Orosur Mining Inc - Opening new fronts at Anzá
LONDON, UNITED KINGDOM / ACCESS Newswire / March 10, 2025 / Orosur Mining Inc. ('Orosur' or the 'Company') (TSXV:OMI)(AIM:OMI), is pleased to announce an update on the progress of exploration activities at the Company's flagship Anzá Project ('Project') in Colombia.
ANZÁ Project
The Anzá Project is now 100% owned by the Company following completion of a Share Purchase Agreement ('SPA'), announced 28th November 2024, whereby the Company purchased all of the shares of its previous JV partner, Minera Monte Aguila ('MMA').
The Project is located 50km west of Medellin and is easily accessible by all-weather roads and boasts excellent infrastructure including water, power and communications as well as a large exploration camp.
The Project sits within the prolific mid-Cauca belt, Colombia's primary gold belt, and is located along strike between several world class gold/copper deposits including Buritica, Quebradona and Guayabales/Marmato (Figure 1.)
From September 2018 to November 2024, the Anzá project was under the control of its previous JV partner MMA, itself a 50/50 venture between the world's two largest gold miners, Agnico Eagle Mines and Newmont Mining.
As such, the Company has only been back in control of the Project for less than four months.
Figure 1. Mid-Cauca Belt
Prospects
The Company is currently focussed on three prospects within the Anzá Project - Pepas, APTA and El Cedro. All three prospects are within the same granted exploration title that is broken into two, non-contiguous pieces (Figure 2).
Drilling is currently being undertaken at the Pepas prospect in the northern extent of the Anzá Project (pre-acquisition) over 10km north of the central base camp at APTA.
Post the MMA acquisition in late November 2024, the Company more than doubled its land holding in the mid-Cauca belt to 400km2, by virtue of gaining ownership of a large number of licence applications held by MMA. This makes the Company one of the major land holders in one of the world's most exciting gold belts.
These applications have yet to be properly assessed by the Company as most financial and management resources have thus far been directed to drilling at Pepas
Figure 2. Main prospects, licences pre-MMA acquisition
Pepas Prospect
Pepas was discovered by MMA in late 2021 by BLEG sampling and geological mapping, followed by 11 diamond drill holes in 2022 (PEP001 to PEP011).
After completion of the transaction to buy MMA, the Company restarted drilling at the Pepas prospect in late-November 2024.
Drilling commenced with hole PEP012, which was positioned to confirm previous high-grade results in holes PEP001, PEP005 and PEP007 drilled in 2022.
Later holes were then rotated clockwise from PEP012 to begin to test what was considered by Company geological teams to be the controlling trend of SE to NW. The primary objective of the first phase of drilling by the Company was to attempt to understand the geological controls upon mineralisation first identified in 2022, so as to provide guidance for later step out drilling.
Holes drilled and announced to date (PEP012 to PEP027) have all intersected substantial sequences of gold mineralisation, largely from surface, thus far manifested as a thick wedge of silicified tuffs within the keel of two converging faults. Chemical analysis suggests the mineralisation to be possibly a variant of a high sulphidation epithermal style, but with just over 1100m drilled thus far, there is yet insufficient information to fully define its genesis, structural controls or source. By definition, this style of mineralisation, is the shallower expression of a deeper source, which has yet to be examined as drilling has focussed on the high grade near surface material.
Figure 2. Plan of holes
Of these current five holes, two (PEP023 and PEP024) were drilled some distance from the currently defined core deposit, to test a small, medium grade outcrop of silicified material. Moderate intersections were recorded in complex series of veins in a different domain to previous drilling. This opens up a new target and will require more work.
Hole PEP025 was drilled on section with PEP014, 021 and 022, to complete this section and to better define a central high-grade core around which a future resource might be developed.
Hole PEP026 was drilled in the NW end underneath the discovery hole PEP001, to test a structure identified in early drilling. Broken ground was intersected in shallower sections, before a substantial gold intersection lower in the hole.
PEP027 was drilled beyond the SE margin of previous drilling to test the depth extent of a large, silicified outcrop that was mapped to the south of the current area of focus, with a substantial thickness of gold mineralisation being intersected. The nature of this material suggests a later phase of mineralisation from the two main events seen to date, one that is slightly lower in grade than that so far defined. However, this zone appears thick and on surface, outcrop extends some distance southward and will be followed up in later drilling extending southward.
Drill intersections for these most recent five holes are as follows:
Table 1. Drill Intercepts
Discussion
Drilling thus far has been largely focussed within an area of roughly 150m x 150m. This has been done intentionally, both because the thick, high-grade mineralisation is potentially amenable to being moved to an economic resource very quickly, even within a small area, but also to allow time for development of targets and physical access toward the north where previously announced surface geochemistry has suggested substantial extension potential.
As announced on February 4th 2025, previous surface geochemistry collected by MMA, has identified a large, highly anomalous region to the north of the current Pepas mineralisation. Company geological teams have begun to expand on this work, resulting in the identification of a large, highly mineralised channel sample some 200m north of the limit of current drilling (Figure 4).
The Company is advanced in planning to move the drill rig into this zone, however this requires not only greater geological understanding to direct drilling, but also the development of physical access for rigs and machinery.
While access work continues, the Company has just begun a drone aeromagnetic survey over the Pepas area, designed to provide high resolution geophysical data to assist in increasing understanding of the structural architecture of the Pepas deposit. This survey is expected to be completed within a week, with data being made available later in March. It is hoped these data may shed light on the sense of movement of later faults that would seem to have broken up the mineralisation, as well as providing vectors to a deeper source.
Figure 4. Pepas soil sampling
Metallurgy
Last week a bulk composite sample of Pepas mineralisation was sent to a metallurgical laboratory in Canada for the first phase of metallurgical testing for Pepas. This work will be preliminary in nature, designed to provide guidance and parameters for future feasibility related metallurgical work.
Holes Drilled post MMA transaction
14 holes have been drilled at Pepas since the MMA transaction in November 2024.
Assay results are tabulated below.
Table 2. Results to date, post MMA transaction
El Cedro
The El Cedro (and El Roble) prospect lies to the south of the same integrated licence that hosts both Pepas and APTA, and is roughly 4km south of the APTA base camp.
Work on the area began some years ago before Orosur's tenure, when Anglo American undertook reconnaissance mapping and sampling, identifying a highly prospective gold/copper porphyry system.
Little work was then undertaken until late 2021, when the Company's previous JV partner MMA re-entered the area to carry out mapping, sampling and ground geophysics that largely confirmed Anglo American's previous work and mapped several large dioritic intrusions and associated epithermal systems. Sampling was limited to creeks and drainages, and several small areas in the centre of the zone. However, wide areas of gold anomalism were identified in soils and channel samples, with assays above 5g/t Au identified across a large area, with associated copper and molybdenum anomalism (Figure 5).
Older airborne magnetic data suggests the presence of a large intrusive complex demonstrating a 'ring' structure, often seen in such environments.
The Company is currently in the advanced stages of logistical planning and socialisation to allow a large-scale sampling program to commence as soon as possible. Work will concentrate on confirmation of the previous phases of work by Anglo American and MMA and expanding the scope with ridge and spur soil sampling over a 2km x 2km area.
It is hoped work can commence in March.
Figure 5. El Cedro Sampling - historical and planned - over airborne magnetics
Orosur CEO Brad George commented:
'Anzá has come a long way in no time at all. Pepas began with a bang and is now well into the phase of serious geological work to assess its size and metallurgical characteristics. In parallel, we are now commencing work at El Cedro to hopefully confirm this as a large gold porphyry system. Added to APTA and El Pantano we hope to soon have multiple major gold irons in the fire during a bouyant gold market - all owned 100%.'
For further information, visit www.orosur.ca, follow on X @orosurm or please contact:
Orosur Mining Inc
Louis Castro, Chairman,
Brad George, CEO
[email protected]
Tel: +1 (778) 373-0100
SP Angel Corporate Finance LLP - Nomad & Joint Broker
Jeff Keating / Jen Clarke / Devik Mehta
Tel: +44 (0) 20 3470 0470
Turner Pope Investments (TPI) Ltd - Joint Broker
Andy Thacker/James Pope
Tel: +44 (0)20 3657 0050
Flagstaff Communications and Investor Communications
Tim Thompson
Mark Edwards
Fergus Mellon
[email protected]
Tel: +44 (0)207 129 1474
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ('MAR') which has been incorporated into UK law by the European Union (Withdrawal) Act 2018. Upon the publication of this announcement via Regulatory Information Service ('RIS'), this inside information is now considered to be in the public domain.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Drill Hole Details - Pepas prospect 2022/2024 Programme*
Hole ID
Easting (m)
Northing (m)
Elevation asl (m)
Dip (°)
Azimuth (°)
PEP-001
403384
705000
1001
-50
150
PEP-002
403384
705000
1001
-60
290
PEP-003
403240
705142
1001
-49.60
95.2
PEP-004
403508
705671
838
-59.8
99.8
PEP-005
403373
704990
1008
-49.8
94.6
PEP-007
403374
704990
1008
-69.9
170
PEP-008
403232
704803
971
-50
60
PEP-009
403032
705057
1055
-50
80
PEP-010
403375
705106
982
-50.31
190.4
PEP-011
403573
704939
1001
-50.3
255
PEP-012
403415
704890
997
-56
352
PEP-013
403413
704887
997
-50
43
PEP-014
403400
704910
1007
-50
43
PEP-015
403375
704938
1017
-50
43
PEP-016
403326
704912
999
-50
43
PEP-017
403365
704848
976
-40
47
PEP-018
403345
704851
977
-45
43
PEP-019
403446
704890
991
-45
43
PEP-020
403446
704890
991
-75
43
PEP-021
403424
704935
1012
-62
223
PEP-022
403424
704935
1012
-42
223
PEP-023
403245
704927
969
-50
43
PEP-024
403245
704927
969
-78
43
PEP-025
403369
704888
1001
-45
43
PEP-026
403339
704955
1008
-63
50
PEP-027
403468
704909
1003
-46
228
* Coordinates WGS84, UTM Zone 18
About Orosur Mining Inc.
Orosur Mining Inc. (TSXV: OMI; AIM: OMI) is a minerals explorer and developer currently operating in Colombia, Argentina and Nigeria.
About the Anzá Project
Anzá is a gold exploration project, comprising three exploration licences, a small exploitation permit and a large number of licence applications, totalling 399km2, in the prolific Mid-Cauca belt of Colombia.
The Anzá Project is currently wholly owned by Orosur via its subsidiaries, Minera Anzá S.A. and Minera Monte Aquila S.A.S.
The project is located 50km west of Medellin and is easily accessible by all-weather roads and boasts excellent infrastructure including water, power, communications and large exploration camp.
Qualified Persons Statement
The information in this news release was compiled, reviewed and verified by Mr. Brad George, BSc Hons (Geology and Geophysics), MBA, Member of the Australian Institute of Geoscientists (MAIG), CEO of Orosur Mining Inc. and a qualified person as defined by National Instrument 43-101.
Orosur Mining Inc. staff follow standard operating and quality assurance procedures to ensure that sampling techniques and sample results meet international reporting standards.
Drill core is split in half over widths that vary between 0.3m and 2m, depending upon the geological domain. One half is kept on site in the Minera Anzá core storage facility, with the other sent for assay.
Industry standard QAQC protocols are put in place with approximately 10% of total submitted samples being blanks, repeats or Certified Reference Materials (CRMs).
Samples for holes PEP-001 to PEP-011 were sent to the Medellin preparation facility of ALS Colombia Ltd, and then to the ISO 9001 certified ALS Chemex laboratory in Lima, Peru.
Samples from PEP-012 onwards are sent to Medellin laboratory of Actlabs for preparation and assay.
30 gram nominal weight samples are then subject to fire assay and AAS analysis for gold with gravimetric re-finish for overlimit assays of >5 g/t. ICP-MS Ultra-Trace level multi-element four-acid digest analyses may also undertaken for such elements as silver, copper, lead and zinc, etc.
Gold intersections are reported using a lower cut-off of 0.3g/t Au over 3m.
Forward Looking Statements
All statements, other than statements of historical fact, contained in this news release constitute 'forward looking statements' within the meaning of applicable securities laws, including but not limited to the 'safe harbour' provisions of the United States Private Securities Litigation Reform Act of 1995 and are based on expectations estimates and projections as of the date of this news release.
Forward-looking statements include, without limitation, the continuing focus on the Pepas prospect, the exploration plans in Colombia and the funding of those plans, and other events or conditions that may occur in the future. There can be no assurance that such statements will prove to be accurate. Actual results and future events could differ materially from those anticipated in such forward-looking statements. Such statements are subject to significant risks and uncertainties including, but not limited to those described in the Section 'Risks Factors' of the Company's MD&A for the year ended May 31, 2024. The Company's continuance as a going concern is dependent upon its ability to obtain adequate financing, to reach profitable levels of operations and to reach a satisfactory closure of the Creditor´s Agreement in Uruguay. These material uncertainties may cast significant doubt upon the Company's ability to realize its assets and discharge its liabilities in the normal course of business and accordingly the appropriateness of the use of accounting principles applicable to a going concern. The Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events and such forward-looking statements, except to the extent required by applicable law.

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Overview On Jan. 17, 2024, HGV completed the acquisition of Bluegreen Vacations Holding Corporation ('Bluegreen' or 'Bluegreen Vacations'). For the quarter ended June 30, 2025, diluted EPS was $0.25 compared to $0.02 for the quarter ended June 30, 2024. Net income attributable to stockholders and Adjusted EBITDA attributable to stockholders were $25 million and $233 million, respectively, for the quarter ended June 30, 2025, compared to net income attributable to stockholders and Adjusted EBITDA attributable to stockholders of $2 million and $262 million, respectively, for the quarter ended June 30, 2024. Total revenues for the quarter ended June 30, 2025, were $1.266 billion compared to $1.235 billion for the quarter ended June 30, 2024. Net income attributable to stockholders and Adjusted EBITDA attributable to stockholders for the quarter ended June 30, 2025, included a net deferral of $45 million relating to projects under construction in Hawaii and Japan during the period. During the first quarter of 2025, the Company renamed the line item 'Sales, marketing, brand and other fees,' as previously shown on the condensed consolidated statements of income, and used elsewhere within the filing, to 'Fee-for-service commissions, package sales and other,' to better align with the underlying activity. This change did not result in any reclassification of revenues and had no impact on the Company's consolidated results for any of the periods presented. Consolidated Segment Highlights – Second Quarter of 2025 Real Estate Sales and Financing For the quarter ended June 30, 2025, Real Estate Sales and Financing segment revenues were $760 million, an increase of $20 million compared to the quarter ended June 30, 2024. Real Estate Sales and Financing segment Adjusted EBITDA and Adjusted EBITDA profit margin were $176 million and 23.2%, respectively, for the quarter ended June 30, 2025, compared to $193 million and 26.1%, respectively, for the quarter ended June 30, 2024. Real Estate Sales and Financing segment revenues in the second quarter of 2025 increased primarily due to a $24 million increase in financing revenue partially offset by a $6 million decrease in sales revenue. Real Estate Sales and Financing segment Adjusted EBITDA reflects a net deferral of $45 million due to the deferral of sales and related expenses of VOIs under construction for the quarter ended June 30, 2025, compared to $8 million net deferral of sales and related expenses for the quarter ended June 30, 2024, both of which decreased reported Adjusted EBITDA attributable to stockholders. Contract sales for the quarter ended June 30, 2025, increased $77 million to $834 million compared to the quarter ended June 30, 2024. For the quarter ended June 30, 2025, tours decreased by 0.5% and VPG increased by 11.1% compared to the quarter ended June 30, 2024. For the quarter ended June 30, 2025, fee-for-service contract sales represented 17.0% of contract sales compared to 19.5% for the quarter ended June 30, 2024. Financing revenues for the quarter ended June 30, 2025, increased by $24 million compared to the quarter ended June 30, 2024. This was driven primarily by an increase in the weighted average interest rate of 10 basis points for the originated portfolio and a reduction in the premium amortization of acquired timeshare financing receivables as of June 30, 2025, compared to June 30, 2024. Resort Operations and Club Management For the quarter ended June 30, 2025, Resort Operations and Club Management segment revenue was $405 million, an increase of $19 million compared to the quarter ended June 30, 2024. Resort Operations and Club Management segment Adjusted EBITDA and Adjusted EBITDA profit margin were $149 million and 36.8%, respectively, for the quarter ended June 30, 2025, compared to $152 million and 39.4%, respectively, for the quarter ended June 30, 2024. Inventory The estimated value of the Company's total contract sales pipeline is $13.3 billion at current pricing. The total pipeline includes $10.7 billion of sales relating to inventory that is currently available for sale at open or soon-to-open projects. The remaining $2.6 billion of sales is related to inventory at new or existing projects that will be made available for sale. Owned inventory represents 90.6% of the Company's total pipeline. Approximately 81.3% of the owned inventory pipeline is currently available for sale. Fee-for-service inventory represents 9.4% of the Company's total pipeline. Approximately 68.2% of the fee-for-service inventory pipeline is currently available for sale. Balance Sheet and Liquidity Total cash and cash equivalents were $269 million and total restricted cash was $323 million as of June 30, 2025. As of June 30, 2025, the Company had $4.6 billion of corporate debt, net outstanding with a weighted average interest rate of 5.991% and $2.5 billion of non-recourse debt, net outstanding with a weighted average interest rate of 5.258%. As of June 30, 2025, the Company's liquidity position consisted of $269 million of unrestricted cash and $794 million remaining borrowing capacity under the revolver facility. As of June 30, 2025, HGV has $120 million remaining borrowing capacity under the Timeshare Facility. As of June 30, 2025, the Company had $937 million of notes that were current on payments but not securitized. Of that figure, approximately $429 million could be monetized through either warehouse borrowing or securitization while another $260 million of mortgage notes anticipate being eligible following certain customary milestones such as first payment, deeding and recording. Free cash flow was $28 million for the quarter ended June 30, 2025, compared to $95 million for the same period in the prior year. Adjusted free cash flow was $135 million for the quarter ended June 30, 2025, compared to $370 million for the same period in the prior year. Adjusted free cash flow for the quarter ended June 30, 2025, and 2024 includes add-backs of $53 million and $62 million, respectively for acquisition and integration related costs and $13 million related to litigation settlement payment for the quarter ended June 30, 2024. As of June 30, 2025, the Company's total net leverage on a trailing 12-month basis, inclusive of all anticipated cost synergies, was approximately 3.9x. Financing Business Optimization In light of HGV's recent capital markets consolidation and strong track record of execution in securitization markets, the Company intends to take advantage of its significant excess liquidity position by optimizing its securitization strategy through increased use of non-recourse credit markets, generating incremental cash flow that can be deployed for additional capital returns and business reinvestment. Subsequent Events On July 11, 2025, the Company completed a term securitization of approximately ¥9.5 billion of timeshare loans through Hilton Grand Vacations Japan Trust 2025-1 ('the Trust' or 'SMRAI'), with a coupon rate of 1.41%. One class of notes were issued by the Trust, and the collateralized timeshare notes are domiciled in Japan. The proceeds will primarily be used for general corporate purposes. On July 29, 2025, HGV's Board of Directors approved a new share repurchase program authorizing the Company to repurchase up to an aggregate of $600 million of its outstanding shares of common stock over a two-year period, which is in addition to the amount remaining under the current 2024 Repurchase Plan. Repurchases may be conducted in the open market, in privately negotiated transactions or such other manner as determined by HGV, including through repurchase plans complying with the rules and regulations of the Securities and Exchange Commission (the 'SEC'). The timing and actual number of shares repurchased under any share repurchase plan will depend on a variety of factors, including the stock price, available liquidity and market conditions. The shares are retired upon repurchase. The share repurchase plans do not obligate HGV to repurchase any dollar amount or number of shares of common stock, and they may be suspended or discontinued at any time. Total Construction Deferrals and/or Recognitions Included in Results Reported Under Accounting Standards Codification Topic 606 ('ASC 606') The Company's Adjusted EBITDA as reported under ASC 606 includes construction-related recognitions and deferrals of revenues and related expenses as detailed in Table T-1 below. Under ASC 606, the Company defers revenues and related expenses pertaining to sales at projects that occur during periods when that project is under construction until the period when construction is completed. 2025 First Quarter Second Quarter Third Quarter Fourth Quarter Full Year Sales of VOIs (deferrals) recognitions $ (126 ) $ (82 ) $ — $ — $ (208 ) Cost of VOI sales (deferrals) recognitions (1) (37 ) (23 ) — — (60 ) Sales and marketing expense (deferrals) recognitions (21 ) (14 ) — — (35 ) Net construction (deferrals) recognitions (2) $ (68 ) $ (45 ) $ — $ — $ (113 ) Net (loss) income attributable to stockholders $ (17 ) $ 25 $ — $ — $ 8 Net income attributable to noncontrolling interest 5 3 — — 8 Net (loss) income (12 ) 28 — — 16 Interest expense 77 79 — — 156 Income tax expense 6 15 — — 21 Depreciation and amortization 67 59 — — 126 Interest expense and depreciation and amortization included in equity in earnings from unconsolidated affiliates — 1 — — 1 EBITDA 138 182 — — 320 Other gain, net (6 ) (4 ) — — (10 ) Share-based compensation expense 12 23 — — 35 Acquisition and integration-related expense 28 26 — — 54 Impairment expense — 1 — — 1 Other adjustment items (3) 13 10 — — 23 Adjusted EBITDA 185 238 — — 423 Adjusted EBITDA attributable to noncontrolling interest 5 5 — — 10 Adjusted EBITDA attributable to stockholders $ 180 $ 233 $ — $ — $ 413 Expand T-1 NET CONSTRUCTION DEFERRAL ACTIVITY (CONTINUED, in millions) 2024 NET CONSTRUCTION DEFERRAL ACTIVITY First Quarter Second Quarter Third Quarter Fourth Quarter Full Year Sales of VOIs recognitions (deferrals) $ 2 $ (13 ) $ 49 $ (90 ) $ (52 ) Cost of VOI sales (deferrals) recognitions (1) (1 ) (4 ) 15 (28 ) (18 ) Sales and marketing expense (deferrals) recognitions — (1 ) 7 (13 ) (7 ) Net construction recognitions (deferrals) (2) $ 3 $ (8 ) $ 27 $ (49 ) $ (27 ) Net (loss) income attributable to stockholders $ (4 ) $ 2 $ 29 $ 20 $ 47 Net income attributable to noncontrolling interest 2 2 3 6 13 Net (loss) income (2 ) 4 32 26 60 Interest expense 79 87 84 79 329 Income tax expense (11 ) 3 61 23 76 Depreciation and amortization 62 68 68 70 268 Interest expense and depreciation and amortization included in equity in earnings from unconsolidated affiliates 1 2 (1 ) — 2 EBITDA 129 164 244 198 735 Other loss (gain), net 5 3 (9 ) 12 11 Share-based compensation expense 9 18 11 9 47 Acquisition and integration-related expense 109 48 36 44 237 Impairment expense 2 — — — 2 Other adjustment items (3) 22 33 25 (18 ) 62 Adjusted EBITDA 276 266 307 245 1,094 Adjusted EBITDA attributable to noncontrolling interest 3 4 4 5 16 Adjusted EBITDA attributable to stockholders $ 273 $ 262 $ 303 $ 240 $ 1,078 Expand (1) Includes anticipated Costs of VOI sales related to inventory associated with Sales of VOIs under construction that will be acquired once construction is complete. (2) The table represents deferrals and recognitions of Sales of VOIs revenue and direct costs for properties under construction. (3) Includes costs associated with restructuring, one-time charges and other non-cash items. This amount also includes the amortization of premiums resulting from purchase accounting. Expand Conference Call Hilton Grand Vacations will host a conference call on July 31, 2025, at 11 a.m. (ET) to discuss second quarter results. To access the live teleconference, please dial 1-877-407-0784 in the U.S./Canada (or +1-201-689-8560 internationally) approximately 15 minutes prior to the teleconference's start time. A live webcast will also be available by logging onto the HGV Investor Relations website at In the event of audio difficulties during the call on the toll-free number, participants are advised that accessing the call using the +1-201-689-8560 dial-in number may bypass the source of audio difficulties. A replay will be available within 24 hours after the teleconference's completion through Aug. 14, 2025. To access the replay, please dial 1-844-512-2921 in the U.S. (+1-412-317-6671 internationally) using ID# 13751067. A webcast replay and transcript will also be available within 24 hours after the live event at Forward Looking Statements This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. 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 press release 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, financial condition or credit rating. For a more detailed discussion of these factors, see the information under the captions 'Risk Factors' and 'Management's Discussion and Analysis of Financial Condition and Results of Operations' in HGV's most recent Annual Report on Form 10-K, which may be supplemented and updated by the risk factors in HGV's quarterly reports, current reports and other filings HGV makes with the SEC. HGV's forward-looking statements speak only as of the date of this communication or as of the date they are made. HGV disclaims any intent or obligation to update any 'forward-looking statement' made in this communication to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time. Non-GAAP Financial Measures The Company refers to certain non-GAAP financial measures in this press release, including Adjusted Net Income or Loss, Adjusted Net Income or Loss Attributable to Stockholders, 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, profits and profit margins for HGV's key activities - real estate, financing, resort and club management, and rental and ancillary services. Please see the tables in this press release and 'Definitions' for additional information and reconciliations of such non-GAAP financial measures. The Company believes 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 key activities into operating profit, both in dollars and as margins, and are frequently used by securities analysts, investors and other interested parties as one of common performance measures to compare results or estimate valuations across companies in our industry. The Company refers to Adjusted EBITDA guidance excluding deferrals and recognitions, which does not take into account any future deferrals of revenues and direct expenses related to the sales of VOIs under construction that are recognized, only on a non-GAAP basis, as the quantification of reconciling items to the most directly comparable U.S. GAAP financial measure is not readily available without unreasonable effort due to uncertainties associated with the timing and amount of such items. These items may create a material difference between the non-GAAP and comparable U.S. GAAP results. We define Adjusted EBITDA Attributable to Stockholders as Adjusted EBITDA excluding amounts attributable to the noncontrolling interest in HGV/Big Cedar Vacations in which HGV owns a 51% interest ('Big Cedar'). About Hilton Grand Vacations Inc. Hilton Grand Vacations Inc. (NYSE:HGV) is recognized as a leading global timeshare company and is the exclusive vacation ownership partner of Hilton. With headquarters in Orlando, Florida, Hilton Grand Vacations develops, markets, and operates a system of brand-name, high-quality vacation ownership resorts in select vacation destinations. Hilton Grand Vacations has a reputation for delivering a consistently exceptional standard of service, and unforgettable vacation experiences for guests and nearly 725,000 Club Members. Membership with the Company provides best-in-class programs, exclusive services and maximum flexibility for our Members around the world. For more information, visit Follow us on Instagram, Facebook, LinkedIn, X (formerly Twitter), Pinterest and YouTube. HILTON GRAND VACATIONS INC. DEFINITIONS EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders EBITDA, presented herein, is a financial measure that is not recognized under U.S. GAAP that reflects net income (loss), before interest expense (excluding non-recourse debt), a provision for income taxes and depreciation and amortization. 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 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 calculated as Adjusted EBITDA, as previously defined, excluding amounts attributable to the noncontrolling interest in Big Cedar. EBITDA profit margin, presented herein, represents EBITDA, as previously defined, divided by total revenues. Adjusted EBITDA profit margin, presented herein, represents Adjusted EBITDA, as previously defined, divided by total revenues. EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders are not recognized terms under U.S. GAAP and should not be considered as alternatives to net income (loss) or other measures of financial performance or liquidity derived in accordance with U.S. GAAP. In addition, our definitions of EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders may not be comparable to similarly titled measures of other companies. HGV believes that EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders provide useful information to investors about us and our financial condition and results of operations for the following reasons: (i) EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders are among the measures used by our management team to evaluate our operating performance and make day-to-day operating decisions; and (ii) EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders are frequently used by securities analysts, investors and other interested parties as a common performance measure to compare results or estimate valuations across companies in our industry. EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders have limitations as analytical tools and should not be considered either in isolation or as a substitute for net income (loss), cash flow or other methods of analyzing our results as reported under U.S. GAAP. Some of these limitations are: EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders do not reflect changes in, or cash requirements for, our working capital needs; EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders do not reflect our interest expense (excluding interest expense on non-recourse debt), or the cash requirements necessary to service interest or principal payments on our indebtedness; EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders do not reflect our tax expense or the cash requirements to pay our taxes; EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders do not reflect historical cash expenditures or future requirements for capital expenditures or contractual commitments; EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders do not reflect the effect on earnings or changes resulting from matters that we consider not to be indicative of our future operations; EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders do not reflect any cash requirements for future replacements of assets that are being depreciated and amortized; and EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders may be calculated differently from other companies in our industry limiting their usefulness as comparative measures. Because of these limitations, EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders should not be considered as discretionary cash available to us to reinvest in the growth of our business or as measures of cash that will be available to us to meet our obligations. Adjusted Net Income, Adjusted Net Income Attributable to Stockholders and Adjusted Diluted EPS Attributable to Stockholders Adjusted Net Income, presented herein, is calculated as net income (loss) further adjusted to exclude certain items, including, but not limited to, gains, losses and expenses in connection with costs associated with acquisitions, restructuring, amortization of premiums and discounts resulting from purchase accounting, and other non-cash and one-time charges. Adjusted Net Income Attributable to Stockholders, presented herein, is calculated as Adjusted Net Income, as defined above, excluding amounts attributable to the noncontrolling interest in Big Cedar. Adjusted Diluted EPS, presented herein, is calculated as Adjusted Net Income Attributable to Stockholders, as defined above, divided by diluted weighted average shares outstanding. Adjusted Net Income, Adjusted Net Income Attributable to Stockholders and Adjusted Diluted EPS are not recognized terms under U.S. GAAP and should not be considered as alternatives to net income (loss) or other measures of financial performance or liquidity derived in accordance with U.S. GAAP. In addition, our definition may not be comparable to similarly titled measures of other companies. Adjusted Net Income, Adjusted Net Income Attributable to Stockholders and Adjusted Diluted EPS are useful to assist our investors in evaluating our ongoing operating performance for the current reporting period and, where provided, over different reporting periods. Free Cash Flow and Adjusted Free Cash Flow Free Cash Flow represents cash from operating activities less non-inventory capital spending. Adjusted Free Cash Flow represents free cash flow further adjusted for net non-recourse debt activities and other one-time adjustment items including, but not limited to, costs associated with acquisitions. We consider Free Cash Flow and Adjusted Free Cash Flow to be liquidity measures not recognized under U.S. GAAP that provide useful information to both management and investors about the amount of cash generated by operating activities that can be used for investing and financing activities, including strategic opportunities and debt service. We do not believe these non-GAAP measures to be a representation of how we will use excess cash. Non-GAAP Measures within Our Segments Sales revenue represents sales of VOIs, net, and Fee-for-service commissions earned from the sale of fee-for-service VOIs. Fee-for-service commissions represents Fee-for-service commissions, package sales and other fees, which corresponds to the applicable line item from our condensed consolidated statements of income, adjusted by package sales and other fees earned primarily from discounted marketing related packages which encompass a sales tour to prospective owners. Real estate expense represents costs of VOI sales and Sales and marketing expense, net. Sales and marketing expense, net represents sales and marketing expense, which corresponds to the applicable line item from our condensed consolidated statements of income, adjusted by package sales and other fees earned primarily from discounted marketing related packages which encompass a sales tour to prospective owners. Both fee-for-service commissions and sales and marketing expense, net, represent non-GAAP measures. We present these items net because it provides a meaningful measure of our underlying real estate profit related to our primary real estate activities which focus on the sales and costs associated with our VOIs. 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 condensed consolidated statements of income. Financing profit margin is calculated as a percentage by dividing financing profit by financing revenue. We consider this to be an important non-GAAP operating measure because it measures the efficiency and profitability of our financing business in connection with our VOI sales. Resort and club management profit represents resort and club management revenue, net of resort and club management expense, both of which correspond to the applicable line items from our condensed 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 condensed 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. Real Estate 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 condensed consolidated statements of income due to the requirements for revenue recognition, as well as adjustments for incentives. While we do not record the purchase price of sales of VOI products developed by fee-for-service partners as revenue in our condensed consolidated financial statements, rather recording the commission earned as revenue in accordance with U.S. GAAP, we believe contract sales to be an important operational metric, reflective of the overall volume and pace of sales in our business and believe it provides meaningful comparability of HGV's results the results of our competitors which may source their VOI products differently. HGV believes 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 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations in our most recent Quarterly Report on form 10-Q for the period ended June 30, 2025. Developed Inventory refers to VOI inventory that is sourced from projects developed by HGV. Fee-for-Service Inventory refers to VOI inventory HGV sells and manages on behalf of third-party developers. Just-in-Time Inventory refers to VOI inventory primarily sourced in transactions that are designed to closely correlate the timing of the acquisition with HGV's sale of that inventory to purchasers. Points-Based Inventory refers to VOI sales that are backed by physical real estate that is or will be contributed to a trust. Net Owner Growth ('NOG') represents the year-over-year change in membership. Tour flow represents the number of sales presentations given at HGV's sales centers during the period. Volume per guest ('VPG') represents the sales attributable to tours at HGV's sales locations and is calculated by dividing contract sales, excluding telesales, by tour flow. HGV considers VPG to be an important operating measure because it measures the effectiveness of HGV's sales process, combining the average transaction price with closing rate. December 31, 2024 (unaudited) ASSETS Cash and cash equivalents $ 269 $ 328 Restricted cash 323 438 Accounts receivable, net 444 315 Timeshare financing receivables, net 2,979 3,006 Inventory 2,406 2,244 Property and equipment, net 828 792 Operating lease right-of-use assets, net 77 84 Investments in unconsolidated affiliates 74 73 Goodwill 1,985 1,985 Intangible assets, net 1,760 1,787 Other assets 593 390 TOTAL ASSETS $ 11,738 $ 11,442 LIABILITIES AND EQUITY Accounts payable, accrued expenses and other $ 1,216 $ 1,125 Advanced deposits 235 226 Debt, net 4,574 4,601 Non-recourse debt, net 2,499 2,318 Operating lease liabilities 95 100 Deferred revenues 551 252 Deferred income tax liabilities 928 925 Total liabilities 10,098 9,547 Equity: Preferred stock, $0.01 par value; 300,000,000 authorized shares, none issued or outstanding as of June 30, 2025 and December 31, 2024 — — Common stock, $0.01 par value; 3,000,000,000 authorized shares, 89,458,267 shares issued and outstanding as of June 30, 2025, and 96,720,179 shares issued and outstanding as of December 31, 2024 1 1 Additional paid-in capital 1,326 1,399 Accumulated retained earnings 167 352 Accumulated other comprehensive loss (5 ) — Total stockholders' equity 1,489 1,752 Noncontrolling interest 151 143 Total equity 1,640 1,895 TOTAL LIABILITIES AND EQUITY $ 11,738 $ 11,442 Expand Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Revenues Sales of VOIs, net $ 469 $ 471 $ 847 $ 909 Fee-for-service commissions, package sales and other fees 165 167 307 312 Financing 126 102 251 206 Resort and club management 183 171 366 337 Rental and ancillary services 195 195 382 376 Cost reimbursements 128 129 261 251 Total revenues 1,266 1,235 2,414 2,391 Expenses Cost of VOI sales 38 65 63 113 Sales and marketing 479 453 904 854 Financing 54 44 109 83 Resort and club management 56 48 110 102 Rental and ancillary services 203 188 409 361 General and administrative 58 58 104 103 Acquisition and integration-related expense 26 48 54 157 Depreciation and amortization 59 68 126 130 License fee expense 52 40 101 75 Impairment expense 1 — 1 2 Cost reimbursements 128 129 261 251 Total operating expenses 1,154 1,141 2,242 2,231 Interest expense (79 ) (87 ) (156 ) (166 ) Equity in earnings from unconsolidated affiliates 6 3 11 8 Other gain (loss), net 4 (3 ) 10 (8 ) Income (loss) before income taxes 43 7 37 (6 ) Income tax (expense) benefit (15 ) (3 ) (21 ) 8 Net income 28 4 16 2 Net income attributable to noncontrolling interest 3 2 8 4 Net income (loss) attributable to stockholders $ 25 $ 2 $ 8 $ (2 ) Earnings (loss) per share attributable to stockholders: Basic $ 0.26 $ 0.02 $ 0.09 $ (0.02 ) Diluted $ 0.25 $ 0.02 $ 0.08 $ (0.02 ) Expand (1) Earnings per share is calculated using whole numbers. Expand T-4 HILTON GRAND VACATIONS INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (in millions) Three Months Ended June 30, Six Months Ended June 30, Operating Activities Net income $ 28 $ 4 $ 16 $ 2 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 59 68 126 130 Amortization of deferred financing costs, acquisition premiums and other 18 38 37 63 Provision for financing receivables losses 101 95 180 159 Impairment expense 1 — 1 2 Other (gain) loss, net (4 ) 3 (10 ) 8 Share-based compensation 23 18 35 27 Deferred income tax expense — — 6 — Equity in earnings from unconsolidated affiliates (6 ) (3 ) (11 ) (8 ) Return on investment in unconsolidated affiliates — — 5 — Net changes in assets and liabilities, net of effects of acquisitions: Accounts receivable, net (63 ) (9 ) (123 ) 15 Timeshare financing receivables, net (131 ) (118 ) (224 ) (196 ) Inventory (30 ) (6 ) (63 ) (31 ) Purchases and development of real estate for future conversion to inventory (9 ) (17 ) (61 ) (50 ) Other assets 169 91 (222 ) (154 ) Accounts payable, accrued expenses and other (123 ) (33 ) 99 55 Advanced deposits (1 ) 5 9 5 Deferred revenue 30 (23 ) 299 86 Net cash provided by operating activities 62 113 99 113 Investing Activities Acquisition of a business, net of cash and restricted cash acquired — 10 — (1,444 ) Capital expenditures for property and equipment (excluding inventory) (15 ) (7 ) (29 ) (17 ) Software capitalization costs (19 ) (11 ) (37 ) (20 ) Other — (1 ) — (1 ) Net cash used in investing activities (34 ) (9 ) (66 ) (1,482 ) Financing Activities Proceeds from debt 782 25 1,427 2,085 Proceeds from non-recourse debt 940 615 1,690 905 Repayment of debt (701 ) (289 ) (1,507 ) (397 ) Repayment of non-recourse debt (886 ) (415 ) (1,511 ) (1,231 ) Payment of debt issuance costs (6 ) (12 ) (13 ) (51 ) Repurchase and retirement of common stock (150 ) (100 ) (300 ) (199 ) Payment of withholding taxes on vesting of restricted stock units (1 ) — (8 ) (21 ) Proceeds from employee stock plan purchases 8 5 8 5 Proceeds from stock option exercises 2 1 2 7 Other — (1 ) (1 ) (2 ) Net cash (used in) provided by financing activities (12 ) (171 ) (213 ) 1,101 Effect of changes in exchange rates on cash, cash equivalents and restricted cash 6 (10 ) 6 (16 ) Net increase (decrease) in cash, cash equivalents and restricted cash 22 (77 ) (174 ) (284 ) Cash, cash equivalents and restricted cash, beginning of period 570 678 766 885 Cash, cash equivalents and restricted cash, end of period 592 601 592 601 Less: Restricted Cash 323 273 323 273 Cash and cash equivalents $ 269 $ 328 $ 269 $ 328 Expand T-5 HILTON GRAND VACATIONS INC. FREE CASH FLOW RECONCILIATION (in millions) Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Net cash provided by operating activities $ 62 $ 113 $ 99 $ 113 Capital expenditures for property and equipment (15 ) (7 ) (29 ) (17 ) Software capitalization costs (19 ) (11 ) (37 ) (20 ) Free Cash Flow $ 28 $ 95 $ 33 $ 76 Non-recourse debt activity, net 54 200 179 (326 ) Acquisition and integration-related expense 26 48 54 157 Litigation settlement payment — 13 — 63 Other adjustment items (1) 27 14 53 26 Adjusted Free Cash Flow $ 135 $ 370 $ 319 $ (4 ) Expand (1) Includes capitalized acquisition and integration-related costs and other one-time adjustments. Expand Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Net income (loss) attributable to stockholders $ 25 $ 2 $ 8 $ (2 ) Net income attributable to noncontrolling interest 3 2 8 4 Net income 28 4 16 2 Interest expense 79 87 156 166 Income tax expense (benefit) 15 3 21 (8 ) Depreciation and amortization 59 68 126 130 Interest expense, depreciation and amortization included in equity in earnings from unconsolidated affiliates 1 2 1 3 EBITDA 182 164 320 293 Other (gain) loss, net (4 ) 3 (10 ) 8 Share-based compensation expense 23 18 35 27 Acquisition and integration-related expense 26 48 54 157 Impairment expense 1 — 1 2 Other adjustment items (1) 10 33 23 55 Adjusted EBITDA 238 266 423 542 Adjusted EBITDA attributable to noncontrolling interest 5 4 10 7 Adjusted EBITDA attributable to stockholders $ 233 $ 262 $ 413 $ 535 Segment Adjusted EBITDA: Real estate sales and financing (2) $ 176 $ 193 $ 309 $ 399 Resort operations and club management (2) 149 152 282 286 Adjustments: Adjusted EBITDA from unconsolidated affiliates 7 5 12 11 License fee expense (52 ) (40 ) (101 ) (75 ) General and administrative (3) (42 ) (44 ) (79 ) (79 ) Adjusted EBITDA 238 266 423 542 Adjusted EBITDA attributable to noncontrolling interest 5 4 10 7 Adjusted EBITDA attributable to stockholders $ 233 $ 262 $ 413 $ 535 Adjusted EBITDA profit margin 18.8 % 21.5 % 17.5 % 22.7 % EBITDA profit margin 14.4 % 13.3 % 13.3 % 12.3 % Expand (1) Includes costs associated with restructuring, one-time charges, other non-cash items and the amortization of premiums resulting from purchase accounting. (2) Includes intersegment transactions, share-based compensation, depreciation and other adjustments attributable to the segments. (3) Excludes segment related share-based compensation, depreciation and other adjustment items. Expand (1) Represents contract sales from fee-for-service properties on which we earn commissions and brand fees. (2) Represents the net impact related to deferrals of revenues and direct expenses related to the Sales of VOIs under construction that are recognized when construction is complete. (3) Includes adjustments for revenue recognition, including sales incentives and amounts in rescission. (4) Excluding the marketing revenue and other fees adjustment, Real Estate profit margin was 18.5% and 18.8% for the three months ended June 30, 2025 and 2024, respectively, and 16.2% and 20.8% for the six months ended June 30, 2025 and 2024, respectively. (5) 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. Expand T-10 HILTON GRAND VACATIONS INC. FINANCING PROFIT DETAIL SCHEDULE (in millions) Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Interest income $ 122 $ 116 $ 245 $ 228 Other financing revenue 12 14 22 22 Premium amortization of acquired timeshare financing receivables (8 ) (28 ) (16 ) (44 ) Financing revenue 126 102 251 206 Consumer financing interest expense 26 22 55 45 Other financing expense 26 20 51 34 Amortization of acquired non-recourse debt discounts and premiums, net 2 2 3 4 Financing expense 54 44 109 83 Financing profit $ 72 $ 58 $ 142 $ 123 Financing profit margin 57.1 % 56.9 % 56.6 % 59.7 % Expand (1) Consolidated NOG is a trailing-twelve-month concept which includes total member count for all club offerings for the twelve months ended June 30, 2025; the twelve months ended June 30, 2024 includes only HGV Max and Legacy-HGV-DRI members on a consolidated basis. Expand Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Club management revenue $ 70 $ 67 $ 142 $ 130 Resort management revenue 113 104 224 207 Resort and club management revenues 183 171 366 337 Club management expense 21 21 41 41 Resort management expense 35 27 69 61 Resort and club management expenses 56 48 110 102 Resort and club management profit $ 127 $ 123 $ 256 $ 235 Resort and club management profit margin 69.4 % 71.9 % 69.9 % 69.7 % Expand T-12 HILTON GRAND VACATIONS INC. (in millions) Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Rental revenues $ 180 $ 181 $ 354 $ 350 Ancillary services revenues 15 14 28 26 Rental and ancillary services revenues 195 195 382 376 Rental expenses 191 177 386 340 Ancillary services expense 12 11 23 21 Rental and ancillary services expenses 203 188 409 361 Rental and ancillary services profit $ (8 ) $ 7 $ (27 ) $ 15 Rental and ancillary services profit margin (4.1 )% 3.6 % (7.1 )% 4.0 % Expand T-13 HILTON GRAND VACATIONS INC. (in millions) Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Sales of VOIs, net $ 469 $ 471 $ 847 $ 909 Fee-for-service commissions, package sales and other fees 165 167 307 312 Financing revenue 126 102 251 206 Real estate sales and financing segment revenues 760 740 1,405 1,427 Cost of VOI sales (38 ) (65 ) (63 ) (113 ) Sales and marketing expense (479 ) (453 ) (904 ) (854 ) Financing expense (54 ) (44 ) (109 ) (83 ) Marketing package stays (27 ) (20 ) (48 ) (33 ) Share-based compensation 5 3 9 6 Other adjustment items 9 32 19 49 Real estate sales and financing segment adjusted EBITDA $ 176 $ 193 $ 309 $ 399 Real estate sales and financing segment adjusted EBITDA profit margin 23.2 % 26.1 % 22.0 % 28.0 % Expand T-14 HILTON GRAND VACATIONS INC. RESORT AND CLUB MANAGEMENT SEGMENT ADJUSTED EBITDA (in millions) Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Resort and club management revenues $ 183 $ 171 $ 366 $ 337 Rental and ancillary services 195 195 382 376 Marketing package stays 27 20 48 33 Resort and club management segment revenue 405 386 796 746 Resort and club management expenses (56 ) (48 ) (110 ) (102 ) Rental and ancillary services expenses (203 ) (188 ) (409 ) (361 ) Share-based compensation 3 2 5 3 Resort and club segment adjusted EBITDA $ 149 $ 152 $ 282 $ 286 Resort and club management segment adjusted EBITDA profit margin 36.8 % 39.4 % 35.4 % 38.3 % Expand Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Net income (loss) attributable to stockholders $ 25 $ 2 $ 8 $ (2 ) Net income attributable to noncontrolling interest 3 2 8 4 Net income 28 4 16 2 Income tax expense (benefit) 15 3 21 (8 ) Net income (loss) before income taxes 43 7 37 (6 ) Certain items: Other (gain) loss, net (4 ) 3 (10 ) 8 Impairment expense 1 — 1 2 Acquisition and integration-related expense 26 48 54 157 Other adjustment items (1) 10 33 23 55 Adjusted income before income taxes 76 91 105 216 Income tax expense (23 ) (24 ) (38 ) (48 ) Adjusted net income 53 67 67 168 Net income attributable to noncontrolling interest 3 2 8 4 Adjusted net income attributable to stockholders $ 50 $ 65 $ 59 $ 164 Weighted average shares outstanding Diluted 92.2 104.3 94.5 104.3 Earnings (loss) per share attributable to stockholders (2): Diluted $ 0.25 $ 0.02 $ 0.08 $ (0.02 ) Adjusted diluted $ 0.54 $ 0.62 $ 0.62 $ 1.57 Expand (1) Includes costs associated with restructuring, one-time charges, the amortization of premiums and discounts resulting from purchase accounting and other non-cash items. (2) Earnings per share amounts are calculated using whole numbers. Expand T-16 HILTON GRAND VACATIONS INC. RECONCILIATION OF NON-GAAP PROFIT MEASURES TO GAAP MEASURE (in millions) Three Months Ended June 30, Six Months Ended June 30, ($ in millions) 2025 2024 2025 2024 Net income (loss) attributable to stockholders $ 25 $ 2 $ 8 $ (2 ) Net income attributable to noncontrolling interest 3 2 8 4 Net income 28 4 16 2 Interest expense 79 87 156 166 Income tax expense (benefit) 15 3 21 (8 ) Depreciation and amortization 59 68 126 130 Interest expense, depreciation and amortization included in equity in earnings from unconsolidated affiliates 1 2 1 3 EBITDA 182 164 320 293 Other (gain) loss, net (4 ) 3 (10 ) 8 Equity in earnings from unconsolidated affiliates (1) (7 ) (5 ) (12 ) (11 ) Impairment expense 1 — 1 2 License fee expense 52 40 101 75 Acquisition and integration-related expense 26 48 54 157 General and administrative 58 58 104 103 Profit $ 308 $ 308 $ 558 $ 627 Real estate profit $ 117 $ 120 $ 187 $ 254 Financing profit 72 58 142 123 Resort and club management profit 127 123 256 235 Rental and ancillary services profit (8 ) 7 (27 ) 15 Profit $ 308 $ 308 $ 558 $ 627 Expand (1) Excludes impact of interest expense, depreciation and amortization included in equity in earnings from unconsolidated affiliates of $1 million for the three and six months ended June 30, 2025, and $2 million and $3 million for the three and six months ended June 30, 2024, respectively. Expand


Business Wire
7 minutes ago
- Business Wire
Lincoln Electric Reports Second Quarter 2025 Results
CLEVELAND--(BUSINESS WIRE)--Lincoln Electric Holdings, Inc. (the 'Company') (Nasdaq: LECO) today reported second quarter 2025 net income of $143.4 million, or diluted earnings per share (EPS) of $2.56, which includes special item after-tax net charges of $2.2 million, or $0.04 EPS. This compares with prior year period net income of $101.7 million, or $1.77 EPS, which included special item after-tax net charges of $32.6 million, or $0.57 EPS. Excluding special items, second quarter 2025 adjusted net income was $145.6 million, or $2.60 adjusted EPS. This compares with adjusted net income of $134.3 million, or $2.34 adjusted EPS, in the prior year period. 'I am pleased to report solid second quarter results, which demonstrate how we are effectively managing the business in a dynamic operating environment while positioning for long-term growth and margin expansion,' said Steven B. Hedlund, Chair & CEO. Share Second quarter 2025 sales increased 6.6% to $1,088.7 million reflecting a 2.9% increase in organic sales and 3.0% benefit from acquisitions. Operating income for the second quarter 2025 was $192.1 million, or 17.6% of sales. This compares with operating income of $148.8 million, or 14.6% of sales, in the prior year period. Excluding special items, adjusted operating income was $195.1 million, or 17.9% of sales, as compared with $177.6 million, or 17.4% of sales, in the prior year period. 'I am pleased to report solid second quarter results, which demonstrate how we are effectively managing the business in a dynamic operating environment while positioning for long-term growth and margin expansion,' said Steven B. Hedlund, Chair, President and Chief Executive Officer. 'With the progression of the business, our operating agility and strong cash generation, we are well positioned to continue to create value for our shareholders through the cycle.' Six Months 2025 Summary Net income for the six months ended June 30, 2025 was $261.9 million, or $4.66 EPS, which includes special item after-tax net charges of $5.6 million, or $0.10 EPS. This compares with prior year period net income of $225.1 million, or $3.91 EPS, which included special item after-tax net charges of $37.8 million, or $0.66 EPS. Excluding special items, adjusted net income for the six months ended June 30, 2025 was $267.5 million, or $4.76 EPS. This compares with adjusted net income of $262.9 million, or $4.57 adjusted EPS, in the prior year period. Sales increased 4.5% to $2,093.1 million in the six months ended June 30, 2025 primarily reflecting a 0.8% increase in organic sales and 3.9% benefit from acquisitions. Operating income for the six months ended June 30, 2025 was $357.1 million, or 17.1% of sales. This compares with operating income of $313.9 million, or 15.7% of sales, in the prior year period. Excluding special items, adjusted operating income was $364.6 million, or 17.4% of sales, as compared with $349.0 million, or 17.4% of sales, in the prior year period. Other Matters The Company has entered into an agreement to acquire the remaining 65% of Alloy Steel Australia (Int) Pty Ltd. ('Alloy Steel'), for approximately $90 million, which is expected to close on August 1, 2025, subject to the satisfaction of customary closing conditions. This transaction will result in the full ownership of Alloy Steel following the Company's April 1, 2025, acquisition of a 35% ownership interest. Alloy Steel supplies proprietary technology, engineering services and digital monitoring to the mining sector. Alloy Steel has annual revenues of approximately $50 million and their results will be reported in the International Welding segment. The acquisition is expected to be accretive to Company earnings, excluding transaction costs, at approximately $0.13 to $0.15 per diluted common share on an annual basis. Webcast Information A conference call to discuss second quarter 2025 financial results will be webcast live today, July 31, 2025, at 10:00 a.m., Eastern Time. Those interested in participating via webcast in listen-only mode can access the event here or on the Company's Investor Relations home page at For participants who would like to participate via telephone, please dial (888) 440-4368 (domestic) or (646) 960-0856 (international) and use confirmation code 6709091. A replay of the earnings call will be available via webcast on the Company's website. About Lincoln Electric Lincoln Electric is the world leader in the engineering, design, and manufacturing of advanced arc welding solutions, automated joining, assembly and cutting systems, plasma and oxy-fuel cutting equipment, and has a leading global position in brazing and soldering alloys. Lincoln is recognized as the Welding Expert™ for its leading materials science, software development, automation engineering, and application expertise, which advance customers' fabrication capabilities to help them build a better world. Headquartered in Cleveland, Ohio, Lincoln operates 71 manufacturing and automation system integration locations across 20 countries and maintains a worldwide network of distributors and sales offices serving customers in over 160 countries. For more information about Lincoln Electric and its products and services, visit the Company's website at Non-GAAP Information Adjusted operating income, adjusted net income, adjusted EBIT, adjusted effective tax rate, adjusted diluted earnings per share ('adjusted EPS'), Organic sales, Cash conversion, adjusted net operating profit after taxes and adjusted return on invested capital ('adjusted ROIC') are non-GAAP financial measures. Management uses non-GAAP measures to assess the Company's operating performance by excluding certain disclosed special items that management believes are not representative of the Company's core business. Management believes that excluding these special items enables them to make better period-over-period comparisons and benchmark the Company's operational performance against other companies in its industry more meaningfully. Furthermore, management believes that non-GAAP financial measures provide investors with meaningful information that provides a more complete understanding of Company operating results and enables investors to analyze financial and business trends more thoroughly. Non-GAAP financial measures should not be viewed in isolation, are not a substitute for GAAP measures and have limitations including, but not limited to, their usefulness as comparative measures as other companies may define their non-GAAP measures differently. Forward-Looking Statements The Company's expectations and beliefs concerning the future contained in this news release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements reflect management's current expectations and involve a number of risks and uncertainties. Forward-looking statements generally can be identified by the use of words such as 'may,' 'will,' 'expect,' 'intend,' 'estimate,' 'anticipate,' 'believe,' 'forecast,' 'guidance' or words of similar meaning. Actual results may differ materially from such statements due to a variety of factors that could adversely affect the Company's operating results. The factors include, but are not limited to: general economic, financial and market conditions; the effectiveness of commercial and operating initiatives; the effectiveness of information systems and cybersecurity programs; presence of artificial intelligence technologies; completion of planned divestitures; interest rates; disruptions, uncertainty or volatility in the credit markets that may limit our access to capital; currency exchange rates and devaluations; adverse outcome of pending or potential litigation; actual costs of the Company's rationalization plans; the Company's ability to complete acquisitions, including the Company's ability to successfully integrate acquisitions; market risks and price fluctuations related to the purchase of commodities and energy; global regulatory complexity; the effects of changes in tax law, including any changes from the new legislation implemented in the One Big Beautiful Bill Act; tariff rates in the countries where the Company conducts business; and the possible effects of events beyond our control, including but not limited to, the ongoing geopolitical conflicts, political unrest, acts of terror, natural disasters and pandemics on the Company or its customers, suppliers and the economy in general. For additional discussion, see 'Item 1A. Risk Factors' in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 and on Form 10-Q for the quarter ended March 31, 2025. Fav (Unfav) to Six Months Ended June 30, Prior Year 2025 % of Sales 2024 % of Sales $ % Net sales $ 2,093,061 100.0 % $ 2,002,880 100.0 % $ 90,181 4.5 % Cost of goods sold 1,322,066 63.2 % 1,250,668 62.4 % (71,398) (5.7) % Gross profit 770,995 36.8 % 752,212 37.6 % 18,783 2.5 % Selling, general & administrative expenses 407,526 19.5 % 407,232 20.3 % (294) (0.1) % Rationalization and asset impairment charges 6,407 0.3 % 31,095 1.6 % 24,688 79.4 % Operating income 357,062 17.1 % 313,885 15.7 % 43,177 13.8 % Interest expense, net 24,746 1.2 % 19,440 1.0 % (5,306) (27.3) % Other income 4,478 0.2 % 709 — 3,769 531.6 % Income before income taxes 336,794 16.1 % 295,154 14.7 % 41,640 14.1 % Income taxes 74,911 3.6 % 70,031 3.5 % (4,880) (7.0) % Effective tax rate 22.2 % 23.7 % 1.5 % Net income $ 261,883 12.5 % $ 225,123 11.2 % $ 36,760 16.3 % Basic earnings per share $ 4.69 $ 3.96 $ 0.73 18.4 % Diluted earnings per share $ 4.66 $ 3.91 $ 0.75 19.2 % Weighted average shares (basic) 55,801 56,841 Weighted average shares (diluted) 56,242 57,505 Expand Lincoln Electric Holdings, Inc. Financial Highlights (In thousands) (Unaudited) Balance Sheet Highlights Selected Consolidated Balance Sheet Data June 30, 2025 December 31, 2024 Cash and cash equivalents $ 299,481 $ 377,262 Accounts receivable, net 554,277 481,979 Inventories 621,440 544,037 Total current assets 1,725,226 1,645,281 Property, plant and equipment, net 660,672 619,181 Total assets 3,727,369 3,520,142 Trade accounts payable 375,833 296,590 Total current liabilities (1) 1,025,239 878,802 Long-term debt, less current portion 1,150,395 1,150,551 Total equity 1,379,613 1,327,433 Operating Working Capital June 30, 2025 December 31, 2024 Average operating working capital to Net sales (2) 18.4 % 16.9 % Invested Capital June 30, 2025 December 31, 2024 Short-term debt (1) $ 105,323 $ 110,524 Long-term debt, less current portion 1,150,395 1,150,551 Total debt 1,255,718 1,261,075 Total equity 1,379,613 1,327,433 Invested capital $ 2,635,331 $ 2,588,508 Total debt / invested capital 47.6 % 48.7 % Expand (1) Includes current portion of long-term debt. (2) Average operating working capital to Net sales is defined as the sum of Accounts receivable, Inventories and contract assets less Trade accounts payable and contract liabilities as of period end divided by annualized rolling three months of Net sales. Expand Lincoln Electric Holdings, Inc. Financial Highlights (In thousands, except per share amounts) (Unaudited) Non-GAAP Financial Measures Three Months Ended June 30, Six Months Ended June 30, Operating income as reported $ 192,144 $ 148,838 $ 357,062 $ 313,885 Special items (pre-tax): Rationalization and asset impairment charges (2) 2,542 26,490 6,407 31,095 Acquisition transaction costs (3) 429 2,182 1,231 3,944 Amortization of step up in value of acquired inventories (4) — 112 (140) 112 Adjusted operating income (1) $ 195,115 $ 177,622 $ 364,560 $ 349,036 As a percent of net sales 17.9 % 17.4 % 17.4 % 17.4 % Net income as reported $ 143,396 $ 101,708 $ 261,883 $ 225,123 Special items: Rationalization and asset impairment charges (2) 2,542 26,490 6,407 31,095 Acquisition transaction costs (3) 429 2,182 1,231 3,944 Amortization of step up in value of acquired inventories (4) — 112 (140) 112 Loss on asset disposal (5) — 4,950 — 4,950 Tax effect of Special items (6) (755) (1,182) (1,913) (2,308) Adjusted net income (1) 145,612 134,260 267,468 262,916 Interest expense, net 12,619 10,661 24,746 19,440 Income taxes as reported 40,163 34,916 74,911 70,031 Tax effect of Special items (6) 755 1,182 1,913 2,308 Adjusted EBIT (1) $ 199,149 $ 181,019 $ 369,038 $ 354,695 Effective tax rate as reported 21.9 % 25.6 % 22.2 % 23.7 % Net special item tax impact 0.0 % (4.4) % 0.1 % (2.1) % Adjusted effective tax rate (1) 21.9 % 21.2 % 22.3 % 21.6 % Diluted earnings per share as reported $ 2.56 $ 1.77 $ 4.66 $ 3.91 Special items per share 0.04 0.57 0.10 0.66 Adjusted diluted earnings per share (1) $ 2.60 $ 2.34 $ 4.76 $ 4.57 Weighted average shares (diluted) 55,968 57,366 56,242 57,505 Expand (1) Adjusted operating income, adjusted net income, adjusted EBIT, adjusted effective tax rate and adjusted diluted EPS are non-GAAP financial measures. Refer to Non-GAAP Information section. (2) 2025 charges primarily relate to rationalization plans initiated in Americas Welding and International Welding. 2024 charges primarily relate to rationalization plans initiated within International Welding and the Harris Products Group. (3) Transaction costs related to acquisitions which are included in Selling, general & administrative expenses. (4) Costs related to acquisitions which are included in Cost of goods sold. (5) Loss on asset disposal included in Other income (expense). (6) Includes the net tax impact of Special items recorded during the respective periods. The tax effect of Special items impacting pre-tax income was calculated as the pre-tax amount multiplied by the applicable tax rate. The applicable tax rates reflect the taxable jurisdiction and nature of each Special item. Expand Lincoln Electric Holdings, Inc. Financial Highlights (In thousands, except per share amounts) (Unaudited) Non-GAAP Financial Measures Twelve Months Ended June 30, Return on Invested Capital 2025 2024 Net income as reported $ 502,868 $ 511,110 Plus: Interest expense (after-tax) 42,688 36,607 Less: Interest income (after-tax) 6,636 7,654 Net operating profit after taxes $ 538,920 $ 540,063 Special Items: Rationalization and asset impairment charges 31,172 16,237 Acquisition transaction costs 4,332 3,944 Pension settlement charges 3,792 845 Amortization of step up in value of acquired inventories 4,771 4,964 Loss on asset disposal — 4,950 Tax effect of Special items (2) (11,118) 2,357 Adjusted net operating profit after taxes (1) $ 571,869 $ 573,360 Invested Capital June 30, 2025 June 30, 2024 Short-term debt $ 105,323 $ 6,254 Long-term debt, less current portion 1,150,395 1,098,430 Total debt 1,255,718 1,104,684 Total equity 1,379,613 1,312,906 Invested capital $ 2,635,331 $ 2,417,590 Return on invested capital as reported 20.4 % 22.3 % Adjusted return on invested capital (1) 21.7 % 23.7 % Expand (1) Adjusted net operating profit after taxes and adjusted ROIC are non-GAAP financial measures. Refer to Non-GAAP Information section. (2) Includes the net tax impact of Special items recorded during the respective periods. The tax effect of Special items impacting pre-tax income was calculated as the pre-tax amount multiplied by the applicable tax rate. The applicable tax rates reflect the taxable jurisdiction and nature of each Special item. Expand Lincoln Electric Holdings, Inc. Financial Highlights (In thousands, except per share amounts) (Unaudited) Condensed Consolidated Statements of Cash Flows Six Months Ended June 30, 2025 2024 OPERATING ACTIVITIES: Net income $ 261,883 $ 225,123 Adjustments to reconcile Net income to Net cash provided by operating activities: Rationalization and asset impairment net charges 675 23,751 Depreciation and amortization 48,246 42,451 Other non-cash items, net (14,919 ) 16,535 Changes in operating assets and liabilities, net of effects from acquisitions: Increase in accounts receivable (52,208 ) (14,484 ) Increase in inventories (47,648 ) (27,626 ) Increase in other current assets (3,408 ) (5,153 ) Increase in trade accounts payable 68,092 28,956 Increase (decrease) in other current liabilities 68,579 (5,092 ) Net change in other long-term assets and liabilities 229 19,520 NET CASH PROVIDED BY OPERATING ACTIVITIES 329,521 303,981 INVESTING ACTIVITIES: Capital expenditures (52,392 ) (49,395 ) Acquisition of businesses, net of cash acquired (32,309 ) (152,654 ) Proceeds from sale of property, plant and equipment 5,231 1,303 NET CASH USED BY INVESTING ACTIVITIES (79,470 ) (200,746 ) FINANCING ACTIVITIES: Payments on short-term borrowings (5,206 ) (578 ) Proceeds from long-term borrowings — 400,000 Payments on long-term borrowings (169 ) (400,339 ) Proceeds from exercise of stock options 6,394 24,981 Purchase of shares for treasury (233,824 ) (160,820 ) Cash dividends paid to shareholders (84,904 ) (81,696 ) NET CASH USED BY FINANCING ACTIVITIES (317,709 ) (218,452 ) Effect of exchange rate changes on Cash and cash equivalents (10,123 ) (5,898 ) Cash and cash equivalents at beginning of period 377,262 393,787 Cash and cash equivalents at end of period $ 299,481 $ 272,672 Cash dividends paid per share $ 1.50 $ 1.42 Expand Lincoln Electric Holdings, Inc. Segment Highlights (1) (In thousands) (Unaudited) Net sales $ 696,730 $ 232,824 $ 159,119 $ — $ 1,088,673 Inter-segment sales 43,391 7,641 5,110 (56,142) — Total sales $ 740,121 $ 240,465 $ 164,229 $ (56,142) $ 1,088,673 Net income $ 143,396 As a percent of total sales 13.2 % EBIT (1) $ 137,010 $ 28,999 $ 31,798 $ (1,629) $ 196,178 As a percent of total sales 18.5 % 12.1 % 19.4 % 18.0 % Special items charges (3) 905 1,551 86 429 2,971 Adjusted EBIT (2) $ 137,915 $ 30,550 $ 31,884 $ (1,200) $ 199,149 As a percent of total sales 18.6 % 12.7 % 19.4 % 18.3 % Three months ended June 30, 2024 Net sales $ 648,936 $ 238,758 $ 133,989 $ — $ 1,021,683 Inter-segment sales 37,800 8,849 3,272 (49,921) — Total sales $ 686,736 $ 247,607 $ 137,261 $ (49,921) $ 1,021,683 Net income $ 101,708 As a percent of total sales 10 % EBIT (1) $ 136,297 $ (5,525) $ 25,063 $ (8,550) $ 147,285 As a percent of total sales 19.8 % (2.2) % 18.3 % 14.4 % Special items charges (4) 354 31,234 (140) 2,286 33,734 Adjusted EBIT (2) $ 136,651 $ 25,709 $ 24,923 $ (6,264) $ 181,019 As a percent of total sales 19.9 % 10.4 % 18.2 % 17.7 % Expand (1) EBIT is defined as Operating income plus Other income. (2) The primary profit measure used by management to assess segment performance is adjusted EBIT. EBIT for each operating segment is adjusted for special items to derive adjusted EBIT. (3) Special items in 2025 primarily reflect Rationalization and asset impairments net charges of $905 in Americas Welding, $1,551 in International Welding and $86 in Harris Products Group, as well as acquisition transaction costs of $429 in Corporate/Eliminations. Expand Lincoln Electric Holdings, Inc. Segment Highlights (In thousands) (Unaudited) Six months ended June 30, 2025 Net sales $ 1,349,837 $ 451,885 $ 291,339 $ — $ 2,093,061 Inter-segment sales 73,763 14,473 9,094 (97,330) — Total sales $ 1,423,600 $ 466,358 $ 300,433 $ (97,330) $ 2,093,061 Net income $ 261,883 As a percent of total sales 12.5 % EBIT (1) $ 259,073 $ 50,599 $ 55,949 $ (4,081) $ 361,540 As a percent of total sales 18.2 % 10.8 % 18.6 % 17.3 % Special items charges (3) 3,040 2,963 264 1,231 7,498 Adjusted EBIT (2) $ 262,113 $ 53,562 $ 56,213 $ (2,850) $ 369,038 As a percent of total sales 18.4 % 11.5 % 18.7 % 17.6 % Six months ended June 30, 2024 Net sales $ 1,273,035 $ 474,519 $ 255,326 $ — $ 2,002,880 Inter-segment sales 67,778 17,257 6,365 (91,400) — Total sales $ 1,340,813 $ 491,776 $ 261,691 $ (91,400) $ 2,002,880 Net income $ 225,123 As a percent of total sales 11.2 % EBIT (1) $ 272,396 $ 19,182 $ 43,406 $ (20,390) $ 314,594 As a percent of total sales 20.3 % 3.9 % 16.6 % 15.7 % Special items charges (4) 354 34,304 1,396 4,047 40,101 Adjusted EBIT (2) $ 272,750 $ 53,486 $ 44,802 $ (16,343) $ 354,695 As a percent of total sales 20.3 % 10.9 % 17.1 % 17.7 % Expand (1) EBIT is defined as Operating income plus Other income. (2) The primary profit measure used by management to assess segment performance is adjusted EBIT. EBIT for each operating segment is adjusted for special items to derive adjusted EBIT. (3) Special items in 2025 primarily reflect Rationalization and asset impairments net charges of $3,040 in Americas Welding, $3,103 in International Welding and $264 in Harris Products Group, as well as acquisition transaction costs of $1,231 in Corporate/Eliminations. (4) Special items in 2024 primarily reflect rationalization net charges of $29,354 in International Welding, primarily due to the impact of the Company's disposition of its Russian entity, and $1,396 in the Harris Products Group, a loss on asset disposal of $4,950 recorded to Other income (expense) in International Welding, and acquisition transaction costs of $3,944 in Corporate/Eliminations. Expand Six Months Ended June 30 th Change in Net Sales by Segment Operating Segments Americas Welding $ 1,273,035 $ (47,086) $ 55,634 $ 77,519 $ (9,265) $ 1,349,837 International Welding 474,519 (29,820) 1,680 1,130 4,376 451,885 The Harris Products Group 255,326 15,458 21,392 — (837) 291,339 % Change Americas Welding (3.7) % 4.4 % 6.1 % (0.8) % 6.0 % International Welding (6.3) % 0.4 % 0.2 % 0.9 % (4.8) % The Harris Products Group 6.1 % 8.4 % — (0.4) % 14.1 % Consolidated (3.1) % 3.9 % 3.9 % (0.2) % 4.5 % Expand