Vail Resorts, Inc., together with its subsidiaries, operates mountain resorts and regional ski areas.
Segments
The company’s operations are grouped into three reportable segments: Mountain, Lodging and Real Estate.
The company’s Mountain segment operates 42 destination mountain resorts and regional ski areas (collectively, the company’s ‘Resorts’). Additionally, the Mountain segment includes ancillary services, primarily including ski school, dining and retail/rental operations.
In the Lodgi...
Vail Resorts, Inc., together with its subsidiaries, operates mountain resorts and regional ski areas.
Segments
The company’s operations are grouped into three reportable segments: Mountain, Lodging and Real Estate.
The company’s Mountain segment operates 42 destination mountain resorts and regional ski areas (collectively, the company’s ‘Resorts’). Additionally, the Mountain segment includes ancillary services, primarily including ski school, dining and retail/rental operations.
In the Lodging segment, the company owns and/or manages a collection of luxury hotels and condominiums under the company’s RockResorts brand, other strategic lodging properties and a large number of condominiums located in proximity to the company’s North American mountain resorts, National Park Service (‘NPS’) concessioner properties including the Grand Teton Lodge Company (‘GTLC’), which operates destination resorts in Grand Teton National Park, a Colorado resort ground transportation company and mountain resort golf courses.
The company refers to ‘Resort’ as the combination of the Mountain and Lodging segments. The company’s Real Estate segment owns, develops and sells real estate in and around the company’s resort communities.
Mountain Segment
In the Mountain segment, the company operates the following 42 destination mountain resorts and regional ski areas, including four resorts within the top ten most visited resorts in the United States for the 2023/2024 North American ski season:
The company’s Mountain segment derives revenue through the sale of lift tickets, including pass products, as well as a comprehensive offering of amenities available to guests, including ski and snowboard lessons, equipment rentals and retail merchandise sales, a variety of dining venues, private club operations and other winter and summer recreational activities. In addition to providing extensive guest amenities, the company also lease some of the company’s 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 the company’s resorts.
Many of the company’s destination mountain resorts operate year-round and provide a comprehensive resort experience to a diverse clientele with an attractive demographic profile. The company offers 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, the company’s Resorts are located in close proximity to population centers totaling approximately 110 million people.
Destination Mountain Resorts
Rocky Mountains (Colorado and Utah Resorts)
Vail Mountain Resort (‘Vail Mountain’) - the most visited mountain resort in the United States (‘U.S.’) for the 2023/2024 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 Blue Sky Basin.
Breckenridge Ski Resort (‘Breckenridge’) - the second most visited mountain resort in the U.S. for the 2023/2024 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 third most visited mountain resort in the U.S. for the 2023/2024 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. In 2024, the International Olympic Committee selected Salt Lake City as the host for the 2034 Winter Olympics, naming Park City as an official venue for certain competitions.
Keystone Resort (‘Keystone’) - the ninth most visited mountain resort in the U.S. for the 2023/2024 ski season, as well as the largest area for night skiing in Colorado. In December 2023, the company completed its 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.
Beaver Creek Resort (‘Beaver Creek’) - the eleventh most visited mountain resort in the U.S. for the 2023/2024 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’) - 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 (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. Whistler Blackcomb is a popular destination for international visitors and was home to the 2010 Winter Olympics.
Lake Tahoe Resorts
Heavenly Mountain Resort (‘Heavenly’) - the twelfth most visited mountain resort in the U.S. for the 2023/2024 ski season. 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.
Northstar Resort (‘Northstar’) - located near the North Shore of Lake Tahoe, Northstar is the premier luxury mountain resort destination near Lake Tahoe which offers premium lodging, a vibrant base area and over 3,000 skiable acres. 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 skiable acres.
Switzerland
Andermatt-Sedrun (‘Andermatt-Sedrun’) - located approximately 70 miles (110 kilometers) from Zurich, Switzerland in the Ursern Valley of the Swiss Alps and approximately 200 miles (320 kilometers) from Geneva, Switzerland. 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.
Crans-Montana Mountain Resort (‘Crans-Montana’) - During the year ended July 31, 2024 (Fiscal 2024), the company acquired a controlling interest in Crans-Montana, marking the company’s second owned and operated resort in Europe. Crans-Montana Mountain Resort is located in the Valais canton of Switzerland, approximately 125 miles (200 kilometers) from Geneva and approximately 190 miles (310 kilometers) from Zurich. The resort spans nearly 4,600 feet (1,400 meters) of skiable vertical terrain, and approximately 87 miles (140 kilometers) of trails. Crans-Montana has a legacy of being a renowned outdoor sports destination, having hosted signature events such as the Ski World Cup, Mountain Bike World Cup, Omega European Masters and Caprices Festival. The commune of Crans-Montana has gourmet restaurants and luxury retail stores, as well as five-star hotels, including the recently developed Six Senses lodge and spa, a luxury 45-room ski-in, ski-out chalet-style property situated above the main gondola. Additionally, the International Ski Federation Council has awarded the FIS Alpine World Ski Championships 2027 to Crans-Montana.
Regional Ski Areas
The company’s ski resort network allows the company 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 the company to drive advance commitment pass product sales among a broad array of guests.
Northeast
The company owns and operates eight regional ski areas in the Northeast that provide a compelling regional and local connection to guests within driving distance from the New York, Boston and the greater New England markets. Stowe is the premier, high-end regional ski area in the Northeast offering outstanding skiing and an exceptional base area experience. Okemo and Mount Snow are compelling regional destinations serving guests in the New York metropolitan area and throughout New England. Hunter Mountain is a day-trip ski area primarily serving the New York metropolitan area. Additionally, the company owns four ski areas in New Hampshire serving guests throughout New England.
Mid-Atlantic (Pennsylvania)
The company owns and operates eight ski areas in the Mid-Atlantic region serving guests in Philadelphia, Pittsburgh, Southern New Jersey, Baltimore and Washington D.C. The company’s presence in the region allows the company to offer compelling local options and easy overnight weekend and holiday trips to the company’s premium Northeast regional ski areas, which are within driving distance from these markets.
Midwest
The company owns and operates ten ski areas in the Midwest that draw guests from Chicago, Detroit, Minneapolis, St. 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’’) - located less than 85 miles from Seattle on the crest of Washington State’s Cascade Range, Stevens Pass offers terrain for all levels across more than 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
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. The company owns three of the five largest ski areas in Australia, which the company serves with the Epic Australia Pass, an Australian dollar denominated pass product marketed specifically to Australian guests. Perisher, located in New South Wales, is the largest ski resort in Australia and targets guests in the Sydney metropolitan area and the broader New South Wales market, while Falls Creek and Mount Hotham are two of the largest ski areas in Victoria and target guests in the Melbourne metropolitan area and the broader Victoria market.
Competition
The company’s resorts compete with other major destination mountain resorts, including, among others, Aspen Snowmass, Deer Valley, Jackson Hole, Copper Mountain, Steamboat, Winter Park, Snowbird, Palisades Tahoe, Killington, Mammoth, St. Moritz and Zermatt, 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, the company’s 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.
Lodging Segment
The company’s Lodging segment includes owned and managed lodging properties, including those under the company’s luxury hotel brand, RockResorts; managed condominium units which are in and around the company’s mountain resorts in Colorado, Lake Tahoe, Utah, Vermont, New York, Pennsylvania and British Columbia, Canada; two NPS concessioner properties in and near Grand Teton National Park in Wyoming; a resort ground transportation company in Colorado; and company-owned and operated mountain resort golf courses managed by the company’s Lodging operations, including two in Colorado, one in Wyoming, one in Lake Tahoe, California, and one in Park City, Utah.
The Lodging segment includes approximately 5,300 owned and managed hotel rooms and condominium units. The company’s lodging strategy seeks to complement and enhance the company’s mountain resort operations through the company’s ownership or management of lodging properties and condominiums proximate to the company’s mountain resorts and selective management of luxury resort hotels in premier destination locations.
In addition to the company’s portfolio of owned and managed luxury resort hotels and other hotels and properties, the company’s lodging business also features a Colorado ground transportation company, which represents the first point of contact with many of the company’s guests when they arrive by air to Colorado. The company offers year-round ground transportation from Denver International Airport and Eagle County Airport to the Vail Valley (locations in and around Vail, Beaver Creek, Avon and Edwards) and Summit County (which includes Keystone, Breckenridge, Copper Mountain, Frisco and Silverthorne).
Competition
The company’s 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 and Westin.
National Park Concessioner Properties
The company owns 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, the company agreed to an amendment extending the term of the agreement an additional two years, with an expiration date of December 31, 2023. Additionally, in November 2023, the company agreed to an amendment to the agreement extending the term until December 31, 2024. The NPS currently expects to release a contract solicitation for the services offered by GTLC by the end of calendar year 2024. The company expects that its existing agreement will be extended for an additional one year through December 31, 2025 due to the time needed for solicitation, preparation, review and award of a new contract. The company expects the NPS to confirm this extension in the fall of 2024. The company also owns Flagg Ranch, located in Moran, Wyoming and centrally located between Yellowstone National Park and Grand Teton National Park on the John D. Rockefeller, Jr. Memorial Parkway (the ‘Parkway’). Flagg Ranch operates under a concession 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 mid-May through the end of September.
The company primarily competes with such companies as Aramark Parks & Resorts, Delaware North Companies Parks & Resorts, ExploreUS and Xanterra Parks & Resorts in retaining and obtaining NPS concession agreements. Four full-service concessioners provide accommodations within Grand Teton National Park, including GTLC. In a normal operating season, GTLC offers three lodging options within Grand Teton National Park: Jackson Lake Lodge, a full-service, 385-room resort with 17,000 square feet of conference facilities; Jenny Lake Lodge, a small, rustically elegant retreat with 37 cabins; and Colter Bay Village, a facility with 166 log cabins, 66 tent cabins, 337 campsites and a 112-space recreational vehicle park. The company also operates two additional campgrounds separate from these facilities: the 304-site Gros Ventre Campground and 51-site Jenny Lake Campground. GTLC offers dining options as extensive as its lodging options, with cafeterias, casual eateries and fine dining establishments. Additionally, the company operates 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. 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
The company has extensive holdings of real property at the company’s mountain resorts primarily throughout Summit and Eagle Counties in Colorado, as well as proximate to the company’s resorts in Park City and Whistler Blackcomb. The principal activities of the company’s 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. The company continues undertaking preliminary planning and design work on future projects and is pursuing opportunities with third-party developers rather than undertaking the company’s own significant vertical development projects. In addition to the cash flow generated from real estate development sales, these development activities benefit the company’s 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 the company with the opportunity to create new sources of recurring revenue, enhance the guest experience and expand the company’s destination bed base; (2) controlling the architectural themes of the company’s resorts; and (3) expanding the company’s property management and commercial leasing operations.
Marketing and Sales
The company’s Mountain segment’s marketing and sales efforts are focused on leveraging marketing analytics to drive targeted and personalized marketing to the company’s existing and prospective guests. The company captures guest data on the vast majority of guest transactions through sales of the company’s pass products, lift tickets, ski and ride school products, gear rentals, and lodging properties on the company’s e-commerce platform, as well as through the company’s mobile applications and the company’s lift ticket windows. The company promotes its 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. targeted print, TV and radio). The company also has marketing programs directed at attracting groups, corporate meetings and convention business. Most of the company’s marketing efforts drive traffic to its websites, where the company provides its guests with information regarding each of the company’s Resorts, including services and amenities, reservations information, virtual tours and the opportunity to book/purchase the company’s full suite of products (e.g. lift access, lodging, ski and ride school, rentals, etc.) for their visits. The company also enter into strategic alliances with companies to enhance the guest experience at the company’s Resorts, as well as to create opportunities for cross-marketing.
For the company’s Lodging segment, the company promotes its hotels and lodging properties through marketing and sales programs, which include marketing directly to many of the company’s guests through the company’s digital channels (search, social and display), promotional programs and print media advertising, all of which are designed to drive traffic to the company’s websites and central reservations call center. The company also promotes comprehensive vacation experiences through various package offerings and promotions (combining lodging, lift tickets, ski school lessons, ski rental equipment, transportation and dining). In addition, the company’s hotels have active sales forces to generate conference and group business. The company markets its resort properties in conjunction with the company’s mountain resort marketing efforts where appropriate, given the strong synergies across the two businesses.
Across both the Mountain and Lodging segments, sales made through the company’s websites and call center allow the company to transact directly with the company’s guests, which further expands the company’s customer base and enables analytics to deliver an increasingly guest-centric marketing experience.
Seasonality
In an effort to partially mitigate the concentration of the company’s revenue in the winter months in North America, the company offers 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 the company’s Epic Discovery program. These activities also help attract destination conference and group business to the company’s Resorts in its off-season. In addition, the operating results of the company’s Australian Resorts, for which the ski season generally occurs from June through early October, partially counterbalances the concentration of the company’s revenues during this seasonally lower period in North America.
The company’s lodging business is also highly seasonal in nature, with peak seasons primarily in the winter months (with the exception of GTLC, Flagg Ranch, certain managed properties and mountain resort golf operations). The company actively promotes its extensive conference facilities and has added more off-season activities to help offset the seasonality of the company’s lodging business. Additionally, the company operates several golf courses proximate to the company’s Resorts, as described above.
Intellectual Property
Among other national and international trademark registrations, the company owns the U.S. federal registrations for Epic, Epic Pass, Vail Resorts, Vail, Beaver Creek, Breckenridge, Keystone, Crested Butte & Design, Kirkwood & Design and Heavenly. The company also owns Canadian and the U.S. trademark registrations for the Whistler Blackcomb & Design name and logo, and Swiss trademark registrations for the CMA Group and Giorgio Rocca name and logos.
Environmental Compliance and other Laws and Regulations
The company’s 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. include the National Environmental Policy Act (NEPA), the California Environmental Quality Act, and the Vermont Land Use and Development Act. Internationally, the company is subject to the Forest and Range Practices Act and Watershed Sustainability Act in British Columbia, as well as the Environmental Planning and Assessment Act 1979 (NSW, Australia) and the Environment Protection Act 1970 and the Environment Protection and Biodiversity Conservation Act 1999 (Victoria, Australia). The company is also required to comply with all Swiss regulations, including federal acts and ordinances, as well as Cantonal authorities.
Contracts with Governmental Authorities for Resort Operations
The U.S. Forest Service Resorts
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’). 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 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 the company’s proposed actions.
Whistler Blackcomb
Whistler Blackcomb is consisted of two mountains: Whistler Mountain and Blackcomb Mountain. Whistler Mountain and Blackcomb Mountain are located on Crown Land within the traditional territory of the Squamish and Lil’wat Nations. The relationship between Whistler Blackcomb and Her Majesty, the Queen in Right of British Columbia (the ‘Province’) is largely governed by Master Development Agreements (the ‘MDAs’) between the Province and Whistler Mountain Resort Limited Partnership (‘Whistler LP’) with respect to Whistler Mountain, and between the Province and Blackcomb Skiing Enterprises Limited Partnership (‘Blackcomb LP’) with respect to Blackcomb Mountain. Together, Whistler LP and Blackcomb LP are referred to as the ‘Partnerships.’
Northeast Resorts
Stowe and Okemo operate partially on land that the company owns and partially on land the company leases from the state of Vermont. With respect to Stowe, the land the company owns is on the Spruce Peak side of the resort while the land the company leases from the state of Vermont is located on Mt. Mansfield in the Mt. Mansfield State Forest. The initial ten-year term of the lease commenced in June 1967, and the lease provides for eight separate ten-year extension options. The current term of the lease extends through June 2027, and there are three remaining ten-year extension options. With respect to Okemo, the company owns the Jackson Gore base area land and lease most of the skiable terrain from the State of Vermont. The initial ten-year term of the lease commenced in December 1963, and the lease provides for eight separate ten-year extension options. The current term of the lease extends through December 2033, and there are two remaining ten-year extension options. 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, the company pays 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. The company is obligated to indemnify the state of Vermont from third-party claims arising out of the company’s operations under the lease.
Mount Sunapee lies within the Mount Sunapee State Park and operates on land that the company lease from the state of New Hampshire. The initial twenty-year term of the lease commenced in July 1998, and the lease provides for three separate ten-year extension options. The current term of the lease extends through June 2028, and there are two remaining ten-year extension options. 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, the company pays 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. The company is obligated to indemnify the State of New Hampshire from third-party claims arising out of the company’s operations under the lease.
Laurel Mountain
Laurel Mountain Ski Area operates within Laurel Mountain State Park (‘State Park’) under a Concession Lease Agreement (the ‘Lease Agreement’) with the Commonwealth of Pennsylvania, acting through the Department of Conservation and Natural Resources (‘Department’). The Lease Agreement, first entered into on October 15, 2018, allows for ski operations on approximately 387 acres of the State Park, including the existing ski area, buildings and equipment owned by the Department. The Lease Agreement is automatically renewed for a total of 35 one-year terms through October 31, 2051.
Australian Resorts
Perisher is located in the Kosciuszko National Park, the largest national park in New South Wales, Australia. The resort includes four villages (Perisher Valley, Smiggin Holes, Guthega and Blue Cow) and their associated ski fields, as well as the site of the Skitube Alpine Railway at Bullock’s Flat, which is accredited in accordance with the Rail Safety National Law (NSW) No. 82a. The Office of Environment and Heritage (‘OEH’), an agency of the New South Wales government, which is part of the Department of Planning and Environment, is responsible for the protection and conservation of the Kosciuszko National Park. The National Parks and Wildlife Act 1974 (NSW) (‘NPW Act’) establishes the National Parks and Wildlife Service and is responsible for the control and management of the Kosciusko National Park.
The NPW Act requires the Kosciuszko National Park to be managed in accordance with the principles specified in that legislation, including the provision for sustainable visitor or tourist use and enjoyment that is compatible with the conservation of the national park’s natural and cultural values. The legislation also authorizes the Minister for the Environment and the Minister for Heritage (the ‘Minister’) to grant leases and licenses of land within the Kosciuszko National Park for various purposes, including for purposes related to sustainable visitor or tourist use and enjoyment. Under this power, the Minister has granted to Perisher a lease and a license of specified land within the Kosciusko National Park until June 30, 2048, with an option to renew for an additional period of 20 years. The Minister has also granted Perisher a lease of the parking lot at Perisher Valley that expires on December 31, 2025. Subject to certain conditions being met, the lease for the Perisher Valley parking lot can be extended until June 30, 2048, with an option to renew for a further 20 years. The lease and license provide for the payment of a minimum annual base rent with periodic increases in base rent over the term, turnover rent payments based on a percentage of certain gross revenue, remittance of park user fees and certain other charges, also subject to periodic increases over the term.
Falls Creek and Hotham are located in the Alpine National Park in Victoria, Australia. Falls Creek and Hotham both operate on Crown land permanently reserved under the Crown Land (Reserves) Act 1978 (Vic), with the exception of three small parcels of freehold land within the Hotham resort area. Each resort is subject to the Alpine Resorts (Management) Act 1997 (Vic) (the ‘ARM Act’), which is in place to manage the development, promotion, management and use of the resorts on a sustainable basis and in a manner that is compatible with the alpine environment. The ARM Act established the Alpine Resorts Commission to plan for the direction and sustainable growth of Victoria’s five alpine resorts (including Falls Creek and Hotham). This includes review and coordination of the implementation of an Alpine Resorts Strategic Plan to which Falls Creek and Hotham are subject.
The ARM Act also established each of the Falls Creek Resort Management Board and Hotham Resort Management Board (the ‘RMBs’), each of which is appointed by, and responsible to, the Minister for Energy, Environment and Climate Change (the ‘Minister’). The RMBs are responsible for the management and collection of fees for entrance into the Alpine National Park and from Falls Creek and Hotham ski resorts. 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 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. At Hotham, the company also leases land known as ‘Dinner Plain’ within the Alpine National Park which expires on June 30, 2031, with an option to extend for a further 10 years.
The Alpine Resorts (Management) Regulations 2009 (Vic) gives the RMBs the power to declare the snow season, temporarily close the resort to entry if there is a significant danger to public safety, determine parts of a resort to which entry is prohibited, set aside areas of the resort for public use, parking, driving of vehicles, or landing of aircraft, and determine the areas for cross country ski trails, skiing, snowboarding and other snow play activities.
Swiss Resorts
Andermatt-Sedrun - acquired by the company on August 3, 2022, Andermatt-Sedrun 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 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’). 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’). The Ursern Framework Concession was entered into for a fixed term until December 31, 2032. An application for renewal of the Ursern Framework Concession must be submitted at least 12 months prior to the expiration of the concession agreement, and the company anticipates applying for the renewal. For the land owned by the Swiss Confederation, ASA has entered into leasehold agreements with the DDPS, which have a term of 50 years expiring on April 10, 2067 and March 13, 2068.
Another part of the land on which the Andermatt-Sedrun resort operations are conducted is owned by the municipality of Tujetsch. By means of a personal easement agreement dated October 12, 2012, ASA was granted various building rights and rights of way in order to build, operate and maintain the T-Bars and chairlifts on Tujetsch's property. The personal easement agreement was entered into for a fixed term until October 12, 2032, and the company anticipates applying for renewal.
With respect to Swiss operations, companies who provide for regular and commercial passenger transportation by rail, road and water, as well as by cable cars and elevators must obtain a passenger transport concession from the Federal Office of Transport (‘FOT’). Under the Ursern Framework Concession, ASA was granted the required concessions for all ski infrastructure facilities and the usage of the ski slopes on the property of the Ursern Corporation. In the course of expanding the ski infrastructure facilities Urserntal-Oberalp, the FOT granted ASA passenger transport concessions for a total of 12 cableway installations by means of a plan approval dated May 30, 2014. Each passenger transport concession has a separate expiration date between 2026 and 2042, and the company will then be able to apply for an extension or new concession. Additionally, the plan approval included concessions and approvals for ancillary installations such as ski slopes, snowmaking systems, rolling carpets, railway station passenger subway and clearings.
Crans-Montana - acquired by the company on May 2, 2024, Crans-Montana is located in the Valais canton of Switzerland. The acquired operations include: an approximate 84% ownership stake in Remontees Mecaniques Crans Montana Aminona SA (‘CMA’), which controls and operates all the resort’s lifts and supporting mountain operations, including four retail and rental locations; full ownership of SportLifeAG, which operates one of the ski schools located at the resort; and full ownership of 11 restaurants located on and around the mountain (operated by Crans-Montana Food and Beverage SA, or ‘CMFB’).
The municipalities of Crans-Montana and Lens hold a stake in CMA of approximately 9.47% and 3.33%, respectively, which, together with the company’s ownership share, collectively accounts for a total of approximately 96.22% ownership. For the purpose of governing the exercise of selected rights and obligations as shareholders in CMA, the company entered into a shareholders’ agreement with the municipalities of Crans-Montana and Lens. The initial fixed term of the agreement expires on December 31, 2035, subject to future automated ten-year renewal periods, unless terminated by the company or the municipalities acting jointly. Among other things, the shareholders’ agreement provides for terms and conditions in relation to the election and governance of the board of directors, company policies, dividends, financial aspects and related matters.
The operations of the resort are conducted on land owned by CMA or CMFB as freehold or leasehold properties, land owned by regional civic communities, land owned by the municipalities of Crans-Montana or Lens and land owned by private property owners. Portions of the Crans-Montana resort operations are conducted on land owned by third parties, including local municipalities, via numerous registered easements, building rights, or other agreements. Certain of these building rights are also subject to federal concessions.
As noted above, companies who provide for regular and commercial passenger transportation by rail, road and water as well as by cable cars and elevators must obtain a passenger transport concession from the FOT. Crans-Montana was granted the required concessions for all ski infrastructure facilities and the usage of the ski slopes. Each passenger transport concession is granted for a maximum of 40 years and may then be extended, with the existing concessions having expiration dates between 2032 and 2047.
Concession Agreements
National Park Concessioner Properties
GTLC operates three lodging properties, food and beverage services, retail, camping and other services within the Grand Teton National Park under a concession agreement with the NPS. The company’s 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. Additionally, in November 2023, the company agreed to an amendment to the agreement extending the term until December 31, 2024. The NPS expects to release a contract solicitation for the services offered by GTLC by the end of calendar year 2024. The company expects that its existing agreement will be extended for an additional one year through December 31, 2025 due to the time needed for solicitation, preparation, review and award of a new contract. The company expects the NPS to confirm this extension in the fall of 2024. The company pays a fee to the NPS of a percentage of the majority of the company’s 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. The company’s concession contract with the NPS for the Parkway expires on October 31, 2028, and the company pays a fee to the NPS of a percentage of the majority of the company’s sales occurring in the Parkway.
History
Vail Resorts, Inc. was founded in 1962. The company, a Delaware corporation, was incorporated in 1985.
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