What changed in this filing

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Item 9A. Controls and Procedures

2021-09-23 compared with 2020-09-24 · 78 added, 57 removed, 208 unchanged (39% of the section changed)

4 unchanged sentences

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Based upon their evaluation of the Company’s disclosure controls and procedures, the CEO and the CFO concluded that, as of the end of the period covered by this Form 10-K, the disclosure controls are effective to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required

disclosure and are effective to provide reasonable assurance that such information is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms.

The Company, including its CEO and CFO, does not expect that the Company’s controls and procedures will prevent or detect all error and all fraud.

8 unchanged sentences

There were no changes in the Company’s internal control over financial reporting during the quarter ended July 31, 2021 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

During the year ended July 31, 2020, the Company implemented certain internal controls in connection with its adoption of the new lease accounting standard.

There were no other changes in the Company’s internal control over financial reporting that occurred during its most recent fiscal year that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

OTHER INFORMATION.

12 unchanged sentences

EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

Index to Financial Statements.

a) Index to Financial Statements.

(1) See Item 8.

“Financial Statements and Supplementary Data” for the index to the Financial Statements.

2 unchanged sentences

The following exhibits are either filed or furnished herewith (as applicable) or, if so indicated, incorporated by reference to the documents indicated in parentheses, which have previously been filed or furnished (as applicable) with the Securities and Exchange Commission.

Number Description

2.1 Transaction Agreement, dated as of May 24, 2013, between VR CPC Holdings, Inc.

30 unchanged sentences

filed on May 4, 2020) (File No.

4.2 Indenture, dated December 18, 2020, by and between Vail Resorts, Inc.

Bank National Association, as Trustee (including the form of 0.00% Convertible Senior Note due 2026).

(Incorporated by reference to Exhibit 4.1 on Form 8-K of Vail Resorts, Inc.

filed on December 18, 2020) (File No.

Number Description

4.3 Description of Securities (Incorporated by reference to Exhibit 4.1 on Form 10-Q of Vail Resorts, Inc.

for the quarter ended October 31, 2020 (File No.

10.1 Forest Service Unified Permit for Heavenly ski area, dated April 29, 2002 (File No.

Forest Service Unified Permit for Keystone ski area, dated December 30, 1996.

10.2(a) Forest Service Unified Permit for Keystone ski area, dated December 30, 1996.

(Incorporated by reference to Exhibit 99.2(a) on Form 10-Q of Vail Resorts, Inc.

for the quarter ended October 31, 2002) (File No.

Amendment No.

10.2(b) Amendment No.

2 to Forest Service Unified Permit for Keystone ski area.

1 unchanged sentence

for the quarter ended October 31, 2002) (File No.

Amendment No.

10.2(c) Amendment No.

3 to Forest Service Unified Permit for Keystone ski area.

1 unchanged sentence

for the year ended July 31, 2005) (File No.

Amendment No.

10.2(d) Amendment No.

4 to Forest Service Unified Permit for Keystone ski area.

1 unchanged sentence

for the year ended July 31, 2005) (File No.

Amendment No.

10.2(e) Amendment No.

5 to Forest Service Unified Permit for Keystone ski area.

1 unchanged sentence

for the year ended July 31, 2005) (File No.

Forest Service Unified Permit for Breckenridge ski area, dated December 31, 1996.

10.3(a) Forest Service Unified Permit for Breckenridge ski area, dated December 31, 1996.

(Incorporated by reference to Exhibit 99.3(a) on Form 10-Q of Vail Resorts, Inc.

for the quarter ended October 31, 2002) (File No.

Amendment No.

10.3(b) Amendment No.

1 to Forest Service Unified Permit for Breckenridge ski area.

1 unchanged sentence

for the quarter ended October 31, 2002) (File No.

Amendment No.

10.3(c) Amendment No.

2 to Forest Service Unified Permit for Breckenridge ski area.

1 unchanged sentence

for the year ended July 31, 2005) (File No.

Amendment No.

10.3(d) Amendment No.

3 to Forest Service Unified Permit for Breckenridge ski area.

1 unchanged sentence

for the year ended July 31, 2005) (File No.

Amendment No.

10.3(e) Amendment No.

4 to Forest Service Unified Permit for Breckenridge ski area.

1 unchanged sentence

for the year ended July 31, 2005) (File No.

Amendment No.

10.3(f) Amendment No.

5 to Forest Service Unified Permit for Breckenridge ski area.

1 unchanged sentence

for the quarter ended January 31, 2006) (File No.

Forest Service Unified Permit for Beaver Creek ski area.

10.4(a) Forest Service Unified Permit for Beaver Creek ski area.

(Incorporated by reference to Exhibit 99.4(a) on Form 10-Q of Vail Resorts, Inc.

for the quarter ended October 31, 2002) (File No.

Exhibits to Forest Service Unified Permit for Beaver Creek ski area.

10.4(b) Exhibits to Forest Service Unified Permit for Beaver Creek ski area.

(Incorporated by reference to Exhibit 99.4(b) on Form 10-Q of Vail Resorts, Inc.

for the quarter ended October 31, 2002) (File No.

Amendment No.

10.4(c) Amendment No.

1 to Forest Service Unified Permit for Beaver Creek ski area.

1 unchanged sentence

for the year ended July 31, 2005) (File No.

Amendment No.

10.4(d) Amendment No.

2 to Forest Service Unified Permit for Beaver Creek ski area.

1 unchanged sentence

for the year ended July 31, 2005) (File No.

Amendment to Forest Service Unified Permit for Beaver Creek ski area.

10.4(e) Amendment to Forest Service Unified Permit for Beaver Creek ski area.

(Incorporated by reference to Exhibit 10.5(e) on Form 10-K of Vail Resorts, Inc.

for the year ended July 31, 2005) (File No.

Amendment No.

10.4(f) Amendment No.

3 to Forest Service Unified Permit for Beaver Creek ski area.

1 unchanged sentence

for the year ended July 31, 2008) (File No.

Forest Service Unified Permit for Vail ski area, dated November 23, 1993.

10.5(a) Forest Service Unified Permit for Vail ski area, dated November 23, 1993.

(Incorporated by reference to Exhibit 99.5(a) on Form 10-Q of Vail Resorts, Inc.

for the quarter ended October 31, 2002) (File No.

Exhibits to Forest Service Unified Permit for Vail ski area.

10.5(b) Exhibits to Forest Service Unified Permit for Vail ski area.

(Incorporated by reference to Exhibit 99.5(b) on Form 10-Q of Vail Resorts, Inc.

for the quarter ended October 31, 2002) (File No.

Amendment No.

10.5(c) Amendment No.

2 to Forest Service Unified Permit for Vail ski area.

1 unchanged sentence

for the quarter ended October 31, 2002) (File No.

Amendment No.

10.5(d) Amendment No.

3 to Forest Service Unified Permit for Vail ski area.

1 unchanged sentence

for the year ended July 31, 2005) (File No.

Amendment No.

10.5(e) Amendment No.

4 to Forest Service Unified Permit for Vail ski area.

14 unchanged sentences

for the year ended July 31, 2009) (File No.

Executive Employment Agreement made and entered into October 15, 2008 by and between Vail Resorts, Inc.

Number Description

10.10(a)* Executive Employment Agreement made and entered into October 15, 2008 by and between Vail Resorts, Inc.

and Robert A.

1 unchanged sentence

for the quarter ended October 31, 2008) (File No.

First Amendment to Executive Employment Agreement, dated September 30, 2011, by and between Vail Resorts, Inc.

10.10(b)* First Amendment to Executive Employment Agreement, dated September 30, 2011, by and between Vail Resorts, Inc.

and Robert A.

1 unchanged sentence

filed September 30, 2011) (File No.

Second Amendment to Executive Employment Agreement, dated April 11, 2013, by and between Vail Resorts, Inc.

10.10(c)* Second Amendment to Executive Employment Agreement, dated April 11, 2013, by and between Vail Resorts, Inc.

and Robert A.

18 unchanged sentences

filed on December 7, 2015) (File Number 001-09614).

Form of Restricted Share Unit Agreement (effective September 23, 2020) (File Number 001-09614).

Form of Share Appreciation Rights Agreement (effective September 23, 2020) (File Number 001-09614).

Eighth Amended and Restated Credit Agreement, Annex A to that certain Amendment Agreement, dated as of August 15, 2018, among Vail Holdings, Inc., as borrower, Bank of America, N.A., as administrative agent, U.S.

10.16* Form of Restricted Share Unit Agreement (effective September 23, 2020) (Incorporated by reference to Exhibit 10.17 on Form 10-K of Vail Resorts, Inc.

for the year ended July 31, 2020) (File Number 001-09614).

10.17* Form of Share Appreciation Rights Agreement (effective September 23, 2020) (Incorporated by reference to Exhibit 10.18 on Form 10-K of Vail Resorts, Inc.

for the year ended July 31, 2020) (File Number 001-09614).

10.18(a) Eighth Amended and Restated Credit Agreement, Annex A to that certain Amendment Agreement, dated as of August 15, 2018, among Vail Holdings, Inc., as borrower, Bank of America, N.A., as administrative agent, U.S.

Bank National Association and Wells Fargo, National Association, as co-syndication Agents, and the Lenders party thereto (Incorporated by reference to Exhibit 10.1 on Form 10-Q of Vail Resorts, Inc.

for the quarter ended October 31, 2018) (File No.

First Amendment to the Eighth Amended and Restated Credit Agreement, dated as of April 15, 2019, among Vail Holdings, Inc., as borrower, and Bank of America, N.A., as administrative agent, on its own behalf and on behalf of the Lenders party thereto (Incorporated by reference to Exhibit 10.1 on Form 10-Q of Vail Resorts, Inc.

10.18(b) First Amendment to the Eighth Amended and Restated Credit Agreement, dated as of April 15, 2019, among Vail Holdings, Inc., as borrower, and Bank of America, N.A., as administrative agent, on its own behalf and on behalf of the Lenders party thereto (Incorporated by reference to Exhibit 10.1 on Form 10-Q of Vail Resorts, Inc.

for the quarter ended April 30, 2019) (File No.

Second Amendment to the Eighth Amended and Restated Credit Agreement, dated as of September 23, 2019, among Vail Holdings, Inc., as borrower, and Bank of America, N.A., as administrative agent, on its own behalf and on behalf of the Lenders party thereto.

10.18(c) Second Amendment to the Eighth Amended and Restated Credit Agreement, dated as of September 23, 2019, among Vail Holdings, Inc., as borrower, and Bank of America, N.A., as administrative agent, on its own behalf and on behalf of the Lenders party thereto.

(Incorporated by reference to Exhibit 10.1 on Form 10-Q of Vail Resorts, Inc.

for the quarter ended October 31, 2019) (File No.

Third Amendment to the Eighth Amended and Restated Credit Agreement, dated as of April 28, 2020, among Vail Holdings, Inc., as borrower, and Bank of America, N.A., as administrative agent, on its own behalf and on behalf of the Lenders party thereto (Incorporated by reference to Exhibit 10.1 on Form 10-Q of Vail Resorts, Inc.

10.18(d) Third Amendment to the Eighth Amended and Restated Credit Agreement, dated as of April 28, 2020, among Vail Holdings, Inc., as borrower, and Bank of America, N.A., as administrative agent, on its own behalf and on behalf of the Lenders party thereto (Incorporated by reference to Exhibit 10.1 on Form 10-Q of Vail Resorts, Inc.

for the quarter ended April 30, 2020) (File No.

Amended and Restated Credit Agreement and the amendments thereto, dated as of November 12, 2013, among Whistler Mountain Resort Limited Partnership and Blackcomb Skiing Enterprises Limited Partnership, as borrowers, the Guarantors Party thereto, the Financial Institutions named therein, The Toronto-Dominion Bank, as administrative agent, TD Securities, as lead arranger and sole bookrunner, and Royal Bank of Canada, Bank of Montreal, Wells Fargo Bank, N.A., Canadian Branch, and Bank of America, N.A., Canadian Branch, as co-documentation agents (Incorporated by reference to Exhibit 10.3 on Form 10-Q of Vail Resorts, Inc.

10.18(e) Fourth Amendment to the Eighth Amended and Restated Credit Agreement, dated as of December 18, 2020, between Vail Holdings, Inc., as borrower, Vail Resorts, Inc.

and certain subsidiaries of Vail Resorts, Inc., as guarantors, and Bank of America, N.A., as administrative agent, on its own behalf and on the behalf of the Lenders party thereto.

(Incorporated by reference to Exhibit 10.1 on Form 8-K of Vail Resorts, Inc.

filed on December 18, 2020) (File No.

10.19(a) Amended and Restated Credit Agreement and the amendments thereto, dated as of November 12, 2013, among Whistler Mountain Resort Limited Partnership and Blackcomb Skiing Enterprises Limited Partnership, as borrowers, the Guarantors Party thereto, the Financial Institutions named therein, The Toronto-Dominion Bank, as administrative agent, TD Securities, as lead arranger and sole bookrunner, and Royal Bank of Canada, Bank of Montreal, Wells Fargo Bank, N.A., Canadian Branch, and Bank of America, N.A., Canadian Branch, as co-documentation agents (Incorporated by reference to Exhibit 10.3 on Form 10-Q of Vail Resorts, Inc.

for the quarter ended October 30, 2016) (File No.

Third Amending Agreement, dated as of February 10, 2017, among Whistler Mountain Resort Limited Partnership and Blackcomb Skiing Enterprises Limited Partnership, as borrowers, the Guarantors Party thereto, and The Toronto-Dominion Bank, as administrative agent, on its own behalf and on behalf of the Lenders (Incorporated by reference to Exhibit 10.1 on Form 10-Q of Vail Resorts, Inc.

10.19(b) Third Amending Agreement, dated as of February 10, 2017, among Whistler Mountain Resort Limited Partnership and Blackcomb Skiing Enterprises Limited Partnership, as borrowers, the Guarantors Party thereto, and The Toronto-Dominion Bank, as administrative agent, on its own behalf and on behalf of the Lenders (Incorporated by reference to Exhibit 10.1 on Form 10-Q of Vail Resorts, Inc.

for the quarter ended January 31, 2017) (File No.

Fourth Amending Agreement, dated as of November 30, 2018, among Whistler Mountain Resort Limited Partnership and Blackcomb Skiing Enterprises Limited Partnership, as borrowers, the Guarantors Party thereto, and The Toronto-Dominion Bank, as administrative agent, on its own behalf and on behalf of the lenders (Incorporated by reference to Exhibit 10.1 on Form 10-Q of Vail Resorts, Inc.

Number Description

10.19(c) Fourth Amending Agreement, dated as of November 30, 2018, among Whistler Mountain Resort Limited Partnership and Blackcomb Skiing Enterprises Limited Partnership, as borrowers, the Guarantors Party thereto, and The Toronto-Dominion Bank, as administrative agent, on its own behalf and on behalf of the lenders (Incorporated by reference to Exhibit 10.1 on Form 10-Q of Vail Resorts, Inc.

for the quarter ended January 31, 2019) (File No.

Fifth Amending Agreement, dated as of November 21, 2019, among Whistler Mountain Resort Limited Partnership and Blackcomb Skiing Enterprises Limited Partnership, as borrowers, the Guarantors Party thereto, and The Toronto-Dominion Bank, as administrative agent, on its own behalf and on behalf of the Lenders (Incorporated by reference to Exhibit 10.1 on Form 10-Q of Vail Resorts, Inc.

10.19(d) Fifth Amending Agreement, dated as of November 21, 2019, among Whistler Mountain Resort Limited Partnership and Blackcomb Skiing Enterprises Limited Partnership, as borrowers, the Guarantors Party thereto, and The Toronto-Dominion Bank, as administrative agent, on its own behalf and on behalf of the Lenders (Incorporated by reference to Exhibit 10.1 on Form 10-Q of Vail Resorts, Inc.

for the quarter ended January 31, 2019) (File No.

11 unchanged sentences

Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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104 The cover page from this Annual Report on Form 10-K, formatted in inline XBRL.

10 unchanged sentences

Vail Resorts, Inc.

Senior Vice President, Controller and

/s/ Nathan Gronberg

Nathan Gronberg

Vice President, Controller and

Chief Accounting Officer

2 unchanged sentences

Each person whose signature appears below hereby constitutes and appoints Michael Z.

Barkin or Ryan H.

Siurek his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments or supplements to this Form 10-K and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing necessary or appropriate to be done with this Form 10-K and any amendments or supplements hereto, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Barkin or Nathan Gronberg his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments or supplements to this Form 10-K and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing necessary or appropriate to be done with this Form 10-K and any amendments or supplements hereto, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on September 23, 2021.

/s/ Robert A.

Chief Executive Officer and Chairman of the Board

(Principal Executive Officer)

Katz Chief Executive Officer and Chairman of the Board

Katz (Principal Executive Officer)

/s/ Michael Z.

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

Senior Vice President, Controller and Chief Accounting Officer

(Principal Accounting Officer)

Barkin Executive Vice President and Chief Financial Officer

Barkin (Principal Financial Officer)

/s/ Nathan Gronberg Vice President, Controller and Chief Accounting Officer

Nathan Gronberg (Principal Accounting Officer)

Decker Director

/s/ Nadia Rawlinson

Nadia Rawlinson

Nadia Rawlinson Director

Redmond Director

/s/ Michele Romanow

Michele Romanow

Michele Romanow Director

/s/ Hilary A.

Schneider Director

Bruce Sewell Director

Sorte Director

Vaughn Director

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures