12.

Guarantor Subsidiaries and Non-Guarantor Subsidiaries

The Company's payment obligations under the 6.75% 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 VR Acquisition, Inc., BCRP, Inc., Booth Creek Ski Holdings, Inc., Trimont Land Company, Northstar Commercial Properties LLC, and Northstar Group Restaurant Properties LLC (collectively, "Northstar-at-Tahoe"), Eagle Park Reservoir Company, Gros Ventre Utility Company, Mountain Thunder, Inc., Larkspur Restaurant & Bar, LLC, Gore Creek Place, LLC 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 6.75% Notes.

The Company's payment obligations under the 6.50% Notes (see Note 4, Long-Term Debt), issued on April 25, 2011, are jointly and severally guaranteed by substantially all of the Company's current and future domestic subsidiaries. Certain Non-Guarantor Subsidiaries under the 6.75% Notes, primarily relating to the entities that comprise the operations of Northstar-at-Tahoe and acquired by the Company on October 25, 2010, are guarantors with respect to the 6.50% Notes. As a result, the financial information with respect to "Guarantor Subsidiaries" and "Non-Guarantor Subsidiaries" presented below should not be relied upon as presenting financial information with respect to the guarantors of the 6.50% Notes.

Presented below is the consolidated financial information of the Parent Company, the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries under the 6.75% Notes. Financial information for the Non-Guarantor Subsidiaries is presented in the column titled "Other Subsidiaries." On April 30, 2010, the Company acquired GSSI's remaining noncontrolling interest in SSV (see Note 2, Summary of Significant Accounting Policies). Subsequent to this transaction, SSV became a Guarantor Subsidiary under the 6.75% Notes. As such, the Company has included SSV under Guarantor Subsidiaries in the accompanying supplemental condensed financial statements. Reclassifications for SSV have been made to the financial information as of and for the three and nine months ended April 30, 2010 to conform to the current year presentation. Balance sheets are presented as of April 30, 2011, July 31, 2010 and April 30, 2010. Statements of operations are presented for the three and nine months ended April 30, 2011 and 2010. Statement of cash flows are presented for the nine months ended April 30, 2011 and 2010.

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 Parent Company and Guarantor Subsidiaries as equity in income (loss) of 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 April 30, 2011

(in thousands)

(Unaudited)


	Parent Company			100% Owned Guarantor Subsidiaries		Other Subsidiaries		Eliminating Entries			Consolidated
Current assets:
Cash and cash equivalents	$	—		$	162,576	$	6,020	$	—		$	168,596
Restricted cash		—			12,423		579		—			13,002
Trade receivables, net		450			43,758		2,209		—			46,417
Inventories, net		—			44,055		1,182		—			45,237
Other current assets		27,767			14,629		7,593		—			49,989

Total current assets		28,217			277,441		17,583		—			323,241

Property, plant and equipment, net		—			969,005		58,299		—			1,027,304
Real estate held for sale and investment		—			282,162		—		—			282,162
Goodwill, net		—			181,085		86,484		—			267,569
Intangible assets, net		—			71,021		20,264		—			91,285
Other assets		8,590			31,365		7,422		—			47,377
Investments in subsidiaries		1,800,382			71,908		—		(1,872,290	)		—
Advances		(300,046	)		290,849		9,197		—			—

Total assets	$	1,537,143		$	2,174,836	$	199,249	$	(1,872,290	)	$	2,038,938

Current liabilities:
Accounts payable and accrued liabilities	$	2,425		$	166,765	$	10,878	$	—		$	180,068
Income taxes payable		1,296			—		—		—			1,296
Long-term debt due within one year		43,937			118		1,302		—			45,357

Total current liabilities		47,658			166,883		12,180		—			226,721
Long-term debt		390,000			41,344		59,135		—			490,479
Other long-term liabilities		29,203			166,227		42,074		—			237,504
Deferred income taxes		184,373			—		—		—			184,373
Total Vail Resorts, Inc. stockholders' equity		885,909			1,800,382		71,908		(1,872,290	)		885,909
Noncontrolling interests		—			—		13,952		—			13,952

Total stockholders' equity		885,909			1,800,382		85,860		(1,872,290	)		899,861

Total liabilities and stockholders' equity	$	1,537,143		$	2,174,836	$	199,249	$	(1,872,290	)	$	2,038,938

Supplemental Condensed Consolidating Balance Sheet

As of July 31, 2010

(in thousands)


	Parent Company			100% Owned Guarantor Subsidiaries			Other Subsidiaries			Eliminating Entries			Consolidated
Current assets:
Cash and cash equivalents	$	—		$	11,315		$	3,430		$	—		$	14,745
Restricted cash		—			11,443			391			—			11,834
Trade receivables, net		—			53,013			609			—			53,622
Inventories, net		—			48,081			214			—			48,295
Other current assets		21,448			20,570			231			—			42,249

Total current assets		21,448			144,422			4,875			—			170,745
Property, plant and equipment, net		—			990,904			36,486			—			1,027,390
Real estate held for sale and investment		—			422,164			—			—			422,164
Goodwill, net		—			181,085			—			—			181,085
Intangible assets, net		—			71,118			18,155			—			89,273
Other assets		2,515			24,776			4,861			—			32,152
Investments in subsidiaries		1,631,824			(16,258	)		—			(1,615,566	)		—
Advances		(294,189	)		298,798			(4,609	)		—			—

Total assets	$	1,361,598		$	2,117,009		$	59,768		$	(1,615,566	)	$	1,922,809

Current liabilities:
Accounts payable and accrued liabilities	$	12,400		$	240,823		$	2,103		$	—		$	255,326
Income taxes payable		32,729			—			—			—			32,729
Long-term debt due within one year		—			1,682			187			—			1,869

Total current liabilities		45,129			242,505			2,290			—			289,924
Long-term debt		390,000			76,479			58,363			—			524,842
Other long-term liabilities		29,203			166,201			1,756			—			197,160
Deferred income taxes		108,496			—			—			—			108,496
Total Vail Resorts, Inc. stockholders' equity		788,770			1,631,824			(16,258	)		(1,615,566	)		788,770
Noncontrolling interests		—			—			13,617			—			13,617

Total stockholders' equity		788,770			1,631,824			(2,641	)		(1,615,566	)		802,387

Total liabilities and stockholders' equity	$	1,361,598		$	2,117,009		$	59,768		$	(1,615,566	)	$	1,922,809

Supplemental Condensed Consolidating Balance Sheet

As of April 30, 2010

(in thousands)

(Unaudited)


	Parent Company			100% Owned Guarantor Subsidiaries			Other Subsidiaries			Eliminating Entries			Consolidated
Current assets:
Cash and cash equivalents	$	—		$	47,432		$	3,715		$	—		$	51,147
Restricted cash		—			11,447			379			—			11,826
Trade receivables, net		—			34,458			581			—			35,039
Inventories, net		—			42,489			180			—			42,669
Other current assets		24,819			20,973			245			—			46,037

Total current assets		24,819			156,799			5,100			—			186,718
Property, plant and equipment, net		—			988,666			36,311			—			1,024,977
Real estate held for sale and investment		—			445,885			—			—			445,885
Goodwill, net		—			168,197			—			—			168,197
Intangible assets, net		—			68,426			18,155			—			86,581
Other assets		2,693			24,910			4,878			—			32,481
Investments in subsidiaries		1,685,014			(15,125	)		—			(1,669,889	)		—
Advances		(281,864	)		287,253			(5,389	)		—			—

Total assets	$	1,430,662		$	2,125,011		$	59,055		$	(1,669,889	)	$	1,944,839

Current liabilities:
Accounts payable and accrued liabilities	$	5,897		$	230,087		$	1,599		$	—		$	237,583
Income taxes payable		10,022			—			—			—			10,022
Long-term debt due within one year		—			1,664			187			—			1,851

Total current liabilities		15,919			231,751			1,786			—			249,456
Long-term debt		390,000			41,459			58,363			—			489,822
Other long-term liabilities		29,690			166,787			216			—			196,693
Deferred income taxes		152,089			—			—			—			152,089
Total Vail Resorts, Inc. stockholders' equity		842,964			1,685,014			(15,125	)		(1,669,889	)		842,964
Noncontrolling interests		—			—			13,815			—			13,815

Total stockholders' equity		842,964			1,685,014			(1,310	)		(1,669,889	)		856,799

Total liabilities and stockholders' equity	$	1,430,662		$	2,125,011		$	59,055		$	(1,669,889	)	$	1,944,839

Supplemental Condensed Consolidating Statement of Operations

For the three months ended April 30, 2011

(in thousands)

(Unaudited)


	Parent Company			100% Owned Guarantor Subsidiaries			Other Subsidiaries			Eliminating Entries			Consolidated
Total net revenue	$	—		$	380,803		$	36,564		$	(2,893	)	$	414,474
Total operating expense		5			252,562			25,267			(2,855	)		274,979

(Loss) income from operations		(5	)		128,241			11,297			(38	)		139,495
Other expense, net		(13,374	)		(1,455	)		(225	)		38			(15,016	)
Equity investment income, net		—			406			—			—			406

(Loss) income before benefit (provision) for income taxes		(13,379	)		127,192			11,072			—			124,885
Benefit (provision) for income taxes		5,151			(48,903	)		(4,293	)		—			(48,045	)

Net (loss) income before equity in income (loss) of consolidated subsidiaries		(8,228	)		78,289			6,779			—			76,840
Equity in income of consolidated subsidiaries		85,095			6,806			—			(91,901	)		—

Net income		76,867			85,095			6,779			(91,901	)		76,840
Net loss attributable to noncontrolling interests		—			—			27			—			27

Net income attributable to Vail Resorts, Inc.	$	76,867		$	85,095		$	6,806		$	(91,901	)	$	76,867

Supplemental Condensed Consolidating Statement of Operations

For the three months ended April 30, 2010

(in thousands)

(Unaudited)


	Parent Company			100% Owned Guarantor Subsidiaries			Other Subsidiaries			Eliminating Entries			Consolidated
Total net revenue	$	—		$	349,752		$	3,459		$	(2,957	)	$	350,254
Total operating expense		172			231,229			3,449			(2,919	)		231,931

(Loss) income from operations		(172	)		118,523			10			(38	)		118,323
Other (expense) income, net		(6,758	)		3,491			(303	)		38			(3,532	)
Equity investment income, net		—			838			—			—			838

(Loss) income before benefit (provision) for income taxes		(6,930	)		122,852			(293	)		—			115,629
Benefit (provision) for income taxes		1,699			(40,937	)		—			—			(39,238	)

Net (loss) income before equity in income (loss) of consolidated subsidiaries		(5,231	)		81,915			(293	)		—			76,391
Equity in income (loss) of consolidated subsidiaries, net		78,020			(256	)		—			(77,764	)		—

Net income (loss)		72,789			81,659			(293	)		(77,764	)		76,391
Net (income) loss attributable to noncontrolling interests		—			(3,639	)		37			—			(3,602	)

Net income (loss) attributable to Vail Resorts, Inc.	$	72,789		$	78,020		$	(256	)	$	(77,764	)	$	72,789

Supplemental Condensed Consolidating Statement of Operations

For the nine months ended April 30, 2011

(in thousands)

(Unaudited)


	Parent Company			100% Owned Guarantor Subsidiaries			Other Subsidiaries			Eliminating Entries			Consolidated
Total net revenue	$	—		$	972,375		$	73,480		$	(8,819	)	$	1,037,036
Total operating expense		330			819,848			53,263			(8,705	)		864,736

(Loss) income from operations		(330	)		152,527			20,217			(114	)		172,300
Other expense, net		(26,892	)		(3,335	)		(1,034	)		114			(31,147	)
Equity investment income, net		—			1,324			—			—			1,324

(Loss) income before benefit (provision) for income taxes		(27,222	)		150,516			19,183			—			142,477
Benefit (provision) for income taxes		11,157			(57,379	)		(7,918	)		—			(54,140	)

Net (loss) income before equity in income (loss) of consolidated subsidiaries		(16,065	)		93,137			11,265			—			88,337
Equity in income of consolidated subsidiaries, net		104,460			11,323			—			(115,783	)		—

Net income		88,395			104,460			11,265			(115,783	)		88,337
Net loss attributable to noncontrolling interests		—			—			58			—			58

Net income attributable to Vail Resorts, Inc.	$	88,395		$	104,460		$	11,323		$	(115,783	)	$	88,395

Supplemental Condensed Consolidating Statement of Operations

For the nine months ended April 30, 2010

(in thousands)

(Unaudited)


	Parent Company			100% Owned Guarantor Subsidiaries			Other Subsidiaries			Eliminating Entries			Consolidated
Total net revenue	$	—		$	730,893		$	8,197		$	(7,548	)	$	731,542
Total operating expense		492			602,120			9,214			(7,434	)		604,392

(Loss) income from operations		(492	)		128,773			(1,017	)		(114	)		127,150
Other (expense) income, net		(20,276	)		8,840			(771	)		114			(12,093	)
Equity investment income, net		—			1,299			—			—			1,299

(Loss) income before benefit (provision) for income taxes		(20,768	)		138,912			(1,788	)		—			116,356
Benefit (provision) for income taxes		7,293			(45,690	)		—			—			(38,397	)

Net (loss) income before equity in income (loss) of consolidated subsidiaries		(13,475	)		93,222			(1,788	)		—			77,959
Equity in income (loss) of consolidated subsidiaries, net		85,781			(1,720	)		—			(84,061	)		—

Net income (loss)		72,306			91,502			(1,788	)		(84,061	)		77,959
Net (income) loss attributable to noncontrolling interests		—			(5,721	)		68			—			(5,653	)

Net income (loss) attributable to Vail Resorts, Inc.	$	72,306		$	85,781		$	(1,720	)	$	(84,061	)	$	72,306

Supplemental Condensed Consolidating Statement of Cash Flows

For the nine months ended April 30, 2011

(in thousands)

(Unaudited)


	Parent Company			100% Owned Guarantor Subsidiaries			Other Subsidiaries			Consolidated
Net cash provided by operating activities	$	27,933		$	259,071		$	4,341		$	291,345
Cash flows from investing activities:
Capital expenditures		—			(71,668	)		(1,901	)		(73,569	)
Acquisition of business		—			(60,528	)		—			(60,528	)
Other investing activities, net		—			(303	)		(62	)		(365	)

Net cash used in investing activities		—			(132,499	)		(1,963	)		(134,462	)
Cash flows from financing activities:
Proceeds from borrowings under other long-term debt		—			189,000			—			189,000
Payments of other long-term debt		—			(225,700	)		(1,005	)		(226,705	)
Proceeds from borrowings under the 6.50% notes		390,000			—			—			390,000
Payment of tender of 6.75% notes		(346,063	)		—			—			(346,063	)
Payment of financing costs		(8,123	)		—			—			(8,123	)
Advances		(65,060	)		63,910			1,150			—
Other financing activities, net		1,313			(2,521	)		67			(1,141	)

Net cash (used in) provided by financing activities		(27,933	)		24,689			212			(3,032	)

Net increase in cash and cash equivalents		—			151,261			2,590			153,851
Cash and cash equivalents:
Beginning of period		—			11,315			3,430			14,745

End of period	$	—		$	162,576		$	6,020		$	168,596

Supplemental Condensed Consolidating Statement of Cash Flows

For the nine months ended April 30, 2010

(in thousands)

(Unaudited)


	Parent Company			100% Owned Guarantor Subsidiaries			Other Subsidiaries			Consolidated
Net cash provided by (used in) operating activities	$	23,053		$	33,974		$	(316	)	$	56,711
Cash flows from investing activities:
Capital expenditures		—			(48,573	)		(228	)		(48,801	)
Cash received from sale of real property		—			8,920			—			8,920
Other investing activities, net		—			(415	)		(7,500	)		(7,915	)

Net cash used in investing activities		—			(40,068	)		(7,728	)		(47,796	)
Cash flows from financing activities:
Acquisition of noncontrolling interest		—			(31,000	)		—			(31,000	)
Proceeds from borrowings under other long-term debt		—			85,962			—			85,962
Payments of other long-term debt		—			(86,069	)		(177	)		(86,246	)
Advances		(24,073	)		24,073			—			—
Other financing activities, net		1,020			(6,124	)		9,322			4,218

Net cash (used in) provided by financing activities		(23,053	)		(13,158	)		9,145			(27,066	)

Net (decrease) increase in cash and cash equivalents		—			(19,252	)		1,101			(18,151	)
Cash and cash equivalents:
Beginning of period		—			66,684			2,614			69,298

End of period	$	—		$	47,432		$	3,715		$	51,147