What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-09-29 compared with 2024-09-26 · 286 added, 172 removed, 1192 unchanged (28% of the section changed)

20 unchanged sentences

Based on this assessment, management concluded that, as of July 31, 2025, 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, 2025, as stated in the Report of Independent Registered Public Accounting Firm on the following page.

21 unchanged sentences

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

1 unchanged sentence

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;

expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

5 unchanged sentences

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”).

As described in Note 9 to the consolidated financial statements, the Company has established a liability of $93.3 million as of July 31 , 2025 for additional amounts that management believes are likely to be paid to the landlord of Park City (the “Contingent Consideration”).

The Company remeasures the Contingent Consideration to fair value at each reporting date until the contingency is resolved.

90 unchanged sentences

( 9,379 ) ( 47,957 ) ( 49,836 )

(Loss) gain on disposal of fixed assets and other, net ( 9,633 ) ( 9,070 ) 43,992

Gain (loss) on disposal of fixed assets and other, net 6,933 ( 9,633 ) ( 9,070 )

Income from operations 559,960 488,849 504,420

2 unchanged sentences

Investment income and other, net 10,126 18,592 23,744

Foreign currency loss on intercompany loans (Note 6)

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

20 ( 4,140 ) ( 2,907 )

22 unchanged sentences

Comprehensive income 318,169 168,446 261,032

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

Comprehensive (income) loss attributable to noncontrolling interests ( 28,766 ) 5,729 ( 16,488 )

Comprehensive income attributable to Vail Resorts, Inc.

17 unchanged sentences

Total comprehensive income 244,544 16,488 261,032

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

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

Stock-based compensation expense (Note 14)

6 unchanged sentences

— — — ( 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 ) 859,405 ( 984,306 ) 989,642 331,713 1,321,355

Comprehensive income:

Comprehensive income (loss):

Net income — — — 231,105 — 231,105 15,874 246,979

1 unchanged sentence

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

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

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

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

Total comprehensive income (loss) 174,175 ( 5,729 ) 168,446

Stock-based compensation expense (Note 14)

10 unchanged sentences

Balance, July 31, 2024 469 1,145,610 ( 67,288 ) 766,826 ( 1,135,685 ) 709,932 314,946 1,024,878

Comprehensive income (loss):

Comprehensive income:

Net income — — — 280,004 — 280,004 17,972 297,976

1 unchanged sentence

Change in estimated fair value of hedging instruments, net of tax — — ( 1,755 ) — — ( 1,755 ) — ( 1,755 )

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

Total comprehensive income 289,403 28,766 318,169

Stock-based compensation expense (Note 14)

6 unchanged sentences

— — — ( 328,168 ) — ( 328,168 ) — ( 328,168 )

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

— — — — — — 14,084 14,084

Distributions to noncontrolling interests, net — — — — — — ( 14,307 ) ( 14,307 )

12 unchanged sentences

Deferred income taxes, net ( 20,952 ) 6,702 23,456

Loss (gain) on disposal of fixed assets and other, net 9,633 9,070 ( 43,992 )

(Gain) loss on disposal of fixed assets and other, net ( 6,933 ) 9,633 9,070

Change in estimated fair value of contingent consideration 9,379 47,957 49,836

Other non-cash (income) expense, net ( 7,754 ) ( 4,687 ) 3,510

Other non-cash income, net ( 29,014 ) ( 2,745 ) ( 4,140 )

Changes in assets and liabilities, net of effects of acquisitions:

9 unchanged sentences

Acquisition of businesses, net of cash acquired — ( 94,356 ) ( 38,567 )

Deposit returned (paid) for acquisition of business — 114,506 ( 114,414 )

Deposit returned for acquisition of business — — 114,506

Investments in short-term deposits — — ( 86,756 )

5 unchanged sentences

Proceeds from borrowings under 5.625% Notes 500,000 — —

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

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

Proceeds from borrowings under Vail Holdings Credit Agreement 350,000 — —

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

Repayments of borrowings under Vail Holdings Credit Agreement ( 399,219 ) ( 55,859 ) ( 62,500 )

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

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 )

Repurchases of 0.0% Convertible Notes ( 48,000 ) — —

Dividends paid ( 328,168 ) ( 323,684 ) ( 314,350 )

Repurchases of common stock ( 270,000 ) ( 150,000 ) ( 500,000 )

Employee taxes paid for share award exercises ( 8,036 ) ( 5,625 ) ( 5,486 )

Other financing activities, net ( 39,224 ) ( 41,868 ) ( 20,275 )

1 unchanged sentence

Effect of exchange rate changes on cash, cash equivalents and restricted cash 11,630 ( 6,947 ) ( 3,702 )

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

Net increase (decrease) in cash, cash equivalents and restricted cash 119,356 ( 236,030 ) ( 553,014 )

Cash, cash equivalents and restricted cash:

28 unchanged sentences

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

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.

30 unchanged sentences

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.

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.

14 unchanged sentences

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.

Translation adjustments from currency exchange, including intercompany transactions of a long-term nature, are recorded in accumulated other comprehensive income (loss) 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 gain (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.

9 unchanged sentences

Deferred tax assets and liabilities are recorded for the estimated future tax effects of temporary differences between the tax bases of assets and liabilities and amounts reported in the accompanying Consolidated Balance Sheets and for operating loss and tax credit carrybacks or carryforwards.

The change in deferred tax assets and liabilities for the period measures the deferred tax provision or benefit for the period.

The change in deferred tax assets and liabilities for the

period measures the deferred tax provision or benefit for the period.

Effects of changes in enacted tax laws on deferred tax assets and liabilities are reflected as adjustments to the tax provision or benefit in the period of enactment.

The Company’s deferred tax assets have been reduced by a valuation allowance to the extent it is deemed to be more likely than not that some or

all of the deferred tax assets will not be realized.

The Company’s deferred tax assets have been reduced by a valuation allowance to the extent it is deemed to be more likely than not that some or all of the deferred tax assets will not be realized.

The Company recognizes liabilities for uncertain tax positions based on a two-step process.

3 unchanged sentences

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).

Fair Value of Financial Instruments — The estimated fair values of the 6.50% Notes, 5.625% 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):

The carrying values, including any unamortized premium or discount, and estimated fair values of the 6.50% Notes, 5.625% Notes 0.0% Convertible Notes, EPR Secured Notes and NRP Loan as of July 31, 2025 are presented below (in thousands):

July 31, 2025

1 unchanged sentence

6.50% Notes $ 600,000 $ 617,448

5.625% Notes $ 500,000 $ 503,175

0.0% Convertible Notes $ 525,000 $ 509,906

19 unchanged sentences

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.

The Company previously 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 and no interest rate swaps have been entered into

since that date.

The accounting for changes in fair value of hedging instruments depends on the effectiveness of the hedge.

In order to qualify for hedge accounting, the underlying hedged item must expose the Company to risks associated with market fluctuations and the financial instrument used must reduce the Company’s exposure to market fluctuation throughout the hedge period.

Changes in estimated fair value of the Interest Rate Swaps are recorded within change in estimated fair value of hedging instruments, net of tax, on the

Company’s Consolidated Statements of Comprehensive Income, and such change was recorded as a (loss) gain of $( 11.1 ) million, $ 3.7 million and $ 18.9 million during the years ended July 31, 2024, 2023 and 2022, respectively.

Changes in estimated fair value of the Interest Rate Swaps are recorded within change in estimated fair value of hedging instruments, net of tax, on the Company’s Consolidated Statements of Comprehensive Income, and such changes were recorded as a (loss) gain of $( 1.8 ) million, $( 11.1 ) million and $ 3.7 million during the years ended July 31, 2025, 2024 and 2023, 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.

During the years ended July 31, 2024 and 2023, gains of $ 16.1 million and $ 11.0 million, respectively, were reclassified into interest expense, net from other comprehensive income.

See Note 9, Fair Value Measurements, for more information.

5 unchanged sentences

For contracts that contain lease and non-lease components, the Company accounts for these components separately.

The Company allocates consideration between lease and non-lease components based on their relative standalone prices, which are estimated when observable prices are not readily available.

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.

7 unchanged sentences

Actual results could differ from those estimates.

Revision of Previously Issued Consolidated Financial Statements — During the year ended July 31, 2025, the Company identified an immaterial error in its accounting for the EPR Secured Notes (as defined in Note 6, Long-Term Debt), which resulted in an understatement of non-cash interest expense, long-term debt due within one year and long-term debt, net for the years ended July 31, 2024 and July 31, 2023.

The Company also identified an immaterial error in its accounting for certain completed capital projects, which resulted in an understatement of depreciation expense and overstatement of property, plant and equipment, net for the years ended July 31, 2024 and July 31 2023.

The Company evaluated the errors and concluded that they were not material, individually or in the aggregate, to its previously issued Consolidated Financial Statements.

To correct the immaterial errors, the Company elected to revise its previously issued Consolidated Financial Statements for the years ended July 31, 2024 and July 31, 2023.

The revision of the Consolidated Financial Statements also includes the correction of other previously identified immaterial errors in its Consolidated Financial Statements which the Company had evaluated or recorded as out of period adjustments in prior periods.

The Company had previously determined that these errors did not, individually or in the aggregate, result in a material error of its previously issued Consolidated Financial Statements, and the Company reached the same conclusion when aggregating with the errors identified during the year ended July 31, 2025.

Accordingly, the accompanying Consolidated Financial Statements and relevant footnotes in this Annual Report on Form 10-K have been revised to correct for such errors.

Further information regarding the errors and related revisions is included in Note 16, Revision of Previously Issued Consolidated Financial Statements.

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.

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):

1 unchanged sentence

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.

The Company will adopt the standard during the fourth quarter of its fiscal year ending July 31,

2026 and is in the process of evaluating the effect that the adoption of this standard will have on its Consolidated Condensed Financial Statements.

In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses,” which will expand the disclosures regarding a public entity’s expenses by providing disaggregation of certain costs and expenses.

The ASU primarily requires that, for each interim and annual reporting period, an entity disclose the amounts of purchases of inventory, employee compensation, depreciation, and intangible asset amortization, as well as other certain qualitative disclosures regarding costs and expenses.

The ASU is effective for fiscal years beginning after December 15, 2026 (the Company’s fiscal year ending July 31, 2028), and interim periods thereafter, with early adoption permitted.

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

Recently Adopted Standards

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 requires Company’s provide enhanced segment disclosures, including disclosures regarding significant segment expenses, on an interim and annual basis.

The Company adopted the standard for the year ended July 31, 2025.

Refer to Note 12, Segment and Geographic Area Information.

Revenue Recognition

23 unchanged sentences

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.

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.

38 unchanged sentences

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.

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.

6 unchanged sentences

The term between invoicing and when payment is due is not significant.

For certain products or

services and customer types, contracts require payment before the products are delivered or services are provided to the customer.

For certain products or services and customer types, contracts require payment before the products are delivered or services are provided to the customer.

Impairment losses related to contract assets are recognized through the Company’s allowance for doubtful accounts analysis.

33 unchanged sentences

Interest on lease liabilities $ 39,930 $ 38,671 $ 37,562

Variable interest $ 2,639 $ 2,587 $ 2,536

Operating leases:

34 unchanged sentences

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

The current portion of finance lease liabilities is presented within long-term debt due within one year in the accompanying Consolidated Balance Sheets.

The Canyons finance lease obligation was $ 374.9 million and $ 369.1 million as of July 31, 2025 and 2024, 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%.

7 unchanged sentences

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

The Northstar Resort finance lease obligation was $12.1 million as of July 31, 2025, which represents the minimum lease payments for the remaining 13 year reassessed term of the lease, net of amounts representing interest, discounted using an interest rate of 6.6%.

As of July 31, 2025, the Company has recorded $12.0 million of net finance lease ROU assets in connection with these leases, net of $1.1 million of accumulated amortization, which is included within property, plant and equipment, net in the Company’s Consolidated Balance Sheet.

Net Income per Common Share

2 unchanged sentences

Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised, resulting in the issuance of shares of common stock that would then share in the earnings of Vail Resorts.

In connection with the Company’s acquisition of Whistler Blackcomb in October 2016, the Company issued consideration in the form of shares of Vail Resorts common stock (the “Vail Shares”), redeemable preferred shares of the Company’s wholly-

owned Canadian subsidiary Whistler Blackcomb Holdings Inc.

(“Exchangeco 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 , 2025 , 2024 and 2023 (in thousands, except per share amounts):

5 unchanged sentences

Weighted-average Vail Shares outstanding 37,155 37,155 37,868 37,868 39,654 39,654

Weighted-average Exchangeco shares outstanding — — — — 32 32

Total Weighted-average shares outstanding 37,155 37,155 37,868 37,868 39,654 39,654

6 unchanged sentences

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 is required to settle the remaining 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.

2 unchanged sentences

For the years ended July 31 , 2025 , 2024 and 2023, the price of Vail Shares did not exceed the conversion price and therefore there was no impact to diluted EPS during those periods.

During the years ended July 31, 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 .

During the years ended July 31 , 2025 , 2024, and 2023 the Company paid cash dividends of $ 8.88 per share, $ 8.56 per share, and $ 7.94 per share, respectively ($ 328.2 million, $ 323.7 million, and $ 314.4 million respectively).

On September 26, 2025 , the Company’s Board approved a cash dividend of $ 2.22 per share payable on October 27, 2025 to stockholders of record as of October 9, 2025 .

Long-Term Debt

7 unchanged sentences

2032 600,000 600,000

6.25% Notes (b)

5.625% Notes (c)

2030 500,000 —

0.0% Convertible Notes (c)

0.0% Convertible Notes (d)

2026 525,000 575,000

Whistler Credit Agreement revolver (d)

EPR Secured Notes (e)

Whistler Credit Agreement revolver (e)

EPR Secured Notes (f)

114,162 114,162

Employee housing bonds (f)

Employee housing bonds (g)

52,575 52,575

Canyons obligation (g)

Canyons obligation (h)

2063 374,864 369,143

2036 37,109 37,088

Whistler Blackcomb employee housing leases (i)

Whistler Blackcomb employee housing leases (j)

2042 27,416 27,887

1 unchanged sentence

Total debt 3,194,005 2,787,638

Unamortized premiums, discounts and debt issuance costs (k)

Current maturities (l)

Unamortized premiums, discounts and debt issuance costs (l)

( 269 ) ( 3,168 )

Current maturities (m)

599,509 59,314

Long-term debt, net $ 2,594,765 $ 2,731,492

1 unchanged sentence

(“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.

The Vail Holdings Credit Agreement matures on April 24, 2029 and consists of a revolving credit facility, which was undrawn as of July 31 , 2025 , and a term loan facility, which had an outstanding balance of $ 910.5 million as of July 31 , 2025 .

The term loan facility is subject to quarterly amortization of principal of approximately $ 12.3 million, in equal installments, for a total of 5% principal payable in each year and the final payment of all amounts outstanding, plus accrued and unpaid interest due is 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).

5 unchanged sentences

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 , 2025 ).

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 %.

The Company was previously party to various interest rate swap agreements 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.

On January 27, 2025, VHI entered into the First Amendment to the Vail Holdings Credit Agreement (the “First Amendment”).

The First Amendment, among other things, increased the revolving credit facility by $ 100.0 million to an aggregate principal amount of $ 600.0 million, and provided for an incremental term loan facility in aggregate principal amount of $ 450.0 million in the form of delayed draw term loans.

On July 2, 2025 the Company reduced the delayed draw term loan commitment by $ 175.0 million pursuant to the Ninth Amended and Restated Credit Agreement.

The remaining

$ 275.0 million incremental term loan facility is available to be drawn upon at any time at the Company’s option, and any undrawn capacity within the $ 275.0 million facility will expire on January 27, 2026.

While undrawn, any unused portion of the incremental term loan facility incurs a fee equal to 0.30% per annum.

Any delayed draw term loan borrowings, upon funding, would be subject to the same interest and principal payment terms and the same maturity date as the outstanding borrowings under the term loan facility.

No other material terms of the Vail Holdings Credit Agreement were amended.

Proceeds from any borrowings on the incremental term loan facility and the increase in the revolving credit loan facility, both of which are undrawn as of July 31 , 2025 , are available to be used to refinance the Company’s 0.0% Convertible Notes, as discussed further below.

(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 $ 600.0 million of 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.

11 unchanged sentences

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”).

(c) On July 2, 2025, the Company completed an offering of $ 500.0 million aggregate principal amount of 5.625 % senior notes due 2030 at par, in a private placement conducted pursuant to Rule 144A of the Securities Act of 1933, as amended.

The 5.625% Notes were issued under an indenture dated July 2, 2025 (the “5.625% Indenture”) between the Company and U.S.

Bank Trust Company, National Association, as Trustee.

The 5.625% Notes are senior unsecured obligation of the Company and are guaranteed by certain of the Company’s domestic subsidiaries.

The Company will pay interest on the 5.625% Notes on January 15 and July 15 of each year commencing on January 15, 2026, and the 5.625% Notes will mature on July 15, 2030.

The 5.625% Notes are redeemable, in whole or in part, at any time on or after July 15, 2027 at the redemption prices specified in the 2025 Indenture dated as of July 2, 2025 (the “2025 Indenture”) plus accrued and unpaid interest.

Prior to July 15, 2027, the Company may redeem some or all of the 5.625% 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 2025 Indenture.

In addition, prior to July 15, 2027, the Company may redeem up to 40% of the aggregate principal amount of the 5.625% Notes with an amount not to exceed the net cash proceeds from certain equity offerings at the redemption price of 105.625% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

The 5.625% 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 2025 Indenture).

The 2025 Indenture requires that, upon the occurrence of a Change of Control Repurchase Event (as defined in the 2025 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 5.625% 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 5.625% Notes equal to the excess net cash proceeds at a purchase price of 100% of their principal amount, plus accrued and unpaid interest.

The 2025 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 2025 Indenture).

The 2025 Indenture does not contain any financial maintenance covenants.

Certain of the covenants will not apply to the 5.625% Notes so long as the 5.625% Notes have investment grade ratings from two specified rating agencies and no event of default has occurred and is continuing under the 2025 Indenture.

The 2025 Indenture includes customary events of default, including failure to make payment, failure to comply with the obligations set forth in the 2025 Indenture, certain defaults on certain other indebtedness, certain events of bankruptcy, insolvency or reorganization, and invalidity of the guarantees of the 5.625% Notes issued pursuant to the 2025 Indenture.

(d) 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.

2 unchanged sentences

The 0.0% Convertible Notes mature on January 1, 2026, unless earlier repurchased, redeemed or converted.

On January 30, 2025, the Company completed separate, privately negotiated repurchases for an aggregate principal amount of $ 50.0 million of its 0.0% Convertible Notes with a limited number of holders for an aggregate cash repurchase price of approximately $ 48.0 million, representing a gain on extinguishment of debt of approximately $ 2.0 million, which the Company recorded within gain (loss) on disposal of fixed assets and other, net on its Consolidated Statements of Operations during the year ended July 31 , 2025 .

Following the repurchases, approximately $ 525.0 million aggregate principal amount of the 0.0% Convertible Notes remain outstanding, which is reflected within long-term debt due within one year as of July 31 , 2025 given the maturity date of January 1, 2026.

Proceeds from any borrowings on the incremental term loan facility and the increase in the revolving credit facility with regard to the First Amendment of the Vail Holdings Credit Agreement, as discussed further above, are undrawn as of July 31 , 2025 , and are available to be used to refinance the Company’s 0.0% Convertible Notes.

The 0.0% Convertible Notes are general senior unsecured obligations of the Company.

18 unchanged sentences

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.

(e) 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 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

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

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

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

3 unchanged sentences

No other significant terms of the agreement were amended.

As of July 31, 2024, there were no borrowings under the Whistler Credit Agreement.

As of July 31 , 2025 , consisting of a C$ 300.0 million credit facility, under which there were no borrowings.

On September 24, 2025, we amended the Whistler Credit Agreement primarily to extend the maturity date to September 24, 2030, and to reduce the total commitment from C$ 300.0 million to C$250.0 million.

The Whistler Credit Agreement also includes a quarterly unused commitment fee based on the Consolidated Total Leverage Ratio, which as of July 31 , 2025 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.

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.

(f) 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.

27 unchanged sentences

The EPR Secured Notes were recorded at their estimated fair value in conjunction with the acquisition of Peak Resorts on September 24, 2019.

The EPR Agreements grant EPR certain other rights including the option to purchase

the Boston Mills, Brandywine, Jack Frost, Big Boulder or Alpine Valley resorts, which is exercisable no sooner than two years and no later than one year prior to the maturity dates of the applicable EPR Secured Note for such properties, with any closings to be held on the applicable maturity dates;

The EPR Agreements grant EPR certain other rights including the option to purchase the Boston Mills, Brandywine, Jack Frost, Big Boulder or Alpine Valley resorts, which is exercisable no sooner than two years and no later than one year prior to the maturity dates of the applicable EPR Secured Note for such properties, with any closings to be held on the applicable maturity dates;

and, if EPR exercises the purchase option, EPR will enter into an agreement with the Company for the lease of each acquired property for an initial term of 20 years, plus options to extend the lease for two additional periods of ten years each.

(f) The Company has recorded the outstanding debt of four Employee Housing Entities (each an “Employee Housing Entity” and collectively the “Employee Housing Entities”):

(g) The Company has recorded the outstanding debt of four Employee Housing Entities (each an “Employee Housing Entity” and collectively the “Employee Housing Entities”):

Breckenridge Terrace, Tarnes, BC Housing and Tenderfoot.

12 unchanged sentences

$ 37,780 $ 14,795 $ 52,575

(g) On May 24, 2013 , VR CPC Holdings, Inc.

(h) On May 24, 2013 , VR CPC Holdings, Inc.

(“VR CPC”), a wholly-owned subsidiary of the Company, entered into a transaction agreement with affiliate companies of Talisker Corporation (“Talisker”) pursuant to which the parties entered into a master lease agreement (the “Park City Lease”) and certain ancillary transaction documents on May 29, 2013 related to the former stand-alone Canyons Resort (“Canyons”), pursuant to which the Company assumed the resort operations of the Canyons.

3 unchanged sentences

The obligation at July 31, 2025 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 $ 69.5 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.

(i) 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.

(j) 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, 2025 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.

(k) 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.

The Company received approximately $ 17.3 million of proceeds for these sales transactions through the year ended July 31, 2025, 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.

(l) 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.

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.

(m) Current maturities represent principal payments due in the next 12 months.

Aggregate maturities for debt outstanding, including finance lease obligations, as of July 31, 2025 reflected by fiscal year are as follows (in thousands):

6 unchanged sentences

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.

The Company recognized approximately $ 0.0 million, $( 4.1 ) million and $( 2.9 ) million of non-cash foreign currency gain (loss) on the intercompany loan to Whistler Blackcomb during the years ended July 31, 2025, 2024 and 2023, respectively, on its Consolidated Statements of Operations.

During the year ended July 31, 2025, Whistler Blackcomb repaid $ 25.7 million of the outstanding principal on the intercompany loan and as of July 31, 2025, the remaining balance of the intercompany loan was $ 6.4 million.

27 unchanged sentences

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 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 under Swiss tax law.

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

24 unchanged sentences

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

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.

Supplementary Balance Sheet Information

52 unchanged sentences

Acquisition (including measurement period adjustments) 2,796 — 2,796

Disposal of retail and rental stores (1)

( 5,975 ) — ( 5,975 )

Effects of changes in foreign currency exchange rates

5 unchanged sentences

Balance at July 31, 2025 $ 1,630,209 $ 45,006 $ 1,675,215

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

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

21 unchanged sentences

Certificates of Deposit $ 65,962 $ — $ 65,962 $ —

Interest Rate Swaps $ 2,343 $ — $ 2,343 $ —

Contingent Consideration $ 93,300 $ — $ — $ 93,300

6 unchanged sentences

Contingent Consideration $ 104,200 $ — $ — $ 104,200

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 Company’s cash equivalents, restricted cash, 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 interest rate swaps expired on September 23, 2024 and therefore had no estimated fair value as of July 31, 2025.

The estimated fair value of the interest rate swaps was included within other current assets on the Company’s Consolidated Balance Sheet as of July 31, 2024.

The changes in Contingent Consideration during the years ended July 31 , 2025 and 2024 were as follows (in thousands):

5 unchanged sentences

Balance as of July 31, 2025 $ 93,300

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.

The lease for Park City 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 lease, exceeds inflation linked threshold and an adjustment equal to 10% of any capital improvements or investments made under the 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.

2 unchanged sentences

Other significant assumptions included a discount rate of 11.2%, 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.

2 unchanged sentences

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 $13.6 million to $18.5 million.

During the year ended July 31, 2025, the Company made a payment to the landlord for Contingent Consideration of approximately $ 20.3 million and recorded an increase in the liability of approximately $ 9.4 million, primarily related to the estimated Contingent Consideration payment for the fiscal year ending July 31, 2025, which is partially offset by the impact of an increase in expected capital expenditures at Park City during the years ending July 31, 2025 and 2026.

These changes resulted in an estimated fair value of the Contingent Consideration of approximately $ 93.3 million, which is reflected in accounts payable and other long-term liabilities in the Company’s Consolidated Condensed Balance Sheet as of July 31, 2025.

The Company is subject to taxation in U.S.

52 unchanged sentences

Stock-based compensation 0.3 % 0.4 % 0.7 %

Foreign partnership basis adjustment 1.4 % — % — %

Noncontrolling interests ( 0.9 ) % ( 1.0 ) % ( 1.0 ) %

Foreign taxes 2.5 % 3.6 % 3.2 %

Taxes related to prior year filings ( 0.7 ) % 0.3 % ( 0.1 ) %

Other ( 0.3 ) % — % ( 0.8 ) %

12 unchanged sentences

During the year ended July 31, 2025, the Company experienced a reduction in the uncertain tax positions due to the lapse of the statute of limitations of $ 11.4 million, which was partially offset with an increase to the uncertain tax position of $ 10.7 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 also had additional net interest expense of $0.4 million from a net increase in accrued interest and penalties during the year ended July 31, 2025.

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.

6 unchanged sentences

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).

The Company has NOL carryforwards totaling $ 124.4 million, primarily comprised of $ 18.8 million of federal and state NOLs that will expire beginning July 31, 2034 and non-U.S.

NOLs of $ 105.6 million (for which a portion will begin expiring July 31, 2025).

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.

4 unchanged sentences

The Company has also recorded a valuation allowance of $4.0 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.

2 unchanged sentences

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

On July 4, 2025, the U.S.

government enacted, H.R.

1, the One Big Beautiful Bill Act (“OBBBA”).

The OBBBA maintains the 21% corporate tax rate and makes permanent many of the provisions from the Tax Cuts and Jobs Act of 2017 which had expired or were expiring.

These provisions include more favorable interest deductibility and the permanent extension of 100% bonus depreciation on capital expenditures.

The impacts of OBBBA are not anticipated to be material based on current operations, however the Company will continue to evaluate any future impacts to the Consolidated Financial Statements.

Commitments and Contingencies

12 unchanged sentences

Unless otherwise noted, the Company has not recorded any significant liabilities for the letters of credit, indemnities and other guarantees noted above in the accompanying Consolidated Financial Statements, either because the Company has recorded on its Consolidated Balance Sheets the underlying liability associated with the guarantee, the guarantee is with respect to the Company’s own performance and is therefore not subject to the measurement requirements as prescribed by GAAP, or because the Company has calculated the estimated fair value of the indemnification or guarantee to be immaterial based on the current facts and circumstances that would trigger a payment under the indemnification clause.

In addition, with respect to certain indemnifications it is not possible to determine the maximum potential amount of liability under these potential obligations due

to the unique set of facts and circumstances likely to be involved in each particular claim and indemnification provision.

In addition, with respect to certain indemnifications it is not possible to determine the maximum potential amount of liability under these potential obligations due to the unique set of facts and circumstances likely to be involved in each particular claim and indemnification provision.

Historically, payments made by the Company under these obligations have not been material.

6 unchanged sentences

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 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.

49 unchanged sentences

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.

The Company reports segment results in a manner consistent with management’s internal reporting of operating results to the chief operating decision maker (the “CODM”), who monitors Reported EBITDA compared to budget and prior comparable periods at the segment level to assess segment performance and make decisions regarding the investment of capital allocation of resources.

The Company’s CODM is the Chief Executive Officer.

We believe Reported EBITDA serves as a measure that assists our CODM and our investors in comparing our segments' performance on a consistent basis.

Mountain Reported EBITDA consists of Mountain net revenue less Mountain operating expense plus Mountain equity investment income or loss.

4 unchanged sentences

The accounting policies specific to each segment are the same as those described in Note 2, Summary of Significant Accounting Policies.

The following table presents key financial information by reportable segment, which is used by management in evaluating performance and allocating resources (in thousands):

The following table presents key financial information by reportable segment (in thousands):

Year ended July 31,

6 unchanged sentences

Segment operating expense:

Mountain $ 1,743,351 $ 1,718,941 $ 1,404,527

Lodging 313,099 328,126 286,343

Labor and labor-related benefits $ 760,955 $ 731,153 $ 744,613

Retail cost of sales 97,289 107,093 118,717

Resort related fees 111,830 110,113 104,797

General and administrative 373,404 350,788 325,903

468,973 444,204 424,911

Total Mountain operating expense 1,812,451 1,743,351 1,718,941

Labor and labor-related benefits 138,041 139,840 148,915

General and administrative 60,310 59,239 63,562

Reimbursed payroll costs 14,290 16,287 17,251

98,603 97,733 98,398

Total Lodging operating expense 311,244 313,099 328,126

Total Resort operating expense 2,123,695 2,056,450 2,047,067

Real Estate 9,514 10,635 5,911

Cost of sales — 3,607 5,146

6,213 5,907 5,489

Total Real Estate operating expense 6,213 9,514 10,635

Total segment operating expense $ 2,129,908 $ 2,065,964 $ 2,057,702

17 unchanged sentences

Depreciation and amortization 296,437 279,073 269,178

Loss (gain) on disposal of fixed assets and other, net (1)

9,633 9,070 ( 43,992 )

(Gain) loss on disposal of fixed assets and other, net ( 6,933 ) 9,633 9,070

Change in estimated fair value of contingent consideration 9,379 47,957 49,836

Investment income and other, net ( 10,126 ) ( 18,592 ) ( 23,744 )

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

Foreign currency (gain) loss on intercompany loans ( 20 ) 4,140 2,907

Interest expense, net 171,628 164,599 155,446

Total Reported EBITDA $ 862,762 $ 826,565 $ 833,109

(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.

(1) Other segment operating expense primarily includes cost of sales, fuel, supplies, repairs and maintenance, professional services, rent, utilities and property taxes.

The CODM uses consolidated expense information to manage operations and is not regularly provided disaggregated other segment items.

Geographic Information

13 unchanged sentences

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.

Canada accounted for $ 335.3 million, $ 326.2 million and $ 321.7 million of net revenue for the year ended July 31, 2025, 2024 and 2023, respectively.

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

1 unchanged sentence

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.

On March 9, 2006, the Company’s Board approved a share repurchase program, authorizing the Company to repurchase up to 3,000,000 Vail Shares.

On July 16, 2008, December 4, 2015, March 7, 2023, September 25, 2024, and June 4, 2025 the Company’s Board increased the authorization by an additional 3,000,000 , 1,500,000 , 2,500,000 , 1,100,000 and 1,500,000 Vail Shares, respectively, for a total authorization to repurchase up to 12,600,000 Vail Shares.

During the years ended July 31, 2025, 2024 and 2023, the Company repurchased 1,690,503 , 721,378 and 2,182,594 Vail Shares, respectively (at a total cost of $ 270.0 million, $ 150.0 million and $ 500.0 million, respectively, excluding accrued excise tax, as discussed further below).

1 unchanged sentence

As of July 31, 2025, 1,539,817 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.

1 unchanged sentence

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.

As a result, the Company accrued approximately $ 2.6 million and $ 1.4 million of excise tax in connection with the share repurchases it completed during the years ended July 31, 2025 and 2024, respectively, 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, 2025 and 2024.

Stock Compensation Plan

The Company has a share award plan (the “Plan”) which has been approved by the Company’s stockholders.

On December 5, 2024 (the “Effective Date”), the stockholders of the Company approved the Vail Resorts, Inc.

2024 Omnibus Incentive Plan (the “2024 Plan”), a copy of which is attached hereto as Exhibit 10.25.

A description of the material terms of the 2024 Plan was included in the Company’s definitive proxy statement relating to the Annual Meeting as filed with the Securities and Exchange Commission on October 23, 2024.

The 2024 Plan superseded the Company’s previously approved incentive plans, including the Company’s 2015 Omnibus Incentive Plan (“2015 Plan”) and Amended and Restated 2002 Long-Term Incentive and Share Award Plan (“2002 Plan”).

As of the Effective Date, no awards shall be granted under the 2015 Plan or 2002 Plan.

The number of shares, if any, that are subject to Awards issued under the 2015 Plan or 2002 Plan that are forfeited, canceled, terminated, or surrendered on or after the Effective Date shall be extinguished and unavailable for Awards under the 2024 Plan, the 2015 Plan, or 2002 Plan.

Under the 2024 Plan, up to 1.5 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.

based awards (except for restricted shares and restricted share units) granted under the Plan have a life of ten years .

The terms of awards granted under the Plan, including exercise price, vesting period and life, are set by the Compensation Committee of the Board.

All share-based awards (except for restricted shares and restricted share units) granted under the Plan have a life of ten years .

Most awards vest ratably over three years ;

however, some have been granted with different vesting schedules.

Of the awards outstanding, none have been granted to non-employees (except those granted to non-employee members of the Board of Directors of the Company) under the Plan.

Of the awards outstanding, none have been granted to non-employees (except those granted to non-employee members of the Board of the Company) under the Plan.

At July 31, 2025, approximately 1.5 million share-based awards were available to be granted under the Plan.

38 unchanged sentences

The Company had 219,000 , 119,000 and 120,000 SARs that vested during the years ended July 31, 2025, 2024 and 2023, respectively.

These awards had total estimated fair

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

These awards had total estimated fair values of $ 0.0 million (due to the exercise prices exceeding the market prices at the date of vesting), $ 0.9 million and $ 0.0 million (due to the exercise prices exceeding the market prices at the date of vesting) at the date of vesting for the years ended July 31, 2025, 2024 and 2023, respectively.

A summary of the status of the Company’s nonvested SARs as of July 31, 2025 and changes during the year then ended is presented below (in thousands, except fair value amounts):

30 unchanged sentences

Total Retirement Plan expense recognized by the Company for the years ended July 31, 2025, 2024 and 2023 was $ 11.0 million, $ 10.8 million and $ 9.8 million, respectively.

Revision of Previously Issued Consolidated Financial Statements

As disclosed in Note 2, during the year ended July 31, 2025, the Company identified errors to the Consolidated Financial Statements for the years ended July 31, 2024 and July 31, 2023 relating to the misapplication of the interest method in the accounting for the EPR Secured Notes and its accounting for certain completed capital projects.

Although the Company concluded that these errors were not material, either individually or in the aggregate, to its current or previously issued Consolidated Financial Statements, the Company elected to revise its previously issued Consolidated Financial Statements to correct the errors.

In conjunction with the revision, the Company is also correcting for other previously identified immaterial errors that were previously corrected for as out of period adjustments in the period of identification.

Due to certain errors originating prior to the year ended July 31, 2023, the opening retained earnings balance as of August 1, 2022 was understated by $ 12.0 million, primarily due to the impact of $ 6.9 million of non-cash interest expense that should have been recorded in prior periods.

The revisions include corrections of previously identified errors to the Consolidated Balance Sheets for operating lease liabilities and right of use assets and adjustments to the income tax payable and income tax receivable for items identified during its reconciliation of completed income tax returns to its income tax provision that impacted jurisdictional netting.

The accompanying Consolidated Statements of Cash Flows have been revised to correct a misclassification between operating and financing activities related to interest on finance lease obligations, and to reflect changes related to the items discussed above.

There were no other changes to the Consolidated Statements of Stockholders’ Equity that have not otherwise been reflected in the Consolidated Balance Sheets, Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income or described above.

The following tables present the revisions to the Consolidated Balance Sheets, Consolidated Statements of Operations, Consolidated Statements of Comprehensive Income and Consolidated Statements of Cash Flows for the years ended July 31, 2024 and July 31, 2023 (in thousands, except per share amounts) :

July 31, 2024

Consolidated Balance Sheets As Reported Adjustment As Revised

Other current assets $ 79,558 $ ( 9,400 ) $ 70,158

Total current assets 911,361 ( 9,400 ) 901,961

Property, plant and equipment, net (Note 8)

2,422,635 ( 4,105 ) 2,418,530

Operating right-of-use assets (Note 4)

256,627 1,641 258,268

Total assets 5,698,437 ( 11,864 ) 5,686,573

Income taxes payable 55,358 ( 8,930 ) 46,428

Long-term debt due within one year (Note 6)

57,153 2,161 59,314

Total current liabilities 1,113,309 ( 6,769 ) 1,106,540

Long-term debt, net (Note 6)

2,721,597 9,895 2,731,492

Operating lease liabilities (Note 4)

233,465 1,641 235,106

Deferred income taxes, net (Note 10)

279,815 ( 3,026 ) 276,789

Total liabilities 4,659,954 1,741 4,661,695

Retained earnings 780,431 ( 13,605 ) 766,826

Total Vail Resorts, Inc.

stockholders’ equity 723,537 ( 13,605 ) 709,932

Total stockholders’ equity 1,038,483 ( 13,605 ) 1,024,878

Total liabilities and stockholders’ equity $ 5,698,437 $ ( 11,864 ) $ 5,686,573

Year Ended July 31, 2024

Consolidated Statements of Operations As Reported Adjustment As Revised

Depreciation and amortization $ ( 276,493 ) $ ( 2,580 ) $ ( 279,073 )

Income from operations 491,429 ( 2,580 ) 488,849

Interest expense, net ( 161,839 ) ( 2,760 ) ( 164,599 )

Income before provision for income taxes 345,095 ( 5,340 ) 339,755

Provision for income taxes (Note 10)

( 98,816 ) 6,040 ( 92,776 )

Net income 246,279 700 246,979

Net income attributable to Vail Resorts, Inc.

230,405 700 231,105

Basic net income per share attributable to Vail Resorts, Inc.

$ 6.08 $ 0.02 $ 6.10

Diluted net income per share attributable to Vail Resorts, Inc.

$ 6.07 $ 0.02 $ 6.09

Year Ended July 31, 2024

Consolidated Statements of Comprehensive Income As Reported Adjustment As Revised

Net income $ 246,279 $ 700 $ 246,979

Comprehensive income 167,746 700 168,446

Comprehensive income attributable to Vail Resorts, Inc.

$ 173,475 $ 700 $ 174,175

Year Ended July 31, 2024

Consolidated Statements of Cash Flows As Reported Adjustment As Revised

Net income $ 246,279 $ 700 $ 246,979

Depreciation and amortization 276,493 2,580 279,073

Deferred income taxes, net 12,095 ( 5,393 ) 6,702

Other non-cash (income), net ( 7,754 ) 5,009 ( 2,745 )

Income taxes payable ( 42,794 ) ( 648 ) ( 43,442 )

Net cash provided by operating activities 586,774 2,248 589,022

Other financing activities, net ( 39,620 ) ( 2,248 ) ( 41,868 )

Net cash (used in) financing activities $ ( 574,788 ) $ ( 2,248 ) $ ( 577,036 )

Year Ended July 31, 2023

Consolidated Statements of Operations As Reported Adjustment As Revised

Depreciation and amortization $ ( 268,501 ) $ ( 677 ) $ ( 269,178 )

Income from operations 505,097 ( 677 ) 504,420

Interest expense, net ( 153,022 ) ( 2,424 ) ( 155,446 )

Income before provision for income taxes 373,517 ( 3,101 ) 370,416

Provision for income taxes (Note 10)

( 88,414 ) 778 ( 87,636 )

Net income 285,103 ( 2,323 ) 282,780

Net income attributable to Vail Resorts, Inc.

268,148 ( 2,323 ) 265,825

Basic net income per share attributable to Vail Resorts, Inc.

$ 6.76 $ ( 0.06 ) $ 6.70

Diluted net income per share attributable to Vail Resorts, Inc.

$ 6.74 $ ( 0.05 ) $ 6.69

Year Ended July 31, 2023

Consolidated Statements of Comprehensive Income As Reported Adjustment As Revised

Net income $ 285,103 $ ( 2,323 ) $ 282,780

Comprehensive income 263,355 ( 2,323 ) 261,032

Comprehensive income attributable to Vail Resorts, Inc.

$ 246,867 $ ( 2,323 ) $ 244,544

Year Ended July 31, 2023

Consolidated Statements of Cash Flows As Reported Adjustment As Revised

Net income $ 285,103 $ ( 2,323 ) $ 282,780

Depreciation and amortization 268,501 677 269,178

Deferred income taxes, net 24,065 ( 609 ) 23,456

Other non-cash (income), net ( 4,687 ) 547 ( 4,140 )

Net cash provided by operating activities 639,563 ( 1,708 ) 637,855

Other financing activities, net ( 21,983 ) 1,708 ( 20,275 )

Net cash (used in) financing activities $ ( 915,708 ) $ 1,708 $ ( 914,000 )

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data