What changed in this filing

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Item 1. Business

2023-09-28 compared with 2022-09-28 · 159 added, 161 removed, 388 unchanged (45% of the section changed)

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Vail Resorts, Inc., a Delaware corporation, was organized as a holding company in 1997 and operates through various subsidiaries.

Our operations are grouped into three business segments:

Our operations are grouped into three reportable segments:

Mountain, Lodging and Real Estate, which represented approximately 88%, 12% and 0%, respectively, of our net revenue for our fiscal year ended July 31, 2023 (“Fiscal 2023”).

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Additionally, the Mountain segment includes ancillary services, primarily including ski school, dining and retail/rental operations.

In the Lodging segment, we own and/or manage a collection of luxury hotels and condominiums under our RockResorts brand;

other strategic lodging properties and a large number of condominiums located in proximity to our North American mountain resorts;

National Park Service (“NPS”) concessioner properties including the Grand Teton Lodge Company (“GTLC”), which operates destination resorts in Grand Teton National Park;

a Colorado resort ground transportation company and mountain resort golf courses.

In the Lodging segment, we own and/or manage a collection of luxury hotels and condominiums under our RockResorts brand, other strategic lodging properties and a large number of condominiums located in proximity to our North American mountain resorts, National Park Service (“NPS”) concessioner properties including the Grand Teton Lodge Company (“GTLC”), which operates destination resorts in Grand Teton National Park, a Colorado resort ground transportation company and mountain resort golf courses.

We refer to “Resort” as the combination of the Mountain and Lodging segments.

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“Financial Statements and Supplementary Data.”

Acquisition of Andermatt-Sedrun Sport AG

On August 3, 2022, through a wholly-owned subsidiary, we acquired a 55% controlling interest in Andermatt-Sedrun Sport AG (“Andermatt-Sedrun”) from Andermatt Swiss Alps AG ("ASA").

Andermatt-Sedrun operates mountain and ski-related assets, including all lifts, most of the restaurants and a ski school operation at the ski area.

We invested CHF 149.3 million ($155.7 million), comprised of a CHF 110.0 million ($114.4 million) investment into Andermatt-Sedrun for use in capital investments to enhance the guest experience on the mountain and CHF 39.3 million ($41.3 million) paid to ASA.

The proceeds paid to ASA will be fully reinvested into the real estate developments in the base area.

ASA has retained a 40% ownership stake, with a group of existing shareholders comprising the remaining 5% ownership.

COVID-19 Impact

The COVID-19 pandemic has caused significant disruptions in international and U.S.

economies and markets, and has had an unprecedented impact on the travel and leisure industries, including our Company.

While our North American Resorts were operational throughout the 2021/2022 ski season, the impacts of COVID-19, and specifically the Omicron variant, resulted in negative impacts to our operational results, including staffing challenges, increased labor costs and reduced visitation through the holiday period of the 2021/2022 North American ski season.

In particular, Whistler Blackcomb was disproportionately impacted by COVID-19 related travel restrictions during the holiday period, which continued to result in lower than normal U.S.

destination and international visitation to the resort.

However, our results for the 2021/2022 North American ski season significantly improved following the holiday period, and have significantly outperformed results from the prior year, primarily due to the greater impact of COVID-19 and related limitations and restrictions on results for the prior year.

Despite these improved results, COVID-19 still presents significant challenges, including challenges to our ability to maintain adequate staffing in a constrained labor market.

Mountain Segment

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In addition to providing extensive guest amenities, we also lease some of our owned and leased commercial space to third party operators to add unique restaurants and retail stores to the mix of amenities at the base of our resorts.

Many of our destination mountain resorts are year-round mountain resorts that provide a comprehensive resort experience to a diverse clientele with an attractive demographic profile.

Many of our destination mountain resorts operate year-round and provide a comprehensive resort experience to a diverse clientele with an attractive demographic profile.

We offer a broad complement of winter and summer recreational activities, including skiing, snowboarding, snowshoeing, snowtubing, sightseeing, mountain biking, guided hiking, zip lines, challenge ropes courses, alpine slides, mountain coasters, children’s activities and other recreational activities.

Collectively, our Resorts are located in close proximity to population centers totaling over 110 million people.

Collectively, our Resorts are located in close proximity to population centers totaling approximately 110 million people.

Destination Mountain Resorts

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• Breckenridge Ski Resort (“Breckenridge”) - the most visited mountain resort in the United States (“U.S.”) for the 2022/2023 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.

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

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

for the 2022/2023 ski season and the largest by acreage in the U.S.

Park City offers 7,300 skiable acres, including diverse terrain for every type of skier and snowboarder.

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

for the 2022/2023 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 2021/2022 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.

for the 2021/2022 ski season and home to the highly renowned A51 Terrain Park, as well as the largest area of night skiing in Colorado.

Keystone also offers guests a unique skiing opportunity through guided snow cat ski tours accessing five bowls.

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

for the 2022/2023 ski season, as well as the largest area for night skiing in Colorado.

For the 2023/2024 ski season, we also plan to complete the transformational lift-served terrain expansion project in Bergman Bowl, increasing lift served terrain by 555 acres with the addition of a new six-person high speed lift, and also providing lift-served access to Erickson Bowl.

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

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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 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 (135 kilometers) 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 skiable acres (3,300 hectares), 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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Northstar’s village features high-end shops and restaurants, a conference center and a 9,000 square-foot skating rink.

• Kirkwood Mountain Resort (“Kirkwood”) - located about 35 miles southwest of South Lake Tahoe, offering a unique location atop the Sierra Crest, Kirkwood is recognized for offering some of the best high alpine advanced terrain in North America with 2,000 feet of vertical drop and over 2,300 acres of terrain.

• Andermatt-Sedrun - acquired by the Company on August 3, 2022, Andermatt-Sedrun is located approximately 70 miles from Zurich, Switzerland and approximately 200 miles from Geneva, Switzerland, in the Ursern Valley of the Swiss Alps.

Andermatt-Sedrun offers nearly 75 miles of varied terrain and a top elevation of 9,800 feet across the mountains of Andermatt, Sedrun and Gemsstock, with connected access to Disentis, which is owned independently.

The ski area spans over 10 miles of scenic high alpine terrain between Andermatt and Sedrun, including the iconic Oberalp Pass, and is connected by the Matterhorn Gothard Bahn which operates year-round.

• Andermatt-Sedrun (“Andermatt-Sedrun”) - marking our first owned and operated resort in Europe, the Company acquired a 55% controlling ownership stake in Andermatt-Sedrun during Fiscal 2023.

Andermatt-Sedrun is located approximately 70 miles (110 kilometers) from Zurich, Switzerland and approximately 200 miles (320 kilometers) from Geneva, Switzerland, in the Ursern Valley of the Swiss Alps.

Andermatt-Sedrun offers nearly 75 miles (120 kilometers) of varied terrain and a top elevation of 9,800 feet (3,000 meters) across the mountains of Andermatt, Sedrun and Gemsstock, with connected access to Disentis, which is independently owned.

The ski area spans over 10 miles (16 kilometers) of scenic high alpine terrain between Andermatt and Sedrun, including the iconic Oberalp Pass, and is connected by the Matterhorn Gothard Bahn, a railway which operates year-round.

Regional Ski Areas

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We own and operate ten ski areas in the Midwest that draw guests from Chicago, Detroit, Minneapolis, St.

Louis, Indianapolis, Cleveland, Columbus, Kansas City and Louisville.

Located within close proximity to major metropolitan markets, these ski areas provide beginners with easy access to beginner ski programs and offer night skiing for young adults and families.

Additionally, the proximity of these ski areas allows for regular usage by avid skiers.

Louis, Indianapolis, Cleveland, Columbus, Kansas City and Louisville, among others.

Located within close proximity to major metropolitan markets, these ski areas provide beginners with easy access to beginner ski programs and many also offer night skiing for young adults and families.

Additionally, the proximity of these ski areas to metropolitan areas allows for regular usage by avid skiers.

Pacific Northwest (U.S.)

Stevens Pass Resort (“Stevens Pass’’) - acquired in August 2018, Stevens Pass is located less than 85 miles from Seattle and sits on the crest of Washington State’s Cascade Range.

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

Stevens Pass Resort (“Stevens Pass’’) - located less than 85 miles from Seattle on the crest of Washington State’s Cascade Range, Stevens Pass offers terrain for all levels across over 1,100 acres of skiable terrain.

Stevens Pass has operated for over 80 years and is known for its numerous bowls, glades and faces, as well as extensive lighted terrain for skiing and riding well into the evening.

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.

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Ski Industry/Competition

There are approximately 755 ski areas in North America with approximately 470 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.

There are approximately 760 ski areas operating in North America with approximately 480 in the U.S., ranging from small ski area operations that service day skiers to large resorts that attract both day skiers and destination guests looking for a comprehensive vacation experience.

During the 2022/2023 North American ski season, combined skier visits for all ski areas in North America were approximately 85.8 million.

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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 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, Palisades Tahoe, 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, the Southwest, British Columbia, Canada and Switzerland, and other destination ski areas worldwide as well as non-ski related vacation options and destinations.

Additionally, our pass products compete with other multi-resort frequency and pass products in North America, including the IKON Pass, the Mountain Collective Pass and various regional and local pass products.

As such, there have been virtually no new destination ski resorts of scale 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, Palisades Tahoe, 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, the Southwest, British Columbia, Canada, Australia and Switzerland, and other destination ski areas worldwide as well as non-ski related vacation options and destinations.

Additionally, our pass products compete with other single and multi-resort frequency pass products in North America, including the IKON Pass, the Mountain Collective Pass and various regional and local pass products.

The ski industry statistics stated in this section have been derived primarily from data published by Colorado Ski Country USA, Canadian Ski Council, Kottke National End of Season Surveys as well as other industry publications.

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We believe our premier resorts and business model differentiate our Company from the rest of the ski industry.

We own and operate some of the most iconic, branded destination mountain resorts in geographically diverse and important ski destinations in Colorado, Utah, Lake Tahoe and the Pacific Northwest, including British Columbia, Canada.

We own and operate some of the most iconic, branded destination mountain resorts in geographically diverse and important ski destinations in North America, including Colorado, Utah, Lake Tahoe and the Pacific Northwest, including British Columbia, Canada.

These resorts are complemented by regional ski areas in the Northeast, Pacific Northwest, Midwest and Mid-Atlantic regions, which are strategically positioned near key U.S.

population centers, as well as three ski areas in Australia and one ski resort in Switzerland.

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.

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.

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 or ride at our resorts prior to, or very early into the ski season, which we believe attracts more guests to our resorts.

We believe we invest in more capital improvements than our competitors and we create synergies through our owned and operated network of 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.

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(five of the top ten for the 2022/2023 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.

ski season), and most of our destination mountain resorts are consistently 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.

We believe the following factors contribute directly to each Resort’s success:

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Our mountain resorts offer a multitude of skiing and snowboarding experiences for the beginner, intermediate, advanced and expert levels.

Each mountain resort is fully integrated into expansive resort base areas offering a broad array of lodging, dining, retail, nightlife and other amenities, some of which we own or manage, to our guests.

Each mountain resort is fully integrated into expansive resort base areas offering a broad array of lodging, dining, retail, nightlife and other amenities, some of which we own or manage.

• Snow Conditions

Our Resorts in the Rocky Mountain region of Colorado and Utah, the Sierra Nevada Mountains in Lake Tahoe and the Coast Mountains in British Columbia, Canada receive average annual snowfall between 18 and 35 feet.

Even in these areas which receive abundant snowfall, we have invested in significant snowmaking systems that help provide a more consistent experience, especially in the early season.

Our Resorts in the Rocky Mountain region of Colorado and Utah, the Sierra Nevada Mountains in Lake Tahoe and the Coast Mountains in British Columbia, Canada generally receive abundant snowfall each year, but we have invested significantly in snowmaking systems in these areas that help provide a more consistent experience, especially in the early season.

We have made significant recent investments in our snowmaking systems in Colorado that transformed the early-season terrain experience at Vail, Keystone and Beaver Creek.

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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 2022 include, among other projects, the installation of 18 new or replacement lifts across 12 of our resorts.

Key lift upgrades include, among others:

• a new high-speed 10-person gondola at Whistler Blackcomb replacing the existing 6-person gondola;

• replacing Whistler Blackcomb’s existing Big Red Express high-speed 4-person lift with a high-speed 6-person chair;

• a new high-speed 4-person chair in Vail’s Sun Down Bowl;

• replacing the current 4-person chair in Vail’s Game Creek Bowl with a new high-speed 6-person lift;

• replacing Breckenridge’s current fixed-grip double Rip’s Ride lift with a high-speed 4-person chair;

• a new high-speed 6-person chair replacing Northstar’s Comstock 4-person chair;

• replacing Heavenly’s existing fixed-grip triple North Bowl lift with a high-speed 4-person chair.

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

Discretionary capital expenditures expected for calendar year 2023 include, among other projects:

• a new high-speed six-person lift in Bergman Bowl at Keystone, providing access to more than 550 acres of intermediate-and-above high alpine terrain, including 16 new trails in Bergman and Erickson Bowls;

• replacing Breckenridge’s fixed-grip double 5-Chair with a new high-speed four-person lift as part of a continued investment plan in the Peak 8 base area, which also includes new teaching terrain and a transport carpet from the base to make beginner terrain more accessible;

• replacing Whistler Blackcomb’s existing four-person high speed Fitzsimmons lift with a new high-speed eight-person lift, which will increase uphill capacity from Whistler Village, significantly reducing wait times and improving bike haul capacity during summer operations;

• replacing Stevens Pass’ current fixed-grip double Kehr’s Chair lift with a new four-person lift to improve uphill capacity and guest experience;

• replacing the current three-person fixed-grip Summit Triple lift at Attitash with a new high-speed four-person lift, increasing uphill capacity and reducing guests’ time on the longest lift at the resort.

In the past several years, we have installed or upgraded several high speed chairlifts and gondolas across our Resorts, including 18 new or replacement lifts across 12 Resorts for the 2022/2023 North American ski season, which meaningfully increased lift capacity and reduced wait times at those lift locations.

Investments in the past several years include:

• a new high-speed ten-person gondola at Whistler Blackcomb replacing the existing six-person gondola;

• replacing Whistler Blackcomb’s existing Big Red Express high-speed four-person lift with a high-speed six-person lift;

• a new high-speed four-person lift in Vail’s Sun Down Bowl;

• replacing the four-person lift in Vail’s Game Creek Bowl with a new high-speed six-person lift;

• replacing Breckenridge’s fixed-grip double Rip’s Ride lift with a high-speed four-person lift;

• a new high-speed six-person chair replacing Northstar’s Comstock four-person lift;

• replacing Heavenly’s fixed-grip triple North Bowl lift with a high-speed four-person lift;

• replacing 11 existing lifts at Stowe, Mount Snow, Attitash, Boston Mills, Brandywine, Jack Frost and Big Boulder with new high-speed and fixed-grip lifts;

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

• 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.

• upgrading the Daisy and Brooks fixed-grip lifts at Stevens Pass to four-person high-speed lifts;

• upgrading the Teocalli fixed-grip lift at Crested Butte to a four-person high-speed lift;

• installing a new four-person lift at Park City, Over and Out;

• replacing the Leichardt T-bar lift at Perisher with a new four-person lift.

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

• Terrain Parks

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Prior to arrival at our mountain resorts, guests can receive personal assistance through our full-service, central reservations group and through our comprehensive websites to book desired lodging accommodations, lift tickets and pass products, ski school lessons, equipment rentals, activities and other resort services.

Upon arrival, our resort staff serve as ambassadors to engage guests, answer questions and create a customer-focused environment.

We offer EpicMix, a mobile application that, through radio frequency technology or Global Positioning System, captures a guest’s activity on the mountain (e.g.

Upon arrival, our resort staff serve as ambassadors to engage guests, answer questions and foster a customer-focused environment.

During Fiscal 2023, we announced the launch of the new My Epic mobile application (“My Epic App”), which we expect will be available to guests for the 2023/2024

North American ski season, and will allow our guests to purchase their pass product or lift ticket online and access our Resorts via the new app, utilizing hands free Bluetooth® technology, eliminating the need to wait in line to purchase lift tickets.

In addition, the My Epic App allows guests to capture their activity on the mountain (e.g.

number of ski days, vertical feet skied and chairlift activity);

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and provides information regarding parking, dining, events and other on-mountain activities.

We have also invested in lift ticket express fulfillment through mobile technology by allowing lift ticket purchasers that buy online to bypass the ticket window.

Additionally, we are focused on improving the guest ski/snowboard rental experience by eliminating the need for a guest to wait in several lines with the application of a “pod” concept in several of our high-volume locations.

In addition, beginning in the 2023/2024 North American ski season, we plan to pilot “My Epic Gear,” a new membership program that provides its members with the ability to choose the gear they want from a selection of popular ski and snowboard models, and have it delivered to them when and where they want it, with free slopeside pick up and drop off every day.

A limited number of Epic Pass holders will pilot the membership at Vail, Beaver Creek, Breckenridge and Keystone during the 2023/2024 ski season.

Expansion of the program is planned for the 2024/2025 ski season to additional North American Resorts, with further expansions planned for future seasons.

My Epic Gear is designed to allow users to manage their entire experience from gear selection to boot fitting to delivery all from the new My Epic App.

We also solicit guest feedback through a variety of surveys and results, which are used to ensure high levels of customer satisfaction, understand trends and develop future resort programs and amenities.

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

Our pass products generated approximately 61% of our total lift revenue for Fiscal 2022.

Our pass products generated approximately 61% of our total lift revenue for Fiscal 2023, and generated approximately 73% of total visitation (excluding complimentary access) for Fiscal 2023.

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

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population centers in the Northeast, Mid-Atlantic and Midwest regions.

Additionally, we enter into strategic long-term season pass alliance agreements with third-party mountain resorts, which for the 2022/2023 ski season 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, Verbier 4 Vallées in Switzerland, Skirama Dolomiti in Italy and Ski Arlberg in Austria, which further increase the value proposition of our pass products.

Additionally, we enter into strategic long-term season pass alliance agreements with third-party mountain resorts, which for the 2023/2024 ski season 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 in Austria, which further increase the value proposition of our pass products.

Pass product holders also receive additional value in exchange for their advance commitment through our Epic Mountain Rewards 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.

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

Additionally, Epic Coverage is included with the purchase of all pass products for no additional charge and provides refunds in the event of certain resort closures and certain travel restrictions, 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 including eligible injuries, job losses and many other personal events.

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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.

For the 2021/2022 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.

For the 2022/2023 ski season, we operated approximately 270 dining venues at our Resorts.

• Retail/Rental

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Several of our rental locations offer delivery services, bringing ski and snowboard gear and expert advice directly to our guests.

In addition to providing a major retail/rental presence at each of our Resorts, we also have retail/rental locations throughout the Colorado Front Range, the San Francisco Bay Area, Salt Lake City and Minneapolis.

In addition to providing a major retail/rental presence at each of our Resorts, we also have retail/rental locations throughout the Colorado Front Range and Minneapolis.

Many of our retail/rental locations near key population centers also offer prime venues for selling our pass products.

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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.

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, 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 and as a result of labor shortages.

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 2021 and 2022 summer seasons to ensure the safety of our guests and employees as a result of COVID-19 and as a result of labor shortages.

During the 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.

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.

The Mountain segment also operates several company-owned mountain resort golf courses, including three in Colorado, one in Vermont and two in Pennsylvania.

• Lodging and Real Estate

High quality lodging options are an integral part of providing a complete resort experience.

Our owned and managed hotels and resorts proximate to our mountain resorts, including six RockResorts branded properties and a significant inventory of managed condominium units, provide numerous accommodation options for our mountain resort guests.

Our owned and managed properties proximate to our mountain resorts, including six RockResorts branded properties and a significant inventory of managed condominium units, provide numerous accommodation options for our mountain resort guests.

Our recent real estate efforts have primarily focused on the potential to expand our destination bed base and upgrade our resorts through the sale of land parcels to third-party developers, which in turn provides opportunity for the development of condominiums, luxury hotels, parking and commercial space for restaurants and retail shops.

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a resort ground transportation company in Colorado;

and company-owned and operated mountain resort golf courses, including five in Colorado;

one in Vermont, one in Pennsylvania, one in Wyoming;

one in Lake Tahoe, California;

and one in Park City, Utah.

and company-owned and operated mountain resort golf courses managed by our Lodging operations, including two in Colorado, one in Wyoming, one in Lake Tahoe, California, and one in Park City, Utah.

For additional property details, see Item 2.

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The Lodging segment currently includes approximately 5,500 owned and managed hotel rooms and condominium units.

Our lodging strategy seeks to complement and enhance our mountain resort operations through our ownership or management of lodging properties and condominiums proximate to our mountain resorts and selective management of luxury resorts in premier destination locations.

Our lodging strategy seeks to complement and enhance our mountain resort operations through our ownership or management of

lodging properties and condominiums proximate to our mountain resorts and selective management of luxury resort hotels in premier destination locations.

In addition to our portfolio of owned and managed luxury resort hotels and other hotels and properties, our lodging business also features a Colorado ground transportation company, which represents the first point of contact with many of our guests when they arrive by air to Colorado.

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Lodging Industry/Market

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

Hotels are categorized by Smith Travel Research, a leading lodging industry research firm, as luxury, upper upscale, upscale, upper midscale, midscale 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 Marriott’s Luxury Collection hotels.

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For Fiscal 2023, our owned hotels, which include a combination of certain RockResort hotels as well as other hotels in proximity to our Resorts, had an overall ADR of $312.15, a paid occupancy rate of 51.5% and revenue per available room (“RevPAR”) of $160.75, as compared to the upper upscale segment’s ADR of $221.25, a paid occupancy rate of 67.1% and RevPAR of $148.45.

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

some of our hotels that fall in the upscale segment.

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 some of our hotels that fall in the upscale segment.

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.

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• all of our hotels are located in unique, highly desirable resort destinations;

• our hotel portfolio has achieved some of the most prestigious hotel designations in the world, including two properties in our portfolio that are currently rated as AAA 4-Diamond;

• our hotel portfolio has achieved some of the most prestigious hotel designations in the world, including The Arrabelle at Vail Square, which is currently rated as AAA 4-Diamond;

• many of our hotels (both owned and managed) are designed to provide a look that feels indigenous to their surroundings, enhancing the guest’s vacation experience;

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We own GTLC, which is based in the Jackson Hole area in Wyoming and operates within Grand Teton National Park under a concession 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.

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

The NPS currently expects to release a contract solicitation for the services offered by GTLC by the end of calendar year 2023.

We currently expect that our existing agreement will be extended for an additional one year through December 31, 2024 due to the time needed for solicitation, preparation, review and award of a new contract.

We expect the NPS to confirm this extension in the fall of 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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Additionally we operate 11 retail outlets located throughout the GTLC properties.

GTLC’s resorts provide a wide range of activities for guests to enjoy, including cruises on Jackson Lake, boat rentals, horseback riding, guided fishing, float trips, golf and guided Grand Teton National Park tours, although due to low water levels, certain retail locations and activities are not operating for the 2022 summer season.

As a result of the extensive amenities offered, as well as the

tremendous popularity of the National Park System, GTLC’s accommodations within Grand Teton National Park generally operate near full capacity during their operating season.

As a result of the extensive amenities offered, as well as the tremendous popularity of the National Park System, GTLC’s accommodations within Grand Teton National Park generally operate near full capacity during their operating season.

Real Estate Segment

We have extensive holdings of real property at our mountain resorts primarily throughout Summit and Eagle Counties in Colorado.

Our real estate operations, through Vail Resorts Development Company (“VRDC”), a wholly-owned subsidiary, include planning, oversight, infrastructure improvement, development, marketing and sale of our real property holdings.

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.

In addition to the cash flow generated from real estate development sales, these development activities benefit our Mountain and Lodging segments by (1) creating additional resort lodging and other resort related facilities and venues (primarily restaurants, spas, commercial space, private mountain clubs, skier services facilities and parking structures) that provide us with the opportunity to create new sources of recurring revenue, enhance the guest experience and expand our destination bed base;

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and (3) expanding our property management and commercial leasing operations.

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.

Marketing and Sales

Our Mountain segment’s marketing and sales efforts are focused on leveraging marketing analytics to drive targeted and personalized marketing to our existing and prospective guests.

We capture guest data on the vast majority of guest transactions through sales of our pass products, our e-commerce platforms including mobile lift ticket sales, the EpicMix application and our lift ticket windows.

We capture guest data on the vast majority of guest transactions through sales of our pass products, lift tickets, ski and ride school products, gear rentals, and lodging properties on our e-commerce platform, as well as through our mobile applications and our lift ticket windows.

We promote our Resorts using guest-centric omni-channel marketing campaigns leveraging email, direct mail, promotional programs, digital marketing (including social, search and display) and traditional media advertising where appropriate (e.g.

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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 school, rentals, etc.) for their visits.

lift access, lodging, ski and ride 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.

For our Lodging segment, we promote our hotels and lodging properties through marketing and sales programs, which include marketing directly to many of our guests through our digital channels (search, social and display), promotional programs and print media advertising, all of which are designed to drive traffic to our websites and central reservations call center.

We also promote comprehensive vacation experiences through various package offerings and promotions (combining lodging, lift tickets, ski school lessons, ski rental equipment, transportation and dining).

We also promote comprehensive vacation experiences through various package offerings and promotions (combining lodging, lift

tickets, ski school lessons, ski rental equipment, transportation and dining).

In addition, our hotels have active sales forces to generate conference and group business.

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Ski resort operations are highly seasonal in nature, with a typical ski season in North America generally beginning in mid-November and running through mid-April.

In an effort to partially mitigate the concentration of our revenue in the winter months in North America, we offer several non-ski related activities in the summer months such as sightseeing, mountain biking, guided hiking, 4x4 Jeep tours, golf (primarily included in the operations of the Lodging segment) and our Epic Discovery program.

In an effort to partially mitigate the concentration of our revenue in the winter months in North America, we offer several non-ski related activities in the summer months such as sightseeing, mountain biking, guided hiking, mountain coasters, ziplines, golf (primarily included in the operations of the Lodging segment) and our Epic Discovery program.

These activities also help attract destination conference and group business to our Resorts in our off-season.

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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.

Through our corporate sustainability and social responsibility program, EpicPromise, we focus on climate change mitigation and adaptation, 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.

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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 400 global and influential businesses committed to 100% renewable electricity.

During Fiscal 2022, 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.

We furthered a pilot project to recycle snack wrappers at additional resorts and worked with strategic partners to create 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 2022 we purchased approximately 328,000 megawatt hours (MWh) of wind energy, addressing over 90% of the Company’s current electricity use across its 37 North American destination mountain resorts and regional ski areas.

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

During Fiscal 2023, we continued to make progress toward our Commitment to Zero goals.

Specifically, we focused on reducing waste to landfill and expanding our robust composting and recycling programs as much as possible.

During the year ended July 31, 2022 (“Fiscal 2022”) we achieved 100% renewable electricity for our North American operations, and as a result we were awarded the National Ski Area Association’s Golden Eagle Climate Change Award at their 2023 annual conference.

In Fiscal 2023, we continued to make progress toward our zero net emissions goals, including continuing to purchase renewable energy from the 82-turbine Plum Creek Wind project we enabled, along with other renewable electricity programs.

For over four 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 group rebranded as the Mountain Collaborative for Climate Action in September 2022 and continues to advocate for climate-smart policy, innovative waste reduction, and deepened sustainability within the partners’ respective operations.

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 2022, we sponsored the reforestation of 80 acres in Colorado and California previously impacted by 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 also encourage our employees to help protect the environment and support their local community by volunteering with various organizations.

For Fiscal 2022, our focus for the EpicPromise community impact grant program continued to be 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 launched Epic for Everyone Youth Access in partnership with the Katz Amsterdam Foundation, hosting 917 urban youth to a 5-day snowsports program.

In addition, during Fiscal 2023 we sponsored the reforestation of 95 acres in Washington, Oregon and Wyoming that were previously impacted by wildfire, which addressed 100% of the forests permanently impacted by our operations throughout the year.

Through direct EpicPromise grants and contributions from our $1 guest donation program, we partnered 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 also encouraged our employees to help protect the environment and support their local community by volunteering with various local organizations.

Vail Resorts was recently recognized by Newsweek as one of the “Most Trustworthy Companies in America in 2023,” which we believe reflects our focus on building customer, investor, and employee trust through listening, learning and adapting to the needs of our team members and guests, while remaining responsible stewards through our industry-leading sustainability efforts.

For Fiscal 2023, our focus for the EpicPromise community impact grant program focused on larger grants in key communities to support housing and childcare.

In addition, support continues to be given for food security, equal access to education and other basic needs and services.

In the second year of our Epic for Everyone Youth Access in partnership with the Katz Amsterdam Foundation, we hosted 2,186 urban youth to attend a 5-day snowsports program.

We also continued our legacy access program with more than 9,100 youth participating in multi-day programs focused on mentorship, leadership and the impact of outdoor time on mental health in this unprecedented time.

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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 Vail Resorts, our talent philosophy is designed to enable us to fully achieve 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 attracting, developing and retaining the best talent and building the best teams around them.

At fiscal year end, we employed approximately 7,200 year-round employees.

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We consider our employee relations to be positive.

During the third quarter of Fiscal 2022 we announced a significant increase in compensation for seasonal frontline staff.

For the 2022/2023 North American ski season, we will be increasing our minimum wage to $20 per hour, while maintaining career and leadership differentials to provide a significant increase in pay to all of our hourly employees.

We also announced a substantial investment in our human resource department to support a return to full staffing and deliver a better employee experience.

The increase in wages and the return to normal staffing levels is expected to result in an approximately $175 million increase in expected labor expense in Fiscal 2023 compared to Fiscal 2022.

Additionally, during the fourth quarter of Fiscal 2022, we announced a new mental health program available for all employees, even if they are not enrolled in an employer-sponsored healthcare plan, which includes free mental health therapy sessions.

We have also recently established a Flexible Remote Work policy which allows employees to permanently work from any state in which we currently operate.

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.

Recent investments in employee wages and benefits have driven strong staffing levels, enabling our mountain resorts to deliver strong guest experience results, including on-mountain activities as well as at our restaurants, lodging, ski and ride school, and retail/rental locations.

These investments included:

(i) increases in compensation for all of our hourly employees, including seasonal frontline staff, for the 2022/2023 North American ski season;

(ii) investments in our human resource department to support full staffing and deliver enhanced employee experience and a new frontline leadership development program;

(iii) a new mental health program available for all employees, even if they are not enrolled in an employer-sponsored healthcare plan, which includes free mental health therapy sessions;

(iv) expanded reproductive care;

(v) establishment of a Flexible Remote Work policy which allows corporate employees to permanently work from any state in which we currently operate;

and (vi) new employee benefits, including a 40% discount for retail and rental gear.

Collectively, these investments helped enable strong return rates for our seasonal employee population.

The Vail Resorts 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, retaining and rewarding high performing, high potential talent, including supporting them to achieve their future career growth.

Our talent management system equips 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 (69% internal fill rate).

Over the past two years, 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.

Nearly 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.

As a result, succession for our year-round senior leadership roles is primarily sourced through internal talent development and promotion, rather than external hires (76% internal fill rate, including re-hires).

Over the past three years, 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.

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

Additionally, in December 2022

we appointed a new Executive Vice President and Chief Financial Officer who had previously been with the Company for more than ten years, serving in various senior finance leadership roles.

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 ongoing 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 the senior 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.

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We offer a broad range of professionally designed leadership development programs, with differentiated development for our highest performing, highest potential employees who make up our long-term leadership succession pipeline.

Building upon our culture of leadership development and in addition to the wage investment for seasonal, frontline talent announced in the third quarter of Fiscal 2022, we also announced a new focus on the frontline leadership development experience.

For the 2022/2023 North American ski season, this includes relaunching our signature “Epic Service” training to inspire and equip frontline talent, who play the most important role in delivering a differentiated guest experience, to practice service-based leadership, which will be reinforced through a new daily in-resort frontline recognition program.

The full Epic Service development platform will enable employees to choose curated learning experiences in the areas of Leadership – Self, Team, Guest Service and Business – that align with their specific motivations and career goals.

Employee data will be used to build out a full portfolio of online and in-person learning programming to support these learning routes over time.

Results impact will be measured by completion of required training, utilization and impact of the Epic Service recognition program and guest experience and Net Promoter scores.

Early on in the COVID-19 pandemic, we implemented a continuous listening survey to measure and understand the impact of COVID-19 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.

We have broadened our continuous listening survey objectives and approach to focus on the drivers of sustainable engagement.

Building upon our culture of leadership development and in addition to the wage investment for seasonal, frontline talent, we also relaunched our signature “Epic Service” training.

This program inspires and equips frontline talent, who play the most important role in delivering a differentiated guest experience, to practice service-based leadership.

We reinforce the principles of this program through a daily in-resort frontline recognition program and manager-led career development conversations for frontline staff.

The full Epic Service development platform enables employees to choose curated learning experiences in the areas of Leadership, Guest Service and Business – that align with their specific motivations and career goals.

Results are measured by completion of required training, utilization and impact of the Epic Service recognition program, employee engagement scores, pipeline readiness of internal talent for front-line leader roles, guest experience scores and Net Promoter Scores.

We leverage a quarterly continuous listening survey to measure and understand the key drivers of sustainable engagement among our employees, make timely adjustments to maintain strong alignment, and to care for the needs of our employees.

Vail Resorts Culture

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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 also recently added a new leadership competency, “Elevate,” which requires that all of our leaders are self-aware of their own inclusive behavior so they can intentionally build diverse representation, bring equity to our business practices, and create inclusive communities in which all people can thrive.

We are focused on moving from accountability to action, and “Elevate” will be included as a competency in our annual performance management process for all employees beginning with the year ending July 31, 2024.

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 five of our seven largest resorts (Vail, Beaver Creek, Breckenridge, Park City and Crested Butte).

Five of the ten directors on our Board are women and two of our nine executive committee members are women, and our Chief Executive Officer, Kirsten Lynch, is 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 and a Women’s Employee Resources Group to foster an inclusive culture, and Forbes has previously named us one of America’s Best Employers for Women.

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 and retaining the best talent from BIPOC communities in order to fuel innovation and growth within our Company and industry.

Women represent 55% of our corporate senior leaders at the director level and above and 53% of our corporate roles generally.

Ten resorts in our portfolio are led by women, including six of our 11 destination mountain resorts (Breckenridge, Vail, Park City, Crested Butte, Whistler Blackcomb and Northstar).

Five of the ten directors on our Board are women, four of our twelve executive committee members are women, we are one of only a few Fortune 1000 companies with women in both the Chief Financial Officer and Chief Executive Officer positions, and our Chief Executive Officer, Kirsten Lynch, is the only woman in our industry to head a Fortune 1000 company.

While women currently represent approximately 22% 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 and a Women & Allies Employee Resource Group (“ERG”) to foster an inclusive culture and ensure equity of our talent practices.

ERGs are part of a framework for under-represented talent to create a community with people who share those parts of their identity and their allies.

Collectively, we refer to ERGs and Affinity Groups as “Employee Inclusion Networks.” Our first Affinity Group was the Rainbow Room, which was established in 2021 and focused on creating a community for our LGBTQIA+ employees and allies.

We also recently announced two new Affinity Groups which will launch in Fiscal 2024, the Black Employee Network and the Veterans, Partners & Allies Affinity Group.

Building on our success with increasing representation of women, 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 to address barriers to attracting, developing and retaining 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 the past two years, we have undertaken extensive efforts around DEI, including company-wide virtual webinars bringing forward diverse voices, DEI dialogues with external thought leaders, online DEI training modules aligned with our “Be Inclusive” value, and establishment of employee resource groups and affinity groups.

Over the past three years, we have undertaken extensive efforts around DEI, including company-wide virtual webinars bringing forward diverse voices, DEI dialogues with external thought leaders, online DEI training modules aligned with our “Be Inclusive” value, building leader capability against our new “Elevate” competency, and establishment of the aforementioned employee resource groups and affinity groups.

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 are also focused on building support systems for a diverse employee population, including the development of Employee Resources Groups and Affinity Groups, including the recently launched Rainbow Room, an employee-founded and led affinity group focused on providing a supportive community for LGBTQ+ employees.

This group provides a space for LGBTQ+ employees to connect, build community and support specific needs, challenges and successes to empower employees to bring their whole authentic selves to work.

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.

We are committed to providing our employees with an Experience of a Lifetime .

We have a holistic set of total rewards programs designed to support all aspects of that experience for people of all races and genders, and we strive for competitiveness against the external market for talent.

In addition, as part of our “Be Inclusive” core value, we conduct regular pay equity audits and make adjustments as needed.

Our Code of Conduct states that every employee is entitled to work in a respectful environment that is free of harassment and discrimination and we require our full-time, year-round employees, as well as certain seasonal employees, to complete a Code of Conduct training on an annual basis.

This annual requirement includes training on a variety of topics, such as financial integrity, ethical leadership and anti-harassment.

In Fiscal 2023, the training was completed by 96% 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

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• 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.

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, as well as our guests and resort communities, we took extensive steps during the 2021/2022 winter season.

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 2022/2023 North American ski season, including recently updating our policies to remove the COVID-19 vaccine as a condition of employment, consistent with the withdrawal of the Occupational Safety and Health Administration vaccination and testing emergency temporary standard for large employers.

Employee Housing

Providing affordable employee housing is a critical lever to achieve our hiring and retention goals.

Making affordable employee housing available is critical to achieve our hiring and retention goals.

While identifying and securing affordable housing options is challenging in some of the communities in which we operate, providing frontline employees affordable housing in our resort communities is a critical aspect of the employee value proposition.

For the 2022/2023 North American ski season, we will serve approximately 6,700 frontline team members with affordable housing across our Resorts, as well as an additional 1,300 team members at GTLC for the 2023 summer season.

This includes the addition of nearly 500 beds recently acquired or leased, including the 441-bed project at the base of Canyons at Park City to provide affordable housing opportunities to our full time seasonal and year round workforce.

We have also announced plans for new affordable housing at Whistler Blackcomb and Vail Mountain for the 2023/2024 North American ski season that we expect will serve an additional 405 team members upon completion, which are subject to regulatory approvals.

For the 2023/2024 North American ski season, we expect to serve approximately 6,500 frontline team members with affordable housing across our Resorts, as well as an additional 1,200 team members at GTLC for the 2024 summer season.

Intellectual Property

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The operations of Breckenridge, Vail Mountain, Keystone, Crested Butte, Stevens Pass, Heavenly, Kirkwood, Mount Snow, Attitash and portions of Beaver Creek and Wildcat are conducted on land under the jurisdiction of the U.S.

Forest Service (collectively, the “Forest Service Resorts”).

Forest Service

(collectively, the “Forest Service Resorts”).

The 1986 Ski Area Permit Act (the “1986 Act”) allows the Forest Service to grant Term Special Use Permits (each, a “SUP”) for the operation of ski areas and construction of related facilities on National Forest lands.

In November 2011, the 1986 Act was amended by the Ski Area Recreational Opportunity Enhancement Act (the “Enhancement Act”) to clarify the Forest Service’s authority to approve facilities primarily for year-round recreation.

Under the 1986 Act, the Forest Service has the authority to review and approve the location, design and construction of improvements in the permit area and many operational matters.

Under the 1986 Act and the Enhancement Act, the Forest Service has the authority to review and approve the location, design and construction of improvements in the permit area and many operational matters.

Each individual national forest is required by the National Forest Management Act to develop and maintain a Land and Resource Management Plan (a “Forest Plan”), which establishes standards and guidelines for the Forest Service to follow and consider in reviewing and approving our proposed actions.

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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, 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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Andermatt-Sedrun, acquired by the Company on August 3, 2022, is located in the Usern Valley of the Swiss Alps and comprises five mountains (Gemsstock, Nätschen, Sedrun/Oberalp, Realp and Valtgeva).

Ski operations are conducted on land owned by ASA as freehold or leasehold properties, land owned by Usern Corporation, land owned by the municipality of Tujetsch and land owned by private property owners.

ASA holds three leasehold properties, which are owed by either Usern Corporation, a corporation under public law consisting of all the citizens of the Usern Valley, or the Swiss Confederation, namely the Federal Department of Defense, Civil Protection, and Sport (“DDPS”).

For the land owned by Usern Corporation, ASA and Usern Corporation have entered into a main framework concession agreement, dated August 13, 2013, which sets forth the terms and conditions for the use of the land in connection with ski infrastructure facilities in the Gemsstock and Nätschen-Gütsch-Oberalp areas (“Ursern Framework Concession”).

Ski operations are conducted on land owned by Andermatt Swiss Alps AG (“ASA”) as freehold or leasehold properties, land owned by Usern Corporation, land owned by the municipality of Tujetsch and land owned by private property owners.

ASA holds three leasehold properties, which are owned by either Usern Corporation, a corporation under public law consisting of all the citizens of the Usern Valley, or the Swiss Confederation, namely the Federal Department of Defense, Civil Protection, and Sport (“DDPS”).

Concession”).

The Ursern Framework Concession was entered into for a fixed term until December 31, 2032.

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Our concession 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.

The NPS currently expects to release a contract solicitation for the services offered by GTLC by the end of calendar year 2023.

We expect the NPS to confirm this extension in the fall of 2023.

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

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We file with or furnish to the Securities and Exchange Commission (“SEC”) reports, including our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

These reports, proxy statements and other information are available free of charge on our corporate website www.vailresorts.com as soon as reasonably practicable after they are electronically filed with or furnished to the SEC.

These reports and proxy statements are available free of charge on our corporate website www.vailresorts.com as soon as reasonably practicable after they are electronically filed with or furnished to the SEC.

We also use our website as a means of disclosing additional information, including for complying with our disclosure obligations under the SEC’s Regulation FD (Fair Disclosure).

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

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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