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VAIL RESORTS INC (MTN)

CIK: 0000812011. SIC: 7990 Services-Miscellaneous Amusement & Recreation. Latest 10-K as of: 2025-09-29.

SIC breadcrumb: Services > Amusement And Recreation Services > SIC 7990 Services-Miscellaneous Amusement & Recreation

SEC company page: https://www.sec.gov/edgar/browse/?CIK=812011. Latest filing source: 0000812011-25-000104.

Selected Fundamentals

MetricValueUnitFYFiled
Revenue2,964,347,000USD20252025-09-29
Net income280,004,000USD20252025-09-29
Assets5,777,885,000USD20252025-09-29

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2025-09-29. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000812011.json. Derived margins are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Missing metrics are omitted rather than fabricated.

Metric2016201720182019202020212022202320242025
Revenue1,601,286,0001,907,218,0002,011,553,0002,271,575,0001,963,704,0001,909,710,0002,525,912,0002,889,364,0002,885,191,0002,964,347,000
Net income149,754,000210,553,000379,898,000301,163,00098,833,000127,850,000347,923,000265,825,000231,105,000280,004,000
Operating income282,979,000379,256,000408,817,000476,269,000223,389,000261,016,000601,728,000504,420,000488,849,000559,960,000
Diluted EPS4.015.229.137.322.423.138.556.696.097.53
Assets2,482,018,0004,110,718,0004,064,984,0004,426,077,0005,244,232,0006,251,056,0006,318,028,0005,947,754,0005,686,573,0005,777,885,000
Liabilities1,593,552,0002,311,759,0002,253,321,0002,699,237,0003,712,565,0004,421,988,0004,470,544,0004,612,094,0004,661,695,0005,023,981,000
Stockholders' equity874,540,0001,571,156,0001,589,434,0001,500,627,0001,316,742,0001,594,599,0001,612,439,0001,003,947,000709,932,000424,499,000
Cash and cash equivalents67,897,000117,389,000178,145,000108,850,000390,980,0001,243,962,0001,107,427,000562,975,000322,827,000440,290,000
Net margin9.35%11.04%18.89%13.26%5.03%6.69%13.77%9.20%8.01%9.45%
Operating margin17.67%19.89%20.32%20.97%11.38%13.67%23.82%17.46%16.94%18.89%

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-06-08. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000812011.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

QuarterEnd DateRevenueNet IncomeDiluted EPSMethod
2023-Q12022-10-31-3.40reported discrete quarter
2023-Q22023-01-315.16reported discrete quarter
2023-Q32023-04-308.18reported discrete quarter
2023-Q42023-07-31269,768,000-128,566,000derived Q4 = FY annual - nine-month YTD
2024-Q12023-10-31258,565,000-175,512,000-4.60reported discrete quarter
2024-Q22024-01-311,077,958,000219,299,0005.76reported discrete quarter
2024-Q32024-04-301,283,282,000361,995,0009.54reported discrete quarter
2024-Q42024-07-31265,386,000-175,377,000derived Q4 = FY annual - nine-month YTD
2025-Q12024-10-31260,275,000-172,836,000-4.61reported discrete quarter
2025-Q22025-01-311,137,225,000245,548,0006.56reported discrete quarter
2025-Q32025-04-301,295,558,000392,752,00010.54reported discrete quarter
2025-Q42025-07-31271,289,000-185,460,000derived Q4 = FY annual - nine-month YTD
2026-Q12025-10-31271,029,000-186,752,000-5.20reported discrete quarter
2026-Q22026-01-311,083,932,000210,007,0005.87reported discrete quarter
2026-Q32026-04-301,205,175,000314,435,0008.81reported discrete quarter

Quarterly Charts

Macro Cross-References

Latest quarter (10-Q)

Latest 10-Q source: 0000812011-26-000026.

Extracted between Part I Item 2 and the next Item 3/4 or Part II heading after HTML sanitization. Confidence: high. Filing date: 2026-06-08. Report date: 2026-04-30.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Vail Resorts, Inc., together with its subsidiaries, is referred to throughout this Quarterly Report on Form 10-Q for the period ended April 30, 2026 (“Form 10-Q”) as “we,” “us,” “our” or the “Company.”

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended July 31, 2025 (“Form 10-K”) and the Consolidated Condensed Financial Statements as of April 30, 2026 and 2025 and for the three and nine months then ended, included in Part I, Item 1 of this Form 10-Q, which provide additional information regarding our financial position, results of operations and cash flows. To the extent that the following MD&A contains statements which are not of a historical nature, such statements are forward-looking statements, which involve risks and uncertainties. See “Forward-Looking Statements” below. These risks include, but are not limited to, those discussed in our filings with the Securities and Exchange Commission (“SEC”), including the risks described in Item 1A. “Risk Factors” of Part I of our Form 10-K, which was filed on September 29, 2025.

The MD&A includes discussion of financial performance within each of our three segments. We have chosen to specifically include segment Reported EBITDA (defined as segment net revenue less segment operating expense, plus segment equity investment income or loss, and for the Real Estate segment, plus gain or loss on sale of real property) in the following discussion because we consider this measurement to be a significant indication of our financial performance. We utilize segment Reported EBITDA in evaluating our performance and in allocating resources to our segments. Net Debt (defined as long-term debt, net plus long-term debt due within one year less cash and cash equivalents) is included in the following discussion because we consider this measure to be a significant indication of our available capital resources. We also believe that Net Debt is an important measurement as it is an indicator of our ability to obtain additional capital resources for our future cash needs. Resort Reported EBITDA (defined as the combination of segment Reported EBITDA of our Mountain and Lodging segments), Total Reported EBITDA (which is Resort Reported EBITDA plus segment Reported EBITDA from our Real Estate segment) and Net Debt are not measures of financial performance or liquidity defined under accounting principles generally accepted in the United States (“GAAP”). Refer to the end of the Results of Operations section for a reconciliation of net income attributable to Vail Resorts, Inc. to Total Reported EBITDA and Resort Reported EBITDA, and long-term debt, net to Net Debt.

Items excluded from Resort Reported EBITDA, Total Reported EBITDA and Net Debt are significant components in understanding and assessing financial performance or liquidity. Resort Reported EBITDA, Total Reported EBITDA and Net Debt 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 Consolidated Condensed Financial Statements as indicators of financial performance or liquidity. Because Resort Reported EBITDA, Total Reported EBITDA and Net Debt are not measurements determined in accordance with GAAP and are thus susceptible to varying calculations, Resort Reported EBITDA, Total Reported EBITDA and Net Debt, as presented herein, may not be comparable to other similarly titled measures of other companies. In addition, our segment Reported EBITDA (i.e., Mountain, Lodging and Real Estate), the measure of

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segment profit or loss required to be disclosed in accordance with GAAP, may not be comparable to other similarly titled measures of other companies.

The following discussion has been adjusted to reflect our revision of previously issued Consolidated Condensed Financial Statements to correct for prior period misstatements, which we concluded did not, either individually or in the aggregate, result in a material misstatement of our previously issued Consolidated Condensed Financial Statements. Further information regarding the revision is included in Note 2, Summary of Significant Accounting Policies and Note 11, Revision of Previously Issued Consolidated Condensed Financial Statements of the Notes to the Consolidated Condensed Financial Statements contained in this Quarterly Report on Form 10-Q.

Overview

Our operations are grouped into three integrated and interdependent segments: Mountain, Lodging and Real Estate. We refer to “Resort” as the combination of the Mountain and Lodging segments.

Mountain Segment

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 our 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 our Australian ski areas, including lodging and transportation operations. Mountain segment revenue is seasonal, with the majority of revenue earned from our North American and European ski operations occurring in our second and third fiscal quarters and the majority of revenue earned from our Australian ski operations occurring in our first and fourth fiscal quarters. Our North American and European Resorts typically experience their peak operating season for the Mountain segment from mid-December through mid-April, and our Australian ski areas typically experience their peak operating season from June to early October. Consequently, our first and fourth fiscal quarters are seasonally low periods as most of our North American and European ski operations are generally not open for business, and the activity of our Australian ski areas’ peak season and our North American and European summer operating results are not sufficient to offset the losses incurred during these seasonally low periods. Revenue of the Mountain segment during the first and fourth fiscal quarters is primarily generated from summer and group related visitation at our North American and European destination mountain resorts, retail/rental operations and peak season Australian ski operations. Our largest source of Mountain segment revenue is the sale of lift tickets and pass products, which represented approximately 65% and 64% of Mountain segment revenue for the three months ended April 30, 2026 and 2025, respectively, and approximately 60% and 59% of Mountain segment revenue for the nine months ended April 30, 2026 and 2025, respectively.

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Lift revenue is driven by volume and pricing. Pricing is impacted by absolute pricing, as well as both the demographic and geographic mix of guests, which impacts the price points at which various products are purchased. The demographic mix of guests that visit our North American Resorts is divided into two primary categories: (i) out-of-state and international (“Destination”) guests; and (ii) in-state and local (“Local”) guests. The geographic mix depends on levels of visitation to our destination mountain resorts versus our regional ski areas. For the 2025/2026 North American ski season, Destination guests comprised approximately 58% of our North American destination mountain resort skier visits (excluding complimentary access), while Local guests comprised approximately 42% of our North American destination mountain resort skier visits (excluding complimentary access), which compares to 56% and 44%, respectively, for the 2024/2025 North American ski season. Skier visitation at our regional ski areas is largely comprised of Local guests. Destination guests generally purchase our higher-priced lift tickets (including pass products) and utilize more ancillary services such as ski school, dining and retail/rental, as well as lodging proximate to our mountain resorts. Additionally, Destination guest visitation is less likely to be impacted by changes in the weather during the current season, but may be more impacted by adverse economic conditions, the global geopolitical climate, travel disruptions or weather conditions in the immediately preceding ski season. Local guests tend to be more value-oriented and weather-sensitive.

We offer a variety of pass products for all of our Resorts, marketed toward both Destination and Local guests. Our pass product offerings range from providing access to one or a combination of our Resorts for a certain number of days to our Epic Pass, which allows pass holders unlimited and unrestricted access to all of our Resorts. The Epic Day Pass is a customizable one to seven day pass product purchased in advance of the season, for those skiers and riders who expect to ski a certain number of days during the season, and which is available in three tiers of resort access offerings. Our pass products provide a compelling value proposition to our guests, which in turn assists us in developing a loyal base of customers who commit to ski at our Resorts generally in advance of the ski season and typically ski more days each season at our Resorts than those guests who do not buy pass products. Additionally, we enter into strategic long-term pass alliance agreements with third-party mountain resorts, which further increase the value proposition of our pass products. For the 2025/2026 ski season, our pass alliances include Telluride Ski Resort in Colorado, Hakuba Valley and Rusutsu Resort in Japan, Resorts of the Canadian Rockies in Canada, Les 3 Vallées in France, Disentis Ski Area and Verbier 4 Vallées in Switzerland, Skirama Dolomiti in Italy and Ski Arlberg, Sölden, Saalbach and Zell am See-Kaprun, Mayrhofen and Hintertux and Silvretta Montafon in Austria. Our pass program drives strong customer loyalty; mitigates exposure to more weather sensitive guests; generates additional ancillary spending; and provides cash flow in advance of winter season operations. In addition, our pass program attracts new guests to our Resorts. Our pass products, including the Epic Pass and Epic Day Pass, are predominately sold prior to the start of the ski season. Pass product revenue, although primarily collected prior to the ski season, is recognized in the Consolidated Condensed Statements of Operations throughout the ski season on a straight-line basis using the number of skiable days of the season-to-date period relative to the total estimated number of skiable days of the season.

Lift revenue consists of pass product lift revenue (“pass revenue”) and non-pass product lift revenue (“non-pass revenue”). For the nine months ended April 30, 2026 and 2025, approximately 70% and 66%, respectively, of our total lift revenue recognized was derived from pass revenue.

The cost structure of our mountain resort operations has a significant fixed component with variable expenses including, but not limited to, land use permit or lease fees, credit card fees, retail/rental cost of sales and labor, ski school labor and dining operations; as such, profit margins can fluctuate greatly based on the level of revenues.

Lodging Segment

Operations within the Lodging segment include: (i) ownership/management of a group of luxury hotels through the RockResorts brand proximate to our Colorado and Utah mountain resorts; (ii) ownership/management of non-RockResorts branded hotels and condominiums proximate to our North American Resorts; (iii) National Park Service (“NPS”) concessioner properties, including the Grand Teton Lodge Company (“GTLC”); (iv) a Colorado resort ground transportatio

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization. Confidence: high. Filing date: 2025-09-29. Report date: 2025-07-31.

ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the Consolidated Financial Statements and notes related thereto included in this Form 10-K. To the extent that the following MD&A contains statements which are not of a historical nature, such statements are forward-looking statements which involve risks and uncertainties. These risks include, but are not limited to, those discussed in Item 1A. “Risk Factors” in this Form 10-K. The following discussion and analysis should be read in conjunction with the Forward-Looking Statements section and Item 1A. “Risk Factors,” each included in this Form 10-K.

The MD&A includes discussion of financial performance within each of our three segments. We have chosen to specifically include segment Reported EBITDA (defined as segment net revenue less segment operating expense, plus segment equity investment income or loss, and for the Real Estate segment, plus gain or loss on sale of real property) in the following discussion because we consider this measurement to be a significant indication of our financial performance. We utilize segment Reported EBITDA in evaluating our performance and in allocating resources to our segments. Net Debt (defined as long-term debt, net plus long-term debt due within one year less cash and cash equivalents) is included in the following discussion because we consider this measurement to be a significant indication of our available capital resources. We also believe that Net Debt is an important measurement as it is an indicator of our ability to obtain additional capital resources for our future cash needs. Resort Reported EBITDA (defined as the combination of segment Reported EBITDA of our Mountain and Lodging segments), Total Reported EBITDA (which is Resort Reported EBITDA plus segment Reported EBITDA from our Real Estate segment) and Net Debt are not measures of financial performance or liquidity defined under accounting principles generally accepted in the United States (“GAAP”). Refer to the end of the Results of Operations section for a

43

reconciliation of net income attributable to Vail Resorts, Inc. to Total Reported EBITDA and Resort Reported EBITDA, and long-term debt, net to Net Debt.

Items excluded from Resort Reported EBITDA, Total Reported EBITDA and Net Debt are significant components in understanding and assessing financial performance or liquidity. Resort Reported EBITDA, Total Reported EBITDA and Net Debt 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 Consolidated Financial Statements. Because Resort Reported EBITDA, Total Reported EBITDA and Net Debt are not measurements determined in accordance with GAAP and are thus susceptible to varying calculations, Resort Reported EBITDA, Total Reported EBITDA and Net Debt, as presented herein, may not be comparable to other similarly titled measures of other companies. In addition, our segment Reported EBITDA (i.e. Mountain, Lodging and Real Estate), the measure of segment profit or loss required to be disclosed in accordance with GAAP, may not be comparable to other similarly titled measures of other companies.

Overview

Our operations are grouped into three integrated and interdependent segments: Mountain, Lodging and Real Estate. We refer to “Resort” as the combination of the Mountain and Lodging segments. The Mountain, Lodging and Real Estate segments represented approximately 89%, 11% and 0%, respectively, of our net revenue for Fiscal 2025.

Mountain Segment

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 our regional ski areas, which tend to generate skier visits predominantly from their respective local markets.

Additionally, we operate ancillary services, primarily including ski school, dining and retail/rental operations, and for our Australian ski areas, including lodging and transportation operations. Mountain segment revenue is seasonal, with the majority of revenue earned from our North American and European ski operations occurring in our second and third fiscal quarters and the majority of revenue earned from our Australian ski operations occurring in our first and fourth fiscal quarters. Our North American and European Resorts typically experience their peak operating season for the Mountain segment from mid-December through mid-April, and our Australian ski areas typically experience their peak operating season from June to early October. Our largest source of Mountain segment revenue comes from the sale of lift tickets (including pass products), which represented approximately 57%, 57% and 56% of Mountain segment net revenue for Fiscal 2025, the fiscal year ended July 31, 2024 (“Fiscal 2024”) and the fiscal year ended July 31, 2023 (“Fiscal 2023”), respectively.

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Lift revenue is driven by volume and pricing. Pricing is impacted by absolute pricing, as well as both the demographic and geographic mix of guests, which impacts the price points at which various products are purchased. The demographic mix of guests that visit our North American Resorts is divided into two primary categories: (i) out-of-state and international (“Destination”) guests and (ii) in-state and local (“Local”) guests. The geographic mix depends on levels of visitation to our destination mountain resorts versus our regional ski areas. For the 2024/2025 North American ski seasons, Destination guests comprised approximately 56% of our North American destination mountain resort skier visits (excluding complimentary access), while Local guests comprised approximately 44%. For both the 2023/2024 and 2022/2023 North American ski seasons, Destination guests comprised approximately 57% of our North American destination mountain resort skier visits (excluding complimentary access), while Local guests comprised approximately 43%. Skier visitation at our regional ski areas is largely comprised of Local guests. Destination guests generally utilize more ancillary services such as ski school, dining and retail/rental, as well as lodging at or around our mountain resorts. Additionally, Destination guest visitation is less likely to be impacted by changes in the weather during the current season, but may be more impacted by adverse economic conditions, the global geopolitical climate, travel disruptions or weather conditions in the immediately preceding ski season. Local guests tend to be more value-oriented and weather-sensitive.

We offer a variety of pass products for all of our Resorts, marketed toward both Destination and Local guests. Our pass product offerings range from providing access to one or a combination of our Resorts for a certain number of days to our Epic Pass, which allows pass holders unlimited and unrestricted access to all of our Resorts. The Epic Day Pass is a customizable one to seven day pass product purchased in advance of the season, for those skiers and riders who want to purchase access for a certain number of days during the season, and which is available in three tiers of resort access offerings. Our pass products provide a compelling value proposition to our guests, which in turn assists us in developing a loyal base of customers who commit to ski at our Resorts generally in advance of the ski season and typically ski more days each season at our Resorts than those guests who do not buy pass products. Additionally, we enter into strategic long-term pass alliance agreements with third-party mountain resorts, which further increase the value proposition of our pass products. For the 2025/2026 ski season, our pass alliances include Telluride Ski Resort in Colorado, Hakuba Valley and Rusutsu Resort in Japan, Resorts of the Canadian Rockies in Canada, Les 3 Vallées in France, Disentis Ski Area and Verbier 4 Vallées in Switzerland, Skirama Dolomiti in Italy and Ski Arlberg, Sölden, Saalbach and Zell am See-Kaprum, Mayrhofen and Hintertux and Silvretta Montafon in Austria. Our pass program drives strong customer loyalty; mitigates exposure to more weather sensitive guests; generates additional ancillary spending; and provides cash flow in advance of winter season operations. In addition, our pass program attracts new guests to our Resorts. All of our pass products, including the Epic Pass and Epic Day Pass, are predominately sold prior to the start of the ski season. Pass product revenue, although primarily collected prior to the ski season, is recognized in our Consolidated Statements of Operations throughout the ski season on a straight-line basis using the number of skiable days of the season-to-date period relative to the total estimated number of skiable days of the season.

Lift revenue consists of pass product lift revenue (“pass revenue”) and non-pass product lift revenue (“non-pass revenue”). Approximately 65%, 65% and 61% of total lift revenue was derived from pass revenue for Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively.

The cost structure of our mountain resort operations has a significant fixed component with variable expenses including, but not limited to, land use permit or lease fees, credit card fees, retail/rental cost of sales and labor, ski school labor and expenses associated with our dining operations; as such, profit margins can fluctuate greatly based on the level of revenues.

Lodging Segment

Operations within the Lodging segment include: (i) ownership/management of a group of luxury hotels through the RockResorts brand proximate to our Colorado and Utah mountain resorts; (ii) ownership/management of non-RockResorts branded hotels and condominiums proximate to our North American Resorts; (iii) National Park Service (“NPS”) concessioner properties, including the Grand Teton Lodge Company (“GTLC”); (iv) a Colorado resort ground transportation company; and (v) mountain resort golf courses.

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The performance of our lodging properties (including managed condominium rooms) proximate to our Resorts, and our Colorado resort ground transportation company, are closely aligned with the performance of the Mountain segment and generally experience similar seasonal trends, particularly with respect to visitation by Destination guests. Revenues from such properties represented approximately 66%, 68% and 71% of Lodging segment net revenue (excluding Lodging segment revenue associated with the reimbursement of payroll costs) for Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively. Management primarily focuses on Lodging net revenue excluding payroll cost reimbursements and Lodging operating expense excluding reimbursed payroll costs (which are not measures of financial performance under GAAP) as the reimbursements are made based upon the costs incurred with no added margin and as such, the revenue and corresponding expense do not affect our Lodging Reported EBITDA, which we use to evaluate Lodging segment performance. Revenue of the Lodging segment during our first and fourth fiscal quarters is generated primarily by the operations of our NPS concessioner properties (as their peak operating season generally occurs during the months of June to October), as well as golf operations and seasonally low operations from our other owned and managed properties and businesses.

Real Estate Segment

The principal activities of our Real Estate segment include the sale of land parcels to third-party developers and planning for future real estate development projects, including zoning and acquisition of applicable permits. We continue undertaking preliminary planning and design work on future projects and are pursuing opportunities with third-party developers rather than undertaking our own significant vertical development projects. Real estate development projects by third-party developers most often result in the creation of certain resort assets that provide additional benefit to the Mountain segment. We believe that, due to our low carrying cost of real estate land investments, we are well situated to promote future projects by third-party developers while limiting our financial risk. Our revenue from the Real Estate segment and associated expense can fluctuate significantly based upon the timing of closings and the type of real estate being sold, causing volatility in the Real Estate segment’s operating results from period to period.

Recent Trends, Risks and Uncertainties

We have identified the following important factors (as well as risks and uncertainties associated with such factors) that could impact our future financial performance or condition:

•The Company achieved 2% growth in Resort Reported EBITDA despite total skier visits declining 3% across our North American destination mountain resorts and regional ski areas versus the prior year. Visitation reflects the benefit of improved conditions in the second quarter relative to the prior year, offset by the expected decline in visitation from selling fewer pass units for the 2024/2025 North American ski season. For the full year, Resort net revenue increased 3% driven by a 4% increase in season pass revenue and increased ancillary spend per guest across our ski school and dining businesses. Resort Reported EBITDA for fiscal 2025 also reflects strong cost discipline, including $37 million of savings from the resource efficiency transformation plan before one-time costs. The Company’s full year Resort Reported EBITDA growth is partially offset by $14 million of increased costs from company-wide performance-based management incentive plan expense that was not earned in the prior year, $15 million of one-time costs related to the two-year resource efficiency transformation plan, $8 million of one-time costs related to the Company’s previously announced CEO transition, and $5 million unfavorable EBITDA impact from changes in foreign exchange rates.

•Overall weather conditions, including the timing and amount of snowfall, can have an impact on Mountain and Lodging revenue, particularly with regard to skier visits and the duration and frequency of guest visitation. To help mitigate this impact, we sell a variety of pass products prior to the beginning of the ski season, which results in a more stabilized stream of lift revenue. Additionally, our pass products provide a compelling value proposition to our guests, which in turn create a guest commitment predominately prior to the start of the ski season. In March 2025, we began our season pass sales program for the 2025/2026 North American ski season. Pass product sales through September 19, 2025 for the upcoming 2025/2026 North American ski season decreased approximately 3% in units and increased approximately 1% in sales dollars as compared to the period in the prior year through September 20, 2024. Pass sales dollars are benefiting from 7% price increase relative to the 2024/2025 season, partially offset by the mix impact from the relative performance of Epic Day Pass products compared to Core Epic Pass products. Pass product sales are adjusted to eliminate the impact of foreign currency by applying an exchange rate of $0.72 between the Canadian dollar and U.S. dollar in both periods for Whistler Blackcomb pass sales. We cannot predict if these trends will continue through the 2025 North American pass sales campaign or the overall impact that pass sales will have on lift revenue for the 2025/2026 North American ski season.

•The economies in the countries in which we operate and from which we attract our guests may be impacted by economic challenges associated with elevated inflation, prolonged elevated interest rates, geopolitical conflicts, political uncertainty and financial institution disruptions and/or fluctuating commodity prices that could adversely impact our

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business, including decreased guest spending or visitation or increased costs of operations. Skiing, travel and tourism are discretionary recreational activities that can entail a relatively high cost of participation. As a result, economic downturns and other negative impacts to consumer discretionary spending may have a pronounced impact on visitation to our Resorts. We cannot predict the extent to which we may be impacted by such potential economic challenges, whether in North America or globally.

•As of July 31, 2025, we had $440.3 million of cash and cash equivalents, as well as $507.9 million available under the revolver component of the Vail Holdings Credit Agreement, which represents the total commitment of $600.0 million less certain letters of credit outstanding of $92.1 million. We also have $275.0 million available under a delayed draw term loan of the Vail Holdings Credit Agreement, which will remain available to draw on at any time until January 27, 2026. Additionally, we have a credit facility which supports the liquidity needs of Whistler Blackcomb (the “Whistler Credit Agreement”). As of July 31, 2025, we had C$296.6 million ($214.1 million) available under the revolver component of the Whistler Credit Agreement which represents the total commitment of C$300.0 million ($216.5 million) less letters of credit outstanding of C$3.4 million ($2.4 million). 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. We believe that our existing cash and cash equivalents, availability under our credit agreements and the continued positive cash flow from operating activities of our Mountain and Lodging segments less resort capital expenditures will continue to provide us with sufficient liquidity to fund our operations.

Results of Operations

Summary

Shown below is a summary of operating results for Fiscal 2025, Fiscal 2024 and Fiscal 2023 (in thousands):

Year ended July 31,

2025

2024

2023

Net income attributable to Vail Resorts, Inc.

$

280,004 

$

231,105 

$

265,825 

Income before provision for income taxes

$

402,397 

$

339,755 

$

370,416 

Mountain Reported EBITDA

$

821,341 

$

802,072 

$

822,570 

Lodging Reported EBITDA

22,795 

23,018 

12,267 

Resort Reported EBITDA

$

844,136 

$

825,090 

$

834,837 

Real Estate Reported EBITDA

18,626 

1,475 

(1,728)

Total Reported EBITDA

$

862,762 

$

826,565 

$

833,109 

A discussion of segment results, including reconciliations of net income attributable to Vail Resorts, Inc. to Total Reported EBITDA, and other items can be found below. The consolidated results of operations, including any consolidated financial metrics pertaining thereto, include the operations of Crans-Montana (acquired May 2, 2024), prospectively from the date of acquisition. In addition, the following discussion has been adjusted to reflect our revision of previously issued consolidated financial statements to correct for prior period misstatements, which we concluded did not, either individually or in the aggregate, result in a material misstatement of our previously issued consolidated financial statements. Further information regarding the revision is included in Note 2 “Summary of Significant Accounting Policies” and Note 16 “Revision of Previously Issued Consolidated Financial Statements” of the Notes to the Consolidated Financial Statements contained in this Form 10-K.

The sections titled “Fiscal 2025 compared to Fiscal 2024” in each of the Mountain and Lodging segment discussions below provide comparisons of financial and operating performance for Fiscal 2025 to Fiscal 2024, unless otherwise noted. Discussion of our financial results for Fiscal 2024 compared to Fiscal 2023 can be found in our Annual Report on Form 10-K for Fiscal 2024, which was filed on September 26, 2024.

47

Mountain Segment

Mountain segment operating results for Fiscal 2025, Fiscal 2024 and Fiscal 2023 are presented by category as follows (in thousands, except effective ticket price (“ETP)):

Percentage

Year ended July 31,

Increase/(Decrease)

2025

2024

2023

2025/2024

2024/2023

Mountain net revenue:

Lift

$

1,503,187 

$

1,442,784 

$

1,420,900 

4.2 

%

1.5 

%

Ski school

309,863 

304,548 

287,275 

1.7 

%

6.0 

%

Dining

240,900 

227,572 

224,642 

5.9 

%

1.3 

%

Retail/rental

302,450 

317,196 

361,484 

(4.6)

%

(12.3)

%

Other

273,473 

252,270 

246,605 

8.4 

%

2.3 

%

Total Mountain net revenue

2,629,873 

2,544,370 

2,540,906 

3.4 

%

0.1 

%

Mountain operating expense:

Labor and labor-related benefits

760,955 

731,153 

744,613 

4.1 

%

(1.8)

%

Retail cost of sales

97,289 

107,093 

118,717 

(9.2)

%

(9.8)

%

Resort related fees

111,830 

110,113 

104,797 

1.6 

%

5.1 

%

General and administrative

373,404 

350,788 

325,903 

6.4 

%

7.6 

%

Other

468,973 

444,204 

424,911 

5.6 

%

4.5 

%

Total Mountain operating expense

1,812,451 

1,743,351 

1,718,941 

4.0 

%

1.4 

%

Mountain equity investment income, net

3,919 

1,053 

605 

272.2 

%

74.0 

%

Mountain Reported EBITDA

$

821,341 

$

802,072 

$

822,570 

2.4 

%

(2.5)

%

Total skier visits

17,665 

17,564 

19,410 

0.6 

%

(9.5)

%

ETP

$

85.09 

$

82.14 

$

73.20 

3.6 

%

12.2 

%

Mountain Reported EBITDA includes $29.6 million, $23.2 million and $21.2 million of stock-based compensation expense for Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively.

Fiscal 2025 compared to Fiscal 2024

Mountain Reported EBITDA increased $19.3 million, or 2.4%, primarily driven by an increase in pass product pricing for the 2024/2025 North American ski season compared to the prior year. Additionally, Mountain Reported EBITDA increased from improved conditions at our Eastern U.S. Resorts (comprising the Midwest, Mid-Atlantic and Northeast) and improved early season conditions at our western North American Resorts, many of which experienced delayed openings and reduced terrain offerings in the prior year. These improved conditions drove an increase in skier visitation throughout the early season and up through the holiday period, including non-pass visitation, which also benefited other ancillary lines of business during the first half of the 2024/2025 North American ski season. Additionally, Mountain Reported EBITDA increased as a result of an increase in results from summer operations at our North American resorts. These increases were partially offset by a decline from our Australian operations compared to the prior year, which experienced weather-related challenges that impacted terrain and resulted in early closures, as well as increased variable expenses associated with increased revenue and increased general and administrative expense, including increased costs from one-time expenses associated with the previously announced CEO transition ($6.8 million) and company-wide performance-based variable compensation expense that was not earned in the prior year ($6.3 million). Mountain segment results for the year ended July 31, 2025 also includes the impact of one-time operating expenses attributable to our resource efficiency transformation plan of $14.9 million and one-time operating expenses attributable to our previously announced CEO transition of $6.8 million. Additionally, Mountain segment results include the impact of acquisition and integration related expenses of $1.2 million and $8.0 million for the year ended July 31, 2025 and 2024, respectively.

Lift revenue increased $60.4 million, or 4.2%, due to increases in both pass revenue and non-pass revenue. Pass product revenue increased 4.2%, which was primarily driven by an increase in pass product pricing for the 2024/2025 North American ski season compared to the prior year. Additionally, non-pass revenue increased 4.2% primarily as a result of an increase in non-pass ETP (excluding Crans-Montana) of 5.1%, and incremental non-pass revenue from Crans-Montana of $15.4 million,

48

partially offset by a reduction in non-pass visitation (excluding Crans-Montana). Total non-pass ETP, including the impact of Crans-Montana, increased 1.5%.

Ski school revenue increased $5.3 million, or 1.7%, driven by increased lesson pricing, partially offset by decreased North American and Australian skier visitation. Dining revenue increased $13.3 million, or 5.9%, driven by incremental revenue from Crans-Montana of $7.8 million and increased guest spend per visit, partially offset by decreased North American and Australian skier visitation. Retail/rental revenue decreased $14.7 million, or 4.6%, driven by a decrease in retail revenue of $11.7 million, or 6.4%, due to lower sales at our on-mountain retail locations driven by decreased skier visitation. Additionally, rental revenue decreased $3.0 million, or 2.2%, primarily driven by decreased Destination skier visitation, as these guests typically utilize more ancillary services.

Other revenue mainly consists of revenue stemming from summer visitation, other mountain activities revenue, employee housing revenue, guest services revenue, commercial leasing revenue, marketing and internet advertising revenue, private club revenue (which includes both club dues and amortization of initiation fees), municipal services revenue and other recreation activity revenue. Other revenue also includes Australian resort lodging and transportation revenue. Other revenue increased $21.2 million or 8.4%, primarily driven by an increase in on-mountain summer activities and sightseeing revenue from the impact of increased summer visitation at our North American resorts, as well as increased early season skier visitation at our North American resorts, which drove additional demand for ancillary services.

Operating expense increased $69.1 million or 4.0%, which was primarily attributable to increased variable expenses associated with increased revenue and incremental operating expenses from Crans-Montana ($29.3 million). Operating expense for the year ended July 31, 2025 also includes the impact of one-time expenses attributable to our resource efficiency transformation plan of $14.9 million and one-time expenses attributable to our previously announced CEO transition of $6.8 million. Additionally, operating expense includes the impact of acquisition and integration related expenses of $1.2 million and $8.0 million for the year ended July 31, 2025 and 2024, respectively.

Labor and labor-related benefits increased 4.1%, primarily due to the incremental expenses from Crans-Montana of $13.6 million, normal wage adjustments and an increase in labor expense to support increased North American operations, as well as increased variable compensation accruals of $6.1 million. Retail cost of sales decreased 9.2%, compared to a decrease in retail sales of 6.4%, reflecting increased margins driven by the mix of retail merchandise purchased by customers, including lower sales of discounted retail products compared to the prior year. Resort related fees increased 1.6% primarily as a result of an increase in revenues on which those fees are based. General and administrative expense increased 6.4%, primarily due to an increase in corporate overhead costs, including information technology, legal and marketing, as well as increased costs from one-time expenses associated with the previously announced CEO transition ($6.8 million) and company-wide performance-based variable compensation expense that was not earned in the prior year ($6.3 million). Other expense increased 5.6%, primarily due to one-time expenses attributable to our resource efficiency transformation plan ($14.9 million), as well as incremental expenses from Crans-Montana.

Mountain equity investment income, net primarily includes our share of income from the operations of a real estate brokerage company.

49

Lodging Segment

Lodging segment operating results for Fiscal 2025, Fiscal 2024 and Fiscal 2023 are presented by category as follows (in thousands, except average daily rate (“ADR”) and revenue per available room (“RevPAR”)):

Percentage

Year ended July 31,

Increase/(Decrease)

2025

2024

2023

2025/2024

2024/2023

Lodging net revenue:

Owned hotel rooms

$

88,184 

$

83,977 

$

80,117 

5.0 

%

4.8 

%

Managed condominium rooms

81,525 

86,199 

96,785 

(5.4)

%

(10.9)

%

Dining

66,374 

63,255 

62,445 

4.9 

%

1.3 

%

Transportation

14,853 

16,309 

15,242 

(8.9)

%

7.0 

%

Golf

16,008 

13,722 

12,737 

16.7 

%

7.7 

%

Other

52,805 

56,368 

55,816 

(6.3)

%

1.0 

%

Lodging net revenue (excluding payroll cost reimbursements)

319,749 

319,830 

323,142 

— 

%

(1.0)

%

Payroll cost reimbursements

14,290 

16,287 

17,251 

(12.3)

%

(5.6)

%

Total Lodging net revenue

334,039 

336,117 

340,393 

(0.6)

%

(1.3)

%

Lodging operating expense:

Labor and labor-related benefits

138,041 

139,840 

148,915 

(1.3)

%

(6.1)

%

General and administrative

60,310 

59,239 

63,562 

1.8 

%

(6.8)

%

Other

98,603 

97,733 

98,398 

0.9 

%

(0.7)

%

Lodging operating expense (excluding reimbursed payroll costs)

296,954 

296,812 

310,875 

— 

%

(4.5)

%

Reimbursed payroll costs

14,290 

16,287 

17,251 

(12.3)

%

(5.6)

%

Total Lodging operating expense

311,244 

313,099 

328,126 

(0.6)

%

(4.6)

%

Lodging Reported EBITDA

$

22,795 

$

23,018 

$

12,267 

(1.0)

%

87.6 

%

Owned hotel statistics:

ADR

$

325.65 

$

317.65 

$

312.15 

2.5 

%

1.8 

%

RevPar

$

170.70 

$

161.82 

$

160.75 

5.5 

%

0.7 

%

Managed condominium statistics:

ADR

$

413.47 

$

424.13 

$

416.77 

(2.5)

%

1.8 

%

RevPar

$

116.70 

$

118.91 

$

124.41 

(1.9)

%

(4.4)

%

Owned hotel and managed condominium statistics (combined):

ADR

$

376.95 

$

381.60 

$

378.62 

(1.2)

%

0.8 

%

RevPar

$

131.55 

$

130.41 

$

133.48 

0.9 

%

(2.3)

%

Lodging Reported EBITDA includes $4.0 million, $3.3 million and $4.0 million of stock-based compensation expense for Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively.

Fiscal 2025 compared to Fiscal 2024

Lodging Reported EBITDA decreased $0.2 million, or 1.0%, primarily driven by a net reduction in our inventory of available managed condominium rooms, as well as a decrease in Destination skier visitation during the 2024/2025 North American ski season, which decreased demand for lodging and other ancillary services proximate to our mountain resorts, partially offset by increased summer visitation at GTLC and our mountain resort properties as a result of favorable weather conditions.

50

Revenue from owned hotel rooms increased $4.2 million, or 5.0%, primarily due to increased visitation at GTLC driven by favorable weather conditions, which also drove an increase in ADR, as well as stronger demand for summer lodging at our North American resort properties. Revenue from managed condominium rooms decreased $4.7 million, or 5.4%, primarily due to lower ADR driven by lower peak-season holiday pricing compared to the prior year, as well as a net reduction in our inventory of available managed condominium rooms proximate to our mountain resorts. Dining revenue increased $3.1 million, or 4.9%, and golf revenue increased $2.3 million, or 16.7%, each primarily as a result of increased summer visitation at our North American mountain resort properties while transportation revenue decreased $1.5 million, or 8.9%, primarily as a result of decreased Destination visitation at our North American resorts during the 2024/2025 ski season. Other revenue decreased $3.6 million, or 6.3%, primarily as a result of a decrease in other ancillary revenues from the decrease in inventory and occupancy.

Labor and labor-related benefits decreased 1.3%, primarily due to strong cost control and workforce management, as well as lower use of contract labor. General and administrative expense increased $1.1 million, or 1.8%, primarily due to an increase in corporate overhead costs, including information technology, legal and marketing.

Revenue from payroll cost reimbursement and the corresponding reimbursed payroll costs relate to payroll costs at managed hotel properties where we are the employer and all payroll costs are reimbursed by the owners of the properties under contractual arrangements. Since the reimbursements are made based upon the costs incurred with no added margin, the revenue and corresponding expense have no effect on our Lodging Reported EBITDA.

Real Estate Segment

Our Real Estate net revenue is primarily determined by the timing of closings and the mix of real estate sold in any given period. Different types of projects have different revenue and profit margins; therefore, as the real estate inventory mix changes, it can greatly impact Real Estate segment net revenue, operating expense, gain or loss on sale of real property and Real Estate Reported EBITDA.

Real Estate segment operating results for Fiscal 2025, Fiscal 2024 and Fiscal 2023 are presented by category as follows (in thousands):

Percentage

Year ended July 31,

Increase/(Decrease)

2025

2024

2023

2025/2024

2024/2023

Total Real Estate net revenue

$

435 

$

4,704 

$

8,065 

(90.8)

%

(41.7)

%

Real Estate operating expense:

Cost of sales

— 

3,607 

5,146 

(100.0)

%

(29.9)

%

Other

6,213 

5,907 

5,489 

5.2 

%

7.6 

%

Total Real Estate operating expense

6,213 

9,514 

10,635 

(34.7)

%

(10.5)

%

Gain on sale of real property

24,404 

6,285 

842 

288.3 

%

646.4 

%

Real Estate Reported EBITDA

$

18,626 

$

1,475 

$

(1,728)

1,162.8 

%

185.4 

%

Fiscal 2025

During Fiscal 2025, we recorded a gain on sale of real property for $16.5 million related to the resolution of the October 2023 Eagle County District Court final ruling and valuation regarding the Town of Vail’s condemnation of our East Vail property, for which we received proceeds of $17.6 million. We also recorded a gain on sale of real property for $8.5 million related to the sale of three real estate parcels in Breckenridge, Colorado for total consideration of $11.9 million, including $1.0 million net cash proceeds received at closing, for which one of these parcels was originally sold during the year ended July 31, 2022 but the terms of the agreement prevented transfer of control to the buyer at the time, and therefore a portion of the proceeds were deferred for recognition until control was transferred which occurred during the third fiscal quarter of Fiscal 2025.

Other operating expense of $6.2 million was primarily comprised of general and administrative costs, such as labor and labor-related benefits, professional services and allocated corporate overhead costs.

51

Fiscal 2024

During Fiscal 2024, we closed on the sale of a land parcel in Keystone, CO for $4.2 million, which was recorded within Real Estate net revenue, with a corresponding cost of sale of $3.6 million. Additionally, we recorded a gain on sale of real property for $6.3 million related to a land parcel sale in Beaver Creek, CO, which closed for proceeds of $6.5 million.

Other operating expense of $5.9 million was primarily comprised of general and administrative costs, such as labor and labor-related benefits, professional services and allocated corporate overhead costs.

Other Items

In addition to segment operating results, the following items contributed to our overall financial position and results of operations (in thousands).

Year ended July 31,

Percentage Increase/(Decrease)

2025

2024

2023

2025/2024

2024/2023

Depreciation and amortization

$

(296,437)

$

(279,073)

$

(269,178)

6.2 

%

3.7 

%

Change in estimated fair value of contingent consideration

$

(9,379)

$

(47,957)

$

(49,836)

(80.4)

%

(3.8)

%

Gain (loss) on disposal of fixed assets and other, net

$

6,933 

$

(9,633)

$

(9,070)

(172.0)

%

6.2 

%

Interest expense, net

$

(171,628)

$

(164,599)

$

(155,446)

4.3 

%

(5.9)

%

Investment income and other, net

$

10,126 

$

18,592 

$

23,744 

(45.5)

%

(21.7)

%

Provision for income taxes

$

(104,421)

$

(92,776)

$

(87,636)

12.6 

%

5.9 

%

Effective tax rate

(25.9)

%

(27.3)

%

(23.7)

%

(1.4 pts)

3.6 pts

Depreciation and amortization. Depreciation and amortization expense for Fiscal 2025 increased $17.4 million, compared to the prior year, primarily due to assets acquired in the acquisition of Crans-Montana and additional capital projects completed at our Resorts during the prior capital year.

Change in estimated fair value of contingent consideration. Change in estimated fair value of contingent consideration for Fiscal 2025 decreased $38.6 million, compared to prior year, primarily related to an increase in the expected long-term Reported EBITDA performance for Park City in the prior year that resulted in an increase in the liability.

Gain (loss) on disposal of fixed assets and other, net. Gain (loss) on disposal of fixed assets and other, net for Fiscal 2025 included a gain on sale of real property for $6.8 million related to a land parcel in Vail in exchange for releasing a use restriction, as well as a net gain on sale of real property for $3.6 million related to the Hotham Airport sale. These gains were partially offset by losses on other annual disposals of fixed assets. Gain (loss) on disposal of fixed assets and other, net for Fiscal 2024 included losses on annual disposals of fixed assets.

Interest expense, net. Interest expense, net for Fiscal 2025 increased $7.0 million compared to the prior year, primarily due to the expiration of various interest rate swap agreements on September 23, 2024, which hedged the SOFR-based variable interest rate component of the Vail Holdings Credit Agreement in prior year.

Investment income and other, net. Investment income and other, net for Fiscal 2025 decreased $8.5 million compared to Fiscal 2024, primarily as a result of decreased average balances of interest-earning investments, as excess cash balances were utilized during Fiscal 2025 for share repurchases, as well as a decrease in interest rates.

Provision for income taxes. The effective tax rate for Fiscal 2025 was 25.9%, compared to 27.3% for Fiscal 2024. The decrease in the effective tax rate was primarily due to an increase in favorable discrete items impacting the tax provision in the current period, including US return-to-provision adjustments during the year ended July 31, 2025.

52

Reconciliation of Non-GAAP Measures

The following table reconciles net income attributable to Vail Resorts, Inc. to Total Reported EBITDA for Fiscal 2025, Fiscal 2024 and Fiscal 2023 (in thousands):

Year ended July 31,

2025

2024

2023

Net income attributable to Vail Resorts, Inc.

$

280,004 

$

231,105 

$

265,825 

Net income attributable to noncontrolling interests

17,972 

15,874 

16,955 

Net income

297,976 

246,979 

282,780 

Provision for income taxes

104,421 

92,776 

87,636 

Income before provision for income taxes

402,397 

339,755 

370,416 

Depreciation and amortization

296,437 

279,073 

269,178 

(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 (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 

Mountain Reported EBITDA

$

821,341 

$

802,072 

$

822,570 

Lodging Reported EBITDA

22,795 

23,018 

12,267 

Resort Reported EBITDA

844,136 

825,090 

834,837 

Real Estate Reported EBITDA

18,626 

1,475 

(1,728)

Total Reported EBITDA

$

862,762 

$

826,565 

$

833,109 

The following table reconciles long-term debt, net to Net Debt (defined as long-term debt, net plus long-term debt due within one year less cash and cash equivalents) (in thousands):

Year ended July 31,

2025

2024

Long-term debt, net

$

2,594,765 

$

2,731,492 

Long-term debt due within one year

599,509 

59,314 

Total debt

3,194,274 

2,790,806 

Less: cash and cash equivalents

440,290 

322,827 

Net Debt

$

2,753,984 

$

2,467,979 

Liquidity and Capital Resources

Changes in significant sources and uses of cash for Fiscal 2025, Fiscal 2024 and Fiscal 2023 are presented by categories as follows (in thousands):

Year ended July 31,

2025

2024

2023

Net cash provided by operating activities

$

554,870 

$

589,022 

$

637,855 

Net cash used in investing activities

$

(204,497)

$

(241,069)

$

(273,167)

Net cash used in financing activities

$

(242,647)

$

(577,036)

$

(914,000)

Historically, we have lower cash available at the end of each first and fourth fiscal quarter-ends as compared to our second and third fiscal quarter-ends, primarily due to the seasonality of our Mountain segment operations.

53

Fiscal 2025 compared to Fiscal 2024

We generated $554.9 million of cash from operating activities during Fiscal 2025, a decrease of $34.2 million compared to $589.0 million generated during Fiscal 2024. The decrease in operating cash flows was primarily a result of (i) an increase in income tax payments of approximately $32.3 million, driven by net operating loss carryforwards and other deductions in the prior year which offset our estimated payments during Fiscal 2024, and higher taxable income for the current fiscal year; (ii) an increase in cash interest payments ($10.1 million) due to increases in variable interest rates and an increase in seasonal borrowing on our revolving credit facilities; and (iii) a decrease in investment income collected ($8.5 million).

The decrease in cash used in investing activities for Fiscal 2025 of $36.6 million was primarily due to (i) $94.4 million in payments made related to the acquisition of Crans-Montana partially offset by $57.6 million received from the maturity of short-term bank deposits in Fiscal 2024 and (ii) $17.6 million of cash received during Fiscal 2025 related to the resolution of the October 2023 Eagle County District Court final ruling and valuation regarding the Town of Vail’s condemnation of our East Vail property, partially offset by an increase in capital expenditures of approximately $24.0 million as compared to the prior year.

Cash used in financing activities decreased by $334.4 million during Fiscal 2025 compared to Fiscal 2024, primarily due to proceeds received from the 5.625% Notes offering of $500.0 million, partially offset by a $120.0 million increase in repurchases of our common stock and $48.0 million of cash paid for repurchases of 0.0% Convertible Notes during the year ended July 31, 2025.

Significant Sources of Cash

We had $440.3 million of cash and cash equivalents as of July 31, 2025, compared to $322.8 million as of July 31, 2024. The increase was primarily attributable to proceeds received from the 5.625% Notes offering, partially offset by an increase in repurchases of our common stock during Fiscal 2025.

In addition to our $440.3 million of cash and cash equivalents at July 31, 2025, we had $507.9 million available under the revolver component of our Vail Holdings Credit Agreement as of July 31, 2025 (which represents the total commitment of $600.0 million less outstanding letters of credit of $92.1 million). Additionally, we had C$296.6 million ($214.1 million) available under the revolver component of our Whistler Credit Agreement (which represents the total commitment of C$300.0 million ($216.5 million) less certain outstanding letters of credit of C$3.4 million ($2.4 million)). 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. We also had $275.0 million available under a delayed draw term loan of the Vail Holdings Agreement which will remain available to draw on at any time until January 27, 2026. Proceeds from any borrowings on the revolver component of our Vail Holdings Credit Agreement and the delayed draw term loans are available to be used to refinance our 0.0% Convertible Notes. We expect that our liquidity needs in the near term will be met by continued use of our existing cash and cash equivalents, operating cash flows and borrowings under both the Vail Holdings Credit Agreement and Whistler Credit Agreement, if needed. Under the Vail Holdings Credit Agreement and the Whistler Credit Agreement, any new borrowings would be priced at the Secured Overnight Financing Rate plus 2.10% and Canadian Overnight Repo Rate Average plus 1.75%, respectively.

Significant Uses of Cash

Capital Expenditures

We have historically invested significant amounts of cash in capital expenditures for our resort operations, and we expect to continue to do so, subject to operating performance particularly as it relates to discretionary projects. Currently planned capital expenditures primarily include investments that will allow us to maintain our high-quality standards for the guest experience, as well as certain incremental discretionary improvements at our Resorts, throughout our owned hotels and in technology that can impact the full network. We evaluate additional discretionary capital improvements based on an expected level of return on investment.

We expect our capital plan for calendar year 2025 will be approximately $198 million to $203 million, excluding $46 million of growth capital investments at our European resorts, comprised of $43 million at Andermatt-Sedrun and $3 million at Crans-Montana, and $5 million of real estate related capital projects to complete multi-year transformational investments at the key base area portals of Breckenridge Peak 8 and Keystone River Run, and planning investments to support the development of the West Lionshead area into a fourth base village at Vail Mountain. Including European growth capital investments and real estate related capital, our total capital plan for calendar year 2025 is expected to be approximately $249 million to $254 million. Included in these estimated capital expenditures are approximately $124 million to $128 million of maintenance capital expenditures, which are necessary to maintain appearance and level of service appropriate to our resorts. We currently plan to

54

utilize cash on hand, borrowings available under our credit agreements and/or cash flow generated from future operations to provide the cash necessary to complete our capital plans.

Approximately $88 million was spent for calendar year 2025 capital expenditures as of July 31, 2025 and approximately $110 million to $115 million is expected to be spent in the remainder of calendar year 2025, before $46 million of growth capital investments at our European resorts and $5 million of real estate related capital projects.

Acquisition of Crans-Montana

On May 2, 2024, we acquired Crans-Montana for a purchase price of CHF 97.2 million ($106.8 million), after adjustments for certain agreed-upon items, which was funded with cash on hand.

Debt

As of July 31, 2025, principal payments on the majority of our long-term debt outstanding ($2.5 billion of our $3.2 billion as of July 31, 2025) are not due until fiscal year 2029 and beyond. As of July 31, 2025 and 2024, total long-term debt, net (including long-term debt due within one year) was $3.2 billion and 2.8 billion, respectively. Net Debt (defined as long-term debt, net plus long-term debt due within one year less cash and cash equivalents) was $2.8 billion and $2.5 billion as of July 31, 2025 and 2024, respectively.

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 provides 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 and in conjunction with the 5.625% Notes offering. 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. No other material terms of the Vail Holdings Credit Agreement were amended. As of July 31, 2025, the Vail Holdings Credit Agreement provides for (i) a revolving loan facility in an aggregate principal amount of $600.0 million, (ii) a term loan facility of $910.5 million and (iii) an incremental term loan facility of $275.0 million in the form of a delayed draw term loan, and the Whistler Credit Agreement provides for a revolving loan facility in an aggregate principal amount of C$300.0 million. 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. We expect that our liquidity needs in the near term will be met by continued use of our existing cash and cash equivalents, operating cash flows and borrowings under the Vail Holdings Credit Agreement and the Whistler Credit Agreement, if needed.

Our 0.0% Convertible Notes due 2026 (the “0.0% Convertible Notes”) mature on January 1, 2026, and are therefore reflected within long-term debt due within one year on the Company’s Consolidated Condensed Balance Sheet as of July 31, 2025. 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. 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. Additionally, the Company intends to use the remaining proceeds from the 5.625% Notes, as discussed further below, for the repurchase or repayment of a portion of its outstanding 0.00% Convertible Notes at or prior to their maturity on January 1, 2026.

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On July 2, 2025, the Company completed an offering of $500.0 million aggregate principal amount of 5.625% 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 are senior unsecured obligation of the Company and will be guaranteed by certain of the Company’s domestic subsidiaries (other than certain excluded subsidiaries). We will pay interest on the 5.625% Notes on January 15 and July 15 of each year commencing on January 15, 2026. The 5.625% Notes 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 a 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 Company used the proceeds from the offering to repay borrowings under its revolving credit facility incurred to fund the repurchase of $200 million of its outstanding shares of common stock completed in June 2025 and to fund off-season liquidity. Additionally, it intends to use the remaining proceeds for the repurchase or repayment of a portion of its outstanding 0.00% Convertible Senior Notes due 2026 at or prior to their maturity on January 1, 2026.

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.

Our debt service requirements can be impacted by changing interest rates as we had approximately $1.0 billion of net variable-rate debt outstanding as of July 31, 2025. A 100-basis point change in our borrowing rates would cause our annual interest payments on our net variable-rate debt to change by approximately $9.6 million based on the rates in effect as of July 31, 2025. Additionally, the annual payments associated with the financing of the Canyons Resort transaction increase by the greater of CPI less 1%, or 2%. The fluctuation in our debt service requirements, in addition to interest rate and inflation changes, may be impacted by future borrowings under our credit agreements or other alternative financing arrangements we may enter into. Our long term liquidity needs depend upon operating results that impact the borrowing capacity under our credit agreements. We can respond to liquidity impacts of changes in the business and economic environment by managing our capital expenditures, variable operating expenses, the timing of new real estate development activity and the payment of cash dividends on our common stock.

Material Cash Requirements

As part of our ongoing operations, we enter into arrangements that obligate us to make future payments under contracts such as debt agreements and construction agreements in conjunction with our resort capital expenditures. Debt obligations, which totaled $3.2 billion as of July 31, 2025, are recognized as liabilities in our Consolidated Balance Sheet. Obligations under construction contracts and other purchase commitments are not recognized as liabilities in our Consolidated Balance Sheet until services and/or goods are received. A summary of our material cash obligations as of July 31, 2025 (excluding obligations presented elsewhere, including Notes to Consolidated Financial Statements) is presented below (in thousands):

Payments Due by Period

Fiscal

2-3

4-5

More than

Total

2026

years

years

5 years

Long-term debt (1)

$

3,968,006 

740,622 

397,649 

1,481,862 

1,347,873 

Service contracts

$

58,470 

39,548 

17,460 

1,462 

— 

Purchase obligations and other (2)

$

631,114 

466,065 

83,480 

2,290 

79,279 

Total contractual cash obligations

$

4,657,590 

$

1,246,235 

$

498,589 

$

1,485,614 

$

1,427,152 

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(1) Long-term debt includes principal payments, fixed-rate interest payments and estimated variable interest payments utilizing interest rates in effect at July 31, 2025, and assumes all debt outstanding as of July 31, 2025 will be held to maturity. The future annual interest obligations noted herein are estimated only in relation to debt outstanding as of July 31, 2025, and do not reflect interest obligations on potential future debt or refinancing.

Long-term debt also includes $17.3 million of proceeds resulting from real estate transactions accounted for as financing arrangements, which are expected to be recognized on the Company’s Statements of Operations in future years as a result of the anticipated resolution of continuing involvement, with no associated cash outflow.

(2) Purchase obligations and other primarily includes amounts which are classified as trade payables ($131.4 million), accrued payroll and benefits ($123.5 million), accrued fees and assessments ($46.5 million), contingent consideration liability ($93.3 million) and accrued taxes (including taxes for uncertain tax positions) ($68.2 million) on our Consolidated Balance Sheet as of July 31, 2025. These amounts also include other commitments for goods and services not yet received, including construction contracts and minimum commitments under season pass alliance agreements, which are not included on our Consolidated Balance Sheet as of July 31, 2025 in accordance with GAAP.

Share Repurchase Program

Our share repurchase program is conducted under authorizations made from time to time by our Board. On March 9, 2006, our Board initially authorized the repurchase of up to 3,000,000 shares of Vail Shares and later authorized additional repurchases of up to 3,000,000 additional Vail Shares (July 16, 2008), 1,500,000 Vail Shares (December 4, 2015), 2,500,000 Vail Shares (March 7, 2023), 1,100,000 Vail Shares (September 25, 2024) and 1,500,000 Vail Shares (June 4, 2025), for a total authorization to repurchase shares of up to 12,600,000 Vail Shares. During Fiscal 2025, we repurchased 1,690,503 shares (at an average price of $162.61) for a total cost of approximately $270.0 million, excluding accrued excise tax. Since the inception of this stock repurchase program through July 31, 2025, we have repurchased 11,060,183 Vail Shares at a cost of approximately $1,399.4 million. As of July 31, 2025, 1,539,817 Vail Shares remained available to repurchase under the existing repurchase authorization. Vail Shares purchased pursuant to the repurchase program will be held as treasury shares and may be used for the issuance of shares under our share award plan. Repurchases under the program may be made from time to time at prevailing prices as permitted by applicable laws, and subject to market conditions and other factors. The timing, as well as the number of Vail Shares that may be repurchased under the program, will depend on several factors, including our future financial performance, our available cash resources and competing uses for cash that may arise in the future, the restrictions in our Vail Holdings Credit Agreement, prevailing prices of Vail Shares and the number of Vail Shares that become available for sale at prices that we believe are attractive. The share repurchase program has no expiration date.

Dividend Payments

During Fiscal 2025, we paid cash dividends of $8.88 per share ($328.2 million). During Fiscal 2024, we paid cash dividends of $8.56 per share ($323.7 million). On September 26, 2025, our Board approved a cash dividend of $2.22 per share payable on October 27, 2025 to stockholders of record as of October 9, 2025. We expect to fund the dividend with available cash on hand. The amount, if any, of dividends to be paid in the future will depend on our available cash on hand, anticipated cash needs, overall financial condition, restrictions contained in our Vail Holdings Credit Agreement, future prospects for earnings and cash flows, as well as other factors considered relevant by our Board.

Covenants and Limitations

We must abide by certain restrictive financial covenants under our credit agreements. The most restrictive of those covenants include the following: for the Vail Holdings Credit Agreement, Net Funded Debt to Adjusted EBITDA ratio, Secured Net Funded Debt to Adjusted EBITDA ratio and the Interest Coverage ratio (each as defined in the Vail Holdings Credit Agreement); for the Whistler Credit Agreement, Consolidated Total Leverage Ratio and Consolidated Interest Coverage Ratio (each as defined in the Whistler Credit Agreement); and for the EPR Secured Notes, Maximum Leverage Ratio and Consolidated Fixed Charge Ratio (each as defined in the EPR Agreements). Additionally, the New Regional Policy loan between Andermatt-Sedrun and the Canton of Uri and Canton of Graubünden dated June 24, 2016 includes restrictive covenants requiring certain minimum financial results (as defined in the agreement). In addition, our financing arrangements limit our ability to make certain restricted payments, pay dividends on or redeem or repurchase stock, make certain investments, make certain affiliate transfers and may limit our ability to enter into certain mergers, consolidations or sales of assets and incur certain indebtedness. Our borrowing availability under the Vail Holdings Credit Agreement is primarily determined by the Net Funded Debt to Adjusted EBITDA ratio, which is based on our operating performance, as defined in the Vail Holdings Credit Agreement. Our borrowing availability under the Whistler Credit Agreement is primarily determined by the Consolidated Total Leverage Ratio, which is based on the operating performance of the loan parties, as defined in the Whistler Credit Agreement.

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We were in compliance with all restrictive financial covenants in our debt instruments as of July 31, 2025. We expect that we will continue to meet all applicable financial maintenance covenants in effect in our credit agreements throughout the year ending July 31, 2026; however, there can be no assurance that we will continue to meet such financial covenants. If such covenants are not met, we would be required to seek a waiver or amendment from the banks participating in our credit agreements. There can be no assurance that such waiver or amendment would be granted, which could have a material adverse impact on our liquidity.

Off Balance Sheet Arrangements

We do not have off balance sheet transactions that are expected to have a material effect on our financial condition, revenue, expenses, results of operations, liquidity, capital expenditures or capital resources.

Critical Accounting Policies

The preparation of Consolidated Financial Statements in conformity with GAAP requires us to select accounting policies and to make judgments and estimates affecting the application of those accounting policies. In applying our accounting policies, different business conditions or the use of different assumptions may result in materially different amounts reported in the Consolidated Financial Statements.

We have identified the most critical accounting policies which were determined by considering accounting policies that involve the most complex or subjective decisions or assessments. We also have other policies considered key accounting policies; however, these policies do not meet the definition of critical accounting policies because they do not generally require us to make estimates or judgments that are complex or subjective. We have reviewed these critical accounting policies and related disclosures with our Audit Committee of the Board.

Goodwill and Intangible Assets

Description

The carrying value of goodwill and indefinite-lived intangible assets are evaluated for possible impairment on an annual basis or between annual tests if an event occurs or circumstances change that would more likely than not reduce the estimated fair value of a reporting unit or indefinite-lived intangible asset below its carrying value. Definite-lived intangible assets are evaluated for impairment only when there is evidence that events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable.

Judgments and Uncertainties

Application of the goodwill and indefinite-lived intangible asset impairment test requires judgment, including the identification of reporting units, determination of the type of impairment test that should be performed, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units and determination of the estimated fair value of reporting units and indefinite-lived intangible assets. We have the option to first 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. 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 its carrying amount, or if significant changes to macro-economic factors related to the reporting unit or intangible asset have occurred that could materially impact the estimated fair value since the previous quantitative analysis was performed, a quantitative impairment test may be required. The quantitative test includes determination of the estimated fair value of our reporting units using a discounted cash flow analysis and determination of the estimated fair value of indefinite-lived intangible assets primarily using the income approach based upon estimated future revenue streams. These analyses require significant judgments, including estimation of future cash flows, which is dependent on internal forecasts, available industry/market data (to the extent available), estimation of the long-term rate of growth for our business including expectations and assumptions regarding the impact of general economic conditions on our business, estimation of terminal value, determination of the respective weighted average cost of capital and market participant assumptions. Changes in these estimates and assumptions could materially affect the determination of estimated fair value and the amount of any potential impairment for each reporting unit or indefinite-lived intangible asset.

Effect if Actual Results Differ From Assumptions

Goodwill and indefinite-lived intangible assets are tested for impairment at least annually as of May 1. If the net carrying value of the reporting units or assets exceed their estimated fair value, an impairment will be recognized in an amount equal to that excess; otherwise, no impairment loss is recognized. For our annual impairment tests of our reporting units and indefinite-lived

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intangible assets during Fiscal 2025, we performed either a qualitative analysis and concluded it was more likely than not that fair value exceeded carrying value or a quantitative analysis and concluded the fair value exceeded carrying value.

Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and factors. As a result, there can be no assurance that the estimates and assumptions made for purposes of the annual goodwill or indefinite-lived asset impairment tests are accurate. Examples of events or circumstances that could reasonably be expected to negatively affect the underlying key assumptions and ultimately impact the estimated fair value of our reporting units may include such items as: (1) prolonged adverse weather conditions resulting in a sustained decline in guest visitation; (2) a prolonged weakness in the general economic conditions in which guest visitation and spending is adversely impacted; and (3) volatility in the equity and debt markets which could result in a higher discount rate.

While we believe that our estimates and judgments are reasonable and while historical quantitative tests concluded that the estimated fair values of our reporting units and indefinite-lived assets that are in excess of carrying values, if our assumptions are not realized, it is possible that an impairment charge may need to be recorded in the future. However, it is not possible at this time to determine if an impairment charge would result or if such a charge would be material. As of July 31, 2025, we had $1,675.2 million of goodwill and $252.4 million of indefinite-lived intangible assets recorded on our Consolidated Balance Sheet. There can be no assurance that the estimates and assumptions made for purposes of the annual goodwill and indefinite-lived intangible asset impairment tests will prove to be an accurate prediction of the future.

Tax Contingencies

Description

We must make certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments occur in the calculation of tax credits and deductions and in the calculation of certain tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes, as well as the interest and penalties relating to uncertain tax positions. The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We recognize 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 that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step requires us to estimate and measure the largest tax benefit that is cumulatively greater than 50% likely of being reversed upon ultimate settlement. It is inherently difficult and subjective to estimate such amounts, as this requires us to determine the probability of various possible outcomes. This evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, interpretation of tax law, effectively settled issues under audit and new audit activity. A significant amount of time may pass before a particular matter, for which we may have established a reserve, is audited and fully resolved.

Judgments and Uncertainties

The estimates of our tax contingencies reserve contain uncertainty because management must use judgment to estimate the potential exposure associated with our various filing positions.

Effect if Actual Results Differ From Assumptions

We believe the estimates and judgments we have made related to tax contingencies are reasonable and we have adequate reserves for uncertain tax positions. Our reserves for uncertain tax positions, including any income tax related interest and penalties, are $56.8 million as of July 31, 2025. This reserve solely relates to the treatment of the Canyons lease payments obligation as payments of debt obligations and that the tax basis in Canyons goodwill is deductible. Actual results could differ and we may be exposed to increases or decreases in those reserves and tax provisions that could be material.

An unfavorable tax settlement could require the use of cash and could possibly result in increased tax expense and effective tax rate and/or adjustments to our deferred tax assets and deferred tax liabilities in the year of resolution. A favorable tax settlement could possibly result in a reduction in our tax expense, effective tax rate, income taxes payable, other long-term liabilities and/or adjustments to our deferred tax assets and deferred tax liabilities in the year of settlement or in future years.

Depreciable Lives of Assets

Description

Mountain and lodging operational assets, furniture and fixtures, computer equipment, software, vehicles and leasehold improvements are primarily depreciated using the straight-line method over the estimated useful life of the asset. Assets may

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become obsolete or require replacement before the end of their useful life in which the remaining book value would be written-off or we could incur costs to remove or dispose of assets no longer in use.

Judgments and Uncertainties

The estimates of our useful lives of the assets contain uncertainty because management must use judgment to estimate the useful life of the asset.

Effect if Actual Results Differ From Assumptions

Although we believe the estimates and judgments discussed herein are reasonable, actual results could differ, and we may be exposed to increased expense related to depreciable assets disposed of, removed or taken out of service prior to its originally estimated useful life, which may be material. A 10% decrease in the estimated useful lives of depreciable assets would have increased depreciation expense by approximately $31.3 million for Fiscal 2025.

Business Combinations

Description

A component of our growth strategy has been to acquire and integrate businesses that complement our existing operations. We account for business combinations in accordance with the guidance for business combinations and related literature. Accordingly, we allocate the purchase price of acquired businesses to the identifiable tangible and intangible assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition. The difference between the purchase price and the estimated fair value of assets acquired and liabilities assumed is recorded as goodwill. In determining the estimated fair values of assets acquired and liabilities assumed in a business combination, we use various recognized valuation methods including present value modeling and referenced market values (where available). Valuations are performed by management or independent valuation specialists under management’s supervision, where appropriate.

Judgments and Uncertainties

Accounting for business combinations requires our management to make significant estimates and assumptions, especially at the acquisition date, including our estimates for intangible assets, contractual obligations assumed and contingent consideration, where applicable. Although we believe the assumptions and estimates we have made in the past have been reasonable and appropriate, they are based in part on historical experience and information obtained from the management of the acquired companies and are inherently uncertain. Examples of critical estimates in valuing certain of the intangible assets we have acquired include, but are not limited to: determination of weighted average cost of capital, market participant assumptions, royalty rates, terminal multiples and estimates of future cash flows to be generated by the acquired assets. In addition to the estimates and assumptions applied to valuing intangible assets acquired, the determination of the estimated fair value of contingent consideration, including estimating the likelihood and timing of achieving the relevant thresholds for contingent consideration payments, requires the use of subjective judgments. We estimate the fair value of the Park City contingent consideration payments using an option pricing valuation model which incorporates, among other factors, projected achievement of specified financial performance measures, discount rates and volatility for the respective business.

Effect if Actual Results Differ From Assumptions

We believe that the estimated fair values assigned to the assets acquired and liabilities assumed are based on reasonable assumptions that a marketplace participant would use. While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we may record adjustments, which could be significant, to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the estimated fair values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments would be recorded on our Consolidated Statements of Operations.

We recognize the fair value of contingent consideration, if any, at the date of acquisition as part of the consideration transferred to acquire a business. The liability associated with contingent consideration is remeasured to fair value at each reporting period subsequent to the date of acquisition taking into consideration changes in financial projections and long-term growth rates, among other factors, that may impact the timing and amount of contingent consideration payments until the term of the agreement has expired or the contingency is resolved. Increases in the fair value of contingent consideration are recorded as losses on our Consolidated Statements of Operations, while decreases in fair value are recorded as gains.

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New Accounting Standards

Refer to the Summary of Significant Accounting Policies within the Notes to Consolidated Financial Statements for a discussion of new accounting standards.

Seasonality and Quarterly Results

Our mountain and lodging operations are seasonal in nature, with a typical peak operating season in North America and Europe generally beginning in mid-December and running through mid-April. In particular, revenue and profits for our North American and European mountain and most of our lodging operations are substantially lower and historically result in losses from late spring to late fall. Conversely, peak operating seasons for our NPS concessioner properties, our mountain resort golf courses and our Australian resorts’ ski season generally occur during the North American summer months, and these operations typically incur operating losses during the North American and European winter months. Revenue and profits generated by NPS concessioner properties’ summer operations, golf operations and Australian resorts’ ski operations are not sufficient to fully offset our off-season losses from our North American and European mountain and other lodging operations. During Fiscal 2025, approximately 82% of total combined Mountain and Lodging segment net revenue (excluding Lodging segment revenue associated with reimbursement of payroll costs) was earned during the second and third fiscal quarters. Therefore, the operating results for any three-month period are not necessarily indicative of the results that may be achieved for any subsequent quarter or for a full year (see Notes to Consolidated Financial Statements).