Guarantor Subsidiaries and Non-Guarantor Subsidiaries

The Company’s payment obligations under the 6.50% Notes (see Note 4, Long-Term Debt) are fully and unconditionally guaranteed on a joint and several, senior subordinated basis by substantially all of the Company’s consolidated subsidiaries (collectively, and excluding Non-Guarantor Subsidiaries (as defined below), the “Guarantor Subsidiaries”), except for Eagle Park Reservoir Company, Larkspur Restaurant & Bar, LLC, Black Diamond Insurance, Inc., Skiinfo AS and certain other insignificant entities (together, the “Non-Guarantor Subsidiaries”). APII and the Employee Housing Entities are included with the Non-Guarantor Subsidiaries for purposes of the consolidated financial information, but are not considered subsidiaries under the indenture governing the 6.50% Notes.

Presented below is the consolidated financial information of the Parent Company, the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries. Financial information for the Non-Guarantor Subsidiaries is presented in the column titled “Other Subsidiaries.” Balance sheets are presented as of October 31, 2012, July 31, 2012, and October 31, 2011. Statements of operations, statements of comprehensive income (loss), and statements of cash flows are presented for the three months ended October 31, 2012 and 2011.

Investments in subsidiaries are accounted for by the Parent Company and Guarantor Subsidiaries using the equity method of accounting. Net income (loss) of Guarantor and Non-Guarantor Subsidiaries is, therefore, reflected in the Parent Company’s and Guarantor Subsidiaries’ investments in and advances to (from) subsidiaries. Net income (loss) of the Guarantor and Non-Guarantor Subsidiaries is reflected in Guarantor Subsidiaries and Parent Company as equity in consolidated subsidiaries. The elimination entries eliminate investments in Other Subsidiaries and intercompany balances and transactions for consolidated reporting purposes.

Supplemental Condensed Consolidating Balance Sheet

As of October 31, 2012

(in thousands)

(Unaudited)



	Parent Company			100% Owned Guarantor Subsidiaries			Other Subsidiaries			Eliminating Entries			Consolidated
Current assets:
Cash and cash equivalents	$	—		$	36,779		$	7,206		$	—		$	43,985
Restricted cash	—			13,578			948			—			14,526
Trade receivables, net	—			26,639			3,082			—			29,721
Inventories, net	—			84,548			204			—			84,752
Other current assets	25,782			22,827			506			—			49,115
Total current assets	25,782			184,371			11,946			—			222,099
Property, plant and equipment, net	—			1,008,799			47,844			—			1,056,643
Real estate held for sale and investment	—			227,662			—			—			227,662
Goodwill, net	—			268,058			1,801			—			269,859
Intangible assets, net	—			72,262			19,357			—			91,619
Other assets	6,836			42,299			5,877			(9,459		)	45,553
Investments in subsidiaries	1,684,088			(1,996		)	—			(1,682,092		)	—
Advances	(428,299		)	425,366			2,933			—			—
Total assets	$	1,288,407		$	2,226,821		$	89,758		$	(1,691,551	)	$	1,913,435
Current liabilities:
Accounts payable and accrued liabilities	$	12,906		$	297,715		$	7,637		$	—		$	318,258
Income taxes payable	17,026			—			—			—			17,026
Long-term debt due within one year	—			629			219			—			848
Total current liabilities	29,932			298,344			7,856			—			336,132
Long-term debt	390,000			41,787			57,738			—			489,525
Other long-term liabilities	28,050			202,602			10,607			(9,459		)	231,800
Deferred income taxes	102,054			—			1,495			—			103,549
Total Vail Resorts, Inc. stockholders’ equity (deficit)	738,371			1,684,088			(1,996		)	(1,682,092		)	738,371
Noncontrolling interests	—			—			14,058			—			14,058
Total stockholders’ equity	738,371			1,684,088			12,062			(1,682,092		)	752,429
Total liabilities and stockholders’ equity	$	1,288,407		$	2,226,821		$	89,758		$	(1,691,551	)	$	1,913,435

Supplemental Condensed Consolidating Balance Sheet

As of July 31, 2012

(in thousands)



	Parent Company			100% Owned Guarantor Subsidiaries			Other Subsidiaries			Eliminating Entries			Consolidated
Current assets:
Cash and cash equivalents	$	—		$	38,380		$	7,673		$	—		$	46,053
Restricted cash	—			13,300			984			—			14,284
Trade receivables, net	—			64,185			1,558			—			65,743
Inventories, net	—			65,673			200			—			65,873
Other current assets	24,458			15,522			437			—			40,417
Total current assets	24,458			197,060			10,852			—			232,370
Property, plant and equipment, net	—			1,000,767			48,440			—			1,049,207
Real estate held for sale and investment	—			237,668			—			—			237,668
Goodwill, net	—			268,058			1,711			—			269,769
Intangible assets, net	—			72,751			19,319			—			92,070
Other assets	7,113			42,939			5,937			(9,459		)	46,530
Investments in subsidiaries	1,775,195			(553		)	—			(1,774,642		)	—
Advances	(421,115		)	418,001			3,114			—			—
Total assets	$	1,385,651		$	2,236,691		$	89,373		$	(1,784,101	)	$	1,927,614
Current liabilities:
Accounts payable and accrued liabilities	$	6,542		$	215,308		$	5,688		$	—		$	227,538
Income taxes payable	20,721			—			—			—			20,721
Long-term debt due within one year	—			782			208			—			990
Total current liabilities	27,263			216,090			5,896			—			249,249
Long-term debt	390,000			41,817			57,958			—			489,775
Other long-term liabilities	28,104			203,589			10,635			(9,459		)	232,869
Deferred income taxes	137,973			—			1,420			—			139,393
Total Vail Resorts, Inc. stockholders’ equity (deficit)	802,311			1,775,195			(553		)	(1,774,642		)	802,311
Noncontrolling interests	—			—			14,017			—			14,017
Total stockholders’ equity	802,311			1,775,195			13,464			(1,774,642		)	816,328
Total liabilities and stockholders’ equity	$	1,385,651		$	2,236,691		$	89,373		$	(1,784,101	)	$	1,927,614

Supplemental Condensed Consolidating Balance Sheet

As of October 31, 2011

(in thousands)

(Unaudited)



	Parent Company			100% Owned Guarantor Subsidiaries			Other Subsidiaries			Eliminating Entries			Consolidated
Current assets:
Cash and cash equivalents	$	—		$	38,060		$	6,678		$	—		$	44,738
Restricted cash	—			12,881			734			—			13,615
Trade receivables, net	—			28,664			963			—			29,627
Inventories, net	—			75,569			220			—			75,789
Other current assets	30,700			26,744			378			—			57,822
Total current assets	30,700			181,918			8,973			—			221,591
Property, plant and equipment, net	—			1,001,793			48,233			—			1,050,026
Real estate held for sale and investment	—			263,130			—			—			263,130
Goodwill, net	—			268,058			—			—			268,058
Intangible assets, net	—			73,205			18,155			—			91,360
Other assets	7,876			33,739			4,568			—			46,183
Investments in subsidiaries	1,633,628			(4,696		)	—			(1,628,932		)	—
Advances	(358,390		)	365,244			(6,854		)	—			—
Total assets	$	1,313,814		$	2,182,391		$	73,075		$	(1,628,932	)	$	1,940,348
Current liabilities:
Accounts payable and accrued liabilities	$	13,594		$	298,661		$	4,337		$	—		$	316,592
Income taxes payable	19,568			—			—			—			19,568
Long-term debt due within one year	—			855			208			—			1,063
Total current liabilities	33,162			299,516			4,545			—			337,223
Long-term debt	390,000			42,419			57,958			—			490,377
Other long-term liabilities	28,104			206,828			1,343			—			236,275
Deferred income taxes	99,118			—			—			—			99,118
Total Vail Resorts, Inc. stockholders’ equity (deficit)	763,430			1,633,628			(4,696		)	(1,628,932		)	763,430
Noncontrolling interests	—			—			13,925			—			13,925
Total stockholders’ equity	763,430			1,633,628			9,229			(1,628,932		)	777,355
Total liabilities and stockholders’ equity	$	1,313,814		$	2,182,391		$	73,075		$	(1,628,932	)	$	1,940,348

Supplemental Condensed Consolidating Statement of Operations

For the three months ended October 31, 2012

(in thousands)

(Unaudited)



	Parent Company			100% Owned Guarantor Subsidiaries			Other Subsidiaries			Eliminating Entries			Consolidated
Total net revenue	$	—		$	116,004		$	3,011		$	(2,665	)	$	116,350
Total operating expense	113			204,358			4,805			(2,627		)	206,649
Loss from operations	(113		)	(88,354		)	(1,794		)	(38		)	(90,299		)
Other expense, net	(6,610		)	(1,414		)	(335		)	38			(8,321		)
Equity investment income, net	—			434			—			—			434
Loss before benefit from income taxes	(6,723		)	(89,334		)	(2,129		)	—			(98,186		)
Benefit from income taxes	2,610			34,791			182			—			37,583
Net loss before equity in loss of consolidated subsidiaries	(4,113		)	(54,543		)	(1,947		)	—			(60,603		)
Equity in loss of consolidated subsidiaries	(56,467		)	(1,924		)	—			58,391			—
Net loss	(60,580		)	(56,467		)	(1,947		)	58,391			(60,603		)
Net loss attributable to noncontrolling interests	—			—			23			—			23
Net loss attributable to Vail Resorts, Inc.	$	(60,580	)	$	(56,467	)	$	(1,924	)	$	58,391		$	(60,580	)

Supplemental Condensed Consolidating Statement of Operations

For the three months ended October 31, 2011

(in thousands)

(Unaudited)



	Parent Company			100% Owned Guarantor Subsidiaries			Other Subsidiaries			Eliminating Entries			Consolidated
Total net revenue	$	—		$	117,034		$	2,066		$	(2,727	)	$	116,373
Total operating expense	128			200,266			3,042			(2,689		)	200,747
Loss from operations	(128		)	(83,232		)	(976		)	(38		)	(84,374		)
Other expense, net	(6,599		)	(1,283		)	(333		)	38			(8,177		)
Equity investment income, net	—			430			—			—			430
Loss before benefit from income taxes	(6,727		)	(84,085		)	(1,309		)	—			(92,121		)
Benefit from income taxes	3,044			33,343			—			—			36,387
Net loss before equity in loss of consolidated subsidiaries	(3,683		)	(50,742		)	(1,309		)	—			(55,734		)
Equity in loss of consolidated subsidiaries	(52,026		)	(1,284		)	—			53,310			—
Net loss	(55,709		)	(52,026		)	(1,309		)	53,310			(55,734		)
Net loss attributable to noncontrolling interests	—			—			25			—			25
Net loss attributable to Vail Resorts, Inc.	$	(55,709	)	$	(52,026	)	$	(1,284	)	$	53,310		$	(55,709	)

Consolidated Condensed Statements of Comprehensive Income (Loss)

For the three months ended October 31, 2012

(In thousands)

(Unaudited)



	Parent Company			100% Owned Guarantor Subsidiaries			Other Subsidiaries			Eliminating Entries			Consolidated
Net loss	$	(60,580	)	$	(56,467	)	$	(1,947	)	$	58,391		$	(60,603	)
Foreign currency translation adjustments	294			294			294			(588		)	294
Comprehensive loss	(60,286		)	(56,173		)	(1,653		)	57,803			(60,309		)
Comprehensive loss attributable to noncontrolling interests	—			—			23			—			23
Comprehensive loss attributable to Vail Resorts, Inc.	$	(60,286	)	$	(56,173	)	$	(1,630	)	$	57,803		$	(60,286	)

Consolidated Condensed Statements of Comprehensive Income (Loss)

For the three months ended October 31, 2011

(In thousands)

(Unaudited)



	Parent Company			100% Owned Guarantor Subsidiaries			Other Subsidiaries			Eliminating Entries		Consolidated
Net loss	$	(55,709	)	$	(52,026	)	$	(1,309	)	$	53,310	$	(55,734	)
Foreign currency translation adjustments	—			—			—			—		—
Comprehensive loss	(55,709		)	(52,026		)	(1,309		)	53,310		(55,734		)
Comprehensive loss attributable to noncontrolling interests	—			—			25			—		25
Comprehensive loss attributable to Vail Resorts, Inc.	$	(55,709	)	$	(52,026	)	$	(1,284	)	$	53,310	$	(55,709	)

Supplemental Condensed Consolidating Statement of Cash Flows

For the three months ended October 31, 2012

(in thousands)

(Unaudited)



	Parent Company			100% Owned Guarantor Subsidiaries			Other Subsidiaries			Consolidated
Net cash (used in) provided by operating activities	$	(38,785	)	$	73,658		$	(296	)	$	34,577
Cash flows from investing activities:
Capital expenditures	—			(35,654		)	(253		)	(35,907		)
Other investing activities, net	—			255			—			255
Net cash used in investing activities	—			(35,399		)	(253		)	(35,652		)
Cash flows from financing activities:
Dividends paid	(6,729		)	—			—			(6,729		)
Other financing activities, net	3,628			2,170			(94		)	5,704
Advances	41,886			(42,030		)	144			—
Net cash provided by (used in) financing activities	38,785			(39,860		)	50			(1,025		)
Effect of exchange rate changes on cash and cash equivalents	—			—			32			32
Net decrease in cash and cash equivalents	—			(1,601		)	(467		)	(2,068		)
Cash and cash equivalents:
Beginning of period	—			38,380			7,673			46,053
End of period	$	—		$	36,779		$	7,206		$	43,985

Supplemental Condensed Consolidating Statement of Cash Flows

For the three months ended October 31, 2011

(in thousands)

(Unaudited)



	Parent Company			100% Owned Guarantor Subsidiaries			Other Subsidiaries			Consolidated
Net cash (used in) provided by operating activities	$	(34,685	)	$	73,005		$	15		$	38,335
Cash flows from investing activities:
Capital expenditures	—			(50,893		)	(110		)	(51,003		)
Other investing activities, net	—			(136		)	—			(136		)
Net cash used in investing activities	—			(51,029		)	(110		)	(51,139		)
Cash flows from financing activities:
Repurchase of common stock	(7,869		)	—			—			(7,869		)
Dividends paid	(5,429		)	—			—			(5,429		)
Other financing activities, net	994			(292		)	(5		)	697
Advances	46,989			(46,989		)	—			—
Net cash provided by (used in) financing activities	34,685			(47,281		)	(5		)	(12,601		)
Net decrease in cash and cash equivalents	—			(25,305		)	(100		)	(25,405		)
Cash and cash equivalents:
Beginning of period	—			63,365			6,778			70,143
End of period	$	—		$	38,060		$	6,678		$	44,738