~Sales~~ancillary services revenue increased $23 million for the three months ended ~~September 30, 2017,~~March 31, 2024, compared to the same period in ~~2016,~~2023. Rental and ancillary services revenue increased $18 million, excluding the $5 million impact related to the Bluegreen Acquisition, primarily as a result of a $15 million increase in Sales of VOIs, net due to sales at our newly developed projects beginning in the fourth quarter of 2016, in Washington, DC and New York, NY. The increase in sales revenues was partially offset by (i) a decrease in commission and brand fees primarily due to a shift in sales mix from fee-for-service to developed projects, (ii) a decrease in commission rate received on fee-for-service due to project mix and (iii) higher sales and marketing expense due to an increase in ~~contract sales volume~~occupied room nights and ~~research and development costs to evaluate new markets.~~

~~Sales revenue increased for the nine months ended September 30, 2017,~~higher daily rates compared to the same period in ~~2016, primarily as a result of (i) a $47~~2023.

Rental and ancillary services expenses increased $21 million increase in Sales of VOIs, net due to sales at our newly developed projects beginning in the fourth quarter of 2016, in Washington, DC and New York, NY, (ii) a $10 million reduction of our expected redemptions of expired discounted vacation packages, (iii) an $8 million increase in the actual redemption of discounted vacation packages and (iii) a $3 million increase in title related service revenue. The increase in sales revenues was partially offset by (i) a decrease in commission and brand fees primarily due to a shift in sales mix from fee-for-service to developed projects, (ii) a decrease in commission rate received on fee-for-service due to project mix and (iii) higher sales and marketing expense due to an increase in contract sales volume and research and development costs to evaluate new markets.

~~Real estate margin and real estate margin percentage decreased~~ for the three months ended ~~September 30, 2017,~~March 31, 2024, compared to the same period in ~~2016, primarily as a result of an~~2023. Rental and ancillary services expenses increased $11 million, excluding the $10 million impact related to the Bluegreen Acquisition, Rental and ancillary services expense increased consistent with the aforementioned increase in ~~our marketing costs as a percentage of revenue~~rental revenue.

Other Operating Expenses


	Three Months Ended March 31,				Variance
($ in millions)	2024		2023		$		%
General and administrative	$	45	$	42	$	3	7.1
Depreciation and amortization	62		51		11		21.6
License fee expense	35		30		5		16.7
Impairment expense	2		—		2		100.0

General and ~~additional research and development costs to evaluate new markets. Real estate margin~~administrative expenses increased by $3 million for the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2024, compared to the same period in ~~2016, primarily as a result~~2023. Excluding the impact of the ~~increases in segment revenues, partially offset~~Bluegreen Acquisition, General and administrative expenses decreased $4 million primarily due to lower legal and professional fees and lower personnel related costs. Depreciation and amortization increased by ~~the aforementioned sales and marketing expenses. Real estate margin percentage was flat~~$11 million for the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2024, primarily due to certain assets acquired related to the Bluegreen Acquisition. License fee expense increased by $5 million for the three months ended March 31, 2024, when compared to the same period in ~~2016.~~

2023.

Table of Contents~~Financing~~

Three Months Ended
September 30,

Variance

Nine Months Ended
September 30,

Variance

($ in millions)

2017

2016

$

%

2017

2016

$

%

Interest income

$
33

$
31

$
2

6.5
%

$
97

$
91

$
6

6.6
%
Other financing revenue

5

3

2

66.7

12

9

3

33.3

Financing revenue

38

34

4

11.8

109

100

9

9.0

Consumer financing interest expense

6

3

3

100.0

16

9

7

77.8

Other financing expense

5

5

—

—

16

15

1

6.7

Financing expense

11

8

3

37.5

32

24

8

33.3

Financing margin

$
27

$
26

$
1

3.8

$
77

$
76

$
1

1.3

Financing margin percentage

71.1
%

76.5
%

70.6
%

76.0
%

Acquisition and Integration-Related Expense

~~Financing revenue increased~~


	Three Months Ended March 31,				Variance (1)
($ in millions)	2024		2023		$		%
Acquisition and integration-related expense	$	109	$	17	$	92	NM

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

Acquisition and integration-related costs for the three ~~and nine~~ months ended ~~September 30, 2017,~~March 31, 2023 include direct expenses related to the our recent acquisitions including integration costs, legal and other professional fees. Integration costs include technology-related costs, fees paid to management consultants, rebranding fees and employee-related costs such as severance and retention. For the three months ended March 31, 2024, acquisition and integration-related costs increased by $92 million when compared to the same ~~periods~~period in ~~2016,~~2023. The increase was primarily driven by costs associated with the recent acquisitions.

Non-Operating Expenses


	Three Months Ended March 31,				Variance (1)
($ in millions)	2024		2023		$		%
Interest expense	$	79	$	44	$	35	79.5
Equity in earnings from unconsolidated affiliates	(5)		(3)		(2)		66.7
Other loss (gain), net	5		(1)		6		NM
Income tax (benefit) expense	(11)		17		(28)		NM

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

The change in non-operating expenses for the three months ended March 31, 2024, compared to the same period in 2023, was primarily due to a decrease in income tax expense of $28 million, partially offset by an increase in interest expense of $35 million. For the three months ended March 31, 2024, the increase in interest expense was primarily due to an increase ~~of $2 million and $6 million, respectively,~~ in ~~interest income resulting from a higher~~the debt balance outstanding ~~timeshare financing receivables balance during~~used to fund the Bluegreen Acquisition. For the three ~~and nine~~ months ended ~~September 30, 2017. Financing margin percentage decreased for~~March 31, 2024, the ~~three and nine months ended September 30, 2017, compared~~decrease in income tax expense was driven by the overall change in our earnings.

Net income attributable to ~~the same periods in 2016, primarily due to higher non-recourse debt balance associated with the additional drawdown on our timeshare facility in December 2016. See Note 8:~~ ~~Debt & Non-recourse debt~~ noncontrolling interest

We include in our unaudited condensed consolidated financial statements ~~for additional information.~~

~~Resort Operations~~the results of operations and ~~Club Management Segment~~

~~Resort and Club Management~~

Three Months Ended
September 30,

Variance

Nine Months Ended
September 30,

Variance

($ in millions)

2017

2016

$

%

2017

2016

$

%

Club management revenue

$
22

$
21

$
1

4.8
%

$
63

$
60

$
3

5.0
%
Resort management revenue

15

12

3

25.0

45

38

7

18.4

Resort and club management revenues

37

33

4

12.1

108

98

10

10.2

Club management expense

7

5

2

40.0

18

15

3

20.0

Resort management expense

5

4

1

25.0

14

10

4

40.0

Resort and club management expenses

12

9

3

33.3

32

25

7

28.0

Resort and club management margin

$
25

$
24

$
1

4.2

$
76

$
73

$
3

4.1

Resort and club management margin percentage

67.6
%

72.7
%

70.4
%

74.5
%

~~Resort and club management revenues increased for~~financial condition of Big Cedar, the ~~three and nine months ended September 30, 2017, compared~~joint venture with HGV/Big Cedar Vacations, LLC in which HGV holds 51% equity interest. Net income attributable to noncontrolling interest is the portion of Big Cedar that is attributable to Big Cedar Vacations, LLC, which holds the remaining 49% equity interest. Net income attributable to the ~~same periods~~noncontrolling interest in 2016, primarily due to (i) an increase in resort management revenue from the launch of new properties subsequent to the third quarter of 2016 and (ii) an increase of approximately 19,000 in Club members resulting in higher annual dues and transaction fees. These increases were partially offset by higher resort and club management expenses due to an increase in costs for servicing additional Club members and properties. In addition, for the nine months ended September 30, 2017, the increases were partially offset by a one-time fee earned in 2016 on a prepaid contract.

Resort and club management margin increased for the three and nine months ended September 30, 2017, compared to the same periods in 2016, primarily due to the aforementioned increases in segment revenues, partially offset by an increase in segment expenses as a result of customer and company related initiatives. Resort and club management margin percentage decreased for the three and nine months ended September 30, 2017, compared to the same periods in 2016, primarily due to an increase in segment expenses as a result of customer and company related initiatives, partially offset by the aforementioned increases in segment revenues.

~~Rental and Ancillary Services~~

Three Months Ended
September 30,

Variance

Nine Months Ended
September 30,

Variance

($ in millions)

2017

2016

$

%

2017

2016

$

%

Rental revenues

$
39

$
35

$
4

11.4
%

$
120

$
116

$
4

3.4
%
Ancillary services revenues

6

6

—

—

18

19

(1
)

(5.3
)
Rental and ancillary services revenues

45

41

4

9.8

138

135

3

2.2

Rental expenses

25

23

2

8.7

73

67

6

9.0

Ancillary services expense

5

7

(2
)

(28.6
)

15

19

(4
)

(21.1
)
Rental and ancillary services expenses

30

30

—

—

88

86

2

2.3

Rental and ancillary services margin

$
15

$
11

$
4

36.4

$
50

$
49

$
1

2.0

Rental and ancillary services margin percentage

33.3
%

26.8
%

36.2
%

36.3
%

~~Rental and ancillary services revenues increased for~~Big Cedar was $2 million during the three months ended September 30, 2017, compared to the same period in 2016, primarily due to an increase of $4 million in rental revenues as a result of higher transient room and club inventory rentals at our developed and fee-for-service properties. Rental expenses increased by $2 million, offset by a decrease in ancillary expense.

Rental and ancillary services revenues increased for the nine months ended September 30, 2017, compared to the same period in 2016, primarily due to an increase of $4 million in rental revenues as a result of higher transient room and club inventory rentals at our developed and fee-for-service properties. The increases were partially offset by (i) a net increase of $2 million in rental expenses due to additional owners and new properties, (ii) a one-time insurance claim payment of $2 million received in 2016, and (iii) a reduction in access fees received due to higher quantity of access fees sold in 2016.

Rental and ancillary services margin increased for the three months ended September 30, 2017, compared to the same period in 2016, due to aforementioned increases in segment revenues and lower property subsidy expenses from operational savings. Rental and ancillary services margin was flat for the nine months ended September 30, 2017, compared to the same period in 2016.

~~Other Operating Expenses~~

March 31, 2024.

Three Months Ended
September 30,

Variance

Nine Months Ended
September 30,

Variance

($ in millions)

2017

2016

$

%

2017

2016

$

%

Unallocated general and administrative

$
23

$
17

$
6

35.3
%

$
75

$
44

$
31

70.5
%
Allocated general and administrative

—

7

(7
)

(100.0
)

—

17

(17
)

(100.0
)
General and administrative

$
23

$
24

(1
)

(4
)

$
75

$
61

$
14

23.0

Unallocated general and administrative expenses increased for the three and nine months ended September 30, 2017, compared to the same periods in 2016, primarily due to an increase in expenses relating to regulatory filings, professional fees and other costs as a result of becoming an independent publicly traded company. Allocated general and administrative were expenses allocated to us from Hilton relating to the spin-off which was completed on January 3, 2017.

Three Months Ended
September 30,

Variance

Nine Months Ended
September 30,

Variance

($ in millions)

2017

2016

$

%

2017

2016

$

%

Depreciation and amortization

$
7

$
6

$
1

16.7
%

$
21

$
17

$
4

23.5
%
License fee expense

22

22

—

—

65

61

4

6.6

Depreciation and amortization expense increased for the three and nine months ended September 30, 2017, compared to the same periods in 2016, primarily due to asset transfers from Hilton during the fourth quarter of 2016, some of which we hold as property and equipment for future conversion into inventory. The increase in license fee expense for the nine months ended September 30, 2017 was as a result of the increase in revenues.

~~Non-Operating Expenses~~

Three Months Ended
September 30,

Variance

Nine Months Ended
September 30,

Variance

($ in millions)

2017

2016

$

%

2017

2016

$

%

Gain on foreign currency transactions

$
(1
)

$
(1
)

$
—

—

$
(1
)

$
(2
)

$
1

(50.0
)%
Allocated Parent interest expense

—

7

(7
)

(100.0
)

—

20

(20
)

(100.0
)
Interest expense

7

—

7

NM⁽¹⁾

21

—

21

NM⁽¹⁾

Other loss, net

—

—

—

—

—

1

(1
)

(100.0
)
Income tax expense

28

33

(5
)

(15.2
)

87

98

(11
)

(11.2
)
Equity in earnings from unconsolidated affiliate

(1
)

—

(1
)

NM⁽¹⁾

(1
)

—

(1
)

NM⁽¹⁾

⁽¹⁾	~~Fluctuation in terms of percentage change is not meaningful.~~

~~The Allocated Parent interest expense relates to an unconditional obligation to guarantee certain Hilton allocated debt balances which was released in November 2016.~~

The increase in interest expense for the three and nine months ended September 30, 2017, compared to the same periods in 2016 is directly related to the financing transactions closed during and subsequent to the fourth quarter of 2016.

Income tax expense decreased for the three and nine months ended September 30, 2017, compared to the same periods in 2016, primarily due to a decrease in the cumulative installment sale interest liability.

~~Equity in earnings from unconsolidated affiliate relates to our 25 percent interest in BRE Ace LLC. See Note 7:~~ ~~Investment in unconsolidated affiliate~~ ~~in our unaudited condensed consolidated financial statements for additional information.~~

Liquidity and Capital Resources

Overview

~~Prior~~

Our cash management objectives are to maintain the ~~fourth quarter~~availability of ~~2016, any net cash generated by our business has been transferred to Hilton, where it has been centrally managed. Transfers of cash to~~liquidity, minimize operational costs, make debt payments and ~~from Hilton have been reflected as a component of~~ ~~Net transfers (to) from Parent~~ ~~in our condensed consolidated statements of cash flows.~~

~~As of September 30, 2017, we had total cash~~fund future acquisitions and cash equivalents of $284 million, including $58 million of restricted cash. The restricted cash balance relates to escrowed cash from our sales of our VOIs and consumer financing receivables pledged to our non-recourse revolving timeshare receivable credit facility or securitizations.

development projects. Our known short-term liquidity requirements primarily consist of funds necessary to pay for operating expenses and other expenditures, including payroll and related benefits, legal costs, operating costs associated with the operation of our resorts and sales centers, interest and scheduled principal payments on our outstanding indebtedness, inventory-related purchase commitments, and capital expenditures for renovations and maintenance at our offices and sales centers. Our long-term liquidity requirements primarily consist of funds necessary to pay for scheduled debt maturities, inventory-related purchase commitments and costs associated with potential acquisitions and development ~~projects.~~

projects, including rebranding.

Table of Contents.

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

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

•As of March 31, 2024, we had total cash and cash equivalents of $355 million and restricted cash of $323 million. Restricted cash primarily consists of escrow deposits received on VOI sales and reserves related to non-recourse debt.

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

•As of March 31, 2024, we had an aggregate of $460 million remaining borrowing capacity under our Timeshare Facility. Of this amount, we have $455 million of mortgage notes that are available to be securitized and another $321 million of mortgage notes that we expect will become eligible as soon as they meet typical milestones including receipt of first payment, deeding, or recording. The Grand Islander Timeshare Facility was terminated as of March 31, 2024.

•As of March 31, 2024, we had $70 million in junior subordinated debentures outstanding, which we subsequently paid down in April 2024. See Note 11: Debt & Non-recourse Debt for more information.

We believe that ~~this cash will~~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 ~~adequate to meet anticipated requirements for operating expenses~~strategically opportunistic in the marketplace. As of March 31, 2024, there are no future inventory commitments, and other expenditures, including payroll and related benefits, legal costs and capital expenditures for the foreseeable future. The objectives of our cash management policy are to maintain the availability of liquidity, minimize operational costs, make debt payments and fund future acquisitions and development projects. Further, we have ~~an investment policy that is focused on the preservation of capital and maximizing the return on~~not entered into new ~~and existing investments.~~

arrangements with developers.

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

($ in millions)

2017

2016

$

%

Net cash provided by (used in):

Operating activities⁽²⁾

$
299

$
133

$
166

NM⁽¹⁾

Investing activities

(77
)

(21
)

(56
)

NM⁽¹⁾

Financing activities⁽²⁾

(89
)

(94
)

5

(5.3
)

⁽¹⁾	~~Fluctuation in terms of percentage change is not meaningful.~~

⁽²⁾	~~Reflects the adoption of Accounting Standards Update (“ASU”) No. 2016-18, (“ASU 2016-18”)~~ ~~Statement of Cash Flows (Topic 230): Restricted Cash.~~ ~~See Note 2:~~ ~~Significant Accounting Policies~~ ~~in our unaudited condensed consolidated financial statements for further discussion.~~


	Three Months Ended March 31,				Variance
($ in millions)	2024		2023		$
Net cash provided by (used in):
Operating activities	$	—	$	26	$	(26)
Investing activities	(1,473)		(11)		(1,462)
Financing activities	1,272		183		1,089

Operating Activities

Cash flow provided by operating activities is primarily generated from (1) sales and financing of VOIs and (2) net cash generated from managing our resorts, Club operations and providing related rental and ancillary services. Cash flows ~~used in~~provided by operating activities primarily include ~~spending for the acquisition of inventory, development of new phases of existing resorts and~~ funding our working capital ~~needs.~~needs and purchase of VOI inventory, including the purchase and development of real estate for future conversion to inventory. Our cash flows from operations generally vary due to the following factors related to the sale of our ~~VOIs:~~VOIs; the degree to which our owners finance their purchase and our owners’ repayment of timeshare financing receivables; the timing of management and sales and marketing services provided; and cash outlays for VOI inventory acquisition and development. Additionally, cash flow from operations will also vary depending upon our sales mix of VOIs; over time, we generally receive more cash from the sale of an owned VOI as compared to that from a fee-for-service sale.

~~Net~~

The change in net cash ~~flows~~ provided by operating activities ~~increased by $166 million during~~for the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2024, compared to the same period in ~~2016,~~2023 was primarily asdue to purchase of inventory from a ~~result of improved operating results~~third party developer, increases in ~~the real estate sales and financing segment and increased sources of~~ cash utilized for working capital, ~~requirements. In addition, as permitted by~~and a decrease in net income during the ~~federal government pursuant to a tax relief program for regions impacted by Hurricane Irma, we deferred our estimated federal tax payment until the first quarter of 2018.~~

Capital efficiency allows us to reduce inventory investment requirements and to generate growth in revenues and cash flows. Over a short-term period, depending on the timing of inventory spend, our capital efficiency may vary; however, over the long-term, we generally target a 50/50 mix of owned and fee-for-service inventory, which we expect will allow us to expand partner relationships and to provide a strong inventory supply without the upfront capital investment. In addition, we continue to move towards more just-in-time owned inventory sourcing arrangements that we expect to also drive capital efficiency. The change for the ninethree months ended September 30, 2017, compared to the same period in 2016, is primarily due to reduced inventory spending while maintaining a consistent sales pace and fewer fee-for-service upgrades. However, over the long-term, we consider a ratio of VOI inventory spend to cost of VOI sales of 1:1 to be indicative of capital efficiency.

~~The following is a summary of our Capital Efficiency Ratio:~~

Nine Months Ended September 30,

($ in millions)

2017

2016

VOI spending - owned properties

$
31

$
62

VOI spending - fee-for-service upgrades

41

65

Total VOI inventory spending⁽¹⁾

$
72

$
127

Cost of VOI sales⁽¹⁾

$
107

$
110

Capital Efficiency Ratio

1.5

0.9

⁽¹⁾	Includes costs of VOI sales related to the cost of reacquiring inventory that we have developed from existing owners upgrading into fee-for-service projects. Excludes non-cash asset transfers from Hilton and non-cash inventory accruals.

March 31, 2024.

~~Investing Activities~~

The following table summarizes our ~~net cash used in investing activities:~~

VOI inventory spending:

Nine Months Ended September 30,

Variance

($ in millions)

2017

2016

$

%

Capital expenditures for property and equipment

$
(25
)

$
(16
)

$
(9
)

56.3
%
Software capitalization costs

(12
)

(5
)

(7
)

NM⁽¹⁾

Investment in unconsolidated affiliate

(40
)

—

(40
)

NM⁽¹⁾

Net cash used in investing activities

$
(77
)

$
(21
)

$
(56
)

NM⁽¹⁾


	Three Months Ended March 31,
($ in millions)	2024		2023
VOI spending - owned properties(1)	$	72	$	146
VOI spending - fee-for-service upgrades(2)	—		4
Purchases and development of real estate for future conversion to inventory	33		2

Total VOI inventory spending	$	105	$	152

⁽¹⁾	~~Fluctuation in terms of percentage change is not meaningful.~~

Table of Contents.

(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

Our capital expenditures include spending related to technology and buildings and leasehold improvements used to support sales and marketing locations, resort operations and corporate activities. We believe the renovations of our existing assets are necessary to stay competitive in the markets in which we operate.

~~Financing Activities~~

~~The following table summarizes our net~~

Net cash used in ~~financing activities:~~

Nine Months Ended September 30,

Variance

($ in millions)

2017

2016

$

%

Issuance of non-recourse debt

$
350

$
—

$
350

NM⁽¹⁾

Repayment of non-recourse debt

(428
)

(85
)

(343
)

NM⁽¹⁾

Repayment of debt

(7
)

—

(7
)

NM⁽¹⁾

Debt issuance costs

(5
)

(6
)

1

(16.7
)%
Allocated Parent debt activity

—

111

(111
)

(100.0
)
Net transfers to Parent⁽²⁾

—

(114
)

114

(100.0
)
Proceeds from stock option exercises

1

—

1

NM⁽¹⁾

Net cash used in financing activities

$
(89
)

$
(94
)

$
5

(5.3
)

⁽¹⁾	~~Fluctuation in terms of percentage change is not meaningful.~~

investing activities was $1,473 million for the three months ended March 31, 2024 compared to $11 million for the same period in 2023. The increase was primarily due to the Bluegreen Acquisition and increased capital expenditures.

⁽²⁾	~~All transactions between HGV and Hilton have been settled in connection with the spin-off.~~

Financing Activities

~~The change in net~~

Net cash ~~used in~~provided by financing activities for the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2024 was $1,272 million compared to net cash provided by financing activities of $183 million for the same period in ~~2016,~~2023. The increase was primarily due to ~~our financing transactions that occurred in the first quarter~~net proceeds from debt of ~~2017. During the nine months ended September 30, 2017, we issued $350~~$1,667 million, inoffset by net repayments of non-recourse ~~securitized~~ debt ~~and paid $5~~of $519 million, in$39 million of other debt issuance ~~costs. The proceeds received from the non-recourse securitized debt were used~~costs, and $14 million increase in share repurchases when compared to ~~pay down a portion of our timeshare facility. We also paid $7 million of the principal amount of the senior secured term loan. See Note 8:~~ ~~Debt & Non -recourse debt~~ ~~in our unaudited condensed consolidated financial statements for further discussion. Additionally, following the spin-off date we no longer receive transfers from Hilton.~~

2023.

Contractual Obligations

~~The following table summarizes our significant contractual obligations as of September 30, 2017:~~

Payments Due by Period

($ in millions)

Total

Less Than 1
Year

1-3 Years

3-5 Years

More Than 5
Years

Debt⁽¹⁾

$
650

$
35

$
69

$
206

$
340

Non-recourse debt⁽¹⁾

652

147

348

100

57

Purchase commitments

208

3

196

9

—

Total contractual obligations

$
1,510

$
185

$
613

$
315

$
397

⁽¹⁾	~~Includes principal, as well as estimated interest payments. For our variable-rate debt, we have assumed a constant 30-day LIBOR rate of 1.23 percent as of September 30, 2017.~~

~~As of September 30, 2017, our contractual obligations relating~~Our commitments primarily relate to ~~our operating leases have not materially changed from what was reported in our Annual Report on Form 10-K for the year ended December 31, 2016.~~

~~Off-Balance Sheet Arrangements~~

~~Our off-balance sheet arrangements as of September 30, 2017 consisted of $208 million of certain commitments~~agreements with developers ~~whereby we have committed~~ to purchase or construct vacation ownership units, ~~at a future date~~operating leases, and obligations associated with our debt, non-recourse debt and the related interest. As of March 31, 2024, we were committed to approximately $8,947 million in contractual obligations over 11 years, $654 million of which will be ~~marketed and sold under~~fulfilled in the ~~Hilton Grand Vacations brand.~~remainder of 2024. The ultimate amount and timing of ~~the acquisitions~~certain commitments is subject to change pursuant to the terms of the respective arrangements, which could also allow for cancellation in certain circumstances. See Note ~~15:~~ 18: Commitments and Contingencies and Note 11: Debt and Non-recourse Debt for additional information.

We utilize surety bonds related to the sales of VOIs in order to meet regulatory requirements of certain states. The availability, terms and conditions and pricing of such bonding capacity are dependent on, among other things, continued financial strength and stability of the insurance company affiliates providing the bonding capacity, general availability of such capacity and our ~~unaudited condensed consolidated financial statements for a discussion~~corporate credit rating. We have commitments from surety providers in the amount of $503 million as of March 31, 2024, which primarily consist of escrow, construction and subsidy related bonds.

Guarantor Financial Information

Certain subsidiaries, which are listed on Exhibit 22 of this Quarterly Report on Form 10-Q, have guaranteed our ~~off-balance sheet arrangements.~~

~~Subsequent Events~~

~~On October 13, 2017, we acquired~~obligations related to our senior unsecured 2029 Notes, 2031 and 2032 Notes (together, “the Notes”). The 2029 Notes were issued in June 2021 with an ~~83-unit, ski-in mountain lodge~~aggregate principal balance of $850 million, an interest rate of 5.000%, and maturity in ~~Park City, Utah, known as “The Sunrise Lodge, a~~June 2029. The 2031 Notes were issued in June 2021 with an aggregate principal balance of $500 million, an interest rate of 4.875%, and maturity in July 2031. The 2032 Notes were issued in January 2024 with an aggregate principal balance of $900 million, an interest rate of 6.625%, and maturity in January 2032.

The Notes were co-issued by Hilton Grand Vacations ~~Club.” Prior~~Borrower LLC and Hilton Grand Vacations Borrower Inc. (the “Issuers”) and are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by Hilton Grand Vacations Inc. (the “Parent”), Hilton Grand Vacations Parent LLC, the Issuers, and each of the Issuer’s existing and future wholly owned domestic restricted subsidiaries (all entities that guarantee the Notes, collectively, the “Obligor group”).

The Notes rank equally in right of payment with all of the Issuers’ and each guarantor’s existing and future senior indebtedness, are subordinated to all of the Issuers’ and guarantors’ existing and future secured indebtedness to the ~~acquisition, HGV was providing marketing, sales~~extent of the value of the collateral securing such indebtedness, including the Senior Secured Credit Facilities, rank senior in right of payment to all of the Issuers’ and ~~resort management services~~guarantors’ future subordinated indebtedness and other obligations that expressly provide for their subordination to the ~~seller Sunrise Park City, LLC under~~notes and the related guarantees, and are structurally subordinated to all existing and future indebtedness claims of holders of preferred stock and other liabilities of the Issuer’s subsidiaries that do not guarantee the Notes.

The guarantee of each guarantor subsidiary is limited to a ~~fee-for-service agreement.~~

maximum amount, subject to applicable U.S. and non-U.S. laws. The guarantees can also be released upon the sale or transfer of a guarantor subsidiary’s capital stock or substantially all of its assets, becoming designated as an unrestricted subsidiary, or upon its consolidation into a co-Issuer or another subsidiary Guarantor.

Table of Contents.

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

Summarized Financial Information


($ in millions)	March 31, 2024
Assets
Cash and cash equivalents	$	163
Restricted cash	170
Accounts receivable, net - due from non-guarantor subsidiaries	178
Accounts receivable, net - due from related parties	4
Accounts receivable, net - other	338
Timeshare financing receivables, net	778
Inventory	1,315
Property and equipment, net	748
Operating lease right-of-use assets, net	67
Investments in unconsolidated affiliates	76
Goodwill	1,420
Intangible assets, net	1,129

Other assets	508
Total assets	$	6,894

Liabilities
Accounts payable, accrued expenses and other - due from non-guarantor subsidiaries	$	178
Accounts payable, accrued expenses and other - other	837
Advanced deposits	174
Debt, net	5,071
Operating lease liabilities	83
Deferred revenue	225
Deferred income tax liabilities	566
Total liabilities	$	7,134


($ in millions)	Three Months Ended March 31, 2024
Total revenues - transactions with non-guarantor subsidiaries	$	10
Total revenues - other	767
Operating loss	(5)
Net loss	(48)

Subsequent Events

On April 25, 2024, we completed a $240 million securitization of legacy Bluegreen Vacations timeshare loans through Hilton Grand Vacations Trust 2024-1B with an overall weighted average interest rate of 6.42% and an overall advance rate of 90.50%. The proceeds will primarily used to pay down debt and for other general corporate purposes.

Critical Accounting Policies and Estimates

The preparation of our unaudited condensed consolidated financial statements in accordance with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts and related disclosures. We have discussed those policies and estimates that we believe are critical and require the use of complex judgment in their application in our Annual Report on Form 10-K for the year ended December 31, ~~2016. Since the date~~2023.

Table of ~~our Annual Report on Form 10-K, there have been no material changes to our critical accounting policies or the methods or assumptions we apply under them.~~

Contents.

~~ITEM 3.~~

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risk from changes in interest rates and currency exchange ~~rates and debt prices.~~rates. We manage our exposure to these risks by monitoring available financing alternatives and through pricing policies that may take into account currency exchange rates. Our exposure to market risk has not materially changed from what we previously disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~

~~Interest Rate Risk~~

We are exposed to interest rate risk on our variable-rate debt, comprised of the term loans and our timeshare facility, of which the timeshare facility is without recourse to us. The interest rate is based on one-month LIBOR and we are most vulnerable to changes in this rate.

We intend to securitize timeshare financing receivables in the asset-backed financing market periodically. We expect to secure fixed rate funding to match our fixed rate timeshare financing receivables. However, if we have floating rate debt in the future, we will monitor the interest rate risk and evaluate opportunities to mitigate such risk through the use of derivative instruments.

To the extent we utilize variable rate indebtedness in the future, any increase in interest rates beyond amounts covered under any corresponding derivative financial instruments, particularly if sustained, could have an adverse effect on our net income, cash flows and financial position. Hedging transactions we enter into may not adequately mitigate the adverse effects of interest rate increases or that counterparties in those transactions will honor their obligations.

The following table sets forth the contractual maturities, weighted average interest rates and the total fair values as of September 30, 2017, for our financial instruments that are materially affected by interest rate risk:

Maturities by Period

($ in millions)

Weighted
Average
Interest
Rate⁽¹⁾

2017

2018

2019

2020

2021

There-
after

Total⁽²⁾

Fair
Value

Assets:

Fixed-rate securitized timeshare
financing receivables

11.901
%

$
19

$
76

$
75

$
72

$
67

$
197

$
506

$
595

Fixed-rate unsecuritized timeshare
financing receivables

12.272
%

28

56

60

65

70

408

687

799

Liabilities:⁽³⁾

Fixed-rate debt

3.836
%

30

134

99

120

32

374

789

817

Variable-rate debt⁽⁴⁾

3.103
%

3

10

139

10

160

—

322

326

⁽¹⁾	~~Weighted average interest rate as of September 30, 2017.~~

2023.

⁽²⁾	~~Amount excludes unamortized deferred financing costs.~~

⁽³⁾	~~Includes debt and non-recourse debt.~~

⁽⁴⁾	~~Variable-rate debt includes principal outstanding debt of $193 million and non-recourse debt of $129 million as of September 30, 2017. See Note 8:~~ ~~Debt & Non-recourse debt~~ ~~in our unaudited condensed consolidated financial statements for additional information.~~

~~Foreign Currency Exchange Rate Risk~~

Though the majority of our operations are conducted in United States dollar (“U.S. dollar”), we are exposed to earnings and cash flow volatility associated with changes in foreign currency exchange rates. Our principal exposure results from our timeshare financing receivables denominated in Japanese yen, the value of which could change materially in reference to our reporting currency, the U.S. dollar. A 10 percent increase in the foreign exchange rate of Japanese yen to U.S. dollar would increase our gross timeshare financing receivables by less than $1 million.

~~ITEM 4.~~

ITEM 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) or our internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of the controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error and mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of effectiveness of controls and procedures to future periods are subject to the risk that the controls and procedures may become inadequate because of changes in conditions, or that the degree of compliance with the controls and procedures may have deteriorated.

In accordance with Rule 13a-15(b) of the Exchange Act, as of the end of the period covered by this Quarterly Report on Form 10-Q, ~~we evaluated,~~an evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, ~~the effectiveness~~ of the ~~design and operation~~effectiveness of our disclosure controls and ~~procedures (as such term~~procedures. Based on that evaluation, and due to the previously identified material weakness in our internal controls over financial reporting that is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), and management necessarily applied its judgment in assessing the costs and benefits of such controls and procedures,described below, which by their nature, can provide only reasonable assurance about management’s control objectives. Our disclosure controls and procedures have been designed to provide reasonable assurance of achieving the desired control objectives. However, you should note that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and we cannot assure you that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. Based upon the foregoing evaluation,still being remediated, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of March 31, 2024.

As previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 29, 2024, we identified a material weakness in our internal controls over financial reporting for the year ended December 31, 2023, related to ineffectively designed general information technology controls over user access for an IT application used to initiate revenue and ~~operating~~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 ~~provide reasonable assurance that we record, process, summarize~~our current year financial statements, no restatements of prior period financial statements and ~~report the information we are~~no changes in previously released financial results required ~~to disclose in the reports that we file or submit under the Exchange Act within the time periods specified in the rules and forms~~as a result of the ~~SEC, and~~control deficiencies.

Notwithstanding the previously identified material weakness, which continues to ~~provide reasonable assurance that we accumulate and communicate such information to our~~be remediated, management, including our Chief Executive Officer and Chief Financial Officer, believes the unaudited condensed consolidated financial statements in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with U.S. GAAP.

Ongoing Remediation Efforts to Address the Previously Identified Material Weakness

Management continues to execute its previously disclosed remediation plan that includes a comprehensive review of user access and levels across all software platforms, updating software as appropriate, updating and confirming appropriate user access levels, enhancing and revising the design of existing information technology controls and procedures, and adding additional controls and processes, as necessary to ~~allow timely decisions about required disclosure.~~

support internal controls over financial reporting.

The previously identified material weakness will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. We expect that the material weakness will be remediated by the end of 2024.

Changes in Internal ~~Control~~Controls Over Financial Reporting

~~There~~

On January 17, 2024, we completed the Bluegreen Acquisition which was accounted for as a business combination. We are currently in the process of assessing Bluegreen’s internal controls over financial reporting and integrating Bluegreen with our existing internal controls over financial reporting. Other than with respect to the

Table of Contents.

remediation efforts described above in connection with the previously identified material weakness, there were no other changes in our internal ~~control~~controls over financial reporting during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal ~~control~~controls over financial reporting.

PART II OTHER INFORMATION

~~Item 1.~~

Item 1. Legal Proceedings

Currently, and from time to time, we are ~~involved~~subject to claims in ~~litigation~~legal proceedings arising ~~from~~in the normal course of business, ~~some of which includes claims for substantial sums. Management has also identified certain other~~including, among others, legal ~~matters where we believe an unfavorable outcome is reasonably possible and/or~~proceedings for which ~~no estimate~~we accrue liabilities as discussed in Note 18: Commitments and Contingencies, to our unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q. Related to the Legacy-Diamond business, an appeal for judgment was rendered in favor of ~~possible losses can be made.~~ the plaintiffs in November 2023 (with the California Supreme Court rejecting further appeals in February 2024) related to a personal injury lawsuit, O’Malley et al. v. Diamond Resorts Management, Inc., which was filed against Diamond in 2015. As of March 31, 2024, the judgment of approximately $104 million was satisfied. Of this $104 million, we made a payment of approximately $50 million and our insurance policies covered the remaining $54 million.

While ~~the ultimate results of claims and litigation cannot be predicted with certainty,~~ we ~~expect~~presently believe that the ultimate ~~resolution~~outcome of ~~all pending~~any currently known proceedings, individually and in the aggregate, will not materially harm our financial position, cash flows, or ~~threatened claims~~overall trends in results of operations, legal proceedings are inherently uncertain, and ~~litigation as of September 30, 2017 will not~~unfavorable rulings could, individually or in the aggregate, have a material adverse effect on our ~~condensed consolidated results of operations,~~business, financial ~~position~~condition, or ~~cash flows.~~

operating results.

~~Item 1A.~~

Item 1A. Risk Factors

~~Set forth below are the~~

As of March 31, 2024, there have been no material changes tofrom the risk factors ~~discussed~~previously disclosed in Item 1A of Part 1I of ~~the~~our Annual Report on Form 10-K for the year ended December 31, ~~2016. In addition~~2023. These risk factors may be important to ~~the other information set forth~~understanding statements in ~~this Quarterly Report on~~the Form 10-Q ~~you~~and should ~~carefully consider~~be read in conjunction with the ~~risk factors discussed below~~condensed consolidated financial statements and related notes in Part I, Item ~~1A of~~1, "Financial Statements" and Part 1, Item 2, "Management's Discussion and Analysis of ~~the Annual Report on~~Financial Condition and Results of Operations" of this Form ~~10-K for the year ended December 31, 2016, which could materially and adversely affect our business, financial condition, results of operations and stock price.~~ 10-Q.

The risks described below and in the Annual Report on Form 10-K are not the only risks facing HGV. Additional risks and uncertainties not presently known to management or that management presently believes not to be material may also result in material and adverse effects on our business, financial condition, results of operations and stock price.

Partnership or joint venture investments could be adversely affected by our lack of sole decision-making authority, our reliance on partners’ or co-venturers’ financial condition, disputes between us and our partners or co-venturers and our obligation to guaranty certain obligations beyond the amount of our investments.

We may co-invest in the future with other third parties through partnerships, joint ventures or other entities, acquiring non-controlling interests in, or sharing responsibility for managing the affairs, of a timeshare property, partnership, joint venture or other entity. For example, we recently entered into the Joint Venture Agreement with BRE Ace Holdings, an affiliate of Blackstone, pursuant to which we acquired a non-managing 25 percent interest in BRE Ace LLC, which owns a 1,201-key timeshare resort property and related operations, commonly known as “Elara, by Hilton Grand Vacations,” located in Las Vegas, Nevada (the “Elara Joint Venture.”) Consequently, with respect to any such third-party arrangements, we would not be in a position to exercise sole decision-making authority regarding the property, partnership, joint venture or other entity, and may, under certain circumstances, be exposed to risks not present if a third party were not involved, including the possibility that partners or co-venturers might become bankrupt or fail to fund their share of required capital contributions, and we may be forced to make contributions to maintain the value of the property. Such investments may also have the potential risk of impasses on decisions, such as a sale, because neither we nor the partner or co-venturer may have full control over the partnership or joint venture. We and our respective partners or co-venturers may each have the right to trigger a buy-sell right or forced sale arrangement, which could cause us to sell our interest, or acquire our partners’ or co-venturers’ interest, or to sell the underlying asset, either on unfavorable terms or at a time when we otherwise would not have initiated such a transaction. In addition, a sale or transfer by us to a third party of our interests in the partnership or joint venture may be subject to consent rights or rights of first refusal in favor of our partners or co-venturers, which would in each case restrict our ability to dispose of our interest in the partnership or joint venture. For example, our joint venture partner in the Elara Joint Venture generally has exclusive authority to manage the business and affairs of the Elara Joint Venture, and has the discretion to call for additional capital contributions at any time. In addition, it has certain rights to transfer or sell some or all of its interests in the Elara Joint Venture and/or the Property without our consent or, in certain situations, require us to sell our interests at the same time, while we are not permitted to sell or transfer our interest without their consent. Any or all of these factors could adversely affect the value of our investment, our ability to exit, sell or dispose of our investment at times that are beneficial to us, or our financial commitment to maintaining our interest in the joint ventures.

Our joint ventures may be subject to debt and the refinancing of such debt, and we may be required to provide certain guarantees or be responsible for the full amount of the debt in certain circumstances in the event of a default beyond the amount of our equity investment. Our joint venture partners may take actions that are inconsistent with the interests of the partnership or joint venture, or in violation of the financing arrangements and trigger our guaranty, which may expose us to substantial financial obligation and commitment that are beyond our ability to fund. In addition, partners or co-venturers may have economic or other business interests or goals that are inconsistent with our business interests or goals and may be in a position to take action or withhold consent contrary to our policies or objectives. In some instances, partners or co-venturers may have competing interests in our markets that could create conflict of interest issues. Disputes between us and partners or co-venturers may result in litigation or arbitration that would increase our expenses and prevent our officers from focusing their time and effort on our business. Consequently, actions by or disputes with partners or co-venturers might result in subjecting assets owned by the partnership or joint venture to additional risk. In addition, we may, in certain circumstances, be liable for the actions of our third-party partners or co-venturers.

A significant percentage of our revenue is derived from our fee-for-service agreements with respect to two properties that are owned by a third party, and any termination of such arrangements could have a materially adverse impact on our revenues and financial results.

We derived approximately 20 percent and 14 percent of our revenues for the quarter and nine months ended September 30, 2017, respectively, from fee-for-service fees with respect two of our properties that are owned single third party and for which we have entered into fee-for-service agreements. If these fee-for-service agreements are terminated by the property owner, if one or both properties are sold to another party without the continuation of such arrangement, or if there is any occurrence or existence of any adverse economic development, adverse acts of natural or manmade disasters, or any other conditions (as more fully described in our Risk Factors contained in our Annual Report on Form 10-K for the year ended December 31, ~~2017, as updated~~2023, contain forward-looking statements, and they may not be the only risks facing the Company. The future business, results of operations and financial condition of the Company can be affected by the risk factors described in such reports and by other factors currently unknown, that management presently believes not to be material, that management has made certain forward-looking projections, estimates or assumptions on, or that may rapidly evolve, develop or change. Any one or more of such factors could, directly or indirectly, cause our actual financial condition and results of operations to vary materially and adversely from ~~time to time) that negatively~~past, or ~~disproportionately adversely affects either or both~~from anticipated future financial condition and results of operations. Any of these ~~two properties,~~factors, in whole or in part, could materially and adversely affect our ~~revenues,~~business, results of operations and financial condition and the trading price of our common stock. Because of these factors affecting our financial condition, key business operational metrics, and operating results, ~~and our~~past financial performance ~~could~~should not be ~~materially adversely impacted.~~

considered to be a reliable indicator of future performance, and investors should not use historical trends to anticipate results or trends in future periods.

~~Item 2.~~

~~Unregistered Sales of Equity Securities and Use of Proceeds~~

~~None.~~

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities

On May 3, 2023, our Board of Directors approved a new share repurchase program authorizing the Company to repurchase up to an aggregate of $500 million of its outstanding shares of common stock over a two-year period (the "2023 Repurchase Plan"). The 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 the respective plan terms.

During the three months ended March 31, 2024, we repurchased the following shares:


Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under Plans
January 1 - January 31, 2024	1,005,992	$	41.50	1,005,992	$	318,055,017
February 1 - February 29, 2024	804,655	43.48		804,655	283,053,701
March 1 - March 31, 2024	499,014	45.43		499,014	260,371,732
Total	2,309,661	$	43.04	2,309,661

Table of Contents.

From April 1, 2023 through April 30, 2024, we repurchased approximately 1.1 shares for $47 million. As of April 30, 2024, we had $213 million of remaining availability under the 2023 Repurchase Plan.

~~Item 3.~~

Item 3. Defaults Upon Senior Securities

None.

~~Item 4.~~

Item 4. Mine Safety Disclosures

Not applicable.

~~Item 5.~~

Item 5. Other Information

None.

Table of Contents.

Item 6. Exhibits

~~Item 6.~~
Exhibit No.			E~~xhibits~~

~~Exhibit~~ ~~No.~~	Description

3.1		Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the ~~Company’s~~Registrant’s Current Report on Form 8-K (File No. 001-37794) filed on March 17, 2017).

3.2		Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the ~~Company’s~~Registrant’s Current Report on Form 8-K (File No. 001-37794) filed on March 17, 2017).

~~10.1~~ 3.3		~~Amended and Restate Limited Liability Company Agreement~~Certificate of ~~BRE Ace LLC, a Delaware limited liability company, dated as~~Designation of ~~July 18, 2017~~Series A Junior Participating Preferred Stock of Hilton Grand Vacations Inc. (incorporated by reference to Exhibit ~~10.1~~3.1 to ~~Hilton Grand Vacation Inc.’s~~the Registrant’s Current Report on Form 8-K (File No. 001-37794) filed on ~~July 21, 2017)~~April 16, 2020).

4.1		Indenture, dated as of January 17, 2024, among Hilton Grand Vacations Inc., Hilton Grand Vacations Borrower Inc., Hilton Grand Vacations Borrower LLC, Hilton Grand Vacations Parent LLC, the Subsidiary Guarantors a party thereto and Wilmington Trust, National Association, as Trustee and Notes Collateral Agent. (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No. 001-37794) filed on January 17, 2024).
~~11.1~~
4.2		~~Statement regarding computation~~Form of ~~earnings per share. See condensed consolidated statements of operations~~6.625% Note due 2032 (included in Exhibit 4.1) (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on ~~page 3 of this~~ Form ~~10-Q.~~8-K (File No. 001-37794) filed on January 17, 2024).

10.1		Amendment No. 4 to the Credit Agreement, dated as of January 17, 2024, by and among Hilton Grand Vacations Parent LLC, Hilton Grand Vacations Borrower LLC, the guarantors party thereto, the lenders party thereto and Bank of America, N.A., as the administrative agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-37794) filed on January 17, 2024).
~~31.1~~
10.2		Third Amendment to Amended and Restated License Agreement, dated as of January 16, 2024, by and between Hilton Worldwide Holdings Inc. and Hilton Grand Vacations Inc. (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 001-37794) filed on January 17, 2024).

10.3*		Omnibus Amendment No. 2 To Amended and Restated Receivables Loan Agreement Amendment No. 1 To Amended and Restated Sale and Contribution Agreement Amendment No. 1 To Master Transfer Agreement Amendment No. 1 To Amended and Restated Custody Agreement

10.4*		Hilton Grand Vacations Inc. 2023 Omnibus Incentive Plan.

10.5*		Form of Special Transaction Incentive Performance Cash Award Agreement under the Hilton Grand Vacations Inc. 2023 Omnibus Incentive Plan.

10.6*		Form of Special Transaction Incentive Performance Cash Award Agreement (for the CEO) under the Hilton Grand Vacations Inc. 2023 Omnibus Incentive Plan.

10.7*		Form of Special Transaction Incentive Performance- and Service-Based Restricted Stock Unit Agreement under the Hilton Grand Vacations Inc. 2023 Omnibus Incentive Plan.

10.8*		Form of Special Transaction Incentive Performance- and Service-Based Restricted Stock Unit Agreement (for the CEO) under the Hilton Grand Vacations Inc. 2023 Omnibus Incentive Plan.

31.1*		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Table of Contents.



~~31.2~~ 31.2*		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

~~32.1~~ 32.1*		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

~~32.2~~ 32.2*		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.NS		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
~~101.INS~~		~~XBRL Instance Document.~~
101.SCH
~~101.SCH~~	Inline XBRL Taxonomy Extension Schema Document.

101.CAL		Inline XBRL Taxonomy Calculation Linkbase Document.

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB		Inline XBRL Taxonomy Label Linkbase Document.

101.PRE		Inline XBRL Taxonomy Presentation Linkbase Document.

104











	The cover page for the Company’s Quarterly Report on Form 10-Q has been formatted in Inline XBRL and contained in Exhibit 101

*	~~Denotes management contract or compensatory plan or arrangement.~~

_____________________

*Filed herewith

Table of Contents ~~SIGNATURES~~

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 2^nd9th day of ~~November, 2017.~~

May 2024.


		HILTON GRAND VACATIONS INC.

		By:	/s/ Mark D. Wang
		Name:	Mark D. Wang
		Title:	~~President and~~ Chief Executive Officer

		By:	/s/ Daniel J. Mathewes
		Name:	Daniel J. Mathewes
~~By:~~		Title:	~~/s/ James E. Mikolaichik~~
~~Name:~~	~~James E. Mikolaichik~~
~~Title:~~	~~Executive Vice~~ President and Chief Financial Officer


PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	2 1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19 34
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	33 51
Item 4.	Controls and Procedures	34 51

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	35 52
Item 1A.	Risk Factors	35 52
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	37 52
Item 3.	Defaults Upon Senior Securities	37 53
Item 4.	Mine Safety Disclosures	37 53
Item 5.	Other Information	37 53
Item 6.	Exhibits	38 54
	Signatures	56


					Additional		Accumulated
	Common Stock				Paid-in		Retained		Total
	Shares		Amount		Capital		Earnings		Equity
Balance as of December 31, 2016		99	$	1	$	138	$	28	$	167
Net income		—		—		—		144		144
Deferred intercompany transaction ⁽¹⁾		—		—		9		—		9
Activity related to share-based compensation		—		—		11		—		11
Other		—		—		2		—		2
Balance as of September 30, 2017		99	$	1	$	160	$	172	$	333

	September 30, 2017
($ in millions)	Securitized and Pledged			Unsecuritized			Total
Timeshare financing receivables	$	506		$	687		$	1,193
Less: allowance for loan loss		(29	)		(109	)		(138	)
	$	477		$	578		$	1,055

	December 31, 2016
($ in millions)	Securitized and Pledged			Unsecuritized			Total
Timeshare financing receivables	$	253		$	892		$	1,145
Less: allowance for loan loss		(9	)		(111	)		(120	)
	$	244		$	781		$	1,025

	September 30, 2016
($ in millions)	Securitized and Pledged			Unsecuritized			Total
Balance as of December 31, 2015	$	17		$	89		$	106
Write-offs		—			(27	)		(27	)
Provision for loan loss⁽¹⁾		(6	)		43			37
Balance as of September 30, 2016	$	11		$	105		$	116

($ in millions)	Debt		Non-recourse Debt		Total
Year
2017 (remaining)	$	3	$	30	$	33
2018		10		134		144
2019		10		228		238
2020		10		120		130
2021		160		32		192
Thereafter		300		74		374
	$	493	$	618	$	1,111

	September 30, 2017
			Hierarchy Level
($ in millions)	Carrying Amount		Level 1		Level 3
Assets:
Timeshare financing receivables⁽¹⁾	$	1,055	$	—	$	1,394
Liabilities:
Debt⁽²⁾		484		329		197
Non-recourse debt⁽²⁾		612		—		617

	Payments Due by Period
($ in millions)	Total		Less Than 1 Year		1-3 Years		3-5 Years		More Than 5 Years
Debt⁽¹⁾	$	650	$	35	$	69	$	206	$	340
Non-recourse debt⁽¹⁾		652		147		348		100		57
Purchase commitments		208		3		196		9		—
Total contractual obligations	$	1,510	$	185	$	613	$	315	$	397

				Maturities by Period
($ in millions)	Weighted Average Interest Rate⁽¹⁾			2017		2018		2019		2020		2021		There- after		Total⁽²⁾		Fair Value
Assets:
Fixed-rate securitized timeshare financing receivables		11.901	%	$	19	$	76	$	75	$	72	$	67	$	197	$	506	$	595
Fixed-rate unsecuritized timeshare financing receivables		12.272	%		28		56		60		65		70		408		687		799
Liabilities:⁽³⁾
Fixed-rate debt		3.836	%		30		134		99		120		32		374		789		817
Variable-rate debt⁽⁴⁾		3.103	%		3		10		139		10		160		—		322		326