What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2024-09-26 compared with 2023-09-28 · 215 added, 200 removed, 1149 unchanged (27% of the section changed)

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Based on this assessment, management concluded that, as of July 31, 2024, 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, 2023 excluded certain elements of internal controls of Andermatt-Sedrun Sport AG (“Andermatt-Sedrun”, acquired August 3, 2022) due to the timing of this acquisition.

Management’s evaluation and conclusion on the effectiveness of internal control over financial reporting as of July 31, 2024 excluded certain elements of internal controls of Crans-Montana Mountain Resort (“Crans-Montana,” acquired May 2, 2024) due to the timing of this acquisition.

Those elements of the acquired resort’s internal controls over financial reporting that have been excluded represent approximately 0.4% of total consolidated assets and approximately 0.1% of total consolidated net revenues of the Company as of and for the year ended July 31, 2024.

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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 Management’s Annual Report on Internal Control over Financial Reporting appearing under Item 9A.

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 Annual 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.

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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 Andermatt-Sedrun Sport AG from its assessment of internal control over financial reporting as of July 31, 2023 because it was acquired by the Company in a purchase business combination during the year ended July 31, 2023.

We have also excluded Andermatt-Sedrun Sport AG from our audit of internal control over financial reporting.

Andermatt-Sedrun Sport AG is a subsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent 2% and 1%, respectively, of the related consolidated financial statement amounts as of and for the year ended July 31, 2023.

As described in Management’s Report on Internal Control over Financial Reporting, management has excluded Crans-Montana Mountain Resort from its assessment of internal control over financial reporting as of July 31, 2024 because it was acquired by the Company in a purchase business combination during the year ended July 31, 2024.

We have also excluded Crans-Montana from our audit of internal control over financial reporting.

Crans-Montana is a subsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent 0.4% and less than 0.1%, respectively, of the related consolidated financial statement amounts as of and for the year ended July 31, 2024.

Definition and Limitations of Internal Control over Financial Reporting

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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;

(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.

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Restricted cash 14,236 10,118

Trade receivables, net of allowances of $ 5,385 and $ 6,356 , respectively

381,067 383,425

Trade receivables, net of allowances 375,752 381,067

Inventories, net of reserves 118,988 132,548

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Common stock, $ 0.01 par value, 100,000 shares authorized and 46,855 and 46,798 shares issued, respectively

Exchangeable shares, $ 0.01 par value, 0 and 3 shares issued and outstanding, respectively (Note 5)

Additional paid-in capital 1,145,610 1,124,433

Accumulated other comprehensive (loss) income ( 10,358 ) 10,923

Accumulated other comprehensive loss ( 67,288 ) ( 10,358 )

Retained earnings 780,431 873,710

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Investment income and other, net 18,592 23,744 3,718

Foreign currency (loss) gain on intercompany loans (Note 6)

Foreign currency loss on intercompany loans (Note 6)

( 4,140 ) ( 2,907 ) ( 2,682 )

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Net income 246,279 285,103 368,337

Net (income) loss attributable to noncontrolling interests ( 16,955 ) ( 20,414 ) 3,393

Net income attributable to noncontrolling interests ( 15,874 ) ( 16,955 ) ( 20,414 )

Net income attributable to Vail Resorts, Inc.

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Comprehensive income 167,746 263,355 340,750

Comprehensive income attributable to noncontrolling interests ( 16,488 ) ( 9,703 ) ( 24,807 )

Comprehensive loss (income) attributable to noncontrolling interests 5,729 ( 16,488 ) ( 9,703 )

Comprehensive income attributable to Vail Resorts, Inc.

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Common Stock Additional

Capital Accumulated Other Comprehensive (Loss) Income Retained

Capital Accumulated Other Comprehensive Income (Loss) Retained

Earnings Treasury

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Stockholders’

Vail Resorts Exchangeable

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 (loss) — — — — 127,850 — 127,850 ( 3,393 ) 124,457

Net income — — — 347,923 — 347,923 20,414 368,337

Foreign currency translation adjustments — — ( 35,782 ) — — ( 35,782 ) ( 10,711 ) ( 46,493 )

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Total comprehensive income 331,047 9,703 340,750

Equity component of 0.0% Convertible Notes, net (Note 6)

— — 80,066 — — — 80,066 — 80,066

Stock-based compensation expense (Note 14)

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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 )

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Total comprehensive income 246,867 16,488 263,355

Cumulative effect of adoption of ASU 2020-06 (Note 6)

— ( 80,066 ) — 24,023 — ( 56,043 ) — ( 56,043 )

Stock-based compensation expense (Note 14)

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— — — ( 314,350 ) — ( 314,350 ) — ( 314,350 )

Estimated acquisition date fair value of noncontrolling interests (Note 7)

— — — — — — 91,524 91,524

Distributions to noncontrolling interests, net — — — — — — ( 11,344 ) ( 11,344 )

Balance, July 31, 2023 468 1,124,433 ( 10,358 ) 873,710 ( 984,306 ) 1,003,947 331,713 1,335,660

Comprehensive income:

Comprehensive income (loss):

Net income — — — 230,405 — 230,405 15,874 246,279

1 unchanged sentence

Change in estimated fair value of hedging instruments, net of tax — — ( 11,149 ) — — ( 11,149 ) — ( 11,149 )

Total comprehensive income 246,867 16,488 263,355

Cumulative effect of adoption of ASU 2020-06 (Notes 2 & 6)

— — ( 80,066 ) — 24,023 — ( 56,043 ) — ( 56,043 )

Total comprehensive income (loss) 173,475 ( 5,729 ) 167,746

Stock-based compensation expense (Note 14)

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Cash flows from financing activities:

Proceeds from borrowings under Whistler Credit Agreement — — 27,775

Proceeds from borrowings under 0.0% Convertible Notes — — 575,000

Proceeds from borrowings under 6.50% Notes 600,000 — —

Repayments of borrowings under Vail Holdings Credit Agreement ( 55,859 ) ( 62,500 ) ( 62,500 )

Repayments of borrowings under 6.25% Notes ( 600,000 ) — —

Repayments of borrowings under Whistler Credit Agreement — ( 11,389 ) ( 32,633 )

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Other financing activities, net ( 39,620 ) ( 21,983 ) ( 8,411 )

Net cash (used in) provided by financing activities ( 915,708 ) ( 493,136 ) 434,662

Net cash used in financing activities ( 574,788 ) ( 915,708 ) ( 493,136 )

Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 6,947 ) ( 3,702 ) ( 1,913 )

Net (decrease) increase in cash, cash equivalents and restricted cash ( 553,014 ) ( 132,467 ) 856,488

Net decrease in cash, cash equivalents and restricted cash ( 236,030 ) ( 553,014 ) ( 132,467 )

Cash, cash equivalents and restricted cash:

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A portion of the operations of Andermatt-Sedrun are conducted on land owned by the Swiss Confederation, for which operations are conducted under leasehold agreements and pursuant to a personal easement on land owned by the municipality of Tujetsch.

Portions of the Crans-Montana resort operations are conducted on land owned third parties, including local municipalities, via numerous registered easements, building rights (which may be subject to federal concessions), or other agreements.

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.

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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.

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Property, Plant and Equipment — Property, plant and equipment is carried at cost net of accumulated depreciation.

Repairs and maintenance are expensed as incurred.

Costs of repairs and maintenance are expensed as incurred.

Expenditures that improve the functionality of the related asset or extend the useful life are capitalized.

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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 and interest paid related to real estate under development and other related costs.

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 paid and other related costs related to real estate under development.

Sales and marketing expenses are charged against income in the period incurred.

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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.

The Company tests these non-amortizing assets annually (or more often, if necessary) for impairment as of May 1.

Definite-lived 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.

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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.

Income and expense items are translated using the 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.

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 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.

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These estimates are reviewed and adjusted as the facts and circumstances change.

The Company records legal costs related to defending claims as incurred.

The Company records legal costs related to defending claims as they are incurred.

Advertising Costs — Advertising costs are expensed at the time such advertising commences.

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Income Taxes — Income tax expense includes U.S.

tax (federal and state) and foreign income taxes.

(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.

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’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.

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Fair Value of Financial Instruments — The estimated fair values of the 6.50% 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, 2023 are presented below (in thousands):

The estimated fair value of the EPR Secured Notes and the NRP Loan (both as defined in Note 6, Long-Term Debt) have been estimated using analyses based on current borrowing rates for comparable debt instruments with similar maturity dates (a Level 2 input).

The carrying values, including any unamortized premium or discount, and estimated fair values of the 6.50% Notes, 0.0% Convertible Notes, EPR Secured Notes and NRP Loan as of July 31, 2024 are presented below (in thousands):

July 31, 2024

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EPR Secured Notes $ 130,899 $ 182,926

The recorded amount of the Company’s NRP Loan (as defined in Note 6, Long-Term Debt), which was assumed by the Company during the year ended July 31, 2023, approximates fair value as the debt obligation was recorded at estimated fair value in conjunction with the preliminary purchase accounting for the Andermatt-Sedrun acquisition (see Note 7, Acquisitions) and there has been no significant change in underlying rates.

The recorded amounts for all current asset, current liability and other financial liability balances not included in the above table approximate fair value due to their short-term nature or variable nature of associated interest rates.

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.

NRP Loan $ 37,305 $ 31,809

The carrying values for all other material financial instruments not included in the above table approximate their respective fair value due to their short-term nature or the variable nature of their associated interest rates.

Forfeitures are recorded as they occur.

The following table shows total net stock-based compensation expense for the years ended July 31, 2024, 2023 and 2022 included on the accompanying Consolidated Statements of Operations (in thousands):

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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 accounts with high-quality credit institutions.

The Company places its cash and cash investments in accounts with high-quality credit institutions.

The Company does not enter into financial instruments for trading or speculative purposes.

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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, 2023, 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.

As of July 31, 2024, 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.

These interest rate swaps expired on September 23, 2024.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 of $ 3.7 million, $ 18.9 million and $ 12.8 million during the years ended July 31, 2023, 2022 and 2021, respectively.

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 (loss) gain of $( 11.1 ) million, $ 3.7 million and $ 18.9 million during the years ended July 31, 2024, 2023 and 2022, respectively.

Amounts are reclassified into interest expense, net from other comprehensive income during the period in which the hedged item affects earnings.

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Recently Issued Accounting Standards

Adopted Standards

In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 of ASU 2020-04 were effective as of March 12, 2020.

In December 2022, the FASB issued ASU 2022-06, “Reference Rate Reform (Topic 848):

Deferral of the Sunset Date of Topic 848,” which extended the effective date of the provisions of ASU 2020-04 to December 31, 2024.

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.

The Company is party to various interest rate swap agreements that hedge the variable interest rate component of underlying cash flows of $400.0 million in principal amount of its Vail Holdings Credit Agreement (as defined in Note 6, Long-Term Debt), which are designated as cash flow hedges.

During the year ended July 31, 2023, the Company entered into an amendment to its Vail Holdings Credit Agreement (the “Fifth Amendment”) to modify the calculation of interest under the Vail Holdings Credit Agreement from being calculated based on LIBOR to being calculated based on the Secured Overnight Financing Rate (“SOFR”).

See Note 6, Long-Term Debt, for additional information.

Subsequent to the Fifth Amendment, the interest rate swaps were also amended to transition from a hedge of LIBOR-based cash flows to a hedge of SOFR-based cash flows.

The Company elected certain optional expedients provided by Topic 848, which allowed the Company to not apply certain modification accounting requirements or reassess the previous accounting designation of the interest rate swap agreements as cash flow hedges.

In August 2020, the FASB issued ASU 2020-06, “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” which simplifies the accounting related to certain convertible debt instruments.

The guidance removes certain rules which required separation of the embedded conversion features from the host contract for convertible instruments.

The updated guidance requires bifurcation only if the convertible debt feature qualifies as a derivative under ASC 815, “Derivatives and Hedging”, or for convertible debt issued at a substantial premium.

The guidance also amends 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.

This standard is 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 ended July 31, 2023).

This standard allows for a modified retrospective or fully retrospective method of transition.

The Company adopted ASU 2020-06 on August 1, 2022 using the modified retrospective method, and therefore prior period financial information has not been retrospectively adjusted and continues to be reported under the accounting standards in effect for those periods.

Upon adoption of the standard, the Company reclassified the previously bifurcated equity component of its 0.0% Convertible Notes (as defined in Note 6, Long-Term Debt) to long-term debt, net, as the convertible option on the 0.0% Convertible Notes does not qualify as a derivative under ASC 815 nor were the 0.0% Convertible Notes issued at a substantial premium.

This reclassification was partially offset by an increase to retained earnings to reverse the previously recognized non-cash interest expense, net of tax that had been recorded as a result of amortization of the previously recorded debt discount.

The adoption of this new guidance eliminates the recognition of non-cash interest expense in future periods due to the elimination of the debt discount.

The impact of adoption of ASU 2020-06 on the Company’s Consolidated Balance Sheet as of the adoption date was as follows (in thousands):

As of August 1, 2022

Balance Sheet Balances without the Adoption of ASU 2020-06 Adjustments Balances with the adoption of ASU 2020-06

Long-term debt, net $ 2,670,300 $ 74,822 $ 2,745,122

Deferred income taxes, net $ 268,464 $ ( 18,779 ) $ 249,685

Stockholders’ equity

Additional paid-in capital $ 1,184,577 $ ( 80,066 ) $ 1,104,511

Retained earnings $ 895,889 $ 24,023 $ 919,912

ASU 2020-06 also prohibits the use of the treasury stock method for convertible instruments for the purposes of calculating diluted earnings per share (“EPS”) and instead requires application of the if-converted method.

Under the if-converted method, diluted EPS will generally be calculated assuming that all of the convertible debt instruments were converted solely into shares of common stock at the beginning of the reporting period unless the result would be anti-dilutive.

Pursuant to the terms of the 0.0% Convertible Notes, the principal amount of the 0.0% Convertible Notes is required to be paid in cash and only the premium due upon conversion, if any, is permitted to be settled in shares, cash or a combination of shares and cash.

Consequently, for the Company the if-converted method would produce a similar result as the treasury stock method, which was utilized for the calculation of diluted EPS prior to the adoption of ASU 2020-06 for the 0.0% Convertible Notes.

Standards Being Evaluated

In November 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures,” which is intended to improve reportable segment disclosures, primarily through incorporating enhanced segment disclosure requirements set forth by the Securities and Exchange Commission into U.S.

The enhanced disclosures will primarily require public entities to include specific disclosures regarding “significant expenses” that are regularly provided to or easily computed from information provided to the chief operating decision maker (“CODM”) and included within segment profit and loss.

This ASU also requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 (the Company’s fiscal year ending July 31, 2025), and interim periods within fiscal years beginning after December 15, 2024 (the Company’s fiscal quarter ending October 31, 2025), with early adoption permitted.

The Company will adopt the standard during the fourth quarter of its fiscal year ending July 31, 2025 and is in the process of evaluating the effect that the adoption of this standard will have on its Consolidated Financial Statements.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures,” which includes amendments that further enhance the transparency and decision usefulness of income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction.

This update is effective for annual periods beginning after December 15, 2024 (the Company’s fiscal year ending July 31, 2026), though early adoption is permitted.

The Company is in the process of evaluating the effect that the adoption of this standard will have on its Consolidated Financial Statements, including determining the timing of adoption.

Revenue Recognition

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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.

and other on-mountain revenue, which includes private ski club revenue (which includes both club dues and amortization of initiation fees), marketing 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

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.

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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.

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.

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, which is based on the number of skiable days in the ski season relative to the estimated total skiable days in the ski season, and 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.

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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:

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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.

For contracts with an expected term in excess of one year, the Company has considered whether such contracts may contain a financing component.

Taxes collected from customers and remitted to governmental authorities are generally excluded from revenue on the accompanying Consolidated Statements of Operations.

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Contract assets are recorded as trade receivables when the right to consideration is unconditional.

Trade receivable balances were $ 381.1 million and $ 383.4 million as of July 31, 2023 and 2022, respectively.

Payments from customers are based on billing terms established in the contracts with customers, which vary by the type of customer, the location and the products or

services offered.

Payments from customers are based on 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.

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.

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The Company recorded amortization of $ 28.6 million, $ 25.2 million and $ 22.1 million for these costs during the years ended July 31, 2024, 2023 and 2022, respectively, which were recorded within Mountain and Lodging operating expense on the accompanying 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-pass products and services as incurred, as the amortization period is generally one year or less for the time between customer purchase and utilization.

The Company has elected to expense credit card fees and sales commissions related to non-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 expense on the Company’s Consolidated Statements of Operations.

The Company’s operating leases consist primarily of commercial and retail space, office space, employee residential units, vehicles and other equipment.

The Company’s operating leases consist primarily of resort land and land improvements, 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’s lease contracts generally range from 1 year to approximately 70 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.

25 unchanged sentences

Variable lease expense $ 2,694 $ 3,204 $ 2,309

(1) Short-term lease expense is attributable to leases with terms of 12 months or less which are not included within the Company’s Consolidated Balance Sheets.

(1) Short-term lease expense is attributable to leases with terms of 12 months or less and no ROU assets or lease liabilities are included within the Company’s 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, 2024, 2023 and 2022 (in thousands):

28 unchanged sentences

Finance lease liabilities are recorded within long-term debt, net in the accompanying Consolidated Balance Sheets.

The Canyons finance lease obligation was $ 363.4 million and $ 357.6 million as of July 31, 2023 and 2022, 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%.

The Canyons finance lease obligation was $ 369.1 million and $ 363.4 million as of July 31, 2024 and 2023, respectively, which represents the estimated annual fixed lease payments for the remaining period of the 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, 2024 and 2023, respectively, the Company has recorded $ 81.9 million and $ 90.2 million of net finance lease ROU assets in connection with the Canyons lease, net of $ 101.7 million and $ 93.4 million of accumulated amortization, which is included within property, plant and equipment, net in the Company’s Consolidated Balance Sheets.

During the year ended July 31, 2023, the Company entered into new finance lease agreements for employee housing units at Whistler Blackcomb, for which the finance lease obligation was $ 29.5 million as of July 31, 2023, which represents the minimum lease payments for the remaining initial 20 year term of the lease, net of amounts representing interest, discounted using an interest rate of 6.95%.

As of July 31, 2023, the Company has recorded $ 27.5 million of net finance lease ROU assets in connection with these leases, net of $ 1.1 million of accumulated amortization, which is included within property, plant and equipment, net in the Company’s Consolidated Balance Sheet.

The Whistler Blackcomb employee housing finance lease obligation was $ 27.9 million and $ 29.5 million as of July 31, 2024 and 2023, respectively, which represents the minimum lease payments for the remaining period of the initial 20 year term of the lease, net of amounts representing interest, discounted using an interest rate of 6.95%.

As of July 31, 2024 and 2023, respectively, the Company has recorded $ 25.7 million and $ 27.5 million of net finance lease ROU assets in connection with these leases, net of $ 2.5 million and $ 1.1 million of accumulated amortization, which is included within property, plant and equipment, net in the Company’s Consolidated Balance Sheet.

During the year ended July 31, 2024, the Company reassessed its lease agreements for the operations of Northstar Resort (“Northstar”), for which the initial lease terms expire in January 2027 and the agreements provide for three 10-year optional lease extensions.

Prior to the year ended July 31, 2024, the Company had not determined that it was reasonably certain to exercise any of the optional lease extensions for Northstar and, accordingly, only the initial lease terms were considered in the measurement of the ROU assets and lease liabilities.

During the year ended July 31, 2024, due to near-term operating decisions which would be influenced by the decision to extend the lease, the Company reassessed the lease extensions and determined that it was reasonably certain that it will exercise the first of its 10-year optional lease extensions at Northstar, and as a result, the Company recorded incremental operating ROU assets and operating lease liabilities of $ 75.7 million each.

Additionally, the Company recorded finance lease ROU assets of $ 13.1 million and finance lease obligations of $ 12.8 million as of July 31, 2024, which represent the minimum lease payments for the remaining 13 year reassessed term of the lease, net of amounts representing interest, related to assets for which the Company determined that the remaining reassessed lease term represented a major part of the remaining economic life of such assets.

As of the remeasurement date for the Northstar leases, the ROU assets and liabilities were discounted using an interest rate of 6.6%.

Net Income per Common Share

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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 elected to convert any remaining Exchangeco Shares to Vail Shares, which the Company had the ability to do once total Exchangeco Shares outstanding fell 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 July 31, 2023, all Exchangeco Shares have been exchanged for Vail Shares.

owned Canadian subsidiary Whistler Blackcomb Holdings Inc.

(“Exchangeco Shares”) or cash (or a combination thereof).

Effective September 26, 2022, all Exchangeco Shares had 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.

The Company’s calculation of weighted-average shares outstanding as of July 31, 2023 included the Exchangeco Shares for the period they were outstanding during the fiscal year, but there were no Exchangeco Shares that remained outstanding as of July 31, 2023.

Presented below is basic and diluted EPS for the years ended July 31, 2024, 2023 and 2022 (in thousands, except per share amounts):

19 unchanged sentences

For the years ended July 31, 2024, 2023 and 2022, the price of Vail Shares did not exceed the conversion price and therefore there was no impact to diluted EPS during those periods.

During the years ended July 31, 2023 and 2022, the Company paid cash dividends of $ 7.94 per share and $ 5.58 per share, respectively ($ 314.4 million and $ 225.8 million, respectively, including cash dividends paid to Exchangeco shareholders).

The Company did not pay cash dividends during the year ended July 31, 2021.

During the years ended July 31, 2024, 2023, and 2022 the Company paid cash dividends of $ 8.56 per share, $ 7.94 per share, and $ 5.58 per share, respectively ($ 323.7 million, $ 314.4 million, and $ 225.8 million respectively, including cash dividends paid to Exchangeco shareholders).

On September 25, 2024, the Company’s Board of Directors approved a cash dividend of $ 2.22 per share payable on October 24, 2024 to stockholders of record as of October 8, 2024 .

8 unchanged sentences

2032 600,000 —

6.25% Notes (b)

2025 — 600,000

0.0% Convertible Notes (c)

1 unchanged sentence

Whistler Credit Agreement revolver (d)

2028 — 11,717

EPR Secured Notes (e)

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Long-term debt, net $ 2,721,597 $ 2,750,675

(a) On August 31, 2022, 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 the Fifth Amendment (the “Fifth Amendment”) to the Eighth Amended and Restated Credit Agreement (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.

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.

As of July 31, 2023, the Vail Holdings Credit Agreement consists of a $ 500.0 million revolving credit facility and a $ 1.0 billion outstanding term loan facility.

The term loan facility is subject to quarterly amortization of principal of approximately $ 15.6 million, 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 in upon maturity.

(a) On April 24, 2024, Vail Holdings, Inc.

(“VHI”), which is a wholly-owned subsidiary of the Company, Bank of America, N.A., as administrative agent, and certain lenders entered into the Ninth Amended and Restated Credit Agreement (the “Vail Holdings Credit Agreement”).

The Vail Holdings Credit Agreement matures on April 24, 2029 and consists of a $ 500.0 million revolving credit facility and a term loan facility, which had an outstanding balance of $ 959.8 million as of July 31, 2024.

The term loan facility is subject to quarterly amortization of principal of approximately $ 12.3 million and the final payment of all amounts outstanding, plus accrued and unpaid interest due in upon maturity in April 2029.

VHI’s obligations under the Vail Holdings Credit Agreement are guaranteed by the Company and certain of its subsidiaries and are collateralized by a pledge of all the capital stock of VHI and substantially all of its subsidiaries (with certain additional exceptions for the pledge of the capital stock of foreign subsidiaries).

In addition, pursuant to the terms of the Vail Holdings Credit Agreement, VHI has the ability to increase availability (under the revolver or in the form of term loans) to an aggregate principal amount not to exceed the greater of (i) $2.75 billion and (ii) the product of 3.5 and the trailing twelve-month Adjusted EBITDA, as defined in the Vail Holdings Credit Agreement.

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 SOFR plus a spread of 1.60 % as of July 31, 2023 ( 6.92 % as of July 31, 2023).

Borrowings under the Vail Holdings Credit Agreement, including the term loan facility, bear interest annually at the Secured Overnight Financing Rate (“SOFR”) plus a spread of 1.60 % as of July 31, 2024 ( 6.94 % as of July 31, 2024).

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 provides for affirmative and negative covenants that restrict, among other things, the Company’s ability to incur indebtedness, dispose of assets, make distributions and make investments.

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 ( 0.30 % as of July 31, 2024).

The Company is party to various interest rate swap agreements which hedge the cash flows associated with the SOFR-based variable interest rate component of $ 400.0 million in principal amount of its Vail Holdings Credit Agreement until September 23, 2024, at an effective rate of 1.38 %.

(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.

The Company was party to various interest rate swap agreements as of July 31, 2024 which hedged the cash flows associated with the SOFR-based variable interest rate component of $ 400.0 million in principal amount of its Vail Holdings Credit Agreement at an effective rate of 1.38 %.

These interest rate swaps expired on September 23, 2024.

(b) On May 8, 2024, the Company completed an offering of $ 600.0 million aggregate principal amount of 6.50 % senior notes due 2032 at par, and the net proceeds were used to fund the redemption of all $ 600.0 million of the outstanding 6.25% Notes due 2025 at par.

The 6.50% Notes are unsecured senior obligations of the Company and are guaranteed by certain of the Company’s domestic subsidiaries.

The Company will pay interest on the 6.50% Notes on May 15 and November 15 of each year commencing on November 15, 2024, and the 6.50% Notes will mature on May 15, 2032.

The 6.50% Notes are redeemable, in whole or in part, at any time on or after May 15, 2027 at the redemption prices specified in a 2024 Indenture dated as of May 8, 2024 (the “2024 Indenture”) plus accrued and unpaid interest.

Prior to May 15, 2027, the Company may redeem some or all of the 6.50% Notes at a redemption price of 100% of the principal amount, plus accrued and unpaid interest, plus a “make-whole” premium as specified in the 2024 Indenture.

In addition, prior to May 15, 2027, the Company may redeem up to 40% of the aggregate principal amount of the 6.50% Notes with an amount not to exceed the net cash proceeds from certain equity offerings at the redemption price of 106.50% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

The 6.50% Notes are senior unsecured obligations of the Company and rank equally in right of payment with existing and future senior indebtedness of the Company and the guarantors (as defined in the 2024 Indenture).

The 2024 Indenture requires that, upon the occurrence of a Change of Control Repurchase Event (as defined in the 2024 Indenture), the Company shall offer to purchase all of the outstanding Notes at a purchase price in cash equal to 101% of the outstanding principal amount of the 6.50% 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 6.50% Notes equal to the excess net cash proceeds at a purchase price of 100% of their principal amount, plus accrued and unpaid interest.

37 unchanged sentences

The Company adopted ASU 2020-06 on August 1, 2022 using the modified retrospective method, and as a result, the Company reclassified the equity component of its 0.0% Convertible Notes to long-term debt, net, and no longer records non-cash interest expense related to the amortization of the debt discount effective as of the adoption date.

Refer to Note 2, Summary of Significant Accounting Policies, for further information on ASU 2020-06.

(d) Whistler Mountain Resort Limited Partnership (“Whistler LP”) and Blackcomb Skiing Enterprises Limited Partnership (“Blackcomb LP” and together with Whistler LP, the “WB Partnerships”) are party to a credit agreement consisting of a C$ 300.0 million credit facility which was originally dated as of November 12, 2013 , by and among Whistler LP, Blackcomb LP, certain subsidiaries of Whistler LP and Blackcomb LP party thereto as guarantors, the financial institutions party thereto as lenders and The Toronto-Dominion Bank, as administrative agent.

On April 14, 2023, the WB Partnerships along with other parties to the original agreement entered into the Second Amended and Restated Credit Agreement (as amended, the “Whistler Credit Agreement”).

The amended Whistler Credit Agreement (i) extended the maturity date of the revolving credit facility to April 14, 2028;

The amended Whistler Credit Agreement (i) extended the

maturity date of the revolving credit facility to April 14, 2028;

(ii) contained customary LIBOR replacement language for the use of rates based on SOFR with regard to borrowings under the facility made in U.S.

and (iii) contained customary forward-looking transition language for the Canadian Dollar Offered Rate (“CDOR”) with regard to borrowings under the facility made in Canadian dollars, including, but not limited to, the use of rates based on the Canadian Overnight Repo Rate Average, which is a measure of the cost of overnight general collateral funding using Government of Canada treasury bills and bonds as collateral for repurchase transactions, and for which such transition is expected to occur no later than June 2024.

and (iii) contained customary forward-looking transition language for the Canadian Dollar Offered Rate (“CDOR”) with regard to borrowings under the facility made in Canadian dollars, including, but not limited to, the use of rates based on the Canadian Overnight Repo Rate Average (“CORRA”), which is a measure of the cost of overnight general collateral funding using Government of Canada treasury bills and bonds as collateral for repurchase transactions, and for which such transition occurred in June 2024.

On June 27, 2024, TD issued a notice of benchmark replacement and the implementation of benchmark replacement confirming changes.

This notice established the CDOR replacement as the Adjusted Term CORRA, which is the sum of (i) Term CORRA and (ii) 0.29547% for an available tenor of one-month’s duration, and 0.32138% for an available tenor of three months’ duration, provided that, if the Adjusted Term CORRA as so determined shall ever be less than a floor of 0.00%, then the Adjusted Term CORRA shall be deemed to be 0.00%.

No other significant terms of the agreement were amended.

1 unchanged sentence

The Whistler Credit Agreement also includes a quarterly unused commitment fee based on the Consolidated Total Leverage Ratio, which as of July 31, 2024 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.

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.

29 unchanged sentences

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;

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, 2023, the Company had funded the EPR debt service reserve account in an amount equal to approximately $ 5.4 million, which was included in other current assets in the Company’s Consolidated Balance Sheet.

(f) 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 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 SOFR plus 0% to 0.20% ( 5.53 % to 5.73 % as of July 31, 2024).

21 unchanged sentences

The leases have a term of 20 years with no renewal options.

The obligation at July 31, 2023 represents future lease payments for the remaining initial lease term of 20 years (including annual increases at the floor of 3%) discounted using an interest rate of 6.95 %.

The obligation at July 31, 2024 represents future lease payments for the remaining period of the initial 20 year term of the lease (including annual increases at the floor of 3%) discounted using an interest rate of 6.95 %.

(j) 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, 2024, which are reflected within long-term debt, net.

(k) In connection with the issuance of the 0.0% Convertible Notes, the Company recorded a debt discount under previous accounting guidance, which represented the excess of the principal amount of the 0.0% Convertible Notes over the fair value of the liability component, as discussed above.

The Company adopted ASU 2020-06 on August 1, 2022 using the modified retrospective method, and as a result, the Company reclassified the equity component of its 0.0% Convertible Notes to long-term debt, net, and therefore no longer records non-cash interest expense related to the amortization of the debt discount.

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.

(k) In connection with the various business combinations, the Company estimated the acquisition date fair values of certain debt instruments assumed, and recorded any difference between such estimated fair values and the par value of debt instruments as unamortized premiums and discounts, as appropriate, which are amortized and recorded to interest expense, net on the Company’s Consolidated Statements of Operations over the respective term of the applicable debt instruments.

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.

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As a result, foreign currency fluctuations associated with the loan are recorded within the Company’s results of operations.

The Company recognized approximately $( 2.9 ) million, $( 2.7 ) million and $ 8.3 million of non-cash foreign currency (loss) gain on the intercompany loan to Whistler Blackcomb during the years ended July 31, 2023, 2022 and 2021, respectively, on its Consolidated Statements of Operations.

As of July 31, 2023, the remaining balance of the intercompany loan was $ 98.7 million.

The Company recognized approximately $ 4.1 million, $ 2.9 million and $ 2.7 million of non-cash foreign currency loss on the intercompany loan to Whistler Blackcomb during the years ended July 31, 2024, 2023 and 2022, respectively, on its Consolidated Statements of Operations.

During the year ended July 31, 2024, Whistler Blackcomb repaid $ 65.0 million of the outstanding principal on the intercompany loan and as of July 31, 2024, the remaining balance of the intercompany loan was $ 32.1 million.

Crans-Montana Mountain Resort

On May 2, 2024, the Company acquired Crans-Montana in Switzerland from CPI Property Group (“CPIPG”).

The Company acquired (i) an approximate 84 % ownership stake in Romontées Mécaniques Crans Montana Aminona SA (“CMA”), which controls and operates all of the lifts and supporting mountain operations, including four retail and rental locations;

(ii) 100% ownership of SportLife AG, which operates one of the ski schools located at the resort;

and (iii) 100% ownership of 11 restaurants located on and around the mountain.

The acquisition was funded with cash on hand.

As of May 2, 2024 the total fair value of the consideration paid was $ 106.8 million (CHF 97.2 million).

Portions of the Crans-Montana resort operations are conducted on land owned by third parties via numerous registered easements, building rights (which may be subject to federal concessions), or other agreements.

The municipality of Crans-Montana, the municipality of Lens and CPIPG collectively retained in total an approximate 16% ownership stake in CMA.

The Company entered into a shareholders’ agreement with the municipalities of Crans-Montana and Lens (the “Crans Agreement”) for an initial fixed term until December 31, 2035.

Thereafter, the Crans Agreement shall continue to be in effect for successive renewal periods of ten years unless terminated by either the Company or the municipalities acting jointly.

The Crans Agreement provides for various terms and conditions in relation to the election and governance of the board of directors, company policies, dividends, financial aspects and related matters.

The noncontrolling shares may be traded without restriction.

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

Total cash consideration paid by Vail Resorts, Inc.

Estimated fair value of noncontrolling interests 14,084

Total estimated purchase consideration $ 120,893

Allocation of total estimated purchase consideration:

Current assets $ 21,207

Property, plant and equipment 114,232

Goodwill 2,796

Identifiable intangible assets and other assets 8,262

Liabilities ( 25,604 )

Net assets acquired $ 120,893

Identifiable intangible assets acquired in the transaction were primarily related to a trade name.

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 resort and other factors, and is not expected to be deductible for income tax purposes.

The operating results of Crans-Montana are reported within the Mountain segment prospectively from the date of acquisition.

The Company recognized $ 6.9 million of acquisition related expenses associated with the transaction within Mountain operating expense on its Consolidated Statement of Operations for the year ended July 31, 2024.

The operating results of the acquired resort is reported within the Mountain segment prospectively from the date of acquisition.

The estimated fair values of assets acquired and liabilities assumed in the acquisition of Crans-Montana 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 may obtain 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.

Andermatt-Sedrun

8 unchanged sentences

In addition, the distribution rights are non-transferable and transfer of the noncontrolling interests are limited.

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

15 unchanged sentences

The operating results of Andermatt-Sedrun are reported within the Mountain segment prospectively from the date of acquisition.

The estimated fair values of assets acquired and liabilities assumed in the acquisition of Andermatt-Sedrun 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.

Seven Springs Mountain Resort, Hidden Valley Resort & Laurel Mountain Ski Area

17 unchanged sentences

Supplementary Balance Sheet Information

The composition of other current assets follows (in thousands):

Prepaid expenses $ 51,519 $ 43,218

Other 28,039 78,185

Other current assets $ 79,558 $ 121,403

The composition of property, plant and equipment, including finance lease assets, follows (in thousands):

46 unchanged sentences

Balance at July 31, 2022 $ 1,709,922 $ 45,006 $ 1,754,928

Acquisitions (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

Acquisition (including measurement period adjustments) 3,368 — 3,368

4 unchanged sentences

Balance at July 31, 2023 1,675,338 45,006 1,720,344

(1) During the year ended July 31, 2023, the Company completed a sale of five retail and rental stores in Telluride, Colorado (the “Disposal Group”) to an unrelated party for cash, which the Company determined constituted the sale of a business.

As of April 30, 2023, the Company allocated a proportionate share of the applicable reporting unit’s goodwill to the Disposal Group, and reduced the carrying value of the Disposal Group to its net realizable value.

Acquisition 2,796 — 2,796

Effects of changes in foreign currency exchange rates

( 45,165 ) — ( 45,165 )

Balance at July 31, 2024 $ 1,632,969 $ 45,006 $ 1,677,975

(1) During the year ended July 31, 2023, the Company completed a sale of five retail and rental stores in Telluride, Colorado to an unrelated party for cash, which the Company determined constituted the sale of a business.

The composition of accounts payable and accrued liabilities follows (in thousands):

33 unchanged sentences

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, 2023, and 2022 in the Company’s Consolidated Balance Sheets.

The estimated fair value of the Interest Rate Swaps was included as an asset within other current assets and deferred charges and other assets as of July 31, 2024 and 2023, respectively, in the Company’s Consolidated Balance Sheets.

The changes in Contingent Consideration during the years ended July 31, 2024 and 2023 were as follows (in thousands):

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Other significant assumptions included a discount rate of 11.1%, and volatility of 14.5%, which together with future period Park City EBITDA, are all unobservable inputs and thus are considered Level 3 inputs.

During the year ended July 31, 2023, the Company made a payment to the landlord for Contingent Consideration of approximately $ 18.9 million which increased compared to the prior year, primarily due to improved Park City performance for the period ended July 31, 2022.

During the year ended July 31, 2023, the Company observed a continued trend of improved performance which led to a reassessment of the long-term EBITDA assumptions used to estimate the fair value of the liability.

As a result, the Company recorded an increase in the liability of approximately $ 49.8 million which was primarily related to an increase in the expected long-term EBITDA performance for Park City as well as the expected payment to be made in October 2023 for the resort’s performance for the year ending July 31, 2023.

The increased expectations for long-term EBITDA performance for Park City are based on an average of historical results observed for the resort, which include actual performance for the years ended July 31, 2023 and 2022.

Future period actual EBITDA performance for Park City may differ significantly from these estimates, which could have a material impact on the estimated fair value of the Contingent Consideration liability.

The estimated fair value of the Contingent Consideration liability is approximately $ 73.3 million, which is recorded in accounts payable and accrued liabilities and other long-term liabilities in the Company’s Consolidated Balance Sheet as of July 31, 2023.

During the year ended July 31, 2024, the Company made a payment to the landlord for Contingent Consideration of approximately $ 17.1 million.

During the year ended July 31, 2024, the Company observed a continued trend of improved performance at the resort relative to expectations, which were based on an average of historical results that the Company calculated in the prior year.

Accordingly, the Company performed a reassessment of its long-term EBITDA assumptions used to estimate the fair value of the liability by updating the average of historical results used to estimate future year EBITDA performance.

As a result, the Company recorded an increase in the liability of approximately $ 48.0 million which was primarily related to an increase in expected long-term EBITDA performance for Park City as well as the expected payment to be made in October 2024 for the resort’s performance for the year ending July 31, 2024.

Future period EBITDA performance for Park City may differ significantly from these estimates, which could have a material impact on the estimated fair value of the Contingent Consideration liability.

The estimated fair value of the Contingent Consideration is approximately $ 104.2 million, which is reflected in accounts payable and other long-term liabilities in the Company’s Consolidated Balance Sheet as of July 31, 2024.

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.

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Operating lease right of use assets 61,730 45,913

Convertible debt — 18,780

Other 18,774 22,115

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Stock-based compensation 0.3 % 0.7 % ( 3.6 ) %

Foreign partnership basis adjustment 1.4 % — % — %

Noncontrolling interests ( 1.0 ) % ( 1.0 ) % ( 1.2 ) %

Foreign taxes 3.6 % 3.2 % 0.1 %

Taxes related to prior year filings ( 0.1 ) % 0.3 % ( 2.9 ) %

Other 0.3 % ( 0.9 ) % 0.5 %

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however, management believes the full benefit of those carryforwards will be realized prior to their respective expiration dates.

As of July 31, 2023, the Company has recorded a valuation allowance of $ 4.4 million on the historical non-U.S.

As of July 31, 2024, the Company has recorded a valuation allowance of $10.4 million on 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.

The Company has foreign tax credit carryforwards of $ 4.2 million, which expire by the year ending July 31, 2028.

As of July 31, 2023, the Company has recorded a valuation 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 has also recorded a valuation 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.

Additionally, the Company has $1.0 million of foreign deferred tax assets, for which a valuation allowance of $1.0 million has been recorded.

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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.

The Company intends to indefinitely reinvest undistributed earnings, if any, in its foreign subsidiaries.

It is not practical at this time to determine the income tax liability related to any remaining undistributed earnings.

In response to the COVID-19 pandemic, the Canadian and Australian governments each enacted legislation to assist companies in maintaining liquidity and retaining employees.

As a result, the Company recognized benefits of approximately $ 7.0 million, and $ 30.8 million during the years ended July 31, 2022 and 2021, respectively, relating to the Canada Emergency Wage Subsidy and Australian JobKeeper legislation for its Canadian and Australian employees, which primarily offset Mountain and Lodging operating expense.

Commitments and Contingencies

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$ 6.4 million to support bonds issued by Holland Creek Metropolitan District;

and $ 23.2 million primarily for workers’ compensation, a wind energy purchase agreement and insurance-related deductibles.

and $ 36.2 million primarily for workers’ compensation, a wind energy purchase agreement and insurance-related deductibles, as well as other standby letters of credit.

The Company also had surety bonds of $ 9.5 million as of July 31, 2024, primarily to provide collateral for its U.S.

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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.

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.

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and (iii) land owned by private property owners.

The transportation and ski infrastructure operations of Andermatt-Sedrun also operate under various concessions from the Federal Office of Transport, which have terms expiring in the years ending July 31, 2026 through 2042 .

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.

Such leasehold property rights expire between 2027 and 2094 , and we will then be able to negotiate for an extension.

These leasehold properties primarily relate to forest and agricultural zones for which usage is needed for the operation of the ski lifts (e.g.

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.

The transportation and ski infrastructure operations of Andermatt-Sedrun and Crans-Montana also operate under various concessions from the Federal Office of Transport, which have terms expiring in the years ending July 31, 2032 through 2047 .

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.

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The Company is a party to various lawsuits arising in the ordinary course of business.

The Company will assess the probability of an unfavorable outcome of any material litigation, claims or assessments to determine whether a liability had been incurred and whether it is probable that one or more future events will occur confirming the fact of the loss.

In the event that an unfavorable outcome is determined to be probable and the amount of the loss can be reasonably estimated, the Company will establish an accrual for the litigation, claim or assessment.

In addition, in the event an unfavorable outcome is determined to be less than probable, but reasonably possible, the Company will disclose an estimate of the possible loss or range of such loss;

however, when a reasonable estimate cannot be made, the Company will provide disclosure to that effect.

Litigation is inherently uncertain and may result in adverse rulings or decisions.

Additionally, the Company may enter into settlements or be subject to judgments that may, individually or in the aggregate, have a material adverse effect on its results of operations.

Accordingly, actual results could differ materially.

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 and reasonably estimable losses.

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$ 230,405 $ 268,148 $ 347,923

Net income (loss) attributable to noncontrolling interests 16,955 20,414 ( 3,393 )

Net income attributable to noncontrolling interests 15,874 16,955 20,414

Net income 246,279 285,103 368,337

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Investment income and other, net ( 18,592 ) ( 23,744 ) ( 3,718 )

Foreign currency loss (gain) on intercompany loans 2,907 2,682 ( 8,282 )

Foreign currency loss on intercompany loans 4,140 2,907 2,682

Interest expense, net 161,839 153,022 148,183

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Geographic Information

Net revenue and property, plant and equipment, net by geographic region are as follows (in thousands):

Net revenue and long-lived assets, excluding financial instruments and deferred tax assets, by geographic region are as follows (in thousands):

Year ended July 31,

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Total net revenue $ 2,885,191 $ 2,889,364 $ 2,525,912

Property, plant and equipment, net 2023 2022

Long-lived assets 2024 2023

$ 2,858,275 $ 2,853,758

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1,925,108 1,882,018

Total property, plant and equipment, net $ 2,371,557 $ 2,118,052

Total long-lived assets $ 4,783,383 $ 4,735,776

(1) The only individual international country (i.e.

except the U.S.) to account for more than 10% of the Company’s net revenue was Canada.

Canada accounted for $ 321.7 million of net revenue for the year ended July 31, 2023.

For the years ended July 31, 2022 and 2021 no individual international country accounted for more than 10% of the Company’s net revenue.

(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 $ 324.4 million and $ 272.9 million of property, plant and equipment, net as of July 31, 2023 and 2022, respectively.

Canada accounted for $ 326.2 million and $ 321.7 million of net revenue for the year ended July 31, 2024 and 2023, respectively.

For the year ended July 31, 2022, no individual international country accounted for more than 10% of the Company’s net revenue.

(2) The only individual international country to account for more than 10% of the Company’s long-lived assets was Canada.

Canada accounted for $ 1,373.8 million and $ 1,446.0 million of long-lived assets as of July 31, 2024 and 2023, respectively.

Share Repurchase Program

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On July 16, 2008, December 4, 2015 and March 7, 2023, the Company’s Board of Directors increased the authorization by an additional 3,000,000 , 1,500,000 and 2,500,000 Vail Shares, respectively, for a total authorization to repurchase up to 10,000,000 Vail Shares.

During the years ended July 31, 2023 and 2022, the Company repurchased 2,182,594 and 304,567 Vail Shares, respectively (at a total cost of $ 500.0 million and $ 75.0 million, respectively, excluding accrued excise tax, as discussed further below).

The Company did not repurchase any Vail Shares during the year ended July 31, 2021.

During the years ended July 31, 2024, 2023 and 2022, the Company repurchased 721,378 , 2,182,594 and 304,567 Vail Shares, respectively (at a total cost of $ 150.0 million, $ 500.0 million and $ 75.0 million, respectively, excluding accrued excise tax, as discussed further below).

Since inception of this stock repurchase program through July 31, 2024, the Company has repurchased 9,369,680 shares at a cost of approximately $ 1,129.4 million.

As of July 31, 2023, 1,351,698 Vail Shares remained available to repurchase under the existing share repurchase program, which has no expiration date.

As of July 31, 2024, 630,320 Vail Shares remained available to repurchase under the existing share repurchase program.

On September 25, 2024, the Company’s Board of Directors approved an increase in the number of shares authorized to be repurchased under the share repurchase program by an additional 1,100,000 Vail Shares.

As a result, 1,730,320 Vail Shares are available to repurchase under the 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.

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government enacted the Inflation Reduction Act of 2022, which imposed a 1.0% excise tax on share repurchases (net of estimated share issuances) made after December 31, 2022.

As a result, the Company accrued approximately $ 4.9 million of excise tax in connection with the share repurchases it completed during the year ended July 31, 2023, which was recorded as an adjustment to the cost basis of repurchased shares in treasury stock and accounts payable and accrued liabilities on the Company’s Consolidated Balance Sheet as of July 31, 2023.

As a result, the Company accrued approximately $ 1.4 million and $ 4.9 million of excise tax in connection with the share repurchases it completed during the years ended July 31, 2024 and 2023, which was recorded as an adjustment to the cost basis of repurchased shares in treasury stock and accounts payable and accrued liabilities on the Company’s Consolidated Balance Sheets as of July 31, 2024 and 2023.

Stock Compensation Plan

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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 .

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 ;

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Contractual Term Aggregate

Outstanding at August 1, 2020 1,061 $ 138.59

Outstanding at July 31, 2021 873 $ 181.17

Granted 97 $ 360.69

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The Company had 119,000 , 120,000 and 160,000 SARs that vested during the years ended July 31, 2024, 2023 and 2022, respectively.

These awards had total estimated fair values of $ 0.0 million (due to the exercise prices exceeding the market prices at the date of vesting), $ 16.2 million and $ 0.1 million at the date of vesting for the years ended July 31, 2023, 2022 and 2021, respectively.

These awards had total estimated fair

values of $ 0.9 million, $ 0.0 million (due to the exercise prices exceeding the market prices at the date of vesting) and $ 16.2 million at the date of vesting for the years ended July 31, 2024, 2023 and 2022, respectively.

A summary of the status of the Company’s nonvested SARs as of July 31, 2024 and changes during the year then ended is presented below (in thousands, except fair value amounts):

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The Company granted 127,000 restricted share units during the year ended July 31, 2023 with a weighted-average grant-date estimated fair value of $ 199.14 .

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 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 had 80,000 , 63,000 and 68,000 restricted share units that vested during the years ended July 31, 2024, 2023 and 2022, respectively.

15 unchanged sentences

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data