2 024 ANNUAL REP ORT
MAUI BAY VILLAS, A HILTON GRAND VACATIONS CLUB
Letter to Stockholders
To Our Fellow Stockholders,
2024 was another impactful year for Hilton Grand Vacations, as we closed on our acquisition of Bluegreen Vacations
and began the process of integrating the two companies. In this letter, you will read about the complex changes
we have undertaken as a business after our two recent acquisitions (Bluegreen Vacations and Diamond Resorts
International). In addition, we will touch on the enhancements we are making to benefit our members, as well as the
many accomplishments of the HGV team.
With respect to the Bluegreen Vacations transaction, we have already achieved many of our established goals: we
made substantial progress against our cost synergy goal, we have introduced HGV Max to Bluegreen Vacations
members and we have integrated all team members into one comprehensive Human Resource system. We also
overcame a number of other challenges through the year, successfully executing a comprehensive reorganization and
systems integration, while also facing an increasingly hesitant consumer. We’ve taken steps to adjust to the current
consumer environment and emphasize the unique value proposition of our offering, and through our efforts we’ve
put in place an operating structure that will continue to serve us well in the years ahead.
Here’s a summary of some of our main accomplishments and actions:
• Delivered Economic Adjusted EBITDA of $1.1 billion with Adjusted Free Cash Flow of $837 million.
• Contract sales of $3 billion and revenues of $5 billion.
• Closed on the acquisition of Bluegreen Vacations adding approximately 200,000 members in 14 new
geographies and eight new states.
• Introduced the HGV Max membership to Bluegreen Vacations members and finished the year with more than
193,000 HGV Max members and approximately 720,000 total members.
• Continued rebranding an additional 14 properties to the Hilton Vacation Club brand, bringing the total number
of resorts in that brand to 46.
Business Strategy Coupled with a Spirit of Hospitality & Experiences
We believe that by continuing to add value to our membership programs, we not only keep our existing members happy,
but also make our vacation offering even more appealing to a new generation of travelers, ultimately fueling our growth.
We constantly ask the question: “What can we do to make what members have already purchased even better?”
A big part of the answer is through events and access to more experiences — whether that is with HGV, partners or
new vacation offerings. To that end, we continue to expand our offerings to our members:
HGV Serves volunteers recycled soaps at a Clean the World volunteer event.
• Added Great Wolf Lodge as a new partner, providing HGV members yet another vacation option. The
partnership also introduces Great Wolf Lodge guests to the world of HGV.
• Acquired a property in Kyoto, Japan. This will be the company’s first property in Kyoto and its third property
in Japan.
• Grew our member events platform, HGV Ultimate Access, and hosted over 3,800 events for over 120,000
members, including our signature Hilton Grand Vacations Tournament of Champions and our HGV Clubhouse
at the FORMULA 1 HEINEKEN SILVER LAS VEGAS GRAND PRIX.
Team Members
Our exceptional team members focus on creating vacation memories 365 days a year. Because of this, it’s critical
we foster a culture that rewards and develops our team members and is rooted in a shared set of HGV values. We’re
proud of what our teams accomplished in 2024:
• Awarded 11 AAA Four Diamond Resorts.
• Ranked No. 2 in the hospitality category on Newsweek’s “Most Loved Workplaces,” named to USA Today’s “Top
Workplaces USA” list and earned the coveted Great Place to Work® certification.
• Offered industry-leading benefits, including our team member travel program, award-winning adoption
assistance program, day one benefits and an employee stock purchase program.
• Completed over 123,000 courses from over 460 learning courses.
• Led 12 employee-managed Team Member Resource Groups.
Giving Back
We believe that the power of giving back is boundless and that serving our communities isn’t just important, it’s
fundamental. That’s why we are wholeheartedly dedicated to helping others, uplifting our team members and elevating
our society through our Corporate Social Responsibility program — HGV Serves. We focus our giving across four main
pillars: Youth Development, Homelessness, Disaster Relief and Military & Families. We’re proud to support programs that
make a difference in the communities where we live, work and vacation. A small sample of our efforts this year:
• Continued to house those displaced by the Maui wildfires and offered support to victims of natural disasters in
North Carolina, Florida, California and elsewhere.
• Volunteered directly in our communities with 48 events and over 2,700 volunteer hours.
• Maintained our partnership with Clean the World. To date, HGV has donated over 35,000 pounds of soap,
which translates to more than 255,000 bars of clean soap when processed and distributed to help global
health through better hygiene.
The foundation of our long-term success is rooted in our people. Running a complex, global enterprise with hundreds
of thousands of members and 200 resorts takes a great team with integrity, courage, operational and strategic
expertise, all driven by an unwavering commitment to excellence — and, most importantly, heart. To our team we say:
“Thank you! We are incredibly proud of your achievements this year.”
We also thank our loyal and new members for putting their faith and trust in HGV for their future vacations. While
we are in the business of fun, it takes a serious commitment to hospitality to ensure we continuously fulfill our
commitments to you.
In conclusion, we continue to make solid strategic progress against our goals and are happy with our momentum
leaving 2024. This leaves us coming away optimistic about 2025 and beyond. We have the right strategy, the right
people and the right product in place. With our continued focus on execution to maximize our assets, we are confident
we will continue to deliver value for our Stockholders. Thank you for your ongoing support and confidence in HGV.
Mark Wang
Len Potter
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________
FORM 10-K
________________________________
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
or
TRANSITION 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 Incorporation or Organization)
(I.R.S. Employer Identification No.)
6355 MetroWest Boulevard, Suite 180,
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
(Name of each exchange on which registered)
Common Stock, $0.01 par value per share
HGV
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
________________________________
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No
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 No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes 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.
Large Accelerated Filer
Accelerated Filer
Non-Accelerated Filer
Smaller Reporting Company
Emerging Growth Company
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 has filed a report on and attestation to its management’s assessment of the effectiveness of its
internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that
prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
As of June 28, 2024, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $4,042 million
(based on the closing sale price of the common stock on that date on the New York Stock Exchange).
There were 95,280,832 shares of the registrant’s Common Stock outstanding as of February 20, 2025.
DOCUMENTS INCORPORATED BY REFERENCE
The registrant has incorporated by reference into Part III of this report certain portions of its proxy statement for its 2025 annual meeting of
stockholders, which is expected to be filed pursuant to Regulation 14A within 120 days after the end of the registrant’s fiscal year ended December 31,
2024.
HILTON GRAND VACATIONS INC.
FORM 10-K TABLE OF CONTENTS
YEAR ENDED DECEMBER 31, 2024
PART I
1
Item 1 – Business
2
Item 1A – Risk Factors
17
Item 1B – Unresolved Staff Comments
45
Item 1C – Cybersecurity
45
Item 2 – Properties
47
Item 3 – Legal Proceedings
47
Item 4 – Mine Safety Disclosures
47
PART II
48
Item 5 – Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities
48
Item 6 - [Reserved]
49
Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations
50
Item 7A – Quantitative and Qualitative Disclosures About Market Risk
70
Item 8 – Financial Statements and Supplementary Data
71
Item 9 – Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
130
Item 9A – Controls and Procedures
130
Item 9B – Other Information
131
Item 9C – Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
131
PART III
132
Item 10 – Directors, Executive Officers and Corporate Governance
132
Item 11 – Executive Compensation
132
Item 12 – Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
132
Item 13 – Certain Relationships and Related Transactions, and Director Independence
132
Item 14 – Principal Accountant Fees and Services
132
PART IV
132
Item 15 – Exhibits and Financial Statement Schedules
132
Item 16 – Form 10-K Summary
132
EXHIBIT INDEX
133
SIGNATURES
141
1
PART I
Cautionary Note Regarding Forward-Looking Statements
This Annual Report on Form 10-K 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”). Forward-looking statements convey management’s expectations as to the future of HGV,
and are based on management’s beliefs, expectations, assumptions and such plans, estimates, projections and other
information available to management at the time HGV makes such statements. Forward-looking statements include all
statements that are not historical facts and may be identified by terminology such as the words “outlook,” “believe,”
“expect,” “potential,” “goal,” “continues,” “may,” “will,” “should,” “could,” “would,” “seeks,” “approximately,”
“projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” “future,” “guidance,” “target,” or the negative version
of these words or other comparable words, although not all forward-looking statements may contain such words. The
forward-looking statements contained in this Annual Report on Form 10-K 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.
HGV cautions you that our forward-looking statements involve known and unknown risks, uncertainties and other
factors, including those that are beyond HGV’s control, which may cause the actual results, performance or achievements
to be materially different from the future results. Any one or more of these risks or uncertainties, could adversely impact
HGV’s operations, revenue, operating profits and margins, key business operational metrics discussed under “Operational
Metrics” below, financial condition or credit rating.
For additional information regarding factors that could cause HGV’s actual results to differ materially from those
expressed or implied in the forward-looking statements in this Annual Report on Form 10-K, please see the risk factors
discussed in “Part I—Item 1A. Risk Factors” and the Summary of Risk Factors in this Annual Report on Form 10-K and
those described from time to time in other periodic reports that we file with the 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. Except for HGV’s ongoing obligations to 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.
Terms Used in this Annual Report on Form 10-K
Except where the context requires otherwise, references in this Annual Report on Form 10-K to “Hilton Grand
Vacations,” “HGV,” the “Company,” “we,” “us” and “our” refer to Hilton Grand Vacations Inc., together with its
consolidated subsidiaries. “Legacy-HGV” refers to our business and operations that existed both prior to and following the
Diamond and Bluegreen Acquisitions (as defined below). Except where the context requires otherwise, references to our
“properties” or “resorts” refer to the timeshare properties that we manage or own. Of these resorts and units, a portion is
directly owned by us or joint ventures in which we have an interest; and the remaining resorts and units are owned by our
third-party owners.
“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 contributed to a trust.
“VOI” refers to vacation ownership 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 Annual Report on Form 10-K 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 earnings before interest expense (excluding interest expense relating to our non-recourse debt),
taxes and depreciation and amortization (“EBITDA”), Adjusted EBITDA, Adjusted EBITDA Attributable to Stockholders,
fee-for-service commissions and brand fees, sales and marketing expense, net, sales revenue, real estate expense, and
profits and profit margins for our real estate, financing, resort and club management, and rental and ancillary services.
2
Operational Metrics
This Annual Report on Form 10-K also includes discussion of key business operational metrics including contract
sales, tour flow and volume per guest (“VPG”).
See “Part II—Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations-
Key Business and Financial Metrics” and “—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 as well as further discussion on the key business
operational metrics.
ITEM 1.
Business
Our History
On January 3, 2017, HGV became an independent publicly traded company as a result of Hilton Worldwide
Holdings Inc.'s (“Hilton”) tax-free spin-off of each of HGV and Park Hotels & Resorts Inc. (“Park”). HGV's common stock
is listed on the New York Stock Exchange under the symbol “HGV.” Following the spin-off, Hilton did not retain any
ownership in our company. In connection with the spin-off, we entered into agreements with Hilton and other third parties,
including licenses to use the Hilton Grand Vacations brand. For more information regarding these agreements, see “—
Business—Key Agreements with Hilton Worldwide Holdings.”
On August 2, 2021, we completed the acquisition of Dakota Holdings, Inc. (“Diamond”), the parent of Diamond
Resorts International (the “Diamond Acquisition”), by exchanging 100% of the outstanding equity interests of Diamond for
shares of HGV common stock. As a result of the Diamond Acquisition, certain funds controlled by Apollo Global
Management Inc. (“Apollo”) and other minority shareholders, which previously owned 100% of Diamond, held
approximately 28% of HGV's common stock at the time the Diamond Acquisition was completed. We refer to the business
that we acquired from Diamond as “Legacy-Diamond”.
On January 17, 2024 (the “Bluegreen Acquisition Date"), we completed the acquisition of Bluegreen Vacations
Holding Corporation (the “Bluegreen Acquisition”) in an all-cash transaction, with total consideration of approximately
$1.6 billion, inclusive of net debt. The Bluegreen Acquisition is expected to broaden HGV’s offerings, customer reach and
sales locations. We refer to the business that we acquired from Bluegreen as “Legacy-Bluegreen”.
Our Business
We are a global timeshare company engaged in developing, marketing, selling, managing and operating timeshare
resorts, timeshare plans and ancillary reservation services, primarily under the Hilton Grand Vacations brands. 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 include HGV Max, Hilton Grand
Vacations Club, Hilton Club, Diamond clubs and Bluegreen Vacation Club (collectively referred to as “Clubs”).
As of December 31, 2024, we had over 200 properties located in the United States (“United States” or “U.S.”),
Europe, Canada, the Caribbean, Mexico, and Asia. A significant number of our properties and VOIs are concentrated in
Florida, Europe, Hawaii, South Carolina, California, Arizona, Virginia, and Nevada, inclusive of the new locations
acquired in connection with the Bluegreen Acquisition. We have commenced rebranding many of the Bluegreen sales
centers and expect to continue during 2025 along with starting to rebrand the majority of Bluegreen properties to Hilton
Grand Vacations brands and Hilton standards. In addition, we continued to rebrand the remaining Diamond properties that
were in our plan and expect to continue to do so in 2025.
As of December 31, 2024, we had approximately 724,000 members across our Club offerings. Based on the type
of Club membership, certain members have the flexibility to exchange their VOIs for stays at any Hilton Grand Vacations
resort, any property in the Hilton system of 24 industry-leading brands across approximately 8,300 properties, or affiliated
properties, as well as numerous experiential vacation options, such as cruises and guided tours, or they have the option to
exchange their VOI for various other timeshare resorts throughout the world through an external exchange program,
including travel services options. Bluegreen Vacation Club members have the flexibility to stay at units available at any of
Bluegreen’s resorts and have access to other hotels and resorts through Bluegreen partnerships and exchange networks.
Our compelling VOI product allows customers to advance purchase a lifetime of vacations. Because our VOI
owners generally purchase only the vacation time they intend to use each year, they are able to efficiently split the full cost
of owning and maintaining a vacation residence with other owners. Our customers also benefit from the amenities and
service at our resorts. Furthermore, our points-based platform offers members tremendous flexibility, enabling us to more
effectively adapt to their changing vacation needs over time. Building on the strength of that platform, we continuously
3
seek new ways to add value to our Club memberships, including enhanced product offerings, greater geographic
distribution, broader exchange networks and further technological innovation, all of which drive better, more personalized
vacation experiences and guest satisfaction.
As innovators in the timeshare business, we enhance our inventory strategy by developing an inventory mix
focused on developed properties as well as fee-for-service and just-in-time agreements to sell VOIs on behalf of or
acquired from third-party developers.
Bluegreen Acquisition
On January 17, 2024, we completed the Bluegreen Acquisition. Bluegreen is a leading vacation ownership
company that markets and sells VOIs and manages resorts in popular leisure and urban destinations. Bluegreen’s resort
network operates close to 50 Club Resorts (resorts in which owners in the Bluegreen Vacation Club (the “BG Vacation
Club”) have the right to control and use most of the units in connection with their VOI ownership) and over 24 Club
Associate Resorts (resorts in which owners in the BG Vacation Club have the right to use only a limited number of units in
connection with their VOI ownership).
Bluegreen’s Club Resorts and Club Associate Resorts are primarily located in high-volume, “drive-to” vacation
locations, including Orlando, Panama City Beach, Las Vegas, the Smoky Mountains, Myrtle Beach, Charleston, the
Branson, Missouri area, Nashville and New Orleans, among others. Through Bluegreen’s points-based system, the
approximately 200,000 BG Vacation Club members have the flexibility to stay at units available at any of Bluegreen’s
resorts and have access to approximately 11,600 other hotels and resorts through partnerships and exchange networks.
Bluegreen’s sales and marketing platform is supported by marketing relationships with nationally recognized
consumer brands and companies, such as Bass Pro, LLC and its affiliates (“Bass Pro”), which operate Bass Pro Shops and
Cabela’s, and Choice Hotels International, Inc. (“Choice Hotels” or “Choice”). Since 2000, Bluegreen was the official
vacation ownership provider for Bass Pro Shops and Cabela’s, among the nation’s leading outdoor retailers, with strong
brand equity and loyal customer base. There is a Bluegreen marketing presence in the majority of Bass Pro stores that are
located in nearly 200 locations across North America. Additionally, the joint venture between Bluegreen and Bass Pro
includes four high-end wilderness resorts under Big Cedar Lodge brand.
Our Reportable Segments
We operate our business across two segments: (1) Real estate sales and financing and (2) Resort operations and
club management.
Our real estate sales and financing segment primarily generates revenue from:
•
VOI Sales—We sell our owned inventory and interests directly and, through our fee-for-service
agreements, we sell VOIs on behalf of third-party developers using the Hilton Grand Vacations brand in
exchange for sales, marketing and brand fees. Under these fee-for-service agreements, we earn
commission fees based on a percentage of total interval sales. See “—Inventory and Development
Activities” and “—Marketing and Sales Activities” below for additional information.
•
Financing—We provide consumer financing, which includes interest income generated from the
origination of consumer loans to members to finance their purchase of VOIs owned by us. We also
generate fee revenue from servicing the loans provided by third-party developers to purchasers of their
VOIs. See “—Financing Activities” below for additional information regarding our consumer financing
activities.
Our resort operations and club management segment primarily generates revenue from:
•
Resort Management—Our resort management services primarily consist of operating properties under
management agreements for the benefit of homeowners’ associations (“HOAs”) of VOI owners at both
our resorts and those developed by third parties. Our management agreements with HOAs provide for a
cost-plus management fee, which means we generally earn a fee equal to 10% to 15% of the costs to
operate the applicable resort. See “—Resort and Club Management Activities” below for additional
information regarding our resort management activities.
•
Club Management—We operate and manage the Clubs and receive annual membership fees as well as
incremental fees depending on exchanges and transactions members choose for other vacation products
and services within the Club system. See “—Resort and Club Management Activities” below for
additional information.
4
•
Rental of Available Inventory—We generate rental revenue from unit rentals of unsold inventory and
inventory made available due to ownership exchanges through our Club programs. This allows us to
utilize otherwise unoccupied inventory to generate additional revenues. We also earn fee revenue from
the rental of inventory owned by third parties as well as revenue from retail, spa and other outlets at our
timeshare properties. See “—Resort and Club Management Activities” below for additional information.
Other than the United States, there were no countries that individually represented more than 10% of total
revenues for the year ended December 31, 2024.
For more information regarding our segments, see “Management’s Discussion and Analysis of Financial
Condition and Results of Operations,” included in Item 7, and Note 22: Business Segments in our consolidated financial
statements included in Item 8 of this Annual Report on Form 10-K.
Our VOI and Club Products
Each property provides a distinctive setting, while signature elements remain consistent, such as high-quality
guest service, spacious units and extensive on-property amenities. Most resorts feature studio to three-bedroom
condominium-style accommodations and amenities such as full kitchens, in-unit washers and dryers, spas and kids’ clubs.
Our timeshare properties are relatively concentrated in significant tourist markets, including Florida, Europe, Hawaii,
South Carolina, California, Arizona, Virginia, and Nevada, inclusive of the new locations we have expanded into through
the Bluegreen Acquisition.
Our deeded VOI product that we market and sell is fee-simple, deeded in perpetuity and right to use real estate
interests, developed either by us or by third parties. This ownership interest is generally equivalent to one week on an
annual or biennial basis, at the timeshare resort in which the VOI is located. Purchasers of a deeded VOI also generally
become members of a Club which allows the member to exchange their points for a number of vacation options. In
addition to an annual membership fee, members pay incremental fees depending on exchange or services they choose.
Our trust VOI product that we market and sell is a beneficial interest in one of our Collections, which are
represented by an annual or biennial allotment of points that can be utilized for vacations at any of the resorts in that
Collection. In general, purchasers of a VOI in a collection do not acquire a direct ownership interest in the resort properties
in the Collection. Rather, for each Collection, one or more trustees hold legal title to the deeded fee simple real estate
interests or the functional equivalent, or, in some cases, leasehold real estate interests for the benefit of the respective
Collection’s association members in accordance with the applicable agreements. Purchasers of a trust VOI are offered the
opportunity to become members of a Club through which they can exchange their points for a number of vacation options.
In addition to an annual membership fee, members pay transaction fees depending upon the exchange or service options
they choose.
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 club membership offering is HGV Max. For any customer who purchases a VOI, this membership provides
the ability to use points across all properties within our network. The membership provides new destinations for existing
club owners, broader vacation opportunities for new buyers, and discounts across the Hilton portfolio of hotels and resorts.
Prior to the offering of HGV Max, purchasers of deeded and trust VOI products generally became members of Hilton
Grand Vacations Club and Hilton Club exchange programs and Diamond points-based multi-resort timeshare clubs.
Bluegreen’s club offering was the BG Vacation Club, which was assumed as part of the acquisition. Our club memberships,
including HGV Max, are collectively referred to as “Clubs”.
As of December 31, 2024, we had approximately 724,000 members across our various club offerings.
Inventory and Development Activities
We secure VOI inventory by developing or acquiring resorts in strategic markets, building additional phases at our
existing resorts, re-acquiring inventory from owners in default and in the open market and sourcing inventory from third-
party developers through fee-for-service and just-in-time transactions.
Our development activities involving the acquisition of real estate are followed by construction or renovation to
create individual vacation ownership units. These development activities, and the related management of construction
activities, are performed either by us or third-party developers. The development and construction of the units require a
5
large upfront investment of capital and can take several years to complete in the case of a ground-up project. Additionally,
the VOIs must be legally registered prior to sale to our end customers. This investment cannot be recovered until the
individual VOIs are sold to purchasers which can take several years. Traditionally, timeshare operators have funded 100%
of the investment necessary to acquire land and construct timeshare properties.
We also source developed VOI inventory through fee-for-service and just-in-time agreements with third-party
developers and have 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 up-front acquisition and construction costs or incur
unsold inventory maintenance costs. The capital investment made in connection with these projects is typically limited to
the cost of constructing an on site sales center. 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 with the sale to purchasers.
We refer to fee-for-service transactions and just-in-time sales as “capital-efficient transactions.” Over time, these
capital-efficient transactions have evolved from sourcing inventory from distressed properties to sourcing from new
construction projects. For the year ended December 31, 2024, sales from fee-for-service and just-in-time inventory were
18% and 19% of contract sales, respectively. The estimated contract sales value related to our inventory pipeline, which
includes 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 upon registration, delivery or construction is $12.7 billion at
current pricing as of December 31, 2024. Capital efficient arrangements, comprised of our fee-for-service and just-in-time
inventory, represent approximately 28% 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.
Sales of owned, including just-in-time, inventory generally result in greater Adjusted EBITDA contributions and
greater profitability of our real estate sales and financing segment, while fee-for-service sales require less initial investment
and allow us to accelerate our sales growth and improve returns on invested capital and liquidity. 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.
Owners can generally offer their VOIs for resale on the secondary market, which can create pricing pressure on
the sale of developer inventory. Given the structure of our Legacy-HGV products, purchasers of Legacy-HGV VOIs on the
secondary market will generally become a Legacy-HGV Club member. Purchasers of a Legacy-Diamond VOI on the
secondary market may elect to join a Legacy-Diamond Club. Purchasers of a Legacy-Bluegreen VOI on the secondary
market will become Legacy-Bluegreen club members. Once a member of the Clubs, the member will be responsible for
paying annual fees. All purchasers will be responsible for paying applicable maintenance fees, property taxes and any
assessments that are levied by the relevant HOA. While we do not have an obligation to repurchase intervals previously
sold, most of our VOIs provide us with a right of first refusal on secondary market sales. We monitor sales that occur in the
secondary market and exercise our right of first refusal in certain cases.
Marketing and Sales Activities
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. 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 year ended December 31, 2024, 72% of our contract sales were to our existing owners, compared to
70% for the year ended December 31, 2023.
We sell our vacation ownership products primarily through our distribution network of both-in-market and off-site
sales centers. Our products are currently marketed for sale throughout the United States, Europe, Canada, the Caribbean,
Mexico, and Asia. We operate sales distribution centers in major markets and popular leisure destinations with year-round
demand and a history of being a friendly environment for vacation ownership. We have approximately 100 sales
distribution centers in various domestic and international locations.
As discussed in “Our Business” above, our marketing and sales activities also include marketing relationships
with nationally-recognized consumer brands such as Bass Pro, a fishing, marine, hunting, camping and sports gear retailer,
and Choice Hotels in connection with the Bluegreen Acquisition. In November 2023, HGV signed a 10-year exclusive
marketing agreement with Bass Pro that provides HGV with the right to market and sell vacation packages at kiosks in
Bass Pro’s and Cabela’s retail locations and through other means. This agreement became effective on the Bluegreen
Acquisition Date. As of December 31, 2024, HGV had sales and marketing operations at a total of 133 Bass Pro Shops and
6
Cabela’s Stores, including 9 virtual kiosks. Additionally, the joint venture between HGV and Bass Pro includes four high-
end wilderness resorts under the Big Cedar Lodge brand. We also assumed 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.
Our sales tours are designed to provide potential members with an overview of our company and our products, as
well as a customized presentation to explain how our products can meet their vacationing needs. Our sales centers use
proprietary sales technology to deliver a highly transparent and customized sales approach. Consumers place a great deal of
trust in the Hilton brand, and we believe that preserving that trust is essential. We hire our sales associates using an
assessment-based, candidate screening system, which is a proprietary tool we use to uphold our selection criteria. Once
hired, we emphasize training, professionalism and product knowledge, and our sales associates receive significant product
and sales training before interacting with potential members. Most U.S.-based sales associates are licensed real estate
agents, and a real estate broker is involved with each sales center. We manage consistency of sales presentation and team
member professionalism using a variety of sales tools and technology and through a post-presentation survey of our tour
guests. Our focus is on treating members and guests with the highest degree of respect.
Financing Activities
We originate loans for members purchasing our developed and acquired VOIs who qualify according to our
underwriting criteria. We generate interest income from the spread between the revenue generated on loans originated less
our costs to fund and service those loans. We also earn fee revenue from servicing our own portfolio and the loans provided
by third-party developers of our fee-for-service projects to purchasers of their VOIs.
Our timeshare financing receivables are collateralized by the underlying VOIs and are generally structured as 10-
year, fully-amortizing loans that bear a fixed interest rate typically ranging from 2.5% to 25% per annum. 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. As of December 31, 2024, the average loan outstanding was approximately $24,000 with a weighted average
interest rate of 15.0%.
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 Clubs.
We have a revolving timeshare receivable credit facility (“Timeshare Facility”). We periodically securitize
timeshare financing receivables we originate in connection with the sale of VOIs to monetize receivables and achieve an
efficient return on capital and manage our working capital needs.
Timeshare Financing Receivables Origination
In underwriting each loan, we obtain a credit application and a minimum down payment of 10% of the purchase
price on the majority of sales of VOIs. For U.S. and Canadian purchasers seeking financing, which represented
approximately 90% of the individuals we provided financing to over the last three years, we apply the credit evaluation
score methodology developed by the Fair Isaac Corporation (“FICO”) to credit files compiled and maintained by Experian
and Equifax. Higher credit scores equate to lower collection risk and lower credit scores equate to higher collection risk.
Over the last three years, the weighted-average FICO score for loans to U.S. and Canadian borrowers at the time of
origination was 738 (out of a maximum potential score of 850). For non-North American purchasers seeking financing,
consisting principally of purchasers in Japan, we generally observe that these borrowers have experienced default rates
comparable to U.S. and Canadian borrowers within the 750 to 774 FICO score band.
Our underwriting standards are influenced by the changing economic and financial market conditions. We have
the ability to modify our down payment requirements and credit thresholds in the face of stronger or weaker market
conditions. Our underwriting standards have resulted in a strong, well-seasoned consumer loan portfolio. As of
December 31, 2024, our entire portfolio consists of originated loans and loans that were acquired as part of the Diamond
Acquisition, the Grand Islander Acquisition and the Bluegreen Acquisition, which are referred to as acquired loans. As of
December 31, 2024, the entire portfolio had a gross balance of approximately $4,016 million derived from approximately
182,000 loans. The portfolio had a weighted average length of loan of 10 years and the weighted average remaining length
of loan of 8 years.
We also finance our working capital needs in part by borrowing against timeshare financing receivables. In
general, we seek to use the majority of our financed VOI sales as collateral to borrow against the Timeshare Facility and
subsequently transfer those loans into a term securitization after the loans have seasoned and an appropriately sized
portfolio has been assembled. We target securitizations that range in size from $100 million to $500 million and we expect
the timing of future securitizations will depend on our anticipated sales volume, financing propensity and capital needs.
The strong performance of our outstanding loan securitizations demonstrates that loans originated by us are well regarded
7
for their performance in the securitization market. In the future, we expect to regularly access the term securitization
market, replenishing capacity on our Timeshare Facility in the process.
Loan Portfolio Servicing
We have a skilled, integrated consumer finance team. This team is responsible for payment processing and loan
servicing, collections, default recovery and portfolio reporting and analytics. Accounts more than 30 days past due are
deemed delinquent. We reserve for all loans based on our static pool method. When a loan associated with a product is
more than 121 days past due, it is reserved at 100%. Arrangements are then made to recover the interval through various
processes depending on the type of inventory and regulatory requirements which could include a deed-in-lieu of
foreclosure or foreclosure.
We monitor numerous metrics including collection rates, defaults and bankruptcies. Our consumer finance team is
also responsible for selecting and processing loans pledged or to be pledged in our securitizations and preparing monthly
servicing reports.
Resort and Club Management Activities
Resort Management
Prior to the initiation of VOI sales at a timeshare resort owned by us or by a third party with whom we have
entered into a fee-for-service agreement, we enter into a management agreement with the relevant HOA. Each of the HOAs
are governed by a board of directors comprised of owner or developer representatives that are charged with ensuring that
the resorts are well-maintained and financially stable. Our 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 maintenance fee billing and collections and personnel employment training and oversight. Our HOA
management agreements provide for a cost-plus management fee, which means we generally earn a fee between 10% and
15% of the costs to operate the applicable resort. The management fees are recurring and paid annually. As a result, the fees
we earn are highly predictable, unlike traditional revenue-based hotel management fees, and our management fees
generally 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 original term of our management agreements
is typically governed by state timeshare laws and ranges from three to five years. The agreements generally are subject to
automatic renewal for one- to three-year periods unless either party provides advance notice of termination before the
expiration of the term.
To fund resort operations, owners are assessed an annual maintenance fee, which includes our management fee. In
2024, HOAs collected approximately $1,164 million in maintenance fees, including our applicable management fees,
which is net of our contributions to the HOAs for unsold VOIs that we own. Because these funds are generally collected
early in the year, we have substantial visibility of collection. These fees represent each owner’s allocable share of the
management fee and the costs of operating and maintaining the resorts, which generally includes personnel, property taxes,
insurance, a capital asset reserve to fund refurbishment and other related costs. If a VOI owner defaults on payment of its
maintenance fees and there is no lien against the mortgage note or contract, the HOA has the right to recover the defaulting
owner’s VOI. As a service to HOAs at certain owned resorts, subject to our inventory needs, we have the ability to reduce
the bad debt expense at the HOAs by assuming the defaulted owner’s obligations in exchange for an agreed purchase price.
We are then able to resell those VOIs through our normal distribution channels.
A portion of the annual maintenance fees collected from owners each year is set aside as a capital asset reserve for
property renovations. The renovations funded by these fees enable HOAs to keep properties modern, which helps our
branded properties consistently receive among the highest quality assurance scores within the Hilton portfolio of brands.
HOAs engage an independent consulting firm to compile a reserve study. Typically, HOAs budget the reserve study to
target property renovations on a 6- and 12-year cycle. HOAs generally replace soft goods every six years and hard goods
every 12 years. These reserves also benefit our members by limiting the risk of special assessments and steep increases in
maintenance fees due to deferred capital expenditures.
Club Management
We also manage and operate our Clubs providing exclusive exchange, leisure travel and reservation services to
our Club members. When owners purchase a VOI, they are generally enrolled in a Club which allows the member to
exchange their points for a number of vacation options. In addition to an annual membership fee, Club members pay
incremental fees depending on exchanges they choose within the Club system.
8
Rental of Available Inventory
We rent unsold VOI inventory, third-party inventory and inventory made available due to ownership exchanges
through our Club programs. By using our websites, Hilton’s websites and other direct booking channels to rent available
inventory, we are able to reach potential new members that may already have an affinity for and loyalty to our brands and
introduce them to our products. Inventory rentals allow us to utilize otherwise unoccupied inventory to generate additional
revenues and provision of ancillary services. 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.
Competition
The timeshare industry has historically been highly competitive and comprised of a number of national and
regional companies that develop, finance and operate timeshare properties.
Our timeshare business competes with other timeshare developers for sales of VOIs based principally on location,
quality of accommodations, price, service levels and amenities, financing terms, quality of service, terms of property use,
reservation systems, flexibility for members to exchange into time at other timeshare properties or other travel rewards,
including access to hotel loyalty programs, as well as brand name recognition and reputation. We also compete for property
acquisitions and partnerships with entities that have similar investment objectives as us. We own certain other trademarks
and trade names for various properties. In the competitive industry in which we operate, trademarks, service marks, trade
names and logos are very important to the marketing and sales of our products. There is also significant competition for
talent at all levels within the industry, in particular for sales and management. Our primary competitors in the timeshare
space include Marriott Vacations Worldwide, Travel + Leisure Co., Disney Vacation Club, Holiday Inn Club Vacations and
Westgate Resorts.
In addition, our timeshare business competes with other entities engaged in the leisure and vacation industry,
including resorts, hotels, cruises and other accommodation alternatives, such as condominium and single-family home
rentals. We also compete with home and apartment sharing services that operate websites that market available privately-
owned residential properties that can be rented on a nightly, weekly or monthly basis. In certain markets, we compete with
established independent timeshare operators, and it is possible that other potential competitors may develop properties near
our current resort locations. In addition, we face competition from other timeshare management companies in the
management of resorts on behalf of owners on the basis of quality, cost, types of services offered and relationship. We
compete with other timeshare companies for off-site sales centers, through which we market our products to potential
members, including in locations like high-traffic shopping centers and tourist attractions in leisure destinations.
Recent and potential future consolidation in the highly fragmented timeshare industry may increase competition.
Consolidation may create competitors that enjoy significant advantages resulting from, among other things, a lower cost of,
and greater access to, capital and enhanced operating efficiencies.
We generally do not face competition in our consumer financing business to finance sales of our VOIs. However,
we do face competition from financial institutions providing other forms of consumer credit, which may lead to full or
partial prepayment of our timeshare financing receivables.
Seasonality and Cyclicality
We experience modest seasonality in timeshare sales at certain resorts, with stronger revenue generation during
traditional vacation periods for those locations. Our business is moderately cyclical as the demand for VOIs is affected by
the availability and cost of financing for purchases of VOIs, as well as general economic conditions and the relative health
of the travel industry.
Government Regulation
Our business is subject to various international, national, federal, state and local laws, regulations and policies in
jurisdictions in which we operate. Some laws, regulations and policies impact multiple areas of our business, such as
securities, anti-discrimination, anti-fraud, data protection and security and anti-corruption and bribery laws and regulations
or government economic sanctions, including applicable regulations under the U.S. Treasury’s Office of Foreign Asset
Control and the U.S. Foreign Corrupt Practices Act (“FCPA”). The FCPA and similar anti-corruption and bribery laws in
other jurisdictions outside the U.S. generally prohibit companies and their intermediaries from making improper payments
to government officials for the purpose of obtaining or generating business. Other laws, regulations and policies primarily
affect one of our areas of business: real estate development activities; marketing and sales activities; consumer financing,
lending and related activities; and resort and club management activities. We will continue to be subject to applicable new
legislation, rules and regulations that have been proposed, or may be proposed, by federal, state and local authorities
relating to the origination, servicing and securitization of mortgage loans.
9
Real Estate Development Regulation
Our real estate development activities are regulated under a number of different timeshare, condominium and land
sales disclosure statutes in many jurisdictions. We are generally subject to laws and regulations typically applicable to real
estate development, subdivision and construction activities, such as laws relating to zoning, land use restrictions,
environmental regulation, accessibility, title transfers, title insurance and taxation. In the United States, these include the
Fair Housing Act and the Americans with Disabilities Act of 1990, and the Accessibility Guidelines promulgated
thereunder, which we refer to collectively as (the “ADA”). In addition, we are subject to laws in some jurisdictions that
impose liability on property developers for construction defects discovered or repairs made by future owners of property
developed by the developer.
Marketing and Sales Regulation
Our marketing and sales activities are highly regulated in the U.S. and in non-U.S. jurisdictions. In addition to
regulations implementing laws enacted specifically for the timeshare industry, a wide variety of laws and regulations
govern our marketing and sales activities, including regulations implementing the USA PATRIOT Act, Foreign Investment
In Real Property Tax Act, the Federal Interstate Land Sales Full Disclosure Act and fair housing statutes, U.S. Federal
Trade Commission (“FTC”) and state “Little FTC Acts” and other regulations governing unfair, deceptive or abusive acts
or practices including unfair or deceptive trade practices and unfair competition, state attorney general regulations, anti-
fraud laws, prize, gift and sweepstakes laws, real estate, title agency or insurance and other licensing or registration laws
and regulations, anti-money laundering, consumer information privacy and security, breach notification, information
sharing and telemarketing laws, home solicitation sales laws, tour operator laws, lodging certificate and seller of travel
laws and other consumer protection laws.
We must obtain the approval of numerous governmental authorities for our marketing and sales activities.
Changes in circumstances or applicable law may necessitate the application for or modification of existing approvals. In
addition, many jurisdictions, including many jurisdictions in the United States, Canada and Mexico, require that we file
detailed registration or offering statements with regulatory authorities disclosing information regarding our VOIs, such as
information concerning the intervals being offered, the project, resort or program to which the intervals relate, applicable
timeshare plans, evidence of title, details regarding our business, the purchaser’s rights and obligations with respect to such
intervals, and a description of the manner in which we intend to offer and advertise such intervals.
When we sell VOIs, including in non-U.S. jurisdictions such as Mexico and Canada, local law grants the
purchaser of a VOI the right to cancel a purchase contract during a specified rescission period following the later of the
date the contract was signed or the date the purchaser received the last of the documents required to be provided by us.
In recent years, regulators in many jurisdictions have increased regulations and enforcement actions related to
telemarketing operations, including requiring adherence to the federal Telephone Consumer Protection Act and “do not
call” legislation. These measures have significantly increased the costs associated with telemarketing, in particular with
respect to telemarketing to mobile numbers. While we continue to be subject to telemarketing risks and potential liability,
we believe that our exposure to adverse effects from telemarketing legislation and enforcement is mitigated in some
instances by the use of permission-based marketing in which we obtain permission to contact prospective purchasers in the
future. We have also implemented procedures to comply with federal and state “do not call” regulations including
subscribing to the federal do not call registry and certain state “do not call” registries as well as maintaining an internal “do
not call” list.
Lending Regulation
Our lending and related activities are subject to a number of laws and regulations including those of applicable
supervisory agencies such as, in the United States, the Consumer Financial Protection Bureau, the FTC, and the Financial
Crimes Enforcement Network, and, in the case of our international operations, the Financial Conduct Authority (in the
United Kingdom) and other similar or equivalent agencies in other countries and regions in which we operate. These laws
and regulations, some of which contain exceptions applicable to the timeshare industry, may include, among others, the
Real Estate Settlement Procedures Act and Regulation X, the Truth In Lending Act and Regulation Z, the Federal Trade
Commission Act, the Equal Credit Opportunity Act and Regulation B, the Fair Credit Reporting Act, the Fair Housing Act
and implementing regulations, the Fair Debt Collection Practices Act, the Electronic Funds Transfer Act and Regulation E,
unfair, deceptive or abusive acts or practices regulations and the Credit Practices rules, the USA PATRIOT Act, the Right to
Financial Privacy Act, the Gramm-Leach-Bliley Act, the Service member’s Civil Relief Act and the Bank Secrecy Act. Our
lending and related activities are also subject to the laws and regulations of other jurisdictions, including, among others,
laws and regulations related to consumer loans, retail installment contracts, mortgage lending, fair debt collection and
credit reporting practices, loan servicing, consumer debt collection practices, mortgage disclosure, lender or mortgage loan
originator licensing and registration and anti-money laundering.
10
Resort and Club Management Regulation
Our resort management activities are subject to laws and regulations regarding community association
management, public lodging, food and beverage services, liquor licensing, labor, employment, health care, health and
safety, accessibility, discrimination, immigration, gaming and the environment (including climate change). In addition,
many jurisdictions in which we manage our resorts have statutory provisions that limit the duration of the initial and
renewal terms of our management agreements for HOAs.
Environmental Matters
We are subject to certain requirements and potential liabilities under various U.S. federal, state and local and
foreign environmental, health and safety laws and regulations and incur costs in complying with such requirements. The
costs of complying with these requirements are generally covered by the HOAs that operate the affected resort property
and are our responsibility for assets owned by us. These laws and regulations govern actions including air emissions, the
use, storage and disposal of hazardous and toxic substances, and wastewater disposal. In addition to investigation and
remediation liabilities that could arise under such laws, we may also face personal injury, property damage, fines or other
claims by third parties concerning environmental compliance or contamination. We use and store hazardous and toxic
substances, such as cleaning materials, pool chemicals, heating oil and fuel for back-up generators at some of our facilities,
and we generate certain wastes in connection with our operations. Some of our properties include, and some of our future
properties may include, older buildings, and some may have, or may historically have had, dry-cleaning facilities and
underground storage tanks for heating oil and back-up generators. We have, from time to time, been responsible for
investigating and remediating contamination at some of our facilities, such as contamination that has been discovered when
we have removed underground storage tanks, and we could be held responsible for any contamination resulting from the
disposal of wastes that we generate, including at locations where such wastes have been sent for disposal. In some cases,
we may be entitled to indemnification from the party that caused the contamination pursuant to our management,
construction or renovation agreements, but there can be no assurance that we would be able to recover all or any costs we
incur in addressing such problems. From time to time, we may also be required to manage, abate, remove or contain mold,
lead, asbestos-containing materials, radon gas or other hazardous conditions found in or on our properties. We have
implemented an on-going operations and maintenance plan at each of our properties that seeks to identify and remediate
these conditions as appropriate. Although we have incurred, and expect that we will continue to incur, costs relating to the
investigation, identification and remediation of hazardous materials known or discovered to exist at our properties, those
costs have not had, and are not expected to have, a material adverse effect on our financial condition, results of operations
or cash flows.
Human Capital
For more than 30 years, we have created and delivered vacation experiences for guests from around the world.
Our people first talent strategy is inclusive of programs and services that are designed to ensure that our employees feel
engaged, appreciated and rewarded for their contributions. We focus on hiring practices that are reflective of our values and
seek customer-centric individuals that embody a spirit of service towards our owners, guests and fellow team members. We
believe hiring people with different backgrounds, cultures and perspectives leads to increased creativity and innovation. We
are committed to connecting with and engaging talent from diverse backgrounds to ensure our team member population is
reflective of the communities in which we live and work.
Using a multi-channel approach, we grow our HGV talent network through a variety of outreach programs that
include targeted media, team member referrals and diversity outreach. As of December 31, 2024, more than 21,800 Team
Members were employed at our timeshare resorts, call centers, sales centers, and corporate locations around the world.
We focus on employee retention initiatives and have designed purposeful programs to nourish every aspect of the
team member experience. These programs reward and highlight milestones, recognize the exceptional service standards of
our diverse team member population, and promote our values.
Additionally, we make it a priority to appreciate and recognize team member milestones throughout their journey
with HGV. We offer flexible recognition programs that support leaders to create meaningful and impactful moments for
their teams.
We are committed to an inclusive workforce that fully represents many different cultures, backgrounds and
viewpoints. Our Team Member Resource Groups ("TMRGs"), which are non-exclusive voluntary, employee-led groups,
play an integral part in our culture of inclusion as we strive to foster openness, integrity and respect. We currently have 12
TMRGs, which are open to all team members: African American, Asia Pacific Islander, Hispanic Latino, LGBTQ &
Friends, Military, Women’s, Disabilities, Environmental, Wisdom, Multi-Cultural, Parenting & Caregivers, and Young
Professionals. Each group is sponsored by a senior executive who provides leadership and helps drive initiatives across the
business. In addition, we believe that multiple perspectives generate better solutions and relatability with our of customers
11
and consumers. We strive to ensure a common culture that we believe is reflected in our programs and initiatives, and we
regularly seek team member feedback through our monthly pulse-checks, our annual engagement survey and ongoing
discussions with our TMRG’s.
Through a variety of delivery methods, we offer over 460 training and development courses to all of our team
members focused on a variety of core competencies, including: leadership, skills training, business acumen, culture and
personal growth. In 2024, team members had approximately 123,000 course completions totaling 98,000 training hours, of
which over 67,000 course completions and 61,000 training hours were dedicated to compliance training.
Approximately 69% of our team members are enrolled in our health and well-being programs. We offer a suite of
benefit and wellness programs to support the diverse needs of our team members, including but not limited to: medical,
dental, vision, an Employee Stock Purchase Plan, 401(K), Employee Assistance Program, tuition reimbursement, spending
accounts, life and disability insurance, discount programs, and a variety of voluntary benefits.
As of December 31, 2024, approximately 7% of our employees were covered by various collective bargaining
agreements, generally addressing pay rates, working hours, other terms and conditions of employment, certain employee
benefits and orderly settlement of labor disputes.
Key Agreements with Hilton Worldwide Holdings
On January 3, 2017, in connection with the completion of the spin-off, we entered into various agreements with
Hilton. Certain of such agreements have been fully performed. However, several agreements continue to govern certain key
transactions and arrangements between the parties, in particular between us and Hilton, including our license agreement.
The following is a summary of the terms of such agreements.
License Agreement
General
In connection with the spin-off, we entered into a long-term license agreement with Hilton granting us (i) the right
to use certain trademarks, including, without limitation, “Hilton Grand Vacations,” “HGV,” "HGV Max," "Hilton Vacation
Club," and “Hilton Club” (collectively, the “Hilton Marks”), in connection with the current and future operation of a Hilton
branded vacation ownership business (the “Licensed Business”), (ii) a license or right to use certain other Hilton-owned
intellectual property, including promotional content and access to Hilton’s reservation system and property management
software (collectively with the Hilton Marks, the “Hilton IP”), (iii) the right to use Hilton’s loyalty program data and other
customer information (“Hilton Data”) to promote the Licensed Business and for other internal business purposes, and (iv)
certain other rights. In exchange for these rights, we have agreed to pay Hilton license and other fees, and have agreed to
certain restrictions on the operation of our business. In most cases, such rights are exclusive to us, but there are certain
exceptions, many of which are described below. While the license agreement permits us to operate certain businesses that
do not conflict with Hilton’s business, including non-Hilton branded vacation ownership business, we are not permitted to
use any Hilton IP or Hilton Data for such non-Hilton branded portions of our businesses without Hilton’s prior consent.
In connection with the Diamond Acquisition and the Bluegreen Acquisition, we and Hilton entered into a series of
amendments to the license agreement, including most recently the Second Amended and Restated License Agreement,
dated as of November 1, 2024, which incorporates all prior amendments (as amended and restated, the "License
Agreement").
Initial Term and Renewal Terms
The initial term of the License Agreement will expire on December 31, 2116. After the initial term ends, we may
continue to use the Hilton IP and Hilton Data on a non-exclusive basis for a “tail period” of 30 years in connection with our
then existing licensed timeshare business and properties, provided that we continue to comply with the terms of the License
Agreement, including the payment of license and other fees.
Subject to certain exceptions, Hilton is not permitted to compete or use the Hilton IP or Hilton Data in the
vacation ownership business (or license others to do so), and we generally have the exclusive right to use the Hilton IP and
Hilton Data for our vacation ownership business (subject to certain limited exceptions) until December 31, 2051. Such
“exclusivity” and “non-competition” period may be extended for additional 10-year terms if we achieve certain revenue
targets in the last year of the exclusivity term or any subsequent renewal term, as applicable, or, if we do not achieve such
applicable revenue target, by making a payment equal to 5% of the difference between revenue actually achieved and the
applicable revenue target to cover such shortfall. Our ability to elect to make such additional payment to cover any shortfall
is subject to a maximum of five payments during the renewal terms. In addition, in connection with the Bluegreen
Acquisition, we agreed to the establishment of a minimum percentage of revenue that is required to be derived from the
Hilton licensed business to maintain continued exclusivity.
12
License Fee and Other Fees
Except for the phase-in license fees related to the Diamond Acquisition and the Bluegreen Acquisition as
described below, in exchange for the license and various rights granted to us by Hilton, we pay a license fee of 5% of gross
revenues to Hilton quarterly in arrears, as well as specified additional fees. Gross revenues include our gross sales for the
initial sale or re-sale of interests in the Licensed Business (subject to certain limited exceptions), property operations
revenue, transient rental revenue and other certain revenues earned all with respect to the Licensed Business.
To account for the integration of the Diamond and Bluegreen businesses into our operations, Hilton agreed to a
reduced license fee for the initial (i) five (5) years following the closing of the Diamond Acquisition and (ii) four (4) years
following the closing of the Bluegreen Acquisition, in each case for gross revenue arising from Diamond or Bluegreen
properties and sales centers, as applicable, that are rebranded and become part of the Licensed Business. The reduced
license fees range from 2% to 4% of the applicable gross revenue, increasing steadily until it reaches 5% during the fifth
year and beyond for the Diamond Acquisition and during the fourth year and beyond for the Bluegreen Acquisition. This
reduced license fee structure is contingent upon us achieving certain minimum rebranding milestones related to room
conversions with respect to the Diamond and Bluegreen businesses and properties on an annual and cumulative basis over
several years. If we do not achieve the applicable minimum milestones, we will be subject to an escalated license fee of up
to an additional 1%, plus the original fee percentage, of the applicable gross revenue. The escalated license fee is subject to
being readjusted to the original fee percentage if we achieve the applicable cumulative rebranding target milestone in
subsequent years. If we fail to achieve the final cumulative target related to Diamond by September 30, 2031 or the final
cumulative target related to Bluegreen by September 30, 2032, Hilton has the election, by notice to us, to prohibit our
future offering of HGV Max. Notwithstanding for the foregoing, we have agreed to pay Hilton certain minimum license
fees related to the Bluegreen business for each of 2024 and 2025.
The License Agreement also provides for a reduced license fee, ranging from 0% to 1.5%, over the initial (i) five
(5) years following the closing of the Diamond Acquisition and (ii) four (4) years following the closing of the Bluegreen
Acquisition in each case for certain property level revenues (such as retail, food and beverage and transient rental at
properties operating under the new Hilton Vacations Club brand) related to Diamond and Bluegreen properties, as the case
may be, that are converted into our branded properties and become part of the Licensed Business.
For the years ended December 31, 2024, 2023 and 2022, we incurred license fee expense to Hilton of $156
million, $138 million, and $124 million, respectively.
Separate Operations and Related Matters
Pending the rebranding, and so long as they remain non-Hilton licensed branded properties, the Diamond
properties and Bluegreen properties are required to be operated as separate operations in accordance with the License
Agreement. As discussed above, we are not permitted to use any Hilton IP or Hilton Data for such non-Hilton branded
properties, and, accordingly, no license fees are generally owed to Hilton in connection with revenues associated with such
properties and unbranded operations, except as may be required in certain cases. The License Agreement sets forth specific
parameters and requirements for any separate operations, including, without limitation, requirements for separate sales
centers and personnel for sales related to such non-Hilton branded properties and operating such properties in completely
separate physical locations as our Hilton-branded properties, subject to certain limited exceptions.
Hilton Honors Points; Call Transfers
During the term of the License Agreement, we are required to participate in Hilton’s loyalty program, currently
known as the Hilton Honors program. We can purchase Hilton Honors points at cost for 20 years after the date of the
original license agreement, and thereafter at the market rate (with a most favored nation provision, pursuant to which such
market rate is no higher than the price paid by strategic partners that purchase a comparable volume of points annually on
comparable business terms). For the years ended December 31, 2024, 2023 and 2022, we paid Hilton $91 million, $53
million and $68 million, respectively, for Hilton Honors points.
We have entered into a separate agreement with Hilton that governs the transfer of calls from Hilton to us and
other related telemarketing services. Under this agreement, Hilton is required to use its reasonable best efforts to transfer
calls to us at a level consistent with past practice prior to the spin-off for the first ten years. Hilton is required to provide the
call transfer services at cost for the first 30 years and at market rates thereafter. For the years ended December 31, 2024,
2023 and 2022, we paid Hilton $9 million, $11 million and $12 million, respectively, for such call transfers.
Brand Standards; Additional Properties or Projects
We are required to comply with the Hilton brand standards applicable to the Licensed Business (which includes
any part of the Diamond business or Bluegreen business that becomes part of the Licensed Business). The conversion of
any Diamond property or Bluegreen property into our branded property is subject to an approval process by Hilton. In
13
addition, the Diamond and Bluegreen properties rebranding and conversions are subject to an additional fire and life safety
review process by Hilton. Hilton also has the right to enter our vacation ownership properties at any time without notice
and additional permission from us in order to verify that we are complying with the License Agreement and Hilton’s
standards and guidelines.
We are required to obtain Hilton’s consent to develop or operate any additional vacation ownership properties
under the Hilton Marks (including on our own undeveloped parcels).
Deflagging of Properties
Hilton has the right to “deflag” (prevent use of any Hilton IP or Hilton Data at) any property in our Licensed
Business in certain circumstances, including if (i) a $10 million or more final judgment is assessed against such property or
a foreclosure suit is initiated against such property and not vacated; (ii) an ongoing threat or danger to public health or
safety occurs at such property; (iii) such property fails to meet certain quality assurance system performance thresholds; or
(iv) such property is not operated in compliance with the License Agreement or Hilton’s other standards and agreements,
and such breaches are not cured in accordance with the License Agreement.
Certain Prohibited Transactions
The License Agreement limits our ability to complete or participate in certain corporate transactions. Specifically,
unless we obtain Hilton’s prior written consent, we may not be able to: (i) merge with or acquire a Hilton competitor or a
vacation ownership business that has entered into an operating agreement with a Hilton competitor; (ii) merge with or
acquire a vacation ownership business together with a lodging business; or (iii) be acquired or combined with any entity
other than an affiliate. However, we may acquire control of a business that is not a vacation ownership business or a
lodging business without Hilton’s consent, but we are required to operate such business as a “separate operation” that does
not use the Hilton IP or Hilton Data unless Hilton consents to such use. As previously noted, under the License Agreement,
we are required to operate the Diamond business and the Bluegreen business as separate operations. We have established
with Hilton rebrand plans for various Diamond properties and Bluegreen properties. Any conversion of properties must be
approved by Hilton. As previously disclosed, we obtained Hilton's consent under the License Agreement for the Diamond
Acquisition and the Bluegreen Acquisition.
Without Hilton’s prior consent, we may not assign our rights under the License Agreement, except to one of our
affiliates as part of an internal reorganization for tax or administrative purposes.
Other Restrictions
The License Agreement imposes various other restrictions and requirements that pertain to, without limitation, co-
sponsoring credit cards and other payment alternatives, entering into marketing, sponsorship and similar agreements,
engaging in any lodging business, confidentiality and data security, and strict maintenance of, and compliance with,
separation of operations that do not use any of Hilton IP or Hilton Data. Notwithstanding the foregoing, we and Hilton
have agreed to designate no more than fifteen (15) Bluegreen properties (based on an agreed list) to be affiliated with and
operated under a Choice brand in accordance with the terms of the Choice agreements during the term of such agreements.
With respect to marketing, sponsorship and similar agreements, we have expressly agreed with Hilton that we will not
enter into, or extend, renew, or expand the scope of any existing marketing agreements, with a Hilton competitor without
Hiltons’ prior written consent. Further, we have agreed with Hilton to terminate the Choice agreement on the earlier of the
expiration date of the current term or if and when we have a definitive termination right under the Choice agreements.
Termination Rights; Damages
Hilton has the right to terminate the License Agreement as a whole if, among other things: (i) we file for
bankruptcy or cease business operations; (ii) 25 percent or more of our Hilton-branded vacation ownership properties fail
certain performance thresholds or the overall customer satisfaction score for all our Hilton-branded vacation ownership
properties falls below a certain threshold level, and we do not promptly cure such failures; (iii) we operate the Licensed
Business in a way that has a material adverse effect on Hilton; (iv) we fail to pay certain amounts due to Hilton (and in
certain cases, do not promptly cure such failures); (v) we contest Hilton’s ownership of the Hilton IP or the Hilton Data;
(vi) we merge with, consolidate with or are acquired by a competitor of Hilton; or (vii) we assign the agreement to a non-
affiliate without Hilton’s consent.
Our right to use the Hilton Marks as a trade, corporate, d/b/a or similar name under the License Agreement will
automatically terminate if: (i) the aggregate number of units of accommodation in our Licensed Business falls below two-
thirds of the total number of units of accommodation in our entire vacation ownership business (subject to certain limited
exceptions related to the integration periods for the Diamond Acquisition and Bluegreen Acquisition); (ii) we merge with or
acquire control of the assets of certain Hilton competitors and we or they use their brands in any business after such
acquisition; or (iii) we become an affiliate of another Hilton competitor.
14
If we breach our obligations under the License Agreement, Hilton may, in addition to terminating the License
Agreement, be entitled to (depending on the nature of the breach): seek injunctive relief and/or monetary damages; suspend
our access to and terminate our rights to use Licensed IP and/or Hilton Data (other than the Hilton Marks and certain other
content); or terminate our rights to use the Licensed IP (including the Hilton Marks) and Hilton Data at specific locations
that are not in compliance with performance standards.
If the License Agreement terminates due to our fault before the end of the term, we are required to cease use of the
Hilton IP and Hilton Data according to a specified schedule. Hilton has the right to demand liquidated damages based upon
its uncollected royalties and fees for the remainder of the term.
Generally, if our revenues from the Licensed Business during any calendar year are less than sixty-seven percent
(67%) of our audited annual revenues for the same year, Hilton has the right to terminate the exclusivity and compete with
us in the timeshare business using the Licensed Marks.
We are required to indemnify, defend and hold harmless Hilton from and against any claim or liability resulting
from: (i) third-party claims based on (a) our breach of the License Agreement; (b) the operation of our vacation ownership
properties; (c) any use of the Hilton IP or Hilton Data in violation of the License Agreement and (d) any use of any content
provided to us pursuant to the License Agreement; or (ii) claims based on any security breach of our systems and/or
unauthorized use or disclosure of Hilton Data. Additionally, we reaffirmed our indemnification obligations and agreed to
certain expense reimbursement provisions in connection with the Third Amendment for third-party claims that may arise
out of the Bluegreen Acquisition.
This summary does not purport to be complete and is qualified in its entirety by reference to the full text of the
License Agreement, which is filed as Exhibit 10.2(e) to this Annual Report on Form 10-K.
Distribution Agreement
We entered into a Distribution Agreement with Hilton and Park (the “Distribution Agreement”) in connection with
the spin-off. The Distribution Agreement provided for certain transfers of assets and assumptions of liabilities by each of
Hilton, HGV and Park and the settlement or extinguishment of certain liabilities and other obligations among Hilton, HGV
and Park. In addition, HGV, Hilton and Park agreed that losses related to certain contingent liabilities (and related costs and
expenses) that generally are not specifically attributable to any of the separated real estate business, the timeshare business
or the retained business of Hilton (“Shared Contingent Liabilities”) will be apportioned among the parties according to
fixed percentages of 65%, 26% and 9% for Hilton, Park and HGV, respectively. Costs and expenses of, and indemnification
obligations to, third party professional advisors arising out of the foregoing actions also may be subject to these provisions.
Subject to certain limitations and exceptions, Hilton will generally be vested with the exclusive management and control of
all matters pertaining to any such Shared Contingent Liabilities. To date, there have been no contingent liabilities subject to
these provisions since the spin-off. The Distribution Agreement also provides for cross-indemnities that, except as
otherwise provided in the Distribution Agreement, are principally designed to place financial responsibility for the
obligations and liabilities of each business with the appropriate company.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text
of the Distribution Agreement, which is filed as Exhibit 2.1 to this Annual Report on Form 10-K.
Tax Matters Agreement
We have entered into a Tax Matters Agreement with Hilton and Park (the “Tax Matters Agreement”) that governs
the respective rights, responsibilities and obligations of Hilton, Park and us after the spin-off with respect to tax liabilities
and benefits, tax attributes, tax contests and other tax sharing regarding U.S. federal, state, local and foreign income taxes,
other tax matters and related tax returns. Although binding between the parties, the Tax Matters Agreement is not binding
on the Internal Revenue Service (“IRS”). We and Park each will continue to have several liabilities with Hilton to the IRS
for the consolidated U.S. federal income taxes of the Hilton consolidated group relating to the taxable periods in which we
and Park were part of that group. The Tax Matters Agreement specifies the portion, if any, of this tax liability for which we
and Park will bear responsibility, and each party has agreed to indemnify the other two parties against any amounts for
which they are not responsible. The Tax Matters Agreement also provides special rules for allocating tax liabilities in the
event that the spin-off is not tax-free. In general, under the Tax Matters Agreement, each party is responsible for any taxes
imposed on Hilton that arise from the failure of the spin-off and certain related transactions to qualify as a tax-free
transaction for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code, as applicable, and
certain other relevant provisions of the Code, to the extent that the failure to qualify is attributable to actions taken by such
party (or with respect to such party’s stock). The parties share responsibility, in accordance with sharing percentages
applicable to Shared Contingent Liabilities, for any such taxes imposed on Hilton that are not attributable to actions taken
by a party. In addition, to the extent that any taxes that may be imposed on the Hilton consolidated group for the taxable
15
periods prior to the spin-offs relates to our timeshare business, we would be liable for the full amount under the Tax
Matters Agreement.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text
of the Tax Matters Agreement, which is filed as Exhibit 10.1 to this Annual Report on Form 10-K.
Stockholders Agreement with Apollo
In connection with the Diamond Acquisition, the Company, certain funds affiliated with Apollo, and, for certain
limited purposes, Hilton entered into a stockholders agreement on August 2, 2021. For purposes of this section, the term
“Apollo Investors” includes any affiliates of Apollo to whom the Apollo Closing Shares (defined below) may be
transferred.
Board and Governance Rights
Under the stockholders agreement, the Apollo Investors have the right to designate two individuals (the “Apollo
Designees”) to serve on the Company’s board of directors, out of a total of nine directors. If our Board increases its size,
for every three additional directors added, the Apollo Investors have the right to appoint the third such director so long as
the Apollo Investors (or their affiliates who have executed a joinder agreement to become party to the stockholders
agreement) retain 23,935,707 of the aggregate number of shares of our common stock that the Apollo Investors received in
the Diamond Acquisition (such shares, the “Apollo Closing Shares”).
The Apollo Investors’ right to designate members of the board of directors will step down as their ownership
decreases, as follows: (a) ownership below 17,951,780 of the Apollo Closing Shares, one Apollo Designee will be required
to resign; and (b) ownership below 11,967,853 of the Apollo Closing Shares, the second Apollo Designee will be required
to resign, and the Apollo Investors will no longer be entitled to any representation on our Board. The Apollo Investors are
not permitted to “buy back” into the right to designate any Apollo Designees to our Board by acquiring shares of our
common stock in the future.
Transfer Restrictions
The Apollo Investors were subject to a 160-day lock-up period that expired on January 9, 2022. Currently, the
Apollo Investors may freely transfer their shares so long as such transfers (i) comply with the volume and manner of sale
restrictions in Rule 144, (ii) (a) involve the transfer of less than 5% of our total outstanding stock to any person or group,
and (b) are not to certain competitors of HGV or Hilton, known holders of 5% or more of our common stock or known
activists, or (iii) are pursuant to an underwritten offering or a broker-facilitated block trade.
Standstill Obligations
The Apollo Investors are subject to certain standstill obligations so long as they (i) own a number of shares equal
to 5% of the total outstanding shares of our common stock or (ii) have the right to designate at least one director (later of
these two dates, the “Standstill Removal Date”). Such standstill obligations include customary prohibitions on certain
actions, including acquiring additional stock of the Company, seeking to control or influence our board of directors or our
management, and publicly offering to acquire HGV.
Voting Matters
So long as the Apollo Investors own at least 5,983,927 of the Apollo Closing Shares, they are obligated to vote all
of their shares as recommended by our board of directors with respect to routine matters put to a vote of our stockholders.
So long as the Apollo Investors hold at least 11,967,853 of the Apollo Closing Shares, the consent of the Apollo Investors
is required to (i) amend our certificate of incorporation or bylaws in a manner that would require stockholder approval and
would materially, disproportionately and adversely affect the rights of the Apollo Investors, or (ii) increase the size of our
board of directors to exceed twelve directors; provided, that the Apollo Investors have no such consent right for
amendments to our certificate of incorporation or bylaws to adopt a “poison pill” approved by our board of directors.
Registration Rights
The Apollo Investors have certain customary registration rights pursuant to which they may request that we
register the Apollo Closing Shares on a registration statement under the Securities Act of 1933, as amended, subject to
standard carve-outs. In addition, the Apollo Investors have certain “piggyback” rights allowing them to participate in
registered public offerings by the Company. The Apollo Investors are responsible for paying all expenses for the
registration of their shares.
16
Pre-emptive Rights
The Apollo Investors have limited preemptive rights on certain future equity issuances by us, subject to customary
carve-outs and limitations, so long as the Apollo Investors own at least 11,967,853 shares of the Apollo Closing Shares.
Termination
The stockholder's agreement will terminate when the Apollo Investors no longer own at least 5,983,927 of the
Apollo Closing Shares; provided, that certain provisions have different termination dates.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text
of the stockholder's agreement, which is filed as Exhibit 10.16 to this Annual Report on Form 10-K.
Where You Can Find More Information
Our website address is www.hgv.com. Information on our website is not incorporated by reference herein. We file
reports with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-
K, proxy statements on Schedule 14A (both preliminary and final, as applicable), and certain amendments to these reports.
Copies of these reports are available free of charge on our website as soon as reasonably practicable after we file the
reports with the SEC.
17
ITEM 1A.
Risk Factors
Risk Factor Summary
Our business is subject to a number of risks of which you should be aware before making an investment decision.
These risks include, but are not limited to, the following:
•
Macroeconomic and other factors beyond our control;
•
Contraction in the global economy or low levels of economic growth;
•
Risks inherent to the timeshare and hospitality industry, including reliance on tourism and travel, and competition
within the industry;
•
Pandemics, epidemics and related events, including the various measures implemented or adopted to respond to
such events;
•
Material harm to our business if we breach our license agreement with Hilton and Hilton exercises any of its
remedies thereunder, which may include the loss of certain rights (such as exclusivity in the timeshare business)
that we have or the termination of the license agreement;
•
Our ability to use the Hilton brands and trademarks and rebrand the Diamond and Bluegreen businesses and
properties, and any potential consequences under the license agreement if we fail to do so;
•
The quality and reputation of the Hilton brands and affiliation with the Hilton Honors loyalty program;
•
The ability of our critical marketing programs and activities to generate tour flow and contract sales and increase
our revenues;
•
Financial and operational risks related to acquisitions and business ventures, including partnerships or joint
ventures;
•
Our dependence on development activities and risks related to our real estate investments;
•
Our current operations and future expansion outside of the United States;
•
Our ability to hire, retain and motivate key personnel and our reliance on the services of our management team
and employees;
•
Third-party reservation channels affecting our bookings for room rental revenue;
•
Impairment losses that could adversely affect our results of operations;
•
Our insurance policies not covering all potential losses;
•
Our ability to remediate an identified material weakness and maintain effective internal controls over financial
reporting and disclosure controls and procedures;
•
A decline in developed or acquired VOI inventory or failure to enter into and maintain fee-for service agreements
or inability to source VOI inventory or finance sales if we or third-party developers are unable to access capital;
•
The sales of VOIs in the secondary market;
•
Our limited underwriting standards and a possible decline in the default rates or other credit metrics underlying
our timeshare financing receivables;
•
The expiration, termination or renegotiation of our management agreements;
•
Disagreements with VOI owners or HOAs or the failure of HOA boards to collect sufficient fees or increases in
maintenance fees at our resorts;
•
Failure to keep pace with developments in technology;
•
Lack of awareness or understanding of and failure to effectively manage our social media;
•
Cyber-attacks or our failure to maintain the security and integrity of company, employee, customer or third-party
data;
•
Our ability to comply with a wide variety of laws, regulations and policies, including those applicable to our
international operations;
•
Changes in privacy laws, environmental laws, tax laws or accounting rules or regulations;
18
•
Failure to comply with laws and regulations applicable to our international operations;
•
Our substantial indebtedness and other contractual obligations, restrictions imposed on us by certain of our debt
agreements and instruments and our variable rate indebtedness which subjects us to interest rate risk;
•
Failure to comply with agreements relating to our outstanding indebtedness;
•
Our ability, or the ability of our subsidiaries, to generate sufficient cash to meet our needs and service our
indebtedness;
•
The ability of our board of directors to change corporate policies without stockholder approval;
•
Anti-takeover provisions in our organizational documents and Delaware law and consent requirements in our
license agreement with Hilton that may deter a potential business combination transaction;
•
Fluctuation in the market price and trading volume of our common stock;
•
Our ability to repurchase our common stock pursuant to our share repurchase program or that our share
repurchase program will enhance long-term shareholder value. Share repurchases could also increase the volatility
of the price of our common stock and diminish our cash reserves;
•
Our ability to integrate the Diamond and the Bluegreen businesses successfully or realize the anticipated cost
savings, synergies and growth in operating results with each such acquisition, as well as integrate strategic
partnerships assumed in the Bluegreen Acquisition;
•
Our ability to effectively manage our expanded operations resulting from both the Diamond Acquisition and the
Bluegreen Acquisition, including the respective trust systems associated with such businesses;
•
Potential liabilities related to our spin-off from Hilton, including U.S. federal income tax liabilities, liabilities
arising out of state and federal fraudulent conveyance laws and the possible assumption of responsibilities for
obligations allocated to Hilton or Park; and
•
The sufficiency of any indemnity Hilton or Park is required to provide us and the amount of any indemnity we
may be required to provide Hilton or Park related to the period prior to the spin-off.
The foregoing is only a summary of our risks. These and other risks are discussed more fully in the section entitled “Risk
Factors” in Part I, Item 1A and elsewhere in this Annual Report on Form 10-K.
19
Risk Factors
We are subject to various risks that could materially and adversely affect our business, financial condition, results of
operations, liquidity and stock price. You should carefully consider the risk factors discussed below, in addition to the other
information in this Annual Report on Form 10-K. Further, other risks and uncertainties not presently known to
management or that management currently deems less significant also may result in material and adverse effects on our
business, financial condition, results of operations, liquidity and stock price. The risks below also include forward-looking
statements; and actual results and events may differ substantially from those discussed or highlighted in these forward-
looking statements. See “Cautionary Note Regarding Forward-Looking Statements.”
Risks Related to Our Industry
Macroeconomic and other factors beyond our control can adversely affect and reduce demand for our products and
services.
Macroeconomic and other factors beyond our control can reduce demand for our products and services, including
demand for timeshare products. These factors include, but are not limited to:
•
changes in general economic conditions, including low consumer confidence, high unemployment levels,
inflation, rising interest rates, and depressed real estate prices resulting from the severity and duration of any
downturn in the U.S. or global economy;
•
war, political conditions or civil unrest, violence or terrorist activities or threats and heightened travel security
measures instituted in response to these events;
•
the financial and general business condition of the travel industry;
•
statements, actions or interventions by governmental officials related to travel and the resulting negative public
perception of such travel;
•
conditions that negatively shape public perception of travel, including travel-related accidents and outbreaks of
pandemic or contagious diseases, such as coronavirus, Ebola, avian flu, severe acute respiratory syndrome
(SARS), H1N1 (swine flu) and the Zika virus;
•
cyber-attacks;
•
price and availability of natural resources and supplies;
•
natural or manmade disasters, such as earthquakes, windstorms, tornadoes, hurricanes, typhoons, tsunamis,
volcanic eruptions, floods, drought, fires, oil spills and nuclear incidents, and the effects of climate change
increasing the frequency and severity of extreme weather events; and
•
organized labor activities, which could cause a diversion of business from resorts involved in labor negotiations
and loss of business generally for the resorts we manage as a result of certain labor tactics.
Any one or more of these factors can adversely affect, and from time to time have adversely affected, individual resorts and
particular regions. With some of our properties being concentrated in certain geographic areas including Arizona,
California, Florida, Hawaii, Nevada, South Carolina, and Virginia in the United States and in Europe, we are, therefore,
particularly susceptible to adverse developments in those areas. All of the foregoing factors could have an adverse effect on
our business, financial condition and results of operations.
Contraction in the global economy or low levels of economic growth could adversely affect our revenues and
profitability as well as limit or slow our future growth.
Consumer demand for products and services provided by the timeshare industry is closely linked to the
performance of the general economy and is sensitive to business and personal discretionary spending levels. Decreased
global or regional demand for products and services provided by the timeshare industry can be especially pronounced
during periods of economic contraction or low levels of economic growth, and the recovery period in our industry may lag
overall economic improvement. For example, inflation could have an indirect adverse impact on our business by making
travel more expensive for consumers and reducing consumer discretionary income. Declines in demand for our products
and services due to general economic conditions could negatively affect our business by decreasing the revenues we are
able to generate from our VOI sales, financing activities and Club and resort operations. In addition, many of the expenses
associated with our business, including personnel costs, interest, rent, property taxes, insurance and utilities, are relatively
fixed. During a period of overall economic weakness, if we are unable to meaningfully decrease these costs as demand for
our products and services decreases, our business operations and financial performance may be adversely affected.
20
We are subject to business, financial and operating risks inherent to the timeshare and hospitality industry, any of
which could reduce our revenues and limit opportunities for growth.
Our business is subject to a number of business, financial and operating risks inherent to the timeshare industry,
including:
•
changes in the supply and demand for our products and services;
•
our ability to securitize the receivables that we originate in connection with VOI sales;
•
delays in or cancellations of planned or future development or refurbishment projects;
•
the financial condition of third-party developers with whom we do business;
•
relationships with third-party developers, our Club members and HOAs;
•
changes in desirability of geographic regions of our resorts and affiliated resorts, geographic concentration of our
operations and shortages of desirable locations for development;
•
changes in operating costs, including energy, food, employee compensation and benefits and insurance;
•
increases in costs due to inflation or otherwise, including increases in our operating costs, that may not be fully
offset by price and fee increases in our business;
•
changes in taxes and/or governmental regulations that influence or set wages, prices, interest rates or construction
and maintenance procedures and costs;
•
significant increases in cost of health care coverage for employees, and various government regulation with
respect to health care coverage;
•
shortages of labor or labor disruptions;
•
the availability and cost of capital necessary for us, and third-party developers with whom we do business, to fund
investments, capital expenditures and service debt obligations;
•
significant competition from other timeshare businesses and hospitality providers in the markets in which we
operate;
•
market and/or consumer perception and reputation of timeshare companies and the industry in general;
•
the economic environment for and trends in the tourism and hospitality industry, which may impact the
vacationing and purchasing decisions of consumers;
•
the influence of social media on consumers’ lodging decisions;
•
increases in the use of third-party and competitor internet services to book hotel reservations, secure short-term
lodging accommodations and market vacation rental properties;
•
legal, business or regulatory issues unique to the geographic locations of our resorts and affiliated resorts, which
could increase the cost of or result in delays in entering into or expanding in those locations.
•
limited underwriting standards due to the real-time nature of industry sales practices;
•
private resales of VOIs and the sale of VOIs in the secondary market; and
•
the impact on the industry of unlawful or deceptive third-party VOI resale or vacation package sales schemes.
Any of these factors could increase our costs or limit or reduce the prices we are able to charge for our products
and services or otherwise affect our ability to maintain existing properties or products, develop new properties, products
and services or source VOI supply from third parties. As a result, any of these factors can reduce our revenues and limit
opportunities for growth.
We operate in a highly competitive industry.
The timeshare industry is highly competitive. The Hilton brands we use compete with the timeshare brands
affiliated with major hotel chains in national and international venues, and we compete generally with the vacation rental
options generally offered by the lodging and travel industry (e.g., hotels, resorts, home and apartment sharing services, and
condominium rentals) and other options such as cruises.
We also compete with other timeshare developers for sales of VOIs based principally on location, quality of
accommodations, price, service levels and amenities, financing terms, quality of service, terms of property use, reservation
systems, flexibility for VOI owners to exchange into time at other timeshare properties, or other travel rewards, including
access to hotel loyalty programs, as well as brand name recognition and reputation. Our competitors include numerous
other smaller owners and operators of timeshare resorts, as well as home and apartment sharing services that market
available privately owned residential properties that can be rented on a nightly, weekly or monthly basis. In addition, we
are in competition with national and independent timeshare resale companies and members reselling existing VOIs on the
21
secondary market, which could reduce demand or prices for sales of new VOIs. We also compete with other timeshare
management companies in the management of resorts on behalf of owners on the basis of quality, cost, types of services
offered and relationship. We compete with other timeshare companies for off-site sales centers, through which we market
our products to potential members, including in locations like high-traffic shopping centers and tourist attractions in leisure
destinations. Finally, we also compete for property acquisitions (either for development or existing VOI inventory) and
partnerships with entities that have similar investment objectives as we do. This competition could limit the number of, or
negatively affect the cost of, suitable investment opportunities available to us.
Our ability to remain competitive and to attract and retain members depends on our success in distinguishing the
quality and value of our products and services from those offered by others. If we cannot compete successfully in these
areas or if our marketing and sales efforts are not successful and we are unable to convert customers to a sufficient number
of sales, this could negatively affect our operating profits and margins and our ability to recover the expense of our
marketing programs and grow our business, diminish our market share and reduce our earnings.
Any pandemic, epidemic and related events may have a material adverse effect on our business, financial condition and
results of operations.
During the COVID-19 pandemic, governments and other authorities in the United States and around the world
took and implemented unprecedented measures, and businesses, organizations and individuals, including HGV,
implemented a variety of measures in response that were required or were believed to be advisable, including, without
limitation, temporarily closing businesses. The pandemic, as well as such measures, had a significant adverse impact on
domestic and international travel, consumer demand for travel, commercial activities across the travel, lodging and
hospitality industries, businesses generally, and consequently, on our business and operations. Any future variant of
COVID-19 and/or new pandemic or epidemic that leads to similar measures, restrictions or responses could again
materially and adversely impact our business, financial condition and operating results.
Risks Related to the Operation of Our Business
We do not own the Hilton brands and our business will be materially harmed if we breach our license agreement with
Hilton or it is terminated.
We are party to a license agreement with Hilton granting us the right to use the Hilton-branded trademarks, trade
names and related intellectual property in our business for the term of the license agreement. The license agreement was
amended and restated in connection with the Diamond Acquisition and the Bluegreen Acquisition to facilitate our
integration of the Diamond and Bluegreen businesses and create a license fee structure for the integrations. If we breach
our obligations under the license agreement, Hilton may be entitled to terminate the license agreement, terminate our rights
to use the Hilton brands and other Hilton intellectual property at properties that do not meet applicable standards and
policies, terminate the noncompetition that generally prohibits Hilton from using its mark to engage in the timeshare
business, or to exercise other remedies. Pursuant to the license agreement, Hilton would be the sole owner of certain
licensed marks related to any new brands associated with the Diamond portfolio that we developed or may develop. If the
license agreement is terminated, we could lose the right to use one or more of such new brands.
The termination of the license agreement or exercise of other remedies would materially harm our business and
results of operations and impair our ability to market and sell our products and maintain our competitive position. For
example, if we are not able to rely on the strength of the Hilton brands to attract prospective members and guests in the
marketplace, our revenue and profits would decline, and our marketing and sales expenses would increase. If we are not
able to use Hilton’s marketing databases and corporate-level advertising channels to reach potential members and guests,
including Hilton’s internet address as a channel through which to market available inventory, our member growth would be
adversely affected and our revenue would materially decline, and it is unlikely that we would be able to replace the revenue
associated with those channels.
Even if the license agreement remains in effect, the termination or restriction of our rights to use any branded
trademarks, trade names and related intellectual property licensed to us by Hilton at properties that fail to meet applicable
standards and policies, or any deterioration of quality or reputation of the Hilton brands (even deterioration not leading to
termination of our rights under the license agreement or not caused by us), could also harm our reputation and impair our
ability to market and sell our products, which could materially harm our business.
In addition, if license agreement terms relating to the Hilton Honors loyalty program terminate, we would not be
able to offer Hilton Honors points to our members and guests. This would adversely affect our ability to sell our products,
offer the flexibility associated with our Club membership and sustain our collection performance on our timeshare
financing receivables portfolio.
22
Finally, the license agreement imposes a number of restrictions or prohibitions on our business and operations,
and our ability to engage in a number of transactions, including, without limitations, acquiring or being acquired by another
entity, engaging in any lodging business or otherwise competing with Hilton, and entering into or amending in any manner
certain types of marketing agreements, including with Hilton’s competitors (such as Choice), in each case without Hilton’s
consent. Any noncompliance with any of these provisions may result in the termination of the license agreement, either
automatically or at Hilton’s election. In addition, while we are permitted under the license agreement to engage in certain
other businesses, including owning and operating vacation ownership business and properties that are not Hilton-branded,
in such instances, we are not permitted to use any of the rights and assets provided by Hilton under the license agreement
in connection with such business and operation. In fact, we are required to comply with various requirements to operate
such business and properties as separate operations. However, if any such non-Hilton branded vacation ownership
properties and related units and revenues exceed certain thresholds, we may lose certain rights, including the right related
to our use of Hilton-branded trademarks, including our “Hilton Grand Vacations” corporate name. In addition, any non-
compliance with the separate operations provision may give rise to Hilton’s ability to terminate the license agreement. Any
of the foregoing and other factors that lead to Hilton’s termination of the license agreement will have a material and
irreparable adverse impact on our business. See “Item 1. Business—Key Agreements with Hilton Worldwide Holdings.”
We will rely on Hilton to consent to our use of its trademarks at new properties we manage in the future.
Under the terms of our license agreement with Hilton, we are required to obtain Hilton’s consent to use its
trademarks in circumstances specified in the license agreement. Hilton may reject a proposed project in certain
circumstances. Any requirements to obtain Hilton’s consent to our expansion plans, including the ongoing rebranding of
the acquired Diamond resorts and planned rebranding of the acquired Bluegreen resorts to Hilton branded properties, or the
need to identify and secure alternative expansion opportunities because Hilton does not allow us to use its trademarks with
proposed new projects, may delay implementation of our expansion plans, cause us to incur additional expense or reduce
the financial viability of our projects. Further, if Hilton does not permit us to use its trademarks in connection with our
expansion plans, our ability to expand our Hilton-branded timeshare business would cease and our ability to remain
competitive may be materially adversely affected. See “Risks Related to the Integration of Diamond—Our ability to
integrate the acquired Diamond business could be harmed if Hilton does not consent to the use of its trademarks in
connection with the rebranding of Diamond resorts,” “Risks Related to the Integration of Bluegreen—Our ability to
integrate the acquired Bluegreen business could be harmed if Hilton does not consent to the use of its trademarks in
connection with the rebranding of Bluegreen resorts” and “Item 1. Business—Key Agreements with Hilton Worldwide
Holdings.”
Our business depends on the quality and reputation of the Hilton brands and affiliation with the Hilton Honors loyalty
program.
Currently, our Legacy HGV products and services are offered under the Hilton brand names and affiliated with the
Hilton Honors loyalty program, and we intend to continue to develop and offer products and services under the Hilton
brands and affiliated with the Hilton Honors loyalty program in the future, including the products acquired in the Diamond
Acquisition and the Bluegreen Acquisition. In addition, the license agreement contains significant prohibitions on our
ability to own or operate properties that are not Hilton brand names. The concentration of our products and services under
these brands and program may expose us to risks of brand or program deterioration, or reputational decline, that are greater
than if our portfolio were more diverse. Furthermore, as we are not the owner of the Hilton brands or the Hilton Honors
loyalty program, changes to these brands and program or our access to them, including our ability to buy points to offer to
our members and potential members, could negatively affect our business. Any failure by Hilton to protect the trademarks,
trade names and intellectual property that we license from it could reduce the value of the Hilton brands and also harm our
business. If these brands or program deteriorate or materially change in an adverse manner, or the reputation of these
brands or program declines, our market share, reputation, business, financial condition or results of operations could be
materially adversely affected.
We rely on several critical marketing programs and activities to generate tour flow and contract sales and increase our
revenues.
We rely on several critical marketing activities and arrangements to engage with potential VOI purchasers for
generating tour flow, contract sales and financing fees, resort management and other revenues. These include targeted
direct marketing, transfers of calls by Hilton of its customers to us pursuant to Marketing Services Agreement, our
marketing and joint venture agreements with Bass Pro, our strategic and related agreements with Choice, the successful
implementation of our digital and technology-based marketing strategy and the integration of the marketing technologies of
Bluegreen and Diamond with our strategy. Any significant changes to one or more factors that adversely affect such
marketing activities and arrangements will adversely impact our revenue and growth strategy.
23
We may experience financial and operational risks in connection with acquisitions and other opportunistic business
ventures.
We will consider strategic acquisitions to expand our inventory options and distribution capabilities; however, we
may be unable to identify attractive acquisition candidates or complete transactions on favorable terms. Future acquisitions
could result in potentially dilutive issuances of equity securities and/or the assumption of contingent liabilities. These
acquisitions may also be structured in such a way that we will be assuming unknown or undisclosed liabilities or
obligations. Moreover, we may be unable to efficiently integrate acquisitions, management attention and other resources
may be diverted away from other potentially more profitable areas of our business and in some cases these acquisitions
may turn out to be less compatible with our growth and operational strategy than originally anticipated. The occurrence of
any of these events could adversely affect our business, financial condition and results of operations.
As part of our business strategy, we also intend to continue collaborating with Hilton on timeshare development
opportunities at new and existing hotel properties and explore growth opportunities along the Hilton brand spectrum, as
well as expand our marketing partnerships and travel exchange partners. However, we may be unable to successfully enter
into these arrangements on favorable terms or launch related products and services, or such products and services may not
gain acceptance among our members or be profitable. The failure to develop and execute any such initiatives on a cost-
effective basis could have an adverse effect on our business, financial condition and results of operations.
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 have co-invested with third parties and we may in the future co-invest 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. These include our Elara joint venture with
Blackstone and our joint venture with Bass Pro that we assumed as part of the Bluegreen Acquisition. 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 contribution. In addition, 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. 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, beyond the amount of our equity investment, in certain
circumstances in the event of a default. 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, and to the extent of any guarantee our
assets, to additional risk. In addition, we may, in certain circumstances, be liable for the actions of our third-party partners
or co-venturers.
24
Our dependence on development activities exposes us to project cost and completion risks.
We secure VOI inventory in part by developing new timeshare properties and new phases of existing timeshare
properties. We have continued our construction activities as a critical source of developing new inventories that we sell and
will continue to sell. Our ongoing involvement in the development of inventory presents a number of risks, including:
•
weakness in the capital markets limiting our ability to raise capital for completion of projects or for development
of future properties or products;
•
construction costs and the costs of materials and supplies, to the extent they escalate faster than the pace at which
we can increase the price of VOIs, adversely affecting our profits and margins;
•
construction delays, supply chain delays, labor shortages, zoning and other local, state or federal governmental
approvals, particularly in new geographic areas with which we are unfamiliar, cost overruns, lender financial
defaults, or natural or man-made disasters, such as earthquakes, tsunamis, hurricanes, floods, fires, volcanic
eruptions and oil spills, increasing overall project costs, affecting timing of project completion or resulting in
project cancellations;
•
any liability or alleged liability or resultant delays associated with latent defects in design or construction of
projects we have developed or that we construct in the future adversely affecting our business, financial condition
and reputation;
•
failure by third-party contractors to perform for any reason, exposing us to operational, reputational and financial
harm; and
•
the existence of any title defects in properties we acquire.
We also source inventory from third-party developers that are exposed to such risks, and the occurrence of any of
these risks with respect to those third parties could have a material adverse effect on our access to the inventory sourced
from these developers. In addition, developing new VOIs to market and sell requires us to register such VOIs in applicable
states, which necessitates the incurrence of additional time and cost, and in many jurisdictions, the exact date of any such
registration approvals cannot be accurately predicted. Any significant delays in timeshare project registration approvals
will materially adversely impact our sales activities and thereby negatively impact our revenue. See “—Our business is
regulated under a wide variety of laws, regulations and policies, and failure to comply with these regulations could
adversely affect our business.”
Our real estate investments subject us to numerous risks.
We are subject to the risks that generally relate to investments in and the development of real property. A variety
of factors affect income from properties and real estate values, including laws and regulations, insurance, interest rate
levels and the availability of financing. Our license agreement or other agreements with Hilton may require us to incur
unexpected costs required to cause our properties to comply with applicable standards and policies. Our financial results
have been positively impacted by a lower interest rate environment. However, when interest rates increase the cost of
acquiring, developing, expanding or renovating real property increases, and real property values may decrease as the
number of potential buyers decrease. Many costs of real estate investments, such as real estate taxes, insurance premiums,
maintenance costs and certain operating costs, are generally more fixed than variable, and as a result are not reduced even
when a property is not fully sold or occupied. If any of these risks were realized, they could have a material adverse effect
on our results of operations or financial condition.
Our current operations and future expansion outside of the United States make us susceptible to the risks of doing
business internationally, which could lower our revenues, increase our costs, reduce our profits or disrupt our business.
We currently have timeshare properties located internationally in Europe, Mexico, the Caribbean, Canada and
Asia. We also market our products and services in the Asia Pacific region, primarily in Japan and South Korea. In addition,
as part of our business strategy, we intend to continue the expansion of our operations in Japan, including by continuing to
market and sell VOIs at Sesoko and Odawara resorts and continuing to opportunistically develop additional property or
acquire additional inventory, as well as explore further expansion opportunities in other countries located in the Asia
Pacific region, Mexico, Europe and the Caribbean. Such activities may not be limited only to marketing efforts for existing
international and U.S. properties and products in other countries, but may also include acquiring, developing, managing,
marketing, offering and/or financing timeshare properties and VOI related products and services in such countries.
Current and future international operations expose us to a number of additional challenges and risks are inherent
in operating in countries other than the United States, such as:
•
compliance with laws of both United States and non-U.S. jurisdictions, including foreign ownership restrictions,
import and export controls, tariffs, embargoes and changes in applicable tax law, and other laws affecting our
acquisition, development, management, marketing, sales, financings, and related activities;
25
•
political or civil unrest, acts of terrorism, the threat of international boycotts or anti-U.S. legislation or sentiment
and the identification of the Hilton brands as U.S. brands;
•
the negative impact of relationships between governments in those countries and the United States, which may
result in or from undesirable trade, tariff, travel or other policies and regulations (including pursuant to policies of
the new U.S. administration);
•
local economic risks in such countries including, but not limited to foreign currency exchange risks and the
imposition of restrictions on currency conversion or the transfer of funds;
•
employee matters, including laws and regulations related to employment;
•
exposure to litigation in foreign jurisdictions and uncertainties as to local laws regarding, and enforcement of,
contract and intellectual property rights; and
•
other difficulties involved in managing an organization doing business internationally.
Expansion of our international operations into other countries and territories may result in greater inefficiencies in
navigating the risks of operating internationally and could result in greater effects on our business than would be
experienced by a company with greater international experience. These and other factors may materially adversely affect
our business generally, future expansion plans, revenues from international operations, and costs and profits, as well as our
financial condition.
We rely on highly skilled personnel and, if we are unable to retain or motivate key personnel, hire qualified personnel,
or maintain our corporate culture, we may not be able to grow effectively.
Our performance largely depends on the talents and efforts of highly skilled individuals. Our future success
depends on our continuing ability to identify, hire, develop, motivate, and retain highly skilled personnel for all areas of our
organization. Competition in our industry for qualified employees is intense, and certain of our competitors have directly
targeted our employees. Our compensation arrangements may not always be successful in attracting new employees and
retaining and motivating our existing employees, and we may need to increase compensation in order to maintain our
workforce.
The loss of any members of our management team could adversely affect our strategic, member and guest
relationships and impede our ability to execute our business strategies. If we cannot recruit, train, develop or retain
sufficient numbers of talented employees, we could experience increased employee turnover, decreased member and guest
satisfaction, low morale, inefficiency or internal control failures, which could materially reduce our profits. In addition,
insufficient numbers of skilled employees at our properties could constrain our ability to maintain our current levels of
business or successfully expand our business.
We believe that our corporate culture fosters innovation, creativity, and teamwork. As our organization continues
to grow, including as a result of any recent acquisitions and any future strategic acquisitions, and we are required to
implement more complex organizational management structures, we may find it increasingly difficult to maintain the
beneficial aspects of our corporate culture and attract and retain employees. This could negatively affect our future success.
Third-party reservation channels may negatively affect our bookings for room rental revenues.
Some stays at the properties we manage are booked through third-party internet travel intermediaries, such as
expedia.com, orbitz.com and booking.com, as well as lesser-known and/or newly emerging online travel service providers.
As the percentage of internet bookings increases, these intermediaries may be able to obtain higher commissions, reduced
room rates or other significant contract concessions from us. Moreover, some of these internet travel intermediaries are
attempting to commoditize lodging, by increasing the importance of price and general indicators of quality (such as “three-
star property”) at the expense of brand identification. These intermediaries also generally employ aggressive marketing
strategies, including expending significant resources for online and television advertising campaigns to drive consumers to
their websites. Additionally, consumers can book stays at the properties we manage through other distribution channels,
including travel agents, travel membership associations and meeting procurement firms. Over time, consumers may
develop loyalties to these third-party reservation systems rather than to our booking channels. Although we expect to derive
most of our business from traditional channels and our websites (and those of Hilton), our business and profitability could
be adversely affected if customer loyalties change significantly, diverting bookings away from our distribution channels.
Changes to estimates or projections used to assess the fair value of our assets, or operating results that are lower than
our current estimates at certain locations, may cause us to incur impairment losses that could adversely affect our
results of operations.
Our total assets include intangible assets with finite useful lives and long-lived assets, principally property and
equipment and VOI inventory. We evaluate our intangible assets with finite useful lives and long-lived assets for
26
impairment when circumstances indicate that the carrying amount may not be recoverable. Our evaluation of impairment
requires us to make certain estimates and assumptions including projections of future results. After performing our
evaluation for impairment, including an analysis to determine the recoverability of long-lived assets, we will record an
impairment loss when the carrying value of the underlying asset, asset group or reporting unit exceeds its fair value. We
carry our VOI inventory at the lower of cost or estimated fair value, less costs to sell. If the estimates or assumptions used
in our evaluation of impairment or fair value change, we may be required to record impairment losses on certain of these
assets. If these impairment losses are significant, our results of operations would be adversely affected.
Our insurance policies may not cover all potential losses.
We maintain insurance coverage for liability, property, business interruption, cyber liability and other risks with
respect to business operations. While we have comprehensive property and liability insurance policies with coverage
features and insured limits that we believe are customary, market forces beyond our control may limit the scope of the
insurance coverage we can obtain or our ability to obtain coverage at reasonable rates. The cost of our insurance may
increase, and our coverage levels may decrease, which may affect our ability to maintain customary insurance coverage
and deductibles at acceptable costs. There is a limit as well as various sub-limits on the amount of insurance proceeds we
will receive in excess of applicable deductibles. If an insurable event occurs that affects more than one of our properties,
the claims from each affected property may be considered together to determine whether the per occurrence limit, annual
aggregate limit or sub-limits, depending on the type of claim, have been reached. If the limits or sub-limits are exceeded,
each affected property may only receive a proportional share of the amount of insurance proceeds provided for under the
policy. Further, certain types of losses, generally of a catastrophic nature, such as earthquakes, hurricanes and floods, war,
terrorist acts, such as biological or chemical terrorism, political risks, some environmental hazards and/or natural or man-
made disasters, may be outside the general coverage limits of our policy, subject to large deductibles, deemed uninsurable
or too cost-prohibitive to justify insuring against. In addition, in the event of a substantial loss, the insurance coverage we
carry may not be sufficient to pay the full market value or replacement cost of the affected resort or in some cases may not
provide a recovery for any part of a loss. As a result, we could lose some or all the capital we have invested in a property,
as well as the anticipated future marketing, sales or revenue opportunities from the property. Further, we could remain
obligated under guarantees or other financial obligations related to the property despite the loss of product inventory, and
our members could be required to contribute toward deductibles to help cover losses.
We previously identified a material weakness in our internal control over financial reporting related to the prior two
fiscal years. If we experience additional material weaknesses, or otherwise fail to maintain an effective system of
internal control over financial reporting, we may not be able to accurately or timely report our financial results, in
which case our business may be harmed, our stock price could be adversely affected, and we may otherwise experience
other adverse consequences.
As previously disclosed, in connection with our year-end assessment of internal control over financial reporting
for each of fiscal year 2023 and 2022, our management determined that, as of December 31, 2023 and as of December 31,
2022, respectively, we had not maintained effective internal control over financial reporting due to a material weakness in
internal control over financial reporting (a) arising out of ineffectively designed general information technology controls
over user access for an IT application used to initiate revenue and inventory transactions, in the case of 2023, and (b)
related to Diamond, in the case of 2022. A material weakness is a deficiency, or a combination of deficiencies, in our
internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the
Company’s annual or interim financial statements will not be prevented or detected on a timely basis.
While both material weaknesses have been fully remediated, there can be no assurances that other deficiencies
may come to our management’s attention in the future that could lead to additional material weaknesses, particularly as we
continue to integrate both the Diamond Acquisition and the Bluegreen Acquisition. Any one or more of these outcomes
could cause us to fail to meet our financial reporting obligations or result in material misstatements in our financial
statements, which could adversely affect our business generally and lead to other adverse consequences, including, without
limitation, the loss of investor confidence in us, reduction of our stock price, and exposure to litigation or government
investigations and/or sanctions. In addition, remediation plans can be costly and divert critical attention of our internal
personnel and resources, which could increase our general and administrative expenses and decrease our net operating
results.
Our business could be adversely impacted if we have deficiencies in our disclosure controls and procedures, including
as a result of the material weakness identified by management.
The design and effectiveness of our disclosure controls and procedures are closely tied to and interdependent with
our internal control over financial reporting. Our disclosure controls and procedures, as may be updated to include
additional enhancements to the design of existing financial reporting and information technology controls and procedures,
as well as adding additional controls and processes, as previously discussed, are designed to ensure that information we are
27
required to disclose in the reports that we file or submit under the Exchange Act and applicable rules and regulations is
recorded, processed, summarized and reported within the time periods specified in such rules and forms, and that such
required information is accumulated and communicated to our management in a timely manner. Nonetheless, our
disclosure controls and procedures may not prevent all omissions, errors, or misstatements due to a number of factors,
including, without limitation, resource constraints, benefits of the controls and procedures relative to their costs, human
error and judgment, or intentional circumvention by individual acts, any of which may cause omissions, errors, or
misstatements. While management will continue to review the effectiveness of our disclosure controls and procedures,
including our internal controls over financial reporting, there can be no guarantee that our disclosure controls and
procedures and internal controls will prevent all omissions, errors and misstatements, intentional or otherwise, any
occurrence of which may result in material omissions or misstatements in our filings with the SEC, which could materially
adversely affect our financial results, investor confidence, our stock price, and our business generally.
Risks Related to the Sale of VOIs
A decline in developed or acquired VOI inventory or our failure to enter into and maintain fee-for-service agreements
may have an adverse effect on our business or results of operations.
In addition to VOI supply that we develop or acquire, we source VOIs through fee-for-service agreements with
third-party developers. If we fail to develop timeshare properties, acquire inventory or are unsuccessful in entering into
new agreements with third-party developers, we may experience a decline in VOI supply, which could result in a decrease
in our revenues. Approximately 37% of our contract sales were from capital-efficient sources for the year ended
December 31, 2024. As part of our strategy to optimize our sales mix of capital-efficient inventory, we will continue to
acquire inventory and enter into additional fee-for-service agreements to source inventory. These arrangements may expose
us to additional risk as we will not control development activities or timing of development completion. If third parties
with whom we enter into agreements are not able to fulfill their obligations to us, the inventory we expect to acquire or
market and sell on their behalf may not be available on time or at all, or may not otherwise be within agreed-upon
specifications, including the specifications that we must meet in order to use Hilton’s trademarks at such properties. If our
counterparties do not perform as expected and we do not have access to the expected inventory or obtain access to
inventory from alternative sources on a timely basis, our ability to achieve sales goals may be adversely affected.
In addition, a decline in VOI supply could result in a decrease of financing revenues that are generated by VOI
purchases and fee and rental revenues that are generated by our resort and Club management services.
Our ability to source VOI inventory and finance VOI sales may be impaired if we or the third-party developers with
whom we do business are unable to access capital when necessary.
The availability of funds for new investments, primarily developing, acquiring or repurchasing VOI inventory,
depends in part on liquidity factors and capital markets over which we can exert little, if any, control. Instability in the
financial markets and any resulting contraction of available liquidity and leverage could constrain the capital markets for
investments in timeshare products. In addition, we intend to access the securitization markets to securitize our timeshare
financing receivables. Any future deterioration in the financial markets could preclude, limit, delay or increase the cost to
us of future securitizations. Instability in the financial markets could also affect the timing and volume of any
securitizations we undertake, as well as the financial terms of such securitizations. Any indebtedness we incur, including
indebtedness under these facilities, may adversely affect our ability to obtain any additional financing necessary to develop
or acquire additional VOI inventory, to make other investments in our business, or to repurchase VOIs on the secondary
market. Furthermore, volatility in the financial markets, due to tightening of underwriting standards by lenders and credit
rating agencies, among other things, could result in less availability of credit and increased costs for what is available. As a
result, we may not be able to obtain financing on attractive terms or at all. If our overall cost of borrowing increases, the
increased costs would likely reduce future cash flow available for distribution, affecting our growth and development
plans.
We also require the issuance of surety bonds in connection with our real estate development and VOI sales
activity. The availability, terms and conditions and pricing of our bonding capacity is 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. If bonding capacity is unavailable, or alternatively, if the terms
and conditions and pricing of such bonding capacity are unacceptable to us, our business could be negatively affected.
We have and will continue to enter into fee-for-service agreements with third-party developers to source
inventory. These agreements enable us to generate fees from the marketing and sales services we provide, Club
memberships and from the management of the timeshare properties without requiring us to fund acquisition and
construction costs. If these developers are not able to obtain or maintain financing necessary for their operations, we may
not be able to enter into these arrangements, which would limit opportunities for growth and reduce our revenues.
28
The sale of VOIs in the secondary market by existing members could cause our sales revenues and profits to decline.
Existing members have offered, and are expected to continue to offer, their VOIs for sale on the secondary market.
The sale of VOIs has been made easier by recent development of virtual marketplaces assisting members with the sale of
their VOIs. The prices at which these intervals are sold are typically less than the prices at which we would sell the
intervals. As a result, these sales create additional pricing pressure on our sale of VOIs, which could cause our sales
revenues and profits to decline. In addition, if the secondary market for VOIs becomes more organized or financing for
such resales becomes more available, our ability to sell VOIs could be adversely affected and/or the resulting availability of
VOIs (particularly where the VOIs are available for sale at lower prices than the prices at which we would sell them) could
adversely affect our sales revenues. Further, existing members have been, and we anticipate will continue to be,
increasingly targeted in deceptive sales or resale schemes, including social engineering campaigns attempting to defraud
existing members (for example, offering alluring “exit program” opportunities) which also could adversely affect our
ability to sell VOIs and ultimately our sales revenues.
Development of a strong secondary market may also cause a decline in the volume of VOI inventory that we are
able to repurchase, which could adversely affect our development margin, as we utilize this low-cost inventory source to
supplement our inventory needs and help manage our cost of vacation ownership products.
We have limited underwriting standards due to the real-time nature of industry sales practices, and do not include
traditional ability-to-pay factors such as income verification which may affect loan default rates. If purchasers' default
on the loans that we provide to finance their VOI purchases, our revenues, cash flows and profits could be reduced.
We originate loans for purchasers of our VOIs who qualify according to our credit criteria. Our underwriting
standards generally employ FICO® score-based standards, down payment ratios, and borrowing history, but due to the
real-time nature of industry sales practices, do not include certain traditional ability-to-pay factors, such as income
verification.
Providing secured financing to some purchasers of VOIs subjects us to the risk of purchaser default. As of
December 31, 2024, our consumer loan portfolio had a balance of approximately $4.0 billion and experienced default rates
of 10.77%, 8.56% and 7.92% for the fiscal years ended December 31, 2024, 2023 and 2022, respectively. If a purchaser
defaults under the financing that we provide, we could be forced to write off the loan and reclaim ownership of the VOI.
We may be unable to resell the property in a timely manner or at a price sufficient to allow us to recover written-off loan
balances, or at all. Also, if a purchaser of a VOI defaults on the related loan during the early part of the amortization period,
we may not have recovered the marketing, selling and general and administrative costs associated with the sale of that VOI.
If we are unable to recover any of the principal amount of the loan from a defaulting purchaser, or if the allowances for
losses from such defaults are inadequate, our revenues and profits could be reduced.
If default rates increase beyond current projections and result in higher-than-expected foreclosure activity, our
results of operations could be adversely affected. In addition, the transactions in which we have securitized timeshare
financing receivables in the capital markets contain certain portfolio performance requirements related to default,
delinquency and recovery rates, which, if not met, would result in loss or disruption of cash flow until portfolio
performance sufficiently improves to satisfy the requirements.
If the default rates or other credit metrics underlying our timeshare financing receivables deteriorate, our timeshare
financing receivable securitization program could be adversely affected.
Our timeshare financing receivable securitization program could be adversely affected if any pool of timeshare
financing receivables fails to meet certain performance ratios, which could occur if the default rate or other credit metrics
of the underlying timeshare financing receivables deteriorate. In addition, if we offer timeshare financings to our customers
with terms longer than those generally offered in the industry, we may not be able to securitize those timeshare financing
receivables. Our ability to sell securities backed by our timeshare financing receivables depends on the continued ability
and willingness of capital market participants to invest in such securities. Asset-backed securities issued in our timeshare
financing receivable securitization program could be downgraded by credit agencies in the future. If a downgrade occurs,
our ability to complete other securitization transactions on acceptable terms or at all could be jeopardized, and we could be
forced to rely on other potentially more expensive and less attractive funding sources, to the extent available. Similarly, if
other operators of vacation ownership products were to experience significant financial difficulties, or if the timeshare
industry as a whole were to contract, we could experience difficulty in securing funding on acceptable terms. The
occurrence of any of the foregoing would decrease our profitability and might require us to adjust our business operations,
including by reducing or suspending our provision of financing to purchasers of VOIs. Sales of VOIs may decline if we
reduce or suspend the provision of financing to purchasers, which may adversely affect our cash flows, revenues and
profits.
29
The expiration, termination or renegotiation of our management agreements could adversely affect our cash flows,
revenues and profits.
We enter into management agreements with the HOAs for the timeshare resorts developed/acquired by us or by
third parties with whom we have entered into fee-for-service agreements. Our management agreements generally provide
for a cost-plus management fee equal to 10% to 15% of the costs to operate the applicable resort. We also receive revenues
that represent reimbursement for the costs incurred to perform our services, principally related to personnel providing on-
site services. The original term of our management agreements is typically governed by state timeshare laws, and ranges
from three to five years, and many of these agreements renew automatically for one- to three-year periods, unless either
party provides advance notice of termination before the expiration of the term. Any of these agreements may expire at the
end of its then-current term (following notice by a party of non-renewal) or be terminated, or the contract terms may be
renegotiated in a manner adverse to us. If a management agreement is terminated or not renewed on favorable terms, our
cash flows, revenues and profits could be adversely affected.
Fraudulent or illegal activity related to the sale and purchase of timeshares may deter consumers from purchasing our
product.
Unlawful, fraudulent or deceptive third-party VOI resale or vacation package sales schemes could damage the
reputation of the timeshare industry, our reputation and brand value, or affect our ability to collect management fees. For
example, in June 2024 the FBI warned against illegal scams targeting timeshare owners, primarily older Americans, that
resulted in the owners losing substantial amounts of money in some cases. Such illegal activity could deter consumers from
purchasing our timeshare products, which may adversely affect our revenues and results of operations.
Increased activity by third-party exit companies' owners may adversely impact our business.
The acquired Diamond business has been significantly targeted by organized activities of third parties that actively
pursue timeshare owners claiming to provide timeshare interest transfers and/or “exit” services. Any increases in the level
of participation by timeshare owners in response to such overtures and/or delinquencies or defaults with respect to the
timeshare loans owed by such owners may disrupt our business and affect cash flow from collections on the timeshare
loans. In addition, exit companies may target HGV’s owners (including Bluegreen’s and Diamond’s owners) to a greater
extent than they already do in light of the larger, combined company following the Diamond Acquisition and Bluegreen
Acquisition.
Disagreements with VOI owners, HOAs and other third parties may result in litigation and/or loss of management
contracts.
The nature of our responsibilities in managing timeshare properties may from time to time give rise to
disagreements with VOI owners and HOAs. To develop and maintain positive relations with current and potential VOI
owners and HOAs, we seek to resolve any disagreements, but may not always be able to do so. Failure to resolve such
disagreements may result in litigation. Further, disagreements with HOAs could also result in the loss of management
contracts, a significant loss of which could negatively affect our profits or limit our ability to operate our business, and our
ongoing ability to generate sales from our existing member base may be adversely affected.
In the normal course of our business, we are involved in various legal proceedings and in the future we could
become the subject of claims by current or former members, VOI owners, HOAs, persons to whom we market our
products, third-party developers, guests who use our properties, our employees or contractors, our investors or regulators.
The outcome of these proceedings cannot be predicted. If any such litigation results in a significant adverse judgment,
settlement, or court order, we could suffer significant losses, our profits could be reduced, our reputation could be harmed
and our future ability to operate our business could be constrained.
Failure of HOA boards to levy sufficient fees, or the failure of members to pay those fees, could lead to inadequate
funds to maintain or improve the properties we manage.
Owners of our VOIs and those we sell on behalf of third-party developers must pay maintenance fees levied by
HOA boards, which include reserve amounts for capital replacements and refurbishments. These maintenance fees are used
to maintain and refurbish the timeshare properties and to keep the properties in compliance with applicable Hilton
standards and policies. If HOA boards do not levy sufficient maintenance fees, including capital reserves required by
applicable law, or fail to manage their reserves appropriately, or if members do not pay their maintenance fees, the
timeshare properties could fall into disrepair and fail to comply with applicable standards and policies, and/or state
regulators could impose requirements, obligations and penalties. A decline in the quality or standards of the resorts we
manage would negatively affect our ability to attract new members and maintain member satisfaction. In addition, if a
resort fails to comply with applicable standards and policies because maintenance fees are not paid or otherwise, Hilton
could terminate our rights under the license agreement to use its trademarks at the non-compliant resort, which could result
30
in the loss of management fees, and could decrease member satisfaction and impair our ability to market and sell our
products at the non-compliant locations.
If maintenance fees at our resorts are required to be increased, our product could become less attractive, and our
business could be harmed.
The maintenance fees that are levied by HOA boards on VOI owners may increase as the costs to maintain and
refurbish the timeshare properties and to keep the properties in compliance with Hilton brand standards increase. Increased
maintenance fees could make our products less desirable and less affordable, which could have a negative effect on VOI
sales and HOA and loan default rates. Further, if our maintenance fees increase substantially year over year or are not
competitive with other VOI providers, we may not be able to attract new members or retain existing members.
Risks Related to Technology and Cybersecurity
A failure to keep pace with developments in technology could impair our operations, competitive position or reputation.
Our business model and competitive conditions in the timeshare industry demand the use of sophisticated
technology and systems, including those used for our marketing, sales, reservation, inventory management and property
management systems, and technologies we make available to our members and more generally to support our business. In
particular, an increasing number of potential customers select products based on the providers’ technology and ease of
interfacing with the provider. We must refine, update and/or replace these technologies and systems with more advanced
systems on a regular basis. If we cannot do so as quickly as our competitors or within budgeted costs and time frames, our
business could suffer. We also may not achieve the benefits that we anticipate from any new technology or system, and a
failure to do so could result in higher than anticipated costs or could harm our operating results.
Social media influences how consumers search for vacation information and make decisions to purchase vacation-
related products and services. Lack of awareness or understanding of and the failure to effectively manage, and the
costs associated with our management of social media content regarding our products and services could have a
material adverse effect on VOI sales, revenues and our operating results.
Social media has become an increasingly influential aspect of tourism, changing the way consumers search,
evaluate, rank and purchase vacation products and services. In particular, social media plays a role in the pre-vacation
phase, when consumers employ social media in the planning, information search, and the decision-making stages.
Providers are no longer the primary spokesperson regarding the quality of their brands and products. Online reviews about
vacation resorts play an increasing role in helping today’s consumers evaluate and make vacation decisions by providing
positive and negative reviews and indirect customer-to-customer communication. Consumers may find traveler-generated
content more trustworthy than information on provider websites and advertising. Vacation decisions are influenced by both
negative customer reviews, and by the lack of positive reviews. The increase in social media based communities and
platforms that criticize the timeshare industry has negatively impacted consumer perception of our products.
The proliferation and global reach of social media continue to expand rapidly and could cause us to suffer
reputational harm. The continuing evolution of social media presents new challenges and requires us to keep pace with new
developments, technology and trends. Negative posts or comments about us, sales practices, the properties we manage, the
Hilton brands, or the timeshare industry generally, on any social networking or user-generated review website, including
travel and/or vacation property websites, could affect consumer opinions of us and our products; and we cannot guarantee
that we will timely or adequately redress such instances. In addition, it may be difficult for consumers to distinguish
between content that is generated by customers with knowledge of our products and those who do not. The failure to
appreciate the importance of content on social media or failing to take action that generates positive content, minimizes
negative content, and addresses areas of nonexistent content, could have a material adverse effect on VOI sales, revenues
and our operating results. In addition, we may be required to devote significant resources to social media management
programs, which could result in increased costs to us.
Our increasing reliance on information technology and other systems subjects us to risks associated with cybersecurity.
Cyber-attacks or our failure to maintain the security and integrity of company, employee, associate, customer or third-
party data could have a disruptive effect on our business and adversely affect our reputation and financial performance.
We rely heavily on computer, internet-based and mobile information and communications systems operated by us
or our service providers to collect, process, transmit and retain large volumes of customer data, including credit card
numbers and other personally identifiable information, reservation information and mailing lists, as well as personally
identifiable information of our employees. There has been an increase in the number and sophistication of criminal
cybersecurity attacks against companies where customer and other sensitive information has been compromised. Our
information systems and records, including those we maintain with our service providers and vendors, have been, and
likely will continue to be, subject to such cyber-attacks and technology disruptions, which include efforts to hack or breach
31
security measures in order to obtain or misuse information or cause business disruption, including through, for example,
phishing attempts, brute force attacks, denial of service attacks, exploiting software vulnerabilities (including “zero-day
attacks”), viruses or other malicious code, “ransomware” or other malware, and supply chain attacks. In addition, social
engineering attacks, including through phishing, are becoming increasingly sophisticated due to a variety of factors,
including threat actors’ use of artificial intelligence tools. Third parties with whom we do business and to whom we may
provide customer data have been the subject of cyber-attacks. In addition, increasingly complex systems and software are
subject to failure, operator error or malfeasance, or inadvertent releases of data that may materially impact our information
systems and records. For instance, security breaches could result in the dissemination of member and guest credit card
information, which could lead to affected members and guests experiencing fraudulent charges. To date, we have seen no
material impact on our business or operations from these attacks or events. However, the ever-evolving threats mean we
and our third-party service providers and vendors must continually evaluate and adapt our respective systems and processes
and overall security environment, as well as those of any companies we may acquire. There is no guarantee that these
measures will be adequate to safeguard against all data security breaches, system compromises or misuses of data.
The integrity and protection of customer and employee data is critical to us. We could make faulty decisions if that
data is inaccurate or incomplete. Customers and employees also have a high expectation that we and our service providers
will adequately protect their personal information. A significant theft, loss, loss of access to, or fraudulent use of customer,
employee, or company data could adversely impact our reputation, and could result in significant remedial and other
expenses, fines, and/or litigation. Breaches in the security of our information systems or those of our service providers or
vendors or other disruptions in data services could lead to an interruption in the operation of our systems or require us to
consider changes to our customer data or payment systems, resulting in operational inefficiencies, additional expense and a
loss of profits.
Our collection and use of customer information are governed by extensive and evolving privacy laws and
regulations that are constantly evolving and may differ significantly depending on jurisdiction. Compliance with these laws
and regulations involves significant costs, which may increase in the future and which may negatively impact our ability to
provide services to our customers, and a failure by us or our service providers to comply with privacy regulations may
subject us to significant remedial and other expenses, fines, or litigation, as well as restrictions on our use or transfer of
data.
Many jurisdictions have enacted or are enacting laws requiring companies to notify regulators or individuals of
data security incidents involving certain types of personal data. These mandatory disclosures regarding security incidents
often lead to widespread negative publicity, and the risk of reputational harm may be magnified and/or distorted through
the rapid dissemination of information over the internet, including through news articles, blogs, chat rooms, and social
media sites. Any security incident, whether actual or perceived, could harm our reputation, erode customer confidence in
the effectiveness of our data security measures, negatively impact our ability to attract or retain customers, or subject us to
third-party lawsuits, regulatory fines or other action or liability, which could materially and adversely affect our business
and operating results. Further, effective December 18, 2023, the SEC requires public companies to disclose material
cybersecurity incidents that they experience on a Current Report on Form 8-K within four business days of determining
that a material cybersecurity incident has occurred and to disclose on an annual basis material information regarding their
cybersecurity risk management, strategy and governance. If we fail to comply with these requirements we could incur
regulatory fines in addition to other adverse consequences to our reputation, business, financial condition and results of
operations.
Our business could be subject to stricter obligations and greater fines and private causes of action under the
enactment of data privacy laws, including but not limited to, the European Union General Data Protection Regulation and
the California Consumer Privacy Act. Our systems and the systems operated by our service providers may be unable to
satisfy changing regulatory requirements and customer and employee expectations and/or may require significant
additional investments or time to do so.
The steps we take to deter and mitigate risks related to cybersecurity may not provide the intended level of
protection. In particular, it may be difficult to anticipate or immediately detect such incidents and the damage caused
thereby. We may be required to expend significant additional resources in the future to modify and enhance our protective
measures. Although we carry cyber/privacy liability insurance that is designed to protect us against certain losses related to
cybersecurity risks, such insurance coverage may be insufficient to cover all losses or all types of claims that may arise in
connection with cyber-attacks, security breaches, and other related breaches. In addition, the third party service providers
and partners on which we rely (including those that may be in possession of our sensitive information) face cybersecurity
risks, some of which may be different than the risks we face, and we do not directly control any of such service providers’
information security operations, including the efforts that they may take to mitigate risks or the level of cyber/privacy
liability insurance that they may carry. See Part I, Item 1C. “Cybersecurity.”
32
Risks Related to Legal and Regulatory Requirements
Our business is regulated under a wide variety of laws, regulations and policies in the United States and abroad, and
failure to comply with these regulations could adversely affect our business.
Our business is subject to extensive regulation, as more fully described in “Business—Government Regulation,”
and any failure to comply with applicable laws and regulations could have a material adverse effect on our business. Our
real estate development activities, for example, are subject to laws and regulations typically applicable to real estate
development, subdivision and construction activities, such as laws relating to zoning, entitlement, permitting, land use
restrictions, environmental regulation, title transfers, title insurance, taxation and eminent domain. Failure to comply with
the laws could result in legal liability or result in substantial costs related to environmental or other remediation. Laws in
some jurisdictions also impose liability on property developers for construction defects discovered or repairs made by
future owners of property developed by the developer. In addition, the sales of VOIs must be registered with governmental
authorities in most jurisdictions in which we do business. The preparation of VOI registrations requires time and cost, and
in many jurisdictions the exact date of registration approval cannot be accurately predicted.
A number of laws govern our marketing and sales activities, such as timeshare and land sales acts, fair housing
statutes, anti-fraud laws, sweepstakes laws, real estate licensing laws, telemarketing laws, home solicitation sales laws, tour
operator laws, seller of travel laws, securities laws, consumer privacy laws and consumer protection laws. In addition, laws
in many jurisdictions in which we sell VOIs grant the purchaser of a VOI the right to cancel a purchase contract during a
specified rescission period.
Because telemarketing practices are highly regulated, we have implemented procedures to reduce the possibility
of violating such laws, however, such procedures may not be effective in ensuring regulatory compliance in every instance.
In addition, because we are now an independent company from Hilton, it may be more difficult for us to utilize customer
information we obtain from Hilton in the future for marketing purposes.
Under the Americans with Disabilities Act of 1990 and the Accessibility Guidelines promulgated thereunder
(collectively, the “ADA”), all public accommodations must meet various federal requirements related to access and use by
disabled persons. Compliance with ADA’s requirements could require removal of access barriers, and non-compliance
could result in the U.S. government imposing fines or in private litigants winning damages. Our properties also are subject
to various federal, state and local regulatory requirements, such as state and local fire and life safety requirements.
Furthermore, various laws govern our resort management activities, including laws and regulations regarding community
association management, public lodging, food and beverage services, liquor licensing, labor, employment, health care,
health and safety, accessibility, discrimination, immigration, gaming and the environment.
Our lending and related activities are also subject to a number of laws and regulations, including laws and
regulations related to consumer loans, retail installment contracts, mortgage lending, fair debt collection and credit
reporting practices, consumer collection practices, contacting debtors by telephone, mortgage disclosure, lender licenses
and money laundering.
Finally, our resort management activities subject us to a number of laws and regulations, including those that
relate to public lodging, food and beverage services, liquor licenses and labor and employment, among others.
We may not be successful in maintaining compliance with all laws, regulations and policies to which we are
currently subject, and such compliance is expensive and time consuming. We do not know whether existing requirements
will change or whether compliance with future requirements, including regulatory requirements in new geographic areas
into which we expand would require significant unanticipated expenditures that would affect our cash flow and results of
operations. Failure to comply with current or future applicable laws, regulations and policies could have a material adverse
effect on our business. For example, if we do not comply with applicable laws, regulations and policies, governmental
authorities in the jurisdictions where the violations occurred may revoke or refuse to renew licenses or registrations
necessary to operate our business. Failure to comply with applicable laws, regulations and policies could also render sales
contracts for our products void or voidable, subject us to fines or other sanctions, and increase our exposure to litigation.
Changes in privacy law could adversely affect our ability to market our products effectively.
We rely on a variety of direct marketing techniques, including telemarketing, email and social media marketing and
postal mailings, and we are subject to various laws and regulations in the United States and internationally that govern
marketing and advertising practices. Adoption of new state or federal and international laws regulating marketing and
solicitation, or data protection laws that govern these activities (such as an increasing number of state laws that grant
individuals certain rights such as the right to delete or restrict sharing of their personal information), or changes to existing
laws, could adversely affect current or planned marketing activities and cause us to change our marketing strategy. If this
occurs, we may not be able to develop adequate alternative marketing strategies, which could affect the amount and timing
33
of our VOI sales. We also obtain access to potential members and guests from travel service providers or other companies,
including Hilton; and we market to some individuals on these lists directly or through other companies’ marketing
materials. If access to these lists were prohibited or otherwise restricted, including access to Hilton Honors loyalty program
member information, our ability to access potential members and guests and introduce them to our products could be
significantly impaired. Additionally, because our relationship with Hilton has changed, it may be more difficult for us to
utilize customer information we obtain from Hilton in the future.
United States or foreign environmental laws and regulations may cause us to incur substantial costs or subject us to
potential liabilities.
We are subject to certain compliance costs and potential liabilities under various U.S. federal, state and local and
foreign environmental, health and safety laws and regulations. These laws and regulations govern actions including air
emissions, the use, storage and disposal of hazardous and toxic substances, and wastewater disposal. Our failure to comply
with such laws, including any required permits or licenses, could result in substantial fines, penalties, litigation or possible
revocation of our authority to conduct some of our operations. We could also be liable under such laws for the costs of
investigation, removal or remediation of hazardous or toxic substances at our currently or formerly owned real property or
at third-party locations in connection with our waste disposal operations, regardless of whether or not we knew of, or
caused, the presence or release of such substances. From time to time, we may be required to remediate such substances or
remove, abate or manage asbestos, mold, radon gas, lead or other hazardous conditions at our properties. The presence or
release of such toxic or hazardous substances could result in third-party claims for personal injury, property or natural
resource damages, business interruption or other losses. Such claims and the need to investigate, remediate or otherwise
address hazardous, toxic or unsafe conditions could adversely affect our operations, the value of any affected real property,
or our ability to sell, lease or assign our rights in any such property, or could otherwise harm our business or reputation.
Environmental, health and safety requirements have also become increasingly stringent, and our costs may increase as a
result.
Some U.S. states and various countries are considering or have undertaken actions to regulate and reduce
greenhouse gas emissions. New or revised laws and regulations, or new interpretations of existing laws and regulations,
such as those related to climate change, could affect the operation of the properties we manage or result in significant
additional expense and operating restrictions on us. The cost of such legislation, regulation or new interpretations would
depend upon the specific requirements enacted and cannot be determined at this time. In addition, failure or perception of
failure to achieve our goals with respect to reducing our impact on the environment or perception of a failure to act
responsibly with respect to the environment or to effectively respond to regulatory requirements concerning climate change
could lead to adverse publicity, resulting in an adverse effect on our business or damage to our reputation.
Changes in U.S. federal, state and local or foreign tax law, interpretations of existing tax law, or adverse determinations
by tax authorities, could increase our tax burden or otherwise adversely affect our financial condition or results of
operations.
We are subject to taxation at the federal, state and local levels in the United States and various other countries and
jurisdictions. Our future effective tax rate could be affected by changes in the composition of earnings in jurisdictions with
differing tax rates, changes in statutory rates and other legislative changes, changes in the valuation of our deferred tax
assets and liabilities, or changes in determinations regarding the jurisdictions in which we are subject to tax. From time to
time, the U.S. federal, state and local and foreign governments make substantive changes to tax rules and their application,
which could result in materially higher corporate taxes than would be incurred under existing tax law and could adversely
affect our financial condition or results of operations. Changes in the non-income tax rates to which we are subject could
also have an adverse effect on the maintenance fees charged to our members, which could result in materially lower sales
and higher operating costs.
There can be no assurance that changes in tax laws or regulations, both within the U.S. and the other jurisdictions
in which we operate, will not materially and adversely affect our effective tax rate, tax payments, financial condition and
results of operations. Similarly, changes in tax laws and regulations that impact our customers and counterparties, or the
economy generally may also impact our financial condition and results of operations.
Tax laws and regulations are complex and subject to varying interpretations and any significant failure to comply
with applicable tax laws and regulations in all relevant jurisdictions could give rise to substantial penalties and liabilities.
Any changes in enacted tax laws, rules or regulatory or judicial interpretations or any change in the pronouncements
relating to accounting for income taxes could materially and adversely impact our effective tax rate, tax payments, financial
condition and results of operations.
34
In addition, we are subject to ongoing and periodic tax audits and disputes in U.S. federal and various state, local
and foreign jurisdictions. An unfavorable outcome from any tax audit could result in higher tax costs, penalties and interest,
and could materially and adversely affect our financial condition or results of operations.
Failure to comply with laws and regulations applicable to our international operations may increase costs, reduce
profits, limit growth or subject us to broader liability.
Our business operations in countries outside the United States are subject to a number of laws and regulations,
including restrictions imposed by the Foreign Corrupt Practices Act (“FCPA”), as well as trade sanctions administered by
the Office of Foreign Assets Control (“OFAC”). The FCPA is intended to prohibit bribery of foreign officials and requires
us to keep books and records that accurately and fairly reflect our transactions. OFAC administers and enforces economic
and trade sanctions based on U.S. foreign policy and national security goals against targeted foreign states, organizations
and individuals. Although we have policies in place designed to comply with applicable sanctions, rules and regulations, it
is possible that the timeshare properties we own or manage in the countries and territories in which we operate may provide
services to or receive funds from persons subject to sanctions. In addition, some of our operations may be subject to the
laws and regulations of non-U.S. jurisdictions, including the U.K.’s Bribery Act of 2010, which contains significant
prohibitions on bribery and other corrupt business activities, and other local anti-corruption laws in the countries and
territories in which we conduct operations.
If we fail to comply with these laws and regulations, we could be exposed to claims for damages, financial
penalties, reputational harm and incarceration of employees or restrictions on our operation or ownership of timeshare and
other properties, products or services, including the termination of ownership and management rights. In addition, in
certain circumstances, the actions of parties affiliated with us (including Hilton, third-party developers, and our and their
respective employees and agents) may expose us to liability under the FCPA, U.S. sanctions or other laws. These
restrictions could increase costs of operations, reduce profits or cause us to forgo development opportunities that would
otherwise support growth.
Under the Iran Threat Reduction and Syria Human Rights Act of 2012 (“ITRSHRA”), we are required to report
whether we or any of our “affiliates” knowingly engaged in certain specified activities during a period covered by one of
our Annual Reports on Form 10-K or Quarterly Reports on Form 10-Q. We may engage in specified dealings or
transactions involving Iran or other individuals and entities targeted by certain OFAC sanctions that would require
disclosure pursuant to Section 219 of ITRSHRA. In addition, because the SEC defines the term “affiliate” broadly, it
includes any entity controlled by us as well as any person or entity that controls us or is under common control with us.
Disclosure of such activities, even if such activities are permissible under applicable law, and any sanctions imposed on us
or our affiliates as a result of these activities could harm our reputation and the Hilton brands we use and have a negative
effect on our results of operations.
The European Union (“EU”) General Data Protection Regulation (the “GDPR”) imposes significant obligations to
businesses that sell products or services to EU customers or otherwise control or process personal data of EU residents.
Complying with the GDPR could increase our compliance cost, or adversely impact the marketing of our products and
services to customers in the EU and our overall business. In addition, the GDPR imposes fines and penalties for
noncompliance, including fines of up to 4% of annual worldwide revenue. If we fail to comply with the requirements of the
GDPR, we could face significant administrative and monetary sanctions, which could materially adversely impact our
results of operations and financial condition.
Risks Related to Our Indebtedness
Our substantial indebtedness and other contractual obligations could adversely affect our financial condition, our
ability to raise additional capital to fund our operations, our ability to operate our business, our ability to react to
changes in the economy or our industry and our ability to pay our debts, and could divert our cash flow from operations
for debt payments.
As of December 31, 2024, our total indebtedness was approximately $6.9 billion, of which approximately $2.3
billion was non-recourse debt. We significantly increased our level of indebtedness in connection with financing the
Diamond Acquisition and the Bluegreen Acquisition. We issued $850 million in aggregate principal amount of 5.000%
senior notes due 2029 and $500 million in aggregate principal amount of 4.875% senior notes due 2031, and we borrowed
term loans in an initial aggregate principal amount of $1.3 billion under a new senior secured term loan credit facility due
2028 to repay certain indebtedness of HGV and Diamond, as part of the Diamond Acquisition. Similarly, in connection
with the Bluegreen Acquisition, we issued $900 million in aggregate principal amount of 6.625% senior notes due 2032
and borrowed term loans in an initial aggregate principal amount of $900 million due 2031. The new term loans are subject
to an interest rate of SOFR plus 2.25%. Finally, we assumed several of Diamond’s and Bluegreen’s revolving facilities that
35
are secured by timeshare loan receivables. Our substantial debt and other contractual obligations could have important
consequences, including:
•
requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal
and interest on our indebtedness, thereby reducing our ability to use our cash flow to fund our operations,
capital expenditures, dividends to stockholders and to pursue future business opportunities;
•
increasing our vulnerability to adverse economic, industry or competitive developments;
•
exposing us to increased interest expense, as our degree of leverage may cause the interest rates of any
future indebtedness (whether fixed or floating rate interest) to be higher than they would be otherwise;
•
exposing us to the risk of increased interest rates because certain of our indebtedness is at variable rates
of interest;
•
making it more difficult for us to satisfy our obligations with respect to our indebtedness, and any failure
to comply with the obligations of any of our debt instruments, including restrictive covenants, could
result in an event of default that accelerates our obligation to repay indebtedness;
•
restricting us from making strategic acquisitions or causing us to make non-strategic divestitures;
•
limiting our ability to obtain additional financing for working capital, capital expenditures, product
development, satisfaction of debt service requirements, acquisitions and general corporate or other
purposes; and
•
limiting our flexibility in planning for, or reacting to, changes in our business or market conditions and
placing us at a competitive disadvantage compared to our competitors who may be better positioned to
take advantage of opportunities that our leverage prevents us from exploiting.
In addition, our credit ratings will impact the cost and availability of future borrowings and, accordingly, our cost
of capital. Our ratings will reflect each rating organization’s opinion of our financial strength, operating performance and
ability to meet our debt obligations on a combined basis with Diamond and Bluegreen. Downgrades in our ratings could
adversely affect our businesses, cash flows, financial condition, operating results and share and debt prices, as well as our
obligations with respect to our capital-efficient inventory acquisitions.
For additional discussion on our indebtedness, see “Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations—Liquidity and Capital Resources—Financing Activities,” and Note 15: Debt & Non-
recourse Debt in our audited consolidated financial statements included in Item 8 of this Annual Report on Form 10-K.
Certain of our debt agreements and instruments impose significant operating and financial restrictions on us, our
restricted subsidiaries and the guarantors of our indebtedness, which may prevent us from capitalizing on business
opportunities.
The debt agreements and instruments that govern our outstanding indebtedness impose significant operating and
financial restrictions on us, certain of our subsidiaries and guarantors of our indebtedness. These restrictions limit our
ability and/or the ability of our restricted subsidiaries to, among other things:
•
incur or guarantee additional debt or issue disqualified stock or preferred stock;
•
pay dividends (including to us) and make other distributions on, or redeem or repurchase, capital stock;
•
make certain investments;
•
incur certain liens;
•
enter into transactions with affiliates;
•
merge or consolidate;
•
enter into agreements that restrict the ability of restricted subsidiaries to make dividends or other payments to us;
•
designate restricted subsidiaries as unrestricted subsidiaries; and
•
transfer or sell assets.
In addition, our credit agreement related to our senior secured credit facilities contains affirmative covenants that
will require us to be in compliance with certain leverage and financial ratios.
As a result of these restrictions, we are limited as to how we conduct our business, and we may be unable to raise
additional debt or equity financing to compete effectively or to take advantage of new business opportunities. The terms of
any other future indebtedness we may incur could include more restrictive covenants. We may not be able to maintain
compliance with these covenants in the future and, if we fail to do so, we may not be able to obtain waivers from the
lenders and/or amend the covenants.
36
Our failure to comply with the restrictive covenants described above, as well as other terms of our other
indebtedness and/or the terms of any future indebtedness from time to time, could result in an event of default, which, if
not cured or waived, could result in our being required to repay these borrowings before their due date. If we are forced to
refinance these borrowings on less favorable terms or are unable to refinance these borrowings, our financial condition and
results of operations could be adversely affected.
Our variable rate indebtedness subjects us to interest rate risk, which could cause our indebtedness service obligations
to increase.
Interest rates may increase in the future. As a result, interest rates on our revolving credit facility or other variable
rate debt offerings could be higher than current levels. As of December 31, 2024, we had approximately $2.9 billion of
notional variable rate debt, representing 41% of our total indebtedness. If interest rates increase, our debt service
obligations on the variable rate indebtedness would increase, even though the amount borrowed remained the same, and
our net income and cash flows, including cash available for servicing our indebtedness, would correspondingly decrease.
We primarily use interest rate swaps as part of our interest rate risk management strategy for our variable-rate debt. For
more information on derivatives see Note 15: Debt & Non-recourse Debt of the financial statements.
Servicing our indebtedness requires a significant amount of cash. Our ability to generate sufficient cash depends on
many factors, some of which are not within our control.
Our ability to make payments on our indebtedness will depend on our ability to generate cash in the future. Our
ability to generate cash depends on our financial and operating performance, which is subject to general economic,
financial, competitive, legislative, regulatory and other factors that are beyond our control. In particular, compliance with
state and local laws applicable to our business, including those relating to deeds, title transfers and certain other regulations
applicable to sales of VOIs, may at times delay or hinder our ability to access cash flows generated by our VOI sales. If we
are unable to generate and access sufficient cash flow to service our debt and meet our other commitments, we may need to
restructure or refinance all or a portion of our debt, sell material assets or operations or raise additional debt or equity
capital. We may not be able to affect any of these actions on a timely basis, on commercially reasonable terms or at all, and
these actions may not be sufficient to meet our capital requirements. In addition, the terms of our existing or future debt
arrangements may restrict us from effecting any of these alternatives.
Our failure to comply with the agreements relating to our outstanding indebtedness could result in an event of default
that could materially and adversely affect our results of operations and our financial condition.
If there were an event of default under any of the agreements relating to our outstanding indebtedness, the holders
of the defaulted debt could cause all amounts outstanding with respect to that debt to be due and payable immediately. We
cannot assure you that our assets or cash flows would be sufficient to fully repay borrowings under our outstanding debt
instruments if accelerated upon an event of default. Further, if we are unable to repay, refinance or restructure our
indebtedness under our secured debt, the holders of such debt could proceed against the collateral securing that
indebtedness. In addition, any event of default or declaration of acceleration under one debt instrument could also result in
an event of default under one or more of our other debt instruments. Any such default could materially and adversely affect
our results of operations and our financial condition.
Repayment of our debt is dependent on cash flow generated by our subsidiaries, which may be subject to limitations
beyond our control.
Our subsidiaries own a substantial portion of our assets and conduct a substantial portion of our operations.
Accordingly, repayment of our indebtedness is dependent, to a significant extent, on the generation of cash flow by our
subsidiaries and their ability to make such cash available to us, by dividend, debt repayment or otherwise.
Our subsidiaries generally do not have any obligation to pay amounts due on our indebtedness or to make funds
available to us for that purpose. Our subsidiaries may not be able to, or may not be permitted to, make distributions to
enable us to make payments in respect of our indebtedness. Each subsidiary is a distinct legal entity, and, under certain
circumstances, legal and contractual restrictions may limit our ability to obtain cash from our subsidiaries. While
limitations on our subsidiaries restrict their ability to pay dividends or make other intercompany payments to us, these
limitations are subject to certain qualifications and exceptions. In addition, certain of our subsidiaries are party to debt
agreements that contain restrictions on their ability to pay dividends or make other intercompany payments to us and may
in the future enter into agreements that include additional contractual restrictions on their ability to make any such
payments to us.
In the event that we are unable to receive distributions from subsidiaries, we may be unable to make required
principal and interest payments on our indebtedness.
37
Despite our current level of indebtedness, we may be able to incur substantially more debt and enter into other
transactions, which could further exacerbate the risks to our financial condition described above.
We may be able to incur significant additional indebtedness, including secured debt, in the future. Although the
agreements that govern substantially all of our indebtedness contain restrictions on the incurrence of additional
indebtedness and entering into certain types of other transactions, these restrictions are subject to a number of
qualifications and exceptions. Additional indebtedness incurred in compliance with these restrictions could be substantial.
These restrictions also do not prevent us from incurring obligations, such as trade payables, that do not constitute
indebtedness as defined under our debt instruments. To the extent new debt is added to our current debt levels, the
substantial leverage risks described in the preceding six risk factors would increase.
Risks Related to the Integration of Diamond
We may not be able to integrate the acquired Diamond business successfully.
We continue to integrate the Diamond business following the completion of the Diamond Acquisition in August
2021. The completion of the integration process could ultimately take longer than anticipated and/or could be more
difficult than anticipated due to a number of reasons, including the lack of complementary products and resort offerings,
delays or other challenges in converting the Diamond resorts into resorts that are suitable for HGV as part of our overall
strategy and our rebranding plan, loss of valuable employees, disruption of each company’s ongoing businesses, processes
and systems, inconsistencies in standards, controls, procedures, practices, policies and compensation arrangements between
the two businesses, and differences in corporate cultures and philosophies, and other challenges that are inherent in such a
complex integration of businesses. There also may be issues attributable to Diamond’s operations that were inherent to the
business or are based on events or actions that occurred prior to the closing of the Diamond Acquisition that may make the
integration even more challenging. In addition, uncertainty about the effect of the Diamond Acquisition on relationships
with our suppliers, vendors, existing owners, and potential owners may hinder the integration. Although we are taking steps
designed to reduce or mitigate any adverse effects, these uncertainties may cause suppliers, vendors, existing and potential
owners, and others that deal with us to seek to change, not renew or discontinue existing business relationships with us.
Integrating the Diamond business and properties into our operations may place a significant burden on
management and internal resources and divert management’s attention away from day-to-day business concerns. Further,
our ability to attract, retain and motivate key personnel and employees may be impacted if employees or prospective
employees have uncertainty about their future roles with us during the integration of the Diamond Acquisition and beyond.
Despite our retention and recruiting efforts, key employees may be unwilling to continue their employment with us, and we
may be unable to timely find suitable replacements.
Ultimately, the completion of the integration process is subject to a number of uncertainties, and no assurance can
be given that our integration efforts will be successful. Any one or more of the foregoing factors may adversely affect or
hinder any successful integration of the Diamond acquisition and may materially adversely impact the execution of our
strategy post-acquisition, business, operations, and, ultimately, our results of operations.
Our ability to successfully integrate the Diamond business depends on our compliance with the license agreement and
ability to meet certain targets under the rebrand plan.
We and Hilton have agreed to a plan to rebrand the majority of the Diamond properties, rooms and sales facilities
into HGV-branded properties, rooms and sales facilities over a five-year period that includes annual and cumulative target
room conversions. The License Agreement Amendment provides for the offer and sale by HGV of its “HGV Max” branded
product that provides access across legacy HGV and both converted and unconverted Diamond properties, subject to
certain conditions. If we do not achieve the applicable annual rebranding target milestones, we will be subject to an
escalated royalty fee, and if we fail to achieve cumulative targets by September 2031, Hilton may prohibit our future
offering and sales of HGV Max. In addition, the license agreement requires Hilton’s approval in connection with our
anticipated rebranding of the Diamond properties into our branded HGV Max properties and/or another new brand of
properties. Hilton also has the right to review our sales, reservation and marketing activities related to HGV Max and
review and approve our rebranded sales centers.
We have agreed with Hilton to operate the Diamond properties and business as a separate operation, pending the
rebranding and rebranding plan, after which we expect to continue to operate certain Diamond properties that are not
rebranded as a separate operation. If we fail to comply with the separate operation requirements in connection with such
part of our business, we may be subject to potential violation of the license agreement. In addition, if we cannot come to an
agreement with Hilton on how to brand and operate Diamond properties that are not approved for rebranding by Hilton, our
ability to successfully integrate Diamond may be materially adversely affected. We may conclude that it is necessary to
enter into future amendments and/or modifications to the license agreement that may be necessary in connection with the
integration and rebranding plans. If we and Hilton are unable to reach agreements on any such amendments and/or
38
modifications, our integration and rebranding plans may be delayed and/or may not comport to the current terms and
conditions of the license agreement, which will adversely affect our business and operations. For additional information see
“Item 1. Business—Key Agreements with Hilton Worldwide Holdings.”
Anticipated cost savings, synergies, growth in operating results and related benefits of the Diamond Acquisition may not
be realized. In addition, we may incur substantial costs and expenses related to the Diamond Acquisition and the
integration beyond what we have anticipated, which may include unknown liabilities at the time of the closing. Any of
these factors could have a material adverse effect on our business, financial condition and results of operations.
We completed the Diamond Acquisition with the expectation that it will result in various benefits and synergies,
including, among other things, operating efficiencies, and opportunities to potentially increase our revenue, sales,
EBITDA, owners, and cost savings. Achieving such anticipated benefits and synergies of the Diamond Acquisition within
the expected timeframe, or at all, is subject to a number of uncertainties, including whether the businesses of HGV and
Diamond can be integrated in an efficient and effective manner. It is possible that any one or more of such benefits and
synergies may not be realized, thereby significantly reducing the anticipated benefits associated with the Diamond
Acquisition, and may result in higher than anticipated costs, and lower than anticipated revenue, and/or decreases in the
amount of expected net income, all of which would adversely affect our future business, financial condition, and operating
results.
Further, we incurred a number of fees, costs and expenses prior to completing the Diamond Acquisition and
expect to continue to incur additional fees, costs and expenses associated with combining and integrating the operations of
the two companies and achieving the desired benefits. These fees, costs and expenses, which are both recurring and non-
recurring, have been, and will continue to be, substantial. Although we believe that achieving cost synergies, benefits, and
other efficiencies of the Diamond Acquisition should offset such costs, fees and expenses over time, such net benefit may
not be achieved in the near term, or at all. Moreover, there may be significant potential liabilities associated with the
Legacy-Diamond business that may have been unknown to us at or prior to the closing of the Diamond Acquisition, or that
may be more significant than we initially believed at or prior to the closing. There is no assurance that our insurance
policies will cover all of any such liabilities. Any significant but individually immaterial liabilities in the aggregate, and/or
any material liability that was unknown or not estimable by us at the time of the acquisition, may have a material adverse
effect on our financial condition and operating results.
Our results will suffer if we do not effectively manage our expanded operations resulting from the Diamond Acquisition.
The size of our business increased significantly as a result of the Diamond Acquisition. Our future success
depends, in part, upon our ability to manage this expanded business, including in non-US jurisdictions where we did not
have operations prior to the Diamond Acquisition, including challenges related to the management and monitoring of
expanded operations and associated increased costs and complexity. We may also need to obtain approvals of developers or
HOAs in various instances to include additional resorts in the multi-resort trusts marketed, sold and managed by the
acquired Diamond business (the “Diamond Collections”) or increase maintenance fees or impose additional requirements
in order to meet our brand and operating standards. There can be no assurances that we will be successful or that we will
realize the expected operating efficiencies, cost savings and other benefits currently anticipated from the transaction. In
addition, there will be increased compliance and regulatory risk as a result of the expanded size of our business.
We may be subject to complaints, litigation or reputational harm due to dissatisfaction with, or concerns related to, the
Diamond Acquisition from our and former Diamond owners.
Our and former Diamond VOI owners prior to the completion of the Diamond Acquisition may be concerned
about the actual or perceived impact of the Diamond Acquisition and the integration on their VOIs, including the potential
reduction in quality of resorts and product offerings due to the increased size of the business and addition of new owners,
the potential adverse effect on the availability of access to these resorts and other disruptions during the integration period,
or the potential increase or change in HOA or other fees. The VOI owners of the acquired Diamond business may have
similar concerns related to a decline in the quality of product offerings or increase in fees as a result of the Diamond
Acquisition and increase in size of the business. Complaints or litigation brought by existing owners following the
completion of the Diamond Acquisition could harm our reputation, discourage potential new owners and adversely impact
our results of operations.
Interests in the acquired Diamond resorts are offered through a trust system, which is subject to a number of regulatory
and other requirements.
The Diamond Collections located in the United States are alternatives to traditional deeded timeshare ownership,
as they create a network of available resort accommodations at multiple locations. For those US-based Diamond
Collections, title to the units available through the Diamond Collections is held in a trust or similar arrangement that is
administered by an independent trustee (the “Collection Trustee”). A purchaser of a timeshare interest in a Collection does
39
not receive a deeded interest in any specific resort or resort accommodation but acquires a membership in the timeshare
plan which is denominated by an annual or biennial allotment of points. Owners of Diamond’s timeshare interests are
allowed to use their allocated points to reserve accommodations at the various component site(s)/participating resort(s)
within the Diamond Collections, thereby giving the members greater flexibility to plan their vacations. Owners may also
elect to reserve accommodations at resorts that are not part of their Collection through Diamond’s exchange programs.
The Diamond Collections are registered pursuant to, exempted from, or otherwise in compliance with, the
applicable statutory requirements for the sale of timeshare plans in a growing number of jurisdictions. Such registrations
and formal exemption determinations for the Diamond Collections confirm the substantial compliance with the filing and
disclosure requirements of the respective timeshare statutes by the developer of the applicable Diamond Collection. It does
not constitute the endorsement of the creation, sale, promotion or operation of the Diamond Collections by any regulatory
body nor relieve the developer of a Diamond Collection or any affiliates of such developer of any duty or responsibility
under other statutes or any other applicable laws. Registration under a respective timeshare act (or other applicable law) is
not a guarantee or assurance of compliance with applicable law nor an assurance or guarantee of how any judicial body
may interpret the Diamond Collections’ compliance therewith. A determination that specific provisions or operations of the
Collections do not comply with relevant timeshare acts or applicable law may have a material adverse effect on the
developer, the Collection Trustee and the related non-profit members association for each of the Diamond Collections. If
we are unable to successfully integrate and manage the trust system our results of operations or reputation may suffer.
Risks Related to the Integration of Bluegreen
We may not be able to successfully and timely complete the integration of Bluegreen and many of the anticipated
benefits of combining us and Bluegreen may not be realized.
We completed the Bluegreen Acquisition with the expectation that it will result in various benefits, including,
among other things, operating efficiencies, potential revenue synergies, cost savings, and certain key strategic and
marketing partnerships and alliances. We may not realize the anticipated benefits on a timely basis, or at all. Achieving the
anticipated benefits of the Bluegreen Acquisition is subject to a number of risks and uncertainties, including whether our
and Bluegreen’s businesses can be integrated in an efficient and effective manner, and whether such integration and
achievement of cost savings could come at the expense of other aspects of our operations, including degradation of
products and services. In addition, we may incur additional and/or unexpected costs in order to realize these cost savings.
Similarly, increased license fees and related costs associated with the integration of the two brands and any necessary
modifications to the license agreement may result in increased costs and could hinder such integration.
It is possible that the integration process could take longer than anticipated and could result in the loss of valuable
employees, the disruption of our ongoing business, processes and systems or inconsistencies in standards, controls,
procedures, practices, policies and compensation arrangements, any of which could adversely affect our ability to achieve
the anticipated benefits of the Bluegreen Acquisition.
We also may not successfully fully realize the expected benefits related to various key strategic and marketing
partnerships and alliances of Bluegreen or may otherwise be constrained by existing strategic and marketing partnerships.
In particular, Bluegreen historically generated a significant portion of its new sales prospects and leads through marketing
arrangements with various third parties, including Bass Pro Shops and Choice. We inherited and extended the exclusive
marketing agreement with Bass Pro for a period of ten years to provide us with the right to market and sell vacation
packages at kiosks in each of Bass Pro’s retail locations and through other means, which arrangement have contributed
significantly to Bluegreen’s historical standalone annual VOI sales volume during recent years prior to our acquisition. We
believe that the Bass Pro marketing arrangement will continue to be an important contributor to our overall VOI sales
volume. Bluegreen also had an exclusive strategic relationship with Choice, which we assumed, that involves several areas
of its business, including a sales and marketing alliance that enabled Bluegreen to leverage Choice’ brands, customer
relationships and marketing channels to sell vacation packages. We have agreed with Choice to continue the Choice
strategic relationship, subject to any limitations or requirements sent for in the Hilton license agreement, to grow our
business.
If Bluegreen’s marketing arrangements that we assumed, including those described above, do not generate a
sufficient number of prospects and leads, are terminated or not renewed, or are limited or changed in a manner adversely
affecting us, or we otherwise are unable to realize the benefits from such marketing arrangements, our anticipated revenue
growth may not occur, our the costs associated with such arrangements may exceed related revenues, and otherwise may
adversely affect the anticipated benefits of the Bluegreen Acquisition.
Our results of operations could also be adversely affected by any issues attributable to Bluegreen’s operations that
arise or are based on events or actions that occurred before the closing of the Bluegreen Acquisition. We may have
difficulty addressing possible differences in corporate cultures and management philosophies. The integration process is
40
subject to a number of uncertainties, and no assurance can be given that the anticipated benefits will be realized or, if
realized, the timing of their realization. Failure to achieve these and other anticipated benefits (including operating
efficiencies) could result in increased costs or decreases in the amount of expected net income and could adversely affect
our future business, financial condition, operating results and prospects.
Our ability to integrate the Bluegreen business depends on our compliance with the Hilton license agreement, including
the separate operations provisions and certain prohibitions on doing business with competitors.
We license substantially all of the trademarks, brand names and intellectual property used in our business from
Hilton under the Hilton license agreement. We intend to offer vacation ownership products consisting of rebranded
Bluegreen properties under our existing or new HGV brand. Under the terms of the Hilton license agreement, we must
obtain Hilton’s approval to use the Hilton brand names and trademarks in connection with the rebranding of the Bluegreen
properties to branded properties using the Hilton marks, as well as for the branding of timeshare properties that we acquire
or develop in the future. We have agreed with Hilton to operate the Bluegreen business as a separate operation, subject to a
rebranding schedule. In addition, we may require additional amendments to the license agreement with Hilton to further
modify various provisions of the Hilton license agreement to provide for any related approvals or relief from certain
restrictions in connection with the integration of Bluegreen so as to allow us to achieve greater operating efficiency and
synergy than currently provided for, and any failure to do so could adversely impact such operating efficiency and synergy.
In addition, any failure to obtain Hilton’s approval with respect to the rebranding of the Bluegreen properties and its
sales centers will significantly harm our ability to integrate the Bluegreen business and its properties. If we cannot come to
an agreement with Hilton on how to brand and operate Bluegreen properties that do not currently or will not in the future
meet the Hilton brand standards, then we will be required to continue to operate them as separate operations.
The Hilton license agreement provides for the automatic termination of our rights to certain Hilton brand names and
trademarks should the aggregate number of units of accommodation in “Licensed Vacation Ownership Business” fall below
two-thirds of the total number of units of accommodation in our entire “Vacation Ownership Business” at any time after the
two-year period from the date of the closing of the Bluegreen Acquisition. If, within this time period, we cannot
successfully integrate Bluegreen into our business and obtain Hilton’s approval to use the Hilton brand names and
trademarks for a sufficient number of Bluegreen accommodations, our license to use such Hilton brand names and
trademarks may be automatically terminated, which could materially adversely impact our business. In addition, our
revenues from Hilton branded business must equal or exceed 67% of our total revenues; otherwise, Hilton can terminate
the noncompetition term contained in the license agreement. Further, the Second Amendment to the Hilton license
agreement established a minimum percentage of our total revenue in any calendar year that is required to be derived from
the Hilton licensed business to maintain our continued exclusivity under the Hilton license agreement. If we fail to meet
such minimum percentage of revenue requirement, then Hilton would have the option to terminate our exclusivity under
the Hilton license agreement, which would permit Hilton to license to other parties the trademarks, other intellectual
property and certain other rights that are currently exclusively licensed to us under the Hilton license agreement.
In addition, the Hilton license agreement contains a number of prohibitions on us entering into certain agreements
and arrangements, including certain enterprise-wide marketing arrangements and/or arrangements with competitors of
Hilton. If we assume or enter into such agreements or arrangements without the approval of Hilton, we may breach the
Hilton license agreement. The Hilton license agreement is critical to our business and the modification or amendment the
Hilton license agreement or any exercise by Hilton of its termination or other rights under the Hilton license agreement,
including the loss of exclusivity under the Hilton license agreement, could materially adversely impact our business.
We incurred substantial transaction costs in connection with the Bluegreen Acquisition.
We incurred, and expect that we will continue to incur, a number of significant, non-recurring expenses in
connection with the Bluegreen Acquisition and the integration, including, without limitation, fees for third party legal,
investment banking, consulting and advisory services, notes offering costs and expenses, amounts related to the repayment,
termination, amendment and/or extension of Bluegreen’s indebtedness at the time of the closing, and obtaining necessary
consents and approvals and combining the operations of the two companies. These fees and costs have been, and will
continue to be for some time, substantial. Additional unanticipated costs may be incurred in our integration of Bluegreen.
Although it is expected that the elimination of certain duplicative costs, as well as the realization of other efficiencies
related to the integration of the two businesses, will offset the incremental transaction related costs over time, this net
benefit may not be achieved in the near term, may be delayed, or not achieved at all for a number of reasons.
We and Bluegreen may be subject to complaints, litigation or reputational harm due to dissatisfaction with, or concerns
related to, the acquisition from our current owners.
Our current owners may be concerned about the actual or perceived impact of the merger on their VOIs, including
related to a reduced quality of resorts and product offerings due to the increased size of the business and addition of new
41
owners, or increase or change in homeowners' association or other fees. Bluegreen’s legacy owners may have similar
concerns related to a decline in the quality of product offerings or increase in fees as a result of the merger and increase in
size of the business. Complaints or litigation brought by existing owners could harm our reputation, discourage potential
new owners and adversely impact our results of operations.
Our future results will suffer if we do not effectively manage our expanded operations and integrate Bluegreen.
Following the completion of the Bluegreen Acquisition, the size of our business has increased significantly beyond
the size of either our or Bluegreen’s operations prior to the acquisition. Our future success depends, in part, upon our
ability to manage this expanded business, which will pose significant challenges for management, including challenges
related to the managing and monitoring of new operations, increased costs and complexity, and increased compliance and
regulatory requirements. We may also need to obtain approvals of developers or HOAs in various instances to include
additional resorts in the multi-resort trust marketed, sold and managed by Bluegreen or increase maintenance fees or
impose additional requirements in order to meet our brand and operating standards. There can be no assurances that we will
be successful in implementing and/or managing any of these or other steps.
Bluegreen may have liabilities that exceed our estimates, and any such liabilities could adversely affect our financial
results and condition.
Upon consummation of the Bluegreen Acquisition, we assumed all of Bluegreen’s liabilities, whether known or not.
Bluegreen may have various potential liabilities relating to the conduct of its business prior to the Bluegreen Acquisition,
including, but not limited to, existing and potential legal claims or contractual disputes pertaining to various areas of the
Bluegreen business, tax audits, regulatory violations (including environmental violations and claims), and other liabilities
that are, individually or in the aggregate, greater than we had anticipated, more likely than we estimated were not known to
us, and/or were not disclosed to us. For example, we are currently involved in a dispute regarding an alleged breach of a
purchase and sale agreement related to The Manhattan Club property that we acquired in connection with the Bluegreen
Acquisition, which dispute we believed at the time of the acquisition was likely to be resolved in our favor. Since the
acquisition was completed, in July 2024, an arbitration panel entered an interim award against Bluegreen and which
provided us an opportunity to propose a cure for its breach prior to any decision on damages. We are now in the process of
curing the alleged breach. It is possible that these liabilities, including any other liabilities that are currently unknown to us
but may come to our attention, may result in substantial costs or losses, thereby adversely affecting our operating results
and financial condition. See Part II – Item 8. Financial Statements and Supplementary Data – Note 23: Commitments and
Contingencies for more information.
Interests in Bluegreen’s resorts are offered through a trust system, which is subject to a number of regulatory and other
requirements.
Bluegreen’s resorts are alternatives to traditional deeded timeshare ownership, inasmuch as they create a network of
available resort accommodations at multiple locations (“the Bluegreen Club”). Title to the units available through the
Bluegreen Club is held in a trust or similar arrangement that is administered by an independent trustee (the “Independent
Trustee”). A purchaser of a timeshare interest in the Bluegreen Club generally does not receive a deeded interest in any
specific resort or resort accommodation, but acquires a membership in the timeshare plan which is denominated by an
annual or biennial allotment of points. Owners of Bluegreen’s timeshare interests are allowed to use their allocated points
to reserve accommodations at the various component site(s)/participating resort(s) within the Bluegreen Club, thereby
giving the members greater flexibility to plan their vacations. Administering such trust structure can be complicated and
requires compliance with various timeshare laws (including those laws applicable to component sites).
For example, the Bluegreen Club is required to be registered pursuant to, exempted from, or otherwise in
compliance with, the applicable statutory requirements for the sale of timeshare plans in a growing number of jurisdictions.
While such registrations and formal or informal exemption determinations for the Bluegreen Club may confirm the
substantial compliance with the filing and disclosure requirements of the respective timeshare statutes, it does not
constitute the endorsement of the creation, sale, promotion or operation of the Bluegreen Club by any regulatory body nor
relieve Bluegreen (or any developer) of any duty or responsibility under other statutes or any other applicable laws.
Registration under a respective timeshare act (or other applicable law) is not a guarantee or assurance of compliance with
applicable law nor an assurance or guarantee of how any judicial body may interpret Bluegreen’s compliance therewith. In
addition, various disclosures are required in connection with marketing and sale of timeshare interests or plans, which are
required to be continually updated and current. A determination that specific provisions or operations of the Bluegreen
Club do not comply with relevant timeshare acts or applicable law may have a material adverse effect on the developer, the
Independent Trustee and the related non-profit members association for each of the Bluegreen component sites or resorts.
Furthermore, any material omissions, inaccuracies or misstatements in disclosure documents may result in adverse
consequences, including fines, penalties, rescission or similar rights for the purchasers, or other liabilities.
42
Risks Related to Ownership of Our Common Stock
Our board of directors may change significant corporate policies without stockholder approval.
Our financing, borrowing and dividend policies and our policies with respect to all other activities, including
growth, debt, capitalization and operations, will be determined by our board of directors. These policies may be amended
or revised at any time and from time to time at the discretion of our board of directors without a vote of our stockholders.
In addition, our board of directors may change our policies with respect to conflicts of interest provided that such changes
are consistent with applicable legal requirements. A change in these policies could have an adverse effect on our financial
condition, our results of operations, our cash flow, the per share trading price of our common stock and our ability to
satisfy our debt service obligations and to pay dividends to our stockholders.
The interests of one of our stockholders, Apollo, may conflict with ours or yours in the future. In addition, Apollo,
which owns a significant number of shares of our common stock, may sell some, most or all of our shares that it owns,
which would cause our stock price to decline.
We have entered into a stockholder's agreement with Apollo that, among other things, provides Apollo the right,
under certain circumstances, to designate a certain number of directors to our board of directors. Pursuant to the
stockholder's agreement, two members of our board of directors are Apollo designees, and for so long as Apollo and its
affiliates continue to own specified percentages of our common stock, Apollo will be able to maintain representation on our
board of directors. Accordingly, during that period of time, Apollo may have influence with respect to our management,
business plans and policies, including the appointment and removal of our officers. For example, for so long as Apollo
continues to own a significant percentage of our stock, Apollo may be able to influence whether or not a change of control
of our company or a change in the composition of our board of directors occurs. The concentration of ownership by Apollo
could deprive our stockholders of an opportunity to receive a premium for their shares of common stock as part of a sale of
the Company and could affect the market price of our common stock.
Apollo and its affiliates engage in a broad spectrum of activities, including investments in real estate generally and
in the hospitality industry in particular. In the ordinary course of Apollo’s business activities, Apollo and its affiliates may
engage in activities where their interests' conflict with our interests or those of our stockholders. For example, Apollo and
its affiliates may pursue ventures that compete directly or indirectly with us, or affiliates of Apollo may directly and
indirectly own interests in timeshare property developers or others with whom we may engage in the future, may compete
with us for investment opportunities, and may enter into other transactions with us that could result in their having interests
that could conflict with ours. Our amended and restated certificate of incorporation provides no director who is not
employed by us (including any nonemployee director who serves as one of our officers in both his or her director and
officer capacities) or his or her affiliates will have any duty to refrain from engaging, directly or indirectly, in the same
business activities or similar business activities or lines of business in which we operate. Apollo also may pursue
acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may
be unavailable to us. In addition, Apollo may have an interest in pursuing acquisitions, divestitures and other transactions
that, in its judgment, could enhance its investments, even though such transactions might involve risks to you.
In addition, as of December 31, 2024, Apollo owned 26,295,825 shares of our common stock. During the fourth
quarter 2024, Apollo sold an aggregate of 4,000,000 shares of our common stock pursuant to Rule 144 of the Securities
Act. Apollo may continue to sell, in one or more transactions, including Rule 144, underwritten offering and other
transactions, some, most, or all of our shares that it owns at any time in compliance with the terms of the stockholders
agreement. Any such sale or sales are likely to cause the market price of our common stock to decline significantly.
Anti-takeover provisions in our organizational documents and Delaware law might discourage or delay acquisition
attempts for us that you might consider favorable.
Our amended and restated certificate of incorporation and bylaws contain provisions that may make the merger or
acquisition of our company more difficult without the approval of our board of directors. For example, among other things,
our organization documents prohibit stockholder action by written consent unless such action is recommended by all
directors then in office and establish advance notice requirements for nominations for elections to our board or for
proposing matters that can be acted upon by stockholders at stockholder meetings.
In addition, as a Delaware corporation, we are also subject to provisions of Delaware law, which continue to
evolve and may impair a takeover attempt that our stockholders may find beneficial. These anti-takeover and other
applicable Delaware law provisions and measures could discourage, delay or prevent a transaction involving a change in
control of our company, including actions that our stockholders may deem advantageous, or negatively affect the trading
price of our common stock. These provisions and measures could also discourage proxy contests and make it more difficult
for you and other stockholders to elect directors of your choosing and to cause us to take other corporate actions you desire.
43
Consent requirements in our license agreement with Hilton and other requirements in certain of our other material
agreements may have the effect of deterring a potential takeover transaction that otherwise could be in the best interests
of our stockholders.
Our license agreement with Hilton requires us to obtain Hilton’s consent prior to taking certain significant
corporate actions, including change of control of our company. There can be no assurance that any consent from Hilton to a
change of control of our company could be obtained on a basis satisfactory to us or any potential acquirer. In addition,
certain of our other material agreements, such as our debt agreements, contain consent, notice, prepayment or other
provisions that we are obligated to comply with prior to engaging in certain transactions. Failure to obtain required
consents and comply with other provisions in these agreements could discourage, materially delay or prevent a transaction
that otherwise may be in the best interests of our stockholders.
The market price and trading volume of our common stock may fluctuate widely.
For many reasons, the market price of our common stock has been volatile in the past and may be influenced in
the future by a number of factors, including the risks identified in this Annual Report on Form 10-K. These factors may
result in short-term or long-term negative pressure on the value of our common stock.
The market price of our common stock may fluctuate significantly, depending upon many factors, some of which
may be beyond our control, including, but not limited to:
•
shifts in our investor base;
•
our quarterly and annual earnings, or those of comparable companies;
•
actual or anticipated fluctuations in our operating results;
•
our ability to obtain financing as needed;
•
changes in laws and regulations affecting our business;
•
changes in accounting standards, policies, guidance, interpretations or principles;
•
announcements by us or our competitors of significant investments, acquisitions or dispositions;
•
the failure of securities analysts to cover our common stock;
•
changes in earnings estimates by securities analysts or our ability to meet those estimates;
•
the operating performance and stock price of comparable companies;
•
overall market fluctuations;
•
a decline in the real estate markets; and
•
general economic conditions and other external factors.
Future issuances of common stock by us may cause the market price of our common stock to decline.
Under our 2023 Omnibus Incentive Plan, as of December 31, 2024, an aggregate of 34,663 shares have been
issued, and an additional 1,515,320 shares were underlying outstanding awards, leaving 3,923,043 shares available for
future issuances. Under the Employee Stock Purchase Plan, an aggregate of 2,500,000 shares were available for future
issuance as of December 31, 2024. In addition, while we have not in the past, we may issue additional shares of our
common stock to meeting liquidation and access to capital needs from time to time. Any further issuances could result in
the dilution of our current stockholders causing the market price of shares of our common stock to decline.
We cannot guarantee that we will repurchase our common stock pursuant to our share repurchase program or that our
share repurchase program will enhance long-term shareholder value. Share repurchases could also increase the
volatility of the price of our common stock and diminish our cash reserves.
Our board of directors has authorized a share repurchase program (the “Repurchase Program”) pursuant to which
we may repurchase our common stock through any combination of open market repurchases, accelerated share repurchases
or privately negotiated transactions. The timing and amount of repurchases of shares of our common stock, if any, will
depend upon several factors, such as the market price of our common stock, general market and economic conditions, our
working capital requirements and corporate strategy, the terms of our financing arrangements and applicable legal
requirements. We are not obligated to repurchase any specific number or amount of shares of common stock pursuant to the
Repurchase Program, and we may modify, suspend or terminate the Repurchase Program at any time without prior notice.
The existence of the Repurchase Program and related repurchases of our common stock could impact our stock price and
increase its volatility. Additionally, the Repurchase Program could diminish our cash reserves, which may impact our
access to capital and liquidity for general operations and implementation of our business strategy. There can be no
assurance that any share repurchases will enhance long-term stockholder value, and the market price of our common stock
may decline below the levels at which we repurchased shares of stock.
44
We have no current plans to pay cash dividends on our common stock, and our indebtedness could limit our ability to
pay dividends in the future.
We have no current plans to pay any cash dividends. Any decision by our board of directors, which has the sole
discretion whether or not to pay dividends, must take into account a number of factors, including, without limitation: our
available cash; current and anticipated cash needs; capital requirements; and contractual, legal, tax and regulatory
restrictions on the payment of dividends by us to our stockholders or by our subsidiaries to us. In addition, our ability to
pay dividends is limited by our credit agreement related to our senior secured credit facilities and may further be limited by
covenants of other indebtedness that we or our subsidiaries incur in the future.
Risks Related to the Spin-Off
We may be responsible for U.S. federal income tax liabilities that relate to the spin-off.
The completion of the spin-off was conditioned upon the absence of any withdrawal, invalidation or modification
of the ruling (“IRS Ruling”) Hilton received from the IRS regarding certain U.S. federal income tax aspects of the spin-off
in an adverse manner prior to the effective time of the spin-off. Although the IRS Ruling generally is binding on the IRS,
the continued validity of the IRS Ruling is based upon and subject to the accuracy of factual statements and representations
made to the IRS by Hilton.
In addition, the spin-off was conditioned on the receipt of an opinion of counsel to the effect that the distributions
of our and Park common stock would qualify as tax-free distributions under Section 355 of the Code. An opinion of
counsel is not binding on the IRS. Accordingly, the IRS may reach conclusions with respect to the spin-off that are different
from the conclusions reached in the opinion.
If all or a portion of the spin-off does not qualify as a tax-free transaction for any reason, Hilton may recognize a
substantial gain attributable to the timeshare business for U.S. federal income tax purposes. In such case, under U.S.
Treasury regulations, each member of the Hilton consolidated group at the time of the spin-off (including us and our
subsidiaries) would be jointly and severally liable for the resulting entire amount of any U.S. federal income tax liability.
Additionally, if the distribution of our common stock and/or the distribution of Park common stock do not qualify as tax-
free under Section 355 of the Code, Hilton stockholders will be treated as having received a taxable dividend to the extent
of Hilton’s current and accumulated earnings and profits, would have a tax-free basis recovery up to the amount of their tax
basis in their shares, and would have taxable gain from the sale or exchange of the shares to the extent of any excess.
The spin-off and related transactions may expose us to potential liabilities arising out of state and federal fraudulent
conveyance laws and legal distribution requirements.
The spin-off could be challenged under various state and federal fraudulent conveyance laws. An unpaid creditor
or an entity vested with the power of such creditor (such as a trustee or debtor-in-possession in a bankruptcy) could claim
that Hilton did not receive fair consideration or reasonably equivalent value in the spin-off, and that the spin-off left Hilton
insolvent or with unreasonably small capital or that Hilton intended or believed it would incur debts beyond its ability to
pay such debts as they mature. If a court were to agree with such a plaintiff, then such court could void the spin-off as a
fraudulent transfer and could impose a number of different remedies, including without limitation, returning our assets or
your shares in our company to Hilton or providing Hilton with a claim for money damages against us in an amount equal to
the difference between the consideration received by Hilton and the fair market value of our company at the time of the
spin-off.
The measure of insolvency for purposes of the fraudulent conveyance laws may vary depending on which
jurisdiction’s law is applied. Generally, however, an entity would be considered insolvent if the fair salable value of its
assets is less than the amount of its liabilities (including the probable amount of contingent liabilities), and such entity
would be considered to have unreasonably small capital if it lacked adequate capital to conduct its business in the ordinary
course and pay its liabilities as they become due. No assurance can be given as to what standard a court would apply to
determine insolvency or that a court would determine that Hilton were solvent at the time of or after giving effect to the
spin-off, including the distribution of our common stock.
We could be required to assume responsibility for obligations allocated to Hilton or Park under the Distribution
Agreement.
We entered into the Distribution Agreement with Hilton and Park prior to the distribution of our shares of
common stock to Hilton stockholders. Under the Distribution Agreement and related ancillary agreements, each of us,
Hilton and Park are generally responsible for the debts, liabilities and other obligations related to the business or businesses
that they own and operate following the spin-off. Although we do not expect to be liable for any obligations that were not
allocated to us under the Distribution Agreement, a court could disregard the allocation agreed to among the parties, and
45
require that we assume responsibility for obligations allocated to Hilton or Park (for example, tax and/or environmental
liabilities), particularly if Hilton or Park were to refuse or were unable to pay or perform the allocated obligations.
In addition, losses in respect of certain Shared Contingent Liabilities, which generally are not specifically
attributable to any of the timeshare business, the Park business or the retained business of Hilton, were determined on or
prior to the date on which the Distribution Agreement was entered. The percentage of Shared Contingent Liabilities for
which we are responsible has been fixed in a manner that is intended to approximate our estimated enterprise value on the
distribution date relative to the estimated enterprise values of Park and Hilton. Subject to certain limitations and
exceptions, Hilton is generally vested with the exclusive management and control of all matters pertaining to any such
Shared Contingent Liabilities, including the prosecution of any claim and the conduct of any defense.
In connection with the spin-offs, we may be required to indemnify Hilton and Park, and the indemnities of Hilton and
Park of us may not be sufficient to insure us against the full amount of the liabilities assumed by Hilton and Park, and
Hilton and Park may be unable to satisfy their indemnification obligations to us in the future.
Pursuant to the Distribution Agreement entered into in connection with the spin-offs and certain other agreements
among Hilton and Park and us, we agreed to indemnify each of Hilton and Park from certain liabilities. Indemnities that we
may be required to provide Hilton and/or Park may be significant and could negatively affect our business.
In addition, each of Hilton and Park agreed to indemnify us with respect to such parties assumed or retained
liabilities pursuant to the Distribution Agreement and breaches of the Distribution Agreement or other agreements related
to the spin-offs. There can be no assurance that the indemnities from each of Hilton and Park will be sufficient to protect us
against the full amount of these and other liabilities. Third parties also could seek to hold us responsible for any of the
liabilities that Hilton and Park have agreed to assume. Even if we ultimately succeed in recovering from Hilton or Park any
amounts for which we are held liable, we may be temporarily required to bear those losses ourselves. Each of these risks
could negatively affect our business, financial condition, results of operations and cash flows.
Pursuant to the Distribution Agreement and certain other agreements, including the Tax Matters Agreement,
entered into in connection with the spin-offs among Hilton and Park and us, we agreed to indemnify each of Hilton and
Park from certain liabilities (including tax liabilities). In addition to the Shared Contingent Liabilities pursuant to the
Distribution Agreement, the Tax Matters Agreement governs the respective obligations of Hilton, Park and us after the
spin-off with respect to tax liabilities and benefits, tax attributes, tax contests, liability resulting from tax audits and other
tax sharing regarding U.S. federal, state, local and foreign income taxes, other tax matters and related tax returns. Under
the Tax Matters Agreement, we have agreed to indemnify Hilton and Park against certain tax liabilities. The Tax Matters
Agreement also provides special rules for allocating tax liabilities in the event that the spin-off is not tax-free. In general,
under the Tax Matters Agreement, each party is responsible for any taxes imposed on Hilton that arise from the failure of
the spin-off and certain related transactions to qualify as a tax-free transaction for U.S. federal income tax purposes under
Sections 355 and 368(a)(1)(D) of the Code, as applicable, and certain other relevant provisions of the Code, to the extent
that the failure to qualify is attributable to actions taken by such party (or with respect to such party’s stock). In addition,
the parties share responsibility, in accordance with sharing percentages of 65% for Hilton, 26% for Park, and 9% for us, for
any such taxes imposed on Hilton that are not attributable to actions taken by a party. Finally, pursuant to the Tax Matters
Agreement, to the extent that any taxes that may be imposed on the Hilton consolidated group for the taxable periods prior
to the spin-offs relates to the timeshare business, we would in most cases be liable for the full amount attributable to the
timeshare business. Indemnities that we may be required to provide Hilton and/or Park, or any liabilities for which we may
be responsible proportionately or wholly, pursuant to these agreements may be significant and could negatively affect our
business.
ITEM 1B.
Unresolved Staff Comments
None.
ITEM 1C.
Cybersecurity
Risk Management and Strategy
We recognize the importance of maintaining an integrated cybersecurity risk management system and view our
responsibility for cybersecurity management as an enterprise risk, where we have adopted proactive and defensive
safeguards. We maintain layered processes that place responsibility for management and mitigation of cybersecurity risks
at both the management and Board level, which is modeled after the National Institute of Standards and Technology’s
cybersecurity framework, as more fully described below.
We have not previously experienced a cybersecurity incident that has materially affected HGV, including our
business strategy, results of operations, or financial condition. However, we cannot be certain that we will not experience
46
such an incident in the future. For information on risks we face from cybersecurity threats, see “Our increasing reliance on
information technology and other systems subjects us to risks associated with cybersecurity. Cyber-attacks or our failure to
maintain the security and integrity of company, employee, associate, customer, or third-party data could have a disruptive
effect on our business and adversely affect our reputation and financial performance” in Item 1A. Risk Factors.
Cybersecurity Governance
Management Level Governance
Our cybersecurity efforts are led by the Chief Technology Officer (“CTO”) and Chief Information Security
Officer (“CISO”). The CISO has primary management-level responsibility for assessing and managing our cybersecurity
program. The CISO reports to the CTO, who provides regular feedback to other members of the management team on
managing material risks from cybersecurity threats.
Our CISO has over 25 years of experience in the field of cybersecurity. His background includes extensive
experience as a technology consultant. His in-depth knowledge and experience are instrumental in developing and
executing our cybersecurity strategies.
Our CTO has extensive experience designing, developing, and utilizing technology products for security operation
center services. His technical responsibilities spanned product security, privacy controls, data protection, and identity
management. He has also overseen security operations, incident response, threat hunting, security intelligence, analytics,
and technical fraud functions and worked with legal response teams at numerous companies, including serving as a
Managing Director of a cybersecurity firm. He has advised chief information officers and consulted for boards of directors
on cybersecurity related issues and attacks.
Our CISO oversees our governance programs, tests our compliance with standards, remediates known risks, and
leads our employee training program on information security. He is also responsible for keeping HGV apprised of the latest
developments in cybersecurity, including potential threats and innovative risk management techniques. We believe this
ongoing knowledge acquisition is crucial for the effective prevention, detection, mitigation, and remediation of
cybersecurity incidents. The CISO implements and oversees processes for the regular monitoring of our information
systems. This includes the deployment of advanced security measures and regular system audits to identify potential
vulnerabilities. In the event of a cybersecurity incident, the CISO is equipped with a well-defined incident response plan.
This plan includes immediate actions designed to mitigate the impact and long-term strategies for remediation and
prevention of future incidents.
Board Level Governance
The Audit Committee has primary Board-level responsibility for oversight of our cybersecurity and data
protection risks. and serves as a liaison between management and the full Board. The Audit Committee receives regular
reports from our CTO and CISO regarding the primary cybersecurity risks facing HGV, and the steps management is taking
to mitigate such risks. The CISO and the CTO provide comprehensive briefings to the Audit Committee on a regular basis,
generally at least once per quarter. These briefings include:
•
Current cybersecurity landscape and emerging threats;
•
Status of ongoing cybersecurity initiatives and strategies;
•
Incident reports and learnings from any cybersecurity incidents, if applicable; and
•
Compliance with regulatory requirements and industry standards.
The Audit Committee also reviews our cybersecurity management strategy and initiatives on a regular basis with
our CTO and CISO. Both the Audit Committee and Board will promptly be made aware of any significant cybersecurity
incident, as specified in our cybersecurity incident response plan.
Third-Party Engagement
Recognizing the complexity and evolving nature of cybersecurity threats, we engage with a range of external
experts, including cybersecurity assessors, consultants, and auditors, to periodically evaluate and test our risk management
systems. These partnerships enable us to leverage specialized knowledge and insights, with the intention of keeping our
cybersecurity strategies and processes at the forefront of industry best practices. Our collaboration with these third parties
includes regular audits, threat assessments, and consultation on security enhancements. The cybersecurity program also
involves performance of tabletop exercises to test our incident response plan.
Third-Party Oversight
47
We maintain processes in place to oversee, identify, and mitigate risks from cybersecurity threats related to third-
party service providers, including conducting thorough security assessments of third-party service providers before
onboarding. We also maintain ongoing compliance monitoring to oversee evolving cybersecurity risks. We generally
include minimum information security requirements in our agreements with third-party service providers to address
cybersecurity risks.
ITEM 2.
Properties
Timeshare Properties
As of December 31, 2024, we had over 200 properties open and operating, including properties not yet fully
developed but in which VOIs were being sold. Most of our properties and units are located in vacation destinations such as
Florida, Europe, Hawaii, California, South Carolina, Arizona, Virginia, and Nevada. These units and properties include
those developed by us or by third-party developers with whom we have entered into fee-for-service arrangements. As of
December 31, 2024, we owned approximately 73% of all unsold intervals including 100% of all unsold points-based
intervals. We also own, manage, and lease fitness, spa and sports facilities, and/or manage the HOAs of undeveloped and
partially developed land and other common area assets at some of our resorts, including resort lobbies and food and
beverage outlets.
Sales and Marketing Locations
As of December 31, 2024, we had 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. Our products are for sale
throughout the United States, Mexico, Canada, Europe and Asia. We have approximately 100 sales distribution centers in
various domestic and international locations. Our distribution centers and sales galleries are operated through leased and
owned properties.
Additionally, we have 11 call centers that are leased. Our call centers are located in Orlando, Las Vegas, Virginia
Beach, Boca Raton, Knoxville, Indianapolis and the United Kingdom.
Corporate Headquarters
Our main corporate headquarters are located at 6355 MetroWest Boulevard, Suite 180, Orlando, Florida 32835.
The lease for this property expires in 2026 with two additional five-year renewal periods. We also have additional
corporate headquarters that are located at 5323 and 5337 Millenia Lakes Boulevard, Orlando, Florida, 32839. The lease for
these properties expires in 2034.
We believe that our existing office properties are in good condition and are sufficient and suitable for the conduct
of our business.
ITEM 3.
Legal Proceedings
Currently, and from time to time, we are subject to claims in legal proceedings arising in the normal course of
business, including, among others, legal proceedings for which we accrue liabilities as discussed in Note 23: Commitments
and Contingencies to our consolidated financial statements included in this Annual Report on Form 10-K.
ITEM 4.
Mine Safety Disclosures
Not applicable.
48
PART II
ITEM 5.
Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
Market Information
Our common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “HGV.”
Performance Graph
The following graph compares cumulative total stockholder return of our common stock with the S&P MidCap
400 (“MidCap 400”)* Index and the Dow Jones US Travel & Leisure Total Return Index GICS Level 2 (“DJUSCGT”)
over a five-year period ended on December 31, 2024. The graph assumes that the value of the investment in our common
stock and each index was $100 on December 31, 2019, and that all dividends and other distributions were reinvested. The
comparisons in the graph below are based on historical data and are not indicative of, or intended to forecast, future
performance of our common stock.
* As of March 2023, our company has been included in the S&P MidCap 400.
Holders of Record
The number of stockholders of record of our common stock as of February 20, 2025, was 367.
Dividends
Although we may return capital to stockholders through dividends or otherwise in the future, we have no current
plans to pay dividends on our common stock. Any decision to declare and pay dividends in the future will be made at the
sole discretion of our board of directors and will depend on, among other things, general and economic conditions, our
results of operations, available cash, current and anticipated cash requirements, financial condition, contractual, legal, tax
and regulatory restrictions on the payment of dividends by us to our stockholders or by our subsidiaries to us, and other
factors that our board of directors may deem relevant. In addition, our senior secured credit facilities and certain of our
non-recourse debt include provisions limiting our ability to make restricted payments, including dividends.
Issuer Purchases of Equity Securities
On May 3, 2023, our Board of Directors approved a share repurchase program authorizing the Company to
repurchase up to an aggregate of $500 million of its outstanding shares of common stock over a two-year period (the "2023
Repurchase Plan"). On August 7, 2024, our Board of Directors approved a new share repurchase program authorizing the
Company to repurchase up to an aggregate of $500 million of its outstanding shares of common stock over a two-year
period (the "2024 Repurchase Plan") which is in addition to the 2023 Repurchase Plan. The repurchases can be made
through any combination of open market purchases, accelerated share repurchases, privately negotiated transactions or an
other permissible manner. The timing and actual number of shares repurchased will depend on a variety of factors,
including the stock price, corporate and regulatory requirements and other market and economic conditions. The shares are
49
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-month period ended December 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
October 1 – October 31, 2024
1,309,276 $
36.66
1,309,276 $
504,778,477
November 1 – November 30, 2024
1,324,869
41.90
1,324,869
449,246,364
December 1 – December 31, 2024
516,712
41.60
516,712
427,742,644
Total
3,150,857 $
39.67
3,150,857
From January 1, 2024, through February 20, 2025, we repurchased approximately 1.6 million shares for $66
million. As of February 20, 2025, we had $361 million of remaining availability under the 2024 Repurchase Plan.
ITEM 6.
[Reserved]
50
ITEM 7.
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 consolidated financial statements and related notes that appear elsewhere in this Annual Report on
Form 10-K.
Forward-Looking Statements
This disclosure includes forward-looking statements; and actual results and events may differ substantially from
those discussed or highlighted in these forward-looking statements. See “Cautionary Note Regarding Forward-Looking
Statements.”
Overview
Our Business
We are a global timeshare company engaged in developing, marketing, selling, managing and operating timeshare
resorts, timeshare plans and ancillary reservation services, primarily under the Hilton Grand Vacations brand. During 2021,
we completed the Diamond Acquisition and on January 17, 2024, we completed the Bluegreen Acquisition.
Our operations primarily consist of selling vacation ownership intervals and vacation ownership interests
(collectively, “VOIs” or “VOI”) for us and third parties; financing and servicing loans provided to consumers for their
timeshare purchases; operating resorts and timeshare plans; and managing our clubs and exchange programs.
As of December 31, 2024, we have over 200 properties located in the United States (“U.S.”), Europe, Canada, the
Caribbean, Mexico and Asia. A significant number of our properties and VOIs are concentrated in Florida, Europe, Hawaii,
California, South Carolina, Arizona, Virginia and Nevada, inclusive of the new locations acquired in connection with 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. We began rebranding the Bluegreen sales centers during 2024 and expect to begin rebranding of
certain Bluegreen properties in 2025 to the Hilton Grand Vacations brands and Hilton standards.
As of December 31, 2024, we had approximately 724,000 members across our club offerings. Based on the type
of Club membership, members have the flexibility to exchange their VOIs for stays at any Hilton Grand Vacations resort,
any property in the Hilton system of 24 industry-leading brands across approximately 8,300 properties, or affiliated
properties, as well as numerous experiential vacation options, such as cruises and guided tours, or they have the option to
exchange their VOI for various other timeshare resorts throughout the world through an external exchange program,
including travel services options. Bluegreen Vacation Club members have the flexibility to stay at units available at any of
Bluegreen’s resorts and have access to other hotels and resorts through Bluegreen partnerships and exchange networks.
We operate our business across two segments: (1) real estate sales and financing; and (2) resort operations and
club management.
Real Estate Sales and Financing
Our deeded VOI product that we market and sell is fee-simple, deeded in perpetuity and right to use real estate
interests, developed either by us or by third parties. This ownership interest is generally equivalent to one week on an
annual or biennial basis, at the timeshare resort in which the VOI is located.
Our trust VOI product that we market and sell is a beneficial interest in one of our Collections, which are
represented by an annual or biennial allotment of points that can be utilized for vacations at any of the resorts in that
Collection. In general, purchasers of a VOI in a collection do not acquire a direct ownership interest in the resort properties
in the Collection. Rather, for each Collection, one or more trustees hold legal title to the deeded fee simple real estate
interests or the functional equivalent, or, in some cases, leasehold real estate interests for the benefit of the respective
Collection’s association members in accordance with the applicable agreements.
Through the Bluegreen Acquisition, we also offer a points-based use right in perpetuity coupled with a freehold
estate whereby upon purchase of a VOI, the purchaser directs conveyance of the VOI to the trustee of the Bluegreen
Vacation Club who holds the timeshare interest pursuant to the Bluegreen Vacation Club Trust Agreement, dated as of May
18, 1994. At the time of conveyance of the timeshare interest, the purchaser becomes a member and is designated an
“Owner Beneficiary” of the Bluegreen Vacation Club. Bluegreen Vacation Club members may use their allotment of points
for stays at Bluegreen’s resorts or other hotels and resorts available through partnerships and exchange networks.
Traditionally, timeshare operators have funded 100% of the investment necessary to acquire land and construct
timeshare properties. We source VOIs through developed properties and fee-for-service and just-in-time agreements with
51
third-party developers and have 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 with the sale to purchasers. Sales of owned, including 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 year ended December 31, 2024, sales from fee-for-service and just-in-time inventory were 18% and 19%
of contract sales, respectively. See “Key Business and Financial Metrics—Real Estate Sales Operating Metrics” for
additional discussion of contract sales. The estimated contract sales value related to our 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 upon registration, delivery or construction is approximately $12.7 billion at current pricing. Capital-efficient
arrangements, comprised of our fee-for-service and just-in-time inventory, represented approximately 28% 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 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, Europe, Canada, Mexico and Asia.
We operate sales distribution centers in major markets and popular leisure destinations with year-round demand and a
history of being a friendly environment for vacation ownership. 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 include marketing relationships with
nationally-recognized consumer brands such as Bass Pro, a fishing, marine, hunting, camping and sports gear retailer, and
Choice Hotels. In November 2023, HGV signed a 10-year exclusive marketing agreement with Bass Pro that provides
HGV with the right to market and sell vacation packages at kiosks in Bass Pro’s and Cabela’s retail locations and through
other means. This agreement became effective on the Bluegreen Acquisition Date. As of December 31, 2024, HGV had
sales and marketing operations at a total of 133 Bass Pro Shops and Cabela’s Stores, including 9 virtual kiosks.
Additionally, the joint venture between HGV and Bass Pro includes four high-end wilderness resorts under the Big Cedar
Lodge brand. We also assumed 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 years ended December 31, 2024, 2023 and 2022, 72%, 70%
and 71% of our contract sales were to our existing owners, respectively.
We provide financing for members purchasing our developed and acquired inventory and generate interest income
on the loans. Our timeshare financing receivables are collateralized by the underlying VOIs and are generally structured as
10-year, fully amortizing loans that bear a fixed interest rate typically ranging from 2.5% to 25% per annum. Financing
propensity was 67% and 63% for the years ended December 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
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 FICO score for loans to U.S. and Canadian borrowers at
the time of origination were as follows:
Year Ended December 31,
2024
2023
2022
Weighted-average FICO score
741
737
735
52
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 Clubs. Historical default rates, which represent annual defaults as a
percentage of each year’s beginning gross timeshare financing receivables balance, were as follows:
Year Ended December 31,
2024
2023
2022
Historical default rates(1)
10.77 %
8.56 %
7.92 %
(1) A loan is considered to be in default if it is equal to or greater than 121 days past due as of the prior month end.
Some of our 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 7: Timeshare Financing Receivables in our consolidated financial statements included in Item 8 of
this Annual Report on Form 10-K.
In addition, we earn fees from servicing our securitized 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 management agreements with the HOAs of the timeshare resorts developed by us or a third party.
Each of the HOAs is governed by a board of directors comprised of owner and developer representatives that are charged
with ensuring the resorts are well-maintained and financially stable. Our 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 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% to 15% of the costs to operate the applicable resort. 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 original terms of our management agreements typically range from three to five years and the
agreements are subject to periodic renewal for one- to 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 Clubs and exchange programs. When owners purchase a VOI, they are generally
enrolled in a Club which allows the member to exchange their points for a number of vacation 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.
Principal Components and Factors Affecting Our Results of Operations
Principal Components of Revenues
•
Sales of VOIs, net represents revenue recognized from the sale of owned VOIs, net of amounts
considered uncollectible and sales incentives.
•
Sales, marketing, brand and other fees represents sales commissions, brand fees and other fees earned on
the sales of VOIs through fee-for-service agreements with third-party developers. All sales commissions
and brand fees are based on the total sales price of the VOIs. Also included in Sales, marketing, brand
and other fees are revenues from marketing and incentive programs, except for redemption of prepaid
vacation packages and Club bonus points for stays at HGV properties, which are included in Rental and
ancillary services.
•
Financing represents revenue from the financing of sales of our owned intervals, which includes interest
income and fees from servicing loans. We also earn fees from servicing the loans provided by third-party
developers to purchasers of their VOIs.
•
Resort and club management represents revenues from Club activation fees, annual dues and transaction
fees from member exchanges. Resort and club management also includes recurring management fees
under our agreements with HOAs for day-to-day-management services, including housekeeping services,
53
maintenance, and certain accounting and administrative services for HOAs, generally based on a
percentage of costs to operate the resorts.
•
Rental and ancillary services represents revenues from transient rentals of unoccupied vacation
ownership units and revenues recognized from the utilization of Club points and vacation packages when
points and packages are redeemed for rental stays at one of our resorts. We also earn fees from the rental
of inventory owned by third parties. Ancillary revenues include food and beverage, retail, spa offerings
and other guest services provided to resort guests.
•
Cost reimbursements include costs that HOAs and developers reimburse to us. These costs primarily
consist of payroll and payroll-related costs for management of the HOAs and other services we provide
where we are the employer and insurance. The corresponding expenses are presented as Cost
reimbursements expense in our consolidated statements of income resulting in no effect on net income.
Factors Affecting Revenues
•
Relationships with developers. We have entered into fee-for-service and just-in-time agreements to sell
VOIs on behalf of or acquire VOIs from third-party developers. The success and sustainability of our
capital-efficient business model depends on our ability to maintain good relationships with third-party
developers. Our relationships with these third parties also generate new relationships with developers and
opportunities for property development that can support our growth. We believe that we have strong
relationships with our third-party developers, and we are committed to the continued growth and
development of these relationships. These relationships exist with a diverse group of developers and are
not significantly concentrated with any particular third party.
•
Construction activities. We have entered into agreements with third parties to acquire both completed
VOIs and property. At the same time, we have increased our own development activities to construct new
properties that we will own and from which we are selling, and will continue to sell, units and VOIs.
These activities, and in particular the development of real property into inventory, are subject to
construction risks including, construction delays, zoning and other local, state or governmental approvals
and failure by third-party contractors to perform. The realization of these factors could result in the
inability to source inventory and ultimately lead to sales declines.
•
Registration activities. The registration of VOIs for sale requires time and cost, and in many jurisdictions
the exact date of registration approval cannot be predicted accurately. The inability to register our
products in a timely, cost-effective fashion could result in the inability to sell our products and ultimately
lead to sales declines.
•
Relationship with Hilton. We are party to a license agreement with Hilton granting us the right to use the
Hilton-branded trademarks, trade names and related intellectual property in our business for the term of
the agreement. The termination of the license agreement or exercise of other remedies would materially
harm our business and results of operations and impair our ability to market and sell our products and
maintain our competitive position. For example, if we are not able to rely on the strength of the Hilton
brands to attract prospective members and guest tours in the marketplace, our revenue would decline, and
our marketing and sales expenses would increase.
•
Consumer demand and global economic conditions. Consumer demand for our products and services
may be affected by the performance of the general economy, including the ability to generate high quality
tours, and is sensitive to business and personal discretionary spending levels. Declines in consumer
demand due to adverse general economic conditions, risks affecting or reducing travel patterns, lower
consumer confidence and adverse political conditions can subject and have subjected our revenues to
significant volatility.
•
Marketing. We rely on call transfers from Hilton, execution of a successful digital marketing strategy,
vacation traffic at key locations, and other critical marketing elements to increase tour flow, VPG, and
VOI sales, thereby increasing our revenue. Any significant changes to one or more factors that adversely
affect our marketing activities, such as changes in consumer behavior and preference for vacations,
decreases in call transfers from Hilton due to increasing consumer reliance on digital tools, and declining
quality and/or volume of tour flow may adversely and materially impact our revenue.
•
Interest rates. We generate interest income from consumer loans we originate and declines in interest
rates may cause us to lower our interest rates on our originated loans, which would adversely affect our
income generated on future loans. Conversely, if interest rates increase significantly, it would increase the
54
cost of purchasing VOIs for any purchaser who is financing their acquisition and may deter potential
purchasers from buying a VOI, which could result in sales declines.
•
Competition. We compete with other hotel and resort timeshare operators for sales of VOIs based
principally on location, quality of accommodations, price, service levels and amenities, financing terms,
quality of service, terms of property use, reservation systems and flexibility for VOI owners to exchange
into time at other timeshare properties or other travel rewards. In addition, we compete based on brand
name recognition and reputation. Our primary branded competitors in the timeshare space include
Marriott Vacations Worldwide, Travel + Leisure Co., Disney Vacation Club, Holiday Inn Club Vacations,
Westgate Resorts, and Bluegreen Vacations, which we acquired on January 17, 2024.
Principal Components of Expenses
•
Cost of VOI sales represents the costs attributable to the sales of owned VOIs recognized, as well as
charges incurred related to granting credit to customers for their existing ownership when upgrading into
fee-for-service projects.
•
Sales and marketing represents costs incurred to sell and market VOIs, including costs incurred relating
to marketing and incentive programs, costs for tours, rental expense and wages and sales commissions.
•
Financing represents consumer financing interest expense related to our debt securitized by gross
timeshare financing receivables (“Securitized Debt”) and Timeshare Facility, amortization of the related
deferred loan costs and other expenses incurred in providing consumer financing and servicing loans.
•
Resort and club management represents costs incurred to manage resorts and the Clubs, including payroll
and related costs and other administrative costs.
•
Rental and ancillary services include payroll and related costs, costs incurred from participating in the
Hilton Honors loyalty program, retail, food and beverage costs and maintenance fees on unsold
inventory.
•
General and administrative consists primarily of compensation expense for our corporate staff and
personnel supporting our business segments, professional fees (including consulting, audit and legal
fees), administrative and related expenses.
•
Depreciation and amortization are non-cash expenses that primarily consist of depreciation of fixed
assets such as buildings and leasehold improvements and furniture and equipment at our sales centers,
corporate offices, and assets purchased for future conversion to inventory, as well as amortization of our
trade names, management agreement contracts, club member relationship intangibles and capitalized
software.
•
License fee expense represents primarily the royalty fee paid to Hilton under a license agreement for the
exclusive right to use the Hilton Grand Vacations mark, which is generally based on a percentage of
gross sales volume of certain revenue streams.
•
Acquisition and integration-related expense represents direct expenses for the Diamond Acquisition and
the Bluegreen Acquisition, including integration costs, legal and other professional fees. Integration costs
include technology-related costs, fees paid to management consultants and employee-related costs such
as severance and transition.
•
Cost reimbursements include costs that HOAs and developers reimburse to us. These costs primarily
consist of payroll and payroll-related costs for management of the HOAs and other services we provide
where we are the employer and insurance. The corresponding revenues are presented as Cost
reimbursements revenue in our consolidated statements of income resulting in no effect on net income.
Factors Affecting Expenses
•
Costs of VOI sales. In periods where there is increased demand for VOIs, we may incur increased costs to
acquire inventory in the short-term, which can have an adverse effect on our cash flows, margins and
profits. In addition, the registration of inventory for sale requires time and cost, and in many jurisdictions
the exact date of registration approval cannot be predicted accurately. As we encourage owners to
upgrade into other products, we incur expenses when owners upgrade from an interval in a project we
developed into fee-for-service projects, on which we earn fees. In periods where more upgrades are
occurring and we are not generating increased sales volume on unsold supply, we could see an adverse
effect on our cash flows, margins and profits.
55
Furthermore, construction delays, zoning and other local, state or federal governmental approvals,
particularly in new geographic areas with which we are unfamiliar, cost overruns, lender financial
defaults, or natural or man-made disasters, as well as failure by third-party contractors to perform for any
reason, could lead to an adverse effect on our cash flows, margins and profits.
•
Sales and marketing expense. A significant portion of our costs relates to selling and marketing of our
VOIs. In periods of decreased demand for VOIs, we may be unable to reduce our sales and marketing
expenses quickly enough to prevent a deterioration of our profits and margins on our real estate
operations.
•
Rental and ancillary services expense. These expenses include personnel costs, rent, property taxes,
insurance and utilities. We pay a portion of these costs through maintenance fees of unsold intervals and
by subsidizing the costs of HOAs not covered by maintenance fees collected. If we are unable to
decrease these costs significantly or rapidly when demand for our unit rentals decreases, the resulting
decline in our revenues could have an adverse effect on our net cash flow, margins and profits.
•
General and administrative. Increases in general and administrative expenses associated with operating
as a publicly traded company in a competitive and dynamic timeshare industry, regulatory filings and
professional fees may affect our net cash flows, margins and profits.
•
Interest rates. Increases in interest rates would increase the consumer financing interest expense we pay
on the Timeshare Facility and could adversely affect our financing operations in future securitization or
other debt transactions, affecting net cash flow, margins and profits.
Key Business and Financial Metrics
Real Estate Sales Operating Metrics
We measure our performance using the following 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% of the contract price. Contract sales differ from revenues from the Sales of VOIs,
net that we report in our consolidated statements of income due to the requirements for revenue
recognition, as well as adjustments for incentives. While we do not record the purchase price of sales of
VOI products developed by fee-for-service partners as revenue in our consolidated financial statements,
rather recording the commission earned as revenue in accordance with U.S. GAAP, we believe contract
sales to be an important operational metric, reflective of the overall volume and pace of sales in our
business and believe it provides meaningful comparability of our results to the results of our competitors
which may source their VOI products differently.
We believe that the presentation of contract sales on a combined basis (fee-for-service, just-in-time,
developed and points-based) is most appropriate for the purpose of the operating metric, additional
information regarding the split of contract sales, is included in “—Real Estate” below. See Note 2:
Summary of Significant Accounting Policies in our consolidated financial statements included in Item 8
in this Annual Report on form 10-K, for additional information on Sales of VOIs, net.
•
Tour flow represents the number of sales presentations given at our sales centers during the period.
•
Volume per guest (“VPG”) represents the sales attributable to tours at our sales locations and is
calculated by dividing contract sales, excluding telesales, by tour flow. 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.
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, before interest expense (excluding non-recourse debt), a provision for income taxes and depreciation and
amortization.
Adjusted EBITDA, presented herein, is calculated as EBITDA, as previously defined, further adjusted to exclude
certain items, including, but not limited to, gains, losses and expenses in connection with: (i) other gains, including asset
dispositions and foreign currency transactions; (ii) debt restructurings/retirements; (iii) non-cash impairment losses; (iv)
share-based and other compensation expenses; and (v) other items, including but not limited to costs associated with
56
acquisitions, restructuring, amortization of premiums and discounts resulting from purchase accounting, and other non-cash
and one-time charges.
Adjusted EBITDA Attributable to Stockholders is Adjusted EBITDA excluding amounts attributable to the
noncontrolling interest in Bluegreen/Big Cedar Vacations LLC, a joint venture in which HGV is deemed to hold a
controlling financial interest based on its 51% equity interest (“Big Cedar”), its active role as the day-to-day manager of its
activities, and majority voting control of its management committee.
EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders are not recognized terms under
U.S. GAAP and should not be considered as alternatives to net income or other measures of financial performance or
liquidity derived in accordance with U.S. GAAP. In addition, our definitions of EBITDA and Adjusted EBITDA 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, 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 and Adjusted EBITDA should not be considered as discretionary cash
available to us to reinvest in the growth of our business or as measures of cash that will be available to us to meet our
obligations.
See below under “Segment Results” for reconciliation of our EBITDA, Adjusted EBITDA and Adjusted EBITDA
Attributable to Stockholders to net income attributable to stockholders and net income, our most comparable U.S. GAAP
financial measure.
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
57
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 consolidated statements of
income, 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 consolidated
statements of income, 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 consolidated statements of income. Financing profit margin is calculated
as a percentage by dividing financing profit by financing revenue. We consider this to be an important
non-GAAP operating measure because it measures the efficiency and profitability of our financing
business in connection with our VOI sales.
•
Resort and club management profit represents resort and club management revenue, net of resort and
club management expense, both of which correspond to the applicable line items from our consolidated
statements of income. 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 consolidated
statements of income. 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 attributable to stockholders and net income, our most comparable U.S. GAAP financial measures.
58
Results of Operations
Year Ended December 31, 2024 Compared with Year Ended December 31, 2023
The following discussion and analysis of our financial condition and results of operations is for the year ended
December 31, 2024 compared with the year ended December 31, 2023. Discussions of our financial condition and results
of operations for the year ended December 31, 2023 compared to December 31, 2022 that have been omitted under this
item can be found in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the
Securities and Exchange Commission on February 29, 2024.
Segment Results
The following tables present our revenues by segment for the year ended December 31, 2024, compared to the
years ended December 31, 2023, and 2022. We do not include equity in earnings from unconsolidated affiliates in our
measures of segment revenues.
Year Ended December 31,
2024 vs 2023
($ in millions)
2024
2023
2022
$
%
Revenues:
Real estate sales and financing
$
3,010 $
2,357 $
2,378 $
653
27.7
Resort operations and club management
1,528
1,291
1,197
237
18.4
Total segment revenues
4,538
3,648
3,575
890
24.4
Cost reimbursements
516
386
297
130
33.7
Intersegment eliminations(1)
(73)
(56)
(37)
(17)
30.4
Total revenues
$
4,981 $
3,978 $
3,835 $
1,003
25.2
(1) See Note 22: Business Segments in our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for details on the
intersegment eliminations.
59
The following table reconciles net income attributable to stockholders and net income, our most comparable U.S.
GAAP financial measures, to EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders:
Year Ended December 31,
2024 vs 2023(1)
($ in millions)
2024
2023
2022
$
%
Net income attributable to stockholders
$
47 $
313 $
352 $
(266)
(85.0)
Net income attributable to noncontrolling interest
13
—
—
13
100%
Net income
60
313
352
(253)
(80.8)
Interest expense
329
178
142
151
84.8
Income tax expense
76
136
129
(60)
(44.1)
Depreciation and amortization
268
213
244
55
25.8
Interest expense, depreciation and amortization
included in equity in earnings from unconsolidated
affiliates
2
2
2
—
—
EBITDA
735
842
869
(107)
(12.7)
Other loss (gain), net
11
(2)
1
13
NM
Share-based compensation expense
47
40
46
7
17.5
Impairment expense
2
3
17
(1)
(33.3)
Acquisition and integration-related expense
237
68
67
169
NM
Other adjustment items(2)
62
54
65
8
14.8
Adjusted EBITDA
1,094
1,005
1,065
89
8.9
Adjusted EBITDA attributable to noncontrolling
interest
16
—
—
16
100%
Adjusted EBITDA attributable to stockholders
$
1,078 $
1,005 $
1,065 $
73
100%
(1) NM - fluctuation in terms of percentage change is not meaningful.
(2) These amounts include costs associated with restructuring, one-time charges, other non-cash items, and amortization of fair value premiums and
discounts resulting from purchase accounting.
We evaluate our business segment operating performance using segment Adjusted EBITDA and Adjusted
EBITDA Attributable to Stockholders, as described in Note 22: Business Segments in our consolidated financial statements
included in Item 8 of this Annual Report on Form 10-K. 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:
Year Ended December 31,
2024 vs 2023
($ in millions)
2024
2023
2022
$
%
Adjusted EBITDA:
Real estate sales and financing(1)
$
802 $
754 $
865 $
48
6.4
Resort operations and club management(1)
604
504
463
100
19.8
Adjustments:
Adjusted EBITDA from unconsolidated affiliates
20
14
15
6
42.9
License fee expense
(171)
(138)
(124)
(33)
23.9
General and administrative(2)
(161)
(129)
(154)
(32)
24.8
Adjusted EBITDA
1,094
1,005
1,065
89
8.9
Adjusted EBITDA attributable to noncontrolling
interest
16
—
—
16
100%
Adjusted EBITDA attributable to stockholders
$
1,078 $
1,005 $
1,065 $
73
100%
60
(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 Adjusted EBITDA increased by $48 million compared to the same period in 2023.
For the same period, Real estate sales and financing Adjusted EBITDA decreased $131 million excluding the $179 million
impact related to the Bluegreen Acquisition, primarily due to decreases in Sales, marketing, brand and other fees revenue
and overall real estate expenses partially offset by an increase in financing profit.
Refer to “—Real Estate” and “—Financing” for further discussion on the revenues and expenses of the real estate
sales and financing segment.
Resort operations and club management segment Adjusted EBITDA increased $100 million for the year ended
December 31, 2024 compared to the same period in 2023. For the same period, Resort operations and club management
segment Adjusted EBITDA increased by $20 million, excluding the $80 million impact related to the Bluegreen
Acquisition, primarily due to increases in resort management revenue and rental revenue partially offset by an increase in
rental expense.
Refer to “—Resort and Club Management” and “—Rental and Ancillary Services” for further discussion on the
revenues and expenses of the resort operations and club management segment.
Reconciliation of Non-GAAP Profit Measures to GAAP Measure
The following table reconciles net income attributable to stockholders and net income, our most comparable U.S.
GAAP financial measures, to EBITDA and the total of our real estate, financing, resort and club management, and rental
and ancillary services profit measures.
Year Ended December 31,
2024 vs 2023(1)
($ in millions)
2024
2023
2022
$
%
Net income attributable to stockholders
$
47 $
313 $
352 $
(266)
(85.0)
Net income attributable to noncontrolling interest
13
—
—
13
100%
Net income
60
313
352
(253)
(85.0)
Interest expense
329
178
142
151
84.8
Income tax expense
76
136
129
(60)
(44.1)
Depreciation and amortization
268
213
244
55
25.8
Interest expense, depreciation and amortization
included in equity in earnings from unconsolidated
affiliates
2
2
2
—
—
EBITDA
735
842
869
(107)
(12.7)
Other loss (gain), net
11
(2)
1
13
NM
Equity in earnings from unconsolidated affiliates(2)
(20)
(14)
(15)
(6)
42.9
Impairment expense
2
3
17
(1)
(33.3)
License fee expense
171
138
124
33
23.9
Acquisition and integration-related expense
237
68
67
169
NM
General and administrative
199
194
212
5
2.6
Profit
$
1,335 $
1,229 $
1,275 $
106
8.6
Real estate profit
539
575
691
(36)
(6.3)
Financing profit
276
208
164
68
32.7
Resort and club management profit
511
392
373
119
30.4
Rental and ancillary services profit
9
54
47
(45)
(83.3)
Profit
$
1,335 $
1,229 $
1,275 $
106
8.6
(1) NM - fluctuation in terms of percentage change is not meaningful.
(2) Excludes impact of interest expense, depreciation and amortization included in equity in earnings from unconsolidated affiliates of $2 million for the
years ended December 31, 2024, 2023 and 2022, respectively.
61
Reconciliation of Non-GAAP Real Estate Measures to GAAP Measures
The following table reconciles our Sales, marketing, brand and other fees revenue, our most comparable U.S.
GAAP financial measure, to Fee-for-service commissions and brand fees, and Sales and marketing expense, our most
comparable U.S. GAAP financial measure, to Sales and marketing expense, net. Fee-for-service commissions and brand
fees and Sales and marketing, net, are used in calculating our real estate profit and real estate profit margin. See “Real
Estate Sales and Financing Segment—Real Estate” below.
Year Ended December 31,
2024 vs 2023
($ in millions)
2024
2023
2022
$
%
Sales, marketing, brand and other fees
$
637 $
634 $
620 $
3
0.5
Less: Marketing revenue and other fees(1)
(309)
(241)
(208)
(68)
28.2
Fee-for-service commissions and brand fees
$
328 $
393 $
412 $
(65)
(16.5)
Sales and marketing expense
$
1,768 $
1,281 $
1,146 $
487
38.0
Less: Marketing revenue and other fees(1)
(309)
(241)
(208)
(68)
28.2
Sales and marketing expense, net
$
1,459
$
1,040
$
938 $
419
40.3
(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:
Year Ended December 31,
2024 vs 2023
($ in millions)
2024
2023
2022
$
Sales of VOIs (deferrals)
$
(158) $
(39) $
(67) $
(119)
Sales of VOIs recognitions
106
4
98
102
Net Sales of VOIs (deferrals) recognitions
(52)
(35)
31
(17)
Cost of VOI sales (deferrals)
(48)
(10)
(22)
(38)
Cost of VOI sales recognitions
30
1
33
29
Net Cost of VOI sales (deferrals) recognitions
(18)
(9)
11
(9)
Sales and marketing expense (deferrals)
(22)
(6)
(10)
(16)
Sales and marketing expense recognitions
15
1
14
14
Net Sales and marketing expense (deferrals) recognitions
(7)
(5)
4
(2)
Net construction (deferrals) recognitions
$
(27) $
(21) $
16 $
(6)
62
Real Estate
See “Reconciliation of Non-GAAP Profit Measures to GAAP Measure” above.
Year Ended December 31,
2024 vs 2023 (1)
($ in millions, except Tour flow and VPG)
2024
2023
2022
$
%
Contract sales
$
3,002 $
2,310 $
2,381 $
692
30.0
Adjustments:
Fee-for-service sales(2)
(540)
(644)
(693)
104
(16.1)
Provision for financing receivables losses
(363)
(171)
(142)
(192)
NM
Reportability and other:
Net recognition (deferral) of sales of VOIs under
construction(3)
(52)
(35)
31
(17)
48.6
Fee-for-service sale upgrades, net
—
19
18
(19)
(100.0)
Other(4)
(138)
(63)
(104)
(75)
NM
Sales of VOIs, net
$
1,909 $
1,416 $
1,491 $
493
34.8
Tour flow
835,181
608,367
517,117
226,814
VPG
$
3,572 $
3,760 $
4,432 $
(188)
(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 $692 million for the year ended December 31, 2024, compared to the same period in
2023. Excluding the impact of $727 million related to the Bluegreen Acquisition, contract sales decreased $35 million,
primarily due to decreases in both VPG and tour flow.
Year Ended December 31,
2024 vs 2023
($ in millions)
2024
2023
2022
$
%
Sales of VOIs, net
$
1,909
$
1,416
$
1,491
$
493
34.8
Fee-for-service commissions and brand fees
328
393
412
(65)
(16.5)
Sales revenue
2,237
1,809
1,903
428
23.7
Less:
Cost of VOI sales
239
194
274
45
23.2
Sales and marketing expense, net
1,459
1,040
938
419
40.3
Real Estate expense
1,698
1,234
1,212
464
37.6
Real Estate profit
$
539
$
575
$
691
$
(36)
(6.3)
Real Estate profit margin(1)
24.1 %
31.8 %
36.3 %
(1) Excluding the marketing revenue and other fees adjustment, Real estate profit margin was 21.2%, 28.0% and 32.7% for the years ended December 31,
2024, 2023 and 2022, respectively.
Real estate profit decreased by $36 million for the year ended December 31, 2024, compared to the same period in
2023. Real estate profit decreased $128 million excluding the impact of $92 million related to the Bluegreen Acquisition,
primarily due to a decrease in fee-for-service commissions and brand fees revenue and an increase in sales and marketing
expense, net, partially offset by a decrease in Cost of VOI Sales, net.
Sales revenue increased $428 million for the year ended December 31, 2024, compared to the same period in
2023. Sales revenue decreased by $116 million excluding the impact of $544 million related to the Bluegreen Acquisition,
primarily due to a decrease in Fee-for-service commissions and brand fees revenues, partially offset by an increase in Sales
of VOI, net.
Additionally, Real estate expense increased by $464 million for the year ended December 31, 2024, compared to
the same period in 2023. Real estate expense increased by $12 million excluding the impact of $452 million related to the
Bluegreen Acquisition, primarily due to increases in sales and marketing expense, net, partially offset by a decrease in Cost
of VOI Sales.
63
Financing
Year Ended December 31,
2024 vs 2023 (1)
($ in millions)
2024
2023
2022
$
%
Interest income
$
468
$
287
$
268
$
181
63.1
Other financing revenue
39
34
32
5
14.7
Premium amortization of acquired timeshare financing
receivables
(43)
(14)
(33)
(29)
NM
Financing revenue
464
307
267
157
51.1
Consumer financing interest expense
99
50
47
49
98.0
Other financing expense
82
51
56
31
60.8
Amortization of acquired non-recourse debt discounts
and premiums, net
7
(2)
—
9
NM
Financing expense
188
99
103
89
89.9
Financing profit
$
276
$
208
$
164
$
68
32.7
Financing profit margin
59.5 %
67.8 %
61.4 %
(1) NM - fluctuation in terms of percentage change is not meaningful.
Financing profit increased by $68 million for the year ended December 31, 2024, compared to the same period in
2023. Excluding the $53 million impact of the Bluegreen Acquisition, Financing Profit increased $15 million, primarily
due to higher interest income revenues partially offset by increased financing expenses.
Financing revenue increased by $157 million for the year ended December 31, 2024, compared to the same period
in 2023. For the same period, Financing revenue increased $53 million, excluding the $104 million impact related to the
Bluegreen Acquisition, primarily due to an increase in the weighted average interest rate and carrying balance of the
timeshare financing receivables portfolio.
Financing expense increased by $89 million for the year ended December 31, 2024, compared to the same period
in 2023. For the same period, Financing expense increased $38 million, excluding the $51 million impact related to the
Bluegreen Acquisition, primarily due to an increase in the balance and weighted average interest rate on our non-recourse
debt.
Resort Operations and Club Management Segment
Resort and Club Management
Year Ended December 31,
2024 vs 2023
($ in millions)
2024
2023
2022
$
%
Club management revenue
$
303
$
240
$
227
$
63
26.3
Resort management revenue
419
329
307
90
27.4
Resort and club management revenues
722
569
534
153
26.9
Club management expense
83
60
42
23
38.3
Resort management expense
128
117
119
11
9.4
Resort and club management expenses
211
177
161
34
19.2
Resort and club management profit
$
511
$
392
$
373
$
119
30.4
Resort and club management profit margin
70.8 %
68.9 %
69.9 %
Resort and club management profit increased by $119 million for the year ended December 31, 2024, compared to
the same period in 2023. Excluding the $97 million impact related to the Bluegreen Acquisition, Resort and club
management profit increased by $22 million, largely driven by higher management and license fees revenues partially
offset by resort management expense to support the higher revenues.
64
Resort and club management revenues increased $153 million for the year ended December 31, 2024, compared
to the same period in 2023. Excluding the $113 million impact related to the Bluegreen Acquisition, Resort and club
management revenues increased by $40 million, primarily due to higher management and license fees.
Resort and club management expenses increased $34 million for the year ended December 31, 2024, compared to
the same period in 2023. Excluding the $16 million impact related to the Bluegreen Acquisition, Resort and club
management expenses increased by $18 million, primarily due to personnel related costs incurred to manage the properties,
in line with the increases in revenues.
Rental and Ancillary Services
Year Ended December 31,
2024 vs 2023
($ in millions)
2024
2023
2022
$
%
Rental revenues
$
682
$
623
$
586
$
59
9.5
Ancillary services revenues
51
43
40
8
18.6
Rental and ancillary services revenues
733
666
626
67
10.1
Rental expenses
681
573
544
108
18.8
Ancillary services expense
43
39
35
4
10.3
Rental and ancillary services expenses
724
612
579
112
18.3
Rental and ancillary services profit
$
9
$
54
$
47
$
(45)
(83.3)
Rental and ancillary services profit margin
1.2 %
8.1 %
7.5 %
Rental and ancillary services profit decreased by $45 million for the year ended December 31, 2024, compared to
the same period in 2023. Rental and ancillary services profit decreased by $28 million, excluding the $17 million
unfavorable impact related to the Bluegreen Acquisition, primarily due to increases in rental expenses, partially offset by
increases in rental revenue.
Rental and ancillary services revenue increased $67 million for the year ended December 31, 2024, compared to
the same period in 2023. For the same period, Rental and ancillary services revenue increased by $23 million, excluding
the $44 million impact related to the Bluegreen Acquisition, primarily due to an increase in occupied room nights and
higher daily rates.
Rental and ancillary services expenses increased $112 million for the year ended December 31, 2024, compared to
the same period in 2023. For the same periods, Rental and ancillary services expenses increased $51 million, excluding the
$61 million impact related to the Bluegreen Acquisition, primarily due to an increase in development and maintenance
fees.
Other Operating Expenses
Year Ended December 31,
2024 vs 2023
($ in millions)
2024
2023
2022
$
%
General and administrative
$
199 $
194 $
212 $
5
2.6
Depreciation and amortization
268
213
244
55
25.8
License fee expense
171
138
124
33
23.9
Impairment expense
2
3
17
(1)
(33.3)
General and administrative expenses increased by $5 million for the year ended December 31, 2024, compared to
the same period in 2023. Excluding $37 million related to the impact of the Bluegreen Acquisition, General and
administrative expenses decreased by $32 million when comparing to the same periods in 2023, primarily due to interest
expense for a legal matter that was settled in early 2024.
Depreciation and amortization increased by $55 million for the year ended December 31, 2024, compared to the
same period in 2023. The increases were due to certain assets acquired in connection with the Bluegreen Acquisition.
License fee expense increased by $33 million for the year ended December 31, 2024, compared to the same period
in 2023. The increase was primarily due to amendments to our License Agreement as a result of the Bluegreen Acquisition.
65
Acquisition and Integration-Related Expense
Year Ended December 31,
2024 vs 2023 (1)
($ in millions)
2024
2023
2022
$
%
Acquisition and integration-related expense
$
237 $
68 $
67 $
169
NM
(1) NM - Fluctuation in terms of percentage change is not meaningful.
Acquisition and integration-related costs include direct expenses related to our recent acquisitions including
integration costs, legal and other professional fees. Integration costs include technology-related costs, fees paid to
management consultants, rebranding fees and employee-related costs such as severance and retention. For the year ended
December 31, 2024, acquisition and integration-related costs increased by $169 million compared to the same period in
2023. The increases were primarily driven by costs associated with the Bluegreen Acquisition.
Non-Operating Expenses
Year Ended December 31,
2024 vs 2023 (1)
($ in millions)
2024
2023
2022
$
%
Interest expense
$
329 $
178 $
142 $
151
84.8
Equity in earnings from unconsolidated affiliates
(18)
(12)
(13)
(6)
50.0
Other loss (gain), net
11
(2)
1
13
NM
Income tax expense
76
136
129
(60)
(44.1)
(1) NM - Fluctuation in terms of percentage change is not meaningful.
The change in non-operating expenses for the year ended December 31, 2024 compared to the same period in
2023, was primarily due to a $151 million increase in interest expense, partially offset by a $60 million decrease in income
tax expense. The increase in interest expense was primarily due to an increase in the debt balance outstanding used to fund
the Bluegreen acquisition compared to the same period in 2023. The decrease in income tax expense was primarily driven
by an overall change in earnings compared to the same period in 2023.
Net income attributable to noncontrolling interest
We include in our consolidated financial statements the results of operations and financial condition of Big Cedar,
the joint venture with Bluegreen/Big Cedar Vacations, LLC in which HGV holds 51% equity interest. Net income
attributable to noncontrolling interest is the portion of Big Cedar that is attributable to Big Cedar Vacations, LLC, which
holds the remaining 49% equity interest. Net income attributable to the noncontrolling interest in Big Cedar was $13
million for the year ended December 31, 2024.
Liquidity and Capital Resources
Overview
Our cash management objectives are to maintain the availability of liquidity, minimize operational costs, remit
debt payments and fund future acquisitions and 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, including rebranding. Our primary source of funding to satisfy these
requirements is derived from sales and financing of vacation ownership intervals, management of our resorts and Clubs,
and rentals of available inventory. See Item 1. Business for more information on our reportable segments and sources of
revenue.
We finance our short- and long-term liquidity needs primarily through cash and cash equivalents, cash generated
from our operations, draws on our revolver credit facility, our non-recourse revolving timeshare credit facility (“Timeshare
Facility”), and through periodic securitizations of our timeshare financing receivables.
66
The following highlights certain matters that impacted our liquidity for the year ended December 31, 2024:
•
As of December 31, 2024, we had total cash and cash equivalents of $328 million and restricted cash of
$438 million. Restricted cash primarily consists of escrow deposits received on VOI sales and reserves
related to non-recourse debt.
•
During the year ended December 31, 2024, we repurchased 10 million shares for $432 million under our
share repurchase programs. See Note 20: Earnings Per Share for additional information.
•
On January 10, 2024, we completed an offering for $900 million of senior secured notes due 2032
(“Senior Notes due 2032”). See Note 15: Debt and Non-Recourse Debt for additional information.
•
On January 17, 2024, we completed the acquisition of Bluegreen Vacations Holding Corporation
(“Bluegreen”) (the “Bluegreen Acquisition”) in an all-cash transaction, with total consideration of
approximately $1.6 billion. See Note 3: Acquisitions for additional information.
•
On January 17, 2024, we entered into Amendment No. 4 (the “Amendment”) to the Credit Agreement
and incurred $900 million of new term loans that will mature on January 17, 2031. See Note 15: Debt
and Non-Recourse Debt for additional information.
•
In April 2024, we completed a securitization of approximately $240 million of gross timeshare financing
receivables. The proceeds were used to pay down in part some of our existing debt and for other general
corporate purposes. See Note 15: Debt and Non-Recourse Debt for additional information.
•
In May 2024, we completed a securitization of approximately $375 million of gross timeshare financing
receivables. The proceeds were used to pay down in part some of our existing debt and for other general
corporate purposes. See Note 15: Debt and Non-Recourse Debt for additional information.
•
On October 8, 2024, we entered into a new $400 million senior secured term loan ("Term Loan A") due
January 2028. The proceeds were used to partially pre-pay the Term Loan B due 2028. See Note 15: Debt
and Non-Recourse Debt for additional information.
•
In November 2024, we completed a securitization of approximately $500 million of gross timeshare
financing receivables. The proceeds were used to pay down in part some of our existing debt and for
other general corporate purposes. See Note 15: Debt and Non-Recourse Debt for additional information.
•
On November 15, 2024, we amended our Timeshare Facility agreement which included terms to increase
the capacity to $850 million. See Note 15: Debt & Non-recourse Debt for more information.
•
As of December 31, 2024, we had fully paid down the $171 million in junior subordinated debentures
outstanding. See Note 15: Debt & Non-recourse Debt for more information.
•
As of December 31, 2024, we have $715 million remaining borrowing capacity under the revolver credit
facility.
•
As of December 31, 2024, we have an aggregate of $423 million remaining borrowing capacity under
our Timeshare Facility. As of December 31, 2024, we had $1.2 billion of notes that were current on
payments but not securitized. Of that figure, approximately $749 million could be monetized through
either warehouse borrowing or securitization while another $291 million of mortgage notes we anticipate
being eligible following certain customary milestones such as first payment, deeding and recording. The
Grand Islander and Bluegreen Timeshare Facilities were terminated in the first quarter of 2024.
We believe that these actions, together with drawing on available borrowings under our revolver and preserving
our capacity under our Timeshare Facility as described above, will provide adequate capital to meet our short- and long-
term liquidity requirements for operating expenses and other expenditures, including payroll and related benefits, legal
costs, additional costs related to complying with various regulatory requirements and to finance our long-term growth plan
and capital expenditures for the foreseeable future.
We believe that our capital allocation strategy provides adequate funding for our operations, is flexible enough to
fund our development pipeline, securitizes the optimal level of receivables, and provides the ability to be strategically
opportunistic in the marketplace. We have made commitments with developers to purchase vacation ownership units at a
future date to be marketed and sold under our Hilton Grand Vacations brand. As of December 31, 2024, our inventory-
related purchase commitments totaled $15 million over 2 years.
67
Sources and Uses of Our Cash
The following table summarizes our net cash flows and key metrics related to our liquidity:
Year Ended December 31,
2024 vs 2023
($ in millions)
2024
2023
2022
$
Net cash provided by (used in):
Operating activities
$
309 $
312 $
747 $
(3)
Investing activities
(1,571)
(158)
(97)
(1,413)
Financing activities
1,156
183
(782)
973
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 operating activities primarily include spending for the purchase and development of real estate for future
conversion to inventory and funding our working capital needs. Our cash flows from operations generally vary due to the
following factors related to the sale of our 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.
The change in net cash flows provided by operating activities for the year ended December 31, 2024, compared to
the same period in 2023 was primarily due to decreases in net income and cash used for working capital, partially offset by
increases in provision for financing receivable losses and depreciation and amortization expenses.
The following table exhibits our VOI inventory spending for the years ended December 31, 2024, 2023 and 2022.
Year Ended December 31,
($ in millions)
2024
2023
2022
VOI spending - owned properties(1)
$
318 $
243 $
161
VOI spending - fee-for-service upgrades(2)
—
16
13
Purchases and development of real estate for future conversion to
inventory
127
39
8
Total VOI inventory spending
$
445 $
298 $
182
(1) For the years ended December 31, 2024, 2023, and 2022, our VOI inventory spending on owned properties relates to properties that are classified as
Inventory on our consolidated balance sheets.
(2) Includes expense related to granting credit to customers for their existing ownership when upgrading into fee-for-service projects of $12 million and $9
million recorded in Costs of VOI sales for the years ended December 31, 2023 and 2022, respectively. There was no expense for the year ended
December 31, 2024.
Investing Activities
Investing activities include cash paid for acquisitions, capital expenditures and software capitalization costs. Our
capital expenditures include spending related to technology and buildings and leasehold improvements used to support
sales and marketing locations, resort operations and corporate activities. We believe the renovations of our existing assets
are necessary to stay competitive in the markets in which we operate.
Net cash used in investing activities was $1,571 million for the year ended December 31, 2024, compared to $158
million for the same period in 2023. The increase was primarily due to the Bluegreen Acquisition and increased software
capitalization costs.
Financing Activities
Net cash provided by financing activities for the year ended December 31, 2024 was $1,156 million, compared to
$183 million for the same period in 2023. The increase was primarily due to net proceeds from debt of $1,020 million and
net proceeds from non-recourse debt of $85 million, partially offset by increases in cash paid for share repurchases of
$64 million and debt issuance costs of $55 million.
Contractual Obligations
Our commitments primarily relate to agreements with developers to purchase or construct vacation ownership
units, operating leases and obligations associated with our debt, non-recourse debt and the related interest. As of
68
December 31, 2024, we were committed to $9,333 million in contractual obligations over 10 years, $972 million of which
will be fulfilled in 2025. This amount includes $1,824 million of interest on our debt and non-recourse debt, of which $387
million will be incurred in 2025. The ultimate amount and timing of certain commitments is subject to change pursuant to
the terms of the respective arrangements, which could also allow for cancellation in certain circumstances. See Note 15:
Debt and Non-recourse Debt, Note 17: Leases and Note 23: Commitments and Contingencies, in our consolidated financial
statements included in Item 8 of this Annual Report on Form 10-K 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 corporate credit rating. We have commitments from surety providers in the amount of $670 million
as of December 31, 2024, which primarily consist of escrow, construction and subsidy related bonds.
Subsequent Events
On January 31, 2025, we amended our Revolver Credit Facility ("Revolver") and both our Term Loan B due 2028
and Term Loan B due 2031. The terms of the Revolver were amended to reduce pricing spreads, expand covenants, reset
certain incurrence baskets and extend maturity to January 2030. The Term Loan B due 2028 was repriced to SOFR plus
2.00%, down from SOFR plus 2.50%. The Term Loan B due 2031 was repriced to SOFR plus 2.00%, down from SOFR
plus 2.25%. Additionally, the Term Loan A, due January 2028, was repriced to SOFR plus 1.65%, down from SOFR plus
1.75%.
Critical Accounting Policies and Estimates
The preparation of our consolidated financial statements in accordance with U.S. GAAP requires us to make
estimates and assumptions that affect reported amounts and related disclosures in the consolidated financial statements and
accompanying footnotes. We believe that of our significant accounting policies, which are described in Note 2: Summary of
Significant Accounting Policies in our consolidated financial statements included in Item 8 of this Annual Report on Form
10-K, the following accounting policies are critical because they involve a higher degree of judgment, and the estimates
required to be made are based on assumptions that are inherently uncertain. As a result, these accounting policies could
materially affect our financial position, results of operations and related disclosures. On an ongoing basis, we evaluate
these estimates and judgments based on historical experiences and various other factors that are believed to reflect the
current circumstances. While we believe our estimates, assumptions and judgments are reasonable, they are based on
information presently available. Actual results may differ significantly from these estimates due to changes in judgments,
assumptions and conditions as a result of unforeseen events or otherwise, which could have a material effect on our
financial position or results of operations.
Revenue Recognition
In accordance with ASC 606, revenue is recognized upon the transfer of control of promised goods or services to
customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. To
achieve the core principle of the guidance, we take the following steps: (i) identify the contract with the customer; (ii)
determine whether the promised goods or services are separate performance obligations in the contract; (iii) determine the
transaction price, including considering the constraint on variable consideration; (iv) allocate the transaction price to the
performance obligations in the contract based on the standalone selling price or estimated standalone selling price of the
good or service; and (v) recognize revenue when (or as) we satisfy each performance obligation.
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the
unit of account in ASC 606. For arrangements that contain multiple goods or services, we determine whether such goods or
services are distinct performance obligations that should be accounted for separately in the arrangement. We then recognize
the revenue allocated to each performance obligation as the related performance obligation is satisfied. See Note 2:
Summary of Significant Accounting Policies in our consolidated financial statements included in Item 8 of this Annual
Report on Form 10-K for additional information.
Inventory and Cost of Sales
We use the relative sales value method of costing our VOI sales and relieving inventory, which requires us to
make estimates subject to significant uncertainty. Significant assumptions include future VOI sales prices, timing and
volume of VOI sales, and provisions for financing receivables losses on financed sales of VOIs. Other assumptions include
sales incentives, projected future cost and volume of recoveries. We aggregate these factors to calculate total net cost of
sales of VOIs as a percentage of net sales of VOIs and apply this ratio to allocate the cost of sales to recognized sales of
VOIs. The effect of changes in these estimates over the life of a project are recognized on a retrospective basis through
corresponding adjustments to inventory and cost of sales in the period in which the estimates are revised. See Note 2:
69
Summary of Significant Accounting Policies in our consolidated financial statements included in Item 8 of this Annual
Report on Form 10-K for additional information.
Business Combinations
We account for our business combinations in accordance with the acquisition method of accounting. We allocate
the purchase price of a business acquisition to the tangible and intangible assets acquired and liabilities assumed based on
their estimated fair values at the acquisition date. For each business acquisition, we recognize goodwill as the amount in
which consideration transferred for the acquired entity exceeds the fair values of net assets. The fair value of net assets is
the fair value assigned to the assets acquired reduced by the fair value assigned to liabilities assumed and noncontrolling
interest. In determining the fair values of assets acquired and liabilities assumed and noncontrolling interest, we use various
recognized valuation methods including discounted cash flow models, and the income, cost and market approaches. We
utilize independent valuation specialists under our supervision for certain of our assignments of fair value. We record the
net assets and results of operations of an acquired entity in our consolidated financial statements from the acquisition date
through period-end. We expense acquisition-related expenses as incurred and include such expenses within Acquisition and
integration-related expense on our consolidated statements of income. See Note 2: Summary of Significant Accounting
Policies and Note 3: Acquisitions in our consolidated financial statements included in Item 8 of this Annual Report on
Form 10-K for additional information.
Allowance for Financing Receivables Losses
The allowance for financing receivables losses is related to the receivables generated by our financing of VOI
sales, which are secured by the underlying timeshare properties. We determine our financing receivables to be past due
based on the contractual terms of the individual mortgage loans. We use a technique referred to as static pool analysis as
the basis for determining our general reserve requirements on our financing receivables. The adequacy of the related
allowance is determined by management through analysis of several factors requiring judgment, such as current economic
conditions and industry trends, as well as the specific risk characteristics of the portfolio, including historic and assumed
default rates. Although the allowance includes several factors requiring judgment, the static pool model is not highly
uncertain as it relies upon historical metrics. Specifically, as it relates to the acquired Legacy-Bluegreen portfolio, we
estimated default rates with adjustments to historical data to capture our estimates of where historical data may not be
representative of future estimated defaults.
Changes in the estimates used in developing our default rates could result in a material change to our allowance. A
0.5% increase to our projected default rates used in the allowance calculation would increase our allowance for financing
receivables losses by approximately $24 million. See Note 2: Summary of Significant Accounting Policies in our
consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for additional information.
70
ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk
We are exposed to market risk from changes in interest rates and currency exchange 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. We do not foresee any significant changes in either our exposure to fluctuations in
interest rates or how we manage interest rates or currency rates or how we manage such exposure in the future.
Interest Rate Risk
We are exposed to interest rate risk on our variable-rate debt, comprised of the term loans, Revolver and our
Timeshare Facility, of which the Timeshare Facility is without recourse to us. The interest rates are based on one-month
Secured Overnight Financing Rate (“SOFR”), and we are most vulnerable to changes in these rates. We primarily use
interest rate swaps as part of our interest rate risk management strategy for our variable-rate debt.
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 variable-
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 continue to have variable-rate borrowings and continue to 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. While we have
entered into certain hedging transactions to address such potential risk, such transactions and any future hedging
transactions we may 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 December 31, 2024, for our financial instruments that are materially affected by interest rate risk:
Maturities by Period
($ in millions)
Weighted
Average
Interest
Rate(1)
2025
2026
2027
2028
2029
There-
after
Total(2)
Fair
Value
Assets:
Fixed-rate securitized timeshare
financing receivables
14.716 % $ 196 $ 208 $ 218 $ 220 $ 215 $ 752 $ 1,809 $ 1,646
Fixed-rate unsecuritized timeshare
financing receivables
15.118 % 166 175 189 206 223 1,248 2,207 1,557
Liabilities:(3)
Fixed-rate debt
5.386 % 467 386 300 239 1,035 1,744 4,171 4,070
Variable-rate debt
6.498 %
22 261 459 1,239
16 854 2,851 2,841
(1) Weighted-average interest rate as of December 31, 2024.
(2) Amount excludes unamortized deferred financing costs.
(3) Includes debt and non-recourse debt.
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 and Canadian dollars, the value of which
could change materially in reference to our reporting currency, the U.S. dollar. For the purpose of analyzing foreign
currency exchange risk, we considered the historical trends in foreign currency exchange rates and determined that an
adverse change in exchange rates of 10% would be considered immaterial as of December 31, 2024.
71
ITEM 8.
Financial Statements and Supplementary Data
HILTON GRAND VACATIONS INC.
INDEX TO FINANCIAL STATEMENTS
Audited Consolidated Financial Statements of Hilton Grand Vacations Inc.
Management’s Report on Internal Control Over Financial Reporting
72
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)
73
Financial Statements
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)
77
Internal Control Over Financial Reporting
Consolidated Balance Sheets as of December 31, 2024 and 2023
78
Consolidated Statements of Income for the years ended December 31, 2024, 2023 and 2022
79
Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023 and 2022
80
Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022
81
Consolidated Statements of Equity for the years ended December 31, 2024, 2023 and 2022
83
Notes to Consolidated Financial Statements
84
72
Management's Report on Internal Control Over Financial Reporting
Management of Hilton Grand Vacations Inc. (the "Company") is responsible for establishing and maintaining
adequate internal control over financial reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company’s internal control over financial
reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with U.S. generally accepted accounting principles. The
Company's internal control over financial reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets
of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the
Company are being made only in accordance with authorizations of the Company’s management and directors; and (3)
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of
assets of the Company that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls
may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures
may deteriorate.
Management has assessed the effectiveness of the Company’s internal control over financial reporting as of
December 31, 2024. In making this assessment, management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013). The scope of our
efforts to comply with Section 404 of the Sarbanes-Oxley Act with respect to 2024 included all of our operations other than
those of Bluegreen Vacations Holding Corporation ("Bluegreen") which we acquired in 2024 as described in Note 3 to the
consolidated financial statements. In accordance with the SEC’s published guidance, because we acquired these operations
during the year, we excluded these operations from our efforts to comply with Section 404 with respect to 2024. The
acquired operations of Bluegreen constituted approximately 26.0% of total assets as of December 31, 2024 and 19.8% and
15.4% of revenues and income before income taxes, respectively, for the year then ended. The SEC’s published guidance
specifies that the period in which management may omit an assessment of an acquired business’s internal control over
financial reporting from its assessment of the Company’s internal control may not extend beyond one year from the date of
acquisition. Based on our assessment, which as discussed herein excluded the operations of Bluegreen, management
determined that the Company maintained effective internal control over financial reporting as of December 31, 2024.
Ernst & Young LLP, the independent registered public accounting firm that has audited the consolidated financial
statements included in this Annual Report on Form 10-K, has issued an attestation report on the Company’s internal control
over financial reporting as of December 31, 2024. The report is included herein.
73
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Hilton Grand Vacations Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Hilton Grand Vacations Inc. (the Company) as of
December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, equity and cash flows
for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the
“consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material
respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S. generally accepted
accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria
established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (2013 framework) and our report dated March 3, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion
on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement,
whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the
financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits
also included evaluating the accounting principles used and significant estimates made by management, as well as
evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our
opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements
that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or
disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex
judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial
statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate
opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Cost of VOI Sales
Description of the
Matter
For the year ended December 31, 2024, the Company’s cost of vacation ownership intervals and
interests (“VOI”) sales was $239 million, which includes amounts recognized by the Legacy-HGV,
Legacy-Diamond and Legacy-Bluegreen operations. As discussed in Note 2 to the consolidated
financial statements, the Company accounts for cost of VOI sales using the relative sales value
method. Changes in estimates within the relative sales value calculations are recognized on a
retrospective basis through corresponding adjustments to inventory and cost of sales in the period
in which the estimates are revised.
Auditing management’s application of the relative sales value method was complex and highly
judgmental due to the estimation uncertainty in determining the significant assumptions required to
apply the method, including future VOI sales prices, timing and volume of VOI sales, and
provisions for financing receivables losses on financed sales of VOIs.
74
Cost of VOI Sales (Continued)
How We Addressed
the Matter in Our
Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of
controls over the Legacy-Diamond cost of VOI sales process. For example, we tested controls over
management’s review of the Legacy-Diamond cost of VOI sales calculations used as part of the
relative sales value method, including the significant assumptions described above.
To test cost of VOI sales for Legacy-HGV, Legacy-Diamond and Legacy-Bluegreen, we performed
audit procedures that included, among others, assessing the methodologies used by management,
evaluating the significant assumptions discussed above and testing the underlying data used by the
Company within its analyses. We performed analytical procedures to evaluate whether individual
timeshare project or individual collection cost of VOI sales rates are consistent with expectations.
We also compared the significant assumptions used by management to historical trends to
determine whether the projections of future VOI sales prices and the timing and volume of VOI
sales are appropriate. Furthermore, we compared the estimated provisions for financing receivables
to projections separately audited for the allowance for financing receivables
Allowance for Financing Receivables Losses
Description of the
Matter
At December 31, 2024, the Company’s allowance for financing receivables losses was $1.1 billion,
which includes amounts recognized by the Legacy-HGV, Legacy-Diamond and Legacy-Bluegreen
operations, inclusive of acquired portfolios for Legacy-Diamond and Legacy-Bluegreen. As
discussed in Note 2 to the consolidated financial statements, for the originated portfolio, the
Company records an estimate of variable consideration as a reduction of revenue from financed
VOI sales at the time revenue is recognized. Variable consideration, which has not been included
within the transaction price, is presented as a reserve on the financing receivable. For the acquired
portfolio, an allowance is established on the acquisition date, and any changes to the estimates of
the allowance are recorded within Financing expense on the consolidated statements of income in
the period in which the change occurs. The Company uses a technique referred to as the static pool
analysis as the basis for determining the default rates and the allowance for financing receivables
losses. The static pool analysis uses default rate information accumulated from several years of
historical loan data to estimate future expected defaults on the outstanding financing receivables.
The adequacy of the related allowance is determined by management through analysis of several
factors, such as current and forward-looking economic conditions and industry trends, as well as
the specific risk characteristics of the portfolio including assumed default rates, aging and
historical write-offs of these receivables. Specifically, as it relates to the acquired Legacy-
Bluegreen portfolio, the Company estimated default rates with adjustments to historical data to
capture management’s estimates of where historical data may not be representative of future
estimated defaults.
Auditing the allowance for financing receivables losses was challenging and required additional
audit effort due to the high volume of data that is utilized in applying the static pool analysis.
Additionally, the allowance for financing receivables losses is sensitive to changes in the estimated
default rates given the size of the outstanding timeshare financing receivable balance as of year-
end.
75
How We Addressed
the Matter in Our
Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of
controls over the Legacy-Diamond allowance for the financing receivables losses process. For
example, we tested controls over management’s review of the Legacy-Diamond allowance for
financing receivables losses calculations, including the completeness and accuracy of the
underlying data in the static pool model, and management’s review that the historical data is
representative of current and forward-looking economic conditions and industry trends, as well as
the specific risk characteristics of the portfolio.
To test the allowance for financing receivables, we performed audit procedures that included,
among others, assessing the methodology discussed above, and testing the completeness and
accuracy of the underlying data used by the Company in its analyses. We evaluated management’s
assessment of whether historical data reflects current and forward-looking economic conditions in
estimating the allowance. We also compared data used in the static pool analyses to historical data
from prior periods. We analytically compared current year default rates to prior year default rates.
In addition, we recalculated the allowance for financing receivables for certain pools of loans. For
the acquired portfolio of Legacy – Bluegreen, we involved our valuation specialists to assist with
our evaluation of the allowance for financing receivable losses.
Accounting for the Acquisition of Bluegreen Vacations Holding Corporation
Description of the
Matter
As described in Note 3 to the consolidated financial statements, the Company acquired Bluegreen
Vacations Holding Corporation (“Bluegreen”), on January 17, 2024, in an all-cash transaction, with
total consideration of approximately $1.6 billion. The acquisition was accounted for as a business
combination and, as such, the Company was required to record the assets acquired, liabilities
assumed and noncontrolling interest at their acquisition-date fair values, which included $871
million of timeshare financing receivables, net, $479 million of management contracts intangible
asset and $363 million of inventory.
Auditing management’s acquisition of Bluegreen involved especially subjective judgments and
complex analysis relating to the fair value estimates of timeshare financing receivables, net,
management contracts intangible asset and inventory. The estimates of fair value of timeshare
financing receivables, net, management contracts intangible asset and inventory are sensitive to
changes in significant assumptions. The significant assumption used by management in
determining the fair value of timeshare financing receivables, net was the default rate. The
significant assumptions used by management in determining the fair value of the management
contracts intangible asset included anticipated revenue growth rates and the discount rate. The
significant assumption used by management in determining the fair value of inventory was
projected revenues to be derived from such inventory. The aforementioned significant assumptions
are affected by expectations about future market and economic conditions.
How We Addressed
the Matter in Our
Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of
controls over the Bluegreen business combination accounting process. We tested controls over the
valuation of the timeshare financing receivables, net, management contracts intangible asset and
inventory, including the Company’s controls over its determination of valuation approaches and
methods selected, as well as evaluation of the significant assumptions used in the fair value
measurements as described above.
To test the fair values of timeshare financing receivables, net, the management contracts intangible
asset and inventory, our audit procedures, among others, included evaluating the Company's
valuation methods and significant assumptions used and testing the completeness and accuracy of
the underlying data supporting the significant assumptions and estimates. We compared the
significant assumptions used by management to current and future economic trends, where
applicable, the historical results of the acquired business, and other relevant factors, including
industry publications. Where applicable, we compared actual results to the forecasted assumptions.
We involved our valuation specialists to assist with our evaluation of the valuation methods and the
significant assumptions noted above, including the default rate for timeshare financing receivables,
net, the anticipated revenue growth rates and the discount rate for the management contracts
intangible asset and projected revenues for inventory.
/s/ Ernst & Young LLP
76
We have served as the Company's auditor since 2016.
Orlando, Florida
March 3, 2025
77
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Hilton Grand Vacations Inc.
Opinion on Internal Control Over Financial Reporting
We have audited Hilton Grand Vacation Inc.’s internal control over financial reporting as of December 31, 2024, based on
criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Hilton Grand Vacations Inc. (the
Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024,
based on the COSO criteria.
As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s
assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal
controls of Bluegreen Vacations Holding Corporation, which is included in the 2024 consolidated financial statements of
the Company and constituted approximately 26.0% of total assets as of December 31, 2024 and 19.8% and 15.4% of
revenues and income before taxes, respectively, for the year then ended. Our audit of internal control over financial
reporting of the Company also did not include an evaluation of the internal control over financial reporting of Bluegreen
Vacations Holding Corporation.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related
consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period
ended December 31, 2024, and the related notes and our report dated March 3, 2025 expressed an unqualified opinion
thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s
Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal
control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in
all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk,
and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides
a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded
as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and
that receipts and expenditures of the company are being made only in accordance with authorizations of management and
directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Orlando, Florida
March 3, 2025
78
HILTON GRAND VACATIONS INC.
CONSOLIDATED BALANCE SHEETS
(in millions, except share and per share data)
December 31,
2024
2023
ASSETS
Cash and cash equivalents
$
328 $
589
Restricted cash
438
296
Accounts receivable, net
315
507
Timeshare financing receivables, net
3,006
2,113
Inventory
2,244
1,400
Property and equipment, net
792
758
Operating lease right-of-use assets, net
84
61
Investments in unconsolidated affiliates
73
71
Goodwill
1,985
1,418
Intangible assets, net
1,787
1,158
Other assets
390
314
TOTAL ASSETS (variable interest entities - $2,192 in 2024 and $1,459 in 2023)
$
11,442 $
8,685
LIABILITIES AND EQUITY
Accounts payable, accrued expenses and other
$
1,125 $
952
Advanced deposits
226
179
Debt, net
4,601
3,049
Non-recourse debt, net
2,318
1,466
Operating lease liabilities
100
78
Deferred revenues
252
215
Deferred income tax liabilities
925
631
Total liabilities (variable interest entities - $2,318 in 2024 and $1,472 in 2023)
9,547
6,570
Commitments and contingencies - see Note 23
Equity:
Preferred stock, $0.01 par value; 300,000,000 authorized shares, none
issued or outstanding as of December 31, 2024 and 2023
—
—
Common stock, $0.01 par value; 3,000,000,000 authorized shares,
96,720,179 shares issued and outstanding as of December 31, 2024, and
105,961,160 shares issued and outstanding as of December 31, 2023
1
1
Additional paid-in capital
1,399
1,504
Accumulated retained earnings
352
593
Accumulated other comprehensive income
—
17
Total stockholders' equity
1,752
2,115
Noncontrolling interest
143
—
Total equity
1,895
2,115
TOTAL LIABILITIES AND EQUITY
$
11,442 $
8,685
See notes to consolidated financial statements.
79
HILTON GRAND VACATIONS INC.
CONSOLIDATED STATEMENTS OF INCOME
(in millions, except per share amounts)
Year Ended December 31,
2024
2023
2022
Revenues
Sales of VOIs, net
$
1,909 $
1,416 $
1,491
Sales, marketing, brand and other fees
637
634
620
Financing
464
307
267
Resort and club management
722
569
534
Rental and ancillary services
733
666
626
Cost reimbursements
516
386
297
Total revenues
4,981
3,978
3,835
Expenses
Cost of VOI sales
239
194
274
Sales and marketing
1,768
1,281
1,146
Financing
188
99
103
Resort and club management
211
177
161
Rental and ancillary services
724
612
579
General and administrative
199
194
212
Acquisition and integration-related expense
237
68
67
Depreciation and amortization
268
213
244
License fee expense
171
138
124
Impairment expense
2
3
17
Cost reimbursements
516
386
297
Total operating expenses
4,523
3,365
3,224
Interest expense
(329)
(178)
(142)
Equity in earnings from unconsolidated affiliates
18
12
13
Other (loss) gain, net
(11)
2
(1)
Income before income taxes
136
449
481
Income tax expense
(76)
(136)
(129)
Net income
60
313
352
Net income attributable to noncontrolling interest
13
—
—
Net income attributable to stockholders
$
47 $
313 $
352
Earnings per share attributable to stockholders:
Basic
$
0.46 $
2.84 $
2.98
Diluted
$
0.45 $
2.80 $
2.93
See notes to consolidated financial statements.
80
HILTON GRAND VACATIONS INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)
Year Ended December 31,
2024
2023
2022
Net income
$
60 $
313 $
352
Derivative instrument adjustments, net of tax
(4)
(16)
46
Foreign currency translation adjustments, net of tax
(13)
(6)
(7)
Other comprehensive (loss) income, net of tax
(17)
(22)
39
Comprehensive income attributable to noncontrolling interest
13
—
—
Comprehensive income attributable to stockholders
$
30 $
291 $
391
See notes to consolidated financial statements.
81
HILTON GRAND VACATIONS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
Year Ended December 31,
2024
2023
2022
Operating Activities
Net income
$
60 $
313 $
352
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
268
213
244
Amortization of deferred financing costs, acquisition premiums and other
83
33
52
Provision for financing receivables losses
377
171
142
Impairment expense
2
3
17
Other loss (gain), net
11
(2)
3
Share-based compensation
47
40
46
Deferred income tax benefit
(29)
(23)
(38)
Equity in earnings from unconsolidated affiliates
(18)
(12)
(13)
Return on investment in unconsolidated affiliates
16
16
—
Net changes in assets and liabilities, net of effects of acquisitions:
Accounts receivable, net
224
10
(177)
Timeshare financing receivables, net
(563)
(315)
(224)
Inventory
(78)
(64)
100
Purchases and development of real estate for future conversion to inventory
(127)
(39)
(8)
Other assets
(8)
(8)
(34)
Accounts payable, accrued expenses and other
21
(86)
294
Advanced deposits
6
29
37
Deferred revenues
17
33
(46)
Net cash provided by operating activities
309
312
747
Investing Activities
Acquisitions, net of cash, cash equivalents and restricted cash acquired
(1,444)
(74)
—
Capital expenditures for property and equipment (excluding inventory)
(42)
(31)
(58)
Software capitalization costs
(84)
(44)
(39)
Other
(1)
(9)
—
Net cash used in investing activities
(1,571)
(158)
(97)
Financing Activities
Proceeds from debt
2,758
758
40
Proceeds from non-recourse debt
1,849
868
769
Repayment of debt
(1,353)
(373)
(313)
Repayment of non-recourse debt
(1,590)
(694)
(990)
Payment of debt issuance costs
(62)
(7)
(13)
Repurchase and retirement of common stock
(432)
(368)
(272)
Payment of withholding taxes on vesting of restricted stock units
(21)
(14)
(8)
Proceeds from employee stock plan purchases
12
8
5
Proceeds from stock option exercises
7
9
2
Distributions to noncontrolling interest holder
(10)
—
—
Other
(2)
(4)
(2)
Net cash provided by (used in) financing activities
1,156
183
(782)
Effect of changes in exchange rates on cash, cash equivalents and restricted
cash
(13)
(7)
(8)
Net (decrease) increase in cash, cash equivalents and restricted cash
(119)
330
(140)
Cash, cash equivalents and restricted cash, beginning of period
885
555
695
Cash, cash equivalents and restricted cash, end of period
766
885
555
82
Less: Restricted cash
438
296
332
Cash and cash equivalents
$
328 $
589 $
223
See notes to consolidated financial statements.
83
HILTON GRAND VACATIONS INC.
CONSOLIDATED STATEMENTS OF EQUITY
(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, 2021
120 $
1 $
1,630 $
357 $
— $
— $
1,988
Net income
—
—
—
352
—
—
352
Activity related to share-based compensation
—
—
40
—
—
—
40
Employee stock plan issuance
—
—
4
—
—
—
4
Foreign currency translation adjustments, net of tax
—
—
—
—
(7)
—
(7)
Derivative instrument adjustments, net of tax
—
—
—
—
46
—
46
Repurchase and retirement of common stock
(7)
—
(92)
(180)
—
—
(272)
Balance as of December 31, 2022
113 $
1 $
1,582 $
529 $
39 $
— $
2,151
Net income
—
—
—
313
—
—
313
Activity related to share-based compensation
1
—
35
—
—
—
35
Employee stock plan issuance
—
—
8
—
—
—
8
Foreign currency translation adjustments, net of tax
—
—
—
—
(6)
—
(6)
Derivative instrument adjustments, net of tax
—
—
—
—
(16)
—
(16)
Repurchase and retirement of common stock
(8)
—
(121)
(249)
—
—
(370)
Balance as of December 31, 2023
106 $
1 $
1,504 $
593 $
17 $
— $
2,115
Net income
—
—
—
47
—
13
60
Acquisition of noncontrolling interest
—
—
—
—
—
140
140
Distributions to noncontrolling interest holder
—
—
—
—
—
(10)
(10)
Activity related to share-based compensation
1
—
32
—
—
—
32
Employee stock plan issuance
—
—
12
—
—
—
12
Foreign currency translation adjustments, net of tax
—
—
—
—
(13)
—
(13)
Derivative instrument adjustments, net of tax
—
—
—
—
(4)
—
(4)
Repurchase and retirement of common stock
(10)
—
(149)
(288)
—
—
(437)
Balance as of December 31, 2024
97 $
1 $
1,399 $
352 $
— $
143 $
1,895
See notes to consolidated financial statements.
84
.HILTON GRAND VACATIONS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: ORGANIZATION AND BASIS OF PRESENTATION
Our Business
We are a global timeshare company engaged in developing, marketing, selling, managing and operating timeshare
resorts, timeshare plans and ancillary reservation services, primarily under the Hilton Grand Vacations brands. Our
operations primarily consist of selling vacation ownership intervals and vacation ownership interests (collectively, “VOIs”
or “VOI”) for us and third parties; financing and servicing loans provided to consumers for their timeshare purchases;
operating resorts and timeshare plans; and managing our clubs and exchange programs.
As of December 31, 2024, we had over 200 properties located in the United States (“U.S.”), Europe, Canada, the
Caribbean, Mexico, and Asia. A significant number of our properties and VOIs are concentrated in Florida, Europe,
Hawaii, South Carolina, California, Arizona, Virginia, and Nevada.
Bluegreen Acquisition
On January 17, 2024 (“Bluegreen Acquisition Date”), we completed the acquisition of Bluegreen Vacations
Holding Corporation (“Bluegreen”) (the “Bluegreen Acquisition”) in an all-cash transaction, for total consideration of
approximately $1.6 billion, inclusive of net debt assumed. The Bluegreen Acquisition is expected to broaden HGV’s
offerings, customer reach and sales locations, creating a premier vacation ownership and experiences company. This
Annual Report on Form 10-K includes Bluegreen’s results of operations beginning on January 17, 2024. See Note 3:
Acquisitions for additional information.
Basis of Presentation
The consolidated financial statements presented herein include all of our assets, liabilities, revenues, expenses and
cash flows as well as all entities in which we have a controlling financial interest. The determination of a controlling
financial interest is based upon the terms of the governing agreements of the respective entities, including the evaluation of
rights held by other interests. 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 Bluegreen/Big Cedar Vacations
LLC, a joint venture in which HGV is deemed to hold a controlling financial interest based on its 51% equity interest (“Big
Cedar”), its active role as the day-to-day manager of its activities, and majority voting control of its management
committee. HGV acquired its equity interest in Big Cedar as part of the Bluegreen Acquisition. All material intercompany
transactions and balances have been eliminated in consolidation. Our accompanying consolidated financial statements
reflect all adjustments, including normal recurring items, considered necessary for a fair presentation.
The 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”).
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.
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Revenue Recognition
We account for revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606. Revenue is
recognized upon the transfer of control of promised goods or services to customers in an amount that reflects the
consideration we expect to receive in exchange for those products or services. To achieve the core principle of the
guidance, we take the following steps: (i) identify the contract with the customer; (ii) determine whether the promised
goods or services are separate performance obligations in the contract; (iii) determine the transaction price, including
considering the constraint on variable consideration; (iv) allocate the transaction price to the performance obligations in the
contract based on the standalone selling price or estimated standalone selling price of the good or service; and (v)
recognize revenue when (or as) we satisfy each performance obligation.
85
Contracts with Multiple Performance Obligations
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the
unit of account in ASC 606. For arrangements that contain multiple goods or services, we determine whether such goods or
services are distinct performance obligations that should be accounted for separately in the arrangement, and allocate the
transaction price based on the relative standalone sales price of the performance obligations. We then recognize the revenue
allocated to each performance obligation as the related performance obligation is satisfied as discussed below.
•
Sales of VOIs, net — Customers who purchase our vacation ownership products, whether paid in cash or
financed, enter into multiple contracts, which we combine and account for as a single contract. Revenue
from VOI sales is recognized at the point in time when control of the VOI is transferred to the customer
which is when the customer has executed a binding sales contract, collectability is reasonably assured,
the purchaser’s period to cancel for a refund has expired and the customer has the right to use the VOI.
Revenue from sales of VOIs under construction is deferred until the point in time when construction
activities are deemed to be completed, occupancy of the development is permissible, and the above
criteria has been met. For financed sales, we estimate the variable consideration to be received under
such contracts and recognize revenue net of amounts deemed uncollectible, as the VOI is returned to
inventory upon customer default. The variable consideration is estimated based on the expected value
method, which is based on historical default rates, to the extent that it is probable that a significant
reversal is not expected to occur. Variable consideration which has not been included within the
transaction price is presented as a reserve on the financing receivable. See Note 7: Timeshare Financing
Receivables for additional information regarding our estimate of variable consideration.
Vacation ownership product sales include revenue from the sale of VOIs, which in the case of the trust
products, are represented by an annual or biennial allotment of points that can be utilized for vacations at
resorts in our network for varying lengths of stay. Typical contracts include the sale of VOIs, certain sales
incentives primarily in the form of additional points for use over a specified period of time (“Bonus
Points”), and generally membership of HGV Max, Hilton Grand Vacations Club, Hilton Club, Diamond
clubs or Bluegreen Vacation Club (collectively the “Clubs”), each of which represent a separate and
distinct performance obligation for which consideration is allocated based on the estimated stand-alone
selling price of the sales incentives and membership dues. We recognize revenue related to our VOIs
when control of the points passes to the customer, which generally occurs after the expiration of the
applicable statutory rescission period and after collectability is reasonably assured and the customer has
the right to use the VOI.
Bonus Points are valid for a specified period of time (generally for a period between 18 and 30 months)
and may be used for stays at properties within our resort network, or converted to use for hotel
reservations within Hilton’s system and VOI interval exchanges with other third-party vacation
ownership exchanges. At the time of the VOI sale, we estimate the fair value of sales incentives to be
redeemed, including an adjustment for estimated breakage, to determine the standalone selling price of
these incentives. We defer a portion of the total transaction price for the combined VOI contract as a
liability for the incentives and recognize the corresponding revenue at the point in time when the
customer receives the benefits of the incentives, which is upon the customer’s redemption of the Bonus
Points. At that time, we also determine whether we are principal or agent for the redeemed good or
service and recognize revenue on a gross or net basis accordingly.
•
Sales, marketing, brand and other fees — We enter into contracts with third-party developers to sell VOIs
on their behalf through fee-for-service agreements for which we earn sales commissions and other fees.
These commissions are variable as they are based on the sales and marketing results, which are subject to
the constraint on variable consideration and resolved on a monthly basis over the contract term. We
estimate such commissions to the extent that it is probable that a significant reversal of such revenue will
not occur and recognize the commissions as the developer receives and consumes the benefits of the
services. Any changes in these estimates would affect revenue and earnings in the period such variances
are realized.
Additionally, we enter into contracts to sell prepaid vacation packages. Our obligation in such contracts is
satisfied when customers stay at our properties; therefore, we recognize revenue inclusive of an estimate
for expected breakage for these packages when they are redeemed.
•
Resort and club management — As part of our VOI sales, a majority of our customers enter into a Club
arrangement which allows the member to exchange points for a number of vacation options. We manage
the Clubs, receiving annual dues, transaction fees from member exchanges, and, when applicable,
86
activation fees. The member's first year of annual dues and, when applicable, the activation fee, are
payable at the time of the VOI sale.
The Club activation fee relates to a one-time fee paid by the customer at the time a customer joins one of
our Clubs. Since our customers are granted the opportunity to renew their membership on an annual basis
for no additional activation fee, we defer and amortize the activation fee on a straight-line basis using a
seven-year average club membership.
Annual dues for membership renewals are billed each year, and we recognize revenue from these annual
dues over the period services are rendered. A member may elect to enter into an optional exchange
transaction at which point the member pays their required transaction fee. This option does not represent
a material right as the transactions are priced at their standalone selling price. Revenue related to the
transaction is recognized when the services are rendered.
As part of our resort operations, we contract with Homeowner’s Associations (“HOAs”) to provide day-
to-day-management services, including housekeeping services, operation of a reservation system,
maintenance, and certain accounting and administrative services. We receive compensation for such
management services, which is generally based on a percentage of costs to operate the resorts, on a
monthly basis. These fees represent a form of variable consideration and are recognized over time as the
HOAs receive and consume the benefits of the management services. Management fees earned related to
the portion of unsold VOIs at each resort which we own are recognized on a net basis given we retain
these VOIs in our inventory.
•
Rental and ancillary services — Our rental and ancillary services consist primarily of rental revenues on
unoccupied vacation ownership units and inventory made available due to ownership exchanges through
our club program and ancillary revenues. Rental revenue is recognized when occupancy has occurred.
Advance deposits on the rental unit and the corresponding revenue are deferred and recognized upon the
customer’s vacation stay. Ancillary revenues consist of food and beverage, retail, spa offerings and other
items. We recognize ancillary revenue when goods have been provided and/or services have been
rendered.
We account for rental operations of unsold VOIs, including accommodations provided through the use of
our vacation sampler programs, as incidental operations. In all periods presented, incremental carrying
costs exceeded incremental revenues, and all revenues and expenses are recognized in the period earned
or incurred.
•
Cost reimbursements — As part of our management agreements with HOAs and fee-for-service
developers, we receive cost reimbursements for performing the day-to-day management services,
including direct and indirect costs that HOAs and developers reimburse to us. These costs primarily
consist of insurance, payroll and payroll related costs for management of the HOAs and other services we
provide where we are the employer and provide insurance. Cost reimbursements are based upon actual
expenses with no added margin, and are billed to the HOA on a monthly basis. We recognize cost
reimbursements when we incur the related reimbursable costs as the HOA receives and consumes the
benefits of the management services.
We capitalize all incremental costs incurred to obtain a contract when such costs would not have been incurred if
the contract had not been obtained. We elect to expense costs incurred to obtain a contract when the deferral period would
be one year or less. These contract costs are recognized at the point in time that the revenue related to the incentive is
recognized. Commissions for VOI sales for resorts under construction are expensed when the associated VOI revenue is
recognized which is upon completion of the resort. These commissions are classified as Sales and marketing expense in our
consolidated statements of income.
As of December 31, 2024 and 2023, the ending asset balances for costs to obtain a contract were $19 million and
$11 million, respectively, relating to deferred commission costs for certain vacation package sales and VOI sales of resorts
under construction. For the year ended December 31, 2024, we recognized $11 million of expense related to costs deferred
as of December 31, 2023. For the year ended December 31, 2023, we recognized $7 million of expense related to costs
deferred as of December 31, 2022. For the year ended December 31, 2022, we recognized $9 million of expense related to
costs deferred as of December 31, 2021.
Other than the United States, there were no countries that individually represented more than 10% of total
revenues for the years ended December 31, 2024, 2023 and 2022.
87
For the years ended December 31, 2024, 2023 and 2022, we did not earn more than 10% of our total revenue from
one customer.
We are required to collect certain taxes and fees from customers on behalf of government agencies and remit these
back to the applicable governmental agencies on a periodic basis. We have a legal obligation to act as a collection agent
with respect to these taxes and fees. We do not retain these taxes and fees and, therefore, they are not included in revenues.
We record a liability when the amounts are collected and relieve the liability when payments are made to the applicable
taxing authority or other appropriate governmental agency.
See Note 4: Revenue from Contracts with Customers for additional information.
Business Combinations
We account for our business combinations in accordance with the acquisition method of accounting. We allocate
the purchase price of an acquisition to the tangible and intangible assets acquired, liabilities assumed and noncontrolling
interest based on their estimated fair values at the acquisition date. For each acquisition, we recognize goodwill as the
amount in which consideration transferred for the acquired entity exceeds the fair values of net assets plus noncontrolling
interest. The fair value of net assets is the fair value assigned to the assets acquired reduced by the fair value assigned to
liabilities assumed. In determining the fair values of assets acquired, liabilities assumed and noncontrolling interest, we use
various recognized valuation methods including discounted cash flow models, and the income, cost and market approaches.
We utilize independent valuation specialists under our supervision for certain of our assignments of fair value. We record
the net assets, noncontrolling interest and results of operations of an acquired entity in our consolidated financial
statements from the acquisition date through period-end. We expense acquisition-related expenses as incurred and include
such expenses within Acquisition and integration-related expense on our consolidated statements of income. See Note 3:
Acquisitions for additional information.
Acquired Financial Assets with Credit Deterioration
When financial assets are acquired, whether in connection with a business combination or an asset acquisition, we
evaluate whether those acquired financial assets have experienced a more-than-insignificant deterioration in credit quality
since origination. Financial assets that were acquired with evidence of such credit deterioration are referred to as purchased
credit deteriorated (“PCD”) assets and reflect the acquirer’s assessment at the acquisition date. The evaluation of PCD
assets is a qualitative assessment requiring management judgment. We consider indicators such as delinquency, FICO score
deterioration, purchased credit impaired status from prior acquisition, certain account status codes which we believe are
indicative of credit deterioration, foreign currency exchange risks, as well as certain loan activity such as modifications and
downgrades. In addition, we consider the impact of current and forward-looking economic conditions relative to the
conditions which would have existed at origination.
Acquired PCD assets are recorded at the purchase price, represented by the acquisition date fair value, and
subsequently “grossed-up” by the acquirer’s acquisition date assessment of the allowance for credit losses. The purchase
price and the initial allowance for credit losses collectively represent the PCD asset’s initial amortized cost basis. While the
initial allowance for credit losses of PCD assets does not impact period earnings, the Company remeasures the allowance
for credit losses for PCD assets during each subsequent reporting period; changes in the allowance are recognized as
provision expense within period earnings. The difference over which par value of the acquired PCD assets exceeds the
purchase price plus the initial allowance for credit losses is reflected as a non-credit discount (or premium) and is accreted
into interest income (or as a reduction to interest income) under the effective interest method.
Acquired financial assets which are not PCD assets are also recorded at the purchase price but are not similarly
“grossed-up”. The acquirer recognizes an allowance for credit losses as of the acquisition date, which is recognized with a
corresponding provision expense impact within earnings. The allowance is remeasured within each subsequent reporting
period in the same manner as for PCD assets, with any change in the allowance recognized as provision expense in period
earnings.
We acquired PCD assets as part of the Diamond Acquisition, the Grand Islander Acquisition and the Bluegreen
Acquisition which are referred to as “Legacy-Diamond”, “Legacy-Grand Islander”, and “Legacy-Bluegreen”, respectively.
See Note 3: Acquisitions and Note 7: Timeshare Financing Receivables for additional information.
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.
See Note 11: Investments in Unconsolidated Affiliates for additional information.
88
Cash and Cash Equivalents
Cash and cash equivalents include all highly liquid investments with original maturities of three months or less.
Restricted Cash
Restricted cash includes deposits received on VOI sales that are held in escrow until legal requirements of the
local jurisdictions are met with regards to project construction or contract status and cash reserves required by our non-
recourse debt agreements. Restricted cash also includes certain amounts collected on behalf of HOAs. See Note 5:
Restricted Cash for additional information.
Accounts Receivable and Allowance for Credit Losses
Accounts receivable primarily consists of trade receivables and is reported as the customers’ outstanding balances,
less any allowance for credit losses. The expected credit losses are measured using an expected-loss model that reflects the
risk of loss and considers the losses expected over the outstanding period of the receivable. See Note 6: Accounts
Receivable for additional information.
Cloud Computing Arrangements
We capitalize certain costs associated with cloud computing arrangements (“CCAs”). These costs are included in
Other assets in our consolidated balance sheets and are expensed in the same line as the hosting arrangement in our
consolidated statements of income using the straight-line method over the assets’ estimated useful lives, which is generally
three to five years. We review the CCAs for impairment when circumstances indicate that their carrying amounts may not
be recoverable. If the carrying value of an asset group is not recoverable, we recognize an impairment loss for the excess of
carrying value over the fair value in our consolidated statements of income.
Derivative Instruments
We use derivative instruments as part of our overall strategy to manage our exposure to market risks primarily
associated with fluctuations in interest rates and do not use derivatives for trading or speculative purposes. We record the
derivative instrument at fair value either as an asset or liability. We assess the effectiveness of our hedging instruments
quarterly and record changes in fair value in Accumulated other comprehensive income for the effective portion of the
hedge and record the ineffectiveness of a hedge immediately in earnings in our consolidated statement of income. We
release the derivative’s gain or loss from accumulated other comprehensive income to match the timing of the underlying
hedged item's effect on earnings. See Note 15: Debt and Non-recourse Debt for additional information.
Timeshare Financing Receivables and Allowance for Financing Receivables Losses
Our timeshare financing receivables consist of loans that are secured by the underlying timeshare properties. We
have two timeshare financing receivables portfolios: (i) originated and (ii) acquired. Our originated portfolio represents
timeshare financing receivables that originated by Legacy-Diamond, Legacy-Grand Islander, and Legacy-Bluegreen
subsequent to each respective acquisition date and all HGV timeshare financing receivables. Our acquired portfolio
includes all timeshare financing receivables acquired from Legacy-Diamond, Legacy-Grand Islander and Legacy-
Bluegreen that existed as of the respective acquisition dates. We evaluate each portfolio collectively, since each holds a
large group of homogeneous timeshare financing receivables, which are individually immaterial. We monitor the
collectability of our receivables on an ongoing basis. There are no significant concentrations of collection risk with any
individual counterparty or groups of counterparties. We use a technique referred to as static pool analysis as the basis for
estimating expected defaults and determining our allowance for financing receivable losses on our timeshare financing
receivables. The static pool analysis includes several years of default data through which we stratify our portfolio using
certain key dimensions such as FICO scores and equity percentage at the time of sale. The adequacy of the related
allowance is determined by management through analysis of several factors, such as current and forward-looking economic
conditions and industry trends, as well as the specific risk characteristics of the portfolio including assumed default rates,
aging and historical write-offs of these receivables. Specifically as it relates to the acquired Legacy-Bluegreen portfolio, we
estimated default rates with adjustments to historical data to capture our estimates of where historical data may not be
representative of future estimated defaults. For our originated portfolio, we record an estimate of variable consideration as
a reduction of revenue from financed VOI sales at the time revenue is recognized; for our acquired portfolio, any changes
to the estimates of our allowance are recorded within Financing expense on our consolidated statements of income in the
period in which the change occurs. In addition, for our acquired portfolio we also develop an inventory recovery
assumption to reflect the recovery value of VOIs from future potential defaults. Our estimate of inventory recovery is
principally based upon the fair value of underlying VOIs and assumed default rates and is reflected as a reduction to the
estimated gross allowance. Once a timeshare financing receivable within the acquired portfolio is charged-off, the loan's
corresponding inventory recovery amount is reclassified from the allowance into inventory. The allowance is maintained at
a level deemed adequate by management based on a periodic analysis of the mortgage portfolio.
89
We determine our timeshare financing receivables to be past due based on the contractual terms of the individual
mortgage loans. We recognize interest income on our timeshare financing receivables as earned. The interest rate charged
on the notes correlates to the risk profile of the borrower at the time of purchase and the percentage of the purchase that is
financed, among other factors. 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. 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, which is governed by product type and
law, is complete. See Note 7: Timeshare Financing Receivables for additional information.
Inventory and Cost of Sales
Inventory includes unsold, completed VOIs and VOIs under construction. We carry our completed VOI inventory
at the lower of cost or estimated fair value, less costs to sell, which can result in impairment losses and/or recoveries of
previous impairments. Projects under development are under a held and use impairment model and are reviewed for
indicators of impairment quarterly.
We capitalize costs directly associated with the acquisition, development and construction of a real estate project
when it is probable that the project will move forward. We capitalize salary and related costs only to the extent they directly
relate to the project. We capitalize interest expense, taxes and insurance costs when activities that are necessary to get the
property ready for its intended use are underway. We cease capitalization of costs during prolonged gaps in development
when substantially all activities are suspended or when projects are considered substantially complete. For the years ended
December 31, 2024, 2023 and 2022, we had capitalized interest of $10 million, $3 million and $2 million, respectively.
We account for our VOI inventory and cost of VOI sales using the relative sales value method. Also, we do not
reduce inventory for the cost of VOI sales related to anticipated defaults, and accordingly, no adjustment is made when
inventory is reacquired upon default of the related receivable. This results in changes in estimates within the relative sales
value calculations to be accounted for as real estate inventory true-ups, which we refer to as cost of sales true-ups, and are
included in Cost of VOI sales in our consolidated statements of income to retrospectively adjust the margin previously
recognized subject to those estimates. Significant assumptions include future VOI sales prices, timing and volume of VOI
sales, and provisions for financing receivables losses on financed sales of VOIs. Other assumptions include sales
incentives, projected future cost and volume of recoveries. See Note 8: Inventory for additional information.
Property and Equipment
Property and equipment are recorded at cost and include land, buildings and leasehold improvement and furniture
and equipment at our corporate offices, sales centers and management offices. Additionally, certain property and equipment
is held for future conversion into inventory. Construction in progress primarily relates to development activities. Costs that
are capitalized related to development activities are classified as property and equipment until they are registered for sale.
Costs of improvements that extend the economic life or improve service potential are also capitalized. Capitalized costs are
depreciated over their estimated useful lives. Costs for normal repairs and maintenance are expensed as incurred. Other
than the United States, there were no countries that individually represented over 10% of total property and equipment, net
as of December 31, 2024 and 2023.
Depreciation is recorded using the straight-line method over the assets’ estimated useful lives, which are generally
as follows: buildings and improvements (eight to forty years); furniture and equipment (three to fifteen years, including our
corporate jet); and computer equipment and acquired software (three years). Leasehold improvements are depreciated over
the shorter of the estimated useful life, based on the estimates above, or the lease term.
We evaluate the carrying value of our property and equipment if there are indicators of potential impairment. We
perform an analysis to determine the recoverability of the asset’s carrying value by comparing the expected undiscounted
future cash flows to the net book value of the asset. If it is determined that the expected undiscounted future cash flows are
less than the net book value of the asset, we calculate the asset’s fair value. The impairment loss recognized is equal to the
amount that the net book value is in excess of fair value. Fair value is generally estimated using valuation techniques that
consider the discounted cash flows of the asset using discount and capitalization rates deemed reasonable for the type of
asset, as well as prevailing market conditions, appraisals, recent similar transactions in the market and, if appropriate and
available, current estimated net sales proceeds from pending offers. See Note 9: Property and Equipment for additional
information.
90
Leases
We lease sales centers, office space and equipment under lease agreements. We determine if an arrangement is a
lease at inception. Amounts related to operating leases are included in Operating lease right-of-use (“ROU”) assets, net
and Operating lease liabilities in our consolidated balance sheets. ROU assets are adjusted for lease incentives received.
ROU assets and operating lease liabilities are recognized based on the present value of lease payments over the
lease term as of the commencement date. Because most of our leases do not provide an explicit or implicit rate of return,
we use our incremental borrowing rate based on the information available at the commencement date in determining the
present value of lease payments on an individual lease basis. Our incremental borrowing rate for a lease is the rate of
interest we would have to pay on a collateralized basis to borrow an amount equal to the lease payments for the asset under
similar terms.
We have lease agreements with lease and non-lease components, which are accounted for as a single lease
component. Our operating leases may require minimum rent payments, contingent rent payments based on a percentage of
revenue or income, or rental payments adjusted periodically for inflation or rent payments equal to the greater of a
minimum rent or contingent rent. Our leases do not contain any residual value guarantees or material restrictive covenants.
Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheets and lease expense is
recognized on a straight-line basis over the lease term.
We monitor events or changes in circumstances that change the timing or amount of future lease payments which
results in the remeasurement of a lease liability, with a corresponding adjustment to the ROU asset. ROU assets for
operating and finance leases are periodically reviewed for impairment losses under ASC 360-10, Property, Plant, and
Equipment, to determine whether a ROU asset is impaired, and if so, the amount of the impairment loss to recognize. See
Note 17: Leases for additional information.
Goodwill
Goodwill acquired in business combinations is assigned to the reporting units expected to benefit from the
combination as of the acquisition date. We do not amortize goodwill. We evaluate goodwill for potential impairment at
least annually, on October 1, or more frequently if an event or other circumstance indicates that it is more-likely-than-not
that we may not be able to recover the carrying amount (book value) of the net assets of the related reporting unit. The
review is based on either a qualitative assessment or a two-step impairment test. When evaluating goodwill for impairment,
we may perform the optional qualitative assessment by considering factors including macroeconomic conditions, industry
and market conditions, overall financial performance of our reporting units, and other relevant entity-specific events. If we
bypass the qualitative assessment, or if we conclude that it is more likely than not that the fair value of a reporting unit is
less than its carrying value, then we perform a quantitative impairment test by comparing the fair value of a reporting unit
with its carrying amount. We only recognize an impairment on goodwill if the estimated fair value of a reporting unit is less
than its carrying value, in an amount not to exceed the carrying value of the reporting unit's goodwill. No goodwill
impairment charges were recognized during the years ended December 31, 2024, 2023 and 2022, and there is no
accumulated impairment of goodwill for any period presented in the consolidated financial statements. The changes in
goodwill for the periods presented in the consolidated financial statements were limited to increases in goodwill resulting
from the Grand Islander and Bluegreen Acquisitions and increases or decreases resulting from any related measurement
period adjustments. See Note 3: Acquisitions for additional information.
Intangible Assets
Our intangible assets consist of trade name, management contracts, club member relationships, marketing
agreements, and other contract-related intangible assets. As part of the Bluegreen Acquisition, we acquired certain
intangible assets that were recorded at their fair value. See Note 3: Acquisitions for additional information. Additionally, we
capitalize costs incurred to develop internal-use computer software, including costs incurred in connection with
development of upgrades or enhancements that result in additional functionality. These capitalized costs are included in
Intangible assets, net in our consolidated balance sheets. Intangible assets with finite useful lives are amortized using the
straight-line method over their respective useful lives, which varies for each type of intangible, unless another amortization
method is deemed to be more appropriate. In our consolidated statements of income, the amortization of these intangible
assets is included in Depreciation and amortization expense.
In estimating the useful life of acquired assets, we reviewed the expected use of the assets acquired, factors that
may limit the useful life of an acquired asset or may enable the extension of the useful life of an acquired asset without
substantial cost, the effects of obsolescence, demand, competition and other economic factors, and the level of maintenance
expenditures required to obtain the expected future cash flows from the asset.
91
We review all finite life intangible assets for impairment when circumstances indicate that their carrying amounts
may not be recoverable. If the carrying value of an asset group is not recoverable, we recognize an impairment loss for the
excess of the carrying value over the fair value in our consolidated statements of income. As of December 31, 2024 and
2023, other than goodwill, we do not have any indefinite lived intangible assets. See Note 12: Intangible Assets for
additional information.
Deferred Financing Costs
Deferred financing costs, including legal fees and upfront lenders fees, related to the Company’s debt and non-
recourse debt are deferred and amortized over the life of the respective debt using the effective interest method. The
capitalized costs related to the Timeshare Facility and the Revolver are included in Other assets while the remaining
capitalized costs related to all other debt instruments are included in Debt, net and Non-recourse debt, net in our
consolidated balance sheets. The amortization of deferred financing costs is included in Interest expense in our
consolidated statements of income. See Note 15: Debt & Non-recourse debt for additional information.
Costs Incurred to Sell VOIs and Vacation Packages
We expense indirect sales and marketing costs we incur to sell VOIs and vacation packages when incurred.
Deferred selling expenses, which are direct selling costs related to a contract for which revenue has not yet been
recognized, were $24 million and $18 million as of December 31, 2024 and 2023, respectively, and were included in Other
assets on our consolidated balance sheets.
Fair Value Measurements—Valuation Hierarchy
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants on the measurement date (an exit price). We use the three-level valuation hierarchy
for classification of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the
valuation of an asset or liability as of the measurement date. Inputs refer broadly to the assumptions that market
participants would use in pricing an asset or liability. Inputs may be observable or unobservable. Observable inputs are
inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market
data obtained from independent sources. Unobservable inputs are inputs that reflect our own assumptions about the data
market participants would use in pricing the asset or liability developed based on the best information available in the
circumstances. The three-level hierarchy of inputs is summarized below:
•
Level 1—Valuation is based upon quoted prices (unadjusted) for identical assets or liabilities in active
markets;
•
Level 2—Valuation is based upon quoted prices for similar assets and liabilities in active markets, or
other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the
full term of the instrument; and
•
Level 3—Valuation is based upon unobservable inputs that are significant to the fair value measurement.
The classification of assets and liabilities within the valuation hierarchy is based upon the lowest level of input
that is significant to the fair value measurement in its entirety. See Note 15: Debt and non-recourse debt and Note 16: Fair
Value Measurements for additional information.
Currency Translation and Remeasurement
The United States dollar (“USD”) is our reporting currency and is the functional currency of the majority of our
operations. For operations whose functional currency is not the USD, assets and liabilities measured in foreign currencies
are translated into USD at the prevailing exchange rates in effect as of the financial statement date, and the related gains
and losses are reflected within Accumulated other comprehensive income in our consolidated balance sheets. Related
income and expense accounts are translated at the average exchange rate for the period. Gains and losses from foreign
exchange rate changes related to transactions denominated in a currency other than an entity’s functional currency or
transactions related to intercompany receivables and payables denominated in a currency other than an entity’s functional
currency that are not of a long-term investment nature are recognized as gains or losses on foreign currency transactions.
These gains or losses are included in Other (loss) gain, net in our consolidated statements of income.
Share-Based Compensation
Certain of our employees participated in our 2023 Omnibus Incentive Plan which compensates eligible employees
and directors. The measurement objective for these equity awards is the estimated fair value at the grant date of the equity
instruments that we are obligated to issue when employees have rendered the requisite service and satisfied any other
conditions necessary to earn the right to benefit from the instruments. Compensation expense is based on the share-based
92
awards granted to our employees and recognized ratably over the requisite service period and the corresponding change is
recognized in Additional paid-in capital in our consolidated balance sheets. The requisite service period is the period
during which an employee is required to provide service in exchange for an award. We recognize forfeitures of awards as
they occur. See Note 19: Share-based Compensation for additional information.
Income Taxes
We account for income taxes using the asset and liability method. The objectives of accounting for income taxes
are to recognize the amount of taxes payable or refundable for the current year and to recognize the deferred tax assets and
liabilities that relate to tax consequences in future years. Deferred tax assets and liabilities result from differences between
the respective tax basis of assets and liabilities and their financial reporting amounts, and tax loss and tax credit
carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which the
respective temporary differences or operating loss or tax credit carryforwards are expected to be recovered or settled. The
realization of deferred tax assets is contingent upon the generation of future taxable income and other restrictions that may
exist under the tax laws of the jurisdiction in which a deferred tax asset exists. Valuation allowances are provided to reduce
such deferred tax assets to amounts more likely than not to be ultimately realized.
We use a prescribed recognition threshold and measurement attribute for the financial statement recognition and
measurement of a tax position taken in a tax return. For all income tax positions, we first determine whether it is “more-
likely-than-not” that a tax position will be sustained upon examination, including resolution of any related appeals or
litigation processes, based on the technical merits of the position. If it is determined that a position meets the more-likely-
than-not recognition threshold, the benefit recognized in the financial statements is measured as the largest amount of
benefit that is greater than 50% likely of being realized upon settlement. Interest and penalties related to unrecognized tax
benefits are recognized as a component of income tax expense in the accompanying consolidated statement of income.
Accrued interest and penalties are included on the related tax liability line in the consolidated balance sheet.
We made an accounting policy election related to accounting for the tax effects of Global Intangible Low-Taxed
Income (“GILTI”) that was implemented as part of the Tax Cuts and Jobs Act of 2017 (the “Tax Act”). With regard to
GILTI, we have elected to recognize any current tax as an expense in the period it is incurred. See Note 18: Income Taxes
for additional information.
Earnings Per Share
Basic earnings per share (“EPS”) is calculated by dividing the earnings attributable to stockholders by the
weighted average number of common shares outstanding for the period. Diluted EPS is calculated to give effect to all
potentially dilutive common shares that were outstanding during the reporting period. When there is a year-to-date loss,
potential common shares should not be included in the computation of diluted EPS; hence, diluted EPS would equal basic
EPS in a period of loss. See Note 20: Earnings Per Share for additional information.
Defined Contribution Plan
We administer and maintain a defined contribution plan for the benefit of all employees meeting certain eligibility
requirements who elect to participate in the plan. Contributions are determined based on a specified percentage of salary
and bonus deferrals by participating employees. We recognized compensation expense for our participating employees
totaling $34 million, $23 million and $19 million for the years ended December 31, 2024, 2023 and 2022, respectively.
Noncontrolling Interest
Noncontrolling interest reflects a third party’s ownership interest in Big Cedar that is consolidated in our
consolidated financial statements but is less than 100% owned by HGV. The noncontrolling interest is recognized as equity
in our consolidated balance sheet and presented separately from the equity attributable to stockholders.
The amounts of consolidated net income and comprehensive income attributable to stockholders and
noncontrolling interest are separately presented in the consolidated statements of income and comprehensive income.
Recently Issued Accounting Pronouncements
Adopted Accounting Standards
For the year ended December 31, 2024, we adopted the Financial Accounting Standards Board (“FASB”)
Accounting Standards Update 2023-07 (“ASU 2023-07”), Segment Reporting (Topic 280): Improvements to Reportable
Segment Disclosures. ASU 2023-07 provides amendments to improve reportable segment disclosure requirements both on
an interim and annual basis, primarily through enhanced disclosures about significant segment expenses and is applied
retrospectively for all periods presented. The impact of adoption of ASU 2023-07 was in disclosure only and did not have
93
an impact on our consolidated balance sheets and statements of income. See Note 22: Business Segments for additional
information.
Accounting Standards Not Yet Adopted
In December 2023, the FASB issued Accounting Standards Update 2023-09 (“ASU 2023-09”), Income Taxes
(Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 states that an entity must provide greater
disaggregation of its effective tax rate reconciliation disclosure. The ASU also states that an entity must separately disclose
net cash taxes paid between federal, state, and foreign jurisdictions. The guidance is effective for fiscal years beginning
after December 15, 2024. The guidance is to be applied prospectively, although retrospective application is permitted. The
adoption of ASU 2023-09 is expected to impact disclosures only and not have a material impact on our consolidated
balance sheet and statement of income.
In November 2024, the FASB issued Accounting Standards Update 2024-03 (“ASU 2024-03”), Income
Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation
of Income Statement Expenses. ASU 2024-03 provides amendments to improve disclosure requirements of specified
information about certain costs and expenses, both on an interim and annual basis. The guidance is effective for fiscal years
beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The
guidance should be applied either (1) prospectively or (2) retrospectively to any or all prior periods presented. The impact
of adoption of ASU 2024-03 is expected to impact disclosures only and not have a material impact on our consolidated
balance sheet and statement of income.
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 were $191 million and $17 million, for the years ended
December 31, 2024 and 2023. These costs were expensed as incurred and included within Acquisition and integration-
related expense in our consolidated statements of income.
The following table presents the fair value of each class of consideration transferred in relation to the Bluegreen
Acquisition as of the Bluegreen Acquisition Date:
($ in millions, except share and per share data)
Number of Class A shares issued and outstanding
12,504,138
Number of Class B shares issued and outstanding
3,664,117
Number of Class A shares deliverable as equity awards
673,169
Total shares and related equity awards outstanding
16,841,424
Cash consideration to Bluegreen shareholders and equity award holders per share
$
75.00
Purchase price
$
1,263
Repayment of Bluegreen debt(1)
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.
94
Fair Values of Assets Acquired, Liabilities Assumed and Noncontrolling Interest
We accounted for the Bluegreen Acquisition as a business combination, which requires us to record the assets
acquired, liabilities assumed and noncontrolling interest at fair value as of the Bluegreen Acquisition Date. The values
attributed to Timeshare financing receivables, Inventory, Intangible assets, Property and equipment and Noncontrolling
interest are based on valuations prepared using Level 3 inputs and assumptions in accordance with ASC Topic 820, “Fair
Value Measurement” (“ASC 820”). The values attributed to Debt, Non-recourse debt, Operating lease right-of-use assets
and Operating lease liabilities are based on Level 2 inputs in accordance with ASC 820. The following table presents the
fair values of the assets acquired, liabilities assumed, and noncontrolling interest, as finalized:
($ in millions)
January 17, 2024 (as
reported at March 31, 2024)
Adjustments(1)
January 17, 2024 (as
finalized at December 31,
2024)
Assets acquired
Cash and cash equivalents
$
58 $
13 $
71
Restricted cash
44
—
44
Accounts receivable
32
—
32
Timeshare financing receivables, net
925
(54)
871
Inventory
365
(2)
363
Property and equipment
177
19
196
Investment in unconsolidated affiliates
1
4
5
Operating lease right-of-use assets
18
1
19
Intangible assets
812
(57)
755
Other assets
83
2
85
Total assets acquired
$
2,515 $
(74) $
2,441
Liabilities assumed
Accounts payable, accrued expenses and
other
$
129 $
13 $
142
Advanced deposits
2
38
40
Debt
162
1
163
Non-recourse debt
606
—
606
Operating lease liabilities
20
—
20
Deferred revenue
57
(38)
19
Deferred income tax liabilities
348
(28)
320
Total liabilities assumed
1,324
(14)
1,310
Net assets acquired
$
1,191 $
(60) $
1,131
Total consideration transferred
$
1,556 $
— $
1,556
Less: Net assets acquired
(1,191)
60
(1,131)
Plus: Noncontrolling interest
158
(18)
140
Goodwill(2)
$
523 $
42 $
565
(1) There were measurement period adjustments not impacting goodwill for the year ended December 31, 2024, primarily due to management's review of
historical accounting records and alignment of policies. These adjustments primarily consisted of $13 million from Cash and cash equivalents to
Accounts payable, accrued expenses and other and $38 million from Deferred revenue to Advanced deposits.
(2) Goodwill is calculated as total consideration transferred less net assets acquired plus noncontrolling interest and it primarily represents the value that
we expect to obtain from synergies and growth opportunities from our combined Company post-acquisition.
Timeshare Financing Receivables
We acquired timeshare financing receivables, net which consist of loans to customers who purchased vacation
ownership products and chose to finance their purchases. These timeshare financing receivables, net are collateralized by
the underlying VOIs and generally have 10-year amortizing repayment terms. We measured the fair value of the timeshare
financing receivables using a discounted cash flow model, which calculated a present value of expected future risk-
adjusted cash flows over the remaining term of the respective timeshare financing receivables. The significant assumption
used in determining the fair value of timeshare financing receivables was the default rate. We have determined that the
95
entire acquired timeshare financing receivables portfolio was considered PCD assets as it shows evidence of more-than-
insignificant deterioration in credit quality since origination. See Note 7: Timeshare Financing Receivables for additional
information.
Acquired timeshare financing receivables with credit deterioration as of the Bluegreen Acquisition Date were as
follows:
($ in millions)
As of
January 17, 2024
Purchase price
$
871
Allowance for credit losses
163
Premium attributable to other factors
(76)
Par value
$
958
Inventory
We acquired inventory which primarily consists of completed unsold VOIs. We measured the fair value of
acquired inventory using a discounted cash flows method, which included an estimate of cash flows expected to be
generated from the sale of VOIs. The significant assumptions used to determine the fair value of acquired inventory were
projected revenues to be derived from such VOIs. Other assumptions impacting the fair value of the acquired inventory
include our estimates of operating costs and margins, and the discount rate.
Property and Equipment
We acquired property and equipment, which includes land, buildings and improvements, leasehold improvements,
computer hardware and software, furniture, fixtures, and office equipment, machinery and equipment, vehicles,
construction in progress, and other assets. We determined the fair value of the property and equipment using a mix of cost
and market approaches. In determining the fair value using the cost approach, we estimated the reproduction cost by
applying inflation trending indices to the historical capitalized costs within the fixed asset details. We also relied on the
market approach to determine the fair value of certain assets. In applying the market approach to value, we relied on the
percent of cost method. In addition, certain property and equipment assets were held at their carrying value.
Operating Lease Right-of-Use-Assets and Lease Liabilities
We have recorded a liability for those operating leases assumed in connection with the Bluegreen Acquisition with
a remaining term in excess of one year. We measured the lease liabilities assumed at the present value of the remaining
contractual lease payments, based on the guidance in ASC Topic 842: Leases, discounted at an incremental borrowing rate
applicable to HGV determined as of the Bluegreen Acquisition Date. The right-of-use assets for such leases were measured
at an amount equal to the lease liabilities, adjusted for the favorable or unfavorable leasehold position considering the
contractual terms of the lease when compared with market terms. A small number of operating lease right of use assets and
lease liabilities were measured at carrying value. Additionally, any equipment lease was held at carrying value.
Intangible Assets
The following table presents our fair values of the acquired Bluegreen's identified intangible assets and their related
remaining useful lives as of the Bluegreen Acquisition Date:
Weighted Average
Estimated Useful
Life
(in years)
Estimated Fair
Value
($ in millions)
Trade name
7
$
30
Management contracts
19
479
Club member relationships
11
35
Capitalized software
3
7
Marketing agreements
17
154
Other contract-related intangible assets
10
50
Total intangible assets acquired
$
755
We measured the fair value of Bluegreen’s trade name using the relief-from-royalty method, which applies an
estimated royalty rate to forecasted future cash flows, discounted to present value. We measured the fair value of
management contracts and club member relationships using the multi-period excess earnings method, which is a variation
96
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. Our significant assumptions used in determining the fair value of
the management contracts included anticipated revenue growth rates and the discount rate. The marketing agreements were
valued using the with‑and‑without method of the income approach. Under this method, the value of an asset is a function of
the differential of projected cash flows with the asset in place and the projected cash flows without the asset in place,
discounted to present value.
Debt
As part of the acquisition and consideration transferred, we paid off $265 million of Bluegreen’s existing
corporate debt and accrued interest. We valued the remaining assumed debt using a discounted cash flow model under the
income approach. The significant assumptions include prepayment rates and market interest rates.
Non-Recourse Debt
We valued the securitized debt and warehouse loan facilities using a discounted cash flow model under the income
approach. The significant assumptions include default rates of the timeshare financing receivables which collateralize the
non-recourse debt, prepayment rates and market bond interest rates.
Deferred Revenue
Deferred revenue primarily relates to deferred sales incentives revenues, including Bonus Points, which are
deferred and recognized upon redemption; and Club membership fees, which are deferred and recognized over the terms of
the applicable contract term or membership on a straight-line basis. We measured the fair value of the deferred revenue at
the carrying value of such liabilities as of the Bluegreen Acquisition Date.
Deferred Income Taxes
Deferred income taxes primarily relate to the fair value of assets and liabilities acquired from Bluegreen, including
timeshare financing receivables, inventory, property and equipment, intangible assets, and debt. We valued deferred income
taxes based on the blended U.S. federal and state statutory tax rate which approximates to 25%.
Noncontrolling Interest
The acquired noncontrolling interest relates to Big Cedar, a joint venture in which we are deemed to hold a
controlling financial interest based on our 51% equity interest, our active role as the day-to-day manager of its activities,
and our majority voting control of its management committee. We measured the fair value of the noncontrolling interest
using a discounted cash flow model.
Goodwill
We have recorded goodwill of $565 million in connection with the Bluegreen Acquisition. We have allocated the
acquired goodwill to our segments, Real Estate Sales and Financing and Resort Operations and Club Management, as
indicated in the table below. The majority of goodwill is not expected to be deductible for tax purposes.
Resort Operations and Club
Management Segment
Real Estate Sales and
Financing Segment
Total Consolidated
Goodwill
$
142 $
423 $
565
Pro Forma Results of Operations
The following unaudited pro forma information presents the combined results of operations of HGV and
Bluegreen as if we had completed the Bluegreen Acquisition on January 1, 2023, the first day of our 2023 fiscal year, but
using the fair values of assets and liabilities as of the Bluegreen Acquisition Date. These unaudited pro forma results do not
reflect any synergies from operating efficiencies. Accordingly, these unaudited pro forma results are presented for
informational purposes only and are not necessarily indicative of what the actual results of operations of the combined
company would have been if the Bluegreen Acquisition had occurred at the beginning of the period presented, nor are they
indicative of future results of operations.
Year Ended December 31,
($ in millions)
2024
2023
Revenue
$
5,028 $
5,013
Net income
66
224
97
Bluegreen Results of Operations
The following table presents the results of Bluegreen operations included in our consolidated statement of income
for the period from the Bluegreen Acquisition Date through December 31, 2024:
($ in millions)
January 17, 2024 to
December 31, 2024
Revenue
$
985
Net income
6
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.
The fair values of the assets acquired included $8 million of cash and cash equivalents, $28 million of restricted
cash, $5 million of accounts receivable, $199 million of securitized timeshare financing receivables, net, $53 million of
unsecuritized timeshare financing receivables, net, $15 million of inventory, and $2 million of other assets. Of the
securitized timeshare financing receivables acquired, $128 million was used as collateral to secure a non-recourse
revolving timeshare receivable credit facility (“Grand Islander Timeshare Facility”). The fair values of the liabilities
assumed consisted of $193 million of non-recourse debt and $4 million of other liabilities.
The fair values of the assets acquired, and liabilities assumed and the related acquisition accounting were based on
management’s estimates and assumptions, as well as other information compiled by management. We determined the fair
value of the timeshare financing receivables and inventory using a discounted cash flow model, which calculated a present
value of expected future risk-adjusted cash flows over the remaining term of the respective timeshare financing receivable
and the sell-out period of the inventory, respectively. For non-recourse debt we determined the fair value using recent
trades of the debt, using adjustments to recent trades of similar debt or the settlement amounts for debt that was repaid in
close proximity to the Grand Islander Acquisition Date.
The timeshare financing receivables acquired are considered PCD assets. The following table presents the
acquired assets with credit deterioration as of the Grand Islander Acquisition Date:
($ 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 was calculated as total consideration transferred less net assets acquired. The adjustments
recorded during the measurement period resulted from changes to our estimates of the fair value of the acquired assets and
assumed liabilities based on updates to assumptions in valuations of acquired timeshare financing receivables and
inventory. These resulted in an increase to goodwill for the period of $2 million. We have allocated the acquired goodwill
of $4 million to our Real Estate Sales and Financing segment. The majority of goodwill is expected to be deductible for tax
purposes.
98
NOTE 4: REVENUE FROM CONTRACTS WITH CUSTOMERS
Disaggregation of Revenue
The following tables show our disaggregated revenues by product and segment from contracts with customers. We
operate our business in the following two segments: (i) Real estate sales and financing and (ii) Resort operations and club
management. See Note 22: Business Segments for more information related to our segments.
($ in millions)
Year Ended December 31,
Real Estate Sales and Financing Segment
2024
2023
2022
Sales of VOIs, net
$
1,909 $
1,416 $
1,491
Sales, marketing, brand and other fees
637
634
620
Interest income
425
273
235
Other financing revenue
39
34
32
Real estate sales and financing segment revenues
$
3,010 $
2,357 $
2,378
($ in millions)
Year Ended December 31,
Resort Operations and Club Management Segment
2024
2023
2022
Club management
$
303 $
240 $
227
Resort management
419
329
307
Rental(1)
682
623
586
Ancillary services
51
43
40
Resort operations and club management segment revenues
$
1,455 $
1,235 $
1,160
(1) Excludes intersegment eliminations. See Note 22: Business Segments for additional information.
Receivables from Contracts with Customers, Contract Liabilities, and Contract Assets
Our accounts receivable that relates 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
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 7: 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 consolidated balance sheets:
($ in millions)
December 31,
Receivables from contracts with customers:
2024
2023
Accounts receivable, net
$
219 $
343
Timeshare financing receivables, net
3,006
2,113
Total
$
3,225 $
2,456
Contract liabilities include payments received or due in advance of satisfying our performance obligations. Such
contract liabilities include advance deposits received on prepaid vacation packages for future stays at our resorts, deferred
revenues 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.
99
The following table presents the composition of our contract liabilities:
($ in millions)
December 31,
Contract liabilities:
2024
2023
Advanced deposits
$
226 $
179
Deferred sales of VOIs of projects under construction
92
39
Club activation fees and annual dues
79
97
Bonus Point incentive liability(1)
86
83
Deferred maintenance fees
12
12
Other deferred revenue
35
38
(1) This balance includes $52 million and $54 million of bonus point incentive liabilities included in Accounts payable, accrued expenses and other on our
consolidated balance sheets as of December 31, 2024, and 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 year ended December 31, 2024, that was included in the contract liabilities balance at
December 31, 2023 was approximately $194 million. Revenue earned for the year ended December 31, 2023, that was
included in the contract liabilities balance at December 31, 2022 was approximately $173 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. As of December 31, 2024 and 2023, contract assets were $3 million and
$13 million, respectively.
Transaction Price Allocated to Remaining Performance Obligations
Transaction price allocated to remaining performance obligations represents contract revenue that has not yet been
recognized. Our contracts with remaining performance obligations primarily include (i) sales of VOIs under construction,
(ii) Club activation fees paid at closing of a VOI purchase, (iii) customers’ advanced deposits on prepaid vacation packages
and (iv) Bonus Points that may be redeemed in the future.
Deferred VOI sales primarily include the deferred revenues of sales associated with incomplete phases or
buildings and the sales of unacquired inventory.
The following table presents the deferred revenue, deferred cost of VOI sales and deferred direct selling costs
from sales of VOIs related to projects under construction:
December 31,
($ in millions)
2024
2023
Sales of VOIs, net
$
92 $
39
Cost of VOI sales
28
10
Sales and marketing expense
13
6
During the year ended December 31, 2024, we recognized $106 million of sales of VOIs, net, offset by deferrals
of $158 million, related to sales of projects under construction, some of which were completed during the year. We expect
to recognize the revenue, costs of VOI sales and direct selling costs related to the projects under construction as of
December 31, 2024, upon their completion.
The following table includes the remaining transaction price related to Advanced deposits, Club activation fees
and Bonus Points as of December 31, 2024:
($ in millions)
Remaining
Transaction Price
Recognition Period
Recognition Method
Advanced deposits
$
226
18 months
Upon customer stays
Club activation fees
67
7 years
Straight-line basis over average
inventory holding period
Bonus Points incentive liability
86
18 - 30 months
Upon redemption
100
NOTE 5: RESTRICTED CASH
Restricted cash was as follows:
December 31,
($ in millions)
2024
2023
Escrow deposits on VOI sales
$
204 $
199
Reserves related to non-recourse debt(1)
193
48
Other(2)
41
49
Total
$
438 $
296
(1) See Note 15: Debt and Non-recourse Debt for additional information.
(2) Other restricted cash primarily includes cash collected on behalf of HOAs, deposits related to servicer arrangements and other deposits.
NOTE 6: 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:
December 31,
($ in millions)
2024
2023
Fee-for-service commissions
$
48 $
57
Real estate and financing
34
87
Resort and club operations
137
199
Tax receivables
89
97
Insurance claims receivable
—
54
Other receivables
7
13
Total
$
315 $
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 during the year ended December 31, 2024 were as follows:
($ 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
9
27
—
36
Write-offs charged against the allowance
(8)
(12)
(2)
(22)
Balance at December 31, 2024
$
24 $
49 $
1 $
74
NOTE 7: TIMESHARE FINANCING RECEIVABLES
We define our timeshare financing receivables portfolios as (i) originated and (ii) acquired. The following table
presents the components of each portfolio by class of timeshare financing receivables:
Originated
Acquired
($ in millions)
December 31,
2024
December 31,
2023
December 31,
2024
December 31,
2023
Securitized
$
1,168 $
770 $
641 $
214
Unsecuritized(1)
1,764
1,326
443
551
Timeshare financing receivables, gross
$
2,932 $
2,096 $
1,084 $
765
Unamortized non-credit acquisition premium(2)
—
—
62
32
Less: allowance for financing receivables losses
(804)
(500)
(268)
(279)
Timeshare financing receivables, net
$
2,128 $
1,596 $
878 $
518
101
(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 $16 million and $26 million remains unamortized as of
December 31, 2024 and 2023, respectively. A non-credit premium of $2 million was recognized at the Grand Islander Acquisition Date with $1 million
remaining unamortized as of December 31, 2024 and 2023, respectively. Non-credit premium of $76 million was recognized at the Bluegreen
Acquisition Date, of which $45 million remains unamortized as of December 31, 2024.
In April 2024, we completed a securitization of approximately $240 million of gross timeshare financing
receivables and issued approximately $101 million of 5.75% notes, $58 million of 5.99% notes, $46 million of 6.62%
notes, and $35 million of 8.85% notes due September 2039. The securitization transaction did not qualify as a sale and,
accordingly, no gain or loss was recognized. The transaction is considered a secured borrowing, and the notes from the
transaction are presented as non-recourse debt. The proceeds were used to pay down in part some of the existing debt and
for other general corporate purposes.
In May 2024, we completed a securitization of approximately $375 million of gross timeshare financing
receivables and issued approximately $217 million of 5.50% notes, $80 million of 5.65% notes, $57 million of 5.99%
notes, and $21 million of 6.91% notes due March 2038. The securitization transaction did not qualify as a sale and,
accordingly, no gain or loss was recognized. The transaction is considered a secured borrowing, and the notes from the
transaction are presented as non-recourse debt. The proceeds were used to pay down in part some of the existing debt and
for other general corporate purposes.
In November 2024, we completed a securitization of approximately $500 million of timeshare loans and issued
approximately $273 million of 4.98% notes, $147 million of 5.27% notes, and $80 million of 5.71% notes due August
2040. The securitization transaction did not qualify as a sale and, accordingly, no gain or loss was recognized. The
transaction is considered a secured borrowing, and the notes from the transaction are presented as non-recourse debt. The
proceeds were used to pay down in part some of the existing debt and for other general corporate purposes.
See Note 10: Consolidated Variable Interest Entities and Note 15: Debt and Non-recourse Debt for additional
information on our securitizations.
As of December 31, 2024 and 2023, we had timeshare financing receivables with a carrying value of $455 million
and $415 million, respectively, securing the Timeshare Facility. In connection with the acquisitions of Grand Islander and
Bluegreen, we had access to additional timeshare facilities, which were terminated during the first quarter of 2024.
For our originated portfolio, we record an estimate of variable consideration for estimated defaults as a reduction
of revenue from VOI sales at the time revenue is recognized on a VOI sale. We record the difference between the timeshare
financing receivable and the variable consideration included in the transaction price for the sale of the related VOI as an
allowance for financing receivables and record the receivable net of the allowance. For our acquired portfolio, any changes
to the estimates of our allowance are recorded within Financing expense on our consolidated statements of income in the
period in which the change occurs.
We recognize interest income on our timeshare financing receivables as earned. As of December 31, 2024 and
2023, we had interest receivable outstanding of $22 million and $17 million, respectively, on our originated timeshare
financing receivables. As of both December 31, 2024 and 2023, we had interest receivable outstanding of $7 million and $4
million on our acquired timeshare financing receivables. Interest receivable is included in Other Assets within our
consolidated balance sheets. The interest rate charged on the notes correlates to the risk profile of the customer at the time
of purchase and the percentage of the purchase that is financed, among other factors. As of December 31, 2024, our
originated timeshare financing receivables had interest rates ranging from 1.5% to 25.8%, a weighted-average interest rate
of 14.9%, a weighted-average remaining term of 8.6 years and maturities through 2039. Our acquired timeshare financing
receivables had interest rates ranging from 2.0% to 25.0%, a weighted-average interest rate of 15.0%, a weighted-average
remaining term of 6.9 years and maturities through 2039.
102
Allowance for Financing Receivables Losses
The changes in our allowance for financing receivables losses were as follows:
($ in millions)
Originated
Acquired
Balance as of December 31, 2021
$
280 $
482
Provision for financing receivables losses(1)
140
—
Write-offs
(70)
(119)
Inventory recoveries
—
29
Upgrades(3)
54
(54)
Balance as of December 31, 2022
$
404 $
338
Provision for financing receivables losses(1)
171
(1)
Initial allowance for purchased credit deteriorated financing receivables acquired
during the period(2)
—
30
Write-offs
(73)
(116)
Inventory recoveries
—
26
Upgrades(3)
(2)
2
Balance as of December 31, 2023
$
500 $
279
Provision for financing receivables losses(1)
363
14
Initial allowance for purchased credit deteriorated financing receivables acquired
during the period(2)
—
157
Write-offs
(106)
(258)
Inventory recoveries
—
123
Upgrades(3)
47
(47)
Balance as of December 31, 2024
$
804 $
268
(1) For the Originated portfolio, this amount includes incremental provision for financing receivables losses, net of activity related to the repurchase of
defaulted and upgraded timeshare financing receivables. For the Acquired portfolio, this amount includes incremental provision for credit loss expense
from Acquired loans.
(2) The initial gross allowance determined for receivables with credit deterioration was $163 million as of the Bluegreen Acquisition Date and $30 million
as of the Grand Islander Acquisition Date. We also reduced the initial allowance determined for receivables with credit deterioration for Legacy-Grand
Islander by $6 million during the first quarter of 2024.
(3) Represents the initial change in allowance resulting from upgrades of Acquired loans. Upgraded Acquired loans and their related allowance are
included in the Originated portfolio.
Originated Timeshare Financing Receivables
Our originated timeshare financing receivables as of December 31, 2024, mature as follows:
Originated Timeshare Financing Receivables
($ in millions)
Securitized
Unsecuritized
Total
Year
2025
$
118 $
113 $
231
2026
124
120
244
2027
129
135
264
2028
133
151
284
2029
135
170
305
Thereafter
529
1,075
1,604
Total
$
1,168 $
1,764 $
2,932
Acquired Timeshare Financing Receivables with Credit Deterioration
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.
103
See Note 2: Summary of Significant Accounting Policies for additional information on the fair value methodology
for our acquired timeshare financing receivables and related allowances for credit losses.
Our acquired timeshare financing receivables as of December 31, 2024, mature as follows:
Acquired Timeshare Financing Receivables
($ in millions)
Securitized
Unsecuritized
Total
Year
2025
$
78 $
53 $
131
2026
84
55
139
2027
89
54
143
2028
87
55
142
2029
80
53
133
Thereafter
223
173
396
Total
$
641 $
443 $
1,084
Credit Quality of Timeshare Financing Receivables
Originated Timeshare Financing Receivables
Our originated gross balances by average FICO score of our originated timeshare financing receivables were as
follows:
Originated
December 31, 2024
($ in millions)
HGV
DRI
Grand Islander
Bluegreen
Total
FICO score
700+
$
956 $
505 $
23 $
356 $
1,840
600-699
336
287
5
95
723
<600
41
42
—
2
85
No score(1)
249
11
21
3
284
Total
$
1,582 $
845 $
49 $
456 $
2,932
(1) Timeshare financing receivables without a FICO score are primarily related to foreign borrowers.
Originated
December 31, 2023
($ in millions)
HGV
DRI
Grand Islander
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.
104
The following table details our gross originated timeshare financing receivables by the origination year and
average FICO score as of December 31, 2024:
Originated Timeshare Financing Receivables
($ in millions)
2024
2023
2022
2021
2020
Prior
Total
FICO score
700+
$
1,009 $
355 $
252 $
102 $
23 $
99 $
1,840
600-699
343
162
124
45
9
40
723
<600
33
21
17
6
1
7
85
No score(1)
148
55
28
14
9
30
284
Total
$
1,533 $
593 $
421 $
167 $
42 $
176 $
2,932
Current period gross write-offs $
8 $
7 $
45 $
25 $
4 $
17 $
106
(1) Timeshare financing receivables without a FICO score are primarily related to foreign borrowers.
As of December 31, 2024 and 2023, we had ceased accruing interest on originated timeshare financing receivables
with an aggregate principal balance of $323 million and $208 million, respectively. The following tables detail an aged
analysis of our gross timeshare financing receivables balance:
Originated - Securitized
December 31, 2024
($ in millions)
HGV
DRI
Grand Islander
Bluegreen
Total
Current
$
714 $
279 $
2 $
135 $
1,130
31 - 90 days past due
12
8
—
4
24
91 - 120 days past due
4
3
—
1
8
121 days and greater past due
4
2
—
—
6
Total
$
734 $
292 $
2 $
140 $
1,168
Originated - Unsecuritized
December 31, 2024
($ in millions)
HGV
DRI
Grand Islander
Bluegreen
Total
Current
$
683 $
389 $
44 $
301 $
1,417
31 - 90 days past due
15
15
1
7
38
91 - 120 days past due
6
6
1
3
16
121 days and greater past due
144
143
1
5
293
Total
$
848 $
553 $
47 $
316 $
1,764
Originated - Securitized
December 31, 2023
($ in millions)
HGV
DRI
Grand Islander
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
105
Originated - Unsecuritized
December 31, 2023
($ in millions)
HGV
DRI
Grand Islander
Bluegreen
Total
Current
$
723 $
366 $
6 $
— $
1,095
31 - 90 days past due
16
18
—
—
34
91 - 120 days past due
4
7
—
—
11
121 days and greater past due
91
95
—
—
186
Total
$
834 $
486 $
6 $
— $
1,326
Acquired Timeshare Financing Receivables
Our gross balances by average FICO score of our acquired timeshare financing receivables were as follows:
Acquired
December 31, 2024
($ in millions)
Legacy-DRI
Legacy-Grand
Islander
Legacy-Bluegreen
Total
FICO score
700+
$
159 $
44 $
385 $
588
600-699
114
13
203
330
<600
25
—
8
33
No score(1)
9
120
4
133
Total
$
307 $
177 $
600 $
1,084
(1) Timeshare financing receivables without a FICO score are primarily related to foreign borrowers.
Acquired
December 31, 2023
($ in millions)
Legacy-DRI
Legacy-Grand
Islander
Legacy-Bluegreen
Total
FICO score
700+
$
256 $
66 $
— $
322
600-699
189
20
—
209
<600
42
—
—
42
No score(1)
12
180
—
192
Total
$
499 $
266 $
— $
765
(1) Timeshare financing receivables without a FICO score are primarily related to foreign borrowers.
106
The following tables details our gross acquired timeshare financing receivables by the origination year and
average FICO score as of December 31, 2024:
Acquired Timeshare Financing Receivables
($ in millions)
2024
2023
2022
2021
2020
Prior
Total
FICO score
700+
$
15 $
212 $
89 $
72 $
53 $
147 $
588
600-699
6
86
52
49
35
102
330
<600
—
2
2
5
6
18
33
No score(1)
—
28
21
12
16
56
133
Total
$
21 $
328 $
164 $
138 $
110 $
323 $
1,084
Current period gross write-offs $
— $
60 $
33 $
33 $
30 $
102 $
258
(1) Timeshare financing receivables without a FICO score are primarily related to foreign borrowers.
As of December 31, 2024 and 2023, we had ceased accruing interest on acquired timeshare financing receivables
with an aggregate principal balance of $231 million and $279 million, respectively. The following tables detail an aged
analysis of our gross timeshare receivables balance:
Acquired - Securitized
December 31, 2024
($ in millions)
Legacy-DRI
Legacy-Grand
Islander
Legacy-Bluegreen
Total
Current
$
104 $
84 $
418 $
606
31 - 90 days past due
4
1
17
22
91 - 120 days past due
1
—
8
9
121 days and greater past due
2
1
1
4
Total
$
111 $
86 $
444 $
641
Acquired - Unsecuritized
December 31, 2024
($ in millions)
Legacy-DRI
Legacy-Grand
Islander
Legacy-Bluegreen
Total
Current
$
36 $
68 $
112 $
216
31 - 90 days past due
2
2
5
9
91 - 120 days past due
1
1
2
4
121 days and greater past due
157
20
37
214
Total
$
196 $
91 $
156 $
443
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
107
Acquired - Unsecuritized
December 31, 2023
($ in millions)
Legacy-DRI
Legacy-Grand
Islander
Legacy-Bluegreen
Total
Current
$
92 $
177 $
— $
269
31 - 90 days past due
5
3
—
8
91 - 120 days past due
2
1
—
3
121 days and greater past due
258
13
—
271
Total
$
357 $
194 $
— $
551
NOTE 8: INVENTORY
Inventory was comprised of the following:
December 31,
($ in millions)
2024
2023
Completed unsold VOIs
$
1,898 $
1,259
Construction in process
345
140
Land, infrastructure and other
1
1
Total
$
2,244 $
1,400
For the year ended December 31, 2024, we recorded non-cash operating activity transfers, net of $271 million
related to the registrations for timeshare units under construction for four properties from Property and equipment, net to
Inventory. As VOI inventory is constructed, it is recorded into Property and equipment, net until such units are registered
and made available for sale. Once registered and available for sale, the units are then transferred into Inventory. See Note
24: Supplemental Disclosures of Cash Flow Information for information regarding non-cash transfers.
The table below presents cost of sales true-ups relating to VOI products and the related impacts to the carrying
value of inventory and cost of VOI sales:
Year Ended December 31,
($ in millions)
2024
2023
2022
Cost of sales true-up(1)
$
23 $
61 $
23
(1) Costs of sales true-up decreased cost of VOI sales and increased inventory in all periods presented.
NOTE 9: PROPERTY AND EQUIPMENT
Property and equipment were comprised of the following:
December 31,
($ in millions)
2024
2023
Land
$
283 $
232
Building and leasehold improvements
491
415
Furniture and equipment
134
113
Construction in progress
147
221
1,055
981
Accumulated depreciation
(263)
(223)
Total
$
792 $
758
Depreciation expense on property and equipment was $52 million, $51 million, and $52 million for the years
ended December 31, 2024, 2023 and 2022, respectively.
We recognized a $2 million impairment for the year ended December 31, 2024 related to the closure of certain
sales centers. There were no impairment charges for the year ended December 31, 2023. During the year ended
108
December 31, 2022, we recorded a reversal of impairment expense of $7 million, corresponding with an asset
reclassification and an impairment charge of $4 million for retirement of certain assets.
NOTE 10: CONSOLIDATED VARIABLE INTEREST ENTITIES
As of December 31, 2024, we consolidated 17 VIEs. The activities of these entities are limited to purchasing
qualifying non-recourse timeshare financing receivables from us and issuing debt securities and/or borrowing under a debt
facility to facilitate such purchases. The timeshare financing receivables held by these entities are not available to our
creditors and are not our legal assets, nor is the debt that is securitized through these entities a legal liability to us.
We have determined that we are the primary beneficiaries of the 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 often replace or repurchase timeshare financing receivables that are in default at their outstanding principal amounts.
Additionally, we have the right to receive benefits that could be significant to them. Only the assets of our VIEs are
available to settle the obligations of the respective entities.
As part of the Grand Islander Acquisition, we acquired the variable interests in the entities associated with Grand
Islander outstanding timeshare financing receivables securitization transactions. They have been aggregated for disclosure
purposes as they are similar in nature to our previously established VIEs. We also assumed a timeshare facility that had an
outstanding balance of $124 million as of December 31, 2023 and was considered a VIE. The timeshare facility was
terminated in January 2024.
As part of the Bluegreen Acquisition, we acquired variable interest entities, including those associated with
Bluegreen's outstanding timeshare financing receivables securitization transactions. They have been aggregated for
disclosure purposes as they are similar in nature to our previously established VIEs.
See Note 15: Debt and Non-recourse Debt for additional information regarding acquired VIEs.
Our consolidated balance sheets included the assets and liabilities of these entities, which primarily consisted of
the following:
December 31,
($ in millions)
2024
2023
Restricted cash
$
193 $
48
Timeshare financing receivables, net
1,975
1,395
Non-recourse debt, net
2,285
1,466
NOTE 11: INVESTMENTS IN UNCONSOLIDATED AFFILIATES
As of December 31, 2024 and 2023, we had ownership interests in BRE Ace LLC and 1776 Holding LLC, which
are VIEs. We do not consolidate BRE Ace LLC and 1776 Holding LLC because we are not the primary beneficiary. These
two unconsolidated affiliates have aggregated debt balances of $384 million and $427 million as of December 31, 2024 and
2023, respectively. The debt is secured by their assets and is without recourse to us. Our maximum exposure to loss as a
result of our investment interests in the two unconsolidated affiliates is primarily limited to (i) the carrying amount of the
investments which totaled $73 million and $71 million as of December 31, 2024 and 2023, respectively and (ii) receivables
for commission and other fees earned under fee-for-service arrangements. See Note 21: Related Party Transactions for
additional information.
During each of the years ended December 31, 2024 and 2023, we received a cash distribution of approximately
$16 million from our investment in BRE Ace LLC.
For these VIEs, our investment interests are included in the consolidated balance sheets as Investments in
unconsolidated affiliates, and equity earned is included in the consolidated statements of income as Equity in earnings from
unconsolidated affiliates.
As part of the Bluegreen Acquisition, we obtained variable interests within statutory business trusts (collectively,
the “Trusts”) formed previously by wholly owned subsidiaries of Bluegreen. Each subsidiary issued trust preferred
securities as part of a larger pooled trust securities offering which was not registered under the Securities Act of 1933 and
invested the proceeds thereof in its junior subordinated debentures. The Trusts were VIEs in which the subsidiaries are not
the primary beneficiaries. As of December 31, 2024, we paid down $171 million, which represented the full balance of the
junior subordinated debentures acquired as part of the Bluegreen acquisition. See Note 15: Debt and Non-recourse Debt for
additional information.
109
NOTE 12: INTANGIBLE ASSETS
Intangible assets and related amortization expense were as follows:
December 31, 2024
($ in millions)
Gross Carrying Amount
Accumulated Amortization
Net Carrying Amount
Trade name
$
48 $
(22) $
26
Management contracts
1,819
(479)
1,340
Club member relationships
174
(76)
98
Capitalized software
302
(167)
135
Marketing agreements
154
(11)
143
Other contract-related intangible assets
50
(5)
45
Total
$
2,547 $
(760) $
1,787
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
We acquired definite-life intangible assets as part of the Bluegreen Acquisition in the amount of $755 million as of
the Bluegreen Acquisition Date. Refer to Note 3: Acquisitions for additional information.
Amortization expense on intangible assets was $216 million, $163 million, and $192 million for the years ended
December 31, 2024, 2023 and 2022, respectively. As of December 31, 2024, the weighted average life on trade name was
4.6 years, management agreements was 30.3 years, club member relationships was 13.7 years, capitalized software was 2.9
years, marketing agreements was 16.1 years, and other contract-related intangible was 10.0 years. During the year ended
December 31, 2022, we recognized $3 million of intangible impairment charges. No intangible impairment charges were
recognized during the years ended December 31, 2024, and 2023.
As of December 31, 2024, our future amortization expense for our amortizing intangible assets is estimated to be
as follows:
($ in millions)
Future Amortization Expense
2025
$
221
2026
195
2027
168
2028
127
2029
120
Thereafter
956
Total
$
1,787
110
NOTE 13: OTHER ASSETS
Other assets were as follows:
December 31,
($ in millions)
2024
2023
Deferred selling, marketing, general and administrative expenses
25
20
Prepaid expenses
96
89
Cloud computing arrangements
17
19
Interest receivable
29
21
Deferred income tax assets
12
9
Interest rate swap
37
42
Other
174
114
Total
$
390 $
314
NOTE 14: ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER
Accounts payable, accrued expenses and other were as follows:
December 31,
($ in millions)
2024
2023
Accrued employee compensation and benefits
$
160 $
122
Accounts payable
180
144
Bonus point incentive liability
52
54
Due to Hilton
53
48
Income taxes payable
83
28
Sales and other taxes payable
158
150
Interest payable
48
16
Accrued legal settlements
7
123
Other accrued expenses(1)
384
267
Total
$
1,125 $
952
(1) Other accrued expenses includes amounts due to HOAs and various accrued liabilities.
111
NOTE 15: DEBT AND NON-RECOURSE DEBT
Debt
The following table details our outstanding debt balance and its associated interest rates:
December 31,
($ in millions)
2024
2023
Debt(1)
Senior secured credit facility
Term loan A with a rate of 6.107%, due 2028
$
400 $
—
Term loan B with a rate of 6.857%, due 2028
858
1,271
Term loan B with a rate of 6.607%, due 2031
893
—
Revolver with a rate of 6.737%, due 2026
233
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
—
Other debt(4)
38
33
Total debt, gross
4,672
3,092
Less: unamortized deferred financing costs and discounts(2)(3)(5)
(71)
(43)
Total debt, net
$
4,601 $
3,049
(1) As of December 31, 2024 and 2023, weighted-average interest rates were 6.140% and 6.649%, respectively.
(2) Amount includes unamortized deferred financing costs related to our term loan and senior notes of $39 million and $25 million, respectively, as of
December 31, 2024 and $21 million and $17 million, respectively, as of December 31, 2023. This amount also includes unamortized original issuance
discounts of $5 million as of December 31, 2024 and 2023, respectively.
(3) Amount does not include unamortized deferred financing costs of $3 million as of December 31, 2024, and 2023, respectively, related to our revolving
facility which are included in Other assets in our consolidated balance sheets.
(4) This amount includes $6 million related to the recourse portion on the NBA Receivables Facility, which is generally limited to the greater of 15% of
the outstanding borrowings and $5 million, subject to certain exceptions.
(5) Amount also includes unamortized discount of $2 million related to the Bluegreen debt recognized at the Bluegreen Acquisition Date.
Senior Secured Credit Facilities
On January 17, 2024, we entered into Amendment No. 4 (the “Amendment”) to the Credit Agreement and
incurred $900 million of new term loans that will mature on January 17, 2031. Proceeds from the new term loans were
used to pay the Bluegreen Acquisition consideration, fees and expenses incurred in connection with the Amendment and to
refinance the repayment of certain indebtedness of Bluegreen and its subsidiaries.
On April 8, 2024, we amended our Term Loan B due 2028 under the Senior secured credit facility. Under the
amendment, the new interest rate is SOFR plus 2.50%, down from SOFR plus 2.75%. Also, the credit spread adjustment
for the Term Loan B due 2028 was removed. On July 18, 2024, we amended our Term Loan B due 2031 under the Senior
secured credit facility. Under the amendment, the new interest rate is SOFR plus 2.25%, down from SOFR plus 2.75%.
On October 8, 2024, we entered into a new $400 million senior secured term loan (“Term Loan A”) due January
2028, with a pricing of SOFR plus 1.75%. The proceeds were used to partially pre-pay the Term Loan B due 2028.
During the year ended December 31, 2024, we repaid $1.2 billion under the senior secured credit facilities. As of
December 31, 2024, we had $52 million of letters of credit outstanding under the revolving credit facility and $1 million
outstanding backed by cash collateral. We were in compliance with all applicable maintenance and financial covenants and
ratios as of December 31, 2024. As of December 31, 2024, we have $715 million remaining borrowing capacity under the
revolver facility.
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 SOFR-based senior secured credit facility. As of December 31, 2024,
these interest rate swaps convert the SOFR-based variable rate on our Term Loan B due 2028 to average fixed rates of
1.55% per annum with maturities between 2026 and 2028, for the balance on this borrowing up to the notional values of
our interest rate swaps. As of December 31, 2024, the aggregate notional values of the interest rate swaps under our Term
Loan B due 2028 was $550 million. Our interest rate swaps have been designated and qualify as cash flow hedges of
interest rate risk and recorded at their estimated fair value as an asset in Other assets in our consolidated balance sheets. As
of December 31, 2024 and 2023, the estimated fair value of our cash flow hedges was $37 million and $42 million,
112
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 consolidated statements of cash
flows.
The following table reflects the activity, net of tax, in Accumulated other comprehensive income related to our
derivative instruments during the year ended December 31, 2024:
Net unrealized gain on
derivative instruments
Balance as of December 31, 2023
$
32
Other comprehensive income before reclassifications, net
11
Reclassifications to net income
(15)
Balance as of December 31, 2024
$
28
Senior Notes due 2032
On January 2024, we completed an offering for $900 million aggregate principal amount of 6.625% senior
secured notes due 2032 (“Senior Notes due 2032”) issued by our wholly-owned subsidiaries, Hilton Grand Vacations
Borrower Escrow, LLC and Hilton Grand Vacations Borrower Escrow, Inc. Proceeds from the new secured notes were used
to pay the Bluegreen Acquisition consideration, fees and expenses incurred in connection with the Amendment and to
refinance the repayment of certain indebtedness of Bluegreen and its subsidiaries. The Senior Notes due 2032 are
guaranteed on a senior secured basis by certain of our subsidiaries. We were in compliance with all applicable financial
covenants as of December 31, 2024.
Senior Notes due 2029 and 2031
The Senior Unsecured Notes are guaranteed on a senior unsecured basis by certain of our subsidiaries. We were in
compliance with all applicable financial covenants as of December 31, 2024.
Junior subordinated debentures
As part of the Bluegreen Acquisition, we assumed junior subordinated debentures. During the year ended
December 31, 2024, the junior subordinated debentures were paid down in full for $171 million. See Note 11: Investments
in Unconsolidated Affiliates for additional information.
113
Non-recourse Debt
The following table details our outstanding non-recourse debt balance and associated interest rates:
December 31,
($ in millions)
2024
2023
Non-recourse debt(1)
Timeshare Facility with an average rate of 5.818%, due 2027(2)
$
428 $
400
Grand Islander Timeshare Facility with an average rate of 6.716%, due 2029
—
124
HGV Securitized Debt 2018 with a weighted average rate of 3.602%, due 2032
41
66
HGV Securitized Debt 2019 with a weighted average rate of 2.431%, due 2033
48
70
HGV Securitized Debt 2022-1 with a weighted average rate of 4.304%, due 2034
78
118
HGV Securitized Debt 2022-2 with a weighted average rate of 4.826%, due 2037
129
188
HGV Securitized Debt 2023 with a weighted average rate of 5.937%, due 2038
172
264
HGV Securitized Debt 2024-2 with a weighted average rate of 5.685%, due 2038
302
—
HGV Securitized Debt 2024-1 with a weighted average rate of 6.419%, due 2039
175
—
HGV Securitized Debt 2020 with a weighted average rate of 3.658%, due 2039
67
95
HGV Securitized Debt 2024-3 with a weighted average rate of 5.182%, due 2040
482
—
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
37
55
Diamond Resorts Owner Trust 2021 with a weighted average rate of 2.160%, due
2033
61
87
Bluegreen Securitized Debt 2018 with a weighted average rate of 4.019%, due 2034
17
—
Bluegreen Securitized Debt 2020 with a weighted average rate of 2.597%, due 2036
40
—
Bluegreen Securitized Debt 2022 with a weighted average rate of 4.599%, due 2037
87
—
Bluegreen Securitized Debt 2023 with a weighted average rate of 6.321%, due 2038
147
—
Quorum Purchase Facility with an average rate of 5.020%, due 2034
6
—
NBA Receivables Facility with an average rate of 6.110%, due 2031(5)
33
—
Total non-recourse debt, gross
2,350
1,482
Less: unamortized deferred financing costs and discounts(3)(4)
(32)
(16)
Total non-recourse debt, net
$
2,318 $
1,466
(1) As of December 31, 2024, and 2023, weighted-average interest rates were 5.235% and 5.095%, respectively.
(2) The revolving commitment period of the Timeshare Facility terminates in November 2026; however the repayment maturity date extends 12 months
beyond the commitment termination date to November 2027.
(3) Amount relates to securitized debt only and does not include unamortized deferred financing costs of $2 million as of December 31, 2024, and 2023,
respectively, relating to the Timeshare Facility included in Other Assets in our consolidated balance sheets.
(4) Amount also includes unamortized discount of $2 million related to the Grand Islander securitized debt recognized at the Grand Islander Acquisition
Date and unamortized discount of $9 million related to the Bluegreen securitized and non-recourse debt recognized at the Bluegreen Acquisition Date.
(5) Recourse on the NBA Receivables Facility is generally limited to the greater of 15% of the outstanding borrowings and $5 million, subject to certain
exceptions.
In April 2024, we completed a securitization of approximately $240 million of gross timeshare financing
receivables and issued approximately $101 million of 5.75% notes, $58 million of 5.99% notes, $46 million of 6.62%
notes, and $35 million of 8.85% notes due September 2039. The issued notes are backed by pledged assets, consisting
primarily of a pool of Bluegreen timeshare financing receivables secured by first mortgages and a letter of credit. The notes
are a non-recourse obligation and are payable solely from the pool of timeshare financing receivables pledged as collateral
for the notes. The proceeds of the notes were used to pay down in part some of our existing debt and for other general
corporate purposes. Additionally, in connection with the securitization, we incurred $4 million in debt issuance costs.
In May 2024, we completed a securitization of approximately $375 million of gross timeshare financing
receivables and issued approximately $217 million of 5.50% notes, $80 million of 5.65% notes, $57 million of 5.99%
notes, and $21 million of 6.91% notes due March 2038. The issued notes are backed by pledged assets, consisting primarily
of a pool of timeshare loans secured by first mortgages, first deeds of trust, membership interests or timeshare interests
(other than a fee simple interest in real estate). The notes are a non-recourse obligation and are payable solely from the
timeshare financing receivables pledged as collateral for the notes. The proceeds of the notes were used to pay down in part
114
some of our existing debt and for other general corporate purposes. Additionally, in connection with the securitization, we
incurred $5 million in debt issuance costs.
In November 2024, we completed a securitization of approximately $500 million of timeshare financing
receivables and issued approximately $273 million of 4.98% notes, $147 million of 5.27% notes, and $80 million of 5.71%
notes due August 2040. The issued notes are backed by pledged assets, consisting of a pool of HGV, Diamond Resorts, and
Bluegreen Vacations collateral combined, secured by first mortgages, first deeds of trust, membership interests or timeshare
interests (other than a fee simple interest in real estate) and a Letter of Credit. The notes are a non-recourse obligation and
are payable solely from the pool of timeshare financing receivables pledged as collateral for the notes. The proceeds of the
notes were used to pay down in part some of our existing debt and for other general corporate purposes. Additionally, in
connection with the securitization, we incurred $7 million in debt issuance costs.
The Timeshare Facility is a non-recourse obligation payable solely from the pool of timeshare financing
receivables pledged as collateral and related assets. In March 2024, we renewed our Timeshare Facility agreement under
new terms, which included extending the commitment and maturity period to March 2026 and March 2027, respectively,
and permitting to pledge as collateral certain timeshare loans associated to Grand Islander. In November 2024, we amended
our Timeshare Facility agreement which included terms to increase the capacity to $850 million, amend the commitment
and maturity periods to November 2026 and November 2027, respectively, and permitted to pledge as collateral certain
timeshare loans associated with Bluegreen. As of December 31, 2024, the Timeshare Facility has a remaining borrowing
capacity of $423 million. On January 31, 2024, we terminated the Grand Islander Timeshare Facility. In connection with
the Bluegreen Acquisition, we acquired an additional timeshare facility which was subsequently terminated in February
2024.
During the year ended December 31, 2024, we repaid $814 million on the Timeshare Facility and $765 million on
Securitized Debt.
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 $193 million and $48 million as of December 31, 2024 and
2023, respectively, and were included in Restricted Cash in our consolidated balance sheets.
Debt Maturities
The contractual maturities of our debt and non-recourse debt as of December 31, 2024, were as follows:
($ in millions)
Debt
Non-recourse
Debt
Total
Year
2025
$
27 $
462 $
489
2026
260
387
647
2027
23
736
759
2028
1,239
239
1,478
2029
868
183
1,051
Thereafter
2,255
343
2,598
Total
$
4,672 $
2,350 $
7,022
115
NOTE 16: FAIR VALUE MEASUREMENTS
The carrying amounts and estimated fair values of our financial assets and liabilities, which are required for
disclosure, were as follows:
December 31, 2024
Fair Value
($ in millions)
Carrying
Amount
Level 1
Level 3
Assets:
Timeshare financing receivables, net(1)
$
3,006 $
— $
3,203
Liabilities:
Debt, net(2)
4,601
4,309
283
Non-recourse debt, net(2)
2,318
1,873
446
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 cash and cash equivalents, restricted cash, accounts receivable and advance deposits, all of which had fair
values approximating their carrying amounts due to the short maturities and liquidity of these instruments.
The estimated fair values of our originated and acquired timeshare financing receivables were determined using a
discounted cash flow model. Our model incorporates default rates, coupon rates, credit quality and loan terms respective to
the portfolio based on current market assumptions for similar types of arrangements.
The estimated fair value of our Level 2 derivative financial instruments was determined utilizing projected future
cash flows discounted based on an expectation of future interest rates derived from observable market interest rate curves
and market volatility. See Note 15: Debt and Non-recourse Debt above.
The estimated fair values of our Level 1 debt and non-recourse debt were based on prices in active debt markets.
The estimated fair value of our Level 3 debt and non-recourse debt were based on the following:
•
Debt – based on indicative quotes obtained for similar issuances or projected future cash flows
discounted at risk-adjusted rates.
•
Non-recourse debt – based on projected future cash flows discounted at risk-adjusted rates.
NOTE 17: LEASES
We lease sales centers, office space and equipment under operating leases. Our leases expire at various dates from
2025 through 2056, with varying renewal and termination options. Our lease terms include options to extend or terminate
the lease when it is reasonably certain that we will exercise that option.
During the years ended December 31, 2023 and 2022, we ceased utilizing certain offices as part of our integration
of business operations and recognized impairments of related operating lease right-of-use assets of $3 million and $6
million, respectively. We did not recognize any impairments during the year ended December 31, 2024.
116
We recognize rent expense on leases with both contingent and non-contingent lease payment terms. Rent
associated with non-contingent lease payments are recognized on a straight-line basis over the lease term. Contingent rental
expense includes short term and variable rent. Rent expense for all operating leases was as follows:
Year Ended December 31,
($ in millions)
2024
2023
2022
Minimum rentals
$
30 $
28 $
34
Contingent rentals
20
11
4
Total
$
50 $
39 $
38
Supplemental cash flow information related to operating leases was as follows:
Year Ended December 31,
($ in millions)
2024
2023
2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases
$
30 $
27 $
27
Right-of-use assets obtained in exchange for new lease liabilities:
Operating leases
26
9
25
Supplemental balance sheet information related to operating leases was as follows:
December 31,
2024
2023
Weighted-average remaining lease term of operating leases (in years)
6
6
Weighted-average discount rate of operating leases
4.90 %
4.85 %
The future minimum rent payments under non-cancelable operating leases as of December 31, 2024, are as
follows:
($ in millions)
Operating Leases
Year
2025
$
27
2026
21
2027
15
2028
12
2029
11
Thereafter
37
Total future minimum lease payments
123
Less: imputed interest
(23)
Present value of lease liabilities
$
100
NOTE 18: INCOME TAXES
Our tax provision includes federal, state and foreign income taxes payable. The domestic and foreign components
of our income before taxes and noncontrolling interests were as follows:
Year Ended December 31,
($ in millions)
2024
2023
2022
U.S. (loss) income before tax
$
(61) $
335 $
384
Foreign income before tax
197
114
97
Total income before taxes
$
136 $
449 $
481
117
The components of our provision for income taxes were as follows:
Year Ended December 31,
($ in millions)
2024
2023
2022
Current:
Federal
$
23 $
105 $
102
State
4
18
19
Foreign
78
36
46
Total current
105
159
167
Deferred:
Federal
(18)
(22)
(21)
State
(3)
(1)
(16)
Foreign
(8)
—
(1)
Total deferred
(29)
(23)
(38)
Total provision for income taxes
$
76 $
136 $
129
Reconciliations of our tax provision at the U.S. statutory rate to the provision for income taxes were as follows:
Year Ended December 31,
($ in millions)
2024
2023
2022
Statutory U.S. federal income tax provision
$
29 $
94 $
101
State and local income taxes, net of U.S. federal tax benefit
1
17
4
Taxes attributable to noncontrolling interest
(3)
—
—
Impact of foreign operations
27
10
17
Interest on installment sales, net of U.S. federal tax benefit
4
3
1
Uncertain tax positions
1
5
4
US permanent differences
12
2
—
Share-based compensation, net of IRC §162(m) limitation
3
2
3
Other
2
3
(1)
Provision for income taxes
$
76 $
136 $
129
Deferred income taxes represent the tax effect of the differences between the book and tax bases of assets and
liabilities plus carryforward items.
The compositions of net deferred tax balances were as follows:
December 31,
($ in millions)
2024
2023
Deferred tax assets
$
12 $
9
Deferred tax liabilities
(925)
(631)
Net deferred tax liability
$
(913) $
(622)
118
The tax effects of the temporary differences and carryforwards that give rise to our net deferred tax liability were
as follows:
December 31,
($ in millions)
2024
2023
Deferred tax assets:
Compensation
$
30 $
20
Domestic tax loss and credit carryforwards
130
35
Foreign tax loss carryforwards
44
41
Other reserves
261
177
465
273
Valuation allowance
(174)
(81)
Deferred tax assets
291
192
Deferred tax liabilities:
Property and equipment
(144)
(128)
Amortizable intangible assets
(419)
(251)
Deferred income
(641)
(435)
Deferred tax liabilities
(1,204)
(814)
Net deferred tax liability
$
(913) $
(622)
As of December 31, 2024, we have $276 million of federal net operating loss carryforwards, $20 million of
federal credit carryforwards, $987 million of state tax net operating loss carryforwards, $6 million of state tax credits, and
$170 million foreign net operating loss carryforwards. Most of these tax attributes are fully valued. The majority of our
federal and state tax attributes will expire through 2034, while our foreign tax losses can be carried forward indefinitely.
We establish valuation allowances for financial reporting purposes to offset certain deferred tax assets due to
uncertainty regarding our ability to realize them in the future. The valuation allowance increased from $81 million as of
December 31, 2023, to $174 million as of December 31, 2024, primarily due to acquired deferred tax assets from the
Bluegreen Acquisition for which no future tax benefit is expected.
Reconciliations of the amounts of unrecognized tax benefits were as follows:
December 31,
($ in millions)
2024
2023
2022
Unrecognized tax benefits at beginning of year
$
25 $
23 $
12
Current period tax position increases
3
2
2
Prior period tax position increases
—
3
11
Decreases due to lapse in applicable statute of limitations
(4)
(3)
(2)
Unrecognized tax benefits at end of year
$
24 $
25 $
23
We recorded $24 million and $25 million as of December 31, 2024 and 2023, respectively, excluding interest and
penalties, which would have favorably impacted the annual effective tax rate if recognized. We record these liabilities in
Accounts payable, accrued expenses and other in the consolidated balance sheet. The total liability accrued for interest and
penalties was $36 million and $34 million as of December 31, 2024, and 2023, respectively. We do not anticipate any
significant increases or decreases in our unrecognized tax benefits within the next twelve months.
We file federal, state and foreign income tax returns in jurisdictions with varying statute of limitations. We are
currently under audit in several tax jurisdictions. The open tax years for major tax jurisdictions are 2006 through 2024.
While there is no assurance as to the results, we believe we are adequately reserved for these audits.
The Organization for Economic Co-operation and Development (“OECD”) has created a framework for the
implementation of a global minimum tax rate of 15%, commonly referred to as Pillar Two. Certain countries in which we
do business have enacted Pillar Two legislation effective January 1, 2024, however, Pillar Two legislation did not have a
material impact to our income tax provision.
Although the Tax Act generally eliminates U.S. federal income tax on dividends from foreign subsidiaries, foreign
withholding taxes may be incurred if these profits are distributed. No income or deferred taxes have been accrued on
foreign earnings or other outside basis differences, as we intend to indefinitely reinvest these amounts in our foreign
119
operations. An estimate of these amounts is not practicable due to the inherent complexity of the multi-jurisdictional tax
environment in which we operate.
NOTE 19: SHARE-BASED COMPENSATION
Stock Plan
On May 3, 2023, the 2023 Omnibus Incentive Plan (“2023 Plan”) was approved by our shareholders to replace the
2017 Omnibus Incentive Plan and the 2017 Plan for Non-Employee Directors (the “2017 Plans”). The 2023 Plan authorizes
the issuance of restricted stock units (“Service RSUs” or “RSUs”), nonqualified stock options (“Options”), time and
performance-vesting restricted stock units (“Performance RSUs” or “PSUs”), and stock appreciation rights (“SARs”) to
certain employees and directors. Pursuant to the 2023 Plan, 5,240,000 shares of our common stock are reserved for
issuance. The 2017 Plans remain in place until all of the awards previously granted thereunder have been paid, forfeited or
expired. Shares underlying awards that are canceled or forfeited under the 2017 Plans without the issuance of any shares
are added to the 2023 Plan share pool. However, the shares which remained available for issuance under the 2017 Plans are
no longer available for issuance, and all future awards will be granted pursuant to the 2023 Plan.
On March 4, 2024, we filed a Registration Statement on Form S-8 to register 118,078 shares of common stock,
par value $0.01 per share, of HGV’s Common Stock that may be issued under the 2023 Plan in accordance with, and
subject to the terms and conditions of, an exception under Rule 303A.08 of the NYSE Listed Company Manual (“Rule
303A.08”). The shares of Common Stock registered represent the number of shares of Bluegreen common stock that were
available for issuance under the Bluegreen’s 2021 Incentive Plan immediately prior to the Bluegreen Acquisition, as
appropriately adjusted to reflect the Bluegreen Acquisition and assumed by HGV, in accordance with Rule 303A.08.
On March 5, 2024, our Board of Directors approved transaction incentive awards (“Transaction Incentive
Awards”) in connection with the Bluegreen Acquisition consisting of Performance RSUs and performance-based cash
awards (the “Performance Cash Awards”) for certain executive officers and employees. The Transaction Incentive Awards
were granted under, and pursuant to the terms and conditions of, the 2023 Plan, and the award agreements approved by the
Compensation Committee. The Performance Cash Awards are payable based on the level of achievement of pre-established
performance goals relating to run rate cost savings following an 18-month performance period commencing on the
Bluegreen Acquisition Date, and ending on June 30, 2025. On September 30, 2024, due to achievement of certain run rate
cost savings, fifty percent (50%) of the Performance Cash Awards vested and were payable to certain executive officers
and employees. These performance cash awards were included within Acquisition and integration-related expense in our
consolidated statements of income for the year ended December 31, 2024.
As of December 31, 2024, there were 3,930,194 shares of common stock available for future issuance under the
2023 plan. We recognized share-based compensation expense of $45 million, $39 million and $46 million during the years
ended December 31, 2024, 2023 and 2022, respectively. The total tax benefit recognized related to this compensation was
$8 million, $6 million and $6 million for the years ended December 31, 2024, 2023 and 2022, respectively. In addition, we
withheld common stock shares associated with net share settlements to cover tax withholding obligations upon the vesting
of awards under our employee equity incentive program. For the years ended December 31, 2024, 2023 and 2022, we
withheld approximately 445,000, 264,000 and 147,000 shares at a total cost of $21 million, $14 million and $8 million,
respectively, through net share settlements. Shares withheld to cover tax withholding obligations are retired.
As of December 31, 2024, unrecognized compensation cost for unvested awards was approximately $37 million,
which is expected to be recognized over a weighted average period of 1.7 years.
Service RSUs
Service RSUs vest in annual installments over three years from the date of grant, subject to the individual’s
continued employment through the applicable vesting date. Vested Service RSUs generally will be settled for common
stock. The grant date fair value is equal to closing stock price on the date of grant. The following table provides
information about our Service RSU grants for the last three fiscal years:
Year Ended December 31,
2024
2023
2022
Number of shares granted
717,858
537,964
800,378
Weighted average grant date fair value per share
$
44.00 $
48.60 $
44.12
Fair value of shares vested (in millions)
$
26 $
23 $
25
120
The following table summarizes the activity of our RSUs during the year ended December 31, 2024:
Number of
Shares
Weighted Average Grant
Date Fair Value
Outstanding, beginning of period
1,144,853
45.21
Granted
717,858
44.00
Vested
(588,583)
43.64
Forfeited
(47,747)
45.47
Outstanding, end of period
1,226,381
45.24
Options
Options vest over three years in annual installments from the date of grant, subject to the individual’s continued
employment through the applicable vesting date and will terminate 10 years from the date of grant or earlier on the
unvested portion of an individual whose service was terminated. The exercise price is equal to the closing price of the
common stock on the date of grant. The following table provides information about our option grants for the last three
fiscal years:
Year Ended December 31,
2024
2023
2022
Number of options granted
388,084
301,215
389,536
Weighted average exercise price per share
$
44.45 $
49.14 $
44.09
Weighted average grant date fair value per share
$
22.63 $
24.78 $
20.08
The weighted-average grant date fair value of each of these options were determined using the Black-Scholes-
Merton option-pricing model with the following assumptions: expected volatility is calculated 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; and expected term is estimated using the vesting period and contractual term of the Options:
Year Ended December 31,
2024
2023
2022
Expected volatility
47.7 %
46.8 %
45.8 %
Dividend yield(1)
— %
— %
— %
Risk-free rate
4.1% - 4.3%
4.2 %
1.7 %
Expected term (in years)
6.0
6.0
6.0
(1) At the date of grant we had no plans to pay dividends during the expected term of these options.
The following table summarizes the activity of our options during the year ended December 31, 2024:
Number
of Shares
Weighted Average Exercise
Price Per Share
Outstanding, beginning of period
2,417,718 $
36.65
Granted
388,084
44.45
Exercised
(205,463)
30.38
Forfeited, canceled or expired
(23,361)
45.45
Outstanding, end of period
2,576,978
38.24
Exercisable, end of period
1,885,026
35.51
As of December 31, 2024, we had 1,885,026 options outstanding that were exercisable with an aggregate intrinsic
value of $10 million and weighted average remaining contractual term of approximately 4.9 years. The intrinsic value of all
options exercised during the year was $3.1 million.
Performance RSUs
During the year ended December 31, 2024, we issued 156,809 Performance RSUs with a weighted-average grant
date fair value of $44.54. 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
121
related to sales of VOIs of projects under construction. The remaining 50% of the Performance RSUs are subject to the
achievement of certain contract sales targets.
As part of the Transaction Incentive Awards, we issued 275,477 Performance RSUs with a grant date fair value of
$44.32. These Performance RSUs are settled at the end of a 2-year performance period commencing as of the Bluegreen
Acquisition Date, with 50% of the Performance RSUs subject to achievement based on the Company’s adjusted earnings
before interest expense, taxes and depreciation and amortization, further adjusted for net deferral and recognition of
revenues and related direct expenses related to sales of VOIs of projects under construction. The remaining 50% of the
Performance RSUs are subject to the achievement of certain run rate cost savings. These Performance RSUs are subject to
the executive’s continued employment with the Company.
Compensation expense will be recorded through the end of the performance period if it is deemed probable that
the performance goals will be met. If the performance goals are not met, no compensation cost will be recognized and any
previously recognized compensation cost will be reversed. We determined that the performance conditions for our
Performance RSUs are probable of achievement and we recognized compensation expense based on the number of
Performance RSUs we expect to vest.
The following table provides information about our Performance RSU grants for the last three fiscal years:
Year Ended December 31,
2024
2023
2022
Number of shares granted
432,286
119,887
93,064
Weighted average grant date fair value per share
$
44.40 $
49.14 $
44.09
Fair value of shares vested (in millions)
$
29 $
8 $
—
The following table summarizes the activity of our Performance RSUs during the year ended December 31, 2024:
Number of
Shares
Weighted Average Grant
Date Fair Value
Outstanding, beginning of period
560,167 $
42.77
Granted
432,286
44.40
Performance achievement shares adjustment (1)
272,160
40.96
Vested
(714,604)
41.03
Forfeited, canceled or expired
—
—
Outstanding, end of period
550,009
45.41
(1) Reflects the number of shares achieved above target, based on actual performance as determined at the completion of the performance period for the
August 2021 and March 2022 Performance RSU grants
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 Plan, we reserved 2.5 million shares of common
stock which may be purchased under the ESPP. The ESPP allows eligible employees to purchase shares of our common
stock at a price per share not less than 95% of the fair market value per share of common stock on the purchase date, up to
a maximum threshold established by the plan administrator for the offering period. For the year ended December 31, 2022,
we issued 121,095 shares and recognized less than $1 million of compensation expense related to this plan.
During the fourth quarter of 2022, the Board of Directors amended the ESPP plan to allow eligible employees to
purchase shares of our common stock at a price per share not less than 85% of the fair market value per share of common
stock on the first day of the Purchase Period or the last day of the Purchase Period, whichever is lower, up to a maximum
threshold established by the plan administrator for the offering period. The amendment became effective in 2023. During
the years ended December 31, 2024 and 2023, we issued 326,330 and 221,562 shares, respectively, and recognized $2
million and $1 million of compensation expense, respectively, related to this plan.
122
NOTE 20: EARNINGS PER SHARE
The following tables present the calculation of our basic and diluted EPS and the corresponding weighted average
shares outstanding referenced in these calculations for the years ended December 31, 2024, 2023, and 2022.
Year Ended December 31,
($ and shares outstanding in millions, except per share amounts)
2024
2023
2022
Basic EPS:
Numerator:
Net income attributable to stockholders
$
47 $
313 $
352
Denominator:
Weighted average shares outstanding
101.9
110.1
118.0
Basic EPS(1)
$
0.46 $
2.84 $
2.98
Diluted EPS:
Numerator:
Net income attributable to stockholders
$
47 $
313 $
352
Denominator:
Weighted average shares outstanding
103.1
111.6
119.6
Diluted EPS(1)
$
0.45 $
2.80 $
2.93
Basic weighted average shares outstanding
101.9
110.1
118.0
RSUs(2), PSUs(3), Options(4) and ESPP
1.2
1.5
1.6
Diluted weighted average shares outstanding
103.1
111.6
119.6
(1) Earnings per share amounts are calculated using whole numbers.
(2) There were no anti-dilutive RSUs for the years ended December 31, 2024, 2023, and 2022, respectively.
(3) There were no anti-dilutive PSUs for the years ended December 31, 2024, 2023, and 2022, respectively.
(4) Excludes approximately 1,140,000, 818,000 and 760,000 shares of Options that would have been anti-dilutive to EPS for the years ended December 31,
2024, 2023, and 2022, respectively, under the treasury stock method. These Options could potentially dilute EPS in the future.
Share Repurchases
On May 3, 2023, our Board of Directors approved a share repurchase program authorizing the Company to
repurchase up to an aggregate of $500 million of its outstanding shares of common stock over a two-year period (the "2023
Repurchase Plan"). On August 7, 2024, our Board of Directors approved a new share repurchase program authorizing the
Company to repurchase up to an aggregate of $500 million of its outstanding shares of common stock over a two-year
period (the "2024 Repurchase Plan") which is in addition to the 2023 Repurchase Plan. The repurchases can be made
through any combination of open market purchases, accelerated share repurchases, privately negotiated transactions or an
other permissible manner. The timing and actual number of shares repurchased will depend on a variety of factors,
including the stock price, corporate and regulatory requirements and other market and economic conditions. The shares are
retired upon repurchase. The stock repurchase programs may be suspended or discontinued at any time and will
automatically expire at the end of each plan's respective term. As of December 31, 2024, $428 million remains available to
be repurchased under the 2024 Repurchase Plan.
The following table summarizes stock repurchase activity under the share repurchase programs as of
December 31, 2024:
(in millions)
Shares
Cost
As of December 31, 2023
31 $
1,117
Repurchases
10
432
As of December 31, 2024
41 $
1,549
From January 1, 2025, through February 20, 2025, we repurchased approximately 1.6 million shares for
$66 million. As of February 20, 2025, we had $361 million of remaining availability under the 2024 Repurchase Plan.
123
NOTE 21: RELATED PARTY TRANSACTIONS
BRE Ace LLC and 1776 Holding, LLC
We hold an ownership interest in BRE Ace LLC, a VIE, which owns a timeshare resort property and related
operations, commonly known as “Elara, a Hilton Grand Vacations Club.”
We hold an ownership interest in 1776 Holdings, LLC, a VIE, which owns a timeshare resort property and related
operations, known as “Liberty Place Charleston, a Hilton Club.”
We record Equity in earnings from our unconsolidated affiliates in our consolidated statements of income. See
Note 11: Investments in Unconsolidated Affiliates for additional information. Additionally, we earn commissions and other
fees related to fee-for-service agreements with the investees to sell VOIs at Elara, a Hilton Grand Vacations Club and
Liberty Place Charleston, a Hilton Club. These amounts are summarized in the following table and are included in Sales,
marketing, brand, and other fees on our consolidated statements of income as of the date they became related parties.
December 31,
($ in millions)
2024
2023
2022
Equity in earnings from unconsolidated affiliates
$
18 $
12 $
13
Commissions and other fees
165
204
200
We also had $5 million and $19 million of outstanding receivables related to the fee-for-service agreements
included in Accounts receivable, net on our consolidated balance sheets as of December 31, 2024 and 2023, respectively.
Apollo Global Management Inc. ("Apollo")
As part of the Diamond Acquisition in 2021, Apollo obtained more than 20% of our common stock. We did not
have outstanding balances or any transactions due to/from Apollo as of and for the years ended December 31, 2023, and
2022, respectively. During the year ended December 31, 2024, we received a reimbursement from Apollo of approximately
$1 million for expenses incurred on their behalf.
NOTE 22: BUSINESS SEGMENTS
We operate our business through the following two reportable segments based on the nature of the products and
services provided:
•
Real estate sales and financing – We market and sell VOIs that we own. We also source VOIs through
fee-for-service agreements with third-party developers. Related to the sales of the VOIs that we own, we
provide consumer financing, which includes interest income generated from the origination of consumer
loans to customers to finance their purchase of VOIs and revenue from servicing the loans. We also
generate fee revenue from servicing the loans provided by third-party developers to purchasers of their
VOIs.
•
Resort operations and club management – We manage the clubs and earn activation fees, annual dues
and transaction fees from member exchanges for other vacation products. We also earn fees for managing
the timeshare properties. We generate rental revenue from unit rentals of unsold inventory and inventory
made available due to ownership exchanges under our club programs. We also earn revenue from food
and beverage, retail and spa outlets at our timeshare properties.
Our chief operating decision maker “CODM” is our Chief Executive Officer. The CODM is our primary decision
maker and is responsible for allocating resources to the components of the company and assessing company performance.
The CODM uses Adjusted EBITDA to allocate resources (including employees and financial or capital resources) in the
budgeting and forecasting process as well as assess performance and profitability for each segment. The performance of
our operating segments, which are also our reportable segments, is evaluated based on adjusted earnings before interest
expense (excluding non-recourse debt), taxes, depreciation and amortization (“EBITDA”). We define Adjusted EBITDA as
EBITDA, further adjusted to exclude certain items, including, but not limited to, gains, losses and expenses in connection
with: (i) other gains, including asset dispositions and foreign currency transactions; (ii) debt restructurings/retirements; (iii)
non-cash impairment losses; (iv) share-based and other compensation expenses; and (v) other items, including but not
limited to costs associated with acquisitions, restructuring, amortization of premiums and discounts resulting from purchase
accounting, and other non-cash and one-time charges.
We do not include equity in earnings from unconsolidated affiliates in our measures of segment operating
performance.
124
The following table below presents revenues for our reportable segment results which include the acquired Grand
Islander and Bluegreen operations, within both segments and as of their respective acquisition dates, reconciled to
consolidated amounts:
Year Ended December 31,
($ in millions)
2024
2023
2022
Revenues:
Real estate sales and financing
$
3,010 $
2,357 $
2,378
Resort operations and club management(1)
1,528
1,291
1,197
Total segment revenues
4,538
3,648
3,575
Cost reimbursements
516
386
297
Intersegment eliminations(1)
(73)
(56)
(37)
Total revenues
$
4,981 $
3,978 $
3,835
(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. We account for intersegment revenues as if they were sales to third parties at current market prices.
The following tables present Adjusted EBITDA for our reportable segments:
For the year ended December 31, 2024
Real Estate and
Financing
Resort Operations and
Club Management
Total
Revenues from external customers
$
3,010
$
1,455
$
4,465
Intersegment revenues
—
73
73
Total segment revenues
3,010
1,528
4,538 (a)
Less:
Cost of VOI Sales
239
—
239
Selling expense
727
—
727
Marketing expense
914
—
914
Financing expense
188
—
188
Club expense
—
83
83
Property management expense
—
128
128
Rental expense
—
681
681
Other expenses
127
43
170
Total segment expenses
2,195 (b)
935 (c)
3,130
Other:
Share-based compensation expense
12
6
18
Other segment adjustment items
48
5
53 (d)
Intersegment elimination
(73)
—
(73) (a)
Segment Adjusted EBITDA
$
802
$
604
$
1,406
125
For the year ended December 31, 2023
Real Estate and
Financing
Resort Operations and
Club Management
Total
Revenues from external customers
$
2,357
$
1,235
$
3,592
Intersegment revenues
—
56
56
Total segment revenues
2,357
1,291
3,648 (a)
Less:
Cost of VOI Sales
194
—
194
Selling expense
501
—
501
Marketing expense
682
—
682
Financing expense
99
—
99
Club expense
—
60
60
Property management expense
—
117
117
Rental expense
—
573
573
Other expenses
98
39
137
Total segment expenses
1,574 (b)
789 (c)
2,363
Other:
Share-based compensation expense
12
3
15
Other segment adjustment items
15
(1)
14 (d)
Intersegment elimination
(56)
—
(56) (a)
Segment Adjusted EBITDA
$
754
$
504
$
1,258
126
For the year ended December 31, 2022
Real Estate and
Financing
Resort Operations and
Club Management
Total
Revenues from external customers
$
2,378
$
1,160
$
3,538
Intersegment revenues
—
37
37
Total segment revenues
2,378
1,197
3,575 (a)
Less:
Cost of VOI Sales
274
—
274
Selling expense
480
—
480
Marketing expense
551
—
551
Financing expense
103
—
103
Club expense
—
42
42
Property management expense
—
119
119
Rental expense
—
544
544
Other expenses
115
35
150
Total segment expenses
1,523 (b)
740 (c)
2,263
Other:
Share-based compensation expense
11
5
16
Other segment adjustment items
36
1
37 (d)
Intersegment elimination
(37)
—
(37) (a)
Segment Adjusted EBITDA
$
865
$
463
$
1,328
(a) Includes charges to the Real estate sales and financing segment from the Resort operations and club management segment for fulfillment of discounted
marketing package stays at resorts. We account for intersegment revenues as if they were sales to third parties at current market prices.
(b) Consists of Costs of VOI Sales, Sales and Marketing, and Financing expense on the statements of income.
(c) Consists of Resort and club management and Rental and ancillary services expense on the statements of income.
(d) Consists of costs associated with restructuring, one-time charges, other non-cash items, and for the Real Estate and Financing Segment, amortization of
fair value premiums and discounts resulting from purchase accounting.
127
The following table presents Adjusted EBITDA for our reportable segments reconciled to net income and net
income attributable to stockholders:
Year Ended December 31,
($ in millions)
2024
2023
2022
Adjusted EBITDA:
Real estate sales and financing(1)
$
802 $
754 $
865
Resort operations and club management(1)
604
504
463
Segment Adjusted EBITDA
1,406
1,258
1,328
Acquisition and integration-related expense
(237)
(68)
(67)
General and administrative
(199)
(194)
(212)
Depreciation and amortization
(268)
(213)
(244)
License fee expense
(171)
(138)
(124)
Other (loss) gain, net
(11)
2
(1)
Interest expense
(329)
(178)
(142)
Income tax expense
(76)
(136)
(129)
Equity in earnings from unconsolidated affiliates
18
12
13
Impairment expense
(2)
(3)
(17)
Other adjustment items(2)
(71)
(29)
(53)
Net income
60
313
352
Net income attributable to noncontrolling interest
13
—
—
Net income attributable to stockholders
$
47 $
313 $
352
(1) Includes intersegment transactions. Refer to our table presenting revenues by reportable segment above for additional discussion.
(2) These amounts include costs associated with share-based compensation, restructuring, one-time charges and other non-cash items included within our
reportable segments.
The following table presents total assets for our reportable segments, reconciled to consolidated amounts:
December 31,
($ in millions)
2024
2023
Real estate sales and financing
$
7,349 $
6,559
Resort operations and club management
3,163
1,735
Total segment assets
10,512
8,294
Corporate
930
391
Total assets
$
11,442 $
8,685
The following table presents capital expenditures for property and equipment (including inventory and leases) for
our reportable segments, reconciled to consolidated amounts:
Year Ended December 31,
($ in millions)
2024
2023
2022
Real estate sales and financing
$
152 $
61 $
26
Resort operations and club management
2
2
2
Total segment capital expenditures
154
63
28
Corporate
45
34
65
Total capital expenditures
$
199 $
97 $
93
NOTE 23: COMMITMENTS AND CONTINGENCIES
Bass Pro Shops Marketing Agreement Commitments
In November 2023, we entered into a 10-year exclusive marketing agreement with Bass Pro Shops (“Bass Pro”), a
nationally-recognized retailer of fishing, marine, hunting, camping and sports gear, that provides us with the right to market
and sell vacation packages at kiosks in Bass Pro’s and Cabela’s retail locations and through other means. This agreement
became effective on the Bluegreen Acquisition Date. As a part of this agreement, we are required to make certain minimum
128
annual payments and certain variable payments based upon the number of travel packages sold during the year or the
number of Bass Pro and Cabela’s retail locations HGV maintains during the year.
As of December 31, 2024, HGV had sales and marketing operations at a total of 133 Bass Pro Shops and Cabela’s
Stores, including 9 virtual kiosks.
Other Commitments
We have fulfilled certain arrangements with developers where we were committed to purchase vacation ownership
units or other real estate at a future date to be marketed and sold under our Hilton Grand Vacations brand. As of
December 31, 2024, we were committed to purchase approximately $15 million of inventory over a period of 2 years and
$21 million of other commitments in the normal course of business. We are also committed to an agreement to exchange
parcels of land in Hawaii, subject to the successful completion of zoning, land use requirements and other applicable
regulatory requirements. The actual amount and timing of the acquisitions are subject to change pursuant to the terms of
the respective arrangements, which could also allow for cancellation in certain circumstances.
During the years ended December 31, 2024, 2023 and 2022, we fulfilled $63 million, $156 million and $92
million, respectively, of purchases required under our inventory commitments. As of December 31, 2024, our remaining
obligations pursuant to these arrangements were expected to be incurred as follows:
($ in millions)
2025
2026
2027
2028
2029
Thereafter
Total
Marketing and license fee agreements $
57 $
37 $
38 $
38 $
38 $
134 $
342
Inventory purchase obligations(1)
6
9
—
—
—
—
15
Other commitments(2)
11
5
1
1
2
1
21
Total
$
74 $
51 $
39 $
39 $
40 $
135 $
378
(1) Includes commitments for a property in Missouri.
(2) Primarily relates to commitments related to information technology and sponsorships.
Litigation Contingencies
We are involved in litigation arising from the normal course of business, some of which includes claims for
substantial sums. We evaluate these legal proceedings and claims at each balance sheet date to determine the degree of
probability of an unfavorable outcome and, when it is probable that a liability has been incurred, our ability to reasonably
estimate the amount of loss. We record a contingent litigation liability when it is determined that it is probable that a
liability has been incurred and the amount of the loss can be reasonably estimated.
As of December 31, 2024, and 2023, we accrued liabilities of approximately $7 million and $123 million,
respectively, for all legal matters. In March 2022, there was a judgment entered against Diamond in connection with a case
filed in 2015 (O'Malley v. Diamond Resorts Management, Inc.). During the first quarter of 2024, the judgment entered in
O’Malley v. Diamond Resorts Management, Inc. was fully satisfied for approximately $104 million. Of this $104 million,
we made a payment of approximately $50 million and our insurance policies covered the remaining $54 million. Since we
received the portion from our insurance policies, we no longer have an insurance claim receivable within Accounts
receivable, net in our consolidated balance sheet as of December 31, 2024. During the years ended December 31, 2024,
2023 and 2022, we recognized charges of approximately $2 million, $33 million and $15 million, respectively, to General
and administrative in our consolidated statements of income that represents the amount of the settlement liability not
deemed probable of recovery from the insurance carriers, prior to the full settlement of the matter. In May 2024, we settled
an additional legal matter for approximately $13 million that was previously recorded in Accounts payable and accrued
expenses.
On July 22, 2024, an adverse interim award was entered in an arbitration related to a matter that existed as of the
Bluegreen Acquisition Date involving Bluegreen Vacations Unlimited, Inc., a Bluegreen subsidiary, in connection with an
alleged breach of a purchase and sale agreement for The Manhattan Club property in New York, New York. Prior to any
decision by the arbitration panel on potential damages for breach, the interim award allowed Bluegreen to propose a cure
for the breach. We and the opposing party both proposed forms of cure to the arbitration panel. On February 10, 2025, the
arbitration panel issued a decision on what is required to cure, which involves purchases of inventory and assuming the
management agreement at The Manhattan Club. We are proceeding towards complying and curing, with the first steps of
cure having been completed on February 20, 2025 and February 26, 2025.
We also filed a petition to vacate the interim award in the United States District Court for the Southern District of
New York. The petition was recently denied as premature. However, the order provides that once the panel issues a final
award (rather than an interim award), the Company may file a new petition.
129
While we currently believe that the ultimate outcome of these proceedings, individually and in the aggregate, will
not have a material effect on the Company’s financial condition, cash flows, or materially adversely affect overall trends in
our results of operations, legal proceedings are inherently uncertain and unfavorable rulings could, individually or in
aggregate, have a material adverse effect on the Company’s business, financial condition or results of operations.
Surety Bonds
We utilize surety bonds related to the sales of VOIs in order to meet regulatory requirements of certain states. The
availability, terms and conditions and pricing of such bonding capacity are dependent on, among other things, continued
financial strength and stability of the insurance company affiliates providing the bonding capacity, general availability of
such capacity and our corporate credit rating. We have commitments from surety providers in the amount of $670 million
as of December 31, 2024, which primarily consist of escrow, subsidy and construction related bonds.
NOTE 24: SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for interest, net was $354 million, $187 million and $175 million for the years ended December 31,
2024, 2023 and 2022, respectively. Cash paid for income taxes, net of refunds, was $36 million, $187 million and $141
million for the years ended December 31, 2024, 2023 and 2022, respectively.
The following non-cash activities were excluded from the consolidated statements of cash flows:
•
In 2024, we recorded non-cash operating activity transfers, net of $271 million related to the registrations
for timeshare units under construction for from Property and equipment, net to Inventory, pertaining to
properties in Hawaii and South Carolina.
•
In 2023, we completed the acquisition of Grand Islander, by exchanging 100% of the outstanding equity
interests of Grand Islander for $117 million. The purchase price of $117 million included cash
consideration, as well as 4 million of non-cash consideration attributable to the effective settlement of a
pre-existing relationship based on the contract value.
•
In 2023, we recorded non-cash operating activity transfer of $20 million to Property and equipment, net,
related to the purchase of units in South Carolina, of which $17 million was accrued within Accounts
payable, accrued expenses and other and the remaining $3 million was an inventory deposit in Other
Assets.
•
In 2023, we recorded non-cash operating activity transfers of $92 million related to the registrations for
timeshare units under construction from Property and equipment, net to Inventory, pertaining to
properties in Hawaii.
•
In 2022, we recorded non-cash operating activity transfer of $48 million related to certain undeveloped
land and infrastructure that was previously recorded within the classification of Land and infrastructure
held for sale to Property and equipment, net.
NOTE 25: SUBSEQUENT EVENTS
On January 31, 2025, we amended our Revolver Credit Facility ("Revolver") and both our Term Loan B due 2028
and Term Loan B due 2031. The terms of the Revolver were amended to reduce pricing spreads, expand covenants, reset
certain incurrence baskets and extend maturity to January 2030. The Term Loan B due 2028 was repriced to SOFR plus
2.00%, down from SOFR plus 2.50%. The Term Loan B due 2031 was repriced to SOFR plus 2.00%, down from SOFR
plus 2.25%. Additionally, the Term Loan A, due January 2028, was repriced to SOFR plus 1.65%, down from SOFR plus
1.75%.
130
ITEM 9.
Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
There were no changes in or disagreements with our accountants on accounting and financial disclosure matters.
ITEM 9A.
Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, including our Chief Executive Officer and Acting 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 annual report,
an evaluation was carried out under the supervision and with the participation of our management, including our Chief
Executive Officer and Acting Chief Financial Officer, of the effectiveness of our disclosure controls and procedures. Based
on that evaluation, our Chief Executive Officer and Acting Chief Financial Officer concluded that our disclosure controls
and procedures, as of the end of the period covered by this annual report, were effective to provide reasonable assurance
that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in SEC rules and forms and is accumulated and
communicated to our management, including the Chief Executive Officer and Acting Chief Financial Officer, as
appropriate to allow timely decisions regarding required disclosure.
Remediation of Previously Reported Material Weakness
We 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, 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 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.
Throughout the year ended December 31, 2024, our management executed upon its previously disclosed
remediation plan, which included: (i) a comprehensive review of user access and levels across all software platforms, (ii)
updating software as appropriate, (iii) updating and confirming appropriate user access levels, (iv) enhancing and revising
the design of existing information technology controls and procedures, and (v) adding additional controls and processes as
necessary to support internal controls over financial reporting. Our management completed testing of the implemented
controls during the quarter ended December 31, 2024, and found them to be operating effectively. As a result, management
has concluded that the material weakness in internal control over financial reporting has been remediated as of December
31, 2024.
Management’s Report on Internal Control Over Financial Reporting
We have set forth management's report on internal control over financial reporting and the attestation report of our
independent registered public accounting firm on the effectiveness of our internal control over financial reporting in Item 8
of this Annual Report on Form 10-K. Management's report on internal control over financial reporting is incorporated in
this Item 9A by reference.
During the first quarter of 2024, we completed the Bluegreen Acquisition, which was accounted for as a business
combination. In accordance with the SEC’s published guidance, because we acquired these operations during the year, we
excluded these operations from our efforts to comply with Section 404 with respect to 2024. The acquired operations of
Bluegreen Vacations Holding Corporation constituted approximately 26.0% of total assets as of December 31, 2024 and
19.8% and 15.4% of revenues and income before income taxes, respectively, for the year then ended. The SEC’s published
131
guidance specifies that the period in which management may omit an assessment of an acquired business’s internal control
over financial reporting from its assessment of the Company’s internal control may not extend beyond one year from the
date of acquisition.
Changes in Internal Control Over Financial Reporting
Other than changes made to integrate the Bluegreen acquisition into our controls over financial reporting, there
were no other changes in our internal controls over financial reporting during the fourth quarter of 2024 that have
materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B.
Other Information
None.
ITEM 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
132
PART III
ITEM 10.
Directors, Executive Officers and Corporate Governance
The information required by Item 10 of this Report will be included in our definitive proxy statement for the 2025
Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2024 (the
“2025 Proxy Statement”), which information is incorporated herein by this reference.
ITEM 11.
Executive Compensation
The information required by Item 11 will be included in our 2025 Proxy Statement, which is incorporated herein
by this reference.
ITEM 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
The information required by Item 12 will be included in our 2025 Proxy Statement, which is incorporated herein
by this reference.
ITEM 13.
Certain Relationships and Related Transactions, and Director Independence
The information required by Item 13 will be included in our 2025 Proxy Statement, which is incorporated herein
by this reference.
ITEM 14.
Principal Accountant Fees and Services
The information required by Item 14 will be included in our 2025 Proxy Statement, which is incorporated herein
by this reference.
PART IV
ITEM 15.
Exhibits and Financial Statement Schedules
The following documents are filed as part of this Form 10-K:
1.
All financial statements and the report of the Independent Registered Public Accounting Firm (PCAOB ID: 42).
See Index to Consolidated Financial Statements and Report of Independent Registered Public Accounting Firm on
page 77 of this Form 10-K.
2.
Financial Statement Schedules. The financial statement schedule entitled “Schedule II – Valuation and Qualifying
Accounts” has been omitted since the information required is included in the consolidated financial statements
and notes thereto. Other schedules are omitted because they are not required.
3.
Exhibits. See Exhibit Index.
ITEM 16.
Form 10-K Summary
None.
133
EXHIBIT INDEX
Exhibit No.
Description
2.1
Distribution Agreement among Hilton Worldwide Holdings Inc., Park Hotels & Resorts Inc. and Hilton
Grand Vacations Inc. (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form
8-K (File No. 001-37794) filed on January 4, 2017).
2.2(a)
Agreement and Plan of Merger, dated as of March 10, 2021, by and among Hilton Grand Vacations Inc.,
Hilton Grand Vacations Borrower LLC, Dakota Holdings, Inc., and certain stockholders named therein
(incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K (File No. 001-
37794) filed on March 11, 2021).
2.2(b)
Amendment to Agreement and Plan of Merger, dated as of July 7, 2021, by and among Hilton Grand
Vacations Inc., Hilton Grand Vacations Borrower LLC, Dakota Holdings, Inc., and AP VIII Dakota
Holdings, L.P., in its capacity as Seller Representative (incorporated by reference to Annex A to
Registrant’s Additional Definitive Materials on Schedule 14A (File No. 001-37794) filed on July 7, 2021).
2.3
Agreement and Plan of Merger, dated as of November 5, 2023, by and among Hilton Grand Vacations
Inc., Heat Merger Sub, Inc., and Bluegreen Vacations Holding Corporation (incorporated by reference to
Exhibit 2.1 to the Registrant’s Current Report on Form 8-K (File No. 001-37794) filed on November 7,
2023).
3.1
Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the
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 Registrant’s Current
Report on Form 8-K (File No. 001-37794) filed on March 17, 2017).
3.3
Certificate of Designation of Series A Junior Participating Preferred Stock of Hilton Grand Vacations Inc.
(incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-
37794) filed on April 16, 2020).
4.1
Description of the Registrant’s Securities registered pursuant to Section 12 of the Securities Exchange Act
of 1934 (incorporated by reference to Exhibit 4.4 to the Registrant’s Annual Report on Form 10-K (File
No. 001-37794) filed on March 2, 2020).
4.2
Indenture, dated June 4, 2021, among Hilton Grand Vacations Borrower Escrow, LLC, Hilton Grand
Vacations Borrower Escrow, Inc., Hilton Grand Vacations Borrower LLC and Wilmington Trust, National
Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on
Form 8-K (File No. 0001-37794) filed on June 4, 2021).
4.3
Form of 5.000% Note due 2029 (included in Exhibit 4.2).
4.4
Indenture, dated June 28, 2021, among Hilton Grand Vacations Borrower Escrow, LLC, Hilton Grand
Vacations Borrower Escrow, Inc., Hilton Grand Vacations Borrower LLC and Wilmington Trust, National
Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on
Form 8-K (File No. 0001-37794) filed on June 28, 2021).
4.5
Form of 4.875% Note due 2031 (included in Exhibit 4.4).
134
4.6
Indenture, dated as of January 17, 2024, among Hilton Grand Vacations Borrower LLC, Hilton Grand
Vacations Borrower Inc., Hilton Grand Vacations Inc., 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).
4.7
Form of 6.625% Note due 2032 (included in Exhibit 4.6).
10.1
Tax Matters Agreement by and among Hilton Worldwide Holdings Inc., Park Hotels & Resorts Inc.,
Hilton Grand Vacations Inc. and Hilton Domestic Operating Company 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 4,
2017).
10.2(a)
Amended and Restated License Agreement, dated as of March 10, 2021, 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 March 11, 2021).
10.2(b)
First Amendment to Amended and Restated License Agreement, dated as of April 4, 2022, by and between
Hilton Worldwide Holdings Inc., as the licensor, and Hilton Grand Vacations, as the licensee (incorporated
by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-37794) filed on
April 7, 2022)
10.2(c)
Second Amendment to Amended and Restated License Agreement, dated as of November 5, 2023, by and
between Hilton Worldwide Holdings Inc. and Hilton Grand Vacations, Inc. (incorporated by reference to
Exhibit 10.1 to the Registrant’s Current on Form 8-K (File No. 001-37794) filed on November 7, 2023)
10.2(d)
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).
10.2(e)
Second Amended and Restated License Agreement, dated as of November 6, 2024, by and between Hilton
Worldwide Holdings Inc. and Hilton Grand Vacations Inc. (incorporated by reference to Exhibit 10.1 to
the Registrant's Current Report on Form 8-K (File No. 001-37794) filed on November 8, 2024).
10.3(a)
Amended and Restated Receivables Loan Agreement, dated as of May 3, 2022, among Hilton Grand
Vacations Trust I LLC, as borrower, Wells Fargo Bank, National Association, as paying agent and
securities intermediary, the persons from time to time party thereto as conduit lenders, the financial
institutions from time to time party thereto as committed lenders, the financial institutions from time to
time party thereto as managing agents, and Bank of America, N.A., as administrative agent and structuring
agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.
001-37794 ) filed on May 4, 2022).
10.3(b)
First Amendment to Amended and Restated Receivables Loan Agreement, effective as of August 8, 2023,
by and among Hilton Grand Vacations Trust I LLC, as borrower, the financial institutions signatory
thereto as managing agents, the financial institutions signatory thereto as conduit lenders, the financial
institutions signatory thereto as committed lenders, Bank of America, N.A. as administrative agent and
structuring agent, and Computershare Trust Company N.A. as securities intermediary, paying agent,
backup servicer and custodian (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly on
Form 10-Q (File No. 001-37794) filed on November 6, 2023).
135
10.3(c)
Omnibus Amendment No. 2 to Amended and Restated Receivables Loan Agreement, effective as of
March 22, 2024, by and among Hilton Grand Vacations Trust I LLC, as borrower, the financial institutions
signatory thereto as managing agents, the financial institutions signatory thereto as conduit lenders, the
financial institutions signatory thereto as committed lenders, Bank of America, N.A., as administrative
agent, and Computershare Trust Company N.A., as securities intermediary and paying agent (incorporated
by reference to Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q (File No. 001-37794) filed
on May 9, 2024).
10.3(d)
Omnibus Amendment No. 3 to the Amended and Restated Receivables Loan Agreement, effective as of
November 15, 2024, by and among Hilton Grand Vacations Trust I LLC, as borrower, the financial
institutions signatory thereto as managing agents, the financial institutions signatory thereto as conduit
lenders, the financial institutions signatory thereto as committed lenders, Bank of America, N.A., as
administrative agent, and Computershare Trust Company N.A., as securities intermediary and paying
agent (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No.
001-37794) filed on November 18, 2024).
10.4(a)†
Hilton Grand Vacations Inc. 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.8 to
the Registrant’s Current Report on Form 8-K (File No. 001-37794) filed on January 4, 2017).
10.4(b)†
2017 Declaration of Amendment to Hilton Grand Vacations Inc. 2017 Omnibus Incentive Plan
(incorporated by reference to Appendix A of the Registrant’s Definitive Proxy Statement on Schedule 14A
(File No. 001-37794) filed on March 24, 2017).
10.4(c)†
Hilton Grand Vacations Inc. 2023 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.4 to
the Registrant's Quarterly Report on Form 10-Q (file No. 001-37794) filed on May 9, 2024).
10.5†
Hilton Grand Vacations Inc. 2017 Stock Plan for Non-Employee Directors (incorporated by reference to
Exhibit 10.9 to the Registrant’s Current Report on Form 8-K (File No. 001-37794) filed on January 4,
2017).
10.6(a)†
Severance Agreement, dated April 17, 2017, between Mark D. Wang 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 April 17, 2017).
10.6(b)†
Severance Agreement, dated April 17, 2017, between Charles R. Corbin and Hilton Grand Vacations, Inc.
(incorporated by reference to Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q (File No.
001-37794) filed on August 3, 2017).
10.6(c)†
Severance Agreement, dated effective as of November 28, 2018, between Daniel J. Mathewes and Hilton
Grand Vacations Inc. (incorporated by reference to Exhibit 10.15(h) to the Registrant’s Annual Report on
Form 10-K (File No. 001-37794) filed on February 28, 2019).
10.6(d)†
Severance Agreement, dated effective as of December 3, 2018, between Gordon S. Gurnik and Hilton
Grand Vacations Inc. (incorporated by reference to Exhibit 10.15(i) to the Registrant’s Annual Report on
Form 10-K (File No. 001-37794) filed on February 28, 2019).
10.6(e) †
Severance Agreement, effective as of October 7, 2020, by and between Hilton Grand Vacations Inc. and
Jorge Pablo Brizi. (incorporated by reference to Exhibit 10.10j to the Registrant’s Registration Statement
on Form 10-K (File No. 001-37794) filed on March 1, 2021).
10.7†
Form of Indemnification Agreement entered into between Hilton Grand Vacations Inc. and each of its
directors and executive officers (incorporated by reference to Exhibit 10.5 to the Registrant’s Registration
Statement on Form 10-12B/A (File No. 001-37794) filed on November 14, 2016).
136
10.8
Hilton Grand Vacations Inc. Employee Stock Purchase Plan, amended and restated as of November 1,
2022 (incorporated by reference to Exhibit 10.8 to the Registrant’s Annual Report on Form 10-K (File No.
001-37794) filed on March 1, 2023).
10.9(a)†
Form of Restricted Stock Unit Agreement under Hilton Grand Vacations Inc. 2017 Omnibus Incentive
Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.
001-37794) filed on March 15, 2017).
10.9(b)†
Form of Restricted Stock Unit Agreement for Mr. Mark Wang under Hilton Grand Vacations Inc. 2017
Omnibus Incentive Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s amended Current
Report on Form 8-K/A (File No. 001-37794) filed on May 16, 2018).
10.10(a)†
Form of Nonqualified Stock Option Agreement under Hilton Grand Vacations Inc. 2017 Omnibus
Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K
(File No. 001-37794) filed on March 15, 2017).
10.10(b)†
Form of Nonqualified Stock Option Agreement for Mr. Mark Wang under Hilton Grand Vacations Inc.
2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s amended
Current Report on Form 8-K/A (File No. 001-37794) filed on May 16, 2018).
10.10(c)†
Form of Nonqualified Stock Option Agreement (for the CEO) under Hilton Grand Vacations Inc. 2017
Omnibus Incentive Plan. (incorporated by reference to Exhibit 10.2 to the Registrant’s amended Quarterly
Report on Form 10-Q (File No. 001-37794) filed on April 27, 2023).
10.10(d)†
Form of Nonqualified Stock Option Agreement (for all participants other than CEO) under Hilton Grand
Vacations Inc. 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s
amended Quarterly Report on Form 10-Q (File No. 001-37794) filed on April 27, 2023).
10.11(a)†
Form of Performance and Service Based Restricted Stock Unit Agreement (for use for all named
executive officers other than Mr. Mark Wang) under Hilton Grand Vacations Inc. 2017 Omnibus Incentive
Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.
001-37794) filed March 8, 2018).
10.11(b)†
Form of Amended and Restated Performance and Service Based Restricted Stock Unit Agreement (for use
for all named executive officers other than Mr. Mark Wang) under Hilton Grand Vacations Inc. 2017
Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on
Form 8-K (File No. 001-37794) filed on August 9, 2018).
10.11(c)†
Form of Performance and Service Based Restricted Stock Unit Agreement for Mr. Mark Wang under
Hilton Grand Vacations Inc. 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.4 to
the Registrant’s amended Current Report on Form 8-K/A (File No. 001-37794) filed on May 16, 2018).
10.11(d)†
Form of Amended and Restated Performance and Service Based Restricted Stock Unit Agreement for Mr.
Mark Wang under Hilton Grand Vacations Inc. 2017 Omnibus Incentive Plan (incorporated by reference
to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 001-37794) filed on August 9,
2018).
10.11(e)†
Form of Second Amended and Restated Performance and Service Based Restricted Stock Unit Agreement
under the Hilton Grand Vacations Inc. 2017 Omnibus Incentive Plan (for use for all named executive
officers other than Mr. Mark Wang) (2019 awards) (incorporated by reference to Exhibit 10.4 to the
Registrant’s Quarterly Report on Form 10-Q (File No. 001-37794) filed on April 30, 2020).
137
10.11(f) †
Form of Second Amended and Restated Performance and Service Based Restricted Stock Unit Agreement
for Mr. Mark Wang under the Hilton Grand Vacations Inc. 2017 Omnibus Incentive Plan (2019 awards)
(incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q (File No.
001-37794) filed on April 30, 2020).
10.11(g)†
Form of Second Amended and Restated Performance and Service Based Restricted Stock Unit Agreement
for Mr. Mark Wang under the Hilton Grand Vacations Inc. 2017 Omnibus Incentive Plan (2020 awards)
(incorporated by reference to Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q (File No.
001-37794) filed on April 30, 2020).
10.11(h)†
Form of Performance and Service-Based Restricted Stock Unit Agreement (for Mr. Wang)(incorporated
by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 001-37794) filed on
March 24, 2021).
10.11(i) †
Form of Transaction Incentive Performance RSU Agreement (CEO) (incorporated by reference to Exhibit
10.4 to the Registrant’s Current Report on Form 8-K File No. 0001-37794) filed on August 3, 2021).
10.11(j) †
Form of Transaction Incentive Performance RSU Agreement (Non-CEO) (incorporated by reference to
Exhibit 10.5 to the Registrant’s Current Report on Form 8-K File No. 0001-37794) filed on August 3,
2021).
10.12†
Form of Restricted Stock Unit Award Agreement for Non-Employee Directors under Hilton Grand
Vacations Inc. 2017 Stock Plan for Non-Employee Directors (incorporated by reference to Exhibit 10.16
to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-37794) filed on May 4, 2017).
10.13(a)†
Form of Special Transaction Incentive Performance Cash Award Agreement under the Hilton Grand
Vacations Inc. 2023 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.5 to the Registrant's
Quarterly Report on Form 10-Q (File No. 001-37794) filed on May 9, 2024).
10.13(b)†
Form of Special Transaction Incentive Performance Cash Award Agreement (for the CEO) under the
Hilton Grand Vacations Inc. 2023 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.6 to
the Registrant's Quarterly Report on Form 10-Q (File No. 001-37794) filed on May 9, 2024).
10.13(c)†
Form of Special Transaction Incentive Performance and Service-Based Restricted Stock Unit Agreement
under the Hilton Grand Vacations Inc. 2023 Omnibus Incentive Plan (incorporated by reference to Exhibit
10.7 to the Registrant's Quarterly Report on Form 10-Q (File No. 001-37794) filed on May 9, 2024).
10.13(d)†
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 (incorporated by
reference to Exhibit 10.8 to the Registrant's Quarterly Report on Form 10-Q (File No. 001-37794) filed on
May 9, 2024).
10.14
Purchase Agreement, dated May 20, 2021, by and among Hilton Grand Vacations Borrower Escrow, LLC,
Hilton Grand Vacations Borrower Escrow, Inc., and Hilton Grand Vacations Borrower LLC, in its capacity
as guarantor of the HGV Escrow Guarantee and Deutsche Bank Securities Inc., on its own behalf and as
representative of the Initial Purchasers (incorporated by reference to Exhibit 10.2 to the Registrant’s
Quarterly Report on Form 10-Q (File No. 001-38894) filed on July 29, 2021).
10.15
Purchase Agreement, dated June 14, 2021, by and among Hilton Grand Vacations Borrower Escrow, LLC,
Hilton Grand Vacations Borrower Escrow, Inc., Hilton Grand Vacations Borrower LLC, in its capacity as
guarantor of the HGV Escrow Guarantee and Deutsche Bank Securities Inc., on its own behalf and as
representative of the Initial Purchasers.(incorporated by reference to Exhibit 10.3 to the Registrant’s
Quarterly Report on Form 10-Q (File No. 001-38894) filed on July 29, 2021).
138
10.16
Stockholders Agreement, dated as of August 2, 2021, by and among Hilton Grand Vacations Inc., AP VIII
Dakota Holdings, L.P., AP Dakota Co-Invest, L.P., and, for the purposes of Sections 7.2 and 7.3 thereof,
Hilton Worldwide Holdings Inc. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current
Report on Form 8-K (File No. 0001-37794) filed on August 3, 2021).
10.17
Joinder Agreement, dated as of August 2, 2021, of AP VIII Dakota Holdings Borrower, L.P. (incorporated
by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 0001-37794) filed
on August 3, 2021).
10.18(a)
Credit Agreement, dated as of August 2, 2021, by and among Hilton Grand Vacations Parent LLC, as
parent, Hilton Grand Vacations Borrower LLC, as the borrower, the guarantors from time to time party
thereto and Bank of America, N.A., as administrative agent and collateral agent (incorporated by reference
to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K (File No. 0001-37794) filed on August 3,
2021).
10.18(b)
Amendment No. 1 to the Credit Agreement, dated as of December 16, 2021, by and among Hilton Grand
Vacations Parent LLC, as parent, Hilton Grand Vacations Borrower LLC, as the borrower, the guarantors
from time to time party thereto and Bank of America, N.A., as administrative agent and collateral agent
(incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 0001-
37794) filed on December 20, 2021).
10.18(c)
Amendment No. 2 to the Credit Agreement, dated as of May 31, 2023, by and among Hilton Grand
Vacations Borrower LLC, Bank of America, N.A., as administrative agent, an L/C Issuer and the Swing
Line Lender and the Revolving Credit Lenders. (incorporated by reference to Exhibit 10.1 to the
Registrant’s Current Report on Form 10-Q (File No. 001-37794) filed on August 3, 2023).
10.18(d)*
Amendment No. 3 to the Credit Agreement, dated as of October 6, 2023 by and among Hilton Grand
Vacations Borrower LLC, Hilton Grand Vacations Parent LLC, the guarantors party thereto, Bank of
America N.A, as administrative agent and the Term Lenders party thereto (incorporated by reference to
Exhibit 10.17(d) to the Registrant's Annual Report on Form 10-K (File No. 001-37794) filed on February
29, 2024).
10.18(e)
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).
10.18(f)
Amendment No. 5 to the Credit Agreement, dated as of April 8, 2024, by and among Hilton Grand
Vacations Parent LLC, Hilton Grand Vacations Borrower LLC, the guarantors party thereto, Bank of
America, N.A., as the administrative agent and the Term Lenders party thereto (incorporated by reference
to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-37794) filed on August
8, 2024).
10.18(g)
Amendment No. 6 to the Credit Agreement, dated as of July 18, 2024, by and among Hilton Grand
Vacations Parent LLC, Hilton Grand Vacations Borrower LLC, the guarantors party thereto, Bank of
America, N.A., as the administrative agent and the Term Lenders party thereto (incorporated by reference
to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-37794) filed on
November 7, 2024).
10.18(h)
Amendment No. 7 to the Credit Agreement, dated as of October 8, 2024, by and among Hilton Grand
Vacations Borrower LLC, Hilton Grand Vacations Parent LLC, the guarantors 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 October 9, 2024).
139
10.19†
Hilton Grand Vacations Inc. Executive Deferred Compensation Plan.(incorporated by reference to Exhibit
10.1 to the Registrant's Current Report on Form 8-K (File No. 001-37794) filed on November 8, 2021).
10.20†
Hilton Grand Vacations Inc. Incentive Program (incorporated by reference to Exhibit 10.1 to the
Registrant's Current Report on Form 8-K (File No. 001-37794) filed on March 10, 2023).
10.21†
Hilton Grand Vacations Inc. 2023 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to
the Registrant's Current Report on Form 8-K (File No. 001-37794) filed on May 3, 2023).
10.22(a)†
Form of Restricted Stock Unit Agreement Under Hilton Grand Vacations Inc. 2023 Omnibus Incentive
Plan (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q (File
No. 001-37794) filed on August 3, 2023).
10.22(b)†
Form of Restricted Stock Unit Agreement for Chief Executive Officer Under Hilton Grand Vacations Inc.
2023 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly
Report on Form 10-Q (File No. 001-37794) filed on August 3, 2023).
10.22(c)†
Form of Restricted Stock Unit Agreement for Non-Employee Directors under the Hilton Grand Vacations
Inc. 2023 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly
Report on Form 10-Q (File No. 001-37794) filed on August 3, 2023).
10.22(d)†
Form of Performance and Service-Based Restricted Stock Unit Agreement under the Hilton Grand
Vacations Inc. 2023 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.5 to the Registrant’s
Quarterly Report on Form 10-Q (File No. 001-37794) filed on August 3, 2023).
10.22(e)†
Form of Performance and Service-Based Restricted Stock Unit Agreement for the Chief Executive Officer
under the Hilton Grand Vacations Inc. 2023 Omnibus Incentive Plan (incorporated by reference to Exhibit
10.6 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-37794) filed on August 3, 2023).
10.22(f)†
Form of Nonqualified Stock Option Agreement under the Hilton Grand Vacations Inc. 2023 Omnibus
Incentive Plan (incorporated by reference to Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-
Q (File No. 001-37794) filed on August 3, 2023).
10.22(g)†
Form of Nonqualified Stock Option Agreement for the Chief Executive Officer under the Hilton Grand
Vacations Inc. 2023 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.8 to the Registrant’s
Quarterly Report on Form 10-Q (File No. 001-37794) filed on August 3, 2023).
19.1*
Insider Trading Policy
21.1*
Subsidiaries of the Registrant.
23.1*
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
31.1*
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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**
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.
140
97
Incentive Compensation Clawback Policy (incorporated by reference to Exhibit 97 to the Registrant's
Annual Report on Form 10-K (File No. 001-37794) filed on February 29, 2024).
101.NS***
Inline XBRL Instance Document
101.SCH***
Inline XBRL Taxonomy Extension Schema Document.
101.CAL*** Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF***
Inline XBRL Taxonomy Extension Definitions Linkbase Document.
101.LAB*** Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE***
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104
The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, 2021,
has been formatted in Inline XBRL.
*
Filed herewith.
** Furnished not filed.
*** These interactive data files shall not be deemed filed for purposes of Section 11 or 12 of the Securities Act of 1933, as
amended, or Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under
those sections.
†
Denotes management contract or compensatory plan or arrangement.
141
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 3rd day of March
2025.
HILTON GRAND VACATIONS INC.
By:
/s/ Mark D. Wang
Name: Mark D. Wang
Title: Chief Executive Officer
142
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities indicated on this 3rd day of March 2025.
Signature
Title
/s/ Mark D. Wang
Chief Executive Officer
Mark D. Wang
(principal executive officer)
/s/ Erin Day
Executive Vice President, Finance & Acting Chief Financial Officer
Erin Day
(principal financial officer)
/s/ Carlos Hernandez
Senior Vice President and Chief Accounting Officer
Carlos Hernandez
(principal accounting officer)
/s/ Leonard A. Potter
Chairman of the Board of Directors
Leonard A. Potter
/s/ Brenda J. Bacon
Director
Brenda J. Bacon
/s/ Christine Cahill
Director
Christine Cahill
/s/ David W. Johnson
Director
David W. Johnson
/s/ Mark H. Lazarus
Director
Mark H. Lazarus
/s/ Gail Mandel
Director
Gail Mandel
/s/ Pamela H. Patsley
Director
Pamela H. Patsley
/s/ David Sambur
Director
David Sambur
/s/ Paul W. Whetsell
Director
Paul W. Whetsell
HILTONGRANDVACATIONS.COM