VAIL RESORTS INC 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. Vail Resorts, Inc. Consolidated Financial Statements for the Years Ended July 31, 2022, 2021 and 2020 Management’s Report on Internal Control Over Financial Reporting 65 Report of Independent Registered Public Accounting Firm (PCAOB ID 238 ) 66 Consolidated Financial Statements Consolidated Balance Sheets 68 Consolidated Statements of Operations 69 Consolidated Statements of Comprehensive Income 70 Consolidated Statements of Stockholders’ Equity 71 Consolidated Statements of Cash Flows 72 Notes to Consolidated Financial Statements 73 64 Management’s Report on Internal Control over Financial Reporting Management of Vail Resorts, Inc. (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of the effectiveness of internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management, including the Company’s Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of the Company’s internal control over financial reporting as of July 31, 2022. In making this assessment, management used the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. Based on this assessment, management concluded that, as of July 31, 2022, the Company’s internal control over financial reporting was effective. Management’s evaluation and conclusion on the effectiveness of internal control over financial reporting as of July 31, 2022 excluded certain elements of internal controls of Seven Springs Mountain Resort, Hidden Valley Resort and Laurel Mountain Ski Area (collectively, the “Seven Springs Resorts,” acquired December 31, 2021) due to the timing of this acquisition. Those elements of the acquired resorts’ internal controls over financial reporting that have been excluded represent less than 1% of total consolidated assets and approximately 2% of total consolidated net revenues of the Company as of and for the year ended July 31, 2022. The Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP, has issued an attestation report on the effectiveness of the Company’s internal control over financial reporting as of July 31, 2022, as stated in the Report of Independent Registered Public Accounting Firm on the following page. 65 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Vail Resorts, Inc. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Vail Resorts, Inc. and its subsidiaries (the “Company”) as of July 31, 2022 and 2021, and the related consolidated statements of operations, of comprehensive income, of stockholders’ equity and of cash flows for each of the three years in the period ended July 31, 2022, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of July 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of July 31, 2022 and 2021 , and the results of its operations and its cash flows for each of the three years in the period ended July 31, 2022 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of July 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. As described in Management’s Report on Internal Control over Financial Reporting, management has excluded certain elements of the internal control over financial reporting of Seven Springs Mountain Resort, Hidden Valley Resort and Laurel Mountain Ski Area (collectively, the “Seven Springs Resorts”) from its assessment of the Company’s internal control over financial reporting as of July 31, 2022 because it was acquired by the Company in a purchase business combination during 2022. Subsequent to the acquisition, certain elements of the Seven Springs Resorts’ internal control over financial reporting and related processes were integrated into the Company’s existing systems and internal control over financial reporting. Those controls that were not integrated have been excluded from management’s assessment of the effectiveness of internal control over financial reporting as of July 31, 2022. We have also excluded these elements of the internal control over financial reporting of the Seven Springs Resorts from our audit of the Company’s internal control over financial reporting. The excluded elements represent controls over less than 1% of consolidated assets and approximately 2% of the consolidated net revenues. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally 66 accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Fair Value Measurement of the Contingent Consideration As described in Note 9 to the consolidated financial statements, the Company has established a liability of $ 42.4 million as of July 31, 2022 for additional amounts that management believes are likely to be paid to the previous owner of Park City (the “Contingent Consideration”). The Company remeasures the Contingent Consideration to fair value at each reporting date until the contingency is resolved. The estimated fair value of Contingent Consideration includes the future period resort operations of Park City in the calculation of EBITDA on which participating contingent payments are made, which is determined on the basis of estimated subsequent year performance, escalated by an assumed long-term growth factor and discounted to net present value. Fair value is estimated using an option pricing valuation model. As described by management, key assumptions in determining the fair value under this model included future period Park City EBITDA, discount rate and volatility. The principal considerations for our determination that performing procedures relating to the fair value measurement of the Contingent Consideration is a critical audit matter are (i) the significant judgment by management when developing the fair value measurement, which in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to management’s significant assumptions for the future period Park City EBITDA, discount rate, and volatility; and (ii) the audit effort involved the use of professionals with specialized skill and knowledge. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s fair value measurement of the Contingent Consideration including controls over the Company’s significant assumptions. The procedures also included, among others, testing management’s process for developing the fair value measurement and evaluating the significant assumptions used by management, related to the future period Park City EBITDA, discount rate, and volatility. Evaluating management’s assumptions related to the future period Park City EBITDA, discount rate, and volatility involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past period EBITDA performance of Park City; (ii) the consistency with external market data; and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in the evaluation of the Company’s discount rate and volatility assumptions. /s/ PricewaterhouseCoopers LLP Denver, Colorado September 28, 2022 We have served as the Company’s auditor since 2002. 67 Vail Resorts, Inc. Consolidated Balance Sheets (In thousands, except per share amounts) July 31, 2022 2021 Assets Current assets: Cash and cash equivalents $ 1,107,427 $ 1,243,962 Restricted cash 18,680 14,612 Accounts receivable, net of allowances of $ 6,356 and $ 7,621 , respectively 383,425 345,408 Inventories, net of reserves of $ 2,687 and $ 2,601 , respectively 108,723 80,316 Other current assets 173,277 61,288 Total current assets 1,791,532 1,745,586 Property, plant and equipment, net (Note 8) 2,118,052 2,067,876 Real estate held for sale or investment 95,983 95,615 Goodwill, net (Note 8) 1,754,928 1,781,047 Intangible assets, net (Note 8) 314,058 319,110 Operating right-of-use assets (Note 4) 192,070 204,716 Deferred charges and other assets 51,405 37,106 Total assets $ 6,318,028 $ 6,251,056 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable and accrued liabilities (Note 8) $ 942,830 $ 815,472 Income taxes payable 104,275 48,812 Long-term debt due within one year (Note 6) 63,749 114,117 Total current liabilities 1,110,854 978,401 Long-term debt, net (Note 6) 2,670,300 2,736,175 Operating lease liabilities (Note 4) 174,567 190,561 Other long-term liabilities 246,359 264,034 Deferred income taxes, net (Note 10) 268,464 252,817 Total liabilities 4,470,544 4,421,988 Commitments and contingencies (Note 11) Stockholders’ equity: Preferred stock, $ 0.01 par value, 25,000 shares authorized, no shares issued and outstanding — — Common stock, $ 0.01 par value, 100,000 shares authorized and 46,744 and 46,552 shares issued, respectively 467 466 Exchangeable shares, $ 0.01 par value, 3 and 34 shares issued and outstanding, respectively (Note 5) — — Additional paid-in capital 1,184,577 1,196,993 Accumulated other comprehensive income 10,923 27,799 Retained earnings 895,889 773,752 Treasury stock, at cost; 6,466 and 6,161 shares, respectively (Note 13) ( 479,417 ) ( 404,411 ) Total Vail Resorts, Inc. stockholders’ equity 1,612,439 1,594,599 Noncontrolling interests 235,045 234,469 Total stockholders’ equity 1,847,484 1,829,068 Total liabilities and stockholders’ equity $ 6,318,028 $ 6,251,056 The accompanying Notes are an integral part of these Consolidated Financial Statements. 68 Vail Resorts, Inc. Consolidated Statements of Operations (In thousands, except per share amounts) Year Ended July 31, 2022 2021 2020 Net revenue: Mountain and Lodging services and other $ 2,116,547 $ 1,650,055 $ 1,578,463 Mountain and Lodging retail and dining 408,657 257,885 380,394 Resort net revenue 2,525,204 1,907,940 1,958,857 Real Estate 708 1,770 4,847 Total net revenue 2,525,912 1,909,710 1,963,704 Operating expense (exclusive of depreciation and amortization shown separately below): Mountain and Lodging operating expense 1,180,963 960,453 1,019,437 Mountain and Lodging retail and dining cost of products sold 162,414 112,536 159,066 General and administrative 347,493 296,993 278,695 Resort operating expense 1,690,870 1,369,982 1,457,198 Real Estate 5,911 6,676 9,182 Total segment operating expense 1,696,781 1,376,658 1,466,380 Other operating (expense) income: Depreciation and amortization ( 252,391 ) ( 252,585 ) ( 249,572 ) Gain on sale of real property 1,276 324 207 Asset impairments (Note 2) — — ( 28,372 ) Change in estimated fair value of contingent consideration (Note 9) ( 20,280 ) ( 14,402 ) 2,964 Gain (loss) on disposal of fixed assets and other, net 43,992 ( 5,373 ) 838 Income from operations 601,728 261,016 223,389 Interest expense, net ( 148,183 ) ( 151,399 ) ( 106,721 ) Mountain equity investment income, net 2,580 6,698 1,690 Investment income and other, net 3,718 586 1,305 Foreign currency (loss) gain on intercompany loans (Note 6) ( 2,682 ) 8,282 ( 3,230 ) Income before provision for income taxes 457,161 125,183 116,433 Provision for income taxes (Note 10) ( 88,824 ) ( 726 ) ( 7,378 ) Net income 368,337 124,457 109,055 Net (income) loss attributable to noncontrolling interests ( 20,414 ) 3,393 ( 10,222 ) Net income attributable to Vail Resorts, Inc. $ 347,923 $ 127,850 $ 98,833 Per share amounts (Note 5): Basic net income per share attributable to Vail Resorts, Inc. $ 8.60 $ 3.17 $ 2.45 Diluted net income per share attributable to Vail Resorts, Inc. $ 8.55 $ 3.13 $ 2.42 Cash dividends declared per share $ 5.58 $ — $ 5.28 The accompanying Notes are an integral part of these Consolidated Financial Statements. 69 Vail Resorts, Inc. Consolidated Statements of Comprehensive Income (In thousands) Year Ended July 31, 2022 2021 2020 Net income $ 368,337 $ 124,457 $ 109,055 Foreign currency translation adjustments ( 46,493 ) 100,019 ( 9,075 ) Change in estimated fair value of hedging instruments, net of tax 18,906 12,817 ( 22,510 ) Comprehensive income 340,750 237,293 77,470 Comprehensive income attributable to noncontrolling interests ( 9,703 ) ( 24,807 ) ( 3,744 ) Comprehensive income attributable to Vail Resorts, Inc. $ 331,047 $ 212,486 $ 73,726 The accompanying Notes are an integral part of these Consolidated Financial Statements. 70 Vail Resorts, Inc. Consolidated Statements of Stockholders’ Equity (In thousands, except share amounts) Common Stock Additional Paid in Capital Accumulated Other Comprehensive (Loss) Income Retained Earnings Treasury Stock Total Vail Resorts, Inc. Stockholders’ Equity Noncontrolling Interests Total Stockholders’ Equity Vail Resorts Exchangeable Balance, July 31, 2019 $ 461 $ 1 $ 1,130,083 $ ( 31,730 ) $ 759,801 $ ( 357,989 ) $ 1,500,627 $ 226,213 $ 1,726,840 Comprehensive income: Net income — — — — 98,833 — 98,833 10,222 109,055 Foreign currency translation adjustments — — — ( 2,597 ) — — ( 2,597 ) ( 6,478 ) ( 9,075 ) Change in estimated fair value of hedging instruments, net of tax — — — ( 22,510 ) — — ( 22,510 ) — ( 22,510 ) Total comprehensive income 73,726 3,744 77,470 Stock-based compensation expense (Note 14) — — 21,021 — — — 21,021 — 21,021 Issuance of shares under share award plan, net of shares withheld for employee taxes (Note 14) 2 — ( 19,480 ) — — — ( 19,478 ) — ( 19,478 ) Exchangeable share transfers 1 ( 1 ) — — — — — — — Repurchases of common stock (Note 13) — — — — — ( 46,422 ) ( 46,422 ) — ( 46,422 ) Dividends (Note 5) — — — — ( 212,732 ) — ( 212,732 ) — ( 212,732 ) Distributions to noncontrolling interests, net — — — — — — — ( 15,032 ) ( 15,032 ) Balance, July 31, 2020 464 — 1,131,624 ( 56,837 ) 645,902 ( 404,411 ) 1,316,742 214,925 1,531,667 Comprehensive income: Net income (loss) — — — — 127,850 — 127,850 ( 3,393 ) 124,457 Foreign currency translation adjustments — — — 71,819 — — 71,819 28,200 100,019 Change in estimated fair value of hedging instruments, net of tax — — — 12,817 — — 12,817 — 12,817 Total comprehensive income 212,486 24,807 237,293 Equity component of 0.0% Convertible Notes, net (Note 6) — — 80,066 — — — 80,066 — 80,066 Stock-based compensation expense (Note 14) — — 24,395 — — — 24,395 — 24,395 Issuance of shares under share award plan, net of shares withheld for employee taxes (Note 14) 2 — ( 39,092 ) — — — ( 39,090 ) — ( 39,090 ) Distributions to noncontrolling interests, net — — — — — — — ( 5,263 ) ( 5,263 ) Balance, July 31, 2021 466 — 1,196,993 27,799 773,752 ( 404,411 ) 1,594,599 234,469 1,829,068 Comprehensive income: Net income — — — — 347,923 — 347,923 20,414 368,337 Foreign currency translation adjustments — — — ( 35,782 ) — — ( 35,782 ) ( 10,711 ) ( 46,493 ) Change in estimated fair value of hedging instruments, net of tax — — — 18,906 — — 18,906 — 18,906 Total comprehensive income 331,047 9,703 340,750 Stock-based compensation expense (Note 14) — — 24,885 — — — 24,885 — 24,885 Issuance of shares under share award plan, net of shares withheld for employee taxes (Note 14) 1 — ( 37,301 ) — — — ( 37,300 ) — ( 37,300 ) Repurchases of common stock (Note 13) — — — — — ( 75,006 ) ( 75,006 ) — ( 75,006 ) Dividends (Note 5) — — — — ( 225,786 ) — ( 225,786 ) — ( 225,786 ) Distributions to noncontrolling interests, net — — — — — — — ( 9,127 ) ( 9,127 ) Balance, July 31, 2022 $ 467 $ — $ 1,184,577 $ 10,923 $ 895,889 $ ( 479,417 ) $ 1,612,439 $ 235,045 $ 1,847,484 The accompanying Notes are an integral part of these Consolidated Financial Statements. 71 Vail Resorts, Inc. Consolidated Statements of Cash Flows (In thousands) Year Ended July 31, 2022 2021 2020 Cash flows from operating activities: Net income $ 368,337 $ 124,457 $ 109,055 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 252,391 252,585 249,572 Asset impairments — — 28,372 Stock-based compensation expense 24,885 24,395 21,021 Deferred income taxes, net ( 9,390 ) ( 16,136 ) 17,435 (Gain) loss on disposal of fixed assets and other, net ( 43,992 ) 5,373 ( 838 ) Change in estimated fair value of contingent consideration 20,280 14,402 ( 2,964 ) Other non-cash expense (income), net 3,510 ( 7,231 ) ( 3,356 ) Changes in assets and liabilities, net of effects of acquisitions: Accounts receivable, net ( 39,010 ) ( 237,188 ) 167,347 Inventories, net ( 28,048 ) 22,781 ( 1,924 ) Accounts payable and accrued liabilities 41,078 118,979 ( 82,394 ) Deferred revenue 48,973 199,410 ( 98,003 ) Income taxes payable - excess tax benefit from share award plans ( 17,042 ) ( 18,096 ) ( 8,236 ) Income taxes payable - other 98,349 29,946 ( 4,951 ) Other assets and liabilities, net ( 9,822 ) 11,573 4,814 Net cash provided by operating activities 710,499 525,250 394,950 Cash flows from investing activities: Capital expenditures ( 192,817 ) ( 115,097 ) ( 172,334 ) Acquisition of businesses, net of cash acquired ( 116,337 ) — ( 327,555 ) Deposit for future acquisition of business ( 114,414 ) — — Cash received from disposal of fixed assets 66,264 9,705 6,630 Other investing activities, net 9,387 2,063 520 Net cash used in investing activities ( 347,917 ) ( 103,329 ) ( 492,739 ) Cash flows from financing activities: Proceeds from borrowings under Vail Holdings Credit Agreement — — 892,625 Proceeds from borrowings under Whistler Credit Agreement — 27,775 209,634 Proceeds from borrowings under 0.0% Convertible Notes — 575,000 — Proceeds from borrowings under 6.25% Notes — — 600,000 Repayments of borrowings under Vail Holdings Credit Agreement ( 62,500 ) ( 62,500 ) ( 811,875 ) Repayments of borrowings under Whistler Credit Agreement ( 32,633 ) ( 45,657 ) ( 204,032 ) Repayment of EB-5 Development Notes ( 51,500 ) — — Employee taxes paid for share award exercises ( 37,300 ) ( 39,090 ) ( 19,478 ) Repurchases of common stock ( 75,006 ) — ( 46,422 ) Dividends paid ( 225,786 ) — ( 212,732 ) Other financing activities, net ( 8,411 ) ( 20,866 ) ( 31,487 ) Net cash (used in) provided by financing activities ( 493,136 ) 434,662 376,233 Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 1,913 ) ( 95 ) 5,253 Net (decrease) increase in cash and cash equivalents ( 132,467 ) 856,488 283,697 Cash, cash equivalents and restricted cash: Beginning of period $ 1,258,574 $ 402,086 $ 118,389 End of period $ 1,126,107 $ 1,258,574 $ 402,086 Cash paid for interest $ 114,074 $ 125,667 $ 88,398 Taxes paid, net $ 19,692 $ 5,011 $ 4,134 Non-cash investing activities: Accrued capital expenditures $ 30,556 $ 5,158 $ 15,046 The accompanying Notes are an integral part of these Consolidated Financial Statements. 72 Notes to Consolidated Financial Statements 1. Organization and Business Vail Resorts, Inc. (“Vail Resorts”) is organized as a holding company and operates through various subsidiaries. Vail Resorts and its subsidiaries (collectively, the “Company”) operate in three business segments: Mountain, Lodging and Real Estate. The Company refers to “Resort” as the combination of the Mountain and Lodging segments. In the Mountain segment, the Company operates the following 41 destination mountain resorts and regional ski areas as of September 28, 2022: *Denotes a destination mountain resort, which generally receives a meaningful portion of skier visits from long-distance travelers, as opposed to the Company’s regional ski areas, which tend to generate skier visits predominantly from their respective local markets. Additionally, the Mountain segment includes ancillary services, primarily including ski school, dining and retail/rental operations, and for the Company’s Australian ski areas, including lodging and transportation operations. Several of the resorts located in the United States (“U.S.”) operate primarily on federal land under the terms of Special Use Permits granted by the U.S. Department of Agriculture Forest Service. The operations of Whistler Blackcomb are conducted on land owned by the government of the Province of British Columbia, Canada within the traditional territory of the Squamish and Lil’wat Nations. The operations of the Company’s Australian ski areas are conducted pursuant to long-term leases and licenses on land owned by the governments of New South Wales and Victoria, Australia. Okemo, Mount Sunapee and Stowe operate on land leased from the respective states in which the resorts are located and on land owned by the Company. In the Lodging segment, the Company owns and/or manages a collection of luxury hotels and condominiums under its RockResorts brand; other strategic lodging properties and a large number of condominiums located in proximity to the Company’s North American mountain resorts; National Park Service (“NPS”) concessioner properties including the Grand Teton Lodge Company (“GTLC”), which operates destination resorts in Grand Teton National Park; a Colorado resort ground transportation company and mountain resort golf courses. 73 Vail Resorts Development Company (“VRDC”), a wholly-owned subsidiary, conducts the operations of the Company’s Real Estate segment, which owns, develops and sells real estate in and around the Company’s resort communities. The Company’s mountain business and its lodging properties at or around the Company’s mountain resorts are seasonal in nature, and typically experience their peak operating seasons primarily from mid-December through mid-April in North America. The peak operating season at the Company’s Australian resorts, NPS concessioner properties and golf courses generally occurs from June to early October. Acquisition of Andermatt-Sedrun Sport AG On August 3, 2022, through a wholly-owned subsidiary, the Company acquired a 55 % controlling interest in Andermatt-Sedrun Sport AG (“Andermatt-Sedrun”) from Andermatt Swiss Alps AG (“ASA”). Andermatt-Sedrun operates mountain and ski-related assets, including lifts, most of the restaurants and a ski school operation at the ski area. Ski operations are conducted on land owned by ASA as freehold or leasehold properties, land owned by Usern Corporation, land owned by the municipality of Tujetsch and land owned by private property owners. See Note 16, Subsequent Events, for additional information. 2. Summary of Significant Accounting Policies Principles of Consolidation — The accompanying Consolidated Financial Statements include the accounts of the Company and its consolidated subsidiaries for which the Company has a controlling financial interest. Investments in which the Company does not have a controlling financial interest, but has significant influence, are accounted for under the equity method. All significant intercompany transactions have been eliminated in consolidation. Cash and Cash Equivalents — The Company considers all highly liquid investments with maturities of three months or less at the date of purchase to be cash equivalents. Restricted Cash — The Company considers cash to be restricted when withdrawal or general use is legally restricted. Accounts Receivable — The Company records trade accounts receivable in the normal course of business related to the sale of products or services. The allowance for doubtful accounts is based on a specific reserve analysis and on a percentage of accounts receivable and takes into consideration such factors as historical write-offs, the economic climate and other factors that could affect collectability. Write-offs are evaluated on a case by case basis. Inventories — The Company’s inventories consist primarily of purchased retail goods, food and beverage items and spare parts. Inventories are stated at the lower of cost or net realizable value, determined using primarily an average weighted cost method. The Company records a reserve for estimated shrinkage and obsolete or unusable inventory. Property, Plant and Equipment — Property, plant and equipment is carried at cost net of accumulated depreciation. Repairs and maintenance are expensed as incurred. Expenditures that improve the functionality of the related asset or extend the useful life are capitalized. When property, plant and equipment is retired or otherwise disposed of, the related gain or loss is included in income from operations. Leasehold improvements are amortized on the straight-line method over the shorter of the remaining lease term or estimated useful life of the asset. Depreciation is calculated on the straight-line method, including property, plant and equipment under finance leases, generally based on the following useful lives: Estimated Life in Years Land improvements 10 - 35 Buildings and building improvements 7 - 30 Machinery and equipment 2 - 30 Furniture and fixtures 3 - 10 Software 3 Vehicles 3 - 10 Real Estate Held for Sale or Investment — The Company capitalizes as real estate held for sale or investment the original land acquisition cost, direct construction and development costs, property taxes, interest recorded on costs related to real estate under development and other related costs. Sales and marketing expenses are charged against income in the period incurred. 74 Deferred Financing Costs — Certain costs incurred with the issuance of debt and debt securities are capitalized and included as a reduction in the net carrying value of long-term debt, net of accumulated amortization, with the exception of costs incurred related to line-of-credit arrangements, which are included in deferred charges and other assets, net of accumulated amortization. Amortization of such deferred financing costs are recorded to interest expense, net on the Company’s Consolidated Statements of Operations over the respective term of the applicable debt instruments. When debt is extinguished prior to its maturity date, the amortization of the remaining unamortized deferred financing costs, or pro-rata portion thereof, is charged to loss on extinguishment of debt. Goodwill and Intangible Assets — The Company has classified as goodwill the cost in excess of estimated fair value of the net assets of businesses acquired in purchase transactions. The Company’s major intangible asset classes are trademarks, water rights, customer lists, property management contracts and Forest Service permits. Goodwill and various indefinite-lived intangible assets, including certain trademarks, water rights and certain property management contracts, are not amortized but are subject to at least annual impairment testing. The Company tests these non-amortizing assets annually (or more often, if necessary) for impairment as of May 1. Amortizable intangible assets are amortized over the shorter of their contractual terms or estimated useful lives. For the testing of goodwill and other indefinite-lived intangible assets for impairment, the Company may perform a qualitative analysis to determine whether it is more likely than not that the fair value of a reporting unit or indefinite-lived intangible asset exceeds the carrying amount, which includes an evaluation as to whether there have been significant changes to macro-economic factors related to the reporting unit or intangible asset that could materially impact fair value. If it is determined, based on qualitative factors, that the fair value of the reporting unit or indefinite-lived intangible asset is more likely than not less than carrying amount, or if significant changes to macro-economic factors related to the reporting unit or intangible asset have occurred that could materially impact estimated fair values since the previous quantitative analysis was performed, a quantitative impairment test would be required, in which the Company would determine the estimated fair value of its reporting units using discounted cash flow analyses and determine the estimated fair value of its indefinite-lived intangible assets using an income approach. The quantitative test for impairment consists of a comparison of the estimated fair value of the assets with their respective net carrying values. If the net carrying amount of the assets exceed their respective estimated fair values, an impairment loss would be recognized for indefinite-lived intangibles, including goodwill, in an amount equal to that excess. If the net carrying amount of the assets does not exceed their respective estimated fair values, no impairment loss is recognized. The Company determined that there were no impairments of goodwill or definite and indefinite-lived assets for the years ended July 31, 2022 and 2021. As a result of COVID-19 and the impact it has had on the Company’s operations during the year ended July 31, 2020, the Company determined that the estimated fair value of its Colorado resort ground transportation company reporting unit within its Lodging segment no longer exceeded its carrying value. As a result, the Company recognized an impairment of approximately $ 28.4 million related to its Colorado resort ground transportation company during the year ended July 31, 2020, which was recorded within asset impairments on the Company’s Consolidated Statement of Operations, with a corresponding reduction to goodwill, net of $ 25.7 million and to intangible assets, net and property, plant and equipment, net of $ 2.7 million. The Company determined that there were no other impairments of goodwill or definite and indefinite-lived assets for the year ended July 31, 2020 . Long-Lived Assets — The Company evaluates potential impairment of long-lived assets and long-lived assets to be disposed of whenever events or changes in circumstances indicate that the net carrying amount of an asset may not be fully recoverable. If the sum of the expected cash flows, on an undiscounted basis, is less than the net carrying amount of the asset, an impairment loss is recognized in the amount by which the net carrying amount of the asset exceeds its estimated fair value. The Company determined that there were no impairments of long-lived assets for the years ended July 31, 2022 and 2021. As discussed above, the Company recorded an impairment to long-lived assets related to its Colorado resort ground transportation company during the year ended July 31, 2020. The Company determined that there were no other impairments of long-lived assets for the year ended July 31, 2020. Revenue Recognition — The Company’s significant accounting policies with regard to revenue recognition are discussed in Note 3, Revenues. Real Estate Cost of Sales — Costs of real estate transactions include direct project costs, common cost allocations (primarily determined on relative sales value) and sales commission expense. The Company utilizes the relative sales value method to determine cost of sales for condominium units sold within a project when specific identification of costs cannot be reasonably determined. Foreign Currency Translation — The functional currency of the Company’s entities operating outside of the United States is the principal currency of the economic environment in which the entity primarily generates and expends cash, which is 75 generally the local currency. The assets and liabilities of these foreign operations are translated at the exchange rate in effect as of the balance sheet dates. Income and expense items are translated using the weighted average exchange rate for the period. Translation adjustments from currency exchange, including intercompany transactions of a long-term nature, are recorded in accumulated other comprehensive (loss) income as a separate component of stockholders’ equity. Intercompany transactions that are not of a long-term nature are reported as gains and losses within “segment operating expense” and for intercompany loans within foreign currency (loss) gain on intercompany loans on the Company’s Consolidated Statements of Operations. Reserve Estimates — The Company uses estimates to record reserves for certain liabilities, including medical claims, workers’ compensation claims, third-party loss contingencies and property taxes, among other items. The Company estimates the probable costs related to these liabilities that will be incurred and records that amount as a liability in its Consolidated Financial Statements. Additionally, the Company records, as applicable, receivables related to insurance recoveries for loss contingencies if deemed probable of recovery. These estimates are reviewed and adjusted as the facts and circumstances change. The Company records legal costs related to defending claims as incurred. Advertising Costs — Advertising costs are expensed at the time such advertising commences. Advertising expense for the years ended July 31, 2022, 2021 and 2020 was $ 47.7 million, $ 38.6 million and $ 41.6 million, respectively, and was recorded within Mountain and Lodging operating expenses on the Company’s Consolidated Statement of Operations. Income Taxes — Income tax expense includes U.S. tax (federal and state) and foreign income taxes. The Company’s provision for income taxes is based on pre-tax income, changes in deferred tax assets and liabilities and changes in estimates with regard to uncertain tax positions. Deferred tax assets and liabilities are recorded for the estimated future tax effects of temporary differences between the tax bases of assets and liabilities and amounts reported in the accompanying Consolidated Balance Sheets and for operating loss and tax credit carrybacks or carryforwards. The change in deferred tax assets and liabilities for the period measures the deferred tax provision or benefit for the period. Effects of changes in enacted tax laws on deferred tax assets and liabilities are reflected as adjustments to the tax provision or benefit in the period of enactment. The Company’s deferred tax assets have been reduced by a valuation allowance to the extent it is deemed to be more likely than not that some or all of the deferred tax assets will not be realized. The Company recognizes liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is “more-likely-than-not” to be sustained, on audit, including resolution of related appeals or litigation processes, if any. The second step requires the Company to estimate and measure the largest tax benefit that is cumulatively greater than 50% likely of being realized upon ultimate settlement. Interest and penalties accrued in connection with uncertain tax positions are recognized as a component of income tax expense. See Note 10, Income Taxes, for more information. Fair Value of Financial Instruments — The recorded amounts for cash and cash equivalents, restricted cash, receivables, other current assets and accounts payable and accrued liabilities approximate fair value due to their short-term nature. The fair value of amounts outstanding under the Company’s credit agreements and the Employee Housing Bonds (as defined in Note 6, Long-Term Debt) approximate book value due to the variable nature of the interest rate associated with the debt. The estimated fair values of the 6.25% Notes and the 0.0% Convertible Notes (each as defined in Note 6, Long-Term Debt) are based on quoted market prices (a Level 2 input). The estimated fair value of the EPR Secured Notes (as defined in Note 6, Long-Term Debt) has been estimated using an analysis based on current borrowing rates for debt with similar remaining maturities and ratings (a Level 2 input). The carrying values, including any unamortized premium or discount, and estimated fair values of the 6.25% Notes, 0.0% Convertible Notes and EPR Secured Notes as of July 31, 2022 are presented below (in thousands): July 31, 2022 Carrying Value Estimated Fair Value 6.25% Notes $ 600,000 $ 614,268 0.0% Convertible Notes $ 498,251 $ 524,837 EPR Secured Notes $ 134,107 $ 160,977 76 Stock-Based Compensation — Stock-based compensation expense is measured at the grant date based upon the estimated fair value of the award and is recognized as expense over the applicable vesting period of the award generally using the straight-line method (see Note 14, Stock Compensation Plan, for more information), less the amount of forfeited awards which are recorded as they occur. The following table shows total net stock-based compensation expense for the years ended July 31, 2022, 2021 and 2020 included in the accompanying Consolidated Statements of Operations (in thousands): Year Ended July 31, 2022 2021 2020 Mountain stock-based compensation expense $ 20,892 $ 20,311 $ 17,410 Lodging stock-based compensation expense 3,737 3,783 3,399 Real Estate stock-based compensation expense 256 301 212 Pre-tax stock-based compensation expense 24,885 24,395 21,021 Less: benefit from income taxes 6,189 5,871 5,027 Net stock-based compensation expense $ 18,696 $ 18,524 $ 15,994 Concentration of Credit Risk — The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and restricted cash. The Company places its cash and temporary cash investments in low risk accounts with high-quality credit institutions. The Company does not enter into financial instruments for trading or speculative purposes. Concentration of credit risk with respect to accounts and notes receivables is limited due to the wide variety of customers and markets in which the Company transacts business, as well as their dispersion across many geographical areas. The Company performs ongoing credit evaluations of its customers and generally does not require collateral, but does require advance deposits on certain transactions. Accounting for Hedging Instruments — From time to time, the Company enters into interest rate swaps to hedge the variability in cash flows associated with variable-rate borrowings by converting the floating interest rate to a fixed interest rate (the “Interest Rate Swaps”). As of July 31, 2022, the Company hedged the future cash flows associated with $ 400.0 million of the principal amount outstanding of its Vail Holdings Credit Agreement (as defined in Note 6, Long-Term Debt), which were designated as cash flow hedges. The accounting for changes in fair value of hedging instruments depends on the effectiveness of the hedge. In order to qualify for hedge accounting, the underlying hedged item must expose the Company to risks associated with market fluctuations and the financial instrument used must reduce the Company’s exposure to market fluctuation throughout the hedge period. Changes in estimated fair value of the Interest Rate Swaps are recorded within change in estimated fair value of hedging instruments, net of tax, on the Company’s Consolidated Statements of Comprehensive Income, and such change was recorded as a gain (loss) of $ 18.9 million, $ 12.8 million and ($ 22.5 ) million during the years ended July 31, 2022, 2021 and 2020, respectively. Amounts are reclassified into interest expense, net from other comprehensive income during the period in which the hedged item affects earnings. During the years ended July 31, 2022 and 2021, $ 4.3 million and $ 5.4 million, respectively, was reclassified into interest expense, net from other comprehensive income. As of July 31, 2022, the estimated fair value of the Interest Rate Swaps was an asset of approximately $ 12.3 million and was recorded within deferred charges and other assets on the Company’s Consolidated Balance Sheet, and the impact of the underlying cash flows associated with the Interest Rate Swaps are recorded within interest expense, net on the Company’s Consolidated Statements of Operations. See Note 9, Fair Value Measurements, for more information. Leases — The Company determines if an arrangement is or contains a lease at inception or modification of the arrangement. An arrangement is or contains a lease if there is one or more assets identified and the right to control the use of any identified asset is conveyed to the Company for a period of time in exchange for consideration. Control over the use of an identified asset means the lessee has both the right to obtain substantially all of the economic benefits from the use of the asset and the right to direct the use of the asset. Generally, the Company classifies a lease as a finance lease if the terms of the agreement effectively transfer control of the underlying asset; otherwise, it is classified as an operating lease. For contracts that contain lease and non-lease components, the Company accounts for these components separately. For leases with terms greater than twelve months, the associated lease right-of-use (“ROU”) assets and lease liabilities are recognized at the estimated present value of future lease payments over the lease term at commencement date. The Company’s leases do not provide a readily determinable implicit rate; therefore, the Company uses an estimated incremental borrowing rate to discount the future minimum lease payments. For leases containing fixed rental escalation clauses, the escalators are factored into the determination of future minimum lease payments. The Company includes options to extend a lease when it is reasonably certain that such options will be exercised. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. See Note 4, Leases, for more information. 77 Use of Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the balance sheet date and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Recently Issued Accounting Standards Standards Being Evaluated In March 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The ASU provides optional transition guidance, for a limited time, to companies that have contracts, hedging relationships or other transactions that reference the London Inter-bank Offered Rate (“LIBOR”) or another reference rate which is expected to be discontinued because of reference rate reform. The amendments provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions if certain criteria are met. The amendments in this update are effective as of March 12, 2020 through December 31, 2022. The amendments in this update may be applied as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. All other amendments should be applied on a prospective basis. The Company will complete its assessment of the effect that the adoption of this standard will have on its Consolidated Financial Statements in the first quarter of the fiscal year ending July 31, 2023, but does not expect it will have a material effect. In August 2020, the FASB issued ASU 2020-06, “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” which simplifies the guidance in Accounting Standards Codifications (“ASC”) 470-20, “Debt – Debt with Conversion and Other Options” by reducing the number of accounting separation models for convertible instruments, amending the guidance in ASC 815-40, “Derivatives and Hedging – Contracts in Entity’s Own Equity” for certain contracts in an entity’s own equity that are currently accounted for as derivatives, and requiring entities to use the if-converted method for all convertible instruments in the diluted earnings per share (“EPS”) calculation. This standard will be effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years (the Company’s first quarter of the fiscal year ending July 31, 2023). This standard allows for a modified retrospective or fully retrospective method of transition. The Company will adopt ASU 2020-06 on August 1, 2022 using the modified retrospective method, and therefore financial information for periods before August 1, 2022 will remain unchanged. As a result of the adoption of ASU 2020-06, the Company will reclassify the equity component of its 0.0% Convertible Notes (as defined in Note 6, Long-Term Debt) to long-term debt, net, and it will no longer record non-cash interest expense related to the amortization of the debt discount. 3. Revenues Revenue Recognition The following provides information about the Company’s composition of revenue recognized from contracts with customers and other revenues, the performance obligations under those contracts, and the significant judgments made in accounting for those contracts: • Mountain revenue is derived from a wide variety of sources, including, among other things: lift revenue, which includes sales of lift tickets and pass products; ski school revenue, which includes the revenue derived from ski school operations; dining revenue, which includes both casual and fine dining on-mountain operations; retail sales and equipment rentals; and other on-mountain revenue, which includes private ski club revenue (which includes both club dues and amortization of initiation fees), marketing and internet advertising revenue, municipal services and lodging and transportation operations at the Company’s Australian ski areas. The Company also includes other sources of revenue, primarily related to commercial leasing and employee housing leasing arrangements, within other mountain revenue. Revenue is recognized over time as performance obligations are satisfied as control of the good or service (e.g. access to ski areas, provision of ski school services, etc.) is transferred to the customer, except for the Company’s retail sales and dining operations revenues which are recognized at a point in time when performance obligations are satisfied by transferring control of the underlying goods to the customer. The Company records deferred revenue primarily related to the sale of pass products. Deferred revenue is generally recognized throughout the ski season as the Company’s performance obligations are satisfied as control of the service (e.g. access to ski areas throughout the ski season) is transferred to the customer. In accordance with Topic 606, the Company estimates progress towards satisfaction of its performance obligations using an output method that best depicts the transfer of control of the service to its customers. 78 Historically, the output method utilized by the Company measured progress toward satisfaction of the Company’s performance obligations based on the estimated number of pass product holder visits relative to total expected visits, based on historical data, which the Company believed to provide a faithful depiction of its customers’ pass product usage. When sufficient historical data to determine usage patterns was not available, such as in the case of new product offerings, progress was measured on a straight-line basis throughout the ski season until sufficient historical usage patterns were available. Beginning August 1, 2021, progress towards satisfaction of the Company’s performance obligations for all passes is measured using an output method based on the skiable days of the season, which effectively results in revenue being recorded on a straight-line basis throughout the ski season. Total estimated skiable days is based on actual resort opening and estimated closing dates. The Company believes this method best estimates the value transferred to the customer relative to the remaining services promised under the contract. Due to the strong correlation between historical pass product usage and skiable days, the change in the Company’s method of estimating progress toward satisfaction of the performance obligation alone does not have a material effect on the recognition pattern of pass product revenue. Epic Coverage is included with the purchase of all pass products for no additional charge, and offers refunds if certain personal or resort closure events occur before or during the ski season. The estimated amount of refunds reduce the amount of pass product revenue recognized by the Company, and is remeasured at each reporting date. Epic Mountain Rewards provides pass product holders a discount on ancillary purchases at the Company’s North American owned and operated Resorts. Epic Mountain Rewards constitutes an option to purchase additional products and services at a discount, and as a result, the Company allocates a portion of the pass product transaction price to these other lines of business. • Lodging revenue is derived from a wide variety of sources, including, among other things: revenue from owned hotel rooms and managed hotel rooms; revenue from hotel dining operations; transportation revenue which relates to the Company’s Colorado resort ground transportation operations; and other lodging revenue which includes property management services, managed properties other costs reimbursements, private golf club revenue (which includes both club dues and amortization of initiation fees) and golf course fees. Lodging revenue also includes managed hotel property payroll cost reimbursements related to payroll costs at managed properties where the Company is the employer, which are reimbursed by the owner with no added margin. Therefore, these revenues and corresponding expenses have no net effect on the Company’s operating income or net income. Other than revenue from dining operations, lodging revenue is mostly recognized over time as performance obligations are satisfied as control of the service (e.g. nightly hotel room access) is transferred to the customer. • Real estate revenue primarily relates to the sale of development land parcels. Real estate revenue is generally recognized at a point in time when performance obligations have been satisfied, which is usually upon closing of the sales transaction and in an amount that reflects the consideration to which the Company expects to be entitled. For certain contracts that have an original term length of one year or less, the Company uses the practical expedient applicable to such contracts and does not consider the time value of money. For contracts with an expected term in excess of one year, the Company has considered the provisions of Topic 606 in determining whether contracts contain a financing component. The Company presents revenues in the accompanying Consolidated Statements of Operations, net of taxes, when collected from its customers that are remitted or payable to government taxing authorities, except when products are inclusive of taxes where applicable. Disaggregation of Revenues The following table presents net revenues disaggregated by segment and major revenue type for the years ended July 31, 2022, 2021 and 2020 (in thousands): 79 Year ended July 31, 2022 2021 (1) 2020 (1) Mountain net revenue: Lift $ 1,310,213 $ 1,076,578 $ 913,091 Ski School 223,645 144,227 189,131 Dining 163,705 92,186 167,551 Retail/Rental 311,768 227,993 270,299 Other 203,783 161,814 186,548 Total Mountain net revenue $ 2,213,114 $ 1,702,798 $ 1,726,620 Lodging net revenue: Owned hotel rooms $ 80,579 $ 47,509 $ 44,992 Managed condominium rooms 97,704 72,217 76,480 Dining 48,569 17,211 31,464 Transportation 16,021 9,271 15,796 Golf 10,975 9,373 8,023 Other 46,500 43,008 44,933 300,348 198,589 221,688 Payroll cost reimbursements 11,742 6,553 10,549 Total Lodging net revenue $ 312,090 $ 205,142 $ 232,237 Total Resort net revenue $ 2,525,204 $ 1,907,940 $ 1,958,857 Total Real Estate net revenue 708 1,770 4,847 Total net revenue $ 2,525,912 $ 1,909,710 $ 1,963,704 (1) Segment results for the years ended July 31, 2021 and 2020 have been retrospectively adjusted to reflect current period presentation. See Note 12, Segment and Geographic Area Information, for additional information. Arrangements with Multiple Performance Obligations Several of the Company’s contracts with customers include multiple performance obligations, primarily related to bundled services such as ski school packages, lodging packages and events (e.g. weddings and conferences). For such contracts, revenue is allocated to each distinct and separate performance obligation based on its relative standalone selling price. The standalone selling prices are generally based on observable prices charged to customers or estimated based on historical experience and information. Contract Balances Contract liabilities are recorded primarily as deferred revenues when payments are received or due in advance of the Company’s performance, including amounts which may be refundable. The deferred revenue balance is primarily related to accounts receivable or cash payments recorded in advance of satisfying the Company’s performance obligations related to sales of pass products prior to the start of the ski season, private club initiation fees and other related advance purchase products, including advance purchase lift tickets, multiple-day lift tickets, ski school lessons, equipment rentals and lodging advance deposits. Due to the seasonality of the Company’s operations, its largest deferred revenue balances occur during the North American pass product selling window, which generally begins in the third quarter of its fiscal year. Deferred revenue balances of a short-term nature were $ 511.3 million and $ 456.5 million as of July 31, 2022 and 2021, respectively, and the increase was primarily due to an increase in pass product sales for the 2022/2023 North American ski season as compared to the prior year from the beginning of the selling season through each respective fiscal year-end. Deferred revenue balances of a long-term nature, comprised primarily of long-term private club initiation fee revenue, were $ 117.2 million and $ 121.0 million as of July 31, 2022 and 2021, respectively. For the year ended July 31, 2022, the Company recognized approximately $ 429.0 million of net revenue that was included in the deferred revenue balance as of July 31, 2021. As of July 31, 2022, the weighted average remaining period over which revenue for unsatisfied performance obligations on long-term private club contracts will be recognized was approximately 15 years. Contract assets are recorded as trade receivables when the right to consideration is unconditional. Trade receivable balances were $ 383.4 million and $ 345.4 million as of July 31, 2022 and 2021, respectively. Payments from customers are based on 80 billing terms established in the contracts with customers, which vary by the type of customer, the location and the products or services offered. The term between invoicing and when payment is due is not significant. For certain products or services and customer types, contracts require payment before the products are delivered or services are provided to the customer. Impairment losses related to contract assets are recognized through the Company’s allowance for doubtful accounts analysis. Contract asset write-offs are evaluated on an individual basis. Costs to Obtain Contracts with Customers The Company expects that credit card fees and sales commissions paid in order to obtain season ski pass products contracts are recoverable. Accordingly, the Company records these amounts as assets when they are paid prior to the start of the ski season. As of July 31, 2022, $ 3.8 million of costs to obtain contracts with customers were recorded within other current assets on the Company’s Consolidated Balance Sheet. Deferred credit card fees and sales commissions are amortized commensurate with the recognition of ski pass product revenue. The Company recorded amortization of $ 22.1 million, $ 17.8 million and $ 11.0 million for these costs during the years ended July 31, 2022, 2021 and 2020, respectively, which were recorded within Mountain and Lodging operating expenses on the Consolidated Statement of Operations. Utilizing the practical expedient provided for under Topic 606, the Company has elected to expense credit card fees and sales commissions related to non-season ski pass products and services as incurred, as the amortization period is generally one year or less for the time between customer purchase and utilization. These fees are recorded within Mountain and Lodging operating expenses on the Company’s Consolidated Statements of Operations. 4. Leases The Company’s operating leases consist primarily of commercial and retail space, office space, employee residential units, vehicles and other equipment. The Company determines if an arrangement is or contains a lease at contract inception or modification. The Company’s lease contracts generally range from 1 year to 60 years, with some lease contracts containing one or more lease extension options, exercisable at the Company’s discretion. The Company generally does not include these lease extension options in the initial lease term as it is not reasonably certain that it will exercise such options at contract inception. In addition, certain lease arrangements contain fixed and variable lease payments. The variable lease payments are primarily contingent rental payments based on: (i) a percentage of revenue related to the leased property; (ii) payments based on a percentage of sales over contractual levels; or (iii) lease payments adjusted for changes in an index or market value. These variable lease payments are typically recognized when the underlying event occurs and are included in operating expenses in the Company’s Consolidated Statements of Operations in the same line item as the expense arising from the respective fixed lease payments. The Company’s lease agreements may also include non-lease components, such as common area maintenance and insurance, which are accounted for separately. Future lease payments that are contingent or represent non-lease components are not included in the measurement of the operating lease liability. The Company’s lease agreements do not contain any material residual value guarantees or restrictive covenants. Lease expense related to lease payments is recognized on a straight-line basis over the term of the lease. The Company’s leases do not provide a readily determinable implicit rate. As a result, the Company measures the lease liability using an estimated incremental borrowing rate which is intended to reflect the rate of interest the Company would pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. The Company applies the estimated incremental borrowing rates at a portfolio level based on the economic environment associated with the lease. The Company uses the long-lived assets impairment guidance to determine recognition and measurement of an ROU asset impairment, if any. The Company monitors for events or changes in circumstances that require a reassessment. 81 The components of lease expense for the years ended July 31, 2022 and 2021 were as follows (in thousands): Year ended July 31, 2022 2021 2020 Finance leases: Amortization of the finance ROU assets $ 9,011 $ 9,753 $ 9,753 Interest on lease liabilities $ 35,881 $ 34,612 $ 34,035 Operating leases: Operating lease expense $ 43,295 $ 43,418 $ 43,303 Short-term lease expense (1) $ 15,614 $ 13,638 $ 13,943 Variable lease expense $ 2,309 $ 1,660 $ 1,583 (1) Short-term lease expense is attributable to leases with terms of 12 months or less which are not included within the Consolidated Balance Sheets. The following table presents the supplemental cash flow information associated with the Company’s leasing activities for the years ended July 31, 2022 and 2021 (in thousands): Year ended July 31, 2022 2021 2020 Cash flow supplemental information: Operating cash outflows for operating and short-term leases $ 59,818 $ 56,942 $ 55,344 Operating cash outflows for lease- and non-lease components of finance leases $ 37,573 $ 31,429 $ 29,311 Financing cash outflows for non-lease components of finance leases $ — $ — $ 5,387 Non-cash supplemental information: Operating ROU assets obtained in exchange for operating lease obligations $ 23,190 $ 12,615 $ 18,013 Weighted-average remaining lease terms and discount rates are as follows: July 31, 2022 July 31, 2021 Weighted-average remaining lease term (in years) Operating leases 9.8 10.2 Finance leases 40.9 41.9 Weighted-average discount rate Operating leases 4.6 % 4.5 % Finance leases 10.0 % 10.0 % 82 Future fixed lease payments for operating and finance leases as of July 31, 2022 reflected by fiscal year (August 1 through July 31) are as follows (in thousands): Operating Leases Finance Leases 2023 $ 45,224 $ 29,982 2024 40,656 30,582 2025 37,674 31,193 2026 34,449 31,817 2027 20,304 32,454 Thereafter 95,363 1,709,584 Total future minimum lease payments 273,670 1,865,612 Less amount representing interest ( 64,885 ) ( 1,508,005 ) Total lease liabilities $ 208,785 $ 357,607 The current portion of operating lease liabilities of approximately $ 34.2 million and $ 34.7 million as of July 31, 2022 and 2021, respectively, are recorded within accounts payables and accrued liabilities in the accompanying Consolidated Balance Sheets. Finance lease liabilities are recorded within long-term debt, net in the accompanying Consolidated Balance Sheets. The Canyons finance lease obligation represents the only material finance lease entered into by the Company and was $ 357.6 million and $ 351.8 million as of July 31, 2022 and 2021, respectively, which represents the estimated annual fixed lease payments for the remaining initial 50 year term of the lease assuming annual increases at the floor of 2% and discounted using an interest rate of 10%. As of July 31, 2022 and 2021, respectively, the Company has recorded $ 99.0 million and $ 108.0 million of finance lease ROU assets in connection with the Canyons lease, net of $ 84.6 million and $ 75.5 million of accumulated amortization, which is included within property, plant and equipment, net in the Company’s Consolidated Balance Sheets. 83 5. Net Income Per Common Share Earnings per Share Basic earnings per share (“EPS”) excludes dilution and is computed by dividing net income attributable to Vail Resorts stockholders by the weighted-average shares outstanding during the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised, resulting in the issuance of shares of common stock that would then share in the earnings of Vail Resorts. In connection with the Company’s acquisition of Whistler Blackcomb in October 2016, the Company issued consideration in the form of shares of Vail Resorts common stock (the “Vail Shares”), redeemable preferred shares of the Company’s wholly-owned Canadian subsidiary Whistler Blackcomb Holdings Inc. (“Exchangeco”) or cash (or a combination thereof). Whistler Blackcomb shareholders elected to receive 3,327,719 Vail Shares and 418,095 shares of Exchangeco (the “Exchangeco Shares”). The Exchangeco Shares could be redeemed for Vail Shares at any time until October 2023 or until the Company elects to convert any remaining Exchangeco Shares to Vail Shares, which the Company has the ability to do once total Exchangeco Shares outstanding fall below 20,904 shares (or 5% of the total Exchangeco Shares originally issued). In July 2022, the number of outstanding Exchangeco Shares fell below such threshold and on August 25, 2022, the Company elected to redeem all outstanding Exchangeco Shares, effective September 26, 2022. As of September 28, 2022, all Exchangeco Shares have been exchanged for Vail Shares. Both Vail Shares and Exchangeco Shares have a par value of $ 0.01 per share, and Exchangeco Shares, while they were outstanding, were substantially the economic equivalent of the Vail Shares. The Company’s calculation of weighted-average shares outstanding includes the Exchangeco Shares. Presented below is basic and diluted EPS for the years ended July 31, 2022, 2021 and 2020 (in thousands, except per share amounts): Year Ended July 31, 2022 2021 2020 Basic Diluted Basic Diluted Basic Diluted Net income per share: Net income attributable to Vail Resorts $ 347,923 $ 347,923 $ 127,850 $ 127,850 $ 98,833 $ 98,833 Weighted-average shares outstanding 40,433 40,433 40,266 40,266 40,227 40,227 Weighted-average Exchangeco shares outstanding 32 32 35 35 46 46 Total Weighted-average shares outstanding 40,465 40,465 40,301 40,301 40,273 40,273 Effect of dilutive securities — 222 — 527 — 565 Total shares 40,465 40,687 40,301 40,828 40,273 40,838 Net income per share attributable to Vail Resorts, Inc. $ 8.60 $ 8.55 $ 3.17 $ 3.13 $ 2.45 $ 2.42 The Company computes the effect of dilutive securities using the treasury stock method and average market prices during the period. The number of shares issuable on the exercise of share based awards that were excluded from the calculation of diluted net income per share because the effect of their inclusion would have been anti-dilutive totaled approximately 6,000 , 2,000 and 2,000 for the years ended July 31, 2022, 2021 and 2020, respectively. On December 18, 2020, the Company completed an offering of $ 575.0 million in aggregate principal amount of 0.0 % Convertible Notes (as defined in Note 6, Long-Term Debt). The Company is required to settle the principal amount of the 0.0 % Convertible Notes in cash and has the option to settle the conversion spread in cash or shares. The Company uses the treasury method to calculate diluted EPS, and if the conversion value of the 0.0 % Convertible Notes exceeds their conversion price, then the Company will calculate its diluted EPS as if all the notes were converted and the Company issued shares of its common stock to settle the excess value over the conversion price. However, if reflecting the 0.0 % Convertible Notes in diluted EPS in this manner is anti-dilutive, or if the conversion value of the notes does not exceed their initial conversion amount for a reporting period, then the shares underlying the notes will not be reflected in the Company’s calculation of diluted EPS. For the years ended July 31, 2022 and 2021, the average price of Vail Shares did not exceed the conversion price and therefore there was no impact to diluted EPS during those periods. Dividends During the years ended July 31, 2022 and 2020, the Company paid cash dividends of $ 5.58 per share and $ 5.28 per share, respectively ($ 225.8 million and $ 212.7 million in the aggregate, respectively, including cash dividends paid to Exchangeco 84 shareholders). The Company did not pay cash dividends during the year ended July 31, 2021. On September 22, 2022, the Company’s Board of Directors approved a cash dividend of $ 1.91 per share payable on October 24, 2022 to stockholders of record as of October 5, 2022 . 6. Long-Term Debt Long-term debt as of July 31, 2022 and 2021 is summarized as follows (in thousands): Maturity July 31, 2022 July 31, 2021 Vail Holdings Credit Agreement revolver (a) 2024 $ — $ — Vail Holdings Credit Agreement term loan (a) 2024 1,078,125 1,140,625 6.25% Notes (b) 2025 600,000 600,000 0.0% Convertible Notes (c) 2026 575,000 575,000 Whistler Credit Agreement revolver (d) 2026 11,717 44,891 EPR Secured Notes (e) 2034 - 2036 114,162 114,162 EB-5 Development Notes (f) 2021 — 51,500 Employee housing bonds (g) 2027 - 2039 52,575 52,575 Canyons obligation (h) 2063 357,607 351,820 Other (i) 2022 - 2034 17,860 17,941 Total debt 2,807,046 2,948,514 Less: Unamortized premiums, discounts and debt issuance costs (j) 72,997 98,222 Less: Current maturities (k) 63,749 114,117 Long-term debt, net $ 2,670,300 $ 2,736,175 (a) On December 18, 2020, Vail Holdings, Inc. (“VHI”), which is a wholly-owned subsidiary of the Company, along with other certain subsidiaries of the Company, as guarantors, Bank of America, N.A., as administrative agent, and certain lenders entered into a Fourth Amendment to the Vail Holdings Credit Agreement (the “Fourth Amendment”). Pursuant to the Fourth Amendment, among other terms, VHI was exempted from complying with certain financial maintenance covenants for fiscal quarters ending through January 31, 2022 (unless VHI made a one-time irrevocable election to terminate such exemption period prior to such date) (such period, the “Financial Covenants Temporary Waiver Period”), and the Company was prohibited from undertaking certain activities during such period. On October 31, 2021, VHI exited the Financial Covenants Temporary Waiver Period. As a result, the Company was required to comply with the financial maintenance covenants in the Vail Holdings Credit Agreement starting with the fiscal quarter ended October 31, 2021, and the Company is no longer subject to the covenant modifications that were applicable during the Financial Covenants Temporary Waiver Period. On August 31, 2022, the Company entered into an additional amendment to the Vail Holdings Credit Agreement (the “Fifth Amendment”), which extended the maturity date to September 23, 2026. Additionally, the Fifth Amendment contains customary LIBOR replacement language, including, but not limited to, the use of rates based on the secured overnight financing rate (“SOFR”). SOFR is a broad measure of the cost of borrowing cash in the overnight U.S. Treasury repo market and is administered by the Federal Reserve Bank of New York. The Fifth Amendment modified the calculation of interest under the Vail Holdings Credit Agreement from being calculated based on LIBOR to being calculated based on SOFR. No other material terms of the Vail Holdings Credit Agreement were amended. 85 As of July 31, 2022, the Vail Holdings Credit Agreement consists of a $ 500.0 million revolving credit facility and a $ 1.1 billion outstanding term loan facility. The term loan facility is subject to quarterly amortization of principal of approximately $ 15.6 million (which began in January 2020), in equal installments, for a total of 5% of principal payable in each year and the final payment of all amounts outstanding, plus accrued and unpaid interest due upon maturity. The proceeds of the loans made under the Vail Holdings Credit Agreement may be used to fund the Company’s working capital needs, capital expenditures, acquisitions, investments and other general corporate purposes, including the issuance of letters of credit. Borrowings under the Vail Holdings Credit Agreement, including the term loan facility, bear interest annually at LIBOR plus 1.25 % as of July 31, 2022 ( 3.62 % as of July 31, 2022). Interest rate margins may fluctuate based upon the ratio of the Company’s Net Funded Debt to Adjusted EBITDA on a trailing four-quarter basis. The Vail Holdings Credit Agreement also includes a quarterly unused commitment fee, which is equal to a percentage determined by the Net Funded Debt to Adjusted EBITDA ratio, as each such term is defined in the Vail Holdings Credit Agreement, multiplied by the daily amount by which the Vail Holdings Credit Agreement commitment exceeds the total of outstanding loans and outstanding letters of credit ( 0.25 % as of July 31, 2022). The Company is party to various interest rate swap agreements which hedge the LIBOR-based variable interest rate component of underlying cash flows of $ 400.0 million in principal amount of its Vail Holdings Credit Agreement for the remaining term of the agreement at an effective rate of 1.46 %. Subsequent to July 31, 2022 and in association with the Fifth Amendment, the interest rate swaps were also amended to transition from a hedge of LIBOR to a hedge of SOFR. (b) On May 4, 2020, the Company completed its offering of $ 600 million aggregate principal amount of 6.25 % senior notes due 2025 at par (the “6.25% Notes”). The Company pays interest on the 6.25% Notes on May 15 and November 15 of each year, which commenced on November 15, 2020. The 6.25% Notes will mature on May 15, 2025. The 6.25% Notes are redeemable, in whole or in part, at any time on or after May 15, 2022 at the redemption prices specified in an indenture dated as of May 4, 2020 (the “6.25% Indenture”) plus accrued and unpaid interest. The 6.25% Notes are senior unsecured obligations of the Company, are guaranteed by certain of the Company’s domestic subsidiaries, and rank equally in right of payment with existing and future senior indebtedness of the Company and the guarantors (as defined in the 6.25% Indenture). The 6.25% Indenture requires that, upon the occurrence of a Change of Control (as defined in the 6.25% Indenture), the Company shall offer to purchase all of the outstanding 6.25% Notes at a purchase price in cash equal to 101% of the outstanding principal amount of the 6.25% Notes, plus accrued and unpaid interest. If the Company or certain of its subsidiaries dispose of assets, under certain circumstances, the Company will be required to either invest the net cash proceeds from such assets sales in its business within a specified period of time, repay certain senior secured debt or debt of its non-guarantor subsidiaries, or make an offer to purchase a principal amount of the 6.25% Notes equal to the excess net cash proceeds at a purchase price of 100% of their principal amount, plus accrued and unpaid interest. The 6.25% Indenture contains covenants that, among other things, restrict the ability of the Company and the guarantors to incur liens on assets; merge or consolidate with another company or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the Company’s assets or engage in Sale and Leaseback Transactions (as defined in the 6.25% Indenture). The 6.25% Indenture does not contain any financial maintenance covenants. Certain of the covenants will not apply to the 6.25% Notes so long as the 6.25% Notes have investment grade ratings from two specified rating agencies and no event of default has occurred and is continuing under the 6.25% Indenture. The 6.25% Indenture includes customary events of default, including failure to make payment, failure to comply with the obligations set forth in the 6.25% Indenture, certain defaults on certain other indebtedness, certain events of bankruptcy, insolvency or reorganization, and invalidity of the guarantees of the 6.25% Notes issued pursuant to the 6.25% Indenture. (c) On December 18, 2020, the Company completed an offering of $ 575.0 million in aggregate principal amount of 0.0% Convertible Notes due 2026 in a private placement conducted pursuant to Rule 144A of the Securities Act of 1933, as amended (the “0.0% Convertible Notes”). The 0.0% Convertible Notes were issued under an indenture dated December 18, 2020 (the “Convertible Indenture”) between the Company and U.S. Bank National Association, as Trustee. The 0.0% Convertible Notes do not bear regular interest and the principal amount does not accrete. The 0.0% Convertible Notes mature on January 1, 2026, unless earlier repurchased, redeemed or converted. The 0.0% Convertible Notes are general senior unsecured obligations of the Company. The 0.0% Convertible Notes rank senior in right of payment to any future debt that is expressly subordinated, equal in right of payment with the Company’s existing and future liabilities that are not so subordinated, and are subordinated to all of the Company’s existing and future secured debt to the extent of the value of the assets securing such debt. The 0.0% Convertible Notes will also be structurally subordinated to all of the existing and future liabilities and obligations of the Company’s subsidiaries, including such subsidiaries’ guarantees of the 6.25% Notes. The initial conversion rate was 2.4560 shares per $1,000 principal amount of notes, which represents an initial conversion price of approximately $ 407.17 per share, and is subject to adjustment upon the occurrence of certain specified events as 86 described in the Convertible Indenture, including the payment of cash dividends. As of July 31, 2022, the conversion rate of the 0.0% Convertible Notes, adjusted for cash dividends paid since the issuance date, was 2.5083 shares per $1,000 principal amount of notes (the “Conversion Rate”), which represents a conversion price of $ 398.67 per share (the “Conversion Price”). The principal amount of the 0.0% Convertible Notes is required to be settled in cash. The Company will settle the in the money component of conversions by paying cash, delivering shares of its common stock, or a combination of the two, at its option. Holders may convert their notes, at their option, only under the following circumstances: • during any calendar quarter commencing after the calendar quarter ending on March 31, 2021 if the last reported sale price per share of our common stock exceeds 130 % of the Conversion Price for each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; • during the five consecutive business days immediately after any 10 consecutive trading day period (such 10 consecutive trading day period, the “Measurement Period”) in which the trading price per $1,000 principal amount of notes for each trading day of the Measurement Period was less than 98 % of the product of the last reported sale price per share of our common stock on such trading day and the Conversion Rate on such trading day; • upon the occurrence of certain corporate events or distributions on our common stock, as described in the Convertible Indenture; • if the Company calls the 0.0% Convertible Notes for redemption; or • at any time from, and including, July 1, 2025 until the close of business on the scheduled trading day immediately before the maturity date. The 0.0% Convertible Notes will be redeemable, in whole or in part, at the Company’s option at any time, and from time to time, on or after January 1, 2024 and on or before the 25th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the notes to be redeemed, plus accrued and unpaid special and additional interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of the Company’s common stock exceeds 130 % of the Conversion Price for a specified period of time. If the Company elects to redeem less than all of the 0.0% Convertible Notes, at least $ 50.0 million aggregate principal amount of notes must be outstanding and not subject to redemption as of the relevant redemption notice date. Calling any 0.0% Convertible Notes for redemption will constitute a make-whole fundamental change with respect to such notes, in which case the Conversion Rate applicable to the conversion of such notes will be increased in certain circumstances if such notes are converted after they are called for redemption. In addition, upon the occurrence of a fundamental change (as defined in the Convertible Indenture), holders of the 0.0% Convertible Notes may require the Company to repurchase all or a portion of their notes at a cash repurchase price equal to the principal amount of the notes to be repurchased, plus any accrued and unpaid special and additional interest, if any, to, but excluding, the applicable repurchase date. If certain fundamental changes referred to as make-whole fundamental changes (as defined in the Convertible Indenture) occur, the Conversion Rate for the 0.0% Convertible Notes may be increased for a specified period of time. The Convertible Indenture includes customary events of default, including failure to make payment, failure to comply with the obligations set forth in the Convertible Indenture, certain defaults on certain other indebtedness, and certain events of bankruptcy, insolvency or reorganization. The Company may elect, at its option, that the sole remedy for an event of default relating to certain failures by the Company to comply with certain reporting covenants in the Convertible Indenture will consist exclusively of the right of the holders of the 0.0% Convertible Notes to receive additional interest on the notes for up to 360 days following such failure. The Company separately accounts for the liability and equity components of the 0.0% Convertible Notes. The liability component at issuance was recognized at estimated fair value based on the fair value of a similar debt instrument that does not have an embedded convertible feature, and was determined to be $ 465.3 million and was recorded within long-term debt, net on the Company’s Consolidated Balance Sheet. The excess of the principal amount of the 0.0% Convertible Notes over the initial fair value of the liability component represented a debt discount of $ 109.7 million and is being amortized to interest expense, net over the term. The balance of the unamortized debt discount was $ 76.7 million as of July 31, 2022. The carrying amount of the equity component representing the conversion option was approximately $ 109.7 million and was determined by deducting the initial fair value of the liability component from the total proceeds of the 0.0% Convertible Notes of $ 575.0 million. Additionally, the Company recorded deferred tax liabilities of approximately $ 27.5 million related to the equity component of the 0.0% Convertible Notes on the date of issuance, which decreased the recorded value of the equity component. As of July 31, 2022, the equity component is recorded within additional paid-in capital on the Company’s Consolidated Balance Sheets and is not remeasured as long as it continues to meet the conditions 87 for equity classification. The Company will adopt ASU 2020-06 on August 1, 2022 using the modified retrospective method. As a result of the adoption of ASU 2020-06, the Company will reclassify the equity component of its 0.0% Convertible Notes to long-term debt, net, and it will no longer record non-cash interest expense related to the amortization of the debt discount (see Note 2, Summary of Significant Accounting Policies, for additional information). Deferred financing costs related to the 0.0% Convertible Notes of approximately $ 14.9 million were allocated between the liability and equity components of the 0.0% Convertible Notes based on the proportion of the total proceeds allocated to the debt and equity components. (d) Whistler Mountain Resort Limited Partnership (“Whistler LP”) and Blackcomb Skiing Enterprises Limited Partnership (“Blackcomb LP”), together the “WB Partnerships,” are party to a credit agreement, dated as of November 12, 2013 (as amended, the “Whistler Credit Agreement”), by and among Whistler LP, Blackcomb LP, certain subsidiaries of Whistler LP and Blackcomb LP party thereto as guarantors (the “Whistler Subsidiary Guarantors”), the financial institutions party thereto as lenders and The Toronto-Dominion Bank, as administrative agent. The Whistler Credit Agreement consists of a C$ 300.0 million revolving credit facility, and during the year ended July 31, 2022, the Company entered into an amendment of the Whistler Credit Agreement which extended the maturity date of the revolving credit facility to December 15, 2026. No other material terms of the Whistler Credit Agreement were altered. The WB Partnerships’ obligations under the Whistler Credit Agreement are guaranteed by the Whistler Subsidiary Guarantors and are collateralized by a pledge of the capital stock of the Whistler Subsidiary Guarantors and a pledge of substantially all of the assets of Whistler LP, Blackcomb LP and the Whistler Subsidiary Guarantors. In addition, pursuant to the terms of the Whistler Credit Agreement, the WB Partnerships have the ability to increase the commitment amount by up to C$75.0 million, subject to lender approval. Borrowings under the Whistler Credit Agreement are available in Canadian or U.S. dollars and bear interest annually, subject to an applicable margin based on the WB Partnerships’ Consolidated Total Leverage Ratio (as defined in the Whistler Credit Agreement), with pricing as of July 31, 2022, in the case of borrowings (i) in Canadian dollars, at the WB Partnerships’ option, either (a) at the Canadian Prime Rate plus 0.75% per annum or (b) by way of the issuance of bankers’ acceptances plus 1.75% per annum; and (ii) in U.S. dollars, at the WB Partnerships option, either at (a) the U.S. Base Rate plus 0.75% per annum or (b) Bankers Acceptance Rate plus 1.75% per annum . As of July 31, 2022, all borrowings under the Whistler Credit Agreement were made in Canadian dollars and by way of the issuance of bankers’ acceptances plus 1.75% (approximately 4.70 % as of July 31, 2022). The Whistler Credit Agreement also includes a quarterly unused commitment fee based on the Consolidated Total Leverage Ratio, which as of July 31, 2022 is equal to 0.39 % per annum. The Whistler Credit Agreement provides for affirmative and negative covenants that restrict, among other things, the WB Partnerships’ ability to incur indebtedness and liens, dispose of assets, make capital expenditures, make distributions and make investments. In addition, the Whistler Credit Agreement includes the restrictive financial covenants (leverage ratios and interest coverage ratios) customary for facilities of this type. (e) On September 24, 2019, in conjunction with the acquisition of Peak Resorts (see Note 7, Acquisitions), the Company assumed various secured borrowings (the “EPR Secured Notes”) under the master credit and security agreements and other related agreements, as amended, (collectively, the “EPR Agreements”) with EPT Ski Properties, Inc. and its affiliates (“EPR”). The EPR Secured Notes include the following: i. The Alpine Valley Secured Note. The $ 4.6 million Alpine Valley Secured Note provides for interest payments through its maturity on December 1, 2034. As of July 31, 2022, interest on this note accrued at a rate of 11.55 %. ii. The Boston Mills/Brandywine Secured Note. The $ 23.3 million Boston Mills/Brandywine Secured Note provides for interest payments through its maturity on December 1, 2034. As of July 31, 2022, interest on this note accrued at a rate of 11.07 %. iii. The Jack Frost/Big Boulder Secured Note. The $ 14.3 million Jack Frost/Big Boulder Secured Note provides for interest payments through its maturity on December 1, 2034. As of July 31, 2022, interest on this note accrued at a rate of 11.07 %. iv. The Mount Snow Secured Note. The $ 51.1 million Mount Snow Secured Note provides for interest payments through its maturity on December 1, 2034. As of July 31, 2022, interest on this note accrued at a rate of 12.14 %. v. The Hunter Mountain Secured Note. The $ 21.0 million Hunter Mountain Secured Note provides for interest payments through its maturity on January 5, 2036. As of July 31, 2022, interest on this note accrued at a rate of 8.88 %. The EPR Secured Notes are secured by all or substantially all of the assets of Peak Resorts and its subsidiaries, including mortgages on the Alpine Valley, Boston Mills, Brandywine, Jack Frost, Big Boulder, Mount Snow and Hunter Mountain 88 ski resorts. The EPR Secured Notes bear interest at specified interest rates, as discussed above, which are subject to increase each year by the lesser of (i) three times the percentage increase in the Consumer Price Index (“CPI”) or (ii) a capped index (the “Capped CPI Index”), which is 1.75 % for the Hunter Mountain Secured Note and 1.50 % for all other notes. The EPR Agreements provide for affirmative and negative covenants that restrict, among other things, the ability of Peak Resorts and its subsidiaries to incur indebtedness, dispose of assets, make distributions and make investments. In addition, the EPR Agreements include restrictive covenants, including maximum leverage ratio and consolidated fixed charge ratio. An additional contingent interest payment would be due to EPR if, on a calendar year basis, the gross receipts from the properties securing any of the individual EPR Secured Notes (the “Gross Receipts”) are more than the result (the “Interest Quotient”) of dividing the total interest charges for the EPR Secured Notes by a specified percentage rate (the “Additional Interest Rate”). In such a case, the additional interest payment would equal the difference between the Gross Receipts and the Interest Quotient multiplied by the Additional Interest Rate. This calculation is made on an aggregated basis for the notes secured by the Jack Frost, Big Boulder, Boston Mills, Brandywine and Alpine Valley ski resorts, where the Additional Interest Rate is 10.0 %; on a standalone basis for the note secured by the Company’s Mount Snow ski resort, where the Additional Interest Rate is 12.0 %; and on a standalone basis for the note secured by the Company’s Hunter Mountain ski resort, where the Additional Interest Rate is 8.0 %. Peak Resorts does not have the right to prepay the EPR Secured Notes. The EPR Secured Notes were recorded at their estimated fair value in conjunction with the acquisition of Peak Resorts on September 24, 2019. The EPR Agreements grant EPR certain other rights including the option to purchase the Boston Mills, Brandywine, Jack Frost, Big Boulder or Alpine Valley resorts, which is exercisable no sooner than two years and no later than one year prior to the maturity dates of the applicable EPR Secured Note for such properties, with any closings to be held on the applicable maturity dates; and, if EPR exercises the purchase option, EPR will enter into an agreement with the Company for the lease of each acquired property for an initial term of 20 years, plus options to extend the lease for two additional periods of ten years each. In addition, Peak Resorts is required to maintain a debt service reserve account which amounts are applied to fund interest payments and other amounts due and payable to EPR. As of July 31, 2022, the Company had funded the EPR debt service reserve account in an amount equal to approximately $ 5.3 million, which was included in other current assets in the Consolidated Balance Sheet. (f) Peak Resorts serves as the general partner for two limited partnerships, Carinthia Group 1, LP and Carinthia Group 2, LP (together, the “Carinthia Partnerships”), which were formed to raise funds through the Immigrant Investor Program administered by the U.S. Citizenship and Immigration Services (“USCIS”), pursuant to the Immigration and Nationality Act (the “EB-5 Program”). On December 27, 2016, Peak Resorts borrowed $ 52.0 million from the Carinthia Partnerships to fund two capital projects at Mount Snow. The amounts were borrowed through two loan agreements, which provided $ 30.0 million and $ 22.0 million (together, the “EB-5 Development Notes”). On December 27, 2021, Peak Resorts repaid all remaining principal owed to the Carinthia Partnerships. (g) The Company has recorded the outstanding debt of four Employee Housing Entities (each an “Employee Housing Entity” and collectively the “Employee Housing Entities”): Breckenridge Terrace, Tarnes, BC Housing and Tenderfoot. The proceeds of the Employee Housing Bonds were used to develop apartment complexes designated primarily for use by the Company’s seasonal employees at its Colorado mountain resorts. The Employee Housing Bonds are variable rate, interest-only instruments with interest rates tied to LIBOR plus 0% to 0.10% ( 2.35 % to 2.45 % as of July 31, 2022). Interest on the Employee Housing Bonds is paid monthly in arrears and the interest rate is adjusted weekly. No principal payments are due on the Employee Housing Bonds until maturity. Each Employee Housing Entity’s bonds were issued in two series. The bonds for each Employee Housing Entity are backed by letters of credit issued under the Vail Holdings Credit Agreement. The table below presents the principal amounts outstanding for the Employee Housing Bonds as of July 31, 2022 (in thousands): Maturity Tranche A Tranche B Total Breckenridge Terrace 2039 $ 14,980 $ 5,000 $ 19,980 Tarnes 2039 8,000 2,410 10,410 BC Housing 2027 9,100 1,500 10,600 Tenderfoot 2035 5,700 5,885 11,585 Total $ 37,780 $ 14,795 $ 52,575 (h) On May 24, 2013 , VR CPC Holdings, Inc. (“VR CPC”), a wholly-owned subsidiary of the Company, entered into a transaction agreement with affiliate companies of Talisker Corporation (“Talisker”) pursuant to which the parties entered into a master lease agreement (the “Park City Lease”) and certain ancillary transaction documents on May 29, 2013 related to the former stand-alone Canyons Resort (“Canyons”), pursuant to which the Company assumed the resort operations of 89 the Canyons. The Park City Lease between VR CPC and Talisker has an initial term of 50 years with six 50-year renewal options . The Park City Lease provides for $ 25 million in annual payments, which increase each year by an inflation-linked index of CPI less 1% per annum, with a floor of 2% . Vail Resorts has guaranteed the payments under the Park City Lease. The obligation at July 31, 2022 represents future lease payments for the remaining initial lease term of 50 years (including annual increases at the floor of 2%) discounted using an interest rate of 10 %, and includes accumulated accreted interest expense of approximately $ 52.3 million. (i) During the year ended July 31, 2019, the Company completed two real estate sales transactions that were accounted for as financing arrangements as a result of the Company’s continuing involvement with the underlying assets that were sold, including but not limited to, the obligation to repurchase finished commercial space from the development projects upon completion. The Company received approximately $ 12.8 million of proceeds for these sales transactions through the year ended July 31, 2022, which are reflected within long-term debt, net. Other obligations also consist of a $ 2.9 million note outstanding to the Colorado Water Conservation Board, which matures on September 16, 2028 , and other financing arrangements. Other obligations, including the Colorado Water Conservation Board note, bear interest at rates ranging from 5.1 % to 5.5 %. (j) In connection with the issuance of the 0.0% Convertible Notes, the Company recorded a debt discount, which represents the excess of the principal amount of the 0.0% Convertible Notes over the fair value of the liability component, as discussed above. In connection with the acquisition of Peak Resorts, the Company estimated the acquisition date fair values of the debt instruments assumed, including the EPR Secured Notes, and recorded any difference between such estimated fair values and the par value of debt instruments as unamortized premiums and discounts, which is amortized and recorded to interest expense, net on the Company’s Consolidated Statements of Operations over the respective term of the applicable debt instruments. Additionally, certain costs incurred with regard to the issuance of debt instruments are capitalized and included as a reduction in the net carrying value of long-term debt, net of accumulated amortization, with the exception of costs incurred related to line-of-credit arrangements, which are included in deferred charges and other assets, net of accumulated amortization. Amortization of such deferred financing costs are recorded to interest expense, net on the Company’s Consolidated Statements of Operations over the respective term of the applicable debt instruments. (k) Current maturities represent principal payments due in the next 12 months, and exclude approximately $ 6.2 million of proceeds resulting from a real estate transaction accounted for as a financing arrangement, as discussed above, which are expected to be recognized on the Company’s Statement of Operations during the year ending July 31, 2023 as a result of the anticipated resolution of continuing involvement, with no associated cash outflow. Aggregate maturities for debt outstanding, including finance lease obligations, as of July 31, 2022 reflected by fiscal year are as follows (in thousands): Total 2023 (1) $ 69,890 2024 63,813 2025 (2) 1,553,883 2026 575,415 2027 22,755 Thereafter 521,290 Total debt $ 2,807,046 (1) Includes approximately $ 6.2 million of proceeds resulting from a real estate transaction accounted for as a financing arrangement, as discussed above, which are expected to be recognized on the Company’s Statement of Operations during the year ending July 31, 2023 as a result of the anticipated resolution of continuing involvement, with no associated cash outflow. (2) Subsequent to July 31, 2022, the Company entered into the Fifth Amendment to the Vail Holdings Credit Agreement, which extended the maturity date by two years and is now due in the fiscal year ending July 31, 2027. See Note 16, Subsequent Events, for additional information. The Company recorded interest expense of $ 148.2 million, $ 151.4 million and $ 106.7 million for the years ended July 31, 2022, 2021 and 2020, respectively, of which $ 5.9 million, $ 4.9 million and $ 1.9 million, respectively, was amortization of 90 deferred financing costs. The Company was in compliance with all of its financial and operating covenants required to be maintained under its debt instruments for all periods presented. In connection with the acquisition of Whistler Blackcomb, VHI funded a portion of the purchase price through an intercompany loan to Whistler Blackcomb of $ 210.0 million, which was effective as of November 1, 2016 and requires foreign currency remeasurement to Canadian dollars, the functional currency for Whistler Blackcomb. As a result, foreign currency fluctuations associated with the loan are recorded within the Company’s results of operations. The Company recognized approximately $( 2.7 ) million, $ 8.3 million and $( 3.2 ) million of non-cash foreign currency (loss) gain on the intercompany loan to Whistler Blackcomb during the years ended July 31, 2022, 2021 and 2020, respectively, on the Consolidated Statements of Operations. As of July 31, 2022, the remaining balance of the intercompany loan was $ 97.2 million. 7. Acquisitions Seven Springs Mountain Resort, Hidden Valley Resort & Laurel Mountain Ski Area On December 31, 2021, the Company, through a wholly-owned subsidiary, acquired Seven Springs Mountain Resort, Hidden Valley Resort and Laurel Mountain Ski Area in Pennsylvania from Seven Springs Mountain Resort, Inc. and its affiliates for a cash purchase price of approximately $ 116.5 million, after adjustments for certain agreed-upon terms, which the Company funded with cash on hand. The acquisition included the mountain operations of the resorts, including base area skier services (food and beverage, retail and rental, lift ticket offices and ski and snowboard school facilities), as well as a hotel, conference center and other related operations. The following summarizes the purchase consideration and the preliminary purchase price allocation to estimated fair values of the identifiable assets acquired and liabilities assumed at the date the transaction was effective (in thousands): Acquisition Date Estimated Fair Value Current assets $ 2,932 Property, plant and equipment 118,415 Goodwill 4,991 Identifiable intangible assets and other assets 5,335 Liabilities ( 15,172 ) Net assets acquired $ 116,501 Identifiable intangible assets acquired in the transaction were primarily related to advanced lodging bookings and trade names. The process of estimating the fair value of the property, plant, and equipment includes the use of certain estimates and assumptions related to replacement cost and physical condition at the time of acquisition. The excess of the purchase price over the aggregate estimated fair values of the assets acquired and liabilities assumed was recorded as goodwill. The goodwill recognized is attributable primarily to expected synergies, the assembled workforce of the resorts and other factors, and is not expected to be deductible for income tax purposes. The Company recognized $ 2.8 million of acquisition related expenses associated with the transaction within Mountain and Lodging operating expense in its Consolidated Statement of Operations for the year ended July 31, 2022. The operating results of the acquired resorts are reported within the Mountain and Lodging segments prospectively from the date of acquisition. The estimated fair values of assets acquired and liabilities assumed are preliminary and are based on the information that was available as of the acquisition date. The Company believes that this information provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed; however, the Company is obtaining additional information necessary to finalize those estimated fair values. Therefore, the preliminary measurements of estimated fair values reflected are subject to change. The Company expects to finalize the valuation and complete the purchase consideration allocation no later than one year from the acquisition date. Peak Resorts On September 24, 2019, the Company, through a wholly-owned subsidiary, acquired 100% of the outstanding stock of Peak Resorts, Inc. (“Peak Resorts”) at a purchase price of $ 11.00 per share or approximately $ 264.5 million. In addition, contemporaneous with the closing of the transaction, Peak Resorts was required to pay approximately $ 70.2 million of certain outstanding debt instruments and lease obligations in order to complete the transaction. Accordingly, the total purchase price, including the repayment of certain outstanding debt instruments and lease obligations, was approximately $ 334.7 million, for 91 which the Company borrowed approximately $ 335.6 million under the Vail Holdings Credit Agreement (see Note 6, Long-Term Debt) to fund the acquisition, repayment of debt instruments and lease obligations, and associated acquisition related expenses. The acquired resorts include: Mount Snow in Vermont; Hunter Mountain in New York; Attitash Mountain Resort, Wildcat Mountain and Crotched Mountain in New Hampshire; Liberty Mountain Resort, Roundtop Mountain Resort, Whitetail Resort, Jack Frost and Big Boulder in Pennsylvania; Alpine Valley, Boston Mills, Brandywine and Mad River Mountain in Ohio; Hidden Valley and Snow Creek in Missouri; and Paoli Peaks in Indiana. The Company assumed the Special Use Permits from the U.S. Forest Service for Attitash, Mount Snow and Wildcat Mountain, and assumed the land leases for Mad River and Paoli Peaks. The acquisition included the mountain operations of the resorts, including base area skier services (food and beverage, retail and rental, lift ticket offices and ski school facilities), as well as lodging operations at certain resorts. The following summarizes the purchase consideration and the purchase price allocation to estimated fair values of the identifiable assets acquired and liabilities assumed at the date the transaction was effective (in thousands): Acquisition Date Estimated Fair Value Current assets $ 19,578 Property, plant and equipment 427,793 Goodwill 135,879 Identifiable intangible assets 19,221 Other assets 16,203 Assumed long-term debt ( 184,668 ) Other liabilities ( 99,275 ) Net assets acquired $ 334,731 Identifiable intangible assets acquired in the transaction were primarily related to trade names and property management contracts, which had acquisition date estimated fair values of approximately $ 15.8 million and $ 3.1 million, respectively. The process of estimating the fair value of the depreciable property, plant, and equipment includes the use of certain estimates and assumptions related to replacement cost. The excess of the purchase price over the aggregate estimated fair values of the assets acquired and liabilities assumed was recorded as goodwill. The goodwill recognized is attributable primarily to expected synergies, the assembled workforce of the resorts and other factors, and is not expected to be deductible for income tax purposes. The Company assumed various debt obligations of Peak Resorts, which were recorded at their respective estimated fair values as of the acquisition date (see Note 6, Long-Term Debt). The Company incurred $ 3.1 million of acquisition related expenses associated with the transaction which were recorded within Mountain and Lodging operating expense in its Consolidated Statement of Operations for the year ended July 31, 2020. The operating results of Peak Resorts are reported within the Mountain and Lodging segments prospectively from the date of acquisition. Peak Resorts Pro Forma Financial Information The following presents the unaudited pro forma consolidated financial information of the Company as if the acquisition of Peak Resorts was completed on August 1, 2018 (the beginning of the fiscal year preceding the fiscal year in which the acquisition occurred). The following unaudited pro forma financial information includes adjustments for (i) depreciation on acquired property, plant and equipment; (ii) amortization of intangible assets recorded at the date of the transaction; (iii) transaction and business integration related costs; and (iv) interest expense associated with financing the transaction. This unaudited pro forma financial information is presented for informational purposes only and does not purport to be indicative of the results of future operations or the results that would have occurred had the transaction taken place on August 1, 2018 (in thousands, except per share amounts). Year Ended July 31, 2020 Pro forma net revenue $ 1,970,363 Pro forma net income attributable to Vail Resorts, Inc. $ 100,205 Pro forma basic net income per share attributable to Vail Resorts, Inc. $ 2.49 Pro forma diluted net income per share attributable to Vail Resorts, Inc. $ 2.45 92 8. Supplementary Balance Sheet Information The composition of property, plant and equipment, including finance lease assets, follows (in thousands): July 31, 2022 2021 Land and land improvements $ 763,432 $ 756,517 Buildings and building improvements 1,545,571 1,496,402 Machinery and equipment 1,505,236 1,417,705 Furniture and fixtures 307,867 308,432 Software 138,058 122,778 Vehicles 81,927 80,328 Construction in progress 127,282 67,710 Gross property, plant and equipment 4,469,373 4,249,872 Accumulated depreciation ( 2,351,321 ) ( 2,181,996 ) Property, plant and equipment, net $ 2,118,052 $ 2,067,876 Depreciation expense, which included depreciation of assets recorded under finance leases, for the years ended July 31, 2022, 2021 and 2020 totaled $ 247.2 million, $ 247.2 million and $ 243.1 million, respectively. The following table summarizes the composition of property, plant and equipment recorded under finance leases as of July 31, 2022 and 2021 (in thousands): July 31, 2022 2021 Land $ 31,818 $ 31,818 Land improvements 49,228 49,228 Buildings and building improvements 42,160 42,160 Machinery and equipment 60,384 60,384 Gross property, plant and equipment 183,590 183,590 Accumulated depreciation ( 84,556 ) ( 75,545 ) Property, plant and equipment, net $ 99,034 $ 108,045 93 The composition of goodwill and intangible assets follows (in thousands): July 31, 2022 2021 Goodwill Goodwill $ 1,797,970 $ 1,824,089 Accumulated impairments ( 25,688 ) ( 25,688 ) Accumulated amortization ( 17,354 ) ( 17,354 ) Goodwill, net $ 1,754,928 $ 1,781,047 Indefinite-lived intangible assets Trademarks $ 237,483 $ 239,786 Other 41,400 41,561 Total gross indefinite-lived intangible assets 278,883 281,347 Accumulated amortization ( 24,713 ) ( 24,713 ) Indefinite-lived intangible assets, net $ 254,170 $ 256,634 Amortizable intangible assets Trademarks $ 38,008 $ 38,008 Other 71,767 69,397 Total gross amortizable intangible assets 109,775 107,405 Accumulated amortization ( 49,887 ) ( 44,929 ) Amortizable intangible assets, net 59,888 62,476 Total gross intangible assets 388,658 388,752 Total accumulated amortization ( 74,600 ) ( 69,642 ) Total intangible assets, net $ 314,058 $ 319,110 Amortization expense for intangible assets subject to amortization for the years ended July 31, 2022, 2021 and 2020 totaled $ 5.2 million, $ 5.4 million and $ 6.5 million, respectively, and is estimated to be approximately $ 3.8 million annually, on average, for the next five fiscal years. The changes in the net carrying amount of goodwill allocated between the Company’s segments for the years ended July 31, 2022 and 2021 are as follows (in thousands): Mountain Lodging Goodwill, net Balance at July 31, 2020 $ 1,666,809 $ 42,211 $ 1,709,020 Effects of changes in foreign currency exchange rates 72,027 — 72,027 Balance at July 31, 2021 1,738,836 42,211 1,781,047 Acquisition (including measurement period adjustments) 2,196 2,795 4,991 Effects of changes in foreign currency exchange rates ( 31,110 ) — ( 31,110 ) Balance at July 31, 2022 $ 1,709,922 $ 45,006 $ 1,754,928 94 The composition of accounts payable and accrued liabilities follows (in thousands): July 31, 2022 2021 Trade payables $ 151,263 $ 98,261 Deferred revenue 511,306 456,457 Accrued salaries, wages and deferred compensation 64,570 54,286 Accrued benefits 45,202 47,368 Deposits 37,731 35,263 Operating lease liabilities 34,218 34,668 Other accruals 98,540 89,169 Total accounts payable and accrued liabilities $ 942,830 $ 815,472 9. Fair Value Measurements The Company utilizes FASB issued fair value guidance that establishes how reporting entities should measure fair value for measurement and disclosure purposes. The guidance establishes a common definition of fair value applicable to all assets and liabilities measured at fair value and prioritizes the inputs into valuation techniques used to measure fair value. Accordingly, the Company uses valuation techniques which maximize the use of observable inputs and minimize the use of unobservable inputs when determining fair value. The three levels of the hierarchy are as follows: Level 1: Inputs that reflect unadjusted quoted prices in active markets that are accessible to the Company for identical assets or liabilities; Level 2: Inputs include quoted prices for similar assets and liabilities in active and inactive markets or that are observable for the asset or liability either directly or indirectly; and Level 3: Unobservable inputs which are supported by little or no market activity. The table below summarizes the Company’s cash equivalents, other current assets, Interest Rate Swaps and Contingent Consideration (defined below) measured at estimated fair value (all other assets and liabilities measured at fair value are immaterial) (in thousands). Estimated Fair Value Measurement as of July 31, 2022 Description Total Level 1 Level 2 Level 3 Assets: Money Market $ 505,901 $ 505,901 $ — $ — Commercial Paper $ 2,401 $ — $ 2,401 $ — Certificates of Deposit $ 9,473 $ — $ 9,473 $ — Interest Rate Swaps $ 12,301 $ — $ 12,301 $ — Liabilities: Contingent Consideration $ 42,400 $ — $ — $ 42,400 Estimated Fair Value Measurement as of July 31, 2021 Description Total Level 1 Level 2 Level 3 Assets: Money Market $ 253,782 $ 253,782 $ — $ — Commercial Paper $ 2,401 $ — $ 2,401 $ — Certificates of Deposit $ 259,945 $ — $ 259,945 $ — Liabilities: Interest Rate Swaps $ 12,942 $ — $ 12,942 $ — Contingent Consideration $ 29,600 $ — $ — $ 29,600 95 The Company’s cash equivalents, other current assets and Interest Rate Swaps are measured utilizing quoted market prices or pricing models whereby all significant inputs are either observable or corroborated by observable market data. The Company entered into the Interest Rate Swaps to hedge the LIBOR-based variable interest rate component of $ 400.0 million in principal amount of its Vail Holdings Credit Agreement. Changes in the estimated fair value are recognized in change in estimated fair value of hedging instruments on the Company’s Consolidated Statements of Comprehensive Income. The estimated fair value of the Interest Rate Swaps was included as an asset within deferred charges and other assets as of July 31, 2022, and as a liability within other long-term liabilities as of July 31, 2021, in the Company’s Consolidated Balance Sheets. The changes in Contingent Consideration during the years ended July 31, 2022 and 2021 were as follows (in thousands): Contingent Consideration Balance as of July 31, 2020 $ 17,800 Payment ( 2,602 ) Change in estimated fair value 14,402 Balance as of July 31,2021 29,600 Payment ( 7,480 ) Change in estimated fair value 20,280 Balance as of July 31, 2022 $ 42,400 The Park City Lease provides for participating contingent payments (the “Contingent Consideration”) to the landlord of 42% of the amount by which EBITDA for the Park City resort operations, as calculated under the Park City Lease, exceeds approximately $35 million, as established at the transaction date, with such threshold amount subsequently increased annually by an inflation linked index and a 10% adjustment for any capital improvements or investments made under the Park City Lease by the Company. The estimated fair value of Contingent Consideration includes the future period resort operations of Park City in the calculation of EBITDA on which participating contingent payments are made, which is determined on the basis of estimated subsequent performance, escalated by an assumed long-term growth factor and discounted to net present value. The Company estimated the fair value of the Contingent Consideration payments using an option pricing valuation model. Key assumptions included a discount rate of 11.1%, volatility of 17.0% and future period Park City EBITDA, which are unobservable inputs and thus are considered Level 3 inputs. The Company evaluated the long-term growth assumptions related to future results at Park City as of July 31, 2022. Operating results for the year ended July 31, 2022 were significantly higher than the historical trend for Park City, in part driven by dynamics caused by COVID-19. There is inherent variability in the performance of the Company’s individual resorts, including Park City, and while results for the year ended July 31, 2022 were strong for the resort, the long-term historical average of results continues to support a more normalized growth rate in the valuation. The Company will continue to monitor actual performance compared to its expectations and will update assumptions as appropriate. The Company prepared a sensitivity analysis to evaluate the effect that changes on certain key assumptions would have on the estimated fair value of the Contingent Consideration. A change in the discount rate of 100 basis points or a 5% change in estimated subsequent year performance would result in a change in the estimated fair value within the range of approximately $3.0 million to $6.1 million. Contingent Consideration is classified as a liability and is remeasured to an estimated fair value at each reporting date until the contingency is resolved. During the year ended July 31, 2022, the Company made a payment to the landlord for Contingent Consideration of approximately $ 7.5 million and recorded an increase in the estimated fair value of approximately $ 20.3 million which was primarily associated with the estimated Contingent Consideration payment for the fiscal year ended July 31, 2022. These changes resulted in an estimated fair value of the Contingent Consideration of $ 42.4 million as of July 31, 2022, which is reflected in accounts payable and accrued liabilities and other long-term liabilities in the accompanying Consolidated Balance Sheet. 96 10. Income Taxes The Company is subject to taxation in U.S. federal, state and local jurisdictions and various non-U.S. jurisdictions, including Australia and Canada. The Company’s effective tax rate is impacted by the tax laws, regulations, practices and interpretations in the jurisdictions in which it operates and may fluctuate significantly from period to period depending on, among other things, the geographic mix of the Company’s profits and losses, changes in tax laws and regulations or their application and interpretation, the outcome of tax audits and changes in valuation allowances associated with the Company’s deferred tax assets. On March 27, 2020, in response to the COVID-19 pandemic, the U.S. government enacted legislation commonly referred to as the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The CARES Act includes various amendments to the U.S. tax code that impacted the Company’s accounting and reporting for income taxes during the years ended July 31, 2022, 2021 and 2020, and the Company expects these amendments will continue to impact its accounting and reporting for income taxes in the future. The primary provisions of the CARES Act that the Company has been impacted by include: • allowing a carryback of the entire amount of eligible Federal net operating losses (“NOLs”) generated in calendar years 2018, 2019 and 2020 for up to five years prior to when such losses were incurred, representing a change from previous rules under the Tax Cuts & Jobs Act of 2017 (the “TCJA”), in which NOLs could not be carried back to prior years and utilization was limited to 80% of taxable income in future years. Under the CARES Act, the Company was permitted to carry back its pre-existing NOLs to tax years prior to the enactment of the TCJA and obtain an incremental benefit of $ 3.8 million in the year ended July 31, 2020 related to the differential in federal tax rates between years that NOLs were generated and years that the NOLs were carried back to; • treatment of certain qualified improvement property (“QIP”) as 15-year property and allowing such QIP placed in service after December 31, 2017 to be eligible for bonus depreciation; and • increases in the allowable business interest deduction from 30% of adjusted taxable income to 50% of adjusted taxable income for calendar year 2020. The CARES Act also provides refundable employee retention credits and defers the requirement to remit the employer-paid portion of social security payroll taxes. As a result, during the year ended July 31, 2020, the Company recorded a benefit of approximately $ 9.6 million, which primarily offset Mountain and Lodging operating expense as a result of wages paid to employees who were not providing services. Additionally, the Company deferred payment of the employer-paid portion of social security payroll taxes through the end of calendar year 2020 and remitted such amounts in equal installments during calendar years 2021 and 2022. The Company also recognized benefits of approximately $ 7.0 million, $ 30.8 million and $ 8.5 million during the years ended July 31, 2022, 2021 and 2020, respectively, as a result of the recent Canada Emergency Wage Subsidy and Australian JobKeeper legislation for its Canadian and Australian employees, which primarily offset Mountain and Lodging operating expense. U.S. and foreign components of income (loss) before provision for income taxes is as follows (in thousands): Year Ended July 31, 2022 2021 2020 U.S. $ 387,729 $ 148,898 $ 89,838 Foreign 69,432 ( 23,715 ) 26,595 Income before income taxes $ 457,161 $ 125,183 $ 116,433 97 Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and income tax purposes. Significant components of the Company’s deferred tax liabilities and assets are as follows (in thousands): July 31, 2022 2021 Deferred income tax liabilities: Fixed assets $ 203,669 $ 204,714 Intangible assets 119,066 100,751 Operating lease right of use assets 44,873 47,915 Convertible debt 18,780 23,783 Other 18,157 15,116 Total 404,545 392,279 Deferred income tax assets: Canyons obligation 17,291 16,080 Stock-based compensation 9,957 10,335 Investment in Partnerships 10,602 7,585 Deferred compensation and other accrued benefits 15,202 13,887 Contingent Consideration 10,719 7,430 Net operating loss carryforwards and other tax credits 8,516 12,182 Operating lease liabilities 49,530 53,755 Other, net 24,501 27,206 Total 146,318 148,460 Valuation allowance for deferred income taxes ( 5,188 ) ( 5,939 ) Deferred income tax assets, net of valuation allowance 141,130 142,521 Net deferred income tax liability $ 263,415 $ 249,758 The components of deferred income taxes recognized in the accompanying Consolidated Balance Sheets are as follows (in thousands): July 31, 2022 2021 Deferred income tax asset $ 5,049 $ 3,059 Deferred income tax liability 268,464 252,817 Net deferred income tax liability $ 263,415 $ 249,758 Significant components of the provision for income taxes are as follows (in thousands): Year Ended July 31, 2022 2021 2020 Current: Federal $ 62,974 $ 20,387 $ ( 13,467 ) State 13,938 4,935 ( 731 ) Foreign 21,302 ( 8,460 ) 4,141 Total current 98,214 16,862 ( 10,057 ) Deferred: Federal ( 6,910 ) ( 16,289 ) 12,597 State 1,966 ( 2,423 ) 4,266 Foreign ( 4,446 ) 2,576 572 Total deferred ( 9,390 ) ( 16,136 ) 17,435 Provision for income taxes $ 88,824 $ 726 $ 7,378 98 A reconciliation of the income tax provision for continuing operations and the amount computed by applying the United States federal statutory income tax rate to income before income taxes is as follows: Year Ended July 31, 2022 2021 2020 At U.S. federal income tax rate 21.0 % 21.0 % 21.0 % State income tax, net of federal benefit 3.8 % 4.2 % 3.5 % Change in uncertain tax positions ( 1.2 ) % ( 3.5 ) % ( 3.8 ) % Excess tax benefits related to stock-based compensation ( 3.6 ) % ( 14.3 ) % ( 7.1 ) % Impacts of the Tax Act and other legislative changes — % — % ( 3.2 ) % Noncontrolling interests ( 1.2 ) % 0.8 % ( 2.4 ) % Foreign rate differential 0.1 % ( 5.0 ) % ( 2.4 ) % Taxes related to prior year filings 0.3 % ( 2.9 ) % — % Other 0.2 % 0.3 % 0.7 % Effective tax rate 19.4 % 0.6 % 6.3 % A reconciliation of the beginning and ending amount of unrecognized tax benefits associated with uncertain tax positions, excluding associated deferred tax benefits and accrued interest and penalties, if applicable, is as follows (in thousands): Year Ended July 31, 2022 2021 2020 Balance, beginning of year $ 67,857 $ 70,299 $ 72,222 Additions for tax positions of prior years 11,179 16,754 16,654 Lapse of statute of limitations ( 16,127 ) ( 19,196 ) ( 18,577 ) Balance, end of year $ 62,909 $ 67,857 $ 70,299 As of July 31, 2022, the Company’s unrecognized tax benefits associated with uncertain tax positions relate to the treatment of the Talisker lease payments as payments of debt obligations and that the tax basis in Canyons goodwill is deductible, and are included within other long-term liabilities in the accompanying Consolidated Balance Sheets. During the year ended July 31, 2022, the Company experienced a reduction in the uncertain tax positions due to the lapse of the statute of limitations of $ 16.1 million, which was partially offset with an increase to the uncertain tax position of $ 11.2 million. Accrued interest and penalties associated with the statute of limitations lapse were approximately $5.8 million. The Company is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months. Additionally, the Company expects a reduction to its uncertain tax positions for the fiscal year ending July 31, 2023, due to the lapse of the statute of limitations. The Company’s major tax jurisdictions in which it files income tax returns are the U.S. federal jurisdiction, various state jurisdictions, Australia and Canada. The Company’s U.S. federal income tax returns are subject to tax examinations for the tax years 2018 through the current period. U.S. state, Australia and Canada income tax returns are generally subject to examination for the tax years 2018 through the current period. Additionally, to the extent the Company has NOLs that have been carried back or are available for carryforward, the tax years to which the NOL was carried back or in which the NOL was generated may still be adjusted by the taxing authorities to the extent the NOLs are utilized. The Company has NOL carryforwards totaling $ 18.4 million, primarily comprised of $ 14.8 million of federal and state NOLs as a result of the acquisition of Peak Resorts in September 2019 that will expire beginning July 31, 2031 and non-U.S. NOLs of $ 3.6 million that will carry forward indefinitely. In connection with Peak Resorts’ initial public offering in November 2014, as well as the Company’s acquisition of Peak Resorts in September 2019, Peak Resorts had two ownership changes pursuant to the provisions of the Tax Reform Act of 1986. As a result, the Company’s usage of its eligible Federal NOL carryforwards will be limited each year by these ownership changes; however, management believes the full benefit of those carryforwards will be realized prior to their respective expiration dates. As of July 31, 2022, the Company has recorded a valuation allowance on $ 3.6 million of the historical non-U.S. NOL carryforwards, as the Company has determined that it is more likely than not that the associated NOL carryforwards will not be realized. Additionally, the Company has foreign tax credit carryforwards of $ 4.2 million, which expire by the year ending July 31, 2028. As of July 31, 2022, the Company has recorded a valuation 99 allowance of $ 4.2 million on foreign tax credit carryforwards, as the Company has determined that it is more likely than not that these foreign tax credit carryforwards will not be realized. The Company may be required to record additional valuation allowances if, among other things, adverse economic conditions, including those caused by the COVID-19 pandemic, negatively impact the Company’s ability to realize its deferred tax assets. Evaluating and estimating the Company’s tax provision, current and deferred tax assets and liabilities and other tax accruals requires significant management judgment. The Company intends to indefinitely reinvest undistributed earnings, if any, in its Canadian foreign subsidiaries. It is not practical at this time to determine the income tax liability related to any remaining undistributed earnings. 11. Commitments and Contingencies Metropolitan Districts The Company credit-enhances $ 6.3 million of bonds issued by Holland Creek Metropolitan District (“HCMD”) through a $ 6.4 million letter of credit issued under the Vail Holdings Credit Agreement. HCMD’s bonds were issued and used to build infrastructure associated with the Company’s Red Sky Ranch residential development. The Company has agreed to pay capital improvement fees to the Red Sky Ranch Metropolitan District (“RSRMD”) until RSRMD’s revenue streams from property taxes are sufficient to meet debt service requirements under HCMD’s bonds. The Company recorded a liability of $ 1.8 million and $ 2.0 million, primarily within other long-term liabilities in the accompanying Consolidated Balance Sheets, as of July 31, 2022 and 2021, respectively, with respect to the estimated present value of future RSRMD capital improvement fees. The Company estimates that it will make capital improvement fee payments under this arrangement through the year ending July 31, 2031 . Guarantees/Indemnifications As of July 31, 2022, the Company had various other letters of credit outstanding totaling $ 79.3 million, consisting of $ 53.4 million to support the Employee Housing Bonds and $ 25.9 million primarily for workers’ compensation, a wind energy purchase agreement and insurance-related deductibles. The Company also had surety bonds of $ 13.2 million as of July 31, 2022, primarily to provide collateral for its U.S. workers compensation self-insurance programs. In addition to the guarantees noted above, the Company has entered into contracts in the normal course of business that include certain indemnifications under which it could be required to make payments to third parties upon the occurrence or non-occurrence of certain future events. These indemnities include indemnities related to licensees in connection with third-parties’ use of the Company’s trademarks and logos, liabilities associated with the infringement of other parties’ technology and software products, liabilities associated with the use of easements, liabilities associated with employment of contract workers and the Company’s use of trustees, and liabilities associated with the Company’s use of public lands and environmental matters. The duration of these indemnities generally is indefinite and generally do not limit the future payments the Company could be obligated to make. As permitted under applicable law, the Company and certain of its subsidiaries have agreed to indemnify their directors and officers over their lifetimes for certain events or occurrences while the officer or director is, or was, serving the Company or its subsidiaries in such a capacity. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company has a director and officer insurance policy that should enable the Company to recover a portion of any amounts paid. Unless otherwise noted, the Company has not recorded any significant liabilities for the letters of credit, indemnities and other guarantees noted above in the accompanying Consolidated Financial Statements, either because the Company has recorded on its Consolidated Balance Sheets the underlying liability associated with the guarantee, the guarantee is with respect to the Company’s own performance and is therefore not subject to the measurement requirements as prescribed by GAAP, or because the Company has calculated the estimated fair value of the indemnification or guarantee to be immaterial based on the current facts and circumstances that would trigger a payment under the indemnification clause. In addition, with respect to certain indemnifications it is not possible to determine the maximum potential amount of liability under these potential obligations due to the unique set of facts and circumstances likely to be involved in each particular claim and indemnification provision. Historically, payments made by the Company under these obligations have not been material. As noted above, the Company makes certain indemnifications to licensees for their use of the Company’s trademarks and logos. The Company does not record any liabilities with respect to these indemnifications. 100 Commitments The operations of Northstar are conducted on land and with operating assets owned by affiliates of EPR Properties, a real-estate investment trust, primarily under operating leases which were assumed in the acquisition of Northstar by the Company. The leases provide for the payment of a minimum annual base rent over the lease term which is recognized on a straight-line basis over the remaining lease term from the date of assumption. In addition, the leases provide for the payment of percentage rent of certain gross revenues generated at the property over a revenue threshold which is incrementally adjusted annually. The initial term of the leases expires in fiscal 2027 and allows for three 10 -year extensions at the Company’s option. The operations of Perisher are conducted on land under a license and lease granted by the Office of Environment and Heritage, an agency of the New South Wales government, which initially commenced in 2008, and which the Company assumed in its acquisition of Perisher. The lease and license has a term that expires in fiscal 2048 and allows for an option to renew for an additional 20 years . The lease and license provide for the payment of an initial minimum annual base rent, with annual CPI increases, and percentage rent of certain gross revenue generated at the property. The operations of Falls Creek and Hotham are conducted on land under leases granted by the Governor of the State of Victoria, Australia and its dependencies, which initially commenced in 1991 and 1992, respectively, which the Company assumed in its acquisition of Falls Creek and Hotham in April 2019. The leases have terms that expire in fiscal 2041 for Falls Creek and fiscal 2058 for Hotham, and provide for the payment of rent with both a fixed and variable component. The operations of Mad River Mountain is conducted on land under a lease granted by EPT Mad River, Inc., which initially commenced in 2005, which the Company assumed in its acquisition of Peak Resorts in September 2019. The lease has a term that expires in the year ending July 31, 2035 , and provides for the payment of an initial minimum annual base rent, with annual CPI increases, and percentage rent of certain gross revenue generated at the property. The operations of Laurel Mountain are conducted on land under a concessioner lease agreement with the Commonwealth of Pennsylvania, acting through the Department of Conservation and Natural Resources (“Department”), which initially commenced in 2018, which the Company assumed in its acquisition of the Seven Springs Resorts in December 2021. The agreement has a term that expires in the year ending July 31, 2052 , and provides for the payment of an initial minimum annual base rent, with bi-annual CPI increases, and additional rent based on skier visits. Additionally, the Company has entered into strategic long-term season pass alliance agreements with third-party mountain resorts in which the Company has committed to pay minimum revenue guarantees over the remaining terms of these agreements. The Company has executed or assumed as lessee other operating leases for the rental of office and commercial space, employee residential units and land primarily through fiscal 2079 . Certain of these leases have renewal terms at the Company’s option, escalation clauses, rent holidays and leasehold improvement incentives. Rent holidays and rent escalation clauses are recognized on a straight-line basis over the lease term. Leasehold improvement incentives are recorded as leasehold improvements and amortized over the shorter of their economic lives or the term of the lease. For the years ended July 31, 2022, 2021 and 2020, the Company recorded lease expense (including Northstar, Perisher, Falls Creek & Hotham and Mad River Mountain), excluding executory costs, related to these agreements of $ 61.2 million, $ 58.7 million and $ 58.8 million, respectively, which is included in the accompanying Consolidated Statements of Operations. See Note 4, Leases, for additional information regarding the Company’s leasing arrangements. Self-Insurance The Company is self-insured for claims under its U.S. health benefit plans and for the majority of workers’ compensation claims in the U.S. Workers compensation claims in the U.S. are subject to stop loss policies. The self-insurance liability related to workers’ compensation is determined actuarially based on claims filed. The self-insurance liability related to claims under the Company’s U.S. health benefit plans is determined based on analysis of actual claims. The amounts related to these claims are included as a component of accrued benefits in accounts payable and accrued liabilities (see Note 8, Supplementary Balance Sheet Information). Legal During the year ended July 31, 2021, several named plaintiffs filed respective complaints against the Company on behalf of the same or similar purported classes of current and former employees of the Company. The complaints generally allege violations of federal and state laws governing employee wage and hours practices, and seek damages in the form of unpaid wages, related penalties and other damages. As a result, the Company had recorded an accrual of $ 13.2 million as of July 31, 2022 and 2021 on its Consolidated Balance Sheets. The parties proposed a settlement agreement to resolve these complaints, which the court approved in August 2022. The Company is also a party to various lawsuits arising in the ordinary course of business. Management believes the Company has adequate insurance coverage and/or has accrued for all loss contingencies for asserted and unasserted matters deemed to be probable losses and reasonably estimable. As of July 31, 2022 and 2021, the accruals for such loss contingencies (excluding the employment-related litigation) were not material individually or in the aggregate. 101 12. Segment and Geographic Area Information Segment Information The Company has three reportable segments: Mountain, Lodging and Real Estate. The Company refers to “Resort” as the combination of the Mountain and Lodging segments. The Mountain segment includes the operations of the Company’s mountain resorts/ski areas and related ancillary activities. The Lodging segment includes the operations of the Company’s owned hotels, RockResorts, NPS concessioner properties, condominium management, Colorado resort ground transportation operations and mountain resort golf operations. The Real Estate segment owns, develops and sells real estate in and around the Company’s resort communities. The Company’s reportable segments, although integral to the success of the others, offer distinctly different products and services and require different types of management focus. As such, these segments are managed separately. On August 1, 2021, the Company revised its segment reporting to move certain dining and golf operations from the Lodging segment to the Mountain segment. Segment reporting results for the prior years have been adjusted retrospectively to conform to the current period presentation. The Company reports its segment results using Reported EBITDA (defined as segment net revenue less segment operating expenses, plus segment equity investment income or loss, and for the Real Estate segment, plus gain or loss on sale of real property). The Company reports segment results in a manner consistent with management’s internal reporting of operating results to the chief operating decision maker (Chief Executive Officer) for purposes of evaluating segment performance. Items excluded from Reported EBITDA are significant components in understanding and assessing financial performance. Reported EBITDA should not be considered in isolation or as an alternative to, or substitute for, net income, net change in cash and cash equivalents or other financial statement data presented in the accompanying Consolidated Financial Statements as indicators of financial performance or liquidity. The Company utilizes Reported EBITDA in evaluating the performance of the Company and in allocating resources to its segments. Mountain Reported EBITDA consists of Mountain net revenue less Mountain operating expense plus Mountain equity investment income or loss. Lodging Reported EBITDA consists of Lodging net revenue less Lodging operating expense. Real Estate Reported EBITDA consists of Real Estate net revenue less Real Estate operating expense plus gain or loss on sale of real property. All segment expenses include an allocation of corporate administrative expense. Assets are not used to evaluate performance, except as shown in the table below. The accounting policies specific to each segment are the same as those described in Note 2, Summary of Significant Accounting Policies. 102 The following table presents key financial information by reportable segment, which is used by management in evaluating performance and allocating resources (in thousands): Year ended July 31, 2022 2021 (1) 2020 (1) Net revenue: Mountain $ 2,213,114 $ 1,702,798 $ 1,726,620 Lodging 312,090 205,142 232,237 Total Resort net revenue 2,525,204 1,907,940 1,958,857 Real Estate 708 1,770 4,847 Total net revenue $ 2,525,912 $ 1,909,710 $ 1,963,704 Segment operating expense: Mountain $ 1,404,527 $ 1,156,743 $ 1,224,870 Lodging 286,343 213,239 232,328 Total Resort operating expense 1,690,870 1,369,982 1,457,198 Real Estate 5,911 6,676 9,182 Total segment operating expense $ 1,696,781 $ 1,376,658 $ 1,466,380 Gain on sale of real property $ 1,276 $ 324 $ 207 Mountain equity investment income, net $ 2,580 $ 6,698 $ 1,690 Reported EBITDA: Mountain $ 811,167 $ 552,753 $ 503,440 Lodging 25,747 ( 8,097 ) ( 91 ) Resort 836,914 544,656 503,349 Real Estate ( 3,927 ) ( 4,582 ) ( 4,128 ) Total Reported EBITDA $ 832,987 $ 540,074 $ 499,221 Real estate held for sale or investment $ 95,983 $ 95,615 $ 96,844 Reconciliation of net income attributable to Vail Resorts, Inc. to Total Reported EBITDA: Net income attributable to Vail Resorts, Inc. $ 347,923 $ 127,850 $ 98,833 Net income (loss) attributable to noncontrolling interests 20,414 ( 3,393 ) 10,222 Net income 368,337 124,457 109,055 Provision for income taxes 88,824 726 7,378 Income before provision for income taxes 457,161 125,183 116,433 Depreciation and amortization 252,391 252,585 249,572 Asset impairments — — 28,372 (Gain) loss on disposal of fixed assets and other, net (2) ( 43,992 ) 5,373 ( 838 ) Change in estimated fair value of contingent consideration 20,280 14,402 ( 2,964 ) Investment income and other, net ( 3,718 ) ( 586 ) ( 1,305 ) Foreign currency loss (gain) on intercompany loans 2,682 ( 8,282 ) 3,230 Interest expense, net 148,183 151,399 106,721 Total Reported EBITDA $ 832,987 $ 540,074 $ 499,221 (1) Segment results for the years ended July 31, 2021 and 2020 have been retrospectively adjusted to reflect current period presentation. (2) During the year ended July 31, 2022, the Company recognized a gain of $ 32.2 million from the sale of a hotel property in Breckenridge. 103 Geographic Information Net revenue and property, plant and equipment, net by geographic region are as follows (in thousands): Year ended July 31, Net revenue 2022 2021 2020 U.S. $ 2,228,708 $ 1,717,270 $ 1,655,961 International (1) 297,204 192,440 307,743 Total net revenue $ 2,525,912 $ 1,909,710 $ 1,963,704 July 31, Property, plant and equipment, net 2022 2021 U.S. $ 1,729,400 $ 1,646,097 International (2) 388,652 421,779 Total property, plant and equipment, net $ 2,118,052 $ 2,067,876 (1) No individual international country (i.e. except the U.S.) accounted for more than 10% of the Company’s revenue for the years ended July 31, 2022 and 2021. The only individual international country to account for more than 10% of the Company’s revenue for the year ended July 31, 2020 was Canada. Canada accounted for $ 223.3 million of revenue for the year ended July 31, 2020. (2) The only individual international country to account for more than 10% of the Company’s property plant and equipment, net was Canada. Canada accounted for $ 272.9 million and $ 288.4 million of property, plant and equipment, net as of July 31, 2022 and 2021, respectively. 13. Share Repurchase Program On March 9, 2006, the Company’s Board of Directors approved a share repurchase program, authorizing the Company to repurchase up to 3,000,000 Vail Shares. On July 16, 2008, the Company’s Board of Directors increased the authorization by an additional 3,000,000 Vail Shares, and on December 4, 2015, the Company’s Board of Directors increased the authorization by an additional 1,500,000 Vail Shares for a total authorization to repurchase up to 7,500,000 Vail Shares. During the years ended July 31, 2022 and 2020, the Company repurchased 304,567 and 256,418 Vail Shares, respectively (at a total cost of $ 75.0 million and $ 46.4 million, respectively). The company did not repurchase any Vail Shares during the year ended July 31, 2021. Since inception of this stock repurchase program through July 31, 2022, the Company has repurchased 6,465,708 shares at a cost of approximately $ 479.4 million. As of July 31, 2022, 1,034,292 Vail Shares remained available to repurchase under the existing share repurchase program, which has no expiration date. Vail Shares purchased pursuant to the repurchase program will be held as treasury shares and may be used for issuance under the Company’s employee share award plan. 14. Stock Compensation Plan The Company has a share award plan (the “Plan”) which has been approved by the Company’s stockholders. Under the Plan, up to 4.4 million shares of common stock could be issued in the form of options, stock appreciation rights, restricted shares, restricted share units, performance shares, performance share units, dividend equivalents or other share-based awards to employees, directors or consultants of the Company or its subsidiaries or affiliates. The terms of awards granted under the Plan, including exercise price, vesting period and life, are set by the Compensation Committee of the Board of Directors. All share-based awards (except for restricted shares and restricted share units) granted under the Plan have a life of ten years . Most awards vest ratably over three years ; however, some have been granted with different vesting schedules. Of the awards outstanding, none have been granted to non-employees (except those granted to non-employee members of the Board of Directors of the Company) under the Plan. At July 31, 2022, approximately 2.6 million share based awards were available to be granted under the Plan. The fair value of stock-settled stock appreciation rights (“SARs”) granted in the years ended July 31, 2022, 2021 and 2020 were estimated on the date of grant using a lattice-based option valuation model that applies the assumptions noted in the table below. A lattice-based model considers factors such as exercise behavior, and assumes employees will exercise equity awards at different times over the contractual life of the equity awards. As a lattice-based model considers these factors, and is more flexible, the Company considers it to be a better method of valuing equity awards than a closed-form Black-Scholes model. 104 Because lattice-based option valuation models incorporate ranges of assumptions for inputs, those ranges are disclosed. Expected volatility is based on historical volatility of the Company’s stock. The Company uses historical data to estimate equity award exercises and employee terminations within the valuation model; separate groups of employees that have similar historical exercise behavior are considered separately for valuation purposes. The expected term of equity awards granted is derived from the output of the option valuation model and represents the period of time that equity awards granted are expected to be outstanding; the range given below results from certain groups of employees exhibiting different behavior. The risk-free rate for periods within the contractual life of the equity award is based on the United States Treasury yield curve in effect at the time of grant. Year ended July 31, 2022 2021 2020 Expected volatility 31.0 % 30.7 % 29.7 % Expected dividend yield 2.1 % 3.0 % 2.8 % Expected term (average in years) 6.4 - 6.8 6.6 - 6.9 6.5 - 7.1 Risk-free rate 0.1 - 1.2 % 0.1 - 0.6 % 1.8 - 2.0 % The Company records actual forfeitures related to unvested awards upon employee terminations. A summary of aggregate SARs award activity under the Plan as of July 31, 2022, 2021 and 2020, and changes during the years then ended is presented below (in thousands, except exercise price and contractual term): Awards Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at August 1, 2019 1,171 $ 111.12 Granted 146 $ 245.26 Exercised ( 247 ) $ 67.19 Forfeited or expired ( 9 ) $ 252.75 Outstanding at July 31, 2020 1,061 $ 138.59 Granted 205 $ 233.01 Exercised ( 370 ) $ 84.20 Forfeited or expired ( 23 ) $ 236.31 Outstanding at July 31, 2021 873 $ 181.17 Granted 97 $ 360.69 Exercised ( 278 ) $ 93.32 Forfeited or expired ( 13 ) $ 271.04 Outstanding at July 31, 2022 679 $ 241.13 6.6 years $ 15,486 Vested and expected to vest at July 31, 2022 668 $ 240.59 6.6 years $ 15,424 Exercisable at July 31, 2022 449 $ 218.23 5.7 years $ 14,460 The weighted-average grant-date estimated fair value of SARs granted during the years ended July 31, 2022, 2021 and 2020 was $ 96.20 , $ 52.30 and $ 58.25 , respectively. The total intrinsic value of SARs exercised during the years ended July 31, 2022, 2021 and 2020 was $ 69.1 million, $ 82.0 million and $ 35.0 million, respectively. The Company had 160,000 , 96,000 and 91,000 SARs that vested during the years ended July 31, 2022, 2021 and 2020, respectively. These awards had a total estimated fair value of $ 16.2 million, $ 0.1 million and $ 2.6 million at the date of vesting for the years ended July 31, 2022, 2021 and 2020, respectively. 105 A summary of the status of the Company’s nonvested SARs as of July 31, 2022 and changes during the year then ended is presented below (in thousands, except fair value amounts): Awards Weighted-Average Grant-Date Fair Value Nonvested at July 31, 2021 302 $ 57.22 Granted 97 $ 96.20 Vested ( 160 ) $ 58.98 Forfeited ( 9 ) $ 72.13 Nonvested at July 31, 2022 230 $ 71.62 A summary of the status of the Company’s nonvested restricted share units as of July 31, 2022 and changes during the year then ended is presented below (in thousands, except fair value amounts): Awards Weighted-Average Grant-Date Fair Value Nonvested at July 31, 2021 143 $ 224.94 Granted 68 $ 336.57 Vested ( 68 ) $ 229.99 Forfeited ( 18 ) $ 260.32 Nonvested at July 31, 2022 125 $ 277.78 The Company granted 68,000 restricted share units during the year ended July 31, 2022 with a weighted-average grant-date estimated fair value of $ 336.57 . The Company granted 94,000 restricted share units during the year ended July 31, 2021 with a weighted-average grant-date estimated fair value of $ 222.17 . The Company granted 83,000 restricted share units during the year ended July 31, 2020 with a weighted-average grant-date estimated fair value of $ 217.46 . The Company had 68,000 , 66,000 and 63,000 restricted share units that vested during the years ended July 31, 2022, 2021 and 2020, respectively. These units had a total estimated fair value of $ 23.7 million, $ 15.0 million and $ 14.8 million at the date of vesting for the years ended July 31, 2022, 2021 and 2020, respectively. As of July 31, 2022, there was $ 30.3 million of total unrecognized compensation expense related to nonvested share-based compensation arrangements granted under the Plan, of which $ 18.2 million, $ 10.6 million and $ 1.5 million of expense is expected to be recognized in the years ending July 31, 2023, 2024 and 2025, respectively, assuming no share-based awards are granted in the future or forfeited. The tax benefit realized or expected to be realized from SARs exercised and restricted stock units vested was $ 23.0 million, $ 24.0 million and $ 12.3 million for the years ended July 31, 2022, 2021 and 2020, respectively. The Company has a policy of using either authorized and unissued shares or treasury shares, including shares acquired by purchase in the open market, to satisfy equity award exercises. 15. Retirement and Profit Sharing Plans The Company maintains a defined contribution retirement plan (the “Retirement Plan”), qualified under Section 401(k) of the Internal Revenue Code, for its U.S. employees. Under this Retirement Plan, U.S. employees are eligible to make before-tax contributions on the first day of the calendar month following the later of: (i) their employment commencement date or (ii) the date they turn 21. Participants may contribute up to 100 % of their qualifying annual compensation up to the annual maximum specified by the Internal Revenue Code. When the Company participates in 401(k) contribution matching, it matches an amount equal to 50 % of each participant’s contribution up to 6 % of a participant’s bi-weekly qualifying compensation starting the pay period containing the first day of the month after obtaining the later of: (i) 12 months of employment with at least 1,000 service hours from the commencement date or (ii) if 1,000 hours within the first 12 months was not completed, then after the employee completed a cumulative 1,500 service hours. In April 2020, the Company announced a temporary six month suspension of its 401(k) contribution matching as a result of the impacts of COVID-19 and resulting resort closures, which subsequently resumed in October 2020. The Company’s matching contribution is entirely discretionary and may be reduced or eliminated at any time. Total Retirement Plan expense recognized by the Company for the years ended July 31, 2022, 2021 and 2020 was $ 8.5 million, $ 6.5 million and $ 5.8 million, respectively. 106 16. Subsequent Events On August 3, 2022, through a wholly-owned subsidiary, the Company acquired a 55% controlling interest in Andermatt-Sedrun from ASA. Andermatt-Sedrun operates mountain and ski-related assets, including lifts, most of the restaurants and a ski school operation at the ski area. The Company invested CHF 149.3 million ($ 155.7 million), comprised of a CHF 110.0 million ($ 114.4 million) investment into Andermatt-Sedrun for use in capital investments to enhance the guest experience on the mountain (which was prepaid to fund the acquisition and is recorded in other current assets on the Company’s Consolidated Balance Sheet as of July 31, 2022) and CHF 39.3 million ($ 41.3 million) paid to ASA (which was paid on August 3, 2022, commensurate with closing). ASA has retained a 40% ownership stake, with a group of existing shareholders comprising the remaining 5% ownership. The acquisition was funded with cash on hand. As of August 3, 2022, the value of the total consideration paid to the seller was $ 155.4 million. Initial accounting for the acquisition is not yet complete, including the determination of the acquisition-date fair value of assets acquired and liabilities assumed, as the Company is currently in the process of completing the assessment of valuation inputs and assumptions. On August 31, 2022, the Company entered into the Fifth Amendment of the Vail Holdings Credit Agreement, which extended the maturity date to September 23, 2026. Additionally, the Fifth Amendment contains customary LIBOR replacement language, including, but not limited to, the use of rates based on SOFR. The Fifth Amendment modified the calculation of interest under the Vail Holdings Credit Agreement from being calculated based on LIBOR to being calculated based on SOFR. No other material terms of the Vail Holdings Credit Agreement were amended. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None.