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Skiing, travel and tourism are discretionary recreational activities that can entail a relatively high cost of participation and may be adversely affected by economic slowdown or recession.
−Removed: Economic conditions in North America, Europe and parts of the rest of the world, including inflationary pressures, rising interest rates, supply chain disruption, fluctuating commodity pricing, geopolitical uncertainties, increased labor costs and shortages, increased fuel prices, high unemployment, erosion of consumer confidence, health pandemics, sovereign debt issues and financial instability in the global markets, among other factors, could have negative effects on the travel and leisure industry and on our results of operations.
+Added: Economic conditions in North America, Europe and parts of the rest of the world, including inflationary pressures, elevated interest rates, supply chain disruption, fluctuating commodity pricing, geopolitical conflicts and uncertainties, increased labor costs and shortages, increased fuel prices, high unemployment, erosion of consumer confidence, health pandemics, sovereign debt issues and financial instability in the global markets, among other factors, could have negative effects on the travel and leisure industry and on our results of operations.
As a result of these and other economic uncertainties, we have experienced and may continue to experience changes in booking trends including guest reservations made much closer to the actual date of stay, a decrease in the length of stay, a decrease in consumer spending and/or a decrease in group bookings.
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This could be further exacerbated by the fact that we charge some of the highest prices for single day lift tickets and ancillary services in the ski industry;
−Removed: however, we offer pass products, including the Epic Day Pass, that are available at a discount to the single day lift ticket prices.
+Added: however, we offer pass products, including the Epic Day Pass, which are available at a discount to the single day lift ticket prices.
In the event of a decrease in visitation and overall guest spending we may decide we need to offer a higher amount of discounts and incentives than we have historically, which would adversely impact our operating results.
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To the extent there are material changes in exchange rates relative to the U.S.
−Removed: dollar or travel restrictions in place due to inflation, geopolitical conflicts, health pandemics or other factors, it could impact the volume of international visitation, which could have a significant impact on our operating results.
−Removed: We may be adversely impacted by the effects of high or prolonged inflation and rising interest rates.
+Added: dollar or travel restrictions in place due to inflation, geopolitical conflicts or uncertainties, health pandemics or other factors, it could impact the volume of international visitation, which could have a significant impact on our operating results.
+Added: We may be adversely impacted by the effects of high or prolonged inflation and elevated interest rates.
Inflation increases the cost of goods we purchase and services we buy, the cost of capital projects and wages and benefits for our workforce.
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Inflationary pressures also increase the cost of living and cost of travel, which decreases consumers’ disposable income and could impact our guests’ discretionary spending habits or willingness to visit our Resorts, which could reduce customer demand for the products and services that we offer and negatively impact our financial condition or our results of operations.
−Removed: In addition, the existence of inflation in certain economies has resulted in, and may continue to result in, rising interest rates.
−Removed: Our business could be adversely impacted by increases in the cost of borrowing from rising interest rates.
−Removed: Rising interest rates increase the borrowing costs on new debt, including debt we may refinance, and could affect the fair value of our investments.
−Removed: Our Epic Coverage program may require us to provide significant refunds to our pass product holders, which would result in reduced revenue and also exposes us to the risk of customer complaints and negative perception about our pass products.
−Removed: Epic Coverage is included with the purchase of all pass products for no additional charge.
−Removed: Epic Coverage offers refunds to pass product holders if certain qualifying personal or Resort closure events occur before or during the ski season, subject to express terms and conditions .
−Removed: Accordingly, to the extent that a significant volume of qualifying events occur during the ski season, we could be required to provide a significant amount of refunds to our pass product holders, subject to express terms and conditions, which could have a material negative impact on our financial performance and condition.
−Removed: The estimated amount of refunds reduce the amount of pass product revenue recognized by the Company.
−Removed: To estimate the amount of refunds under Epic Coverage, the Company considers historical claims data for personal events and the Company’s operating plans for its Resorts.
−Removed: The Company believes the estimates of refunds are reasonable;
−Removed: however, the program is subject to a number of variables and uncertainties, and therefore actual results could vary materially from such estimates, and the Company could be required to refund significantly higher amounts than estimated.
−Removed: Epic Coverage has also resulted in customer complaints and negative perception by customers who believe they are entitled to a refund for events that do not qualify under the express terms and conditions of the program.
−Removed: Any complaints posted by customers on social media platforms, even if inaccurate, may harm our reputation, and may divert management’s time and attention away from other business matters.
+Added: In addition, the existence of inflation in certain economies has resulted in, and may continue to result in, elevated interest rates.
+Added: Our business could be adversely impacted by increases in the cost of borrowing from elevated interest rates.
+Added: Elevated interest rates increase the borrowing costs on new debt, including debt we may refinance, as well as any existing variable rate indebtedness, and could affect the fair value of our investments.
We are vulnerable to unfavorable weather conditions and the impact of natural disasters.
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Unfavorable weather conditions can adversely affect skier visits and our revenue and profits.
−Removed: Unseasonably warm weather may result in inadequate natural snowfall and reduce skiable terrain, which increases the cost of snowmaking and could render snowmaking, wholly or partially, ineffective in maintaining quality skiing conditions, including in areas which are not accessible by snowmaking equipment.
+Added: Unseasonably warm weather may result in inadequate natural snowfall and reduce skiable terrain, which increases the cost of
+Added: snowmaking and could render snowmaking, wholly or partially, ineffective in maintaining quality skiing conditions, including in areas which are not accessible by snowmaking equipment.
On the other hand, excessive natural snowfall may significantly increase the costs incurred to groom trails and may make it difficult for guests to access our Resorts.
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There can be no assurance that our Resorts will receive seasonal snowfalls near their historical averages.
−Removed: As an example of weather variability, throughout the 2022/2023 North American ski season, unseasonably warm and extreme cold weather disrupted operating days, impacted demand and increased operating costs at our eastern U.S.
−Removed: Resorts, and significant snowstorms impacted resort access and our ability to fully open our Resorts in the Tahoe region at certain times.
−Removed: Past snowfall levels or consistency of snow conditions can impact sales of pass products or other advanced bookings.
+Added: An example of weather variability was observed throughout the 2023/2024 North American ski season, where significant weather-related challenges disrupted operating days and impacted demand, including lower snowfall for the full winter season compared to the prior year period across our western North American resorts and limited natural snow and variable temperatures at our Eastern U.S.
+Added: resorts (comprising the Midwest, Mid-Atlantic, and Northeast).
+Added: Past ski season snowfall levels or consistency of snow conditions can impact sales of pass products or other advanced bookings.
Additionally, the early season snow conditions and skier perceptions of early season snow conditions can influence the momentum and success of the overall ski season.
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A severe forest fire or other severe impacts from naturally occurring events could negatively impact the natural beauty of our Resorts and have a long-term negative impact on our overall guest visitation as it could take several years for the environment to recover.
+Added: Our Epic Coverage program may require us to provide significant refunds to our pass product holders, which would result in reduced revenue and could also expose us to the risk of customer complaints and negative perception about our pass products.
+Added: Epic Coverage is included with the purchase of all pass products for no additional charge.
+Added: Epic Coverage offers refunds to pass product holders if certain qualifying personal or Resort closure events occur before or during the ski season, subject to express terms and conditions .
+Added: Accordingly, to the extent that a significant volume of qualifying events occur during the ski season, we could be required to provide a significant amount of refunds to our pass product holders, subject to express terms and conditions, which could have a material negative impact on our financial performance and condition.
+Added: The estimated amount of refunds reduce the amount of pass product revenue recognized by the Company.
+Added: To estimate the amount of refunds under Epic Coverage, the Company considers historical claims data for personal events and the Company’s operating plans for its Resorts.
+Added: The Company believes the estimates of refunds are reasonable;
+Added: however, the program is subject to a number of variables and uncertainties, and therefore actual results could vary materially from such estimates, and the Company could be required to refund significantly higher amounts than estimated.
+Added: Epic Coverage has also resulted in customer complaints and negative perception by customers who believe they are entitled to a refund for events that do not qualify under the express terms and conditions of the program.
+Added: Any complaints posted by customers on social media platforms, even if inaccurate, may harm our reputation, and may divert management’s time and attention away from other business matters.
Leisure travel is particularly susceptible to various factors outside of our control, including terrorism, the uncertainty of military and geopolitical conflicts, the cost and availability of travel options and changing consumer preferences or willingness to travel.
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Additionally, our success depends on our ability to attract visitors to our Resorts.
−Removed: Changes in consumer tastes and preferences, particularly those affecting the popularity of skiing and snowboarding, and other social and demographic trends could adversely
−Removed: affect the number of skier visits during a ski season.
+Added: Changes in consumer tastes and preferences, particularly those affecting the popularity of skiing and snowboarding, and other social and demographic trends could adversely affect the number of skier visits during a ski season.
A significant decline in skier visits compared to historical levels would have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows.
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We have experienced cybersecurity threats and incidents, none of which have been material.
−Removed: We have taken, and continue to take, steps to address these concerns by implementing security and internal controls.
−Removed: However, there can be no assurance that a system interruption, security breach or unauthorized access will not occur.
+Added: We have taken, and continue to take, steps to address these concerns by implementing various cybersecurity risk management strategies, initiatives, and internal controls, with the goal of enhancing cybersecurity.
+Added: However, there can be no assurance that our internal controls or cybersecurity risk management practices will be effective, and that a system interruption, security breach or unauthorized access will not occur.
Cyber threats and attacks are constantly evolving and becoming more sophisticated, which increases the difficulty and cost of detecting and defending against them.
−Removed: Cyber threats and attacks can have cascading impacts across networks, systems and operations.
+Added: In addition, despite our efforts to proactively institute cybersecurity defense mechanisms, such as regular cybersecurity tabletop exercises, control gap analyses, threat modeling, impact analyses, internal and external cybersecurity audits, vulnerability scans, penetration tests, third party
+Added: analyses, and other cybersecurity threat defense strategies, such strategies may ultimately prove ineffective, as they are, by their nature, largely reactive, and cybersecurity threats are constantly evolving as threat actors become more sophisticated.
+Added: For additional information regarding our cybersecurity processes, policies and programs, refer to Item 1C.
+Added: “Cybersecurity.” Cyber threats and attacks can have cascading impacts across networks, systems and operations.
Any such interruption, breach or unauthorized access to our network or systems, or the networks or systems of our vendors, could adversely affect our business operations and result in the loss of critical or sensitive confidential information or intellectual property, as well as impact our ability to meet regulatory or compliance obligations, and could result in financial, legal, business and reputational harm to us.
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Conversely, peak operating seasons for our Australian Resorts, GTLC and Flagg Ranch, mountain summer activities (including our Epic Discovery program), sightseeing and our golf courses generally occur from June to the end of September.
−Removed: Revenue and profits
−Removed: generated by our Australian Resorts, GTLC and Flagg Ranch, mountain summer activities/sightseeing and golf peak season operations are not nearly sufficient to fully offset our off-season losses from our other mountain and lodging operations.
+Added: Revenue and profits generated by our Australian Resorts, GTLC and Flagg Ranch, mountain summer activities/sightseeing and golf peak season operations are not nearly sufficient to fully offset our off-season losses from our other mountain and lodging operations.
For Fiscal 2024, approximately 82% of total combined Mountain and Lodging segment net revenue (excluding Lodging segment revenue associated with reimbursement of payroll costs) was earned during our second and third fiscal quarters.
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In addition, inflation has accelerated in the U.S.
−Removed: and globally due in part to global supply chain issues, the Ukraine-Russia war, a rise in energy prices and strong consumer demand.
+Added: and globally in recent years due in part to global supply chain issues, the Ukraine-Russia war, a rise in energy prices and strong consumer demand.
Increases in expenses as a result of this inflationary environment and other economic factors may adversely impact wages and other labor costs, energy, healthcare, insurance, transportation and fuel, cost of goods, property taxes, minimum lease payments and other expenses and operating costs included in our fixed cost structure, which may also reduce our margin, profits and cash flows.
−Removed: We may not be able to fund resort capital expenditures.
+Added: We may not be able to fund resort capital expenditures, accurately identify the need for, or anticipate the timing of certain capital expenditures, which may adversely impact our business.
We regularly expend capital to construct, maintain and renovate our mountain Resorts and properties in order to remain competitive, maintain the value and brand standards of our mountain Resorts and properties and comply with applicable laws and regulations.
−Removed: We cannot always predict where capital will need to be expended in a given fiscal year and capital expenditures can increase due to circumstances beyond our control.
+Added: We cannot always predict where and when capital will need to be expended in a given fiscal year and capital expenditures can increase due to circumstances beyond our control.
We currently anticipate that we will spend approximately $216 million to $221 million on capital projects in calendar year 2024.
Our ability to fund capital expenditures will depend on our ability to generate sufficient cash flow from operations and/or to borrow from third parties in the debt market or raise additional capital in the equity market.
−Removed: We cannot provide assurances that our operations will be able to generate sufficient cash flow to fund such capital expenditures, or that we will be able to obtain sufficient capital from other sources on adequate terms, or at all, especially considering rising interest rates.
+Added: We cannot provide assurances that our operations will be able to generate sufficient cash flow to fund such capital expenditures or that cash flows generated will be allocated to fund capital expenditures, or that we will be able to obtain sufficient capital from other sources on adequate terms, or at all, especially considering elevated interest rates.
Our ability to generate cash flow and to obtain third-party financing will depend upon many factors, including:
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Any inability to generate sufficient cash flows from operations or to obtain adequate third-party financing could cause us to delay or abandon certain projects and/or plans.
+Added: Further, our properties and equipment at our mountain Resorts, including parking areas, roads, ski lifts, and other infrastructure, require periodic maintenance capital expenditures in order to maintain standards of satisfactory operating performance and appearance.
+Added: Although some maintenance capital expenditure projects are routine and normally planned to occur outside of peak operating periods in order to not interfere with business operations, other maintenance capital expenditure projects are non-routine, difficult to predict, and could arise during peak operating periods.
+Added: If we fail to identify the need for a maintenance project, address a maintenance project timely, or fail to anticipate the criticality of a maintenance project for key infrastructure and therefore defer maintenance projects, we could be forced as a result to temporarily close certain of our facilities, particularly during peak operating periods, and our business and results of operations could be materially adversely impacted.
A disruption in our water supply would impact our snowmaking capabilities and operations.
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Following the initial lease term expiration, we have six 50-year renewal options.
−Removed: Additionally, GTLC and
−Removed: Flagg Ranch operate under concession agreements with the NPS that expire on December 31, 2023 (which we currently expect will be extended in the fall of 2023 for an additional year through December 31, 2024 due to the time needed for solicitation, preparation, review and award of a new contract) and October 31, 2028, respectively.
+Added: Additionally, GTLC and Flagg Ranch operate under concession agreements with the NPS that expire on December 31, 2024 (which we currently expect will be extended in the fall of 2024 for an additional year through December 31, 2025 due to the time needed for solicitation, preparation, review and award of a new contract) and October 31, 2028, respectively.
There is no guarantee that at the end of the lease/license or agreements under which we operate our Resorts we will renew or, if desired, be able to negotiate new terms that are favorable to us.
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We rely on foreign government leases and landlord approvals, and are subject to certain related laws and regulations, at our international resorts.
−Removed: Our international Resort operations require permits and approvals from certain foreign authorities, including the (i) Province of British Columbia, (ii) the New South Wales and Victoria, Australia governments and (iii) the DDPS, the municipality of Tujetsch and the FOT in Switzerland.
+Added: Our international Resort operations require permits and approvals from certain foreign authorities, including, but not limited to, the (i) Province of British Columbia;
+Added: (ii) the New South Wales and Victoria, Australia governments;
+Added: and (iii) the DDPS, the municipalities of Tujetsch, Crans-Montana, and Lens, regional civic communities, such as Bourgeoisie de Montana and Consortage de l’Alpage de Mer-dechon, and the FOT in Switzerland.
Our operations at Whistler Blackcomb are located on Crown Land within the traditional territory of the Squamish and Lil’wat Nations, and the operations and future development of both Whistler Mountain and Blackcomb Mountain are governed by Master Development Agreements, which expire on February 23, 2077.
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Strategic planning documents have been adopted to provide a framework for the assessment and approval of future development at the resort.
−Removed: Perisher also holds a number of environmental approvals to regulate its operations, including an environment protection license and a suite of dangerous goods licenses related to the storage of diesel, heating oil and propane in storage tanks across the resort.
+Added: Perisher also holds a number of environmental approvals to regulate its operations, including an environment protection license and a suite of dangerous goods
+Added: licenses related to the storage of diesel, heating oil and propane in storage tanks across the resort.
Each of Falls Creek and a majority of Hotham is located in the Alpine National Park in Victoria, Australia that is permanently reserved under the Crown Land Act and subject to the ARM Act.
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Each passenger transport concession has a separate expiration date between 2026 and 2042, and we will then be able to apply for an extension or new concession.
+Added: Portions of our operations at Crans-Montana are located on land owned by regional Bourgeoisies, the municipality of Crans-Montana and private property owners, whereby the owners have granted building rights and/or easements for the operations.
+Added: Such leasehold property rights expire between 2027 and 2094, and we will then be able to negotiate for an extension.
+Added: These leasehold properties primarily relate to forest and agricultural zones for which usage is needed for the operation of the ski lifts (e.g.
+Added: passing through of ski lifts or in connection with the arrival or departure stations of the ski lifts) and are spread over the entire ski resort.
+Added: We also hold passenger transport concessions from the FOT, for a total of 20 cableway installations.
+Added: Each passenger transport concession has a separate expiration date between 2032 and 2047, and we will then be able to apply for an extension or new concession.
There is no guarantee that at the end of the initial lease/license or agreements under which we operate our Resorts we will renew or, if desired, be able to negotiate new terms that are favorable to us.
Failure to comply with the provisions, obligations and terms (including renewal requirements and deadlines) of our material permits and leases could adversely impact our operating results.
+Added: Any resource efficiency transformation initiatives that we undertake may not deliver the results we expect.
+Added: To create organizational effectiveness and scale for operating leverage as we grow globally, we announced a multi-year resource efficiency transformation plan to achieve $100 million in annualized savings by the end of 2026.
+Added: Our ability to realize anticipated benefits from these plans is subject to many estimates and assumptions, including business, economic and competitive uncertainties and contingencies, and accordingly there can be no assurance that the anticipated savings, operating efficiencies or other benefits will be achieved, within the anticipated timeframes or at all, or that they will not be significantly and materially less than anticipated.
We are subject to extensive environmental and health and safety laws and regulations in the ordinary course of business.
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and other jurisdictions where we operate.
−Removed: Maintaining compliance with applicable security and privacy regulations may increase our operating costs or our exposure to potential fines and litigation in connection with the enforcement of such regulations, particularly in light of the launch of our new My Epic App, or otherwise impact our ability to market our products, properties and services to our guests.
+Added: Maintaining compliance with applicable security and privacy regulations may increase our operating costs or our exposure to potential fines and litigation in connection with the enforcement of such regulations, particularly in light of the launch of the My Epic App, or otherwise impact our ability to market our products, properties and services to our guests.
In addition, any failure to maintain compliance with such regulations may cause us to incur significant penalties and generate negative publicity, require us to change our business practices, increase our costs and adversely affect our business.
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We must continuously improve and upgrade our systems and infrastructure to offer enhanced products, services, features and functionality, while maintaining the reliability and integrity of our systems, network security and infrastructure.
−Removed: Particularly in light of the launch of our new My Epic App, we may not be able to maintain our existing systems or replace or introduce new technologies and systems as quickly as we would like or in a cost-effective manner, which may keep us from achieving the desired results in a timely manner, to the extent anticipated, or at all.
+Added: Particularly in light of the launch of the My Epic App, we may not be able to maintain our existing systems or replace or introduce new technologies and systems as quickly as we would like or in a cost-effective manner, which may keep us from achieving the desired results in a timely manner, to the extent anticipated, or at all.
Also, we may be unable to devote adequate financial resources to new technologies and systems in the future.
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From time to time, we have experienced non-union employees attempting to unionize.
−Removed: While only a very small portion of our employees are unionized at
−Removed: present, we may experience additional union activity in the future, which could lead to disruptions in our business, increases in our operating costs and/or constraints on our operating flexibility.
+Added: While only a very small portion of our employees are unionized at present, we may experience additional union activity in the future, which could lead to disruptions in our business, increases in
+Added: our operating costs and/or constraints on our operating flexibility.
These potential labor impacts could adversely impact our results of operations.
For additional details, see “Business—Human Capital Management.”
−Removed: We have recently acquired Andermatt-Sedrun, which was not subject to rules and regulations promulgated under the Sarbanes-Oxley Act of 2002, as amended ("Sarbanes-Oxley"), and may therefore lack the internal controls that would be required of a U.S.
+Added: We have recently acquired Crans-Montana, which was not subject to rules and regulations promulgated under the Sarbanes-Oxley Act of 2002, as amended ("Sarbanes-Oxley"), and may therefore lack the internal controls that would be required of a U.S.
public company, which could ultimately affect our ability to ensure compliance with the requirements of Section 404 of Sarbanes-Oxley.
−Removed: We have recently acquired Andermatt-Sedrun, which was not previously subject to the rules and regulations promulgated under Sarbanes-Oxley and accordingly was not required to establish and maintain an internal control infrastructure meeting the standards promulgated under Sarbanes-Oxley.
−Removed: Our assessment of and conclusion on the effectiveness of our internal control over financial reporting as of July 31, 2023 did not include certain elements of the internal controls of Andermatt-Sedrun, which was acquired on August 3, 2022.
+Added: We have recently acquired Crans-Montana, which was not previously subject to the rules and regulations promulgated under Sarbanes-Oxley and accordingly was not required to establish and maintain an internal control infrastructure meeting the standards promulgated under Sarbanes-Oxley.
+Added: Our assessment of and conclusion on the effectiveness of our internal control over financial reporting as of July 31, 2024 did not include certain elements of the internal controls of Crans-Montana, which was acquired on May 2, 2024.
Although our management will continue to review and evaluate the effectiveness of our internal controls in light of this acquisition, we cannot provide any assurances that there will be no significant deficiencies or material weaknesses in our internal control over financial reporting.
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In 2017, we launched an ambitious Commitment to Zero pledge to have a zero net operating footprint by 2030, which includes commitments to (i) achieving zero net emissions, (ii) zero waste to landfill, and (iii) zero net operating impact to forests.
−Removed: Additionally, we were awarded the National Ski Area Association’s Golden Eagle Climate Change award at their 2023 annual conference;
+Added: Additionally, we were awarded the NSAA’s Golden Eagle Climate Change award at the 2023 NSAA annual conference and we were a finalist for the NSAA Golden Eagle Overall Environmental Excellence Award at the 2024 NSAA annual conference;
however we may not be able to sustain such recognition for our ESG efforts.
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We continually evaluate potential acquisitions both domestically and internationally and intend to actively pursue acquisition opportunities, some of which could be significant.
−Removed: As a result, we face various risks from acquisitions, including our recent acquisitions of the Seven Springs Resorts and Andermatt-Sedrun, some of which include:
+Added: As a result, we face various risks from acquisitions, including our recent acquisitions of the Seven Springs Resorts, Andermatt-Sedrun and Crans-Montana, some of which include:
• our evaluation of the synergies and/or long-term benefits of an acquired business;
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We are subject to additional risks with respect to our current and potential international operations and properties.
−Removed: As a result of our acquisitions of Whistler Blackcomb in Canada, Perisher, Hotham and Falls Creek in Australia, and Andermatt-Sedrun in Switzerland, and potential future international acquisitions, we have and may continue to increase our operations outside of the United States.
+Added: We have and may continue to increase our operations outside of the United States, with international acquisitions to date including Whistler Blackcomb in Canada;
+Added: Perisher, Hotham and Falls Creek in Australia;
+Added: and Andermatt-Sedrun and Crans-Montana in Switzerland.
We are accordingly subject to a number of risks relating to doing business internationally.
We also intend to consider strategic growth opportunities for our portfolio globally through acquisitions in attractive international markets to service demonstrable demand where we believe the anticipated risk-adjusted returns are consistent with our investment objectives.
−Removed: Our international operations and properties and in particular our newly acquired European properties (following the Andermatt-Sedrun acquisition), could be affected by factors peculiar to the laws, regulations and business practices of those jurisdictions.
+Added: Our international operations and properties and in particular our newly acquired European properties could be affected by factors peculiar to the laws, regulations and business practices of those jurisdictions.
These laws, regulations and business practices expose us to risks that are different than or in addition to those commonly found in the United States.
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Exchange rate fluctuations could result in significant foreign currency gains and losses and affect our business results.
−Removed: We are exposed to currency translation risk because the local currency utilized in the operations of Whistler Blackcomb, Perisher, Hotham, Falls Creek and Andermatt-Sedrun are different than our functional currency, the U.S.
+Added: We are exposed to currency translation risk because the local currency utilized in the operations of Whistler Blackcomb, Perisher, Hotham, Falls Creek, Andermatt-Sedrun and Crans-Montana are different than our functional currency, the U.S.
As a result, changes in foreign exchange rates, in particular between the Canadian dollar, Australian dollar, Swiss franc and the U.S.
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Our effective tax rates could be affected by changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, or changes in tax laws or their interpretation.
−Removed: We are also subject to the examination of tax returns and other tax matters by the Internal Revenue Service (“IRS”) and other tax authorities and governmental bodies.
+Added: In addition, the Organization for Economic Cooperation and Development reached agreement among various countries to implement a minimum 15% tax rate on certain multinational enterprises, commonly referred to as Pillar Two.
+Added: Many countries continue to announce changes in their tax laws and regulations based on the Pillar Two proposals.
+Added: We are continuing to evaluate the impact of these proposed and enacted legislative changes as new guidance becomes available.
+Added: Some of these legislative changes could impact our effective tax rate and tax liabilities.
+Added: Given the numerous proposed tax law changes and the uncertainty regarding such proposed legislative changes, the impact of Pillar Two cannot be determined at this time.
+Added: We are also subject to the examination of tax returns and other tax matters by the Internal Revenue Service and other tax authorities and governmental bodies.
We regularly assess the likelihood of an adverse outcome resulting from these examinations to determine the adequacy of our provision for taxes.
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We have generally paid quarterly dividends since fiscal 2011 (with the exception of several quarters in Fiscal 2020 and Fiscal 2021 to maintain short-term liquidity in response to the COVID-19 pandemic), which are funded through cash flow from operations, available cash on hand and borrowings under our Credit Facilities.
−Removed: The declaration of dividends is subject to the discretion of our Board of Directors, and is limited by applicable state law concepts of available funds for distribution, as well as contractual restrictions.
−Removed: As a result, the amount, if any, of the dividends to be paid in the future will depend upon a number of factors, including our available cash on hand, anticipated cash needs, overall financial condition, restrictions contained in our Eighth Amended and Restated Credit Agreement (the “Vail Holdings Credit Agreement”), any future contractual restrictions, future prospects for earnings and cash flows, as well as other factors considered relevant by our Board of Directors.
−Removed: our Board of Directors may also suspend the payment of dividends at any time if it deems such action to be in the best interests of the Company and its stockholders.
+Added: The declaration of dividends is subject to the discretion of our Board of Directors, and is limited by applicable state law concepts of available funds for distribution, as well
+Added: as contractual restrictions.
+Added: As a result, the amount, if any, of the dividends to be paid in the future will depend upon a number of factors, including our available cash on hand, anticipated cash needs, overall financial condition, restrictions contained in our Ninth Amended and Restated Credit Agreement (the “Vail Holdings Credit Agreement”), any future contractual restrictions, future prospects for earnings and cash flows, as well as other factors considered relevant by our Board of Directors.
+Added: In addition, our Board of Directors may also suspend the payment of dividends at any time if it deems such action to be in the best interests of the Company and its stockholders.
If we do not pay dividends, the price of our common stock must appreciate for investors to realize a gain on their investment in Vail Resorts, Inc.
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As of July 31, 2024, we had $2.8 billion in total indebtedness outstanding.
−Removed: This amount includes (i) $575.0 million in aggregate principal amount of 0.0% convertible notes due 2026 (the “0.0% Convertible Notes”), (ii) $600.0 million aggregate principal amount of our unsecured senior notes due 2025 (the “6.25% Notes”), (iii) $1.0 billion of indebtedness pursuant to the term loan facility under the Vail Holdings Credit Agreement that matures in 2026, (iv) $363.4 million with respect to our obligation associated with the Canyons long-term lease, (v) $29.5 million with respect to our obligations associated with the Whistler Blackcomb employee housing leases, (vi) $114.2 million with respect to the EPR Secured Notes under the master credit and security agreements and other related agreements with EPT Ski Properties, Inc.
−Removed: and its affiliates (“EPR”), as amended (collectively, the “EPR Agreements”), and (vii) $40.4 million with respect to the New Regional Policy loan between Andermatt-Sedrun and the Canton of Uri and Canton of Graubünden (the “NRP Loan”).
+Added: This amount includes (i) $959.8 million of indebtedness pursuant to the term loan facility under the Vail Holdings Credit Agreement that matures in 2029, (ii) $600.0 million aggregate principal amount of our unsecured senior notes due 2032 (the “6.50% Notes”), (iii) $575.0 million in aggregate principal amount of 0.0% convertible notes due 2026 (the “0.0% Convertible Notes”), (iv) $369.1 million with respect to our obligation associated with the Canyons long-term lease, (v) $114.2 million with respect to the EPR Secured Notes under the master credit and security agreements and other related agreements with EPT Ski Properties, Inc.
+Added: and its affiliates (“EPR”), as amended (collectively, the “EPR Agreements”), (vi) $52.6 million with respect to our obligations associated with outstanding debt of certain employee housing entities, (vii) $37.1 million with respect to the New Regional Policy loan between Andermatt-Sedrun and the Canton of Uri and Canton of Graubünden (the “NRP Loan”), and (viii) $27.9 million with respect to our obligations associated with Whistler Blackcomb employee housing leases.
We also have a credit agreement at Whistler Blackcomb that matures in 2028 (the “Whistler Credit Agreement”), which had no amounts outstanding as of July 31, 2024.
Collectively, the Vail Holdings Credit Agreement, the Whistler Credit Agreement, the EPR Agreements and the NRP Loan are referred to herein as the “Credit Agreements,” and such facilities, the “Credit Facilities.” Our borrowings under the Vail Holdings Credit Agreement are subject to interest rate changes substantially increasing our risk to changes in interest rates.
−Removed: Following the Fifth Amendment to the Vail Holdings Credit Agreement, dated as of August 31, 2022 (the “Fifth Amendment”), borrowings under the Vail Holdings Credit Agreement, including the term loan facility, bear interest annually at a rate of SOFR plus 1.60%.
+Added: Under the Vail Holdings Credit Agreement, borrowings under the Vail Holdings Credit Agreement, including the term loan facility, bear interest annually at a rate of SOFR plus 1.60%.
As of July 31, 2024 we also have, on a cumulative basis, minimum lease payment obligations under operating leases of approximately $371.1 million over the term of the leases.
74 unchanged sentences
Further, a change of control would constitute an event of default under our credit agreements.
−Removed: UNRESOLVED STAFF COMMENTS.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.