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Intrawest Corp · ARS · For 6/30/02

Filed On 9/9/02 2:28pm ET · SEC File 1-14596 · Accession Number 1130319-2-870

  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 9/09/02  Intrawest Corp                    ARS         6/30/02    2:81                                     Bowne of Calgary/FA

Annual Report to Security Holders
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: ARS         Annual Report on Form 40-F                            80    469K 
 2: EX-23.1     Consent of Kpmg Llp                                    1      5K

ARS · Annual Report on Form 40-F
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Additional Information Canada Certain Definitions, Statistical and Other Information Company, The Competition Corporate Structure Depreciation and amortization Development Process, The Directors and Executive Officers Discontinued operations Employees General Development of the Business Golf Industry, The Incorporation Information Technology Legal and Regulatory Matters Management's Discussion and Analysis Market for Securities Mountain Resort Industry, The Mountain Resort Properties Net income in accordance with United States GAAP Non-Resort Assets Other Other Resort Properties Overview Properties under development and held for sale Real Estate Properties Resort Club Resort Management and Development Resort Marketing and Sales Resort Operations Resort Real Estate Development Revenue Revenue-producing properties Segmented Information Selected Consolidated Financial Information Ski and resort operations Sources of Resort Operations Revenue Sponsorship and Special Events The Company The Development Process The Golf Industry The Mountain Resort Industry Warm-Weather Destination Properties
1	1st Page
"	Canada
4	Certain Definitions, Statistical and Other Information
5	The Company
"	Incorporation
"	Overview
6	Corporate Structure
"	General Development of the Business
7	The Mountain Resort Industry
8	The Golf Industry
9	Resort Management and Development
"	Resort Operations
"	Mountain Resort Properties
13	Warm-Weather Destination Properties
"	Other Resort Properties
"	Sources of Resort Operations Revenue
16	Other
"	Sponsorship and Special Events
"	Information Technology
"	Resort Marketing and Sales
17	Resort Real Estate Development
18	The Development Process
19	Real Estate Properties
26	Resort Club
27	Competition
"	Legal and Regulatory Matters
"	Non-Resort Assets
28	Employees
29	Selected Consolidated Financial Information
"	Segmented Information
31	Management's Discussion and Analysis
38	Depreciation and amortization
39	Discontinued operations
44	Additional Information
46	Market for Securities
"	Directors and Executive Officers
61	Properties under development and held for sale
"	Revenue-producing properties
63	Ski and resort operations
72	Revenue
75	Net income in accordance with United States GAAP

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 40-F

(CHECK ONE:)

[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE
ACT OF 1934

[X] ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

FOR THE FISCAL YEAR ENDED JUNE 30, 2002 COMMISSION FILE NUMBER: 1-14596

INTRAWEST CORPORATION
(Exact name of Registrant as specified in its charter)

CANADA
(Province or other jurisdiction of incorporation or organization)

SUITE 800, 200 BURRARD STREET
VANCOUVER, BRITISH COLUMBIA, CANADA V6C 3L6
TELEPHONE NUMBER : (604) 669-9777
(Address and telephone number of Registrant's principal executive offices)

PTSGE CORP.
5000 BANK OF AMERICA TOWER
701 FIFTH AVENUE
SEATTLE, WASHINGTON 98104
TELEPHONE NUMBER : (206) 623-7580
(Name, address (including zip code) and telephone number
(including area code) of agent for service in the United States)

[Download Table]

7011 NOT APPLICABLE
(Primary Standard Industrial (I.R.S. Employer Identification
Classification Code (if applicable)) Number (if applicable))

Securities registered or to be registered pursuant to Section 12(b) of the Act.

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Title of each class Name of each exchange on which registered
------------------- -----------------------------------------

Common Shares New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the
Act. None

Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act. None

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For annual reports, indicate by check mark the information filed with this Form:

[X] Annual information form [X] Audited annual financial statements

Indicate number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the annual
report.

47,547,244 common shares as at June 30, 2002

Indicate by check mark whether the Registrant by filing the information
contained in this form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934
(the "Exchange Act"). If "Yes" is marked, indicate the file number assigned to
the Registrant in connection with such Rule.

Yes [ ] No [X]

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the
preceding 12 months (or for such shorter period that the Registrant was required
to file such reports) and (2) has been subject to such filing requirements for
the past 90 days.

Yes [X] No [ ]

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INTRAWEST LOGO

ANNUAL INFORMATION FORM

INTRAWEST CORPORATION

Suite 800, 200 Burrard Street
Vancouver, British Columbia, Canada V6C 3L6

September 9, 2002

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INTRAWEST CORPORATION

ANNUAL INFORMATION FORM

TABLE OF CONTENTS

[Download Table]

PAGE
----

Certain Definitions, Statistical and Other Information...... A-2
The Company................................................. A-3
Incorporation............................................. A-3
Overview.................................................. A-3
Corporate Structure....................................... A-4
General Development of the Business....................... A-4
The Mountain Resort Industry................................ A-5
The Golf Industry........................................... A-6
Resort Management and Development........................... A-7
Resort Operations......................................... A-7
Mountain Resort Properties............................. A-7
Warm-Weather Destination Properties.................... A-11
Other Resort Properties................................ A-11
Sources of Resort Operations Revenue................... A-11
Sponsorship and Special Events......................... A-14
Information Technology................................. A-14
Resort Marketing and Sales............................. A-14
Resort Real Estate Development............................ A-15
The Development Process................................ A-16
Real Estate Properties................................. A-17
Resort Club............................................ A-24
Competition............................................... A-25
Legal and Regulatory Matters.............................. A-25
Non-Resort Assets........................................... A-25
Employees................................................... A-26
Selected Consolidated Financial Information................. A-27
Management's Discussion and Analysis........................ A-29
Market for Securities....................................... A-44
Directors and Executive Officers............................ A-44
Additional Information...................................... A-45
Consolidated Financial Statements........................... F-1

CERTAIN DEFINITIONS, STATISTICAL AND OTHER INFORMATION

Unless the context otherwise requires, the "Company" or "Intrawest" refers
to Intrawest Corporation, either alone or together with its subsidiaries and
their respective interests in joint ventures and partnerships.

As used in this Annual Information Form, "skier visit" means one guest
accessing a ski mountain on any one day and "unit" means one condominium-hotel
unit, one townhome unit, one single-family lot or 1,000 square feet of
commercial space.

Statistical information relating to the ski and golf industries included
in this Annual Information Form is derived by the Company from recognized
industry reports regularly published by industry associations and independent
consulting and data compilation organizations in these industries, including The
National Ski Areas Association, The Canadian Ski Council, the White Book of Ski
Areas and the National Golf Foundation.

Unless otherwise indicated, all dollar amounts are stated in United States
dollars.
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THE COMPANY

INCORPORATION

The Company was formed by an amalgamation on November 23, 1979 under the
Company Act (British Columbia) and was continued under the Canada Business
Corporations Act on January 14, 2002. The registered office of the Company is
located at 1300-777 Dunsmuir Street, Vancouver, British Columbia, Canada, V7Y
1K2, its executive office is located at Suite 800, 200 Burrard Street,
Vancouver, British Columbia, Canada, V6C 3L6 and its telephone number is (604)
669-9777. The Company maintains a Web site at www.intrawest.com.

OVERVIEW

Intrawest is the leading developer and operator of village-centered
resorts across North America. The Company's principal strength is its ability to
combine expertise in resort operations and real estate development. By combining
high-quality resort services and amenities with innovative residential and
commercial real estate development, the Company has generated, and has
implemented strategies that it expects will continue to generate, increases in
the number of visitors, return on assets and average selling prices of real
estate at its resorts.

Intrawest's network of nine mountain resorts, which are geographically
diversified across North America's major ski regions, enables it to provide a
wide range of distinctive vacation experiences. The Company's resorts include
Whistler Blackcomb and Panorama in British Columbia, Blue Mountain in Ontario,
Tremblant in Quebec, Stratton in Vermont, Snowshoe in West Virginia, Copper in
Colorado, Mountain Creek in New Jersey and Mammoth in California. During the
2001/2002 ski season the Company's network of resorts generated approximately
7.0 million skier visits, which is more than the number generated by any other
North American group of affiliated mountain resorts. Intrawest holds a 45%
equity interest in Alpine Helicopters Ltd. ("Alpine"), the parent company of
Canadian Mountain Holidays Inc. ("CMH"), a provider of helicopter destination
skiing and helicopter-assisted mountaineering and hiking in southeastern British
Columbia. Intrawest is also in the process of negotiating an agreement with the
City and County of Denver to operate and develop Winter Park in Colorado.

Intrawest also is developing and operating the warm-weather destination
resort of Sandestin, the largest resort and residential community in
northwestern Florida. Intrawest owns and operates 17 golf courses throughout
North America and manages an additional 8 courses.

Intrawest is North America's largest mountain resort real estate
developer. The Company owns, develops and manages residential and commercial
resort real estate at each of its resorts and is developing mountain resort
villages at Keystone in Colorado, Squaw Valley in California, Solitude in Utah,
Snowmass in Colorado and Les Arcs in France. The Company is also developing
resort villages at Lake Las Vegas Resort in Nevada and at Sandestin in Florida.
Intrawest owns or has rights to acquire land on which it expects to develop and
sell approximately 19,400 units over the next 10 to 12 years. The Company's
resort development formula links the staged expansion of ski, golf and other
resort operations with the planning, design and managed development of
architecturally distinct four-season resort villages. The Intrawest formula
emphasizes quality of service, comprehensive amenities, village ambience and
other characteristics which attract visitors and buyers of real estate.
Intrawest has successfully employed this formula at Whistler Blackcomb and
Tremblant and, as a result, the villages at these locations have become major
attractions, drawing both skiers and non-skiers. The Company is at various
stages of applying its formula to the extensive developable land holdings at its
other resorts. At many of its resorts, the Company also builds and operates
resort club locations which are marketed as timeshare vacation ownership
resorts. Resort club locations are in operation at Whistler Blackcomb,
Tremblant, Panorama and Sandestin and in Hawaii, Vancouver and Palm Desert.

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CORPORATE STRUCTURE

The following is a list of the Company's principal subsidiaries and
partnerships as at June 30, 2002, indicating the place of
incorporation/registration, and showing the percentage equity interest
beneficially owned by the Company.

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PLACE OF PERCENTAGE
INCORPORATION/ EQUITY INTEREST
REGISTRATION HELD BY THE COMPANY
---------------- -------------------

Blackcomb Skiing Enterprises Limited Partnership...... British Columbia 77
Whistler Mountain Resort Limited Partnership.......... British Columbia 77
Mont Tremblant Resorts and Company, Limited
Partnership......................................... Quebec 100
IW Resorts Limited Partnership........................ British Columbia 100
Intrawest Resort Ownership Corporation................ British Columbia 100
Intrawest Resort Finance Corporation.................. British Columbia 100
Intrawest U.S. Holdings Inc........................... Delaware 100
Intrawest Luxembourg S.A.............................. Luxembourg 100
Intrawest Golf Holdings, Inc.......................... Delaware 100
Intrawest Retail Group, Inc........................... Colorado 100
Intrawest Resorts, Inc................................ Delaware 100
Intrawest Sandestin Company, L.L.C. .................. Delaware 100
Keystone/Intrawest L.L.C.............................. Delaware 50
Copper Mountain, Inc.................................. Delaware 100
Mountain Creek Resort, Inc............................ New Jersey 100
Snowshoe Mountain, Inc................................ West Virginia 100
The Stratton Corporation.............................. Vermont 100

GENERAL DEVELOPMENT OF THE BUSINESS

During the past three fiscal years, the Company has expanded its resort
operations and resort real estate development businesses. Key developments
during this period are set out below.

2000

- In December 1999 the Company announced a normal course issuer bid
through The Toronto Stock Exchange for up to 1,022,000 of the Company's
Non-Resort Preferred ("NRP") Shares.

- In January 2000 the Company raised gross proceeds of $135 million from a
private offering of unsecured notes in Canada and the United States.

- In June 2000 the Company entered into an agreement to develop the
Village at MonteLago located at Lake Las Vegas Resort in Nevada.

2001

- In July 2000 the Company entered into an agreement to develop a village
at Les Arcs resort in France.

- In January 2001 the Company announced a normal course issuer bid through
The Toronto Stock Exchange for up to 465,000 NRP Shares.

- In March 2001 the Company raised gross proceeds of $125 million from a
private offering of unsecured notes in Canada and the United States.

2002

- In July 2001 the Company entered into an agreement to develop a village
at Snowmass at Aspen, Colorado.
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- In January 2002 the Company was granted by the City and County of Denver
the exclusive right to negotiate an agreement to operate and develop
Winter Park in Colorado.

- In February 2002 the Company announced a normal course issuer bid
through The Toronto Stock Exchange for up to 370,000 NRP Shares.

- In June 2002 the Company raised gross proceeds of Cdn.$85.8 million from
a public offering of 3,250,000 Common Shares in Canada and the United
States.

THE MOUNTAIN RESORT INDUSTRY

There are approximately 730 ski resorts in North America of which 490 are
located in the United States and 240 are located in Canada. During the 2001/2002
ski season, these resorts attracted approximately 72.4 million skier visits
(54.4 million to United States ski areas and 18.0 million to Canadian ski
areas). The geographic distribution of North American skier visits during the
2001/2002 season was as follows:

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PROPORTIONATE
GEOGRAPHIC REGION SKIER VISITS SHARE INTRAWEST RESORT LOCATED IN REGION
----------------- ------------ ------------- ----------------------------------
(MILLIONS) (%)

Western Canada...................... 6.3 8.7 Whistler Blackcomb, Panorama
Quebec.............................. 6.1 8.4 Tremblant
Other Canada........................ 5.6 7.8 Blue Mountain
U.S. Rocky Mountains................ 18.1 25.0 Copper
Northeast U.S. ..................... 12.2 16.8 Stratton, Mountain Creek
Pacific West U.S. .................. 12.1 16.7 Mammoth
Midwest U.S. ....................... 7.0 9.7 --
Southeast U.S. ..................... 5.0 6.9 Snowshoe
---- -----
72.4 100.0
==== =====

North American ski resorts range from small regional ski areas which
primarily cater to day skiers to large amenity-filled resorts targeted to the
destination visitor. Day visitors tend to focus on lift ticket prices and
accessibility. Destination visitors stay for one or more nights, focus on the
number of amenities and activities offered as well as the perceived overall
quality of their vacation experience, are less price sensitive than day
visitors, spend more on non-lift ticket items and are less likely to change
their skiing plans because of changes in local conditions. As a result of these
differences, destination visitors generate significantly higher revenue per day
for resort owners than day visitors and provide balance to the resort's revenue
mix. The smaller day-visitor ski areas predominate in terms of number of
resorts, but capture significantly less traffic than the large destination ski
areas. The National Ski Areas Association estimated that in the 2001/2002 ski
season the largest 20% of ski areas accounted for approximately 80% of the total
skier visits in the United States. The Company has determined that, depending on
customer mix, 80-85% of visits to its resorts are "drive-to" (i.e., the visitor
drives from home to the resort).

Since 1985 the number of active skiers and annual skier visits in North
America has not changed significantly. During the same period, the mountain
resort industry has undergone a period of consolidation and attrition resulting
in a significant decline in the total number of ski areas in North America. The
number of North American ski resorts has declined from approximately 1,025 in
1985 to approximately 730 in 2002. The Company believes that technological
advances, most notably in the development of high-speed lifts, and rising
infrastructure costs were the driving forces behind this consolidation and will
continue to drive further consolidation as the majority of resorts lack the
capital and management ability to compete with the emerging industry leaders. In
addition, the mountain resort industry is characterized by significant barriers
to entry since the number of attractive sites is limited, the costs of resort
development are high and environmental regulations impose significant
restrictions on new development. The last new major ski facility in North
America was opened in 1981. Despite the recent consolidation

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trend among destination resorts, ownership of the smaller regional resorts
remains highly fragmented. The Company believes that the continuing attrition of
smaller regional resorts will also provide growth opportunities for destination
resorts in this segment of the industry.

The Company is positioned to benefit from certain recent trends and
developments which are favourably affecting the North American mountain resort
industry, including (i) demographic trends under which the large "baby boom"
generation is entering the 45 years and over age category, which is the age
group with the highest average individual skier visit frequency and the largest
number of buyers of vacation property, and the leading edge of the "echo boom"
generation has entered the teenage years, which is the prime entry age for
skiing, snowboarding and other "on-snow" sports, (ii) societal trends which
place a greater focus on leisure, fitness and outdoor activities, (iii) product
innovations such as parabolic skis which encourage broader participation,
facilitate learning and enhance performance and (iv) the continuing growth of
snowboarding, which is increasing youth and young adult participation in
mountain sports. In the United States, skier visits attributable to snowboarders
have increased steadily and are currently estimated to represent 29% of all
skier visits in the United States. The Company believes that these trends and
developments will continue to attract additional destination guests and will
result in growing demand from affluent families for vacation homes in mountain
resorts.

THE GOLF INDUSTRY

There are approximately 19,000 golf courses in North America -- 17,000 in
the United States and 2,000 in Canada. In 1999 there were approximately 26
million active golfers in the United States and 5 million in Canada,
representing about a 13% participation rate. While participation has been
relatively stable over the past few years, consumer spending on golf has
increased significantly, from $7.8 billion in the United States in 1986 to over
$22 billion in 1999. Revenue per round has been driven up by increases in greens
fees and higher spending on equipment, lessons, golf cart rental and other
services.

The same demographic trends that are impacting the mountain resort
industry are affecting golf. The aging of the "baby boom" generation is expected
to increase the number of rounds played and the average revenue per round.
Golfers over the age of 50 currently account for approximately 25% of total
golfers but they play almost 50% of the total rounds each year and they spend
over 50% more per player than younger golfers. In addition, the largest age
group of beginners to golf is the 18-29-year old group and the leading edge of
the "echo boom" generation turned 18 in 1996. Equipment innovations, such as
over-sized golf club heads, are encouraging broader participation by
facilitating learning and enhancing performance.

The ownership of golf courses in North America is highly fragmented. In
the United States there are approximately 11,000 different golf course owners
and the top 15 course owners/managers have only approximately 5% of the market
in aggregate. Similarly in Canada, less than 2% of golf courses are owned or
operated by multi-course operators. Consolidation of the golf industry has begun
as many independent owners lack the necessary capital to improve or maintain
their courses, there is a limited supply of experienced golf operating
personnel, and cost and marketing efficiencies are enhanced by the operation of
multiple golf courses. Intrawest expects to capitalize on this consolidation
trend by acquiring additional golf courses in the future.

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RESORT MANAGEMENT AND DEVELOPMENT

RESORT OPERATIONS

MOUNTAIN RESORT PROPERTIES

The following table summarizes certain key statistics relating to each of
the Company's mountain resort locations.

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INTRAWEST AVERAGE SNOW- 2001/2002
OWNERSHIP SKIABLE VERTICAL LIFTS ANNUAL MAKING SKIER
RESORT PERCENTAGE TERRAIN DROP TRAILS (HIGH-SPEED) SNOWFALL COVERAGE VISITS
------ ---------- ------- -------- ------ ------------ -------- -------- ---------
(%) (ACRES) (FEET) (INCHES) (%) (000'S)

Whistler Blackcomb... 77 7,071 5,280 227 33(15) 360 7 2,230
Mammoth.............. 59.5(1) 3,500 3,100 185 35(10) 350 17 1,221
Copper............... 100 2,450 2,699 125 23(5) 255 16 1,005
Tremblant............ 100 604 2,115 92 14(7) 140 75 754
Blue Mountain........ 50 251 720 34 12(4) 100 94 472
Snowshoe............. 100 224 1,598 57 14(2) 185 100 417
Stratton............. 100 583 2,003 90 16(5) 180 86 387
Mountain Creek....... 100 168 1,040 44 11(3) 90 100 254
Panorama............. 100 1,500 4,047 100 10(1) 110 35 212
Mont Ste. Marie(2)... 100 108 1,250 25 3(2) 120 90 62

---------------

(1) Each of the shareholders of Mammoth Mountain Ski Area ("MMSA") (including
the Company) has a pro rata right of first refusal to purchase any shares of
MMSA to be sold by any other shareholder to third parties.
(2) The Company sold Mont Ste. Marie effective February 1, 2002.

WHISTLER BLACKCOMB. Whistler Blackcomb, located approximately 75 miles
northeast of Vancouver, British Columbia, is North America's most visited ski
resort. The Resort Municipality of Whistler ("Whistler Resort") is centred
around the downhill ski facilities at Whistler and Blackcomb which have been in
operation since 1966 and 1980, respectively. Whistler Resort is accessible
year-round by car and railroad, as well as by air via Vancouver's international
airport. The expansion of the Vancouver airport, combined with the "open skies
policy" between Canada and the United States, has increased direct flights from
key population centres, particularly in the United States.

Since Intrawest acquired Blackcomb in 1986, the Company has invested
heavily on capital improvements including high-speed lifts, expanded trails,
upgraded snowmaking capabilities, new restaurants and employee housing. Since
1988 Whistler has upgraded and replaced many of its older lifts and has expanded
its restaurant and service facilities. Together Whistler and Blackcomb Mountain
skier visits in 2001/2002 totaled 2,230,000, the largest in North America for a
single resort.

The Company operates a 3,414-acre ski area facility at Blackcomb which has
elevations at its base of 2,214 feet and at its peak of 7,494 feet, resulting in
a vertical drop of 5,280 feet, the greatest of any North American ski mountain.
Blackcomb, the only major North American mountain resort with two glaciers, is
able to offer skiing and snowboarding until early August. As a result, Blackcomb
is a leading summer training site for ski and snowboard competitors. All of the
lifts and ski runs, and some of the buildings, are located on land leased to
Blackcomb by the Province of British Columbia under a ski area agreement which
expires in 2029. An annual lease payment currently equal to 2% of defined gross
revenue is payable by Blackcomb under this agreement.

Whistler has a 3,657-acre ski area facility which has elevations at its
base of 2,140 feet and at its peak of 7,160 feet, resulting in a vertical drop
of 5,020 feet, the second greatest of any North American ski mountain. Whistler
has one glacier and seven high alpine bowls. Currently, less than two-thirds of
the skiable terrain is serviced by lifts. All of the lifts and ski runs, and
some of the buildings, are located on land leased to Whistler by the Province of
British Columbia under a ski area agreement which expires in 2032. An annual
lease payment currently equal to 2% of defined gross revenue is payable by
Whistler under this agreement.

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The Company is the largest retailer in Whistler Resort with 43 retail and
equipment rental shops. The Company also has food and beverage operations at 16
restaurants and bars, having a total seating capacity of approximately 8,200.

Whistler Blackcomb's 1,400-person ski and snowboard school offers classes
for both adults and children. An 8,000-square foot children's and youth's lodge
was built in 1995 to accommodate the growing demand for this service. The
combined Whistler Blackcomb ski school offers more Level IV instructors than any
other resort in North America.

Whistler Resort has undergone considerable development over the past
several years and now contains approximately 250 shops and restaurants, lodging
units for approximately 40,000 people, and numerous galleries and recreation and
entertainment facilities. With three championship golf courses designed by
Arnold Palmer, Jack Nicklaus and Robert Trent Jones Jr., respectively (none of
which is owned by the Company), lakes for swimming and boating, extensive
mountain biking trails and numerous festival activities, Whistler Resort draws
visitors from around the world and is a well-established year-round tourist
attraction.

MAMMOTH. Intrawest acquired a 33% interest in Mammoth effective December
1995, increasing its interest to 51% in November 1997, 58% in January 1998 and
59.5% in April 1999. Mammoth is located in central California in the eastern
Sierra Nevada mountain range 325 miles north of Los Angeles. It is the closest
major mountain resort to the heavily populated southern California market from
which it draws most of its visitors. Mammoth is also located approximately four
miles from the town of Mammoth Lakes which has a permanent population of
approximately 7,000 people. Mammoth Lakes has over 50 restaurants and bars and
150 lodging facilities.

Mammoth consists of two separate ski areas, Mammoth Mountain and June
Mountain, which are approximately 20 miles apart. Mammoth has a 3,500-acre ski
area facility which has elevations at its base of 7,953 feet and at its peak of
11,053 feet. Mammoth has 185 trails which are serviced by 35 lifts, including 10
high-speed quad chairlifts. All of Mammoth's lifts, ski trails and related
assets are located on land leased to Mammoth by the United States Forest Service
under various special use permits which expire at various times during the
period from 2012 to 2024. Pursuant to these permits, Mammoth makes annual
payments based on a percentage of sales.

Mammoth owns and operates 6 sport shops, 5 hotel properties, and food and
beverage operations at 9 restaurants and bars, having a total seating capacity
of approximately 4,600.

Summer activities at Mammoth include 80 miles of mountain biking trails,
fishing, board-sailing and water skiing on nearby lakes, and hiking through the
Sierra Nevadas. There is a golf course in Mammoth Lakes and Intrawest is a
partner in the Sierra Star Golf Course at Mammoth. Yosemite National Park, a
two-hour drive from Mammoth, draws visitors to the region from around the world.

COPPER. Copper is located approximately 75 miles west of Denver in Summit
County, the heart of Colorado's ski country. Copper is easily accessible by car
via Interstate 70 and by air through three airports at Denver, Colorado Springs
and Eagle.

Development of the village at Copper began in 1972. Since 1989 Copper has
invested significantly in capital improvements including high-speed lifts, new
restaurant facilities and service buildings, and vehicles and other equipment.
The Company completed its acquisition of Copper in 1997 and intends to continue
to make capital improvements at Copper including new lifts and trails and
expanded restaurant facilities.

Copper has a 2,450-acre ski area facility on three mountains, Copper,
Union Peak and Tucker Mountain. Copper's ski operations were established in
1972. Copper has elevations at its base of 9,712 feet and at its peak of 12,411
feet. The skiable terrain is serviced by 23 lifts, including five high-speed
chairlifts. Copper owns substantially all of the base area land and facilities.
A significant portion of Copper's lifts, ski trails and related assets are
located on land leased to Copper by the United States Forest Service under a
special use permit which expires in 2037. Pursuant to this permit, Copper makes
monthly

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payments of between 1.5% and 6.75% of the annual gross revenue generated from
Copper's facilities physically located on government land.

Copper has 125 interconnected trails located on the front and back of its
three mountains suited to a wide variety of skier ability levels. In addition to
1,366 acres of tree-lined ski trails, Copper offers four high alpine bowls which
provide skiers with 1,067 acres of above-timberline skiing.

Copper has 5 retail shops and 3 equipment rental shops, and food and
beverage operations at 11 restaurants and bars, having a total seating capacity
of approximately 2,400.

The Copper area has four-season appeal. Summer activities include golf on
the highest altitude championship course in North America at the Pete
Dye-designed Copper Creek Golf Course (owned by the Company), horseback riding,
bungee jumping, fishing and mountain biking accessed via chairlift. Bike riders
can access a paved bike path system which connects all resorts located in Summit
and Eagle Counties. In addition, mountain bikers can access a variety of trails,
including the Colorado Trail which travels from Denver to the southwestern
Colorado town of Durango. Numerous festivals and special events also support the
Copper area as a major summer tourist attraction.

TREMBLANT. Tremblant, located in the Laurentians, 90 miles north of
Montreal, Quebec, has been rated as the number-one ski resort in the East by SKI
magazine in four of the past five years. The resort is accessible by car via a
major four-lane highway from Montreal and by air through major international
airports located in Montreal and Ottawa. Tremblant draws most of its visitors
from Montreal, Ottawa, Toronto and the northeastern United States.

Opened in 1939, Tremblant is the oldest major operating ski area in
Canada. Since acquiring Tremblant in 1991, Intrawest has carried out a
significant expansion of the ski facilities, including the addition of
high-speed detachable quad chairlifts, six- and eight-passenger gondolas, new
trails, a 1,000-seat mountain-top restaurant, a state-of-the-art snowmaking
system, the Edge, Tremblant's first new peak since 1943, and the Versant Soleil,
the largest ski terrain expansion since the initial development of Tremblant.

The Company operates a 604-acre ski area facility at Tremblant which has
elevations at its base of 755 feet and at its peak of 2,870 feet, resulting in
the greatest vertical drop in eastern Canada. Tremblant has 92 trails which are
serviced by 14 lifts, including seven high-speed quad chairlifts. Tremblant has
more high-speed lifts than any other resort in eastern North America. All of
Tremblant's lifts and ski runs, and some of its buildings, are located on land
leased to Tremblant by the Province of Quebec under a ski area agreement that
expires in 2051. Pursuant to this agreement, Tremblant pays a minimal annual
lease payment.

Tremblant has 17 sports shops and food and beverage operations at 9
restaurants, cafes and bars, having a total seating capacity of approximately
2,700.

Tremblant has been designed as a four-season resort which emphasizes a
unique French Canadian charm and is a text-book example of staged village
development. Its summer attractions include swimming and boating on nine-mile
long Lac Tremblant at the base of the mountain, golf at Le Geant and Le Diable,
two 18-hole championship golf courses owned by the Company, tennis, hiking and
mountain biking. The Company is a partner in Chateau Mont Tremblant, a
world-class hotel and conference centre. The facility was completed in November
1996 and is managed by Fairmont Hotels & Resorts. The 36,000-square foot
convention centre, which can accommodate 1,800 delegates, has increased traffic
at the resort year round and particularly during the shoulder seasons.

BLUE MOUNTAIN. Blue Mountain, Ontario's largest mountain resort, is
located approximately 100 miles northwest of Toronto on the southern shores of
Georgian Bay. Skiing began at Blue Mountain in 1941. Intrawest acquired its 50%
interest in Blue Mountain in January 1999. Blue Mountain has a 251-acre ski area
facility with a vertical drop of 720 feet. Blue Mountain's 34 trails are
serviced by 12 lifts, including 4 high-speed chairlifts. Blue Mountain has food
and beverage operations at 6 locations having a total seating capacity of
approximately 2,800.

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Blue Mountain's summer amenities include an 18-hole golf course and a
waterfront park on Georgian Bay.

SNOWSHOE. Snowshoe, located in West Virginia, is the largest ski resort
in the mid-Atlantic region of the United States and has the greatest vertical
drop, most uphill capacity, most extensive snowmaking coverage and the largest
on-site bed base in the region. Approximately 95% of Snowshoe's annual visitors
are destination skiers who drive from a market that includes North Carolina,
South Carolina, Virginia and Georgia. Snowshoe, established in 1973, consists of
two separate ski areas, Snowshoe Mountain and Silver Creek Mountain, which are
one mile apart and connected by shuttle bus service.

Intrawest acquired Snowshoe in 1995 and has invested significantly in new
capital improvements, mainly consisting of lifts, snowmaking and terrain
expansion. The Company operates a 200-acre ski area facility at Snowshoe which
has elevations at its base of 3,250 feet and at its peak of 4,848 feet. Snowshoe
has 57 trails which are serviced by 14 lifts, including two high-speed
chairlifts. Snowshoe's elevation is one of the highest among all ski resorts
east of the U.S. Rockies, which enables Snowshoe to have a longer season than
its regional competitors. The Company owns all of the land on which the ski
facilities are located.

Snowshoe has 18 retail shops, 5 of which are concessioned to third-party
operators. The resort also owns and operates 13 restaurants and 9 bars, having a
total seating capacity of approximately 2,500. Snowshoe owns 2 lodges having a
total of 250 rooms and manages approximately 1,000 rental condominiums.

Snowshoe's summer amenities include an 18-hole championship golf course
owned by the Company and designed by Gary Player, over 100 miles of marked
mountain biking trails, various tennis and swimming facilities, horseback riding
and miniature golf. The resort also owns a conference centre with over 10,000
square feet of meeting rooms and banquet facilities which draw business
travellers throughout the year.

STRATTON. Stratton is located in southern Vermont and draws most of its
visitors from the affluent markets of metropolitan New York, Connecticut, New
Jersey and Massachusetts. The northeast corridor of the United States represents
the largest concentration of skiers and skier visits in North America. Stratton,
established in 1961, is generally regarded as the birthplace of snowboarding.
Stratton formed the world's first snowboard school and has hosted snowboarding's
U.S. Open, a major snowboard competition, every year since 1985.

Since Intrawest acquired Stratton in 1994, the Company has invested
significantly in capital improvements, primarily comprising upgrades to the
snowmaking system, a six-passenger high-speed chairlift and improvements to the
base area facilities. The Company operates a 583-acre ski area facility at
Stratton which has elevations at its base of 1,933 feet and at its peak of 3,936
feet, the highest ski peak in southern Vermont. Stratton has 90 trails which are
serviced by 16 lifts, five of which are high-speed.

Stratton has 20 separate retail shops and food and beverage operations at
12 restaurants and bars, having a total seating capacity of approximately 2,300.

Stratton's summer amenities include a 27-hole championship golf course, a
22-acre golf school and a sports and tennis complex, all of which are owned and
operated by the Company. The town of Manchester, located approximately 22 miles
from Stratton, is one of Vermont's busiest summer tourist attractions with over
70 designer discount outlets, antique stores and art galleries.

MOUNTAIN CREEK. Mountain Creek, located approximately 50 miles from New
York City, is the closest major skiing complex to the metropolitan New York
area.

Intrawest acquired Mountain Creek in February 1998. The ski area includes
1,100 acres of land encompassing three peaks -- Vernon Valley, Great Gorge South
and Great Gorge North -- currently providing approximately 168 acres of skiable
terrain that can be readily expanded, and a vertical drop of 1,040 feet, the
greatest in the New York metropolitan area. The resort offers night skiing on
all of its

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skiable terrain, and the Company owns all the land on which the ski facilities
are located. Mountain Creek's summer amenities include a 75-acre waterpark and 5
mountain-top lakes.

PANORAMA. Panorama is located in the Purcell Mountains approximately 12
miles from Invermere, British Columbia. The resort is a 3 1/2-hour drive from
Calgary, Alberta from which Panorama draws many of its visitors. Skiing and
village development began at Panorama in 1968. Since Intrawest acquired Panorama
in 1993, the Company has added approximately 1,000 acres of skiable terrain
designed to provide more variety for destination skiers and installed a summit
T-bar lift to increase Panorama's skiable vertical drop to 4,047 feet, the third
greatest in Canada surpassed only by Blackcomb and Whistler.

The Company operates a 1,500-acre ski area facility at Panorama which has
elevations at its base of 3,736 feet and at its peak of 7,783 feet. Panorama has
100 trails which are serviced by 10 lifts, including one high-speed quad
chairlift. All of the lifts and ski runs, and some of the buildings, are located
on land leased to Panorama by the Province of British Columbia under a ski area
agreement that expires in 2033. Pursuant to this agreement, Panorama pays an
annual lease payment currently equal to 2% of defined gross revenue.

Panorama has 4 retail shops and food and beverage operations at 8
restaurants and bars, having a total seating capacity of approximately 850.

Panorama offers access to some of the best heli-skiing in the world. All
of the commercial facilities at the resort, except for the heli-skiing
operation, are owned and operated by the Company. Panorama's summer amenities
include Greywolf, an award-winning 18-hole championship golf course 50% owned by
the Company and a mountainside waterpark with hot tubs and slides. Other summer
attractions in the area include mountain biking, whitewater rafting and
kayaking, horseback riding, tennis and hot springs at Radium and Fairmont.

WARM-WEATHER DESTINATION PROPERTIES

SANDESTIN. Sandestin is located in Destin, in northwestern Florida, a
major tourist, second-home and retirement destination. The resort has a one-half
mile of frontage on the Gulf of Mexico and 6 1/2 miles of frontage on
Choctawhatchee Bay, which forms part of the Intracoastal waterway. Sandestin is
the only resort in northwestern Florida that offers both beach and bay access
directly from the property.

Sandestin has 73 holes of golf on four separate courses. The resort also
features 32,300 square feet of conference facilities, a 98-slip full-service
marina suitable for craft up to 100 feet in length, 15 tennis courts, management
of approximately 775 residential rental units, and various restaurants, bars and
other recreational amenities.

RAVEN. Raven is the premier brand of Intrawest's dedicated golf group,
Intrawest Golf. Intrawest Golf owns and operates four Raven courses in addition
to its other owned and managed courses.

OTHER RESORT PROPERTIES

CANADIAN MOUNTAIN HOLIDAYS. The Company has a 45% equity interest in
Alpine, the parent company of CMH, which provides helicopter destination skiing
and helicopter-assisted mountaineering and hiking in southeastern British
Columbia. Alpine also provides non-leisure helicopter services on a contract
basis. Approximately 75% of Alpine's annual revenue is generated from its
leisure business operations.

CMH, a leader in the heli-skiing industry, offers heli-skiing vacations in
12 mountain areas. CMH's operations include 21 helicopters, 7 remote lodges and
5 heli-hiking areas.

SOURCES OF RESORT OPERATIONS REVENUE

Intrawest's resort operations revenue from the ski and resort and
warm-weather segments is derived from a wide variety of sources including
mountain operations (lift-tickets and heli-skiing), retail and rental shops,
food and beverage, lodging and property management, ski school, golf, tennis and
other summer

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activities. Sales of lift tickets represent the single largest source of resort
operations revenue (39.8% for fiscal 2002).

The following chart provides a breakdown of the sources of the Company's
ski and resort operations and warm-weather operations revenue during fiscal
2002. See "Selected Consolidated Financial Information -- Segmented Information"
for segmented information.

[Enlarge/Download Table]

REVENUE PROPORTION
------------ ----------
(MILLIONS OF (%)
DOLLARS)

Mountain operations......................................... $193.3 39.8
Retail and rental shops..................................... 85.0 17.5
Food and beverage........................................... 63.0 13.0
Lodging and property management............................. 61.0 12.6
Ski school.................................................. 30.4 6.3
Golf........................................................ 29.4 6.1
Other....................................................... 23.0 4.7
------ -----
$485.1 100.0
====== =====

MOUNTAIN OPERATIONS. The Company sells a wide variety of lift ticket
products at its resorts targeted to particular customer segments at different
times of the season. These products include season passes, frequent skier cards,
single- and multi-day tickets, and heli-skiing revenue. Season pass purchasers
are a very important customer group because generally they are the most frequent
visitors, have a loyalty to the resort and are owners of real estate at the
resort. The frequent skier card is in use at Whistler Blackcomb, Tremblant,
Stratton, Mammoth and Copper. In addition to their other features, frequent
skier cards at Whistler Blackcomb and Stratton offer direct lift access as the
card is scanned at the lift line and a charge is made against the cardholder's
credit card. The Company uses its frequent skier cards to increase skier visits
at non-peak times by offering discounts against the regular day ticket price or
by tying in promotions at its retail stores or food and beverage facilities.
Single- and multi-day tickets constitute the balance of the Company's line of
lift ticket products. These lift tickets are often sold to customers in packages
including accommodations in order to fill beds when occupancy is expected to be
low. Since fiscal 2000 revenue from lift ticket sales has increased from $177.1
million to $193.3 million, primarily because of improvements in ticket yields
and increased skier visits. The Company's goal is to manage its ticket yields to
obtain premium prices during peak periods and maximize aggregate lift ticket
revenue during non-peak periods.

RETAIL AND RENTAL SHOPS. The retail and equipment rental operations
contribute significantly to overall resort profitability. Revenue from the
Company's retail division increased from $72.8 million in fiscal 2000 to $85.0
million in fiscal 2002. Retail revenue aids in stabilizing the Company's daily
and weekly cash flows, as the Company's shops tend to have the strongest sales
on poor weather days. Shopping is generally an important part of the guest
vacation experience and interesting shops are a vital ingredient in the total
resort framework. Across all of its resorts the Company owns 133 retail and ski
rental shops containing approximately 239,000 square feet of sales/service area.
The large number of retail locations operated by the Company allows it to
improve margins through large quantity purchase agreements and sponsorship
relationships. These shops are located on the mountains and in the base areas.
On-mountain shops generally sell ski accessories such as goggles, sunglasses,
hats and gloves while base-area shops sell these items as well as hard goods
such as skis, snowboards, boots and larger soft goods such as jackets and
snowsuits. In addition, all locations offer the Company's own logo-wear which
generally provides higher profit margins than other retail products. In the
non-winter seasons, most of the on-mountain shops are closed and the base-area
shops sell mountain bikes, in-line skates, tennis equipment and warm-weather
apparel.

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The Company also owns and operates the 50-store chain of Breeze/Max sport
retail and ski and snowboard rental shops containing approximately 96,000 square
feet of space. This chain has locations in the western United States.

FOOD AND BEVERAGE. Food and beverage has become an increasingly important
component in providing a satisfying guest experience and has been a significant
source of revenue growth for the Company. The introduction of high-speed lifts
in the late 1980s has allowed skiers to ski more runs in a shorter period,
thereby providing more time for other activities, such as dining.

Each of Intrawest's mountain resorts owns and operates all of its
on-mountain food and beverage facilities. These facilities include restaurants,
bars, cafes, warming huts, cafeterias and fine dining options such as
Christine's at Blackcomb and La Legende at Tremblant. Destination resorts, such
as Whistler Blackcomb, which cater to visitors from all over the world, offer a
wide variety of ethnic foods in their on-mountain restaurants as well as
specialty menus for different family members. The resorts also own and operate
many of the base-area restaurants and bars as well as many of the food service
outlets in their village centres. In total, the Company owns and operates 110
different food and beverage facilities at its mountain resorts with more than
28,000 seats. The Company's control of its on-mountain and base-area food
services allows it to capture a larger proportion of guest spending as well as
to ensure product and service quality. Revenue from food and beverage services
increased from $60.1 million in fiscal 2000 to $63.0 million in fiscal 2002.

LODGING AND PROPERTY MANAGEMENT. The Company's lodging and property
management division manages its own properties as well as properties owned by
third parties. Currently the Company owns or manages approximately 6,200 lodging
units at its mountain resorts. The lodging division performs a full complement
of guest services including reservations, property management, housekeeping and
brokerage operations. Each mountain resort has a welcome centre to which newly
arriving guests are directed. The centre allocates accommodations and provides
guests with information on all of the resort's activities and services. The
Company's property management operation seeks to maximize the synergies that
exist between lodging and lift-ticket promotions. Revenue from lodging and
property management increased from $53.5 million in fiscal 2000 to $61.0 million
in fiscal 2002.

The Company's real estate development program is designed to ensure the
continued growth of its lodging operation. Typically, newly constructed
condominiums and townhomes are sold to owners who put the units into a rental
pool managed by the Company. The resulting growth in occupancy increases skier
visits and provides an additional source of fee revenue for the Company.

The Company, through its subsidiary Resort Reservations Network Inc.
("Rezrez"), offers guests the opportunity to plan and book their vacation over
the telephone or through an online booking engine via the Internet. Travelers
may customize their travel and fully plan and book all of their vacation needs
from accommodation, airline bookings, car rentals, lift passes, ski rentals and
ski lessons. Pre-set packages are also available.

SKI SCHOOL. The Company operates the ski school at each of its mountain
resorts, except at Panorama where this service is concessioned to a third party.
A variety of programs are offered to skiers, targeted to different ability
levels and age groups. Future growth is expected to result from growth in the
sport of snowboarding and technological advances currently taking place in
alpine skiing equipment, for which the ski schools at the Company's resorts have
qualified instructors. The Company's resorts offer packages designed to combine
the new technologies with instructor-led learning sessions.

The Company has approximately 3,400 instructors on its ski school staff
across all of its mountain resorts. Over the past several years, the Company has
initiated programs to increase its ski school business. Revenue from ski schools
increased from $25.8 million in fiscal 2000 to $30.4 million in fiscal 2002.

GOLF. Intrawest entered the golf business with its acquisition of
Stratton in fiscal 1995. At its mountain resorts, the Company owns and operates
championship golf courses at Panorama, Blue Mountain, Tremblant, Copper,
Stratton, Snowshoe and Mammoth. The Company also owns an additional nine golf
courses at its warm-weather resort properties in Florida and Arizona and two
golf courses in Pitt
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Meadows, British Columbia. Stratton also offers a golf school which attracts
students from throughout eastern North America. Golf is a primary attraction in
the summer and shoulder seasons, providing the Company with revenue from greens
fees, golf cart rentals and pro-shop sales. In addition, golf also drives a
significant portion of the food and beverage and lodging revenue during the
summer. Golf courses are also a selling feature for real estate. The Company has
significant developable land parcels adjacent to golf courses at its resorts,
which generally command higher selling prices than other real estate. In
addition, Intrawest manages eight golf courses owned by other parties. Revenue
from golf declined from $30.9 million in fiscal 2000 to $29.4 million in fiscal
2002.

OTHER. The Company generates additional revenue from ownership of
community facilities, such as athletic centers, sports clubs and telephone
services.

SPONSORSHIP AND SPECIAL EVENTS

An important part of the Company's business strategy is to increase
exposure of the Intrawest brand name and the brand names of the individual
Intrawest resorts by entering into sponsorship relationships with leading
companies and by hosting world-class events to gain international exposure. The
Company's geographically diversified mountain resorts are particularly appealing
to sponsors seeking exposure across North America. In addition, the Company's
leading industry position, coupled with the demographics of its customer base,
make it an attractive partner for prospective sponsors. The Company's business
sponsors include Coca Cola, Labatt USA, Kodak, Nestle, Visa, Telus, Bell and The
Globe and Mail.

The Company's resorts host a number of world-class sporting events
including the Nokia Snowboard FIS World Cup Tour, the Canadian Alpine National
Championships and snowboarding's U.S. Open championship at Stratton. Whistler,
Panorama and Mammoth have also been the sites of several World Cup downhill and
slalom races. In addition to these events, the Company's resorts host numerous
high-profile music and arts events.

INFORMATION TECHNOLOGY

The Company's information technology systems improve communication with
its guests and enhance guest service and convenience. These systems are intended
to simplify a guest's purchase and use of the Company's services in order to
build guest loyalty and encourage repeat buying. Current information technology
initiatives which have been implemented at certain of the Company's resorts
include (i) direct lift access systems by which skiers can avoid the ticket
window by having their photo identification passes scanned at the lift line
resulting in a charge to their credit cards, (ii) digital imaging systems for
ski passes that prevent season passholders from having to be photographed
annually, (iii) resort-wide guest charging systems whereby an identification
card can be used to charge goods or services at any of the Company's facilities
across the resort, (iv) central reservation systems for use in connection with
the Company's property management business and (v) ski school reservation and
instructor scheduling systems that simplify the booking process for guests and
allow the Company to ensure better utilization of instructors.

RESORT MARKETING AND SALES

The primary objectives of the Company's marketing strategy include (i)
increasing the Company's market share of North American, European and Asian
visitors, (ii) building demand during both peak and non-peak periods, (iii)
increasing existing customers' use of the Company's network of resorts, (iv)
expanding the summer-and shoulder-season businesses of the Company's resorts and
(v) increasing the Company's total share of customer spending across each
resort. Using market research information from the Company's database and
employee feedback, the Company builds marketing programs which are targeted at
particular customer and season segments.

While traditional marketing mediums such as print media in ski industry
and lifestyle publications continue to play a role in the overall marketing mix,
the Company is placing increased emphasis on database marketing, strategic
partnering and sponsorship initiatives. The Company has commenced
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initiatives to exploit its database to develop programs that identify and target
new customers and increase the visit frequency and spending of existing
customers.

RESORT REAL ESTATE DEVELOPMENT

Intrawest is North America's largest mountain resort real estate
developer. The Company has over 25 years of experience in the real estate
industry, initially in the development of urban residential and commercial
properties in the Pacific Northwest and, beginning in 1986 with its acquisition
of Blackcomb, the development of mountain resort properties. In the past ten
fiscal years, the Company has developed and sold approximately $1.7 billion of
real estate, including non-resort real estate. In 1994 the Company determined
that it would no longer develop urban real estate and that it would sell its
non-resort assets in order to concentrate on its resort operations and resort
development activities. Intrawest's real estate expertise is a key operating
strength which differentiates the Company from its mountain resort competitors.
The Company has expertise in all aspects of real estate development, including
master planning, project design, construction, sales and marketing, and property
management.

The following table summarizes certain key statistics relating to each of
the Company's resort real estate holdings.

[Enlarge/Download Table]

AS AT JUNE 30, 2002
DATE --------------------------------------------------------------------------------
CONSTRUCTION RESIDENTIAL COMMERCIAL
COMMENCED/ RESIDENTIAL UNITS HELD COMMERCIAL COMMERCIAL SPACE HELD
IS EXPECTED RESIDENTIAL UNITS UNDER FOR FUTURE SPACE SPACE UNDER FOR FUTURE
RESORT TO COMMENCE UNITS SOLD DEVELOPMENT DEVELOPMENT COMPLETED DEVELOPMENT DEVELOPMENT
------ ------------ ----------- ----------- ----------- ---------- ----------- -----------
(SQ FT) (SQ FT) (SQ FT)

Whistler
Blackcomb(1)......... 1987 3,063 428 330 109,000 69,000 37,000
Tremblant.............. 1992 1,994 70 2,742 154,000 -- 89,000
Keystone(2)............ 1995 928 115 1,511 95,000 -- 94,000
Panorama............... 1995 387 61 1,068 22,000 -- 10,000
Stratton............... 1997 270 20 849 -- -- 30,000
Snowshoe............... 1997 284 98 923 35,000 3,000 50,000
Mammoth................ 1998 343 209 2,137 4,000 62,000 41,000
Copper................. 1998 454 59 526 77,000 10,000 27,000
Sandestin.............. 1999 661 304 1,393 19,000 96,000 24,000
Solitude(3)............ 1999 120 50 64 9,000 -- 3,000
Three Peaks(4)......... 2000 180 70 75 -- -- --
Blue Mountain.......... 2000 326 104 1,555 18,000 17,000 85,000
Squaw Valley........... 2000 137 153 285 32,000 35,000 56,000
Mountain Creek......... 2001 39 66 649 -- -- 169,000
Lake Las Vegas......... 2001 -- 115 683 -- 60,000 88,000
Les Arcs............... 2002 -- 102 621 -- 7,000 55,000
Snowmass............... 2003 -- -- 630 -- -- 151,000
----- ----- ------ ------- ------- ---------
9,186 2,024(5) 16,041(5) 574,000 359,000(5) 1,009,000(5)
===== ===== ====== ======= ======= =========

---------------

(1) The Company has a 77% interest in both Whistler Mountain Resort Limited
Partnership and in Blackcomb Skiing Enterprises Limited Partnership. The
information on Whistler Blackcomb in this table reflects 100% of the
partnerships' land holdings.
(2) The Company has a 50% interest in a joint venture that owns and is
developing the land at Keystone (certain projects are at 55% and 60%). The
information on Keystone in this table reflects 100% of the joint venture's
land holdings.
(3) The Company entered into an option agreement with Solitude Ski Corporation
in September 1998 pursuant to which the Company has the right to acquire
land at the base of Solitude Mountain.
(4) The Company has a 50% interest in a joint venture that owns and is
developing the land at Three Peaks. The information on Three Peaks in this
table reflects 100% of the joint venture's land holdings.
(5) The Company's pipeline of real estate projects comprises residential units
and commercial space under development and held for future development which
aggregate 19,433 units.

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THE DEVELOPMENT PROCESS

Intrawest's approach to real estate development encompasses (i) land
acquisition, (ii) resort master planning, (iii) project development and
construction, (iv) marketing and sales and (v) commercial development and
leasing. The Company carefully manages the number and mix of new projects
brought to the market each year to maximize its returns and support real estate
values. In addition, control over all development activities allows the Company
to more closely align its real estate strategies with resort operations.

LAND ACQUISITION. The same factors which drive resort visits, such as
accessibility, four-season attractions and amenities, and proximity to major
markets, also enhance real estate values. When Intrawest investigates potential
resort acquisitions, the potential for real estate development is one of the
primary considerations.

Intrawest believes that it has a conservative approach to the acquisition
of land. The Company typically acquires its land at low cost in conjunction with
the purchase of the resorts or through joint ventures or other arrangements
which typically provide that land payments are due only when units are sold. The
extensive land holdings at Tremblant, Panorama, Stratton, Snowshoe, Copper and
Mountain Creek were acquired at low cost in conjunction with the acquisition of
these resorts. At Blackcomb, the Company has options which it may exercise for
specific project sites when permits are in place and construction is set to
commence. Intrawest secured its land holdings at Keystone by forming a joint
venture with the land owner under which land is only paid for as completed units
are sold. At Whistler, the price of the acquired land is deferred until certain
real estate development rights are employed or disposed of, subject to minimum
annual payments of Cdn.$3.0 million. At Squaw Valley, the land which Intrawest
has the right to acquire is currently used by the resort owner for visitor
parking and, as consideration for the land, the Company must provide replacement
parking stalls for those displaced by the development.

RESORT MASTER PLANNING. The starting point of the Company's development
program at a resort is the "envisioning process," under which consultants and
members of Intrawest's management plan future developments by envisioning how an
entire resort will appeal to visitors. The envisioning process includes
consideration of issues such as the historical significance and unique features
of the site, the desired architectural character of the resort, the ambience of
the resort, and the amenities and features that will animate the resort. The end
product of this process is a vision statement which, throughout the build-out of
a resort, serves as a guide to the development of the resort. The highlights of
the vision statement are incorporated into a short multi-media presentation
which employs evocative photography, words and music to communicate the vision
to large audiences, including various levels of government, partners and
associates, the financial community, the media, environmental groups and the
general public. The envisioning process was used to create the French Canadian
village theme for Tremblant and the Colorado Rockies theme for Keystone.

After the envisioning process is complete, the next stage is to achieve
the necessary zoning to allow for the implementation of the master plan,
involving close liaison with municipal approval agencies and multiple public
hearings.

PROJECT DEVELOPMENT AND CONSTRUCTION. After the overall master plan has
been designed and the zoning has been approved, the next stage in the
development program is to build the necessary infrastructure for the resort,
such as roads, water, and sewer and utility services, and to create individual
real estate projects. Each of the Company's real estate projects is assigned to
a development manager who is responsible for all aspects of the development
cycle from project conception to ultimate sell-out. The development managers are
based at the resort and report to a local vice president who is responsible for
all the real estate projects at the resort and who reports to a senior vice
president who oversees the development program at multiple resorts.

The development managers are supported by a team of design, construction,
finance and sales staff at the resort with the assistance of similar staff
members at head office and local consultants. The

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Company exploits its successful track record through the transfer of "project
templates" to new developments, subject to modified designs to reflect the
resort master plan and any local market requirements. This practice helps to
control costs and reduce construction risk. The Company also concentrates on
woodframe developments which have a short construction timetable. In addition,
the Company does not normally construct its own projects but rather engages
general contractors under fixed-price contracts which transfer most of the risk
of construction overruns to the contractor. The Company arranges construction
financing for both infrastructure work and projects, generally to cover
approximately 75% of total costs, primarily through established revolving credit
facilities.

MARKETING AND SALES. Market research is an important part of the
Company's development process. Projects are tailored to the needs of prospective
customers by price range, type (condominium-hotel, townhome and single-family
residences) and location (with ski-in, ski-out access, on the golf course or in
the woodlands). With a diversified product line, Intrawest is able to respond to
changing market conditions within an individual resort and to maximize the value
of each product type.

The Company employs its own sales personnel to sell its projects on a
commission basis. The resorts are supported by marketing and sales personnel at
Intrawest's head office and by external consultants. Marketing and sales costs
for an individual project are generally in the range of 4% to 7% of total
project costs. Real estate marketing also benefits resort operations since it
exposes the resort to potential visitors and skiers.

Intrawest generally follows a policy of pre-selling a significant portion
of its real estate projects prior to and during construction in order to
mitigate its risk of unsold completed inventory. The Company markets its
properties to the resort's most loyal customers through a sophisticated database
marketing strategy and the use of a "national launch team" working across the
Company's major markets. This approach has been applied to large
condominium-hotel projects such as Four Seasons at Whistler and Hameau du
Glacier at Les Arcs. Since fiscal 1996 the Company has pre-sold on average
approximately 85% of its units prior to the completion of construction.

COMMERCIAL DEVELOPMENT AND LEASING. Many of Intrawest's real estate
projects, particularly in its resort villages, comprise residential units
constructed on top of ground floor retail space. The Company occupies some of
the retail space for its own stores, restaurants and bars and it also leases
space to third-party operators. The mix of tenants and the quality of their
finished stores are closely managed by the Company so as to maintain the
ambience of the resort. In order to attract top-quality retail operators the
Company seeks to ensure that their stores and restaurants have access to
visitors throughout the year. By providing summer- and shoulder-season
activities and amenities such as summer outdoor recreational activities and
cultural programs, the Company is able to improve year-round utilization of
facilities.

As at June 30, 2002, Intrawest had developed approximately 574,000 square
feet of commercial space at its resort real estate holdings. The Company manages
or owns certain commercial space at its resorts that is occupied by third-party
operators and receives rental revenue, which in fiscal 2002 amounted to
approximately $8.0 million.

The Company is a partner in Chateau Mont Tremblant, a world-class hotel
and conference centre. The facility was completed in November 1996 and is
managed by Fairmont Hotels & Resorts.

REAL ESTATE PROPERTIES

Set out below is a brief overview of the Company's land holdings followed
by a listing of projects recently completed or under active development.

WHISTLER BLACKCOMB. Since 1986 the Company has exercised options on and
developed the majority of its land holdings at the base of Blackcomb. There are
approximately 360 residential units and 65,000 square feet of commercial space
remaining at the base of Blackcomb being developed or planned for development.
The Company owns a 44-acre site at the Creekside base of Whistler on which it is
developing, or has land planned for the development of, approximately 140
residential units and 39,000 square feet of commercial space. In addition, the
Company is developing, or has land planned for the
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development of, approximately 260 residential units and 5,000 square feet of
commercial space at other sites in Whistler. The Company expects that the
development of these lands will take place over a period of five to eight years.

TREMBLANT. Intrawest's construction of a French Canadian resort village
at Tremblant is substantially complete. The village core, the hotel Chateau Mont
Tremblant, Le Geant and Le Diable golf courses, and on-mountain improvements are
substantially constructed and the bulk of the infrastructure is in place to
support the development of the remaining real estate at the resort. The Company
is developing, or has land planned for the development of, approximately 2,800
residential units and 89,000 square feet of commercial space. The Company
expects that the development of these lands will take place over a period of 10
to 12 years.

KEYSTONE. In 1993 Intrawest entered into a joint venture to develop the
real estate at Keystone. The joint venture is developing River Run, a pedestrian
village at the base of the mountain and five additional residential
neighbourhoods. The Company is developing, or plans to develop, approximately
1,600 residential units and 94,000 square feet of commercial space. The Company
expects that the development of these lands will take place over a period of 10
to 12 years.

PANORAMA. Intrawest owns approximately 400 acres of developable land at
Panorama in the resort village and adjacent to the Greywolf Golf Course. The
Company is developing, or has land planned for the development of, approximately
1,100 residential units and 10,000 square feet of commercial space. The Company
expects that the development of these lands will take place over a period of 10
to 12 years.

STRATTON. The Company is developing, or has land planned for the
development of, approximately 800 residential units and 30,000 square feet of
commercial space. The bulk of the development will expand the existing village
at the base of Stratton Mountain.

Intrawest Corp · ARS · For 6/30/02

Filed On 9/9/02 2:28pm ET · SEC File 1-14596 · Accession Number 1130319-2-870

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