VAIL RESORTS INC 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. Vail Resorts, Inc. Consolidated Financial Statements for the Years Ended July 31, 2024, 2023 and 2022 Management’s Report on Internal Control Over Financial Reporting 64 Report of Independent Registered Public Accounting Firm (PCAOB ID 238 ) 65 Consolidated Financial Statements Consolidated Balance Sheets 67 Consolidated Statements of Operations 68 Consolidated Statements of Comprehensive Income 69 Consolidated Statements of Stockholders’ Equity 70 Consolidated Statements of Cash Flows 71 Notes to Consolidated Financial Statements 72 63 Management’s Report on Internal Control over Financial Reporting Management of Vail Resorts, Inc. (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of the effectiveness of internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management, including the Company’s Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of the Company’s internal control over financial reporting as of July 31, 2024. In making this assessment, management used the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. Based on this assessment, management concluded that, as of July 31, 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, 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. The Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP, has issued an attestation report on the effectiveness of the Company’s internal control over financial reporting as of July 31, 2024, as stated in the Report of Independent Registered Public Accounting Firm on the following page. 64 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Vail Resorts, Inc. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Vail Resorts, Inc. and its subsidiaries (the “Company”) as of July 31, 2024 and 2023, and the related consolidated statements of operations, of comprehensive income, of stockholders’ equity and of cash flows for each of the three years in the period ended July 31, 2024, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of July 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of July 31, 2024 and 2023 , and the results of its operations and its cash flows for each of the three years in the period ended July 31, 2024 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of July 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s 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. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. As described in Management’s Report on Internal Control over Financial Reporting, management has excluded 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 A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and 65 expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Fair Value Measurement of the Contingent Consideration As described in Note 9 to the consolidated financial statements, the Company has established a liability of $104.2 million as of July 31, 2024 for additional amounts that management believes are likely to be paid to the previous owner of Park City (the “Contingent Consideration”). The Company remeasures the Contingent Consideration to fair value at each reporting date until the contingency is resolved. The estimated fair value of Contingent Consideration includes the future period resort operations of Park City in the calculation of EBITDA on which participating contingent payments are made, which is determined on the basis of estimated subsequent year performance, escalated by an assumed annual growth factor and discounted to net present value. Fair value is estimated using an option pricing valuation model. As described by management, significant assumptions in determining the fair value under this model included future period Park City EBITDA, discount rate and volatility. The principal considerations for our determination that performing procedures relating to the fair value measurement of the Contingent Consideration is a critical audit matter are (i) the significant judgment by management when developing the fair value measurement, which in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to management’s significant assumptions for the future period Park City EBITDA, discount rate, and volatility; and (ii) the audit effort involved the use of professionals with specialized skill and knowledge. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s fair value measurement of the Contingent Consideration including controls over the Company’s significant assumptions. The procedures also included, among others, testing management’s process for developing the fair value measurement and evaluating the significant assumptions used by management, related to the future period Park City EBITDA, discount rate, and volatility. Evaluating management’s assumptions related to the future period Park City EBITDA, discount rate, and volatility involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past period EBITDA performance of Park City; (ii) the consistency with external market data; and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in the evaluation of the Company’s discount rate and volatility assumptions. /s/ PricewaterhouseCoopers LLP Denver, Colorado September 26, 2024 We have served as the Company’s auditor since 2002. 66 Vail Resorts, Inc. Consolidated Balance Sheets (In thousands, except per share amounts) July 31, 2024 2023 Assets Current assets: Cash and cash equivalents $ 322,827 $ 562,975 Restricted cash 14,236 10,118 Trade receivables, net of allowances 375,752 381,067 Inventories, net of reserves 118,988 132,548 Other current assets 79,558 121,403 Total current assets 911,361 1,208,111 Property, plant and equipment, net (Note 8) 2,422,635 2,371,557 Real estate held for sale or investment 86,548 90,207 Goodwill, net (Note 8) 1,677,975 1,720,344 Intangible assets, net (Note 8) 302,535 309,345 Operating right-of-use assets (Note 4) 256,627 192,289 Other assets 40,756 55,901 Total assets $ 5,698,437 $ 5,947,754 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable and accrued liabilities (Note 8) $ 1,000,798 $ 978,021 Income taxes payable 55,358 83,514 Long-term debt due within one year (Note 6) 57,153 69,160 Total current liabilities 1,113,309 1,130,695 Long-term debt, net (Note 6) 2,721,597 2,750,675 Operating lease liabilities (Note 4) 233,465 168,326 Other long-term liabilities 311,768 286,261 Deferred income taxes, net (Note 10) 279,815 276,137 Total liabilities 4,659,954 4,612,094 Commitments and contingencies (Note 11) Stockholders’ equity: Preferred stock, $ 0.01 par value, 25,000 shares authorized, no shares issued and outstanding — — Common stock, $ 0.01 par value, 100,000 shares authorized and 46,855 and 46,798 shares issued, respectively 469 468 Additional paid-in capital 1,145,610 1,124,433 Accumulated other comprehensive loss ( 67,288 ) ( 10,358 ) Retained earnings 780,431 873,710 Treasury stock, at cost; 9,370 and 8,648 shares, respectively (Note 13) ( 1,135,685 ) ( 984,306 ) Total Vail Resorts, Inc. stockholders’ equity 723,537 1,003,947 Noncontrolling interests 314,946 331,713 Total stockholders’ equity 1,038,483 1,335,660 Total liabilities and stockholders’ equity $ 5,698,437 $ 5,947,754 The accompanying Notes are an integral part of these Consolidated Financial Statements. 67 Vail Resorts, Inc. Consolidated Statements of Operations (In thousands, except per share amounts) Year Ended July 31, 2024 2023 2022 Net revenue: Mountain and Lodging services and other $ 2,388,227 $ 2,372,175 $ 2,116,547 Mountain and Lodging retail and dining 492,260 509,124 408,657 Resort net revenue 2,880,487 2,881,299 2,525,204 Real Estate 4,704 8,065 708 Total net revenue 2,885,191 2,889,364 2,525,912 Operating expense (exclusive of depreciation and amortization shown separately below): Mountain and Lodging operating expense 1,458,369 1,454,324 1,180,963 Mountain and Lodging retail and dining cost of products sold 188,054 203,278 162,414 General and administrative 410,027 389,465 347,493 Resort operating expense 2,056,450 2,047,067 1,690,870 Real Estate 9,514 10,635 5,911 Total segment operating expense 2,065,964 2,057,702 1,696,781 Other operating (expense) income: Depreciation and amortization ( 276,493 ) ( 268,501 ) ( 252,391 ) Gain on sale of real property 6,285 842 1,276 Change in estimated fair value of contingent consideration (Note 9) ( 47,957 ) ( 49,836 ) ( 20,280 ) (Loss) gain on disposal of fixed assets and other, net ( 9,633 ) ( 9,070 ) 43,992 Income from operations 491,429 505,097 601,728 Interest expense, net ( 161,839 ) ( 153,022 ) ( 148,183 ) Mountain equity investment income, net 1,053 605 2,580 Investment income and other, net 18,592 23,744 3,718 Foreign currency loss on intercompany loans (Note 6) ( 4,140 ) ( 2,907 ) ( 2,682 ) Income before provision for income taxes 345,095 373,517 457,161 Provision for income taxes (Note 10) ( 98,816 ) ( 88,414 ) ( 88,824 ) Net income 246,279 285,103 368,337 Net income attributable to noncontrolling interests ( 15,874 ) ( 16,955 ) ( 20,414 ) Net income attributable to Vail Resorts, Inc. $ 230,405 $ 268,148 $ 347,923 Per share amounts (Note 5): Basic net income per share attributable to Vail Resorts, Inc. $ 6.08 $ 6.76 $ 8.60 Diluted net income per share attributable to Vail Resorts, Inc. $ 6.07 $ 6.74 $ 8.55 Cash dividends declared per share $ 8.56 $ 7.94 $ 5.58 The accompanying Notes are an integral part of these Consolidated Financial Statements. 68 Vail Resorts, Inc. Consolidated Statements of Comprehensive Income (In thousands) Year Ended July 31, 2024 2023 2022 Net income $ 246,279 $ 285,103 $ 368,337 Foreign currency translation adjustments ( 67,384 ) ( 25,439 ) ( 46,493 ) Change in estimated fair value of hedging instruments, net of tax ( 11,149 ) 3,691 18,906 Comprehensive income 167,746 263,355 340,750 Comprehensive loss (income) attributable to noncontrolling interests 5,729 ( 16,488 ) ( 9,703 ) Comprehensive income attributable to Vail Resorts, Inc. $ 173,475 $ 246,867 $ 331,047 The accompanying Notes are an integral part of these Consolidated Financial Statements. 69 Vail Resorts, Inc. Consolidated Statements of Stockholders’ Equity (In thousands, except share amounts) Common Stock Additional Paid in Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings Treasury Stock Total Vail Resorts, Inc. Stockholders’ Equity Noncontrolling Interests Total Stockholders’ Equity Vail Resorts Balance, July 31, 2021 $ 466 $ 1,196,993 $ 27,799 $ 773,752 $ ( 404,411 ) $ 1,594,599 $ 234,469 $ 1,829,068 Comprehensive income: Net income — — — 347,923 — 347,923 20,414 368,337 Foreign currency translation adjustments — — ( 35,782 ) — — ( 35,782 ) ( 10,711 ) ( 46,493 ) Change in estimated fair value of hedging instruments, net of tax — — 18,906 — — 18,906 — 18,906 Total comprehensive income 331,047 9,703 340,750 Stock-based compensation expense (Note 14) — 24,885 — — — 24,885 — 24,885 Issuance of shares under share award plan, net of shares withheld for employee taxes (Note 14) 1 ( 37,301 ) — — — ( 37,300 ) — ( 37,300 ) Repurchases of common stock (Note 13) — — — — ( 75,006 ) ( 75,006 ) — ( 75,006 ) Dividends (Note 5) — — — ( 225,786 ) — ( 225,786 ) — ( 225,786 ) Distributions to noncontrolling interests, net — — — — — — ( 9,127 ) ( 9,127 ) Balance, July 31, 2022 467 1,184,577 10,923 895,889 ( 479,417 ) 1,612,439 235,045 1,847,484 Comprehensive income: Net income — — — 268,148 — 268,148 16,955 285,103 Foreign currency translation adjustments — — ( 24,972 ) — — ( 24,972 ) ( 467 ) ( 25,439 ) Change in estimated fair value of hedging instruments, net of tax — — 3,691 — — 3,691 — 3,691 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) — 25,409 — — — 25,409 — 25,409 Issuance of shares under share award plan, net of shares withheld for employee taxes (Note 14) 1 ( 5,487 ) — — — ( 5,486 ) — ( 5,486 ) Repurchases of common stock (Note 13) — — — — ( 504,889 ) ( 504,889 ) — ( 504,889 ) Dividends (Note 5) — — — ( 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 (loss): Net income — — — 230,405 — 230,405 15,874 246,279 Foreign currency translation adjustments — — ( 45,781 ) — — ( 45,781 ) ( 21,603 ) ( 67,384 ) Change in estimated fair value of hedging instruments, net of tax — — ( 11,149 ) — — ( 11,149 ) — ( 11,149 ) Total comprehensive income (loss) 173,475 ( 5,729 ) 167,746 Stock-based compensation expense (Note 14) — 26,803 — — — 26,803 — 26,803 Issuance of shares under share award plan, net of shares withheld for employee taxes (Note 14) 1 ( 5,626 ) — — — ( 5,625 ) — ( 5,625 ) Repurchases of common stock (Note 13) — — — — ( 151,379 ) ( 151,379 ) — ( 151,379 ) Dividends (Note 5) — — — ( 323,684 ) — ( 323,684 ) — ( 323,684 ) Estimated acquisition date fair value of noncontrolling interests (Note 7) — — — — — — 14,084 14,084 Distributions to noncontrolling interests, net — — — — — — ( 25,122 ) ( 25,122 ) Balance, July 31, 2024 $ 469 $ 1,145,610 $ ( 67,288 ) $ 780,431 $ ( 1,135,685 ) $ 723,537 $ 314,946 $ 1,038,483 The accompanying Notes are an integral part of these Consolidated Financial Statements. 70 Vail Resorts, Inc. Consolidated Statements of Cash Flows (In thousands) Year Ended July 31, 2024 2023 2022 Cash flows from operating activities: Net income $ 246,279 $ 285,103 $ 368,337 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 276,493 268,501 252,391 Stock-based compensation expense 26,803 25,409 24,885 Deferred income taxes, net 12,095 24,065 ( 9,390 ) Loss (gain) on disposal of fixed assets and other, net 9,633 9,070 ( 43,992 ) Change in estimated fair value of contingent consideration 47,957 49,836 20,280 Other non-cash (income) expense, net ( 7,754 ) ( 4,687 ) 3,510 Changes in assets and liabilities, net of effects of acquisitions: Trade receivables, net 12,887 4,248 ( 39,010 ) Inventories, net 13,190 ( 23,418 ) ( 28,048 ) Accounts payable and accrued liabilities 9,369 ( 7,509 ) 41,078 Deferred revenue 2,647 60,268 48,973 Income taxes payable ( 42,794 ) ( 32,270 ) 81,307 Other assets and liabilities, net ( 20,031 ) ( 19,053 ) ( 9,822 ) Net cash provided by operating activities 586,774 639,563 710,499 Cash flows from investing activities: Capital expenditures ( 211,197 ) ( 314,912 ) ( 192,817 ) Acquisition of businesses, net of cash acquired ( 94,356 ) ( 38,567 ) ( 116,337 ) Deposit returned (paid) for acquisition of business — 114,506 ( 114,414 ) Investments in short-term deposits — ( 86,756 ) — Maturity of short-term deposits 57,647 37,978 — Cash received from disposal of fixed assets 337 5,674 66,264 Other investing activities, net 6,500 8,910 9,387 Net cash used in investing activities ( 241,069 ) ( 273,167 ) ( 347,917 ) Cash flows from financing activities: 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 ) Repayment of EB-5 Development Notes — — ( 51,500 ) Employee taxes paid for share award exercises ( 5,625 ) ( 5,486 ) ( 37,300 ) Repurchases of common stock ( 150,000 ) ( 500,000 ) ( 75,006 ) Dividends paid ( 323,684 ) ( 314,350 ) ( 225,786 ) Other financing activities, net ( 39,620 ) ( 21,983 ) ( 8,411 ) 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 in cash, cash equivalents and restricted cash ( 236,030 ) ( 553,014 ) ( 132,467 ) Cash, cash equivalents and restricted cash: Beginning of period $ 573,093 $ 1,126,107 $ 1,258,574 End of period $ 337,063 $ 573,093 $ 1,126,107 Cash paid for interest $ 146,559 $ 140,599 $ 114,074 Taxes paid, net $ 129,350 $ 94,342 $ 19,692 Non-cash investing activities: Accrued capital expenditures $ 24,872 $ 23,210 $ 30,556 The accompanying Notes are an integral part of these Consolidated Financial Statements. 71 Notes to Consolidated Financial Statements 1. Organization and Business Vail Resorts, Inc. (“Vail Resorts”) is organized as a holding company and operates through various subsidiaries. Vail Resorts and its subsidiaries (collectively, the “Company”) operate in three reportable segments: Mountain, Lodging and Real Estate. The Company refers to “Resort” as the combination of the Mountain and Lodging segments. In the Mountain segment, the Company operates the following 42 destination mountain resorts and regional ski areas, (collectively, “Resorts”): *Denotes a destination mountain resort, which generally receives a meaningful portion of skier visits from long-distance travelers, as opposed to the Company’s regional ski areas, which tend to generate skier visits predominantly from their respective local markets. Additionally, the Mountain segment includes ancillary services, primarily including ski school, dining and retail/rental operations, and for the Company’s Australian ski areas, including lodging and transportation operations. Several of the resorts located in the United States (“U.S.”) operate primarily on federal land under the terms of Special Use Permits granted by the U.S. Department of Agriculture Forest Service. The operations of Whistler Blackcomb are conducted on land owned by the government of the Province of British Columbia, Canada within the traditional territory of the Squamish and Lil’wat Nations. The operations of the Company’s Australian ski areas are conducted pursuant to long-term leases and licenses on land owned by the governments of New South Wales and Victoria, Australia. 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. In the Lodging segment, the Company owns and/or manages a collection of luxury hotels and condominiums under its RockResorts brand; other strategic lodging properties and a large number of condominiums located in proximity to the Company’s North American mountain resorts; National Park Service (“NPS”) concessioner properties including the Grand Teton Lodge Company, which operates destination resorts in Grand Teton National Park; a Colorado resort ground transportation company and mountain resort golf courses. The Company’s Real Estate segment primarily owns, develops and sells real estate in and around the Company’s resort communities. The Company’s mountain business and its lodging properties at or around the Company’s mountain resorts are seasonal in nature, and typically experience their peak operating seasons primarily from mid-December through mid-April in North 72 America and Europe. The peak operating season at the Company’s Australian resorts, NPS concessioner properties and golf courses generally occurs from June to early October. 2. Summary of Significant Accounting Policies Principles of Consolidation — The accompanying Consolidated Financial Statements include the accounts of the Company and its consolidated subsidiaries for which the Company has a controlling financial interest. Investments in which the Company does not have a controlling financial interest, but has significant influence, are accounted for under the equity method. All significant intercompany transactions have been eliminated in consolidation. Cash and Cash Equivalents — The Company considers all highly liquid investments with maturities of three months or less at the date of purchase to be cash equivalents. Accounts Receivable — The Company records trade accounts receivable in the normal course of business related to the sale of products or services. The allowance for doubtful accounts is based on a specific reserve analysis and on a percentage of accounts receivable and takes into consideration such factors as historical write-offs, the economic climate and other factors that could affect collectability. Write-offs are evaluated on a case by case basis. Inventories — The Company’s inventories consist primarily of purchased retail goods, food and beverage items and spare parts. Inventories are stated at the lower of cost or net realizable value, determined using primarily an average weighted cost method. The Company records a reserve for estimated shrinkage and obsolete or unusable inventory. Property, Plant and Equipment — Property, plant and equipment is carried at cost net of accumulated depreciation. 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. When property, plant and equipment is retired or otherwise disposed of, the related gain or loss is included in income from operations. Leasehold improvements are amortized on the straight-line method over the shorter of the remaining lease term or estimated useful life of the asset. Depreciation is calculated on the straight-line method, including property, plant and equipment under finance leases, generally based on the following useful lives: Estimated Life in Years Land improvements 10 - 35 Buildings and building improvements 7 - 30 Machinery and equipment 2 - 30 Furniture and fixtures 3 - 10 Software 3 Vehicles 3 - 10 Real Estate Held for Sale or Investment — The Company capitalizes as real estate held for sale or investment the original land acquisition cost, direct construction and development costs, property taxes, interest paid and other related costs related to real estate under development. Sales and marketing expenses are charged against income in the period incurred. Deferred Financing Costs — Certain costs incurred with the issuance of debt and debt securities are capitalized and included as a reduction in the net carrying value of long-term debt, net of accumulated amortization, with the exception of costs incurred related to line-of-credit arrangements, which are included in deferred charges and other assets, net of accumulated amortization. Amortization of such deferred financing costs are recorded to interest expense, net on the Company’s Consolidated Statements of Operations over the respective term of the applicable debt instruments. When debt is extinguished prior to its maturity date, the amortization of the remaining unamortized deferred financing costs, or pro-rata portion thereof, is charged to loss on extinguishment of debt. Goodwill and Intangible Assets — The Company has classified as goodwill the cost in excess of estimated fair value of the net assets of businesses acquired in purchase transactions. The Company’s major intangible asset classes are trademarks, water rights, customer lists, property management contracts and Forest Service permits. Goodwill and various indefinite-lived intangible assets, including certain trademarks, water rights and certain property management contracts, are not amortized but are subject to at least annual impairment testing. The Company tests these non-amortizing assets annually (or more often, if necessary) for impairment as of May 1. Definite-lived intangible assets are amortized over the shorter of their contractual terms or estimated useful lives. 73 For the testing of goodwill and other indefinite-lived intangible assets for impairment, the Company may perform a qualitative analysis to determine whether it is more likely than not that the fair value of a reporting unit or indefinite-lived intangible asset exceeds the carrying amount, which includes an evaluation as to whether there have been significant changes to macro-economic factors related to the reporting unit or intangible asset that could materially impact fair value. If it is determined, based on qualitative factors, that the fair value of the reporting unit or indefinite-lived intangible asset is more likely than not less than carrying amount, or if significant changes to macro-economic factors related to the reporting unit or intangible asset have occurred that could materially impact estimated fair values since the previous quantitative analysis was performed, a quantitative impairment test would be required, in which the Company would determine the estimated fair value of its reporting units using discounted cash flow analyses and determine the estimated fair value of its indefinite-lived intangible assets using an income approach. The quantitative test for impairment consists of a comparison of the estimated fair value of the assets with their respective net carrying values. If the net carrying amount of the assets exceed their respective estimated fair values, an impairment loss would be recognized for indefinite-lived intangibles, including goodwill, in an amount equal to that excess. If the net carrying amount of the assets does not exceed their respective estimated fair values, no impairment loss is recognized. The Company determined that there were no impairments of goodwill or definite and indefinite-lived assets for the years ended July 31, 2024, 2023 and 2022. Long-Lived Assets — The Company evaluates potential impairment of long-lived assets and long-lived assets to be disposed of whenever events or changes in circumstances indicate that the net carrying amount of an asset group may not be fully recoverable. If the sum of the expected cash flows, on an undiscounted basis, is less than the net carrying amount of the asset group, an impairment loss is recognized in the amount by which the net carrying amount of the asset group exceeds its estimated fair value. The Company determined that there were no impairments of long-lived assets for the years ended July 31, 2024, 2023 and 2022. Revenue Recognition — The Company’s significant accounting policies with regard to revenue recognition are discussed in Note 3, Revenues. Real Estate Cost of Sales — Costs of real estate transactions include direct project costs, common cost allocations (primarily determined on relative sales value) and sales commission expense. The Company utilizes the relative sales value method to determine cost of sales for condominium units sold within a project when specific identification of costs cannot be reasonably determined. Foreign Currency Translation — The functional currency of the Company’s entities operating outside of the United States is the principal currency of the economic environment in which the entity primarily generates and expends cash, which is generally the local currency. The assets and liabilities of these foreign operations are translated at the exchange rate in effect as of the balance sheet dates. Income and expense items are translated using the 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 on intercompany loans” on the Company’s Consolidated Statements of Operations. Reserve Estimates — The Company uses estimates to record reserves for certain liabilities, including medical claims, workers’ compensation claims, third-party loss contingencies and property taxes, among other items. The Company estimates the probable costs related to these liabilities that will be incurred and records that amount as a liability in its Consolidated Financial Statements. Additionally, the Company records, as applicable, receivables related to insurance recoveries for loss contingencies if deemed probable of recovery. These estimates are reviewed and adjusted as the facts and circumstances change. The Company records legal costs related to defending claims as they are incurred. Advertising Costs — Advertising costs are expensed at the time such advertising commences. Advertising expense for the years ended July 31, 2024, 2023 and 2022 was $ 49.8 million, $ 47.2 million and $ 47.7 million, respectively, and was recorded within Mountain and Lodging operating expense on the Company’s Consolidated Statement of Operations. Income Taxes — Income tax expense includes U.S. (federal and state) and foreign income taxes. The Company’s provision for income taxes is based on pre-tax income, changes in deferred tax assets and liabilities and changes in estimates with regard to uncertain tax positions. Deferred tax assets and liabilities are recorded for the estimated future tax effects of temporary differences between the tax bases of assets and liabilities and amounts reported in the accompanying Consolidated Balance Sheets and for operating loss and tax credit carrybacks or carryforwards. The change in deferred tax assets and liabilities for the period measures the deferred tax provision or benefit for the period. Effects of changes in enacted tax laws on deferred tax assets and liabilities are reflected as adjustments to the tax provision or benefit in the period of enactment. The Company’s deferred tax assets have been reduced by a valuation allowance to the extent it is deemed to be more likely than not that some or 74 all of the deferred tax assets will not be realized. The Company recognizes liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is “more-likely-than-not” to be sustained, on audit, including resolution of related appeals or litigation processes, if any. The second step requires the Company to estimate and measure the largest tax benefit that is cumulatively greater than 50% likely of being realized upon ultimate settlement. Interest and penalties accrued in connection with uncertain tax positions are recognized as a component of income tax expense. See Note 10, Income Taxes, for more information. Fair Value of Financial Instruments — The 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 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 Carrying Value Estimated Fair Value 6.50% Notes $ 600,000 $ 614,982 0.0% Convertible Notes $ 575,000 $ 530,311 EPR Secured Notes $ 130,899 $ 182,926 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. 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). 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): Year Ended July 31, 2024 2023 2022 Mountain stock-based compensation expense $ 23,234 $ 21,242 $ 20,892 Lodging stock-based compensation expense 3,349 3,972 3,737 Real Estate stock-based compensation expense 220 195 256 Pre-tax stock-based compensation expense 26,803 25,409 24,885 Less: benefit from income taxes 6,157 5,951 6,189 Net stock-based compensation expense $ 20,646 $ 19,458 $ 18,696 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 cash investments in accounts with high-quality credit institutions. The Company does not enter into financial instruments for trading or speculative purposes. Concentration of credit risk with respect to accounts and notes receivables is limited due to the wide variety of customers and markets in which the Company conducts business, as well as their dispersion across many geographical areas. The Company performs ongoing credit evaluations of its customers and generally does not require collateral, but does require advance deposits on certain transactions. Accounting for Hedging Instruments — From time to time, the Company enters into interest rate swaps to hedge the variability in cash flows associated with variable-rate borrowings by converting the floating interest rate to a fixed interest rate (the “Interest Rate Swaps”). As of July 31, 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 75 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. During the years ended July 31, 2024, 2023 and 2022, gains (losses) of $ 16.1 million, $ 11.0 million and $( 4.3 ) million, respectively, were reclassified into interest expense, net from other comprehensive income. See Note 9, Fair Value Measurements, for more information. Leases — The Company determines if an arrangement is or contains a lease at inception or modification of the arrangement. An arrangement is or contains a lease if there is one or more assets identified and the right to control the use of any identified asset is conveyed to the Company for a period of time in exchange for consideration. Control over the use of an identified asset means the lessee has both the right to obtain substantially all of the economic benefits from the use of the asset and the right to direct the use of the asset. Generally, the Company classifies a lease as a finance lease if the terms of the agreement effectively transfer control of the underlying asset; otherwise, it is classified as an operating lease. For contracts that contain lease and non-lease components, the Company accounts for these components separately. For leases with terms greater than twelve months, the associated lease right-of-use (“ROU”) assets and lease liabilities are recognized at the estimated present value of future lease payments over the lease term at commencement date. The Company’s leases do not provide a readily determinable implicit rate; therefore, the Company uses an estimated incremental borrowing rate to discount the future minimum lease payments. For leases containing fixed rental escalation clauses, the escalators are factored into the determination of future minimum lease payments. The Company includes options to extend a lease when it is reasonably certain that such options will be exercised. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. See Note 4, Leases, for more information. Use of Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the balance sheet date and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Recently Issued Accounting Standards Standards Being Evaluated In 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. GAAP. 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. 76 3. Revenues Revenue Recognition The following provides information about the Company’s composition of revenue recognized from contracts with customers and other revenues, the performance obligations under those contracts, and the significant judgments made in accounting for those contracts: • Mountain revenue is derived from a wide variety of sources, including, among other things: lift revenue, which includes sales of lift tickets and pass products; ski school revenue, which includes the revenue derived from ski school operations; dining revenue, which includes both casual and fine dining on-mountain operations; retail sales and equipment rentals; and other on-mountain revenue, which includes private ski club revenue (which includes both club dues and amortization of initiation fees), marketing revenue, municipal services and lodging and transportation operations at the Company’s Australian ski areas. The Company also includes other sources of revenue, primarily related to commercial leasing and employee housing leasing arrangements, within other mountain revenue. Revenue is recognized over time as performance obligations are satisfied as control of the good or service (e.g. access to ski areas, provision of ski school services, etc.) is transferred to the customer, except for the Company’s retail sales and dining operations revenues which are recognized at a point in time when performance obligations are satisfied by transferring control of the underlying goods to the customer. The Company records deferred revenue primarily related to the sale of pass products. Deferred revenue is generally recognized throughout the ski season as the Company’s performance obligations are satisfied as control of the service (e.g. access to ski areas throughout the ski season) is transferred to the customer. 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. Epic Coverage is included with the purchase of all pass products for no additional charge, and offers refunds if certain personal or resort closure events occur before or during the ski season. The estimated amount of refunds reduce the amount of pass product revenue recognized by the Company, and is remeasured at each reporting date. Epic Mountain Rewards provides pass product holders a discount on ancillary purchases at the Company’s North American owned and operated Resorts. Epic Mountain Rewards constitutes an option to purchase additional products and services at a discount, and as a result, the Company allocates a portion of the pass product transaction price to these other lines of business which is recorded as revenue as discounts occur. • Lodging revenue is derived from a wide variety of sources, including, among other things: revenue from owned hotel rooms and managed hotel rooms; revenue from hotel dining operations; transportation revenue which relates to the Company’s Colorado resort ground transportation operations; and other lodging revenue which includes property management services, managed properties other costs reimbursements, private golf club revenue (which includes both club dues and amortization of initiation fees) and golf course fees. Lodging revenue also includes managed hotel property payroll cost reimbursements related to payroll costs at managed properties where the Company is the employer, which are reimbursed by the owner with no added margin. Therefore, these revenues and corresponding expenses have no net effect on the Company’s operating income or net income. Other than revenue from dining operations, lodging revenue is mostly recognized over time as performance obligations are satisfied as control of the service (e.g. nightly hotel room access) is transferred to the customer. • Real estate revenue primarily relates to the sale of development land parcels. Real estate revenue is generally recognized at a point in time when performance obligations have been satisfied, which is usually upon closing of the sales transaction and in an amount that reflects the consideration to which the Company expects to be entitled. For certain contracts that have an original term length of one year or less, the Company uses the practical expedient applicable to such contracts and does not consider the time value of money. For contracts with an expected term in excess of one year, the Company has considered 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. 77 Disaggregation of Revenues The following table presents net revenues disaggregated by segment and major revenue type for the years ended July 31, 2024, 2023 and 2022 (in thousands): Year ended July 31, 2024 2023 2022 Mountain net revenue: Lift $ 1,442,784 $ 1,420,900 $ 1,310,213 Ski School 304,548 287,275 223,645 Dining 227,572 224,642 163,705 Retail/Rental 317,196 361,484 311,768 Other 252,270 246,605 203,783 Total Mountain net revenue $ 2,544,370 $ 2,540,906 $ 2,213,114 Lodging net revenue: Owned hotel rooms $ 83,977 $ 80,117 $ 80,579 Managed condominium rooms 86,199 96,785 97,704 Dining 63,255 62,445 48,569 Transportation 16,309 15,242 16,021 Golf 13,722 12,737 10,975 Other 56,368 55,816 46,500 319,830 323,142 300,348 Payroll cost reimbursements 16,287 17,251 11,742 Total Lodging net revenue $ 336,117 $ 340,393 $ 312,090 Total Resort net revenue $ 2,880,487 $ 2,881,299 $ 2,525,204 Total Real Estate net revenue 4,704 8,065 708 Total net revenue $ 2,885,191 $ 2,889,364 $ 2,525,912 Arrangements with Multiple Performance Obligations Several of the Company’s contracts with customers include multiple performance obligations, primarily related to bundled services such as ski school packages, lodging packages and events (e.g. weddings and conferences). For such contracts, revenue is allocated to each distinct and separate performance obligation based on its relative standalone selling price. The standalone selling prices are generally based on observable prices charged to customers or estimated based on historical experience and information. Contract Balances Contract liabilities are recorded primarily as deferred revenues when payments are received or due in advance of the Company’s performance, including amounts which may be refundable. The deferred revenue balance is primarily related to accounts receivable or cash payments recorded in advance of satisfying the Company’s performance obligations related to sales of pass products prior to the start of the ski season, private club initiation fees and other related advance purchase products, including advance purchase lift tickets, multiple-day lift tickets, ski school lessons, equipment rentals and lodging advance deposits. Due to the seasonality of the Company’s operations, its largest deferred revenue balances occur during the North American pass product selling window, which generally begins in the third quarter of its fiscal year. Deferred revenue balances of a short-term nature were $ 575.8 million and $ 572.6 million as of July 31, 2024 and 2023, respectively. For the year ended July 31, 2024, the Company recognized approximately $ 547.0 million of net revenue that was included in the deferred revenue balance as of July 31, 2023. Deferred revenue balances of a long-term nature, comprised primarily of long-term private club initiation fee revenue, were $ 104.9 million and $ 109.7 million as of July 31, 2024 and 2023, respectively. As of July 31, 2024, the weighted average remaining period over which revenue for unsatisfied performance obligations on long-term private club contracts will be recognized was approximately 15 years. Contract assets are recorded as trade receivables when the right to consideration is unconditional. 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 78 services and customer types, contracts require payment before the products are delivered or services are provided to the customer. Impairment losses related to contract assets are recognized through the Company’s allowance for doubtful accounts analysis. Contract asset write-offs are evaluated on an individual basis. Costs to Obtain Contracts with Customers The Company expects that credit card fees and sales commissions paid in order to obtain season ski pass products contracts are recoverable. Accordingly, the Company records these amounts as assets when they are paid prior to the start of the ski season. As of July 31, 2024, $ 5.2 million of costs to obtain contracts with customers were recorded within other current assets on the Company’s Consolidated Balance Sheet. Deferred credit card fees and sales commissions are amortized commensurate with the recognition of pass product revenue. 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. 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. 4. Leases 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 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. In addition, certain lease arrangements contain fixed and variable lease payments. The variable lease payments are primarily contingent rental payments based on: (i) a percentage of revenue related to the leased property; (ii) payments based on a percentage of sales over contractual levels; or (iii) lease payments adjusted for changes in an index or market value. These variable lease payments are typically recognized when the underlying event occurs and are included in operating expenses on the Company’s Consolidated Statements of Operations in the same line item as the expense arising from the respective fixed lease payments. The Company’s lease agreements may also include non-lease components, such as common area maintenance and insurance, which are accounted for separately. Future lease payments that are contingent or represent non-lease components are not included in the measurement of the operating lease liability. The Company’s lease agreements do not contain any material residual value guarantees or restrictive covenants. Lease expense related to lease payments is recognized on a straight-line basis over the term of the lease. The Company’s leases do not provide a readily determinable implicit rate. As a result, the Company measures the lease liability using an estimated incremental borrowing rate which is intended to reflect the rate of interest the Company would pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. The Company applies the estimated incremental borrowing rates at a portfolio level based on the economic environment associated with the lease. The Company uses the long-lived assets impairment guidance to determine recognition and measurement of an ROU asset impairment, if any. The Company monitors for events or changes in circumstances that require a reassessment. 79 The components of lease expense for the years ended July 31, 2024, 2023 and 2022 were as follows (in thousands): Year ended July 31, 2024 2023 2022 Finance leases: Amortization of the finance ROU assets $ 11,811 $ 11,701 $ 9,011 Interest on lease liabilities $ 41,258 $ 40,098 $ 35,881 Operating leases: Operating lease expense $ 46,613 $ 45,385 $ 43,295 Short-term lease expense (1) $ 22,434 $ 22,759 $ 15,614 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 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): Year ended July 31, 2024 2023 2022 Cash flow supplemental information: Operating cash outflows for operating and short-term leases $ 64,724 $ 65,216 $ 59,818 Operating cash outflows for lease- and non-lease components of finance leases $ 54,469 $ 54,788 $ 37,573 Non-cash supplemental information: Operating ROU assets obtained in exchange for operating lease obligations $ 106,501 $ 30,342 $ 23,190 Finance ROU assets obtained in exchange for finance lease obligations $ 14,093 $ 39,114 $ — Weighted-average remaining lease terms and discount rates as of July 31, 2024 and 2023 are as follows: July 31, 2024 July 31, 2023 Weighted-average remaining lease term (in years) Operating leases 11.0 9.2 Finance leases 36.0 37.6 Weighted-average discount rate Operating leases 5.8 % 4.9 % Finance leases 9.9 % 9.9 % 80 Future fixed lease payments for operating and finance leases as of July 31, 2024 reflected by fiscal year (August 1 through July 31) are as follows (in thousands): Operating Leases Finance Leases 2025 $ 50,284 $ 37,253 2026 46,337 37,447 2027 41,961 37,647 2028 36,095 37,644 2029 30,038 38,900 Thereafter 166,347 1,696,212 Total future minimum lease payments 371,062 1,885,103 Less amount representing interest ( 104,986 ) ( 1,467,013 ) Total lease liabilities $ 266,076 $ 418,090 The current portion of operating lease liabilities of approximately $ 32.6 million and $ 36.9 million as of July 31, 2024 and 2023, respectively, is recorded within accounts payables and accrued liabilities in the accompanying Consolidated Balance Sheets. Finance lease liabilities are recorded within long-term debt, net in the accompanying Consolidated Balance Sheets. The Canyons finance lease obligation 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. 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%. 5. Net Income per Common Share Earnings per Share Basic earnings per share (“EPS”) excludes dilution and is computed by dividing net income attributable to Vail Resorts stockholders by the weighted-average shares outstanding during the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised, resulting in the issuance of shares of common stock that would then share in the earnings of Vail Resorts. In connection with the Company’s acquisition of Whistler Blackcomb in October 2016, the Company issued consideration in the form of shares of Vail Resorts common stock (the “Vail Shares”), redeemable preferred shares of the Company’s wholly- 81 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 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): Year Ended July 31, 2024 2023 2022 Basic Diluted Basic Diluted Basic Diluted Net income per share: Net income attributable to Vail Resorts $ 230,405 $ 230,405 $ 268,148 $ 268,148 $ 347,923 $ 347,923 Weighted-average Vail Shares outstanding 37,868 37,868 39,654 39,654 40,433 40,433 Weighted-average Exchangeco shares outstanding — — — — 32 32 Total Weighted-average shares outstanding 37,868 37,868 39,654 39,654 40,465 40,465 Effect of dilutive securities — 89 — 106 — 222 Total shares 37,868 37,957 39,654 39,760 40,465 40,687 Net income per share attributable to Vail Resorts, Inc. $ 6.08 $ 6.07 $ 6.76 $ 6.74 $ 8.60 $ 8.55 The Company computes the effect of dilutive securities using the treasury stock method and average market prices during the period. The number of shares issuable upon the exercise of share-based awards that were excluded from the calculation of diluted EPS because the effect of their inclusion would have been anti-dilutive totaled approximately 12,000 , 22,000 and 6,000 for the years ended July 31, 2024, 2023 and 2022, respectively. In December 2020, the Company completed an offering of $ 575.0 million in aggregate principal amount of 0.0 % Convertible Notes (as defined in Note 6, Long-Term Debt). The Company is required to settle the principal amount of the 0.0 % Convertible Notes in cash and has the option to settle the conversion spread in cash or shares. The Company uses the if-converted method to calculate the impact of convertible instruments on diluted EPS when the instruments may be settled in cash or shares. If the conversion value of the 0.0 % Convertible Notes exceeds their conversion price, then the Company will calculate its diluted EPS as if all the notes were converted into common stock at the beginning of the period. However, if reflecting the 0.0 % Convertible Notes in diluted EPS in this manner is anti-dilutive, or if the conversion value of the notes does not exceed their conversion price for a reporting period, then the shares underlying the notes will not be reflected in the Company’s calculation of diluted EPS. For the years ended July 31, 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. Dividends 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 . 82 6. Long-Term Debt Long-term debt as of July 31, 2024 and 2023 is summarized as follows (in thousands): Maturity July 31, 2024 July 31, 2023 Vail Holdings Credit Agreement revolver (a) 2029 $ — $ — Vail Holdings Credit Agreement term loan (a) 2029 959,766 1,015,625 6.50% Notes (b) 2032 600,000 — 6.25% Notes (b) 2025 — 600,000 0.0% Convertible Notes (c) 2026 575,000 575,000 Whistler Credit Agreement revolver (d) 2028 — — EPR Secured Notes (e) 2034 - 2036 114,162 114,162 Employee housing bonds (f) 2027 - 2039 52,575 52,575 Canyons obligation (g) 2063 369,143 363,386 NRP Loan (h) 2036 37,088 40,399 Whistler Blackcomb employee housing leases (i) 2042 27,887 29,491 Other (j) 2024 - 2037 52,017 35,011 Total debt 2,787,638 2,825,649 Less: Unamortized premiums, discounts and debt issuance costs (k) 8,888 5,814 Less: Current maturities (l) 57,153 69,160 Long-term debt, net $ 2,721,597 $ 2,750,675 (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 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 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. 83 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. The 2024 Indenture contains covenants that, among other things, restrict the ability of the Company and the guarantors to incur liens on assets; merge or consolidate with another company or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the Company’s assets or engage in Sale and Leaseback Transactions (as defined in the 2024 Indenture). The 2024 Indenture does not contain any financial maintenance covenants. Certain of the covenants will not apply to the 6.50% Notes so long as the 6.50% Notes have investment grade ratings from two specified rating agencies and no event of default has occurred and is continuing under the 2024 Indenture. The 2024 Indenture includes customary events of default, including failure to make payment, failure to comply with the obligations set forth in the 2024 Indenture, certain defaults on certain other indebtedness, certain events of bankruptcy, insolvency or reorganization, and invalidity of the guarantees of the 6.50% Notes issued pursuant to the 2024 Indenture. (c) On December 18, 2020, the Company completed an offering of $575.0 million in aggregate principal amount of 0.0% Convertible Notes due 2026 in a private placement conducted pursuant to Rule 144A of the Securities Act of 1933, as amended (the “0.0% Convertible Notes”). The 0.0% Convertible Notes were issued under an indenture dated December 18, 2020 (the “Convertible Indenture”) between the Company and U.S. Bank National Association, as Trustee. The 0.0% Convertible Notes do not bear regular interest and the principal amount does not accrete. The 0.0% Convertible Notes mature on January 1, 2026, unless earlier repurchased, redeemed or converted. The 0.0% Convertible Notes are general senior unsecured obligations of the Company. The 0.0% Convertible Notes rank senior in right of payment to any future debt that is expressly subordinated, equal in right of payment with the Company’s existing and future liabilities that are not so subordinated, and are subordinated to all of the Company’s existing and future secured debt to the extent of the value of the assets securing such debt. The 0.0% Convertible Notes will also be structurally subordinated to all of the existing and future liabilities and obligations of the Company’s subsidiaries, including such subsidiaries’ guarantees of the 6.50% Notes. The initial conversion rate was 2.4560 shares per $1,000 principal amount of notes, which represents an initial conversion price of approximately $ 407.17 per share, and is subject to adjustment upon the occurrence of certain specified events as described in the Convertible Indenture, including the payment of cash dividends. As of July 31, 2024, the conversion rate of the 0.0% Convertible Notes, adjusted for cash dividends paid since the issuance date, was 2.7075 shares per $1,000 principal amount of notes (the “Conversion Rate”), which represents a conversion price of $ 369.35 per share (the “Conversion Price”). The principal amount of the 0.0% Convertible Notes is required to be settled in cash. The Company will settle the in the money component of conversions by paying cash, delivering shares of its common stock, or a combination of the two, at its option. Holders may convert their notes, at their option, only under the following circumstances: • during any calendar quarter commencing after the calendar quarter ending on March 31, 2021 if the last reported sale price per share of our common stock exceeds 130 % of the Conversion Price for each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; 84 • during the five consecutive business days immediately after any 10 consecutive trading day period (such 10 consecutive trading day period, the “Measurement Period”) in which the trading price per $1,000 principal amount of notes for each trading day of the Measurement Period was less than 98 % of the product of the last reported sale price per share of our common stock on such trading day and the Conversion Rate on such trading day; • upon the occurrence of certain corporate events or distributions on our common stock, as described in the Convertible Indenture; • if the Company calls the 0.0% Convertible Notes for redemption; or • at any time from, and including, July 1, 2025 until the close of business on the scheduled trading day immediately before the maturity date. The 0.0% Convertible Notes will be redeemable, in whole or in part, at the Company’s option at any time, and from time to time, on or after January 1, 2024 and on or before the 25th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the notes to be redeemed, plus accrued and unpaid special and additional interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of the Company’s common stock exceeds 130 % of the Conversion Price for a specified period of time. If the Company elects to redeem less than all of the 0.0% Convertible Notes, at least $ 50.0 million aggregate principal amount of notes must be outstanding and not subject to redemption as of the relevant redemption notice date. Calling any 0.0% Convertible Notes for redemption will constitute a make-whole fundamental change with respect to such notes, in which case the Conversion Rate applicable to the conversion of such notes will be increased in certain circumstances if such notes are converted after they are called for redemption. In addition, upon the occurrence of a fundamental change (as defined in the Convertible Indenture), holders of the 0.0% Convertible Notes may require the Company to repurchase all or a portion of their notes at a cash repurchase price equal to the principal amount of the notes to be repurchased, plus any accrued and unpaid special and additional interest, if any, to, but excluding, the applicable repurchase date. If certain fundamental changes referred to as make-whole fundamental changes (as defined in the Convertible Indenture) occur, the Conversion Rate for the 0.0% Convertible Notes may be increased for a specified period of time. The Convertible Indenture includes customary events of default, including failure to make payment, failure to comply with the obligations set forth in the Convertible Indenture, certain defaults on certain other indebtedness, and certain events of bankruptcy, insolvency or reorganization. The Company may elect, at its option, that the sole remedy for an event of default relating to certain failures by the Company to comply with certain reporting covenants in the Convertible Indenture will consist exclusively of the right of the holders of the 0.0% Convertible Notes to receive additional interest on the notes for up to 360 days following such failure. Prior to the adoption of ASU 2020-06 on August 1, 2022, the Company separately accounted for the liability and equity components of the 0.0% Convertible Notes. The liability component at issuance was recognized at estimated fair value based on the fair value of a similar debt instrument that does not have an embedded convertible feature, and was determined to be $ 465.3 million and was recorded within long-term debt, net on the Company’s Consolidated Balance Sheet. The excess of the principal amount of the 0.0% Convertible Notes over the initial fair value of the liability component represented a debt discount of $ 109.7 million and was being amortized to interest expense, net over the term through July 31, 2022 (prior to the adoption of ASU 2020-06). The balance of the unamortized debt discount was $ 76.7 million as of July 31, 2022. The carrying amount of the equity component representing the conversion option was approximately $ 109.7 million and was determined by deducting the initial fair value of the liability component from the total proceeds of the 0.0% Convertible Notes of $ 575.0 million. Additionally, the Company recorded deferred tax liabilities of approximately $ 27.5 million related to the equity component of the 0.0% Convertible Notes on the date of issuance, which decreased the recorded value of the equity component. As of July 31, 2022, the equity component was recorded within additional paid-in-capital on the Company’s Consolidated Balance Sheet. 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. (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 (“TD”), 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 85 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. dollars; 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. As of July 31, 2024, there were no borrowings under the Whistler Credit Agreement. 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. In addition, the Whistler Credit Agreement includes the restrictive financial covenants (leverage ratios and interest coverage ratios) customary for facilities of this type. (e) In September 2019, in conjunction with the acquisition of Peak Resorts, Inc. (“Peak Resorts”), the Company assumed various secured borrowings (the “EPR Secured Notes”) under the master credit and security agreements and other related agreements, as amended, (collectively, the “EPR Agreements”) with EPT Ski Properties, Inc. and its affiliates (“EPR”). The EPR Secured Notes include the following: i. The Alpine Valley Secured Note. The $ 4.6 million Alpine Valley Secured Note provides for interest payments through its maturity on December 1, 2034. As of July 31, 2024, interest on this note accrued at a rate of 11.90 %. ii. The Boston Mills/Brandywine Secured Note. The $ 23.3 million Boston Mills/Brandywine Secured Note provides for interest payments through its maturity on December 1, 2034. As of July 31, 2024, interest on this note accrued at a rate of 11.41 %. iii. The Jack Frost/Big Boulder Secured Note. The $ 14.3 million Jack Frost/Big Boulder Secured Note provides for interest payments through its maturity on December 1, 2034. As of July 31, 2024, interest on this note accrued at a rate of 11.41 %. iv. The Mount Snow Secured Note. The $ 51.1 million Mount Snow Secured Note provides for interest payments through its maturity on December 1, 2034. As of July 31, 2024, interest on this note accrued at a rate of 12.50 %. v. The Hunter Mountain Secured Note. The $ 21.0 million Hunter Mountain Secured Note provides for interest payments through its maturity on January 5, 2036. As of July 31, 2024, interest on this note accrued at a rate of 9.19 %. The EPR Secured Notes are secured by all or substantially all of the assets of Peak Resorts and its subsidiaries, including mortgages on the Alpine Valley, Boston Mills, Brandywine, Jack Frost, Big Boulder, Mount Snow and Hunter Mountain ski resorts. The EPR Secured Notes bear interest at specified interest rates, as discussed above, which are subject to increase each year by the lesser of (i) three times the percentage increase in the Consumer Price Index (“CPI”) or (ii) a capped index (the “Capped CPI Index”), which is 1.75 % for the Hunter Mountain Secured Note and 1.50 % for all other notes. The EPR Agreements provide for affirmative and negative covenants that restrict, among other things, the ability of Peak Resorts and its subsidiaries to incur indebtedness, dispose of assets, make distributions and make investments. In addition, the EPR Agreements include restrictive covenants, including maximum leverage ratio and consolidated fixed charge ratio. An additional contingent interest payment would be due to EPR if, on a calendar year basis, the gross receipts from the properties securing any of the individual EPR Secured Notes (the “Gross Receipts”) are more than the result (the “Interest Quotient”) of dividing the total interest charges for the EPR Secured Notes by a specified percentage rate (the “Additional Interest Rate”). In such a case, the additional interest payment would equal the difference between the Gross Receipts and the Interest Quotient multiplied by the Additional Interest Rate. This calculation is made on an aggregated basis for the notes secured by the Jack Frost, Big Boulder, Boston Mills, Brandywine and Alpine Valley ski resorts, where the Additional Interest Rate is 10.0 %; on a standalone basis for the note secured by the Company’s Mount Snow ski resort, where the Additional Interest Rate is 12.0 %; and on a standalone basis for the note secured by the Company’s Hunter Mountain ski resort, where the Additional Interest Rate is 8.0 %. Peak Resorts does not have the right to prepay the EPR Secured Notes. The EPR Secured Notes were recorded at their estimated fair value in conjunction with the acquisition of Peak Resorts on September 24, 2019. The EPR Agreements grant EPR certain other rights including the option to purchase 86 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. (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 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). Interest on the Employee Housing Bonds is paid monthly in arrears and the interest rate is adjusted weekly. No principal payments are due on the Employee Housing Bonds until maturity. Each Employee Housing Entity’s bonds were issued in two series. The bonds for each Employee Housing Entity are backed by letters of credit issued under the Vail Holdings Credit Agreement. The table below presents the principal amounts outstanding for the Employee Housing Bonds as of July 31, 2024 (in thousands): Maturity Tranche A Tranche B Total Breckenridge Terrace 2039 $ 14,980 $ 5,000 $ 19,980 Tarnes 2039 8,000 2,410 10,410 BC Housing 2027 9,100 1,500 10,600 Tenderfoot 2035 5,700 5,885 11,585 Total $ 37,780 $ 14,795 $ 52,575 (g) On May 24, 2013 , VR CPC Holdings, Inc. (“VR CPC”), a wholly-owned subsidiary of the Company, entered into a transaction agreement with affiliate companies of Talisker Corporation (“Talisker”) pursuant to which the parties entered into a master lease agreement (the “Park City Lease”) and certain ancillary transaction documents on May 29, 2013 related to the former stand-alone Canyons Resort (“Canyons”), pursuant to which the Company assumed the resort operations of the Canyons. The Park City Lease between VR CPC and Talisker has an initial term of 50 years with six 50-year renewal options . The Park City Lease provides for $ 25 million in annual payments, which increase each year by an inflation-linked index of CPI less 1% per annum, with a floor of 2% . Vail Resorts has guaranteed the payments under the Park City Lease. The obligation at July 31, 2024 represents future lease payments for the remaining initial lease term of 50 years (including annual increases at the floor of 2%) discounted using an interest rate of 10 %, and includes accumulated accreted interest expense of approximately $ 63.8 million. (h) On August 3, 2022 in conjunction with the acquisition of Andermatt-Sedrun (see Note 7, Acquisitions), the Company assumed the New Regional Policy loan between Andermatt-Sedrun and the Canton of Uri and Canton of Graubünden dated June 24, 2016 (the “NRP Loan”), with an initial principal balance of CHF 40.0 million. Amounts outstanding under the NRP Loan bear interest at 0.63% per annum until the maturity date, which is September 30, 2036, with semi-annual required payments of principal amortization and accrued interest. In addition, the NRP Loan agreement includes restrictive covenants requiring certain minimum financial results (as defined in the agreement). (i) During the year ended July 31, 2023, the Company entered into new finance lease agreements for employee housing units at Whistler Blackcomb. The leases have a term of 20 years with no renewal options. 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 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. 87 Additionally, certain costs incurred with regard to the issuance of debt instruments are capitalized and included as a reduction in the net carrying value of long-term debt, net of accumulated amortization, with the exception of costs incurred related to line-of-credit arrangements, which are included in deferred charges and other assets, net of accumulated amortization. Amortization of such deferred financing costs are recorded to interest expense, net on the Company’s Consolidated Statements of Operations over the respective term of the applicable debt instruments. (l) Current maturities represent principal payments due in the next 12 months. Aggregate maturities for debt outstanding, including finance lease obligations, as of July 31, 2024 reflected by fiscal year are as follows (in thousands): Total 2025 $ 64,586 2026 632,202 2027 74,719 2028 55,772 2029 770,033 Thereafter 1,190,326 Total debt $ 2,787,638 The Company recorded interest expense of $ 161.8 million, $ 153.0 million and $ 148.2 million for the years ended July 31, 2024, 2023 and 2022, respectively, of which $ 6.3 million, $ 6.7 million and $ 5.9 million, respectively, was amortization of deferred financing costs. The Company was in compliance with all of its financial and operating covenants required to be maintained under its debt instruments for all periods presented. In connection with the acquisition of Whistler Blackcomb, VHI funded a portion of the purchase price through an intercompany loan to Whistler Blackcomb, which was effective as of November 1, 2016 and requires foreign currency remeasurement to Canadian dollars, the functional currency for Whistler Blackcomb. As a result, foreign currency fluctuations associated with the loan are recorded within the Company’s results of operations. The Company recognized approximately $ 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. 7. Acquisitions 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. 88 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. $ 106,809 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 On August 3, 2022, through a wholly-owned subsidiary, the Company acquired a 55 % controlling interest in Andermatt-Sedrun from Andermatt Swiss Alps AG (“ASA”). The consideration paid consisted of an investment of $ 114.4 million (CHF 110.0 million) into Andermatt-Sedrun for use in capital investments to enhance the guest experience on mountain (which was prepaid to fund the acquisition and was recorded in other current assets on the Company’s Consolidated Balance Sheet as of July 31, 2022) and $ 41.3 million (CHF 39.3 million) paid to ASA (which was paid on August 3, 2022, commensurate with closing). As of August 3, 2022 the total fair value of the consideration paid was $ 155.4 million (CHF 149.3 million). Andermatt-Sedrun operates mountain and ski-related assets, including lifts, most of the restaurants and a ski school operation at the ski area. Ski operations are conducted on land owned by ASA as freehold or leasehold properties, land owned by Usern Corporation, land owned by the municipality of Tujetsch and land owned by private property owners. ASA retained a 40% ownership stake, with a group of existing shareholders comprising the remaining 5% ownership stake. ASA and the other noncontrolling economic interests contain certain protective rights pursuant to a shareholder agreement (the “Andermatt Agreement”) and no ability to participate in the day-to-day operations of Andermatt-Sedrun. The Andermatt Agreement provides that no dividend distributions be made by Andermatt-Sedrun until the end of the fiscal year ending July 31, 2026, after which time there shall be annual distributions of 50% of the available cash (as defined in the Andermatt Agreement) for the most recently completed fiscal year. In addition, the distribution rights are non-transferable and transfer of the noncontrolling interests are limited. 89 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 Total cash consideration paid by Vail Resorts, Inc. $ 155,365 Estimated fair value of noncontrolling interests 91,524 Total estimated purchase consideration $ 246,889 Allocation of total estimated purchase consideration: Current assets $ 119,867 Property, plant and equipment 176,805 Goodwill 3,368 Identifiable intangible assets and other assets 7,476 Assumed long-term debt ( 44,130 ) Other liabilities ( 16,497 ) Net assets acquired $ 246,889 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 Andermatt-Sedrun are reported within the Mountain segment prospectively from the date of acquisition. Seven Springs Mountain Resort, Hidden Valley Resort & Laurel Mountain Ski Area On December 31, 2021, the Company, through a wholly-owned subsidiary, acquired Seven Springs Mountain Resort, Hidden Valley Resort and Laurel Mountain Ski Area in Pennsylvania (collectively, the “Seven Springs Resorts”) from Seven Springs Mountain Resort, Inc. and its affiliates for a cash purchase price of approximately $ 116.5 million, after adjustments for certain agreed-upon terms, which the Company funded with cash on hand. The acquisition included the mountain operations of the resorts, including base area skier services (food and beverage, retail and rental, lift ticket offices and ski and snowboard school facilities), as well as a hotel, conference center and other related operations. The following summarizes the purchase consideration and the purchase price allocation to estimated fair values of the identifiable assets acquired and liabilities assumed at the date the transaction was effective (in thousands): Acquisition Date Estimated Fair Value Current assets $ 2,932 Property, plant and equipment 118,415 Goodwill 5,041 Identifiable intangible assets and other assets 5,335 Liabilities ( 15,222 ) Net assets acquired $ 116,501 90 Identifiable intangible assets acquired in the transaction were primarily related to advanced lodging bookings and trade names. The process of estimating the fair value of the property, plant, and equipment includes the use of certain estimates and assumptions related to replacement cost and physical condition at the time of acquisition. The excess of the purchase price over the aggregate estimated fair values of the assets acquired and liabilities assumed was recorded as goodwill. The goodwill recognized is attributable primarily to expected synergies, the assembled workforce of the resorts and other factors, and is not expected to be deductible for income tax purposes. The Company recognized $ 2.8 million of acquisition related expenses associated with the transaction within Mountain and Lodging operating expense on its Consolidated Statement of Operations for the year ended July 31, 2022. The operating results of the acquired resorts are reported within the Mountain and Lodging segments prospectively from the date of acquisition. 8. Supplementary Balance Sheet Information The composition of other current assets follows (in thousands): July 31, 2024 2023 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): July 31, 2024 2023 Land and land improvements $ 804,287 $ 796,730 Buildings and building improvements 1,682,734 1,643,517 Machinery and equipment 1,984,549 1,792,378 Furniture and fixtures 316,510 298,725 Software 161,502 152,033 Vehicles 91,951 87,298 Construction in progress 116,872 134,113 Gross property, plant and equipment 5,158,405 4,904,794 Accumulated depreciation ( 2,735,770 ) ( 2,533,237 ) Property, plant and equipment, net $ 2,422,635 $ 2,371,557 Depreciation expense, which included depreciation of assets recorded under finance leases, for the years ended July 31, 2024, 2023 and 2022 totaled $ 271.8 million, $ 263.4 million and $ 247.2 million, respectively. The following table summarizes the composition of property, plant and equipment recorded under finance leases as of July 31, 2024 and 2023 (in thousands): July 31, 2024 2023 Land $ 31,818 $ 31,818 Land improvements 49,228 49,228 Buildings and building improvements 70,310 70,917 Machinery and equipment 85,416 71,527 Gross property, plant and equipment 236,772 223,490 Accumulated depreciation ( 107,740 ) ( 96,257 ) Property, plant and equipment, net $ 129,032 $ 127,233 91 The composition of goodwill and intangible assets follows (in thousands): July 31, 2024 2023 Goodwill Goodwill $ 1,721,017 $ 1,763,386 Accumulated impairments ( 25,688 ) ( 25,688 ) Accumulated amortization ( 17,354 ) ( 17,354 ) Goodwill, net $ 1,677,975 $ 1,720,344 Indefinite-lived intangible assets Trademarks $ 235,858 $ 237,921 Other 41,081 41,224 Total gross indefinite-lived intangible assets 276,939 279,145 Accumulated amortization ( 24,751 ) ( 24,713 ) Indefinite-lived intangible assets, net $ 252,188 $ 254,432 Amortizable intangible assets Trademarks $ 38,008 $ 38,008 Other 71,198 71,570 Total gross amortizable intangible assets 109,206 109,578 Accumulated amortization ( 58,859 ) ( 54,665 ) Amortizable intangible assets, net 50,347 54,913 Total gross intangible assets 386,145 388,723 Total accumulated amortization ( 83,610 ) ( 79,378 ) Total intangible assets, net $ 302,535 $ 309,345 Amortization expense for intangible assets subject to amortization for the years ended July 31, 2024, 2023 and 2022 totaled $ 4.7 million, $ 5.1 million and $ 5.2 million, respectively, and is estimated to be approximately $ 2.6 million annually, on average, for the next five fiscal years. The changes in the net carrying amount of goodwill allocated between the Company’s segments for the years ended July 31, 2024 and 2023 are as follows (in thousands): Mountain Lodging Goodwill, net Balance at July 31, 2022 $ 1,709,922 $ 45,006 $ 1,754,928 Acquisition (including measurement period adjustments) 3,368 — 3,368 Disposal of retail and rental stores (1) ( 5,975 ) — ( 5,975 ) Effects of changes in foreign currency exchange rates ( 31,977 ) — ( 31,977 ) Balance at July 31, 2023 1,675,338 45,006 1,720,344 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. 92 The composition of accounts payable and accrued liabilities follows (in thousands): July 31, 2024 2023 Trade payables $ 141,246 $ 148,521 Deferred revenue 575,766 572,602 Accrued salaries, wages and deferred compensation 43,269 38,908 Accrued benefits 60,940 60,466 Deposits 44,500 37,798 Operating lease liabilities 32,611 36,904 Other accruals 102,467 82,822 Total accounts payable and accrued liabilities $ 1,000,798 $ 978,021 9. Fair Value Measurements The Company utilizes FASB-issued fair value guidance that establishes how reporting entities should measure fair value for measurement and disclosure purposes. The guidance establishes a common definition of fair value applicable to all assets and liabilities measured at fair value and prioritizes the inputs into valuation techniques used to measure fair value. Accordingly, the Company uses valuation techniques which maximize the use of observable inputs and minimize the use of unobservable inputs when determining fair value. The three levels of the hierarchy are as follows: Level 1: Inputs that reflect unadjusted quoted prices in active markets that are accessible to the Company for identical assets or liabilities; Level 2: Inputs include quoted prices for similar assets and liabilities in active and inactive markets or that are observable for the asset or liability either directly or indirectly; and Level 3: Unobservable inputs which are supported by little or no market activity. The table below summarizes the Company’s cash equivalents, other current assets, Interest Rate Swaps and Contingent Consideration (defined below) measured at estimated fair value (all other assets and liabilities measured at fair value are immaterial) (in thousands). Estimated Fair Value Measurement as of July 31, 2024 Description Total Level 1 Level 2 Level 3 Assets: Money Market $ 896 $ 896 $ — $ — Commercial Paper $ 2,401 $ — $ 2,401 $ — Certificates of Deposit $ 101,989 $ — $ 101,989 $ — Interest Rate Swaps $ 2,343 $ — $ 2,343 $ — Liabilities: Contingent Consideration $ 104,200 $ — $ — $ 104,200 Estimated Fair Value Measurement as of July 31, 2023 Description Total Level 1 Level 2 Level 3 Assets: Money Market $ 170,872 $ 170,872 $ — $ — Commercial Paper $ 2,401 $ — $ 2,401 $ — Certificates of Deposit $ 144,365 $ — $ 144,365 $ — Interest Rate Swaps $ 17,229 $ — $ 17,229 $ — Liabilities: Contingent Consideration $ 73,300 $ — $ — $ 73,300 93 The Company’s cash equivalents, other current assets and Interest Rate Swaps are measured utilizing quoted market prices or pricing models whereby all significant inputs are either observable or corroborated by observable market data. The Company 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. 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 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): Contingent Consideration Balance as of July 31, 2022 $ 42,400 Payment ( 18,936 ) Change in estimated fair value 49,836 Balance as of July 31,2023 73,300 Payment ( 17,057 ) Change in estimated fair value 47,957 Balance as of July 31, 2024 $ 104,200 The Park City Lease provides for participating contingent payments (the “Contingent Consideration”) to the landlord of 42% of the amount by which EBITDA for the Park City resort operations, as calculated under the Park City Lease, exceeds approximately $35 million, as established upon the Company’s acquisition of the resort, with such threshold amount subsequently increased annually by an inflation linked index and a 10% adjustment for any capital improvements or investments made under the Park City Lease by the Company. Contingent Consideration is classified as a liability, which is remeasured to fair value at each reporting date until the contingency is resolved. The Company estimated the fair value of the Contingent Consideration payments using an option pricing valuation model. The estimated fair value of Contingent Consideration includes future period resort operations of Park City in the calculation of EBITDA on which participating contingent payments are made, which is determined on the basis of estimated subsequent year performance, escalated by an assumed annual growth factor and discounted to net present value. 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, 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. A change in the discount rate of 100 basis points or a 5% change in estimated subsequent year performance of the resort would result in a change in the estimated fair value within the range of approximately $14.6 million to $20.1 million. 94 10. Income Taxes The Company is subject to taxation in U.S. federal, state and local jurisdictions and various non-U.S. jurisdictions, including Australia, Canada, the Netherlands and Switzerland. The Company’s effective tax rate is impacted by the tax laws, regulations, practices and interpretations in the jurisdictions in which it operates and may fluctuate significantly from period to period depending on, among other things, the geographic mix of the Company’s profits and losses, changes in tax laws and regulations or their application and interpretation, the outcome of tax audits and changes in valuation allowances associated with the Company’s deferred tax assets. U.S. and foreign components of income before provision for income taxes are as follows (in thousands): Year Ended July 31, 2024 2023 2022 U.S. $ 225,408 $ 217,971 $ 387,729 Foreign 119,687 155,546 69,432 Income before income taxes $ 345,095 $ 373,517 $ 457,161 Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and income tax purposes. Significant components of the Company’s deferred tax liabilities and assets are as follows (in thousands): July 31, 2024 2023 Deferred income tax liabilities: Fixed assets $ 200,197 $ 211,995 Intangible assets 160,002 143,402 Operating lease right of use assets 61,730 45,913 Other 18,774 22,115 Total 440,703 423,425 Deferred income tax assets: Canyons obligation 18,813 18,631 Stock-based compensation 9,110 9,370 Investment in Partnerships 5,097 10,430 Deferred compensation and other accrued benefits 11,339 11,099 Contingent Consideration 25,251 18,423 Net operating loss carryforwards and other tax credits 20,082 14,864 Operating lease liabilities 64,550 48,953 Other, net 25,892 28,988 Total 180,134 160,758 Valuation allowance for deferred income taxes ( 15,553 ) ( 9,603 ) Deferred income tax assets, net of valuation allowance 164,581 151,155 Net deferred income tax liability $ 276,122 $ 272,270 The components of deferred income taxes recognized in the accompanying Consolidated Balance Sheets are as follows (in thousands): July 31, 2024 2023 Deferred income tax asset $ 3,693 $ 3,867 Deferred income tax liability 279,815 276,137 Net deferred income tax liability $ 276,122 $ 272,270 95 Significant components of the provision for income taxes are as follows (in thousands): Year Ended July 31, 2024 2023 2022 Current: Federal $ 44,759 $ 17,473 $ 62,974 State 10,550 6,759 13,938 Foreign 31,412 40,117 21,302 Total current 86,721 64,349 98,214 Deferred: Federal 6,764 23,813 ( 6,910 ) State ( 461 ) 1,372 1,966 Foreign 5,792 ( 1,120 ) ( 4,446 ) Total deferred 12,095 24,065 ( 9,390 ) Provision for income taxes $ 98,816 $ 88,414 $ 88,824 A reconciliation of the income tax provision for continuing operations and the amount computed by applying the United States federal statutory income tax rate to income before income taxes is as follows: Year Ended July 31, 2024 2023 2022 At U.S. federal income tax rate 21.0 % 21.0 % 21.0 % State income tax, net of federal benefit 2.9 % 2.2 % 3.8 % Change in uncertain tax positions 0.1 % ( 1.5 ) % ( 1.2 ) % 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 % Other 0.3 % ( 0.9 ) % 0.5 % Effective tax rate 28.6 % 23.7 % 19.4 % A reconciliation of the beginning and ending amount of unrecognized tax benefits associated with uncertain tax positions, excluding associated deferred tax benefits and accrued interest and penalties, if applicable, is as follows (in thousands): Year Ended July 31, 2024 2023 2022 Balance, beginning of year $ 51,680 $ 62,909 $ 67,857 Additions for tax positions of prior years 10,866 11,025 11,179 Lapse of statute of limitations ( 11,558 ) ( 22,254 ) ( 16,127 ) Balance, end of year $ 50,988 $ 51,680 $ 62,909 As of July 31, 2024, the Company’s unrecognized tax benefits associated with uncertain tax positions relate to the treatment of the Talisker lease payments as payments of debt obligations and that the tax basis in Canyons goodwill is deductible, and are included within other long-term liabilities in the accompanying Consolidated Balance Sheets. As of July 31, 2024, the Company had recorded $ 51.0 million of uncertain tax positions as well as $ 6.1 million of accrued interest and penalties. During the year ended July 31, 2024, the Company experienced a reduction in the uncertain tax positions due to the lapse of the statute of limitations of $ 11.6 million, which was partially offset with an increase to the uncertain tax position of $ 10.9 million. The Company also recognized a tax benefit of $ 1.0 million from a reduction in accrued interest and penalties during the year ended July 31, 2024. The Company is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months. Additionally, the Company expects a reduction to its uncertain tax positions for the fiscal year ending July 31, 2025, due to the lapse of the statute of limitations. 96 The Company’s major tax jurisdictions in which it files income tax returns are the U.S. federal jurisdiction, various state jurisdictions, Australia, Canada and Switzerland. The Company’s U.S. federal and state income tax returns are generally subject to tax examinations for the tax years 2020 through the current period. The Company’s Australian and Canadian income tax returns are generally subject to examination for the tax years 2019 through the current period, and Swiss income tax returns are generally subject to examination for the tax years 2018 through the current period. Additionally, to the extent the Company has NOLs that have been carried back or are available for carryforward, the tax years to which the NOL was carried back or in which the NOL was generated may still be adjusted by the taxing authorities to the extent the NOLs are utilized. The Company has NOL carryforwards totaling $ 92.6 million, primarily comprised of $ 5.9 million of federal and state NOLs as a result of the acquisition of Peak Resorts in September 2019 that will expire beginning July 31, 2034 and non-U.S. NOLs of $ 86.7 million (for which a portion will begin expiring July 31, 2025, and a portion will carry forward indefinitely). In connection with Peak Resorts’ initial public offering in November 2014, as well as the Company’s acquisition of Peak Resorts in September 2019, Peak Resorts had two ownership changes pursuant to the provisions of the Tax Reform Act of 1986. As a result, the Company’s usage of its eligible Federal NOL carryforwards will be limited each year by these ownership changes; however, management believes the full benefit of those carryforwards will be realized prior to their respective expiration dates. As of July 31, 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 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. The Company may be required to record additional valuation allowances if, among other things, adverse economic conditions negatively impact the Company’s ability to realize its deferred tax assets. Evaluating and estimating the Company’s tax provision, current and deferred tax assets and liabilities and other tax accruals requires significant management judgment. The Company intends to indefinitely reinvest undistributed earnings, if any, in its foreign subsidiaries. It is not practical at this time to determine the income tax liability related to any remaining undistributed earnings. 11. Commitments and Contingencies Guarantees/Indemnifications As of July 31, 2024, the Company had various letters of credit outstanding totaling $ 96.0 million, consisting of $ 53.4 million to support the Employee Housing Bonds; $ 6.4 million to support bonds issued by Holland Creek Metropolitan District; 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. workers compensation self-insurance programs. In addition to the guarantees noted above, the Company has entered into contracts in the normal course of business that include certain indemnifications under which it could be required to make payments to third parties upon the occurrence or non-occurrence of certain future events. These indemnities include indemnities related to licensees in connection with third-parties’ use of the Company’s trademarks and logos, liabilities associated with the infringement of other parties’ technology and software products, liabilities associated with the use of easements, liabilities associated with employment of contract workers and the Company’s use of trustees, and liabilities associated with the Company’s use of public lands and environmental matters. The duration of these indemnities generally is indefinite and generally do not limit the future payments the Company could be obligated to make. As permitted under applicable law, the Company and certain of its subsidiaries have agreed to indemnify their directors and officers over their lifetimes for certain events or occurrences while the officer or director is, or was, serving the Company or its subsidiaries in such a capacity. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company has a director and officer insurance policy that should enable the Company to recover a portion of any amounts paid. Unless otherwise noted, the Company has not recorded any significant liabilities for the letters of credit, indemnities and other guarantees noted above in the accompanying Consolidated Financial Statements, either because the Company has recorded on its Consolidated Balance Sheets the underlying liability associated with the guarantee, the guarantee is with respect to the Company’s own performance and is therefore not subject to the measurement requirements as prescribed by GAAP, or because the Company has calculated the estimated fair value of the indemnification or guarantee to be immaterial based on the current facts and circumstances that would trigger a payment under the indemnification clause. In addition, with respect to certain indemnifications it is not possible to determine the maximum potential amount of liability under these potential obligations due 97 to the unique set of facts and circumstances likely to be involved in each particular claim and indemnification provision. Historically, payments made by the Company under these obligations have not been material. As noted above, the Company makes certain indemnifications to licensees for their use of the Company’s trademarks and logos. The Company does not record any liabilities with respect to these indemnifications. Commitments The operations of Northstar are conducted on land and with operating assets owned by affiliates of EPR Properties, a real-estate investment trust, primarily under operating leases which were assumed in the acquisition of Northstar by the Company. In addition, the leases provide for the payment of percentage rent of certain gross revenues generated at the property over a revenue threshold which is incrementally adjusted annually. The initial term of the leases expires in fiscal 2027 and allows for three 10 -year extensions at the Company’s option. The operations of Perisher are conducted on land under a license and lease granted by the Office of Environment and Heritage, an agency of the New South Wales government, which initially commenced in 2008, and which the Company assumed in its acquisition of Perisher. The lease and license has a term that expires in fiscal 2048 and allows for an option to renew for an additional 20 years . The lease and license provide for the payment of an initial minimum annual base rent, with annual CPI increases, and percentage rent of certain gross revenue generated at the property. The operations of Falls Creek and Hotham are conducted on land under leases granted by the Governor of the State of Victoria, Australia and its dependencies, which initially commenced in 1991 and 1992, respectively, which the Company assumed in its acquisition of Falls Creek and Hotham in April 2019. The leases have terms that expire in fiscal 2041 for Falls Creek and fiscal 2058 for Hotham, and provide for the payment of rent with both a fixed and variable component. The operations of Mad River Mountain are conducted on land under a lease granted by EPT Mad River, Inc., which initially commenced in 2005, which the Company assumed in its acquisition of Peak Resorts in September 2019. The lease has a term that expires in the year ending July 31, 2035 , and provides for the payment of an initial minimum annual base rent, with annual CPI increases, and percentage rent of certain gross revenue generated at the property. The operations of Laurel Mountain are conducted on land under a concessioner lease agreement with the Commonwealth of Pennsylvania, acting through the Department of Conservation and Natural Resources (“Department”), which initially commenced in 2018, which the Company assumed in its acquisition of the Seven Springs Resorts in December 2021. The agreement has a term that expires in the year ending July 31, 2052 , and provides for the payment of an initial minimum annual base rent, with bi-annual CPI increases, and additional rent based on skier visits. The operations of Andermatt-Sedrun are conducted on (i) land owned by ASA as freehold or leasehold properties, including land owned by Usern Corporation, for which operations are conducted under a main framework concession agreement that expires in the year ending July 31, 2033 and provides for annual concession and administrative fee payments, and land owned by the Swiss Confederation, for which operations are conducted under leasehold agreements which expire in the years ending July 31, 2067 and 2068 ; (ii) land owned by the municipality of Tujetsch, for which operations are conducted under various building rights and rights of way which expire in the year ending July 31, 2033 and provide for annual concession fee payments; and (iii) land owned by private property owners. 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. The Company has executed or assumed as lessee other operating leases for the rental of office and commercial space, employee residential units and land primarily through fiscal 2095 . Certain of these leases have renewal terms at the Company’s option, escalation clauses, rent holidays and leasehold improvement incentives. Rent holidays and rent escalation clauses are recognized on a straight-line basis over the lease term. Leasehold improvement incentives are recorded as leasehold improvements and amortized over the shorter of their economic lives or the term of the lease. For the years ended July 31, 2024, 2023 and 2022, the Company recorded lease expense (including for the lease obligations discussed above), excluding executory costs, related to these agreements of $ 71.7 million, $ 71.3 million and $ 61.2 million, respectively, which is included on the accompanying Consolidated Statements of Operations. See Note 4, Leases, for additional information regarding the Company’s leasing arrangements. 98 Self-Insurance The Company is self-insured for claims under its U.S. health benefit plans and for the majority of workers’ compensation claims in the U.S. Workers compensation claims in the U.S. are subject to stop loss policies. The self-insurance liability related to workers’ compensation is determined actuarially based on claims filed. The self-insurance liability related to claims under the Company’s U.S. health benefit plans is determined based on analysis of actual claims. The amounts related to these claims are included as a component of accrued benefits in accounts payable and accrued liabilities (see Note 8, Supplementary Balance Sheet Information). Legal 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. As of July 31, 2024 and 2023, the accruals for such loss contingencies were not material individually or in the aggregate. 12. Segment and Geographic Area Information Segment Information The Company has three reportable segments: Mountain, Lodging and Real Estate. The Company refers to “Resort” as the combination of the Mountain and Lodging segments. The Mountain segment includes the operations of the Company’s mountain resorts/ski areas and related ancillary activities. The Lodging segment includes the operations of the Company’s owned hotels, RockResorts, NPS concessioner properties, condominium management, Colorado resort ground transportation operations and mountain resort golf operations. The Real Estate segment owns, develops and sells real estate in and around the Company’s resort communities. The Company’s reportable segments, although integral to the success of the others, offer distinctly different products and services and require different types of management focus. As such, these segments are managed separately. The Company reports its segment results using Reported EBITDA (defined as segment net revenue less segment operating expenses, plus segment equity investment income or loss, and for the Real Estate segment, plus gain or loss on sale of real property). The Company reports segment results in a manner consistent with management’s internal reporting of operating results to the chief operating decision maker (Chief Executive Officer) for purposes of evaluating segment performance. Items excluded from Reported EBITDA are significant components in understanding and assessing financial performance. Reported EBITDA should not be considered in isolation or as an alternative to, or substitute for, net income, net change in cash and cash equivalents or other financial statement data presented in the accompanying Consolidated Financial Statements as indicators of financial performance or liquidity. The Company utilizes Reported EBITDA in evaluating the performance of the Company and in allocating resources to its segments. Mountain Reported EBITDA consists of Mountain net revenue less Mountain operating expense plus Mountain equity investment income or loss. Lodging Reported EBITDA consists of Lodging net revenue less Lodging operating expense. Real Estate Reported EBITDA consists of Real Estate net revenue less Real Estate operating expense plus gain or loss on sale of real property. All segment expenses include an allocation of corporate administrative expense. Assets are not used to evaluate performance, except as shown in the table below. The accounting policies specific to each segment are the same as those described in Note 2, Summary of Significant Accounting Policies. 99 The following table presents key financial information by reportable segment, which is used by management in evaluating performance and allocating resources (in thousands): Year ended July 31, 2024 2023 2022 Net revenue: Mountain $ 2,544,370 $ 2,540,906 $ 2,213,114 Lodging 336,117 340,393 312,090 Total Resort net revenue 2,880,487 2,881,299 2,525,204 Real Estate 4,704 8,065 708 Total net revenue $ 2,885,191 $ 2,889,364 $ 2,525,912 Segment operating expense: Mountain $ 1,743,351 $ 1,718,941 $ 1,404,527 Lodging 313,099 328,126 286,343 Total Resort operating expense 2,056,450 2,047,067 1,690,870 Real Estate 9,514 10,635 5,911 Total segment operating expense $ 2,065,964 $ 2,057,702 $ 1,696,781 Gain on sale of real property $ 6,285 $ 842 $ 1,276 Mountain equity investment income, net $ 1,053 $ 605 $ 2,580 Reported EBITDA: Mountain $ 802,072 $ 822,570 $ 811,167 Lodging 23,018 12,267 25,747 Resort 825,090 834,837 836,914 Real Estate 1,475 ( 1,728 ) ( 3,927 ) Total Reported EBITDA $ 826,565 $ 833,109 $ 832,987 Real estate held for sale or investment $ 86,548 $ 90,207 $ 95,983 Reconciliation of net income attributable to Vail Resorts, Inc. to Total Reported EBITDA: Net income attributable to Vail Resorts, Inc. $ 230,405 $ 268,148 $ 347,923 Net income attributable to noncontrolling interests 15,874 16,955 20,414 Net income 246,279 285,103 368,337 Provision for income taxes 98,816 88,414 88,824 Income before provision for income taxes 345,095 373,517 457,161 Depreciation and amortization 276,493 268,501 252,391 Loss (gain) on disposal of fixed assets and other, net (1) 9,633 9,070 ( 43,992 ) Change in estimated fair value of contingent consideration 47,957 49,836 20,280 Investment income and other, net ( 18,592 ) ( 23,744 ) ( 3,718 ) Foreign currency loss on intercompany loans 4,140 2,907 2,682 Interest expense, net 161,839 153,022 148,183 Total Reported EBITDA $ 826,565 $ 833,109 $ 832,987 (1) During the year ended July 31, 2022, the Company recognized a gain of $ 32.2 million from the sale of a hotel property in Breckenridge. 100 Geographic Information 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, Net revenue 2024 2023 2022 U.S. $ 2,386,749 $ 2,366,342 $ 2,228,708 International (1) 498,442 523,022 297,204 Total net revenue $ 2,885,191 $ 2,889,364 $ 2,525,912 July 31, Long-lived assets 2024 2023 U.S. $ 2,858,275 $ 2,853,758 International (2) 1,925,108 1,882,018 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 $ 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. 13. Share Repurchase Program On March 9, 2006, the Company’s Board of Directors approved a share repurchase program, authorizing the Company to repurchase up to 3,000,000 Vail Shares. On July 16, 2008, 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, 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, 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. On August 16, 2022 the U.S. 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 $ 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. 14. Stock Compensation Plan The Company has a share award plan (the “Plan”) which has been approved by the Company’s stockholders. Under the Plan, up to 4.4 million shares of common stock could be issued in the form of options, stock appreciation rights, restricted shares, restricted share units, performance shares, performance share units, dividend equivalents or other share-based awards to employees, directors or consultants of the Company or its subsidiaries or affiliates. The terms of awards granted under the Plan, including exercise price, vesting period and life, are set by the Compensation Committee of the Board of Directors. All share- 101 based awards (except for restricted shares and restricted share units) granted under the Plan have a life of ten years . Most awards vest ratably over three years ; however, some have been granted with different vesting schedules. Of the awards outstanding, none have been granted to non-employees (except those granted to non-employee members of the Board of Directors of the Company) under the Plan. At July 31, 2024, approximately 1.8 million share-based awards were available to be granted under the Plan. The fair value of stock-settled stock appreciation rights (“SARs”) granted in the years ended July 31, 2024, 2023 and 2022 were estimated on the date of grant using a lattice-based option valuation model that applies the assumptions noted in the table below. A lattice-based model considers factors such as exercise behavior, and assumes employees will exercise equity awards at different times over the contractual life of the equity awards. As a lattice-based model considers these factors, and is more flexible, the Company considers it to be a better method of valuing equity awards than a closed-form Black-Scholes model. Because lattice-based option valuation models incorporate ranges of assumptions for inputs, those ranges are disclosed. Expected volatility is based on historical volatility of the Company’s stock. The Company uses historical data to estimate equity award exercises and employee terminations within the valuation model; separate groups of employees that have similar historical exercise behavior are considered separately for valuation purposes. The expected term of equity awards granted is derived from the output of the option valuation model and represents the period of time that equity awards granted are expected to be outstanding; the range given below results from certain groups of employees exhibiting different behavior. The risk-free rate for periods within the contractual life of the equity award is based on the United States Treasury yield curve in effect at the time of grant. Year ended July 31, 2024 2023 2022 Expected volatility 30.0 % 30.0 % 31.0 % Expected dividend yield 3.4 % 3.2 % 2.1 % Expected term (average in years) 6.4 - 6.7 6.5 - 6.8 6.4 - 6.8 Risk-free rate 4.0 - 5.4 % 2.7 - 3.0 % 0.1 - 1.2 % The Company records actual forfeitures related to unvested awards upon employee terminations. A summary of aggregate SARs award activity under the Plan as of July 31, 2024, 2023 and 2022, and changes during the years then ended is presented below (in thousands, except exercise price and contractual term): Awards Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at July 31, 2021 873 $ 181.17 Granted 97 $ 360.69 Exercised ( 278 ) $ 93.32 Forfeited or expired ( 13 ) $ 271.04 Outstanding at July 31, 2022 679 $ 241.13 Granted 176 $ 220.73 Exercised ( 92 ) $ 222.14 Forfeited or expired ( 53 ) $ 280.09 Outstanding at July 31, 2023 710 $ 235.69 Granted 181 $ 226.71 Exercised ( 15 ) $ 197.88 Forfeited or expired ( 125 ) $ 244.56 Outstanding at July 31, 2024 751 $ 232.81 6.0 years $ 5,049 Vested and expected to vest at July 31, 2024 741 $ 232.88 5.9 years $ 5,049 Exercisable at July 31, 2024 497 $ 230.76 4.6 years $ 5,049 The weighted-average grant-date estimated fair value of SARs granted during the years ended July 31, 2024, 2023 and 2022 was $ 60.03 , $ 55.37 and $ 96.20 , respectively. The total intrinsic value of SARs exercised during the years ended July 31, 2024, 2023 and 2022 was $ 0.5 million, $ 3.0 million and $ 69.1 million, respectively. 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 102 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): Awards Weighted-Average Grant-Date Fair Value Nonvested at July 31, 2023 251 $ 62.96 Granted 181 $ 60.03 Vested ( 119 ) $ 62.88 Forfeited ( 60 ) $ 63.21 Nonvested at July 31, 2024 253 $ 60.73 A summary of the status of the Company’s nonvested restricted share units as of July 31, 2024 and changes during the year then ended is presented below (in thousands, except fair value amounts): Awards Weighted-Average Grant-Date Fair Value Nonvested at July 31, 2023 169 $ 227.87 Granted 132 $ 204.68 Vested ( 80 ) $ 232.56 Forfeited ( 27 ) $ 213.55 Nonvested at July 31, 2024 194 $ 212.14 The Company granted 132,000 restricted share units during the year ended July 31, 2024 with a weighted-average grant-date estimated fair value of $ 204.68 . 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 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. These units had a total estimated fair value of $ 18.4 million, $ 13.3 million and $ 23.7 million at the date of vesting for the years ended July 31, 2024, 2023 and 2022, respectively. As of July 31, 2024, there was $ 33.9 million of total unrecognized compensation expense related to nonvested share-based compensation arrangements granted under the Plan, of which $ 20.3 million, $ 11.8 million and $ 1.8 million of expense is expected to be recognized in the years ending July 31, 2025, 2026 and 2027, respectively, assuming no share-based awards are granted in the future or forfeited. The tax benefit realized or expected to be realized from SARs exercised and restricted stock units vested was $ 0.8 million, $ 2.5 million and $ 23.0 million for the years ended July 31, 2024, 2023 and 2022, respectively. The Company has a policy of using either authorized and unissued shares, including shares acquired by purchase in the open market, to satisfy equity award exercises. 15. Retirement and Profit Sharing Plans The Company maintains a defined contribution retirement plan (the “Retirement Plan”), qualified under Section 401(k) of the Internal Revenue Code, for its U.S. employees. Under this Retirement Plan, U.S. employees are eligible to make before-tax contributions on the first day of the calendar month following the later of: (i) their employment commencement date or (ii) the date they turn 21. Participants may contribute up to 100 % of their qualifying annual compensation up to the annual maximum specified by the Internal Revenue Code. When the Company participates in 401(k) contribution matching, it matches an amount equal to 50 % of each participant’s contribution up to 6 % of a participant’s bi-weekly qualifying compensation starting the pay period containing the first day of the month after obtaining the later of: (i) 12 months of employment with at least 1,000 service hours from the commencement date or (ii) if 1,000 hours within the first 12 months was not completed, then after the employee completed a cumulative 1,500 service hours. The Company’s matching contribution is entirely discretionary and may be reduced or eliminated at any time. 103 Total Retirement Plan expense recognized by the Company for the years ended July 31, 2024, 2023 and 2022 was $ 10.8 million, $ 9.8 million and $ 8.5 million, respectively. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None.