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. 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 January 31, 2012, July 31, 2011, and January 31, 2011. Statements of operations are presented for the three and six months ended January 31, 2012 and 2011. Statements of cash flows are presented for the six months ended January 31, 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 six months ended January 31, 2011 to confirm to the current year presentation. For the three and six months ended January 31, 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 six months ended January 31, 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 January 31, 2012

(in thousands)

(Unaudited)


	Parent Company			100% Owned Guarantor Subsidiaries			Other Subsidiaries			Eliminating Entries			Consolidated
Current assets:
Cash and cash equivalents	$	—		$	88,164		$	7,478		$	—		$	95,642
Restricted cash		—			15,164			1,057			—			16,221
Trade receivables, net		—			47,513			917			—			48,430
Inventories, net		—			62,340			254			—			62,594
Other current assets		31,801			24,847			350			—			56,998

Total current assets		31,801			238,028			10,056			—			279,885
Property, plant and equipment, net		—			1,010,430			47,500			—			1,057,930
Real estate held for sale and investment		—			257,169			—			—			257,169
Goodwill, net		—			268,058			—			—			268,058
Intangible assets, net		—			72,041			18,155			—			90,196
Other assets		7,620			33,826			4,551			—			45,997
Investments in subsidiaries		1,718,870			(4,657	)		—			(1,714,213	)		—
Advances		(376,815	)		381,611			(4,796	)		—			—

Total assets	$	1,381,476		$	2,256,506		$	75,466		$	(1,714,213	)	$	1,999,235

Current liabilities:
Accounts payable and accrued liabilities	$	6,579		$	288,258		$	6,636		$	—		$	301,473
Income taxes payable		19,569			—			—			—			19,569
Long-term debt due within one year		—			850			208			—			1,058

Total current liabilities		26,148			289,108			6,844			—			322,100
Long-term debt		390,000			42,344			57,958			—			490,302
Other long-term liabilities		28,105			206,184			1,340			—			235,629
Deferred income taxes		129,962			—			—			—			129,962
Total Vail Resorts, Inc. stockholders' equity (deficit)		807,261			1,718,870			(4,657	)		(1,714,213	)		807,261
Noncontrolling interests		—			—			13,981			—			13,981

Total stockholders' equity		807,261			1,718,870			9,324			(1,714,213	)		821,242

Total liabilities and stockholders' equity	$	1,381,476		$	2,256,506		$	75,466		$	(1,714,213	)	$	1,999,235

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 January 31, 2011

(in thousands)

(Unaudited)


	Parent Company			100% Owned Guarantor Subsidiaries			Other Subsidiaries			Eliminating Entries			Consolidated
Current assets:
Cash and cash equivalents	$	—		$	92,968		$	4,283		$	—		$	97,251
Restricted cash		—			15,142			758			—			15,900
Trade receivables, net		450			53,917			756			—			55,123
Inventories, net		—			54,348			238			—			54,586
Other current assets		25,759			21,151			289			—			47,199

Total current assets		26,209			237,526			6,324			—			270,059
Property, plant and equipment, net		—			997,583			46,915			—			1,044,498
Real estate held for sale and investment		—			281,699			—			—			281,699
Goodwill, net		—			271,105			—			—			271,105
Intangible assets, net		—			72,114			18,155			—			90,269
Other assets		2,160			37,267			4,736			—			44,163
Investments in subsidiaries		1,663,467			(5,097	)		—			(1,658,370	)		—
Advances		(320,369	)		324,893			(4,524	)		—			—

Total assets	$	1,371,467		$	2,217,090		$	71,606		$	(1,658,370	)	$	2,001,793

Current liabilities:
Accounts payable and accrued liabilities	$	12,507		$	296,271		$	2,461		$	—		$	311,239
Income taxes payable		23,355			—			—			—			23,355
Long-term debt due within one year		—			2,511			197			—			2,708

Total current liabilities		35,862			298,782			2,658			—			337,302
Long-term debt		390,000			46,883			58,166			—			495,049
Other long-term liabilities		29,203			207,958			1,615			—			238,776
Deferred income taxes		109,963			—			—			—			109,963
Total Vail Resorts, Inc. stockholders' equity (deficit)		806,439			1,663,467			(5,097	)		(1,658,370	)		806,439
Noncontrolling interests		—			—			14,264			—			14,264

Total stockholders' equity		806,439			1,663,467			9,167			(1,658,370	)		820,703

Total liabilities and stockholders' equity	$	1,371,467		$	2,217,090		$	71,606		$	(1,658,370	)	$	2,001,793

Supplemental Condensed Consolidating Statement of Operations

For the three months ended January 31, 2012

(in thousands)

(Unaudited)


	Parent Company			100% Owned Guarantor Subsidiaries			Other Subsidiaries			Eliminating Entries			Consolidated
Total net revenue	$	—		$	372,190		$	4,324		$	(3,182	)	$	373,332
Total operating (income) expense		(187	)		288,471			3,973			(3,143	)		289,114

Income from operations		187			83,719			351			(39	)		84,218
Other expense, net		(6,686	)		(1,225	)		(360	)		39			(8,232	)
Equity investment income, net		—			178			—			—			178

(Loss) income before benefit (provision) for income taxes		(6,499	)		82,672			(9	)		—			76,164
Benefit (provision) for income taxes		2,535			(32,278	)		—			—			(29,743	)

Net (loss) income before equity in income (loss) of consolidated subsidiaries		(3,964	)		50,394			(9	)		—			46,421
Equity in income (loss) of consolidated subsidiaries		50,353			(41	)		—			(50,312	)		—

Net income (loss)		46,389			50,353			(9	)		(50,312	)		46,421
Net income attributable to noncontrolling interests		—			—			(32	)		—			(32	)

Net income (loss) attributable to Vail Resorts, Inc.	$	46,389		$	50,353		$	(41	)	$	(50,312	)	$	46,389

Supplemental Condensed Consolidating Statement of Operations

For the three months ended January 31, 2011

(in thousands)

(Unaudited)


	Parent Company			100% Owned Guarantor Subsidiaries			Other Subsidiaries			Eliminating Entries			Consolidated
Total net revenue	$	—		$	394,657		$	3,872		$	(3,429	)	$	395,100
Total operating expense		161			297,644			3,625			(3,391	)		298,039

(Loss) income from operations		(161	)		97,013			247			(38	)		97,061
Other expense, net		(6,759	)		(1,391	)		(321	)		38			(8,433	)
Equity investment income, net		—			138			—			—			138

(Loss) income before benefit (provision) for income taxes		(6,920	)		95,760			(74	)		—			88,766
Benefit (provision) for income taxes		2,682			(36,891	)		—			—			(34,209	)

Net (loss) income before equity in income (loss) of consolidated subsidiaries		(4,238	)		58,869			(74	)		—			54,557
Equity in income (loss) of consolidated subsidiaries		58,789			(80	)		—			(58,709	)		—

Net income (loss)		54,551			58,789			(74	)		(58,709	)		54,557
Net income attributable to noncontrolling interests		—			—			(6	)		—			(6	)

Net income (loss) attributable to Vail Resorts, Inc.	$	54,551		$	58,789		$	(80	)	$	(58,709	)	$	54,551

Supplemental Condensed Consolidating Statement of Operations

For the six months ended January 31, 2012

(in thousands)

(Unaudited)


	Parent Company			100% Owned Guarantor Subsidiaries			Other Subsidiaries			Eliminating Entries			Consolidated
Total net revenue	$	—		$	489,224		$	6,390		$	(5,909	)	$	489,705
Total operating (income) expense		(59	)		488,737			7,015			(5,832	)		489,861

Income (loss) from operations		59			487			(625	)		(77	)		(156	)
Other expense, net		(13,285	)		(2,508	)		(693	)		77			(16,409	)
Equity investment income, net		—			608			—			—			608

Loss before benefit for income taxes		(13,226	)		(1,413	)		(1,318	)		—			(15,957	)
Benefit for income taxes		5,579			1,065			—			—			6,644

Net loss before equity in loss of consolidated subsidiaries		(7,647	)		(348	)		(1,318	)		—			(9,313	)
Equity in loss of consolidated subsidiaries		(1,673	)		(1,325	)		—			2,998			—

Net loss		(9,320	)		(1,673	)		(1,318	)		2,998			(9,313	)
Net income attributable to noncontrolling interests		—			—			(7	)		—			(7	)

Net loss attributable to Vail Resorts, Inc.	$	(9,320	)	$	(1,673	)	$	(1,325	)	$	2,998		$	(9,320	)

Supplemental Condensed Consolidating Statement of Operations

For the six months ended January 31, 2011

(in thousands)

(Unaudited)


	Parent Company			100% Owned Guarantor Subsidiaries			Other Subsidiaries			Eliminating Entries			Consolidated
Total net revenue	$	—		$	636,351		$	5,832		$	(5,926	)	$	636,257
Total operating expense		325			602,451			6,526			(5,850	)		603,452

(Loss) income from operations		(325	)		33,900			(694	)		(76	)		32,805
Other expense, net		(13,518	)		(2,079	)		(610	)		76			(16,131	)
Equity investment income, net		—			918			—			—			918

(Loss) income before benefit (provision) for income taxes		(13,843	)		32,739			(1,304	)		—			17,592
Benefit (provision) for income taxes		6,006			(12,101	)		—			—			(6,095	)

Net (loss) income before equity in income (loss) of consolidated subsidiaries		(7,837	)		20,638			(1,304	)		—			11,497
Equity in income (loss) of consolidated subsidiaries		19,365			(1,273	)		—			(18,092	)		—

Net income (loss)		11,528			19,365			(1,304	)		(18,092	)		11,497
Net loss attributable to noncontrolling interests		—			—			31			—			31

Net income (loss) attributable to Vail Resorts, Inc.	$	11,528		$	19,365		$	(1,273	)	$	(18,092	)	$	11,528

Supplemental Condensed Consolidating Statement of Cash Flows

For the six months ended January 31, 2012

(in thousands)

(Unaudited)


	Parent Company			100% Owned Guarantor Subsidiaries			Other Subsidiaries			Consolidated
Net cash (used in) provided by operating activities	$	(15,584	)	$	152,379		$	594		$	137,389
Cash flows from investing activities:
Capital expenditures		—			(93,117	)		(69	)		(93,186	)
Acquisition of business		—			342			—			342
Other investing activities, net		—			(904	)		—			(904	)

Net cash used in investing activities		—			(93,679	)		(69	)		(93,748	)
Cash flows from financing activities:
Proceeds from borrowings under long-term debt		—			56,000			—			56,000
Payments of long-term debt		—			(56,186	)		(197	)		(56,383	)
Repurchases of common stock		(7,869	)		—			—			(7,869	)
Dividends paid		(10,801	)		—			—			(10,801	)
Other financing activities, net		912			(373	)		372			911
Advances		33,342			(33,342	)		—			—

Net cash provided by (used in) financing activities		15,584			(33,901	)		175			(18,142	)

Net increase in cash and cash equivalents		—			24,799			700			25,499
Cash and cash equivalents:
Beginning of period		—			63,365			6,778			70,143

End of period	$	—		$	88,164		$	7,478		$	95,642

Supplemental Condensed Consolidating Statement of Cash Flows

For the six months ended January 31, 2011

(in thousands)

(Unaudited)


	Parent Company			100% Owned Guarantor Subsidiaries			Other Subsidiaries			Consolidated
Net cash provided by (used in) operating activities	$	35,263		$	209,360		$	(918	)	$	243,705
Cash flows from investing activities:
Capital expenditures		—			(61,873	)		(14	)		(61,887	)
Acquisition of a business		—			(60,528	)		—			(60,528	)
Other investing activities, net		—			(256	)		—			(256	)

Net cash used in investing activities		—			(122,657	)		(14	)		(122,671	)
Cash flows from financing activities:
Proceeds from borrowings under long-term debt		—			189,000			—			189,000
Payments of long-term debt		—			(225,880	)		(187	)		(226,067	)
Other financing activities, net		687			(4,120	)		1,972			(1,461	)
Advances		(35,950	)		35,950			—			—

Net cash (used in) provided by financing activities		(35,263	)		(5,050	)		1,785			(38,528	)

Net increase in cash and cash equivalents		—			81,653			853			82,506
Cash and cash equivalents:
Beginning of period		—			11,315			3,430			14,745

End of period	$	—		$	92,968		$	4,283		$	97,251