ACQUISITIONS (Tables)

3 Months Ended

Mar. 31, 2024

Business Combination and Asset Acquisition [Abstract]

Schedule of Fair Value of Consideration Transferred

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

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

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

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

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

($ in millions)	Preliminary Amounts Recognized as of the Bluegreen Acquisition Date
Assets acquired
Cash and cash equivalents	$	58
Restricted cash	44
Accounts receivable	32
Timeshare financing receivables, net	925
Inventory	365
Property and equipment	177
Investment in unconsolidated affiliates	1
Operating lease right-of-use assets	18
Intangible assets	812
Other assets	83
Total assets acquired	$	2,515
Liabilities assumed
Accounts payable, accrued expenses and other	$	129
Advanced deposits	2
Debt	162
Non-recourse debt	606
Operating lease liabilities	20
Deferred revenue	57
Deferred income tax liabilities	348
Total liabilities assumed	1,324
Net assets acquired	$	1,191
Total consideration transferred	$	1,556
Less: Net assets acquired	(1,191)
Plus: Noncontrolling interest	158
Goodwill(1)	$	523

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

Schedule of Financing Receivables

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	$	925
Allowance for credit losses	137
Premium attributable to other factors	(102)
Par value	$	960

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

Schedule of Estimates Of The Fair Value of Intangible Assets and Estimated Remaining Useful Lives

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

	Weighted Average Estimated Useful Life (in years)	Estimated Fair Value ($ in millions)
Trade name	7	$	30
Management contracts	19	479
Club member relationships	11	36
Capitalized software	3	12
Marketing agreements	17	209
Other contract-related intangible assets	12	46
Total intangible assets acquired		$	812

Schedule of Goodwill

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

Schedule of Business Acquisition, Pro Forma Information

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

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

Bluegreen Results of Operations

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

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