What changed in this filing

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Item 1. Business

2021-09-23 compared with 2020-09-24 · 175 added, 118 removed, 342 unchanged (46% of the section changed)

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COVID-19 Impact

On March 14, 2020, we announced a temporary closure of our North American Resorts and retail/rental operations as a result of the COVID-19 pandemic and as a precautionary measure for the safety of our guests and employees beginning on March 15, 2020.

Subsequently on March 17, 2020, we announced the early closure of the 2019/2020 North American ski season for our North American Resorts, lodging properties and retail stores.

Additionally, the ongoing impacts of the COVID-19 pandemic resulted in restrictions, limitations or closures of our 2020 Australian ski area operations and 2020 North American summer operations.

The ongoing impacts of COVID-19 resulted in reduced visitation and decreased spending for the 2020/2021 North American ski season compared to the prior year through March 14, 2021, the date that we closed our Resorts early for the 2019/2020 North American ski season due to the outbreak of COVID-19.

These declines were primarily driven by reduced demand for out-of-state and international (“Destination”) visitation at our western resorts and COVID-19 related capacity limitations.

However, Destination visitation improved as the season progressed.

Whistler Blackcomb’s performance was negatively impacted due to the continued closure of the Canadian border to international guests, including guests from the U.S., and was further impacted by the resort closing earlier than expected on March 30, 2021 following a provincial health order issued by the government of British Columbia.

Two of our Australian ski areas, Mount Hotham and Falls Creek, opened for their 2020 winter season on July 6, 2020, but we decided to close them four days later due to a “stay at home” order put in place by the Victorian government and specifically for the Melbourne metropolitan area, which represents the majority of visitors for Mount Hotham and Falls Creek, as a result of a reemergence of COVID-19 in the region.

These actions and the risks, trends and uncertainties related to COVID-19 are discussed in further detail throughout this document because the COVID-19 pandemic has had a significant adverse impact on our results of operations for Fiscal 2020 and is expected to have a continued negative impact on our results of operations for the year ending July 31, 2021 (“Fiscal 2021”).

Our Australian ski areas were also impacted by “stay at home” orders and periodic resort closures during their 2021 ski seasons.

The COVID-19 pandemic had a significant adverse impact on our results of operations for Fiscal 2021, and may continue to have a material, negative impact on our resorts for the fiscal year ending July 31, 2022 (“Fiscal 2022”).

Mountain Segment

In the Mountain segment, the Company operates the following 37 destination mountain resorts and regional ski areas, including six resorts within the top ten most visited resorts in the United States for the 2019/2020 North American ski season, as well as Whistler Blackcomb, the most visited resort in North America:

In the Mountain segment, the Company operates the following 37 destination mountain resorts and regional ski areas, including five resorts within the top ten most visited resorts in the United States for the 2020/2021 North American ski season:

*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.

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Destination Mountain Resorts

The below U.S.

visitation data for the 2019/2020 ski season is representative of visitation through mid-March 2020, at which point our Resorts closed early for the season as a result of the COVID-19 pandemic, and therefore the visitation results are not necessarily comparable to a full ski season.

Rocky Mountains (Colorado and Utah Resorts)

• Breckenridge Ski Resort (“Breckenridge”) - the most visited mountain resort in the United States (“U.S.”) for the 2020/2021 ski season with five interconnected peaks offering an expansive variety of terrain for every skill level, including access to above tree line intermediate and expert terrain, and progressive and award-winning terrain parks.

Park City Resort (“Park City”) - the second most visited mountain resort in the U.S.

for the 2019/2020 ski season and the largest by acreage in the U.S.

Park City offers 7,300 acres of skiable terrain for every type of skier and snowboarder and offers guests an outstanding ski experience with fine dining, ski school, retail and lodging.

Vail Mountain Resort (“Vail Mountain”) - the third most visited mountain resort in the U.S.

• Vail Mountain Resort (“Vail Mountain”) - the second most visited mountain resort in the U.S.

for the 2020/2021 ski season.

Vail Mountain offers some of the most expansive and varied terrain in North America with approximately 5,300 skiable acres including seven world renowned back bowls and the resort’s rustic Blue Sky Basin.

• Park City Resort (“Park City”) - the third most visited mountain resort in the U.S.

for the 2020/2021 ski season and the largest by acreage in the U.S.

Park City offers 7,300 acres of skiable terrain for every type of skier and snowboarder and offers guests an outstanding ski experience with fine dining, ski school, retail and lodging.

• Keystone Resort (“Keystone”) - the fourth most visited mountain resort in the U.S.

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Keystone is a premier destination for families with its “Kidtopia” program focused on providing activities for kids on and off the mountain.

Beaver Creek Resort (“Beaver Creek”) - the ninth most visited mountain resort in the U.S.

• Beaver Creek Resort (“Beaver Creek”) - the tenth most visited mountain resort in the U.S.

for the 2020/2021 ski season.

Beaver Creek is a European-style resort with multiple villages and also includes a world renowned children’s ski school program focused on providing a first-class experience with unique amenities such as a dedicated children’s gondola.

Crested Butte Mountain Resort (“Crested Butte”) - acquired in September 2018, Crested Butte is located in southwest Colorado and includes over 1,500 skiable acres and over 3,000 feet of vertical drop.

• Crested Butte Mountain Resort (“Crested Butte”) - located in southwest Colorado and includes over 1,500 skiable acres and over 3,000 feet of vertical drop.

Crested Butte is known for its historic town, iconic mountain peaks and legendary skiing and riding terrain.

Pacific Northwest (British Columbia, Canada)

Whistler Blackcomb (“Whistler Blackcomb”) - located in the Coast Mountains of British Columbia, Canada, approximately 85 miles from the Vancouver International Airport, Whistler Blackcomb is the most visited and largest year-round mountain resort in North America, with two mountains connected by the PEAK 2 PEAK gondola, which combined offer over 200 marked runs, over 8,000 acres of terrain, 14 alpine bowls, three glaciers and one of the longest ski seasons in North America.

• Whistler Blackcomb (“Whistler Blackcomb”) - located in the Coast Mountains of British Columbia, Canada, approximately 85 miles from the Vancouver International Airport, Whistler Blackcomb is the largest year-round mountain resort in North America, with two mountains connected by the PEAK 2 PEAK gondola, which combined offer over 200 marked runs, over 8,000 acres of terrain, 14 alpine bowls, three glaciers and one of the longest ski seasons in North America.

In the summer Whistler Blackcomb offers a variety of activities, including hiking trails, a bike park and sightseeing.

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Lake Tahoe Resorts

Heavenly Mountain Resort (“Heavenly”) - the tenth most visited mountain resort in the U.S.

for the 2019/2020 ski season.

Heavenly is located near the South Shore of Lake Tahoe with over 4,800 skiable acres, straddling the border of California and Nevada and offers unique and spectacular views of Lake Tahoe.

• Heavenly Mountain Resort (“Heavenly”) - located near the South Shore of Lake Tahoe with over 4,800 skiable acres, Heavenly straddles the border of California and Nevada and offers unique and spectacular views of Lake Tahoe.

Heavenly offers great nightlife, including its proximity to several casinos.

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Regional Ski Areas

Our ski resort network allows us to connect guests with drive-to access and destination resort access on a single season pass product.

Building a presence near major metropolitan areas with large populations enables us to drive advanced commitment pass sales among a broad array of guests.

Our ski resort network allows us to connect guests with drive-to access and destination resort access on a single pass product.

Building a presence near major metropolitan areas with large populations enables us to drive advance commitment pass product sales among a broad array of guests.

We own and operate eight regional ski areas in the Northeast that we believe provide a compelling regional and local connection to guests within driving distance from the New York, Boston and the greater New England markets.

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Stevens Pass offers terrain for all levels across 1,125 acres of skiable terrain.

Australia is an important market for both domestic skiing during the Australian winter and as a source of international visitation to the Northern Hemisphere in the Australian off-season, with over one million estimated Australian skier visits annually to North America, Europe and Japan.

Australia is an important market for both domestic skiing during the Australian winter and as a source of international visitation to the Northern Hemisphere in the Australian off-season, with typically over one million estimated Australian skier visits annually to North America, Europe and Japan.

We own three of the five largest ski areas in Australia, which we serve with the Epic Australia Pass, an Australian dollar denominated pass product marketed specifically to Australian guests.

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There are approximately 745 ski areas in North America with approximately 460 in the U.S., ranging from small ski area operations that service day skiers to large resorts that attract both day skiers and destination resort guests looking for a comprehensive vacation experience.

During the 2019/2020 North American ski season, combined skier visits for all ski areas in North America were approximately 68.2 million, which was lower than historical levels due to the COVID-19 pandemic and resulting early resort closures in March across the United States and Canada.

During the 2018/2019 North American ski season (the ski season immediately prior to the outbreak of the COVID-19 pandemic), combined skier visits for all ski areas in North America were approximately 79.7 million.

During the 2020/2021 North American ski season, combined skier visits for all ski areas in North America were approximately 74.5 million, which was lower than historical levels due to the ongoing impacts of COVID-19, particularly with regard to Destination visitation.

During the 2018/2019 North American ski season (the ski season immediately prior to the outbreak of COVID-19), combined skier visits for all ski areas in North America were approximately 79.7 million.

Our North American Resorts had approximately 13.9 million skier visits during the 2020/2021 ski season, representing approximately 18.7% of North American skier visits.

There is limited opportunity for development of new destination ski resorts due to the limited private lands on which ski areas can be built, the difficulty in obtaining the appropriate governmental approvals to build on public lands and the significant capital needed to construct the necessary infrastructure.

As such, there have been virtually no new destination ski resorts in North America for over 35 years, which has and should continue to allow the best-positioned destination resorts to benefit from future industry growth.

As such, there have been virtually no new destination ski resorts in North America for over 40 years, which has allowed and should continue to allow the best-positioned destination resorts to benefit from future industry growth.

Our resorts compete with other major destination mountain resorts, including, among others, Aspen Snowmass, Copper Mountain, Mammoth, Deer Valley, Snowbird, Squaw Valley USA, Killington, Sierra at Tahoe, Steamboat, Jackson Hole and Winter Park, as well as other ski areas in Colorado, California, Nevada, Utah, the Pacific Northwest, the Northeast, Southwest and British Columbia, Canada, and other destination ski areas worldwide as well as non-ski related vacation options and destinations.

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Through our data-driven marketing analytics and personalized marketing capabilities, we target increased penetration of ski pass products, providing our guests with a strong value proposition in return for guests committing to ski at our resorts prior to, or very early into the ski season, which we believe attracts more guests to our resorts.

believe we invest in more capital improvements than our competitors and we create synergies by operating multiple resorts, which enhances our profitability by enabling customers to access our network of resorts with our pass products.

Most of our destination mountain resorts located in the U.S.

typically rank in the most visited ski resorts in the U.S.

(six of the top ten for the 2019/2020 U.S.

We believe we invest in more capital improvements than our competitors and we create synergies by operating multiple resorts, which enhances our profitability by enabling customers to access our network of resorts with our pass products.

Many of our destination mountain resorts located in the U.S.

typically rank in the most visited ski

resorts in the U.S.

(five of the top ten for the 2020/2021 U.S.

ski season), and most of our destination mountain resorts consistently rank in the top ranked ski resorts in North America according to industry surveys, which we attribute to our ability to provide a high-quality experience.

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Additionally, we provide several hundred acres of groomed terrain at each of our mountain resorts with extensive fleets of snow grooming equipment.

• Lift Service

We systematically upgrade our lifts and put in new lifts to increase uphill capacity and streamline skier traffic to maximize the guest experience.

Discretionary expenditures expected for calendar year 2021 include, among other projects, several investments which were previously deferred from calendar year 2020 as a result of COVID-19, including:

• the 250-acre lift-served terrain expansion in the McCoy Park area of Beaver Creek;

• a new four-person high speed lift to serve Peak 7 at Breckenridge;

• replacing the four-person Peru lift at Keystone with a six-person high speed chairlift;

• replacing the Peachtree lift at Crested Butte with a new three-person fixed-grip lift;

• an upgrade of the four-person Quantum lift at Okemo with a six-person high speed chairlift, relocating the existing four-person Quantum lift to replace the Green Ridge three-person fixed-grip chairlift.

In the past several years, we have installed or upgraded several high speed chairlifts and gondolas across our mountain resorts, including:

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• replacing the Galaxy two-person lift with a three-person lift at Heavenly.

replacing each of the Northwoods lift at Vail Mountain, the Peak 10 Falcon SuperChair at Breckenridge and the Montezuma lift at Keystone with new high speed, six-passenger lifts;

upgrading the Drink of Water lift at Beaver Creek with a new high speed, four-person lift.

On April 1, 2020 we announced a reduction in our capital plan for calendar year 2020 in order to maintain a strong liquidity position in response to the COVID-19 pandemic.

The vast majority of these savings will result from the deferral of many of our discretionary capital projects.

We are planning to defer all new chair lifts, terrain expansions and other mountain and base area improvements, while continuing with the vast majority of our maintenance capital spending.

• Terrain Parks

Our mountain resorts and urban ski areas are committed to leading the industry in terrain park design, education and events for the growing segment of freestyle skiers and snowboarders.

Each of our mountain resorts has multiple terrain parks that include progressively-challenging features.

We are committed to leading the industry in terrain park design, education and events for the growing segment of freestyle skiers and snowboarders.

Each of our destination mountain resorts has multiple terrain parks that include

progressively-challenging features.

These park structures, coupled with freestyle ski school programs, promote systematic learning from basic to professional skills.

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• Season Pass & Epic Day Pass Products

We offer a variety of pass products, primarily season pass and Epic Day Pass products, for all of our Resorts that are marketed towards both out-of-state and international (“Destination”) guests as well as in-state and local (“Local”) guests.

We offer a variety of pass products, primarily season pass and Epic Day Pass products, for all of our Resorts that are marketed towards both Destination guests as well as in-state and local (“Local”) guests.

These pass products are available for purchase prior to the start of the ski season, offering our guests a better value in exchange for their commitment to ski at our Resorts before the season begins.

For the 2020/2021 North American ski season, we reduced the prices of our entire portfolio of pass products by 20%.

Our pass program drives strong customer loyalty and mitigates exposure to more weather sensitive guests, leading to greater revenue stability and allowing us to capture valuable guest data.

Additionally, our pass product customers typically ski more days each season than those guests who do not buy pass products, which leads to additional ancillary spending.

Our pass products generated approximately 51% of our total lift revenue for Fiscal 2020, which includes the effects of the early closure of our Resorts as well as the deferral of approximately $121 million of pass product revenue from Fiscal 2020 into Fiscal 2021 as a result of pass credits that we offered to 2019/2020 pass holders who renewed for the 2020/2021 ski season.

In addition, our pass products attract new guests to our Resorts.

Our pass products generated approximately 61% of our total lift revenue for Fiscal 2021, which includes the impact of approximately $120.9 million of pass product revenue which was deferred from Fiscal 2020 and recognized primarily in Fiscal 2021 as a result of pass credits that we offered to 2019/2020 pass holders who renewed for the 2020/2021 ski season.

Sales of pass products are a key component of our overall Mountain segment revenue and help create strong synergies among our Resorts.

Our pass products range from providing access for a certain number of days to one or a combination of our Resorts to our Epic Pass, which provides unrestricted and unlimited 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.

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 two tiers of resort offerings.

All of our various pass product options can be found on our consumer website www.snow.com.

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In April 2019, we acquired Falls Creek and Hotham, located in Victoria, Australia, expanding our portfolio of Australian ski resorts to complement Perisher, which we acquired in June 2015.

Australia is an important international ski market, estimated to generate more than one million skier visits annually to resorts in North America, Japan and Europe.

Stevens Pass in Washington State, acquired in August 2018, is located 85 miles from Seattle and 250 miles from Whistler Blackcomb, a world-renowned international skiing destination which receives more than two million skier visits each year, which we acquired in October 2016.

Stevens Pass in Washington State (acquired in August 2018) is located 85 miles from Seattle and 250 miles from Whistler Blackcomb, a world-renowned international skiing destination which typically receives more than two million skier visits each year.

We have also made strategic acquisitions of mountain resorts located in the Northeast U.S.

recently, including Okemo in Vermont (acquired in September 2018), Mount Sunapee in New Hampshire (acquired in September 2018) and Stowe in Vermont (acquired in June 2017).

recently, including Okemo in Vermont (acquired in September 2018) and Mount Sunapee in New Hampshire (both acquired in September 2018).

These ski areas are premier, high-end ski destinations for skiers and snowboarders on the East Coast, which draw visitors from New York City, Boston and the broader Northeast skier population.

Additionally, we enter into strategic long-term season pass alliance agreements with third-party mountain resorts including Telluride Ski Resort in Colorado, Sun Valley Resort in Idaho, Snowbasin Resort in Utah, Hakuba Valley and Rusutsu Resort in Japan,

Resorts of the Canadian Rockies in Canada, Les 3 Vallées in France, 4 Vallées in Switzerland, Skirama Dolomiti in Italy and Ski Arlberg in Austria, which further increases the value proposition of our pass products.

As a result of the COVID-19 pandemic, we closed our North American Resorts and retail stores beginning on March 15, 2020.

To encourage our pass product holders to renew their pass purchases for next season following the early closures this spring, we announced a credit offer for all existing 2019/2020 North American ski season pass product holders to purchase 2020/2021 North American ski season pass products at a discount (the “Credit Offer”).

The Credit Offer provides discounts ranging from a minimum of 20% to a maximum of 80% for season pass holders, depending on the number of days the pass holder used their pass product during the 2019/2020 season and a credit, with no minimum, but up to 80% for multi-day pass products, such as the Epic Day Pass, based on total unused days.

We also announced that we would be implementing a reservation system for our 34 North American Resorts for the 2020/2021 North American ski season, which will only be available for pass holders during the early season (paid lift tickets will not be sold until December 8, 2020).

For the upcoming 2020/2021 North American ski season, we have introduced Epic Mountain Rewards;

a program which gives pass product holders a discount of 20% off on-mountain food and beverage, lodging, group ski and ride school lessons, equipment rentals and more at the Company’s North American Resorts.

Additionally, we enter into strategic long-term season pass alliance agreements with third-

party mountain resorts including Telluride Ski Resort in Colorado, Sun Valley Resort in Idaho, Snowbasin Resort in Utah, Hakuba Valley and Rusutsu Resort in Japan, Resorts of the Canadian Rockies in Canada, Les 3 Vallées in France, 4 Vallées in Switzerland, Skirama Dolomiti in Italy and Ski Arlberg in Austria, which further increases the value proposition of our pass products.

For the 2020/2021 North American ski season, we introduced Epic Mountain Rewards, a program which provides pass product holders a discount of 20% off on-mountain food and beverage, lodging, group ski school lessons, equipment rentals and more at our North American owned and operated Resorts.

Epic Mountain Rewards is available for everyone who purchases an Epic Pass, Epic Local Pass, Epic Day Pass, Epic Military Pass and most of our other pass products, regardless of whether guests plan to ski one day or every day of the season.

Additionally, we introduced Epic Coverage for the 2020/2021 North American ski season, which is free for all pass holders, completely replaces the need for pass insurance, and provides expanded coverage over our historical pass insurance program.

Epic Coverage provides refunds in the event of certain resort closures (e.g.

for COVID-19), giving pass product holders a refund for any portion of the season that is lost due to qualifying circumstances.

Additionally, Epic Coverage provides a refund for personal circumstances that were historically covered by our pass insurance program, such as eligible injuries, job losses and many other personal events, as well as in the event that the pass holder cannot reserve their preferred days.

Additionally, in April 2020 we introduced Epic Coverage, which is included with the purchase of all pass products for no additional charge.

Epic Coverage provides refunds in the event of certain resort closures and certain travel restrictions (e.g.

for COVID-19), giving pass holders a refund for any portion of the season that is lost due to qualifying circumstances.

Additionally, Epic Coverage provides a refund for qualifying personal circumstances that were historically covered by our legacy pass insurance program, including eligible injuries, job losses and many other personal events.

• Premier Ski Schools

Our mountain resorts are home to some of the highest quality and most widely recognized ski and snowboard schools in the industry.

Our mountain resorts are home to some of the highest quality and most widely recognized ski schools in the industry.

Through a combination of outstanding training and abundant work opportunities, our ski schools have become home to many of the most experienced and credentialed professionals in the business.

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Our Resorts provide a variety of quality on-mountain and base village dining venues, ranging from top-rated fine dining restaurants to trailside express food service outlets.

We normally operate approximately 310 dining venues at our Resorts, although there will be some restrictions or limitations for the upcoming 2020/2021 North American ski season as a result of the impacts of COVID-19 and to ensure the safety of our guests and employees.

Food options in quick-service restaurants will be more limited this season, with just a handful of ready-to-go hot and cold options and no ability for any custom or special orders.

We will be spacing tables in seating areas as well to allow for physical distancing while eating, and we will also be maintaining as much outdoor seating as we can.

For the 2020/2021 ski season, we operated approximately 260 dining venues at our Resorts, which were impacted by restrictions and limitations as a result of the impacts of COVID-19 and to ensure the safety of our guests and employees, including limited food options at quick-service restaurants, spacing of tables in seating areas to allow for physical distancing, and maintaining as much outdoor seating as possible.

• Retail/Rental

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We are a ski industry leader in providing comprehensive destination vacation experiences, including on-mountain activities designed to appeal to a broad range of interests.

In addition to our exceptional ski experiences, guests can choose from a variety of non-ski related activities such as snowtubing, snowshoeing, guided snowmobile and scenic snow cat tours, backcountry expeditions, horse-drawn sleigh rides and high altitude dining.

During a normal summer season, our mountain resorts offer non-ski related recreational activities and provide guests with a wide array of options including scenic chairlift and gondola rides;

mountain biking;

horseback riding;

guided hiking;

4x4 Jeep tours;

and our Epic Discovery program at Vail Mountain, Heavenly and Breckenridge, although some of these activities were restricted or limited for the most recent summer season as a result of the impacts of COVID-19 and to ensure the safety of our guests and employees.

During a normal winter season, in addition to our exceptional ski experiences, guests can choose from a variety of non-ski related activities such as snowtubing, snowshoeing, guided snowmobile and scenic snow cat tours, backcountry expeditions, horse-drawn sleigh rides and high altitude dining, although some of these activities were restricted or limited for the most recent winter season to ensure the safety of our guests and employees as a result of COVID-19.

During a normal summer season, our mountain resorts offer non-ski related recreational activities and provide guests with a wide array of options including scenic chairlift and gondola rides, mountain biking, horseback riding, guided hiking, 4x4 Jeep tours, and our Epic Discovery program at Vail Mountain, Heavenly and Breckenridge, although some of these activities were restricted or limited for both the 2020 and 2021 summer seasons to ensure the safety of our guests and employees as a result of COVID-19.

The Epic Discovery program encourages “learn through play” by featuring extensive environmental educational elements interspersed between numerous activities, consisting of zip lines, children’s activities, challenge ropes courses, tubing, mountain excursions, an alpine slide and alpine coasters.

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one in Wyoming;

three in Vermont;

one in Lake Tahoe, California;

one in Park City, Utah;

and two in Pennsylvania.

and one in Park City, Utah.

For additional property details, see Item 2.

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Hotels are categorized by Smith Travel Research, a leading lodging industry research firm, as luxury, upper upscale, upscale, mid-price and economy.

The service quality and level of accommodations of our RockResorts’ hotels place them in the luxury segment, which represents hotels achieving the highest average daily rates (“ADR”) in the industry, and includes such brands as the Four Seasons, Ritz-Carlton and Starwood’s Luxury Collection hotels.

Our other hotels are categorized in the upper upscale and upscale segments of the hotel market.

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We believe that this comparison to the upper upscale segment is appropriate as our mix of owned hotels include those in the luxury and upper upscale segments, as well as certain of our hotels that fall in the upscale segment.

The highly seasonal nature of our lodging properties generally results in lower average occupancy as compared to the upper upscale segment of the lodging industry as a whole.

The highly seasonal nature of our lodging properties typically results in lower average occupancy as compared to the upper upscale segment of the lodging industry as a whole, although this was not the case during Fiscal 2021 as a result of the significant impacts of COVID-19 on the broader lodging industry.

Competition in the hotel industry is generally based on quality and consistency of rooms, restaurants, meeting facilities and services, the attractiveness of locations, availability of a global distribution system and price.

Our properties compete within their geographic markets with hotels and resorts that include locally-owned independent hotels, as well as facilities owned or managed by national and international chains, including such brands as Four Seasons, Hilton, Hyatt, Marriott, Ritz-Carlton, Starwood’s Luxury Collection and Westin.

Our properties also compete for convention and conference business across the national market.

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Capital funding for third-party owned properties is provided by the owners of those properties to maintain standards required by our management contracts.

Projects at our owned properties completed over the past several years include extensive refurbishments and upgrades to the Grand Summit Hotel, Colter Bay Village Cabins, and DoubleTree by Hilton Breckenridge.

Additionally, we have completed guest room renovations at the Keystone Lodge and The Pines Lodge.

National Park Concessionaire Properties

We own GTLC, which is based in the Jackson Hole area in Wyoming and operates within Grand Teton National Park under a 15-year concessionaire agreement with the NPS that expires December 31, 2021.

We own GTLC, which is based in the Jackson Hole area in Wyoming and operates within Grand Teton National Park under a concessionaire agreement with the NPS with an initial term that would have expired on December 31, 2021.

In June 2021, we agreed to an amendment to the agreement extending the term an additional two years, with an expiration date of December 31, 2023.

We also own Flagg Ranch, located in Moran, Wyoming and centrally located between Yellowstone National Park and Grand Teton National Park on the John D.

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Memorial Parkway (the “Parkway”).

Flagg Ranch operates under a 15-year concessionaire agreement with the NPS that expires October 31, 2026.

Flagg Ranch operates under a concessionaire agreement with the NPS that expires October 31, 2028.

GTLC also owns Jackson Hole Golf & Tennis Club (“JHG&TC”), located outside Grand Teton National Park near Jackson, Wyoming.

GTLC’s operations within Grand Teton National Park and JHG&TC have operating seasons that generally run from June through the end of September.

As a result of the COVID-19 pandemic and in response to guidance from the NPS, the Centers for Disease Control and Prevention and other local and national health authorities, operations for the 2020 season were limited or adjusted.

This included closures of Jackson Lake Lodge and Jenny Lake lodge for the season, as well as the temporary closure of many facilities and restrictions on guided activities, in-restaurant dining and stayover housekeeping service for cabins.

We primarily compete with such companies as Aramark Parks & Resorts, Delaware North Companies Parks & Resorts, Forever Resorts and Xanterra Parks & Resorts in retaining and obtaining NPS concessionaire agreements.

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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.

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.

We believe that, due to the low carrying cost of our real estate land investments, we are well situated to promote future projects with third-party developers while limiting our financial risk.

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Most of our marketing efforts drive traffic to our websites, where we provide our guests with information regarding each of our Resorts, including services and amenities, reservations information, virtual tours and the opportunity to book/purchase our full suite of products (e.g.

lift access, lodging, ski and ride school, rentals, etc.) for their visits.

lift access, lodging, ski school, rentals, etc.) for their visits.

We also enter into strategic alliances with companies to enhance the guest experience at our Resorts, as well as to create opportunities for cross-marketing.

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Additionally, we operate several golf courses proximate to our Resorts, as described above.

Sustainability and Social Responsibility

Sustainability is a core philosophy for us.

Our Resorts operate in some of the world’s greatest natural environments, and we are compelled to care for and conserve them.

Through our corporate social responsibility and sustainability program, Epic Promise, we focus on resource conservation, forest health and building stronger local communities through contributions to local non-profit organizations.

Sustainability & Social Responsibility

Sustainability remains a core philosophy for us.

As a company rooted in the great outdoors, we have a unique responsibility to protect and preserve the incredible environments in which we operate.

Through our corporate sustainability and social responsibility program, EpicPromise, we focus on climate change mitigation, resource conservation, and building stronger local communities through contributions to local non-profit organizations.

Our sustainability efforts are diverse and touch nearly every area of our operations.

In 2017, we launched our Commitment to Zero, a pledge to have a zero net operating footprint by 2030.

This commitment includes achieving zero net emissions by finding operational energy efficiencies, investing in renewable energy and investing in offsets and other emissions reduction projects, zero waste to landfills by diverting 100% of waste from our operations and zero net operating impact to forests and habitat by restoring an acre of forest for every acre displaced by our operations.

As a result of this commitment, Vail Resorts was accepted as the first travel and tourism company into RE100 , a collaborative initiative uniting more than 100 global and influential businesses which are committed to 100% renewable electricity.

During Fiscal 2020, we made significant progress toward our Commitment to Zero goals.

Specifically, we reached our interim goal of achieving 50% waste diversion across the enterprise through waste reduction efforts as well as developing robust composting and recycling diversion programs.

We also enabled the new 82-turbine Plum Creek Wind project to come online and committed to purchase 310,000 megawatt hours (MWh) of wind energy annually.

This amount of wind power will address more than 90% of the Company’s current electricity use across its 34 North American destination mountain resorts and regional ski areas.

In addition, during Fiscal 2020, we sponsored the reforestation of 39 acres in the Gunnison National Forest in Colorado that had been damaged by bark beetle, which effort addressed 100% of the forests impacted by our operations over the year.

In 2017, we launched Commitment to Zero, our pledge to have a zero net operating footprint by 2030.

This commitment includes (i) achieving zero net emissions by finding operational energy efficiencies, investing in renewable energy and investing in offsets and other emissions reduction projects, (ii) zero waste to landfill by diverting 100% of waste from our operations, and (iii) zero net operating impact to forests and habitat by restoring an acre of forest for every acre displaced by our operations.

As a result of this commitment, Vail Resorts was accepted as the first travel and tourism company into RE100, a collaborative initiative uniting more than 300 global and influential businesses committed to 100% renewable electricity.

During Fiscal 2021, we continued to make progress toward our Commitment to Zero goals, despite operational adjustments made in response to COVID-19.

Specifically, we focused on maintaining our robust composting and recycling diversion programs as much as

possible and started new composting programs at seven resorts.

In Colorado and Utah, we drove a pilot project to recycle snack wrappers and worked with strategic partners to create picnic tables, Adirondack chairs and a terrain park feature made from recycled wrappers and bottles for participating resorts.

The 82-turbine Plum Creek Wind project we enabled came online in June 2020, and in Fiscal 2021 we purchased approximately 281,000 megawatt hours (MWh) of wind energy, addressing an estimated 85% of the Company’s current electricity use across its 34 North American destination mountain resorts and regional ski areas.

For over two years, Vail Resorts has worked with leaders from other ski companies to develop an industry-driven climate commitment.

In June 2021 we, alongside Alterra Mountain Company, Boyne Resorts, and POWDR, announced the Climate Collaborative Charter - the ski industry’s first unified effort to combat climate change.

This partnership leverages our leadership in sustainability and is expected to accelerate our collective progress, leading the industry toward long-term transformational change.

In addition, during Fiscal 2021, we sponsored the reforestation of acreage in the White River National Forest in Colorado that was devastated in a 2017 wildfire, which addressed 100% of the forests impacted by our operations over the year.

Through direct Epic Promise grants and contributions from our $1 guest donation program, we partner with several local environmental organizations to fund restoration projects, including the National Forest Foundation, The Tahoe Fund, Grand Teton National Park Foundation, Mountain Trails Foundation in Park City and the EnviroFund at Whistler Blackcomb.

We encourage our employees to help protect the environment and support their local community, with over 20,000 volunteer hours donated annually on average.

Our Epic Promise community investment grant program focuses support on local programs addressing marginalized youth and critical community needs.

During Fiscal 2020, we hosted more than 5,000 youth across our resorts through multi-day programs focused on mentorship, leadership and the impact of outdoor time on mental health.

We also encourage our employees to help protect the environment and support their local community by volunteering with various organizations.

For Fiscal 2021, our focus for the EpicPromise community impact grant program was on COVID-19 response in our resort communities, including housing assistance, food security, equal access to education and other basic needs and services.

In addition, we hosted more than 3,000 youth across our resorts through multi-day programs focused on mentorship, leadership and the impact of outdoor time on mental health in this unprecedented time.

Finally, our EpicPromise Employee Foundation (the “Foundation”), which was established in 2015, is a charitable foundation funded by annual contributions from the Company, its employees and its guests.

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Information on our websites does not constitute part of this document.

At fiscal year end, we employed approximately 7,100 year-round employees, including furloughed employees.

During the height of our most recent operating seasons (prior to the outbreak of the COVID-19 pandemic for our North American winter operations), we employed approximately 36,100 additional seasonal employees.

Human Capital Management

At Vail Resorts, our Talent Philosophy focuses on fully achieving our mission and vision by ensuring we have the talent in place to deliver on our future growth plans.

We are truly passionate about our people, and we are focused on hiring and developing the best talent and building the best teams around them.

At fiscal year end, we employed approximately 6,100 year-round employees.

Over the course of our Resorts’ various winter and summer operating seasons in Fiscal 2021, we employed approximately 40,200 seasonal employees.

In addition, we employed approximately 100 year-round employees and 100 seasonal employees on behalf of the owners of our managed hotel properties.

We consider our employee relations to be good.

We consider our employee relations to be positive.

Our talent philosophy recognizes that people are our most important asset in driving our business growth, and outlines the role that leaders play in attracting, developing, engaging and rewarding high performing, high potential talent, including supporting them to achieve their future career growth.

Our talent management system enables leaders with programs and tools to effectively assess, develop and reward talent and includes regular Leadership Talent Review and Assessment processes to ensure that the caliber and capability of our talent aligns with the sophistication of our business strategies and processes.

Our executive team reviews talent strategy and succession planning frequently, including with our Board of Directors, to assess current and future talent needs.

We have a strong track record of hiring, developing and preparing high performing, high potential talent for internal mobility and succession and since 2018, we have nearly doubled our percentage of high performing, high potential talent through performance management and talent upgrades.

As a result, succession for our senior leadership roles, is primarily sourced through internal talent development and promotion, rather than external hires (72% internal fill rate).

Over the past twelve months, we announced internal successors for some of the most senior roles in our Company, including Chief Executive Officer, Chief Marketing Officer, President of the Mountain Division, and Chief Operating Officer of Hospitality and Retail.

All of our recent appointments of General Manager and Chief Operating Officers of our Resorts for the past three years came from internal succession.

To ensure we are building high performing teams, we encourage every employee at every level within the Company to continuously grow their leadership by participating in on-going leadership events that build leadership capability and drive aligned leadership expectations to enable business outcomes.

We host an annual Leadership Summit that brings together our leaders at manager level and above to build understanding and alignment to business priorities, explore emerging leadership

topics and build connections across our growing global business and organization.

We offer ongoing digital leadership series discussions led by our CEO for this same population throughout the year and equip leaders to share learnings and insights from these sessions in dialogue with their teams for the benefit of the entire organization.

Our leadership philosophy has a very strong emphasis on emotional intelligence and a leader’s ability to understand their own impact on others, and shape that impact to unlock the potential of their teams.

We offer a broad range of professionally designed leadership development programs for entry level seasonal employees to the most senior executives, with differentiated development for our highest performing, highest potential employees who make up our long-term leadership succession pipeline.

We provide tools and resources for employees of all levels to learn and grow as leaders and reward this as part of our performance management process.

The Lift, our learning management system, gives employees access to a library of online learning resources to help them succeed.

We also provide access to development tools, like the Insights Discovery platform, a behavioral assessment that offers a framework for self-understanding and development.

Finally, to help employees navigate unique challenges presented by COVID-19, we intentionally invested in building new scalable digital programs to provide leaders across the company real-time capability to drive a successful business recovery, including programs focusing on resilience, agility, change leadership, sustainable energy and mental health.

Early on in the COVID crisis, we implemented a continuous listening survey to measure and understand the impact of COVID and our response actions on employees, in order to make timely adjustments to maintain strong alignment and focus, and to care for the needs of our employees through a challenging and uncertain period.

As the winter season progressed and we achieved a level of business and organization stability, we broadened our continuous listening survey objectives and approach to focus on the drivers of sustainable engagement.

Vail Resorts Culture

Core to our human capital management strategy is our mission – to create an Experience of a Lifetime for our employees so they can in turn create an Experience of a Lifetime for our guests.

We have a values-based leadership culture that places a premium on leader transparency, vulnerability and authenticity.

We look for people to join Vail Resorts who are brave, passionate and ambitious.

As Vail Resorts employees, we hold ourselves accountable for living these seven foundational values every day in everything we do:

Serve Others, Do Right, Do Good, Be Safe, Have Fun, Be Inclusive and Drive Value.

Diversity, Equity and Inclusion

We believe that diversity, equity and inclusion (“DEI”) is core to both our company success and the future growth of our industry.

At Vail Resorts, one of our core values is “Be Inclusive”, which means that we expect everyone at our Company to be welcoming to others, including all races, gender identities, sexual orientations, abilities and other differences.

We have a long history of building gender diversity throughout the Company.

Women represent 48% of our corporate senior leaders at the director level and above and over 50% of our corporate roles generally.

Ten resorts in our portfolio are led by women, including three of our five largest resorts (Vail, Beaver Creek and Breckenridge).

As of November 1, 2021, five of our ten directors will be women and two of our nine executive committee members are women, and our Chief Executive Officer, Kirsten Lynch, will be the only woman to head a Fortune 1000 company in travel and leisure.

While women currently represent only approximately 20% of mountain operations senior leadership roles, we continue to strive to bring more gender diversity to these roles, which have historically been male-dominated.

We have also developed Women in Leadership programs to foster an inclusive culture, and Forbes named us one of America’s Best Employers for Women in both 2019 and 2020.

We are focused on improving racial diversity at Vail Resorts, as well as in our communities and our industry.

To that end, we are working towards addressing barriers to attracting the best talent from BIPOC communities in order to fuel innovation and growth within our Company and industry.

We are also incorporating more diverse representation in our marketing efforts, including more direct outreach to communities of color.

Over this past year, we undertook extensive efforts around DEI, including company-wide virtual webinars bringing forward diverse voices, DEI dialogues with external thought leaders, and online DEI training modules aligned with our “Be Inclusive” value.

As part of our commitment to driving sustainable change, we are listening and learning as a company, and the Company is part of CEO Action, Colorado Inclusive Economy and Civic Alliance.

We require our full-time, year-round employees, as well as certain seasonal employees, to complete annual training as part of our Code of Conduct.

This annual requirement includes training on a variety of topics, including unconscious bias and anti-harassment.

In Fiscal 2021, the training was completed by 98% of this employee base.

Our Code of Conduct states that every employee is entitled to work in a respectful environment that is free of harassment, bullying and discrimination.

Mountain Safety

The nature of our on-mountain operations comes with inherent safety risks, and the health and safety of our employees is a top priority.

It is the shared responsibility of every employee to actively participate in creating a safe and secure environment and to minimize injuries.

To that end, we routinely:

• Provide resources and education to promote safe operating environments at our resorts, including compliance with Occupational Safety and Health Administration standards, as well as to improve overall workplace safety and health.

This includes regular and ongoing safety training and assessments as well as safety audits, and all employees are required to take annual slope safety training.

• Proactively assess risks to identify and mitigate unsafe conditions and integrate learnings from incidents to prevent future occurrences across our network of resorts.

• Hire and train a dedicated health and safety team that oversees resort operations as well as highly trained ski patrol professionals at each resort.

COVID-19 Safety

The safety of our employees, guests and resort communities has been of utmost importance to us amidst the COVID-19 pandemic.

The vast majority of our corporate employees worked remotely during COVID-19, and we currently plan to re-open our corporate office in January 2022.

Our mountain operations, retail, lodging and other employees need to be onsite to carry out their work, and as part of our commitment to safety for these employees, we took the following actions associated with COVID-19 safety protocols:

▪ All employees were required to wear face coverings at all times during the 2020/21 winter season, and we currently require face coverings to be worn by employees and guests in any of our indoor spaces.

▪ Employees undergo daily health screenings.

▪ Employees receive training to ensure compliance with additional health and safety protocols.

▪ Implemented on-site testing for employees.

▪ Implemented procedures to address actual and suspected COVID-19 cases and potential exposure.

▪ High-touch surfaces are frequently cleaned and disinfected with EPA-approved products for COVID.

▪ Enhanced cleaning and disinfecting.

▪ Hand sanitizing stations provided throughout resorts.

▪ Plexiglass barriers installed in areas where physical distancing measures are more difficult, including points of purchase.

▪ Provided mental health support and access.

We continue to monitor guidance from federal and local health authorities in evaluating the need for continued COVID-19 safety protocols with regard to ongoing operations and as we prepare for the 2021/2022 North American ski season.

Intellectual Property

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We also seek to maintain our trade secrets and confidential information by nondisclosure policies and through the use of appropriate confidentiality agreements and contractual provisions.

In the highly competitive industry in which we operate, trademarks, service marks, trade names and logos are very important in the sales and marketing of our mountain resorts and urban ski areas, lodging properties and services.

In the highly competitive industry in which we operate, trademarks, service marks, trade names and logos are very important in the sales and marketing of our pass products, destination mountain resorts and regional ski areas, lodging properties and services.

We seek to register and protect our trademarks, service marks, trade names and logos and have obtained a significant number of registrations for those trademarks.

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trademark registrations for the Whistler Blackcomb ® name and logo.

The Company licenses the right to use the federally registered trademark Northstar California ® from CLP Northstar, LLC.

Environmental Compliance and other Laws and Regulations

Our operations are subject to federal, state and local laws and regulations governing the environment including laws and regulations governing water and sewer discharges, water use, air emissions, soil and groundwater contamination, the maintenance of underground and aboveground storage tanks, and the disposal of waste and hazardous materials.

Our operations are subject to federal, state and local laws and regulations governing the environment, including laws and regulations governing water and sewer discharges, water use, air emissions, soil and groundwater contamination, the

maintenance of underground and aboveground storage tanks, and the disposal of waste and hazardous materials.

Examples of such laws and regulations in the U.S.

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Each of the Forest Service Resorts operates under a SUP, and the acreage and expiration date information for each SUP is as follows:

Forest Service Resort

Expiration Date

December 31, 2029

Vail Mountain

December 1, 2031

December 31, 2032

November 8, 2039

April 4, 2047

November 18, 2050

March 1, 2052

August 15, 2058

Crested Butte

September 27, 2058

Forest Service Resort Acres Expiration Date

Breckenridge 5,702 December 31, 2029

Vail Mountain 12,353 December 1, 2031

Keystone 8,376 December 31, 2032

Beaver Creek 3,849 November 8, 2039

Heavenly 7,050 May 1, 2042

Mount Snow 894 April 4, 2047

Attitash 279 April 4, 2047

Wildcat 953 November 18, 2050

Kirkwood 2,330 March 1, 2052

Stevens Pass 2,443 August 31, 2058

Crested Butte 4,350 September 27, 2058

We anticipate requesting a new SUP for each Forest Service Resort prior to its expiration date as provided by Forest Service regulations and the terms of each existing SUP.

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For use of the land authorized by the SUPs, we pay a fee to the Forest Service ranging from 1.5% to 4.0% of adjusted gross revenue for activities authorized by the SUPs.

Included in the calculation are sales from, among other things, lift tickets, season passes, ski school lessons, food and beverage, certain summer activities, equipment rentals and retail merchandise.

Included in the calculation are sales from, among other things, lift tickets, pass products, ski school lessons, food and beverage, certain summer activities, equipment rentals and retail merchandise.

The SUPs may be revised or amended to accommodate changes initiated by us or by the Forest Service to change the permit area or permitted uses.

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Under both leases, the land can be used for the development and operation of a ski area including ski trails, ski lifts, warming shelters, restaurants and maintenance facilities.

For use of the land under the leases, we pay a fee to the State of Vermont based on revenue for activities authorized by the lease, such as lift tickets, season passes, food and beverage, summer activities and retail merchandise.

For use of the land under the leases, we pay a fee to the State of Vermont based on revenue for activities authorized by the lease, such as lift tickets, pass products, food and beverage, summer activities and retail merchandise.

We are obligated to indemnify the State of Vermont from third-party claims arising out of our operations under the lease.

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The land can be managed and operated as a ski area and summer recreational facility, including all of its support activities, to provide year-round outdoor recreation.

For use of the land under the lease, we pay a fee to the State of New Hampshire that includes both a base fee and a fee based on revenue from activities authorized by the lease, such as lift tickets, season passes, food and beverage, summer activities and retail merchandise.

For use of the land under the lease, we pay a fee to the State of New Hampshire that includes both a base fee and a fee based on revenue from activities authorized by the lease, such as lift tickets, pass products, food and beverage, summer activities and retail merchandise.

We are obligated to indemnify the State of New Hampshire from third-party claims arising out of our operations under the lease.

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The ARM Act authorizes the RMBs to grant leases subject to Ministerial approval, and under this power, the entities operating the Hotham and Falls Creek resorts have each been leased land within the Alpine National Park under various long-term leases with differing expiration dates.

The main lease for the ski field at Falls Creek expires December

31, 2040, while the main lease for the ski field at Hotham expires December 31, 2057.

The main lease for the ski field at Falls Creek expires December 31, 2040, while the main lease for the ski field at Hotham expires December 31, 2057.

The key ski field leases provide for the payment of rent with both a fixed and variable component, a community service charge payable to the ARCC and a ski patrol contribution payable to RMBs.

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GTLC operates three lodging properties, food and beverage services, retail, camping and other services within the Grand Teton National Park under a concessionaire agreement with the NPS.

Our concessionaire agreement with the NPS for GTLC expires on December 31, 2021, and we pay a fee to the NPS of a percentage of the majority of our sales occurring in Grand Teton National Park.

Our concessionaire agreement with the NPS for GTLC, which had an initial term expiration date of December 31, 2021, was amended in June 2021 to extend the term to December 31, 2023.

We pay a fee to the NPS of a percentage of the majority of our sales occurring in Grand Teton National Park.

Flagg Ranch Company, a wholly-owned subsidiary, provides lodging, food and beverage services, retail, service station, recreation and other services on the Parkway located between Grand Teton National Park and Yellowstone National Park.

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

What changed 10-K

Item 1. Business