Table of Contents. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ____________________________________________ (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or o 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 (HGV) reported $1.16 billion in revenue for the quarter ended March 2024, representing a year-over-year increase of 23.8%. EPS of $0.95 for the same period compares to $0.79 a year ago.The reported revenue represents a surprise of -0.77% over the Zacks Consensus Estimate of $1.16 billion. With the consensus EPS estimate being $0.87, the EPS surprise was +9.20%.While investors closely watch year-over-year changes in headline numbers -- revenue and earnings -- and how they compare to Wa ...

[Executive Summary & Q1 2024 Highlights](index=1&type=section&id=1.%20Executive%20Summary%20%26%20Q1%202024%20Highlights) [Overall Financial Performance](index=1&type=section&id=1.1%20Overall%20Financial%20Performance) Hilton Grand Vacations reported a mixed financial performance for Q1 2024, with significant revenue growth driven by the Bluegreen Vacations acquisition, but a net loss attributable to stockholders. Adjusted metrics, however, showed positive growth, indicating underlying operational strength despite acquisition-related impacts Q1 2024 Key Financial Highlights (YoY Comparison) | Metric | Q1 2024 | Q1 2023 | Change (YoY) | | :-------------------------------- | :------ | :------ | :----------- | | Total Contract Sales | $631M | - | +$108M (incl. Bluegreen) | | Member Count | 718,000 | - | - | | Net Owner Growth (NOG) (legacy HGV-DRI) | 2% | - | - | | Total Revenues | $1,156M | $934M | +23.8% | | Net Loss Attributable to Stockholders | $(4)M | $73M | -105.5% | | Adjusted Net Income Attributable to Stockholders | $99M | $90M | +10.0% | | Diluted EPS | $(0.04) | $0.64 | -106.3% | | Adjusted Diluted EPS | $0.95 | $0.79 | +20.3% | | Adjusted EBITDA Attributable to Stockholders | $273M | $218M | +25.2% | - The Company repurchased **2.3 million** shares of common stock for **$99 million** during Q1 2024, with **$213 million** remaining under the 2023 Share Repurchase Plan as of April 30, 2024[3](index=3&type=chunk) - Full-year 2024 Adjusted EBITDA guidance (excluding deferrals and recognitions) is reiterated in the range of **$1.2 billion** to **$1.26 billion**[3](index=3&type=chunk) [Strategic Developments & CEO Commentary](index=1&type=section&id=1.2%20Strategic%20Developments%20%26%20CEO%20Commentary) The CEO highlighted positive momentum, strong owner business, and near-record package activations, indicating robust consumer travel intent. Key strategic initiatives include the integration of Bluegreen Vacations, rebranding efforts, exploring new growth avenues with partners, and expanding lead channels through partnerships like Great Wolf Lodge - Hilton Grand Vacations completed the acquisition of Bluegreen Vacations Holding Corporation on January 17, 2024[4](index=4&type=chunk) - The Company is focused on integrating Bluegreen Vacations, advancing rebranding plans, engaging with new partners for growth, and expanding lead channels and tour flow through partnerships like Great Wolf Lodge[3](index=3&type=chunk) [Consolidated Segment Performance](index=2&type=section&id=2.%20Consolidated%20Segment%20Performance) [Real Estate Sales and Financing](index=2&type=section&id=2.1%20Real%20Estate%20Sales%20and%20Financing) The Real Estate Sales and Financing segment experienced substantial growth in Q1 2024, primarily driven by the Bluegreen Vacations acquisition and increased sales and financing revenues. Despite a slight decrease in profit margin, contract sales and tours significantly increased Real Estate Sales and Financing Segment Performance (Q1 2024 vs. Q1 2023) | Metric | Q1 2024 | Q1 2023 | Change (YoY) | | :-------------------------------- | :------ | :------ | :----------- | | Segment Revenues | $687M | $550M | +24.9% | | Segment Adjusted EBITDA | $206M | $169M | +21.9% | | Adjusted EBITDA Profit Margin | 30.0% | 30.7% | -0.7 pp | | Contract Sales | $631M | $523M | +20.6% | | Tours | 174,138 | 130,268 | +33.7% | | VPG (Volume per Guest) | $3,593 | $3,969 | -9.5% | - Bluegreen Vacations contributed **$98 million** to Sales of VOI, net, and **$36 million** to segment Adjusted EBITDA in Q1 2024[7](index=7&type=chunk) - Financing revenues increased by **$30 million**, driven by a **25 basis point** increase in the weighted average interest rate and a larger timeshare financing receivables portfolio. Bluegreen Vacations contributed **$17 million** to financing revenue and **$9 million** to financing profit[10](index=10&type=chunk) [Resort Operations and Club Management](index=2&type=section&id=2.2%20Resort%20Operations%20and%20Club%20Management) The Resort Operations and Club Management segment also saw increased revenues and Adjusted EBITDA in Q1 2024, benefiting from higher occupied room nights and daily rates, with Bluegreen Vacations contributing to this growth Resort Operations and Club Management Segment Performance (Q1 2024 vs. Q1 2023) | Metric | Q1 2024 | Q1 2023 | Change (YoY) | | :-------------------------------- | :------ | :------ | :----------- | | Segment Revenue | $360M | $302M | +19.2% | | Segment Adjusted EBITDA | $134M | $109M | +22.9% | | Adjusted EBITDA Profit Margin | 37.2% | 36.1% | +1.1 pp | - Bluegreen Vacations contributed **$29 million** to revenue and **$10 million** to the total increase in segment Adjusted EBITDA for Q1 2024[11](index=11&type=chunk) [Inventory Overview](index=2&type=section&id=3.%20Inventory%20Overview) Hilton Grand Vacations maintains a robust contract sales pipeline valued at $12.7 billion, with a significant portion currently available for sale. The company emphasizes capital-efficient inventory strategies, with just-in-time and fee-for-service inventory comprising nearly a third of its total pipeline Inventory Pipeline Breakdown (as of March 31, 2024) | Category | Value | Percentage of Total Pipeline | | :-------------------------------- | :------ | :--------------------------- | | Total Contract Sales Pipeline | $12.7B | 100% | | Currently Available for Sale | $8.4B | 66.1% | | Future Availability | $4.3B | 33.9% | | Owned Inventory | - | 89.5% | | Owned Inventory (Currently Available) | - | 67.5% of owned | | Fee-for-Service Inventory | - | 10.5% | | Fee-for-Service Inventory (Currently Available) | - | 53.9% of fee-for-service | | Capital-Efficient Inventory (Just-in-Time & Fee-for-Service) | - | 31.2% | [Financial Position & Liquidity](index=3&type=section&id=4.%20Financial%20Position%20%26%20Liquidity) [Balance Sheet](index=3&type=section&id=4.1%20Balance%20Sheet) As of March 31, 2024, HGV's balance sheet reflects increased assets and liabilities, largely due to the Bluegreen acquisition. The company maintains a substantial cash position and significant debt, with a weighted average interest rate for corporate debt at 6.963% and non-recourse debt at 4.969% Key Balance Sheet Items (as of March 31, 2024) | Metric | Amount (Millions) | | :-------------------------------- | :---------------- | | Cash and Cash Equivalents | $355 | | Restricted Cash | $323 | | Corporate Debt, net | $5,144 | | Non-Recourse Debt, net | $1,534 | | Weighted Average Interest Rate (Corporate Debt) | 6.963% | | Weighted Average Interest Rate (Non-Recourse Debt) | 4.969% | [Cash Flow and Debt](index=3&type=section&id=4.2%20Cash%20Flow%20and%20Debt) HGV reported negative free cash flow and adjusted free cash flow for Q1 2024, primarily due to acquisition and integration-related costs. The company maintains liquidity through unrestricted cash and borrowing capacity, with a total net leverage of approximately 3.74x Cash Flow Summary (Q1 2024 vs. Q1 2023) | Metric | Q1 2024 | Q1 2023 | Change (YoY) | | :-------------------------------- | :------ | :------ | :----------- | | Free Cash Flow | $(19)M | $15M | -$34M | | Adjusted Free Cash Flow | $(374)M | $33M | -$407M | - Adjusted free cash flow for Q1 2024 included **$121 million** in add-backs for acquisition and integration-related costs, compared to **$25 million** in Q1 2023[18](index=18&type=chunk) - As of March 31, 2024, liquidity included **$355 million** of unrestricted cash and **$293 million** remaining borrowing capacity under the revolver facility. The total net leverage on a trailing 12-month basis was approximately **3.74x**[16](index=16&type=chunk)[19](index=19&type=chunk) [Subsequent Events](index=3&type=section&id=4.3%20Subsequent%20Events) Subsequent to the quarter end, HGV completed a significant securitization of Bluegreen Vacations timeshare loans, enhancing liquidity and facilitating debt reduction - On April 25, 2024, HGV completed a **$240 million** securitization of legacy Bluegreen Vacations timeshare loans (Hilton Grand Vacations Trust 2024-1B) with a weighted average interest rate of **6.42%** and an advance rate of **90.5%**. Proceeds will primarily be used for debt reduction and general corporate purposes[20](index=20&type=chunk) [Construction Deferrals and Recognitions (ASC 606)](index=4&type=section&id=5.%20Construction%20Deferrals%20and%20Recognitions%20(ASC%20606)) Under ASC 606, HGV defers revenues and related expenses for sales at projects under construction until completion. For Q1 2024, the company recognized a net positive impact of $3 million from construction deferral activity, primarily from the Sesoko project, a shift from a net recognition of $2 million in Q1 2023 Net Construction Deferral Activity (Q1 2024 vs. Q1 2023) | Metric | Q1 2024 (Millions) | Q1 2023 (Millions) | | :-------------------------------- | :----------------- | :----------------- | | Sales of VOIs recognitions (deferrals) | $2 | $4 | | Cost of VOI sales recognitions (deferrals) | $(1) | $1 | | Sales and marketing expense recognitions (deferrals) | — | $1 | | Net construction recognitions (deferrals) | $3 | $2 | - The net recognition of **$3 million** in Q1 2024 was related to the Sesoko project, while Q1 2023 included a **$2 million** net recognition from the Maui Bay Villas Phase III project[6](index=6&type=chunk)[8](index=8&type=chunk) [Non-GAAP Financial Measures Definitions](index=6&type=section&id=6.%20Non-GAAP%20Financial%20Measures%20Definitions) This section provides definitions and reconciliations for various non-GAAP financial measures used by Hilton Grand Vacations, including Adjusted Net Income/Loss, Adjusted Diluted EPS, EBITDA, Adjusted EBITDA, Free Cash Flow, Adjusted Free Cash Flow, and segment-specific profit measures. These metrics are presented to offer additional insights into the company's operational performance and liquidity, complementing U.S. GAAP measures - Non-GAAP measures include Adjusted Net Income or Loss, Adjusted Diluted EPS, EBITDA, Adjusted EBITDA, Adjusted EBITDA Attributable to Stockholders, EBITDA profit margin, Adjusted EBITDA profit margin, Free Cash Flow, and Adjusted Free Cash Flow[34](index=34&type=chunk) - These measures are used by management and investors to evaluate operating performance, efficiency, and to compare results across companies in the industry, despite their limitations as analytical tools[35](index=35&type=chunk)[43](index=43&type=chunk) - Key real estate metrics defined include Contract sales, Developed Inventory, Fee-for-Service Inventory, Just-in-Time Inventory, Points-Based Inventory, Net Owner Growth (NOG), Sales revenue, Tour flow, and Volume per guest (VPG)[56](index=56&type=chunk)[57](index=57&type=chunk)[58](index=58&type=chunk)[59](index=59&type=chunk) [Detailed Financial Tables](index=10&type=section&id=7.%20Detailed%20Financial%20Tables) This section contains a comprehensive set of financial tables, including condensed consolidated balance sheets, statements of operations, cash flows, and various reconciliations of non-GAAP measures to GAAP. It also provides detailed schedules for segment revenues, EBITDA, and profit breakdowns for real estate sales, financing, resort and club management, and rental and ancillary services - The report includes Condensed Consolidated Balance Sheets (T-2), Statements of Operations (T-3), and Statements of Cash Flows (T-4) for Q1 2024 and Q1 2023[62](index=62&type=chunk)[63](index=63&type=chunk)[65](index=65&type=chunk)[66](index=66&type=chunk) - Reconciliations are provided for Free Cash Flow (T-5), Segment Revenue (T-6), Segment EBITDA and Adjusted EBITDA (T-7), and Adjusted Net Income and Diluted EPS (T-15)[62](index=62&type=chunk)[68](index=68&type=chunk)[70](index=70&type=chunk)[72](index=72&type=chunk)[91](index=91&type=chunk) - Detailed profit schedules are presented for Real Estate Sales (T-8), Financing (T-10), Resort and Club Management (T-11), and Rental and Ancillary Services (T-12), along with segment-specific Adjusted EBITDA tables (T-13, T-14)[62](index=62&type=chunk)[74](index=74&type=chunk)[78](index=78&type=chunk)[81](index=81&type=chunk)[83](index=83&type=chunk)[86](index=86&type=chunk)[88](index=88&type=chunk)

Analysts on Wall Street project that Hilton Grand Vacations (HGV) will announce quarterly earnings of $0.87 per share in its forthcoming report, representing an increase of 10.1% year over year. Revenues are projected to reach $1.16 billion, increasing 24.7% from the same quarter last year.The current level reflects an upward revision of 11.6% in the consensus EPS estimate for the quarter over the past 30 days. This demonstrates how the analysts covering the stock have collectively reappraised their initial ...

Hilton Grand Vacations (HGV) is expected to deliver a year-over-year increase in earnings on higher revenues when it reports results for the quarter ended March 2024. This widely-known consensus outlook gives a good sense of the company's earnings picture, but how the actual results compare to these estimates is a powerful factor that could impact its near-term stock price.The stock might move higher if these key numbers top expectations in the upcoming earnings report. On the other hand, if they miss, the ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________________________ FORM 10-K ________________________________ (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or o 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 ___________________ ...

Exhibit 99.1 Investor Contact: Mark Melnyk 407-613-3327 mark.melnyk@hgv.com Media Contact: Lauren George 407-613-8431 lauren.george@hgv.com FOR IMMEDIATE RELEASE Hilton Grand Vacations Reports Fourth Quarter and Full Year 2023 Results ORLANDO, Fla. (Feb. 29, 2024) – Hilton Grand Vacations Inc. (NYSE: HGV) ("HGV" or "the Company") today reports its fourth quarter and full year 2023 results. Fourth quarter of 2023 highlights 1 Full Year 2024 Outlook • The Company expects full-year 2024 Adjusted EBITDA excludi ...

[PART I - FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements for Q3 2023, including balance sheets, income, cash flows, and notes, with details on the Bluegreen acquisition Condensed Consolidated Balance Sheet Highlights (Unaudited) | ($ in millions) | Sep 30, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $227 | $223 | | Timeshare financing receivables, net | $1,821 | $1,767 | | Inventory | $1,308 | $1,159 | | Goodwill | $1,416 | $1,416 | | Total Assets | $8,009 | $8,004 | | **Liabilities & Equity** | | | | Debt, net | $2,730 | $2,651 | | Non-recourse debt, net | $1,038 | $1,102 | | Total Liabilities | $5,861 | $5,853 | | Total Stockholders' Equity | $2,148 | $2,151 | | **Total Liabilities & Equity** | **$8,009** | **$8,004** | Condensed Consolidated Statements of Operations Highlights (Unaudited) | ($ in millions, except EPS) | Q3 2023 | Q3 2022 | 9 Months 2023 | 9 Months 2022 | | :--- | :--- | :--- | :--- | :--- | | Total Revenues | $1,018 | $1,116 | $2,959 | $2,843 | | Net Income | $92 | $150 | $245 | $274 | | Diluted EPS | $0.83 | $1.24 | $2.18 | $2.23 | Condensed Consolidated Statements of Cash Flows Highlights (Unaudited) | ($ in millions) | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | | :--- | :--- | :--- | | Net cash provided by operating activities | $312 | $763 | | Net cash used in investing activities | ($47) | ($51) | | Net cash used in financing activities | ($270) | ($644) | - On November 5, 2023, the company entered into a merger agreement to acquire Bluegreen Vacations Holding Corporation for approximately **$1.5 billion** in an all-cash transaction, expected to close in the first half of 2024[106](index=106&type=chunk) - As of September 30, 2023, the company accrued liabilities of approximately **$121 million** for legal matters, including **$101 million** for a judgment against Diamond, for which an **$83 million** insurance claim receivable was recorded[103](index=103&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=28&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q3 and YTD 2023 financial results, covering segment performance, liquidity, and risks related to the Bluegreen acquisition [Results of Operations](index=34&type=section&id=Results%20of%20Operations) Q3 2023 total revenues decreased 8.8% to $1,018 million and net income fell 38.7% to $92 million, primarily due to real estate sales decline offset by resort operations growth Segment Revenue Performance | ($ in millions) | Q3 2023 | Q3 2022 | % Change | 9 Months 2023 | 9 Months 2022 | % Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Real estate sales and financing | $612 | $745 | (17.9)% | $1,766 | $1,783 | (1.0)% | | Resort operations and club management | $322 | $299 | 7.7% | $944 | $870 | 8.5% | | **Total segment revenues** | **$934** | **$1,044** | **(10.5)%** | **$2,710** | **$2,653** | **2.1%** | Reconciliation of Net Income to Adjusted EBITDA | ($ in millions) | Q3 2023 | Q3 2022 | % Change | 9 Months 2023 | 9 Months 2022 | % Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Net Income | $92 | $150 | (38.7)% | $245 | $274 | (10.6)% | | EBITDA | $234 | $300 | (22.0)% | $631 | $677 | (6.8)% | | Adjusted EBITDA | $269 | $338 | (20.4)% | $735 | $813 | (9.6)% | [Real Estate Sales and Financing Segment](index=37&type=section&id=Real%20Estate%20Sales%20and%20Financing%20Segment) Q3 2023 Adjusted EBITDA for this segment fell 30.5% to $205 million, driven by lower VPG, Maui wildfires, and a $98 million negative variance in revenue recognition Real Estate Operating Metrics | Metric | Q3 2023 | Q3 2022 | % Change | | :--- | :--- | :--- | :--- | | Contract Sales ($M) | $603 | $621 | (2.9)% | | Tour Flow | 163,699 | 142,647 | 14.8% | | VPG | $3,656 | $4,229 | (13.5)% | Real Estate Profitability | ($ in millions) | Q3 2023 | Q3 2022 | % Change | | :--- | :--- | :--- | :--- | | Sales Revenue | $474 | $625 | (24.2)% | | Real Estate Expense | $314 | $372 | (15.6)% | | **Real Estate Profit** | **$160** | **$253** | **(36.8)%** | | Real Estate Profit Margin | 33.8% | 40.5% | -6.7 p.p. | [Resort Operations and Club Management Segment](index=38&type=section&id=Resort%20Operations%20and%20Club%20Management%20Segment) This segment showed solid growth in Q3 2023, with revenues up 7.7% and Adjusted EBITDA up 12.5% to $126 million, driven by higher rental and club management revenues Resort and Club Management Profitability | ($ in millions) | Q3 2023 | Q3 2022 | % Change | | :--- | :--- | :--- | :--- | | Resort & Club Management Revenues | $138 | $130 | 6.2% | | **Resort & Club Management Profit** | **$95** | **$85** | **11.8%** | | Profit Margin | 68.8% | 65.4% | +3.4 p.p. | Rental and Ancillary Services Profitability | ($ in millions) | Q3 2023 | Q3 2022 | % Change | | :--- | :--- | :--- | :--- | | Rental & Ancillary Services Revenues | $171 | $159 | 7.5% | | **Rental & Ancillary Services Profit** | **$17** | **$15** | **13.3%** | | Profit Margin | 9.9% | 9.4% | +0.5 p.p. | [Liquidity and Capital Resources](index=41&type=section&id=Liquidity%20and%20Capital%20Resources) As of September 30, 2023, the company maintained liquidity with $227 million in cash and available credit, despite a significant decrease in operating cash flow to $312 million for the nine months Key Liquidity Metrics (as of Sep 30, 2023) | Metric | Amount ($ in millions) | | :--- | :--- | | Cash and cash equivalents | $227 | | Restricted cash | $308 | | Revolver facility capacity remaining | $866 | | Timeshare Facility capacity remaining | $750 | - Net cash provided by operating activities decreased by **$451 million** to **$312 million** for the nine months ended Sep 30, 2023, primarily due to a **$136 million** inventory purchase, increased working capital usage, and lower net income[182](index=182&type=chunk)[184](index=184&type=chunk) - The company repurchased **6 million shares** for **$269 million** during the nine months ended September 30, 2023, with **$432 million** remaining available under the 2023 Repurchase Plan as of October 30, 2023[93](index=93&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=45&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's exposure to market risks, including interest rates and currency exchange rates, has not materially changed since the 2022 annual report - Exposure to market risk from changes in interest rates and currency exchange rates has not materially changed since the 2022 year-end report[200](index=200&type=chunk) [Item 4. Controls and Procedures](index=45&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were ineffective as of September 30, 2023, due to a material weakness in internal controls related to the acquired Diamond business, with remediation ongoing - The CEO and CFO concluded that disclosure controls and procedures were not effective as of September 30, 2023[202](index=202&type=chunk) - The ineffectiveness is due to a material weakness in internal controls over financial reporting identified in 2022 at the legacy Diamond business, which was acquired in August 2021 and was not previously an SEC reporting company[203](index=203&type=chunk) - Remediation efforts are ongoing, including enhancing control design, implementing new controls, and improving IT systems, with full remediation expected by the end of 2023[205](index=205&type=chunk)[206](index=206&type=chunk) [PART II - OTHER INFORMATION](index=47&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=47&type=section&id=Item%201.%20Legal%20Proceedings) As of September 30, 2023, the company accrued $121 million for legal matters, including a $101 million judgment against Diamond with an $83 million insurance claim receivable - As of September 30, 2023, the company accrued liabilities of approximately **$121 million** for all legal matters, of which **$101 million** relates to a judgment against Diamond from a 2015 case[103](index=103&type=chunk) - The company has recorded an insurance claim receivable of **$83 million** related to the Diamond judgment, which is included in Accounts receivable, net[103](index=103&type=chunk) [Item 1A. Risk Factors](index=47&type=section&id=Item%201A.%20Risk%20Factors) This section updates risk factors, focusing on new risks from the pending Bluegreen Vacations merger, including business disruptions, integration challenges, increased debt, and Hilton license compliance [Risks Relating to the Merger](index=47&type=section&id=Risks%20Relating%20to%20the%20Merger) Significant risks related to the Bluegreen acquisition include potential business disruptions, integration challenges, increased indebtedness, substantial transaction costs, and critical compliance with the Hilton license agreement - The merger is subject to various uncertainties that could disrupt relationships with employees, owners, and suppliers, and make it difficult to retain key personnel[212](index=212&type=chunk)[213](index=213&type=chunk)[214](index=214&type=chunk) - The company will incur significant additional indebtedness to finance the merger, which could reduce business flexibility and increase vulnerability to adverse economic conditions[225](index=225&type=chunk) - Integrating Bluegreen successfully is a major risk, with challenges in combining corporate cultures, systems, and realizing expected synergies, and compliance with the Hilton license agreement is critical for successful integration[221](index=221&type=chunk)[223](index=223&type=chunk) - Substantial non-recurring transaction costs are expected, and if the merger is not completed, these expenses will be recognized without realizing any benefits[228](index=228&type=chunk)[229](index=229&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=50&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the company's Q3 2023 stock repurchase activity, including 1,456,853 shares bought at an average of $43.78, with $432 million remaining for future repurchases Issuer Purchases of Equity Securities (Q3 2023) | Period | Total Shares Purchased | Average Price Paid Per Share | | :--- | :--- | :--- | | July 2023 | — | $— | | August 2023 | 1,093,967 | $44.26 | | September 2023 | 362,886 | $42.31 | | **Total** | **1,456,853** | **$43.78** | - As of October 30, 2023, the company had **$432 million** of remaining availability under its 2023 Share Repurchase Plan[232](index=232&type=chunk) [Item 3. Defaults Upon Senior Securities](index=50&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities during the period - None[233](index=233&type=chunk) [Item 4. Mine Safety Disclosures](index=50&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[233](index=233&type=chunk) [Item 5. Other Information](index=50&type=section&id=Item%205.%20Other%20Information) The company reports no information for this item - None[233](index=233&type=chunk) [Item 6. Exhibits](index=51&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including amendments to credit agreements, guarantor subsidiaries, Sarbanes-Oxley certifications, and Inline XBRL data files - The report includes several exhibits, such as amendments to credit agreements, Sarbanes-Oxley certifications (302 and 906), and Inline XBRL documents[234](index=234&type=chunk)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ____________________________________________ (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or o 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 __________________________________________ ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ____________________________________________ (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or o 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 _________________________________________ ...