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 April 30, 2014, July 31, 2013, and April 30, 2013. Statements of operations and statements of comprehensive income (loss) are presented for the three and nine months ended April 30, 2014 and 2013. Statements of cash flows are presented for the nine months ended April 30, 2014 and 2013. As of April 30, 2013, the Company revised its classification of advances from affiliates in the amount of $386.0 million to present it separately in the Supplemental Consolidating Condensed Balance Sheet from advances to affiliates. The Company has determined that this revision is not material to the Supplemental Consolidating Condensed Balance Sheet.

Investments in subsidiaries are accounted for by the Parent Company and Guarantor Subsidiaries using the equity method of accounting. Net income (loss) of Guarantor Subsidiaries 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 Subsidiaries 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 Consolidating Condensed Balance Sheet

As of April 30, 2014

(in thousands)

(Unaudited)



	Parent Company		100% Owned Guarantor Subsidiaries			Other Subsidiaries			Eliminating Entries			Consolidated
Current assets:
Cash and cash equivalents	$	—	$	298,642		$	8,789		$	—		$	307,431
Restricted cash	—		11,285			1,772			—			13,057
Trade receivables, net	—		77,108			2,707			—			79,815
Inventories, net	—		60,229			180			—			60,409
Other current assets	29,217		28,961			518			—			58,696
Total current assets	29,217		476,225			13,966			—			519,408
Property, plant and equipment, net	—		1,121,251			43,136			—			1,164,387
Real estate held for sale and investment	—		170,818			—			—			170,818
Goodwill, net	—		376,491			1,729			—			378,220
Intangible assets, net	—		99,149			19,358			—			118,507
Other assets	5,274		97,136			4,154			(9,460		)	97,104
Investments in subsidiaries	2,046,019		(4,984		)	—			(2,041,035		)	—
Advances to affiliates	—		516,717			3,379			(520,096		)	—
Total assets	$	2,080,510	$	2,852,803		$	85,722		$	(2,570,591	)	$	2,448,444
Current liabilities:
Accounts payable and accrued liabilities	$	13,014	$	243,284		$	8,479		$	—		$	264,777
Income taxes payable	39,043		—			—			—			39,043
Long-term debt due within one year	—		648			231			—			879
Total current liabilities	52,057		243,932			8,710			—			304,699
Advances from affiliates	520,096		—			—			(520,096		)	—
Long-term debt	390,000		351,716			57,507			—			799,223
Other long-term liabilities	27,673		211,136			10,585			(9,460		)	239,934
Deferred income taxes	183,535		—			(62		)	—			183,473
Total Vail Resorts, Inc. stockholders’ equity (deficit)	907,149		2,046,019			(4,984		)	(2,041,035		)	907,149
Noncontrolling interests	—		—			13,966			—			13,966
Total stockholders’ equity	907,149		2,046,019			8,982			(2,041,035		)	921,115
Total liabilities and stockholders’ equity	$	2,080,510	$	2,852,803		$	85,722		$	(2,570,591	)	$	2,448,444

Supplemental Consolidating Condensed Balance Sheet

As of July 31, 2013

(in thousands)

(Unaudited)



	Parent Company		100% Owned Guarantor Subsidiaries			Other Subsidiaries			Eliminating Entries			Consolidated
Current assets:
Cash and cash equivalents	$	—	$	130,970		$	7,634		$	—		$	138,604
Restricted cash	—		10,890			1,734			—			12,624
Trade receivables, net	—		77,725			1,312			—			79,037
Inventories, net	—		68,101			217			—			68,318
Other current assets	25,190		18,475			1,221			—			44,886
Total current assets	25,190		306,161			12,118			—			343,469
Property, plant and equipment, net	—		1,124,004			45,284			—			1,169,288
Real estate held for sale and investment	—		195,230			—			—			195,230
Goodwill, net	—		379,953			1,746			—			381,699
Intangible assets, net	—		101,913			19,431			—			121,344
Other assets	6,057		96,337			4,332			(9,459		)	97,267
Investments in subsidiaries	1,861,509		(3,510		)	—			(1,857,999		)	—
Advances to affiliates	—		480,408			2,906			(483,314		)	—
Total assets	$	1,892,756	$	2,680,496		$	85,817		$	(2,350,772	)	$	2,308,297
Current liabilities:
Accounts payable and accrued liabilities	$	6,600	$	256,094		$	6,825		$	—		$	269,519
Income taxes payable	42,822		—			—			—			42,822
Long-term debt due within one year	—		775			219			—			994
Total current liabilities	49,422		256,869			7,044			—			313,335
Advances from affiliates	483,314		—			—			(483,314		)	—
Long-term debt	390,000		348,190			57,738			—			795,928
Other long-term liabilities	27,851		213,928			10,586			(9,459		)	242,906
Deferred income taxes	118,301		—			(42		)	—			118,259
Total Vail Resorts, Inc. stockholders’ equity (deficit)	823,868		1,861,509			(3,510		)	(1,857,999		)	823,868
Noncontrolling interests	—		—			14,001			—			14,001
Total stockholders’ equity	823,868		1,861,509			10,491			(1,857,999		)	837,869
Total liabilities and stockholders’ equity	$	1,892,756	$	2,680,496		$	85,817		$	(2,350,772	)	$	2,308,297

Supplemental Consolidating Condensed Balance Sheet

As of April 30, 2013

(in thousands)

(Unaudited)



	Parent Company		100% Owned Guarantor Subsidiaries			Other Subsidiaries			Eliminating Entries			Consolidated
Current assets:
Cash and cash equivalents	$	—	$	230,429		$	7,306		$	—		$	237,735
Restricted cash	—		10,894			1,097			—			11,991
Trade receivables, net	—		70,424			3,309			—			73,733
Inventories, net	—		61,014			187			—			61,201
Other current assets	28,699		20,543			1,236			—			50,478
Total current assets	28,699		393,304			13,135			—			435,138
Property, plant and equipment, net	—		993,813			46,094			—			1,039,907
Real estate held for sale and investment	—		201,861			—			—			201,861
Goodwill, net	—		270,076			1,779			—			271,855
Intangible assets, net	—		72,563			19,476			—			92,039
Other assets	6,319		37,661			4,348			(9,459		)	38,869
Investments in subsidiaries	1,885,121		(2,153		)	—			(1,882,968		)	—
Advances to affiliates	—		382,375			3,622			(385,997		)	—
Total assets	$	1,920,139	$	2,349,500		$	88,454		$	(2,278,424	)	$	2,079,669
Current liabilities:
Accounts payable and accrued liabilities	$	12,856	$	225,420		$	8,076		$	—		$	246,352
Income taxes payable	13,173		—			—			—			13,173
Long-term debt due within one year	—		299			219			—			518
Total current liabilities	26,029		225,719			8,295			—			260,043
Advances from affiliates	385,997		—			—			(385,997		)	—
Long-term debt	390,000		41,502			57,738			—			489,240
Other long-term liabilities	27,852		197,158			10,594			(9,459		)	226,145
Deferred income taxes	201,513		—			(2		)	—			201,511
Total Vail Resorts, Inc. stockholders’ equity (deficit)	888,748		1,885,121			(2,153		)	(1,882,968		)	888,748
Noncontrolling interests	—		—			13,982			—			13,982
Total stockholders’ equity	888,748		1,885,121			11,829			(1,882,968		)	902,730
Total liabilities and stockholders’ equity	$	1,920,139	$	2,349,500		$	88,454		$	(2,278,424	)	$	2,079,669

Supplemental Consolidating Condensed Statement of Operations

For the three months ended April 30, 2014

(in thousands)

(Unaudited)



	Parent Company			100% Owned Guarantor Subsidiaries			Other Subsidiaries			Eliminating Entries			Consolidated
Total net revenue	$	—		$	539,704		$	6,494		$	(3,151	)	$	543,047
Total operating expense	106			336,623			6,266			(3,113		)	339,882
(Loss) income from operations	(106		)	203,081			228			(38		)	203,165
Other expense, net	(6,600		)	(9,331		)	(391		)	38			(16,284		)
Equity investment income, net	—			665			—			—			665
(Loss) income before benefit (provision) for income taxes	(6,706		)	194,415			(163		)	—			187,546
Benefit (provision) for income taxes	2,564			(72,295		)	51			—			(69,680		)
Net (loss) income before equity in income (loss) of consolidated subsidiaries	(4,142		)	122,120			(112		)	—			117,866
Equity in income (loss) of consolidated subsidiaries	122,088			(32		)	—			(122,056		)	—
Net income (loss)	117,946			122,088			(112		)	(122,056		)	117,866
Net loss attributable to noncontrolling interests	—			—			80			—			80
Net income (loss) attributable to Vail Resorts, Inc.	$	117,946		$	122,088		$	(32	)	$	(122,056	)	$	117,946

Supplemental Consolidating Condensed Statement of Operations

For the three months ended April 30, 2013

(in thousands)

(Unaudited)



	Parent Company			100% Owned Guarantor Subsidiaries			Other Subsidiaries			Eliminating Entries			Consolidated
Total net revenue	$	—		$	467,095		$	6,406		$	(3,810	)	$	469,691
Total operating expense	116			301,696			6,309			(3,772		)	304,349
(Loss) income from operations	(116		)	165,399			97			(38		)	165,342
Other expense, net	(6,600		)	(1,322		)	(322		)	38			(8,206		)
Equity investment income, net	—			266			—			—			266
(Loss) income before benefit (provision) for income taxes	(6,716		)	164,343			(225		)	—			157,402
Benefit (provision) for income taxes	2,551			(62,452		)	87			—			(59,814		)
Net (loss) income before equity in income (loss) of consolidated subsidiaries	(4,165		)	101,891			(138		)	—			97,588
Equity in income (loss) of consolidated subsidiaries	101,805			(86		)	—			(101,719		)	—
Net income (loss)	97,640			101,805			(138		)	(101,719		)	97,588
Net loss attributable to noncontrolling interests	—			—			52			—			52
Net income (loss) attributable to Vail Resorts, Inc.	$	97,640		$	101,805		$	(86	)	$	(101,719	)	$	97,640

Supplemental Consolidating Condensed Statement of Operations

For the nine months ended April 30, 2014

(in thousands)

(Unaudited)



	Parent Company			100% Owned Guarantor Subsidiaries			Other Subsidiaries			Eliminating Entries			Consolidated
Total net revenue	$	—		$	1,113,141		$	15,840		$	(9,823	)	$	1,119,158
Total operating expense	286			899,631			17,194			(9,709		)	907,402
(Loss) income from operations	(286		)	213,510			(1,354		)	(114		)	211,756
Other expense, net	(19,802		)	(27,630		)	(1,138		)	114			(48,456		)
Equity investment income, net	—			1,282			—			—			1,282
(Loss) income before benefit (provision) for income taxes	(20,088		)	187,162			(2,492		)	—			164,582
Benefit (provision) for income taxes	7,810			(68,971		)	208			—			(60,953		)
Net (loss) income before equity in income (loss) of consolidated subsidiaries	(12,278		)	118,191			(2,284		)	—			103,629
Equity in income (loss) of consolidated subsidiaries	116,111			(2,080		)	—			(114,031		)	—
Net income (loss)	103,833			116,111			(2,284		)	(114,031		)	103,629
Net loss attributable to noncontrolling interests	—			—			204			—			204
Net income (loss) attributable to Vail Resorts, Inc.	$	103,833		$	116,111		$	(2,080	)	$	(114,031	)	$	103,833

Supplemental Consolidating Condensed Statement of Operations

For the nine months ended April 30, 2013

(in thousands)

(Unaudited)



	Parent Company			100% Owned Guarantor Subsidiaries			Other Subsidiaries			Eliminating Entries			Consolidated
Total net revenue	$	—		$	1,002,526		$	15,780		$	(9,814	)	$	1,008,492
Total operating expense	334			819,781			17,071			(9,700		)	827,486
(Loss) income from operations	(334		)	182,745			(1,291		)	(114		)	181,006
Other expense, net	(19,810		)	(4,257		)	(1,009		)	114			(24,962		)
Equity investment income, net	—			799			—			—			799
(Loss) income before benefit (provision) for income taxes	(20,144		)	179,287			(2,300		)	—			156,843
Benefit (provision) for income taxes	7,708			(67,225		)	188			—			(59,329		)
Net (loss) income before equity in income (loss) of consolidated subsidiaries	(12,436		)	112,062			(2,112		)	—			97,514
Equity in income (loss) of consolidated subsidiaries	110,047			(2,015		)	—			(108,032		)	—
Net income (loss)	97,611			110,047			(2,112		)	(108,032		)	97,514
Net loss attributable to noncontrolling interests	—			—			97			—			97
Net income (loss) attributable to Vail Resorts, Inc.	$	97,611		$	110,047		$	(2,015	)	$	(108,032	)	$	97,611

Supplemental Consolidating Condensed Statement of Comprehensive Income (Loss)

For the three months ended April 30, 2014

(In thousands)

(Unaudited)



	Parent Company		100% Owned Guarantor Subsidiaries		Other Subsidiaries			Eliminating Entries			Consolidated
Net income (loss)	$	117,946	$	122,088	$	(112	)	$	(122,056	)	$	117,866
Foreign currency translation adjustments, net of tax	85		85		85			(170		)	85
Comprehensive income (loss)	118,031		122,173		(27		)	(122,226		)	117,951
Comprehensive loss attributable to noncontrolling interests	—		—		80			—			80
Comprehensive income attributable to Vail Resorts, Inc.	$	118,031	$	122,173	$	53		$	(122,226	)	$	118,031

Supplemental Consolidating Condensed Statement of Comprehensive Income (Loss)

For the three months ended April 30, 2013

(In thousands)

(Unaudited)



	Parent Company			100% Owned Guarantor Subsidiaries			Other Subsidiaries			Eliminating Entries			Consolidated
Net income (loss)	$	97,640		$	101,805		$	(138	)	$	(101,719	)	$	97,588
Foreign currency translation adjustments, net of tax	(202		)	(202		)	(202		)	404			(202		)
Comprehensive income (loss)	97,438			101,603			(340		)	(101,315		)	97,386
Comprehensive loss attributable to noncontrolling interests	—			—			52			—			52
Comprehensive income (loss) attributable to Vail Resorts, Inc.	$	97,438		$	101,603		$	(288	)	$	(101,315	)	$	97,438

Supplemental Consolidating Condensed Statement of Comprehensive Income (Loss)

For the nine months ended April 30, 2014

(In thousands)

(Unaudited)



	Parent Company			100% Owned Guarantor Subsidiaries			Other Subsidiaries			Eliminating Entries			Consolidated
Net income (loss)	$	103,833		$	116,111		$	(2,284	)	$	(114,031	)	$	103,629
Foreign currency translation adjustments, net of tax	(34		)	(34		)	(34		)	68			(34		)
Comprehensive income (loss)	103,799			116,077			(2,318		)	(113,963		)	103,595
Comprehensive loss attributable to noncontrolling interests	—			—			204			—			204
Comprehensive income (loss) attributable to Vail Resorts, Inc.	$	103,799		$	116,077		$	(2,114	)	$	(113,963	)	$	103,799

Supplemental Consolidating Condensed Statement of Comprehensive Income (Loss)

For the nine months ended April 30, 2013

(In thousands)

(Unaudited)



	Parent Company		100% Owned Guarantor Subsidiaries		Other Subsidiaries			Eliminating Entries			Consolidated
Net income (loss)	$	97,611	$	110,047	$	(2,112	)	$	(108,032	)	$	97,514
Foreign currency translation adjustments, net of tax	251		251		251			(502		)	251
Comprehensive income (loss)	97,862		110,298		(1,861		)	(108,534		)	97,765
Comprehensive loss attributable to noncontrolling interests	—		—		97			—			97
Comprehensive income (loss) attributable to Vail Resorts, Inc.	$	97,862	$	110,298	$	(1,764	)	$	(108,534	)	$	97,862

Supplemental Consolidating Condensed Statement of Cash Flows

For the nine months ended April 30, 2014

(in thousands)

(Unaudited)



	Parent Company			100% Owned Guarantor Subsidiaries			Other Subsidiaries			Consolidated
Net cash provided by operating activities	$	52,146		$	252,610		$	1,441		$	306,197
Cash flows from investing activities:
Capital expenditures	—			(107,208		)	(892		)	(108,100		)
Other investing activities, net	—			912			8			920
Net cash used in investing activities	—			(106,296		)	(884		)	(107,180		)
Cash flows from financing activities:
Payments of other long-term debt	—			(758		)	(219		)	(977		)
Dividends paid	(29,998		)	—			—			(29,998		)
Other financing activities, net	3,880			(3,891		)	743			732
Advances	(26,028		)	26,028			—			—
Net cash (used in) provided by financing activities	(52,146		)	21,379			524			(30,243		)
Effect of exchange rate changes on cash and cash equivalents	—			(21		)	74			53
Net increase in cash and cash equivalents	—			167,672			1,155			168,827
Cash and cash equivalents:
Beginning of period	—			130,970			7,634			138,604
End of period	$	—		$	298,642		$	8,789		$	307,431

Supplemental Consolidating Condensed Statement of Cash Flows

For the nine months ended April 30, 2013

(in thousands)

(Unaudited)



	Parent Company			100% Owned Guarantor Subsidiaries			Other Subsidiaries			Consolidated
Net cash provided by operating activities	$	46,034		$	244,970		$	341		$	291,345
Cash flows from investing activities:
Capital expenditures	—			(64,765		)	(696		)	(65,461		)
Acquisition of businesses	—			(19,958		)	—			(19,958		)
Other investing activities, net	—			943			(82		)	861
Net cash used in investing activities	—			(83,780		)	(778		)	(84,558		)
Cash flows from financing activities:
Proceeds from borrowings under other long-term debt	—			96,000			—			96,000
Payments of other long-term debt	—			(96,781		)	(208		)	(96,989		)
Dividends paid	(20,905		)	—			—			(20,905		)
Other financing activities, net	3,986			2,608			184			6,778
Advances	(29,115		)	29,065			50			—
Net cash (used in) provided by financing activities	(46,034		)	30,892			26			(15,116		)
Effect of exchange rate changes on cash and cash equivalents	—			(33		)	44			11
Net increase (decrease) in cash and cash equivalents	—			192,049			(367		)	191,682
Cash and cash equivalents:
Beginning of period	—			38,380			7,673			46,053
End of period	$	—		$	230,429		$	7,306		$	237,735