12.

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 (including VR Acquisition, Inc., BCRP, Inc., Booth Creek Ski Holdings, Inc., Trimont Land Company, Northstar Commercial Properties, and Northstar Group Restaurant Properties LLC (collectively, "Northstar") which were non-guarantor subsidiaries under the 6.75% Senior Subordinated Notes ("6.75% Notes")) (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, 2012, July 31, 2011, and April 30, 2011. Statements of operations are presented for the three and nine months ended April 30, 2012 and 2011. Statements of cash flows are presented for the nine months ended April 30, 2012 and 2011. In addition, as noted above, Northstar subsidiaries are Guarantor Subsidiaries under the 6.50% Notes, which under the 6.75% Notes these subsidiaries were Non-Guarantor Subsidiaries. As such, reclassifications for Northstar subsidiaries have been made to the financial information as of and for the three and nine months ended April 30, 2011 to confirm to the current year presentation. For the three and nine months ended April 30, 2011, the Company revised its presentation of reimbursed payroll costs from managed hotel properties from a net presentation to a gross presentation in its Consolidated Condensed Statements of Operations (see Note 2, Summary of Significant Accounting Policies) to conform to its current presentation. Total revenue and total operating expense in the statements of operations for the three and nine months ended April 30, 2011 for the Guarantor Subsidiaries presented below have been revised to reflect this presentation.

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 April 30, 2012

(in thousands)

(Unaudited)


	Parent Company			100% Owned Guarantor Subsidiaries		Other Subsidiaries			Eliminating Entries			Consolidated
Current assets:
Cash and cash equivalents	$	—		$	138,001	$	9,109		$	—		$	147,110
Restricted cash		—			12,619		1,047			—			13,666
Trade receivables, net		—			62,390		2,743			—			65,133
Inventories, net		—			56,050		187			—			56,237
Other current assets		32,809			20,925		1,937			—			55,671

Total current assets		32,809			289,985		15,023			—			337,817

Property, plant and equipment, net		—			1,007,074		49,169			—			1,056,243
Real estate held for sale and investment		—			248,262		—			—			248,262
Goodwill, net		—			268,057		1,621			—			269,678
Intangible assets, net		—			74,327		19,388			—			93,715
Other assets		7,368			32,124		4,532			—			44,024
Investments in subsidiaries		1,857,590			2,147		—			(1,859,737	)		—
Advances		(381,351	)		387,860		(6,509	)		—			—

Total assets	$	1,516,416		$	2,309,836	$	83,224		$	(1,859,737	)	$	2,049,739

Current liabilities:
Accounts payable and accrued liabilities	$	12,852		$	205,081	$	6,114		$	—		$	224,047
Income taxes payable		19,005			—		—			—			19,005
Long-term debt due within one year		—			911		208			—			1,119

Total current liabilities		31,857			205,992		6,322			—			244,171
Long-term debt		390,000			41,799		57,958			—			489,757
Other long-term liabilities		28,105			204,455		1,363			—			233,923
Deferred income taxes		183,718			—		1,442			—			185,160
Total Vail Resorts, Inc. stockholders' equity		882,736			1,857,590		2,147			(1,859,737	)		882,736
Noncontrolling interests		—			—		13,992			—			13,992

Total stockholders' equity		882,736			1,857,590		16,139			(1,859,737	)		896,728

Total liabilities and stockholders' equity	$	1,516,416		$	2,309,836	$	83,224		$	(1,859,737	)	$	2,049,739

Supplemental Condensed Consolidating Balance Sheet

As of July 31, 2011

(in thousands)


	Parent Company			100% Owned Guarantor Subsidiaries			Other Subsidiaries			Eliminating Entries			Consolidated
Current assets:
Cash and cash equivalents	$	—		$	63,365		$	6,778		$	—		$	70,143
Restricted cash		—			11,781			657			—			12,438
Trade receivables, net		—			57,746			783			—			58,529
Inventories, net		—			53,775			232			—			54,007
Other current assets		29,167			21,063			277			—			50,507

Total current assets		29,167			207,730			8,727			—			245,624
Property, plant and equipment, net		—			972,963			48,773			—			1,021,736
Real estate held for sale and investment		—			273,663			—			—			273,663
Goodwill, net		—			268,058			—			—			268,058
Intangible assets, net		—			72,943			18,155			—			91,098
Other assets		8,060			33,296			4,701			—			46,057
Investments in subsidiaries		1,721,269			(3,862	)		—			(1,717,407	)		—
Advances		(349,144	)		356,981			(7,837	)		—			—

Total assets	$	1,409,352		$	2,181,772		$	72,519		$	(1,717,407	)	$	1,946,236

Current liabilities:
Accounts payable and accrued liabilities	$	7,117		$	211,565		$	2,677		$	—		$	221,359
Income taxes payable		20,778			—			—			—			20,778
Long-term debt due within one year		—			848			197			—			1,045

Total current liabilities		27,895			212,413			2,874			—			243,182
Long-term debt		390,000			42,532			58,166			—			490,698
Other long-term liabilities		28,526			205,558			1,345			—			235,429
Deferred income taxes		133,208			—			—			—			133,208
Total Vail Resorts, Inc. stockholders' equity (deficit)		829,723			1,721,269			(3,862	)		(1,717,407	)		829,723
Noncontrolling interests		—			—			13,996			—			13,996

Total stockholders' equity		829,723			1,721,269			10,134			(1,717,407	)		843,719

Total liabilities and stockholders' equity	$	1,409,352		$	2,181,772		$	72,519		$	(1,717,407	)	$	1,946,236

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	$	—		$	162,982		$	5,614		$	—		$	168,596
Restricted cash		—			12,423			579			—			13,002
Trade receivables, net		450			45,189			778			—			46,417
Inventories, net		—			45,053			184			—			45,237
Other current assets		27,767			21,944			278			—			49,989

Total current assets		28,217			287,591			7,433			—			323,241

Property, plant and equipment, net		—			978,854			48,450			—			1,027,304
Real estate held for sale and investment		—			282,162			—			—			282,162
Goodwill, net		—			267,569			—			—			267,569
Intangible assets, net		—			73,130			18,155			—			91,285
Other assets		8,590			34,070			4,717			—			47,377
Investments in subsidiaries		1,800,382			(3,740	)		—			(1,796,642	)		—
Advances		(300,046	)		306,359			(6,313	)		—			—

Total assets	$	1,537,143		$	2,225,995		$	72,442		$	(1,796,642	)	$	2,038,938

Current liabilities:
Accounts payable and accrued liabilities	$	2,425		$	175,385		$	2,258		$	—		$	180,068
Income taxes payable		1,296			—			—			—			1,296
Long-term debt due within one year		43,937			1,223			197			—			45,357

Total current liabilities		47,658			176,608			2,455			—			226,721
Long-term debt		390,000			42,313			58,166			—			490,479
Other long-term liabilities		29,203			206,692			1,609			—			237,504
Deferred income taxes		184,373			—			—			—			184,373
Total Vail Resorts, Inc. stockholders' equity (deficit)		885,909			1,800,382			(3,740	)		(1,796,642	)		885,909
Noncontrolling interests		—			—			13,952			—			13,952

Total stockholders' equity		885,909			1,800,382			10,212			(1,796,642	)		899,861

Total liabilities and stockholders' equity	$	1,537,143		$	2,225,995		$	72,442		$	(1,796,642	)	$	2,038,938

Supplemental

Condensed Consolidating Statement of Operations

For the three months ended April 30, 2012

(in thousands)

(Unaudited)


	Parent Company			100% Owned Guarantor Subsidiaries			Other Subsidiaries			Eliminating Entries			Consolidated
Total net revenue	$	—		$	417,945		$	6,225		$	(3,025	)	$	421,145
Total operating expense		98			277,907			5,721			(2,987	)		280,739

(Loss) income from operations		(98	)		140,038			504			(38	)		140,406
Other expense, net		(6,637	)		(1,514	)		(348	)		38			(8,461	)
Equity investment income, net		—			336			—			—			336

(Loss) income before benefit (provision) for income taxes		(6,735	)		138,860			156			—			132,281
Benefit (provision) for income taxes		2,626			(55,379	)		—			—			(52,753	)

Net (loss) income before equity in income of consolidated subsidiaries		(4,109	)		83,481			156			—			79,528
Equity in income of consolidated subsidiaries		83,678			197			—			(83,875	)		—

Net income		79,569			83,678			156			(83,875	)		79,528
Net loss attributable to noncontrolling interests		—			—			41			—			41

Net income attributable to Vail Resorts, Inc.	$	79,569		$	83,678		$	197		$	(83,875	)	$	79,569

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	$	—		$	420,759		$	4,250		$	(2,893	)	$	422,116
Total operating expense		5			281,496			3,975			(2,855	)		282,621

(Loss) income from operations		(5	)		139,263			275			(38	)		139,495
Other expense, net		(13,374	)		(1,325	)		(355	)		38			(15,016	)
Equity investment income, net		—			406			—			—			406

(Loss) income before benefit (provision) for income taxes		(13,379	)		138,344			(80	)		—			124,885
Benefit (provision) for income taxes		5,151			(53,196	)		—			—			(48,045	)

Net (loss) income before equity in income (loss) of consolidated subsidiaries		(8,228	)		85,148			(80	)		—			76,840
Equity in income (loss) of consolidated subsidiaries		85,095			(53	)		—			(85,042	)		—

Net income (loss)		76,867			85,095			(80	)		(85,042	)		76,840
Net loss attributable to noncontrolling interests		—			—			27			—			27

Net income (loss) attributable to Vail Resorts, Inc.	$	76,867		$	85,095		$	(53	)	$	(85,042	)	$	76,867

Supplemental Condensed Consolidating Statement of Operations

For the nine months ended April 30, 2012

(in thousands)

(Unaudited)


	Parent Company			100% Owned Guarantor Subsidiaries			Other Subsidiaries			Eliminating Entries			Consolidated
Total net revenue	$	—		$	907,169		$	12,615		$	(8,934	)	$	910,850
Total operating expense		39			766,644			12,736			(8,819	)		770,600

(Loss) income from operations		(39	)		140,525			(121	)		(115	)		140,250
Other expense, net		(19,922	)		(4,022	)		(1,041	)		115			(24,870	)
Equity investment income, net		—			944			—			—			944

(Loss) income before benefit (provision) for income taxes		(19,961	)		137,447			(1,162	)		—			116,324
Benefit (provision) for income taxes		8,206			(54,314	)		—			—			(46,108	)

Net (loss) income before equity in income (loss) of consolidated subsidiaries		(11,755	)		83,133			(1,162	)		—			70,216
Equity in income (loss) of consolidated subsidiaries, net		82,005			(1,128	)		—			(80,877	)		—

Net income (loss)		70,250			82,005			(1,162	)		(80,877	)		70,216
Net loss attributable to noncontrolling interests		—			—			34			—			34

Net income (loss) attributable to Vail Resorts, Inc.	$	70,250		$	82,005		$	(1,128	)	$	(80,877	)	$	70,250

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	$	—		$	1,057,110		$	10,082		$	(8,819	)	$	1,058,373
Total operating expense		330			883,947			10,501			(8,705	)		886,073

(Loss) income from operations		(330	)		173,163			(419	)		(114	)		172,300
Other expense, net		(26,892	)		(3,404	)		(965	)		114			(31,147	)
Equity investment income, net		—			1,324			—			—			1,324

(Loss) income before benefit (provision) for income taxes		(27,222	)		171,083			(1,384	)		—			142,477
Benefit (provision) for income taxes		11,157			(65,297	)		—			—			(54,140	)

Net (loss) income before equity in income (loss) of consolidated subsidiaries		(16,065	)		105,786			(1,384	)		—			88,337
Equity in income (loss) of consolidated subsidiaries, net		104,460			(1,326	)		—			(103,134	)		—

Net income (loss)		88,395			104,460			(1,384	)		(103,134	)		88,337
Net loss attributable to noncontrolling interests		—			—			58			—			58

Net income (loss) attributable to Vail Resorts, Inc.	$	88,395		$	104,460		$	(1,326	)	$	(103,134	)	$	88,395

Supplemental

Condensed Consolidating Statement of Cash Flows

For the nine months ended April 30, 2012

(in thousands)

(Unaudited)


	Parent Company			100% Owned Guarantor Subsidiaries			Other Subsidiaries			Consolidated
Net cash provided by operating activities	$	38,944		$	193,371		$	1,730		$	234,045
Cash flows from investing activities:
Capital expenditures		—			(107,779	)		(220	)		(107,999	)
Acquisition of businesses		—			(24,311	)		832			(23,479	)
Other investing activities, net		—			(944	)		—			(944	)

Net cash (used in) provided by investing activities		—			(133,034	)		612			(132,422	)
Cash flows from financing activities:
Proceeds from borrowings under other long-term debt		—			56,000			—			56,000
Payments of other long-term debt		—			(56,805	)		(197	)		(57,002	)
Payment of financing costs		(88	)		(140	)		—			(228	)
Repurchases of common stock		(7,869	)		—			—			(7,869	)
Dividends paid		(17,559	)		—			—			(17,559	)
Other financing activities, net		1,590			226			190			2,006
Advances		(15,018	)		15,018			—			—

Net cash (used in) provided by financing activities		(38,944	)		14,299			(7	)		(24,652	)

Effect of exchange rate changes on cash and cash equivalents		—			—			(4	)		(4	)

Net increase in cash and cash equivalents		—			74,636			2,331			76,967
Cash and cash equivalents:
Beginning of period		—			63,365			6,778			70,143

End of period	$	—		$	138,001		$	9,109		$	147,110

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		$	262,213		$	1,199		$	291,345
Cash flows from investing activities:
Capital expenditures		—			(73,524	)		(45	)		(73,569	)
Acquisition of business		—			(60,528	)		—			(60,528	)
Other investing activities, net		—			(365	)		—			(365	)

Net cash used in investing activities		—			(134,417	)		(45	)		(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		—			(226,518	)		(187	)		(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	)
Other financing activities, net		1,313			(3,671	)		1,217			(1,141	)
Advances		(65,060	)		65,060			—			—

Net cash (used in) provided by financing activities		(27,933	)		23,871			1,030			(3,032	)

Net increase in cash and cash equivalents		—			151,667			2,184			153,851
Cash and cash equivalents:
Beginning of period		—			11,315			3,430			14,745

End of period	$	—		$	162,982		$	5,614		$	168,596