Robert A. Katz - Chief Executive Officer, Director Jeffrey W. Jones - Senior Executive Vice President, Chief Financial Officer Officer Since: 05/2006

Anthony Powell - Lehman Brothers Jeff Randall - Black Creek Capital Hayley Wolff - Rochdale Securities Will Marks - JMP Securities Mimi Noel - Sidoti & Company Yasuna Murakami - MC2 Capital Management Chris Woronka - Deutsche Bank

Good morning, ladies and gentlemen and thank you for standing by. Welcome to the Vail Resorts fiscal 2008 second quarter results conference call. (Operator Instructions) I would now like to turn the conference over to Rob Katz, Chief Executive Officer of Vail Resorts. Please go ahead, sir. Robert A. Katz: Thank you, Operator. Good morning, everyone. Welcome to the Vail Resorts fiscal 2008 second quarter earnings conference call and simultaneous webcast, both open to the public and press at large. I’m Rob Katz, Chief Executive Officer of Vail Resorts. Joining me on the call this morning is Jeff Jones, our Chief Financial Officer. Before I get into the discussion of our results, let me remind you that we are using the terms reported EBITDA and reported EBITDA excluding stock-based compensation to report earnings for each of our operating segments, namely mountain, lodging, and resort, which is a combination of mountain and lodging segments, and real estate. Complete reconciliations of reported EBITDA, reported EBITDA excluding stock-based compensation and other non-GAAP financial measures can be found in this morning’s earnings release and on the vailresorts.com website in the investor relations section. I also need to mention that comments made during this conference call other than statements of historical fact are forward-looking statements that are made pursuant to the Safe Harbor provisions in the Private Securities Litigation Reform Act of 1995. Certain risks and uncertainties could cause actual results to differ materially from those contained in the forward-looking statements. Investors are directed to the risks and uncertainties described in the documents filed by the company with the Securities and Exchange Commission, including the company’s Form 10-K for the fiscal year ended July 31, 2007, and Form 10-Q for the second quarter fiscal 2008. In addition, the Safe Harbor language in today’s press release also applies to our comments on this call. All guidance and forward-looking statements made on this call are made as of the date hereof and we do not undertake any obligation to update any forecast or forward-looking statement except as may be required by law. So with that said, let’s turn to our results. As highlighted in our earnings release, I am pleased with our fiscal 2008 second quarter results. With both very difficult early season weather and a challenging economy, our mountain reported EBITDA still represented a new, all-time record for our second quarter and overall resort reported EBITDA, which includes mountain and lodging segments, was essentially flat with last year’s all-time record second quarter, even though we also absorbed approximately $2.2 million in Arrabelle start-up and pre-opening expenses in this year’s quarter. The second quarter basically contains the first half of our 2007/2008 ski season, with mountain segment revenue up 2.8% over the prior year’s record quarter, with approximately 50% of our revenue growth flowing through to mountain reported EBITDA. Lift ticket revenue increased 4.2% over the prior year’s quarter, driven in part by an 11.2% increase in season pass revenue, of which we recognized 54% of total season pass revenue in the second quarter, with the remainder to be recognized in the third quarter. As well as overall ETP, or effective ticket price, which had growth of 8.4% and increased ETP, excluding season pass products, of 7%, the latter driven by higher absolute pricing for our destination ticket products. Partially offsetting the season pass and ETP increases was a decline in skier visits excluding season pass holds of 5.3% at the company’s five ski resorts, which entirely occurred in the early season, which was from the start of the ski season through December 22nd, prior to the Christmas holiday, when weather conditions were challenging. The early conditions impacted our results, evidenced by our lift revenue, which was down approximately 13.6% for the early season compared to the same period in the prior year. However, for the remainder of the quarter compared to the prior year starting with the Christmas holiday period through January 31, lift revenue was 11.1% higher, resulting in the overall revenue increase for the quarter. Our ancillary mountain businesses, specifically ski school, dining, and retail rental, all followed the same trends as lift tickets that we just described, with overall revenue for these three areas up 4.1% in the quarter. If you break it down to the early season period, revenue for these three areas was down by approximately 10% compared to the prior year. Moving past the early season, there is a marked turnaround in the remainder of the quarter with the revenue for these three areas up by approximately 13.5% over the prior year. Our revenue per skier visit relative to these ancillary businesses were all improved with our guests spending more on ski school, dining, and retail rental per visit in the current year, a good indication given the current economic environment. We are pleased to report that we currently have terrific snow conditions across all five resorts, led by Vail with over 350 inches accumulated season to date. In our lodging segment, RevPar, or revenue per available room, was up 6.9% on a same-store basis over last year, led by an ADR, or average daily rate, increase of 9.6% for our owned hotels and managed condominiums. Jeff will provide details on our lodging results in a few minutes. Before I turn the call over to Jeff, I wanted to comment on the overall economic climate. We are keenly aware of the current challenges in the broader economy and our company cannot be immune to impacts to the broader travel industry. However, our business model remains very solid, as indicated by our results, since the weather challenged early season. Additionally, our company has capitalized on the attractive exchange rates for international visitors, with international guest visitation for the quarter estimated to be up approximately 23% compared to the same period in the prior year. Furthermore, as international visitors typically stay longer and account for more revenue on a per trip basis, we have experienced an even greater increase in revenue from international guests. Any impact from the economy on our U.S. destination business has been partially mitigated by the growth in our international visitation. With that said, Jeff will provide you with an overview of our results for the fiscal 2008 second quarter and outlook for fiscal 2008. I will then provide an update on the status of some of our real estate projects, as well as other exciting news at Vail Resorts. Jeff and I will then both be available for questions. Let’s now turn to Jeff for our fiscal 2008 second quarter results. Jeffrey W. Jones: Thanks, Rob and good morning, everyone. Earlier this morning we released our earnings for the second fiscal quarter ending January 31, 2008 and filed our Form 10-Q for the second quarter. I’d now like to take you through some of the highlights of our results and our guidance for fiscal 2008. Since many of the same trends we saw in the second quarter are comparable for the year-to-date period as well, I will focus my comments mainly on the second quarter. We were pleased to deliver another record-setting second quarter with resort revenue of $314.5 million, a 3.2% increase over the prior year’s record second quarter and we set a record for the second quarter mountain reported EBITDA, $117.5 million, a 3.4% increase over the prior year’s then record second quarter. Our mountain results were certainly positively impacted by our season pass program. We were able to continue to grow our season pass sales over our strong performance last year, with season pass sales up approximately 8% in sales dollars over the same period last year, although units were down approximately 2% due to an approximate 10% increase in effective pass price. For our Colorado resorts alone, season pass sales were up approximately 11% in sales dollars and up approximately 1% in units. Season pass revenue represents approximately 25% of our total lift revenue and therefore represents an important component of our total mountain segment business. Again, total lift revenue increased 4.2% in the quarter, as Rob detailed for you earlier. Turning to our ancillary mountain businesses in the quarter, which were impacted by the lower visitation in the early season, ski school revenue increased 2.8%, due primarily to increased pricing. The 1.9% growth in dining revenue was aided by the acquisition of two licensed Starbucks stores in June 2007 and the retail rental revenue growth of 5.5% was due in part to revenues associated with the operations of 18 Breeze ski rentals locations acquired in June 2007. Other revenue declined for the three months ending January 31, 2008 compared to the same period in the prior year due to the disposition in April 2007 of the company’s investment in RTP. Excluding the impact of the divestiture, other mountain revenue would have increased 2.2%. Taking a look at our mountain segment expenses, they increased 2.1% in the quarter, which reflected good cost control measures, especially considering they included certain variable expenses such as U.S. forest service fees and credit card fees associated with the higher revenue. Our lodging segment results were impacted by approximately $2.2 million of pre-opening and start-up expenses at the Arrabelle, while start-up and pre-opening expenses were approximately $3.0 million for the full six months. Additionally, lodging results were impacted by front-door construction impact on the lodge at Vail. Lodging at the base of our results was also impacted by the lower visitation in the early season. However, as Rob noted, our RevPar and ADR growth on a same-store basis was very favorable. Turning now to our real estate segment, as many of you know our real estate segment results are primarily determined by the timing of closings and the mix of our real estate sold in any given period. Additionally, besides project-specific profit, which can vary significantly by quarter based on the timing of closings, real estate reported EBITDA each quarter includes administrative and overhead costs, allocated corporate G&A, and marketing expenses. During the second quarter of fiscal 2008, real estate revenue was driven primarily by the closings of 12 of the 67 Arrabelle condominium units and by the remaining Jackson Hole Golf and Tennis Club cabin closings. In the prior year’s second quarter, revenue included the closings of eight Gore Creek Place town homes in Lionshead and 18 Mountain Thunder Condominiums in Breckenridge. From a timing perspective on our real estate closings, we are on target to close the remaining 55 Arrabelle condominium units, all currently under contract, during the remainder of fiscal year 2008 and six of the 13 Lodge at Vail Chalets in July of 2008, with the remaining chalet units, again all under contract, anticipated to close in the first half of fiscal 2009. Net income for the second quarter of fiscal 2008 was $51.3 million, or $1.31 per diluted share, and was impacted in addition to the business segment results by accelerated depreciation expense on assets which will be taken out of service due to new capital projects, including the Keystone Gondola, which we announced during the quarter will be replaced before the next ski season. Net income was also impacted by lower than originally expected investment income due to the lowered interest rate environment. Now briefly to the six months ended January 31, 2008; resort revenue increased 2.3%. Excluding the prior year impact of the $2.4 million of revenue associated with the termination of management agreements at the Lodge at Rancho Mirage received in the first quarter of the prior fiscal year, resort revenue would have increased 2.9%. Diluted earnings per share for the first six months of fiscal 2008 was $0.68, an increase of 55%. Included in the first half fiscal 2008 results within mountain reported EBITDA was $2.0 million of Canyons related litigation expense, as well as the receipt of the final cash settlement from Cheeca, of which $11.9 million net of final attorney fees and on a pretax basis, was actually included in contract dispute credit charges net on the income statement. Turning our attention to our strengthening balance sheet and the quarter’s capitalization events, at the end of the second quarter of fiscal 2008, we had approximately $275 million of cash and cash equivalents on hand, excluding restricted cash, no revolver borrowings on our senior credit facility, and a ratio of net debt defined as long-term debt plus long-term debt due within one year less cash and cash equivalents, to total reported EBITDA calculated on a trailing 12-month basis of 1.75 times. Taking a look at our credit facility, we have received approval from our applicable lenders in our credit facility and are in the process of finalizing an agreement that will provide additional flexibility, including for future real estate project financing needs. We plan to utilize an accordion feature in our existing senior credit facility to expand commitments under the existing credit facility by $100 million, taking the total facility up to $400 million at the same terms as the existing facility with current pricing at LIBOR plus 50 basis points. Now let’s discuss our outlook for the rest of fiscal 2008. While our earnings release had a significant amount of detail regarding our guidance, I wanted to add some additional color. It is a strong indicator that we are reaffirming our net income guidance, including our lodging and real estate reported EBITDA guidance that we first issued in September 2007. The slow start to the season impact of our mountain segment was the primary driver behind us lowering our mountain reported EBITDA guidance by roughly the amount of the lift ticket and the ancillary revenue area described earlier, which occurred during the early season. We currently expect full year resort reported EBITDA, the combination of our mountain and lodging segments, to range from $230 million to $240 million and resort reported EBITDA excluding stock-based compensation expense to range from $235 million to $245 million. This mountain segment guidance now also includes $2 million of Canyons related litigation expenses that was not included in our original guidance. The resort guidance includes a range for mountain reported EBITDA of $218 million to $228 million and mountain reported EBITDA excluding stock-based compensation expense of $222 million to $232 million. While unchanged, we expect lodging reported EBITDA to range from $8 million to $14 million and lodging reported EBITDA excluding stock-based compensation expense to range from $9 million to $15 million. We are reaffirming our real estate reported guidance in the range from $54 million to $60 million and real estate reported EBITDA excluding stock-based compensation expense is expected to range from $57 million to $63 million. This guidance assumes the remaining Arrabelle condominium units and six of the 13 Lodge at Vail chalets will close by July 31, 2008. Our net income guidance remains unchanged with net income still expected to range from $112 million to $122 million and net income excluding stock-based compensation expense to range from $117 million to $127 million, representing an expected significant increase over our record fiscal 2007 net income of $61 million, or $66 million excluding stock-based compensation. In addition during the second quarter, as we mentioned in the release, we continued our previously announced share repurchase program, resulting in the repurchase of 279,079 shares at an average price of $50.78 for a total amount of $14.2 million. Since inception of this program in fiscal 2006, the company has repurchased 1,185,083 shares at an average price of $43.64 for a total amount of approximately $51.7 million, with 1,814,917 shares remaining available under the existing repurchase authorization. Our purchases under this program are reviewed with our board quarterly and are based on a number of factors as we evaluate the appropriate uses of our excess cash, including but not limited to the share repurchase program. At this time, I’d like to turn the call back to Rob. Robert A. Katz: Thanks, Jeff. Turning to our real estate activity, we had a successful launch of the first of a multi-building project at One Ski Hill Place in Breckenridge, including 88 ski-in, ski-out residences ranging from studio to four-bedroom homes, with approximately 102,000 saleable residential square feet. To date, we have released 66 units in five phases, with an average price per square foot of $1,244, 29% in excess of our Crystal Peak project released just a year ago, which has already sold out with construction well underway. Currently, we have 38 units under contract, representing gross sales proceeds of $54.5 million. On the Vail Mountain Club, I am very excited about the progress of sales. To date, we have sold 332 memberships, including 161 full memberships which include parking privileges, and an additional 171 social memberships, which exclude parking privileges, representing total sales commitments of $58.6 million of total proceeds when paid in full. This includes the sale of 41 full memberships and 41 social memberships since our December 10, 2007 earnings release. With the pace of the membership sales, we have recently increased the membership initiation fee deposit on the full memberships to $275,000 from $260,000, and on the social memberships to $150,000 from $105,000, with eight full memberships and seven social memberships sold at the new price points. The strength of the Vail Mountain Club sales in this economic climate is certainly a testament to the unique experience that the club will offer members steps from the Vista Bahn chairlift beginning next ski season. On January 5th, we opened the newest RockResort hotel, the Arrabelle at Vail Square, the crown jewel of our hotel portfolio. Since opening, we have had rave reviews for his new luxury signature property of the RockResorts brand and for the surrounding village we have created, which has fundamentally changed the landscape of one of the main portals to Vail Mountain. This project, including its hotel, commercial, and real estate components, has redefined the look and feel of one of the key base areas of Vail Mountain as guests experience a quintessential European village in the heart of Vail. I would also like to comment on our Ritz Carlton Residence Vail project. We have not signed any further contracts on the Ritz units since late summer. However, with the project not scheduled to close until 2010, we have sufficient time to complete our sales goals for the project and are confident in its success. While the overall real estate environment is having its own impact on the Ritz project, we also believe our lack of sales activity is due to buyers’ interest in immediate occupancy, which can now be had through purchases of the Arrabelle condominium units just coming on the resale market this year after original buyers close on their units. In addition, we believe as details about the Arrabelle project are more fully flushed out, it will further enhance the attractiveness of the adjacent Ritz residence project. While it is clear the real estate market, even in the mountains, is not as frothy as it was a few years back, we remain encouraged by the activity and believe our real estate projects which represent a select number of luxury and ultra luxury units, should not only be successful and profitable on their own but will continue to enhance the base areas of our extraordinary resorts, which puts us in a unique position of driving further organic growth in our resort business through our real estate activity. And finally, as outlined in the release, we announced our calendar 2008 resort capital expenditure plans, exclusive of resort depreciable assets associated with our various real estate projects. We estimate spending approximately $100 million to $110 million of resort capital expenditures in calendar 2008, which includes $40 million to $42 million for capital expenditures which we believe are necessary to maintain the high quality appearance and level of service at the company’s five ski resorts and throughout its hotels. Our maintenance capital expenditures include snow-cat replacements, uniforms for all five mountains, lift maintenance, snow-making equipment, lodging furniture fixture and equipment, and rental equipment fleet capital. Resort discretionary capital is expected to be in the range of $60 million to $68 million with the largest project representing a new state-of-the-art eight passenger Keystone River Run gondola, including moving the bottom terminal into River Run Village. The new gondola will dramatically enhance the skiing and boarding experience at Keystone. Additionally, while the base of the new gondola will now be much closer to the parking and River Run Village amenities, it will also be approximate to key real estate parcels we own in the village. In addition to the gondola, other capital projects will include the completion of the second phase of the Beaver Creek children's ski school improvements, including an on-mountain ski school building following the new Buckaroo Express gondola installed in 2007; full renovation of the Inn at Beaver Creek, including substantial upgrades to create a unique ultra-luxury RockResorts branded hotel; new snowmaking equipment at Peak 7 in Breckenridge; re-grading and snowmaking for the main trail connecting California and Nevada at Heavenly; Jackson Lake Lodge room remodel in Grand Teton National Park; and upgrades to the company's central reservations, marketing database and e-commerce booking systems, among other projects. Our calendar 2008 resort capital plan is focused on continuing to improve the quality of our assets across the Mountain and Lodging segments. With these capital investment projects we have planned, we continue to differentiate ourselves from the competition as we lead the way in offering our guests exceptional experiences at all of our extraordinary resorts. Before I turn the call over for questions, I would like to thank all of our dedicated employees for their tireless efforts. They are our key asset and critical to our success. At this time, Jeff and I will be happy to answer your questions. Operator, we are now ready for questions.

(Operator Instructions) Our first question comes from Felicia Hendrix with Lehman Brothers. Anthony Powell - Lehman Brothers: It’s actually Anthony Powell. I’m calling on behalf of Felicia. A question on February and March -- what’s your visibility for your visitation in February and March and how does it break down between international and domestic visitors? Robert A. Katz: I guess two things; one is our visibility, obviously we have pretty good visibility into February because that’s just completed in terms of the skier visit numbers. And we do have visibility into -- good visibility into certainly parts of March. One of the things that we have seen this year is that the booking curve has really shortened and so people are booking their vacations much closer in. So what I would say is that we don’t have the -- you know, as you go out a number of weeks, we don’t have perfect visibility but obviously we feel very comfortable with the guidance we just put out. In terms of international visitation, the main holiday week in February, which is President’s week, is not an international holiday, so we certainly didn’t see the same dynamics but we have seen those same dynamics in probably every other week since the end of January, other than President’s week, which is that international visitation is up significantly. Anthony Powell - Lehman Brothers: Great, and also on lodging, do you expect any more pre-opening expense in the third quarter? Jeffrey W. Jones: No, we’re -- we should be done with that generally. We might have a little bit, Anthony, as we opened up I think the spa in February and a couple of other things. There might be a little bit more expense relative to some of the things we opened up in February but for the most part, it should be complete. Anthony Powell - Lehman Brothers: Great. And also in the second quarter, was there any sort of variability between how the different mountains performed? Was any mountain stronger than any other and how is that looking going into the third quarter? Robert A. Katz: I think for the majority of the second quarter, kind of post the early season, I think all of the resorts did -- were all up and doing very well. I think that Heavenly in particular really had some strong results as you went into January because they have unbelievable snow. It was actually in all-time record for January for them. But I think that when you looked at the early season period, I think Heavenly was probably down a little bit more than the others because of their snow where in Colorado, I think the snowfall really came kind of in mid-December. In Heavenly, it really didn’t come until after Christmas week. Anthony Powell - Lehman Brothers: All right, that’s it. Great job, guys. Thanks.

Our next question comes from Jeff Randall with Black Creek Capital. Please go ahead. Jeff Randall - Black Creek Capital: Good morning. Thanks. Just as a follow-up on the last question, can you all give us what January ’08 skier visit growth looked like? Robert A. Katz: We don’t actually release skier visits by month, so I won’t be able to help you out on that one. And also, January is obviously an odd month in particular because it really crosses over the Christmas holiday period. So January on its own is not all that helpful but I think if you look at the early season versus the other period, which is a lot of the numbers that we just gave you on this call and in the release, I think that actually should provide you some good guidance about the pre-holiday versus holiday and post-holiday period for January. Jeff Randall - Black Creek Capital: Great, and then Jeff, you commented -- I think you said units, season pass unit sales were up in Colorado. Were they down at Heavenly, is that right? Jeffrey W. Jones: That’s true, yes. Jeff Randall - Black Creek Capital: What would you attribute that to, given that -- well, I guess you said Heavenly had sort of a weak snowfall in the early part of the season, but -- Jeffrey W. Jones: Yeah, I think that -- I mean, Heavenly’s pass sales were not down much and they came back very strongly near the end of the pass sale period. I think what impacted Heavenly sales overall were that coming off of two pretty rough weather years and the fact that it didn’t snow in the early season in Heavenly, I think people were in that wait-and-see approach before they committed to their pass sales. Once they saw the Heavenly snow really coming, and we hold the Heavenly pass sales open later than we do in Colorado, we got a big surge of buying, which got them pretty close to the last year, but down a little bit more. Obviously Colorado was up overall. Jeff Randall - Black Creek Capital: Okay and then lastly, I just wondered if you would articulate the RockResort strategy as it stands today, I guess how it’s evolved in the direction given the new leadership under Stan. Robert A. Katz: Sure. I think one of the things that we’ve talked about over the last couple of years is that our RockResort strategy is really to -- our widening strategy overall is to have significant lodging presence at the base of all of our mountain resorts and then outside of our mountain resorts, it’s really to have a management opportunity in select locations where we believe there’s good overlap in the customer demographics where we’re really being brought in to kind of recreate a lot of the unique experience that we provide at Beaver Creek and Vail and all of our ski resorts, and so we are really looking for that good connection with both the property, the type of customer, and the type of owner and what they are looking for. And I think that’s something that we are going to be continuing to pursue as we go forward. Jeff Randall - Black Creek Capital: Okay, great. Thanks, guys.

Our next question comes from Hayley Wolff with Rochdale Securities. Please go ahead. Hayley Wolff - Rochdale Securities: Just a couple of questions, trying to further get at what Anthony was trying; you said bookings curve has come in but we are moving into I think two pretty strong vacation weeks in March, so can you comment on what your bookings might look like in those two key vacation weeks? And then what your thoughts are on the implications for the shift in Easter from March to April, contrasting that against the fact that your snowfall, your snow at the end of last year’s season was pretty weak. Robert A. Katz: Sure. I think we’ll -- I guess instead -- we elected not to release the booking numbers per se for these couple of weeks but obviously have incorporated all that data in coming out with the guidance that we are providing. What I would say is that there is no question that the third week of March is the strong peak week, with Easter falling at the end of that week and I think we’ve seen a lot of vacation business kind of piling into that week. I think that the week that we are in right now is certainly a little bit softer and then I think there’s no question that April is going to be a little bit softer because of the change of the Easter holiday from last year, and we’ve incorporated all these factors in coming up with the guidance that we are providing. I think that we are seeing some business and some bookings certainly in April but it’s very hard when you move Easter out of April into March to recreate that. Next year, Easter is I think April 12th and I think that probably provides a more balanced vacation schedule, which is more traditional. Hayley Wolff - Rochdale Securities: Is there anything about the international vacation schedule that maybe provides an offset? Robert A. Katz: Well, there is. I think there is some -- there are some vacations, particularly in South America, that do still book into April but again, it’s just not going to be as strong as when Easter is in April. And again, what I would say is we’ve kind of looked at all these dynamics and factored that into actually providing the guidance that we did. Hayley Wolff - Rochdale Securities: Okay, and then on the decision to increase the credit line -- is that just taking advantage of the fact that it’s available or are you having difficulty securing financing on some projects? Jeffrey W. Jones: I think it’s more the former. We had built in when we refinanced our facility and extended it out to 2012 last year an accordion feature that could allow us to increase by another $100 million, and because our pricing is just so favorable in the credit facility -- again, currently we’re at LIBOR plus just 50 basis points and we all know where LIBOR’s at right now -- it really give us an ability to take additional credit availability while it’s there and I think it gives us flexibility as we said in comparing what’s available for our real estate financing needs to what could be used on our own credit line, which currently is unused at the current time. So I think it gives us maximum flexibility. If we want to wait out certain real estate financing markets until they get better, we have tremendous pricing in our credit facility to do that. Hayley Wolff - Rochdale Securities: Okay and then, last question on the Canyons, you said there was $2 million of expense that you are going to take this year that originally -- for legal expenses that you hadn’t anticipated. And then second, is there any sort of timing or schedule you can give us without getting into the details of the legal battle that we should look for? Robert A. Katz: What I’d say on the expenses, I think that’s something that we disclosed back in the fall and so there’s nothing new per se from what we disclosed back in the fall on the actual litigation expenses. One, on the timing, no, there’s no real -- I don’t think there’s anything that we can share or quite frankly that we know about the timing of that legal proceeding. Hayley Wolff - Rochdale Securities: Okay. Thank you.

Our next question comes from Will Marks with JMP Securities. Please go ahead. Will Marks - JMP Securities: Thank you. I have a first question on CapEx in ’07. What was the final number and what were the major projects? Jeffrey W. Jones: The CapEx last year came very close, approximately $100 million in total that we had originally guided. The major projects included the Buckaroo gondola that Rob explained in Beaver Creek, which really has dramatically changed the children’s and beginner ski school experience at Beaver Creek. It’s pretty dramatic when you go over and take a look at it. You have Chair 10 and Chair 14 in Vail, which has really opened up new pods of skiing to more people because of the high-speed nature of the chairlift and the ability to now as we realign Chair 14 get more beginner and intermediate skiers over there and get better access over to Two Elk and to over into the back bowls and into Blue Sky. And we also put a new lift in Heavenly, the north bow lift, which has really, really helped the skiing again in another area that was very lightly utilized before, just due to the nature of the fixed grip chair that this high-speed replaced. So I think those were the more dynamic changes we made in the current year in our capital. Will Marks - JMP Securities: Great. And in looking ahead into this calendar year, the Keystone project, does that mean -- and maybe you’ve said this, but that you will launch real estate, some real estate sales this year in Keystone? Robert A. Katz: I think what it means is that we -- it’s positioned the real estate for launch and we are spending dollars, capital dollars on the planning for that. Obviously the ultimate decision on whether to release or not will be based upon marketing conditions at that time. Will Marks - JMP Securities: Okay, and then kind of beating a dead horse, but on just what happened versus looking ahead in guidance, is 90% of the lower guidance due to November/December? I just want to get a sense of -- and maybe discuss how your average customer making $200,000, has that shielded you from this economy? I mean, why aren’t you seeing that much of an impact? Robert A. Katz: Well, I think what’s happening is -- I mean, I think the way I’ve kind of talked about the season is I think there are four factors that are impacting the season. I think that you on the one hand have weather, which I think was certainly a negative at the beginning of the season. I think that’s been obviously a positive. We have amazing conditions right now at all of our resorts, so I think that’s -- it’s been a negative at the beginning of the season. I think that’s a positive today. I think you have our season pass business, which I think was a very big positive, going into the season obviously up 11%. I think you then have the international business that was up as we say here 23% and because those people that are coming typically stay longer and spend more on their vacation, it’s up even more than that in terms of revenue. But ultimately you then have a U.S. domestic business that is I think softer than it certainly was last year and so I think what you are seeing is kind of all those factors kind of coming together but I think because of the quality of our resorts and the experience and the investments that we’ve made, we’re still able in our core mountain business for this quarter, if you look for the whole year, to still be able to talk about increasing over the record year we had last year, which for us I think we are very pleased with. Will Marks - JMP Securities: Okay, that’s a great overview, and just one final question; leading into next year, and I know this is early but based on the current U.S. economy, where the softness is, would you consider increasing your season pass pricing? Robert A. Katz: I don’t think at this point we are prepared to talk about it. What I would say though is that we typically announce pricing for the Colorado and Heavenly passes in early April and so I think those are obviously public once we do that and obviously I’m sure if you have any questions, I’m sure Jeff will be happy to walk you through that. Will Marks - JMP Securities: Great. Thanks, guys.

Our next question comes from Mimi Noel with Sidoti. Please go ahead. Mimi Noel - Sidoti & Company: Can you tell me what kind of pricing you’ve observed at the Arrabelle after-market units? Robert A. Katz: I think they are up probably in the range of 50% or so I think from where people bought in, so some fairly healthy increases. I think we’ve seen some of the less premium units at $1600, $1700, $1800 a foot. Obviously the more premium units, even higher than that. I think certainly it’s been a good environment and I think as we mentioned on the Ritz, with a lot of those first coming online now, people were not allowed to transfer their contracts but obviously once they close, they can sell their units. I think you are seeing a lot of activity on the Arrabelle right now in the Vail real estate market. Mimi Noel - Sidoti & Company: Okay, and then those after market prices, are they comparable to the Ritz, a little bit higher, a little bit lower? Robert A. Katz: I think that they are comparable in that there’s some -- the pricing overlaps but you really have to compare quality of unit to quality of unit, and so I think that there’s no question that the best Arrabelle units will be above the best Ritz units. Mimi Noel - Sidoti & Company: I see. Okay. Also, in thinking about the Ritz, you had mentioned Ever Vail and some enhancements you’d be making in that immediate area. Can you give me any detail on that? Robert A. Katz: Well, I think what we are saying is that the land that’s adjacent to the west of the Ritz residence project is where we are going to be putting Ever Vail and I think there’s no question that as we really clarify better exactly what’s going to be there and work through that approval process with the town, which is right now underway, we do feel certainly when next season comes around and those plans are fully set in stone that we’ll be able to show people exactly what’s going to be there and certainly let’s say for the units that face that area, that’s going to be a huge improvement to what’s there today. Mimi Noel - Sidoti & Company: Okay. Is it going to mostly aesthetic or aesthetic and functional? Robert A. Katz: Well, aesthetic and functional because you are going to have the gondola that’s going to land basically just to the west of that project and while we certainly -- we have approval from the forest service to do that, until we show up firm dates when that’s going to go in, obviously that’s a nice to have but will become a key part I think of the Ritz project as we go forward. Mimi Noel - Sidoti & Company: Okay. Do you have an idea of the timing of that then, or does it have to do with the construction of the timing of the Ritz? Robert A. Katz: No, I think it has to do with -- the Ever Vail project is really on its own timing. I think that we would, as we go through the approval process, I think that will be something that over the next few months that we’ll probably have some more clarity on. And then ultimately, of course, we’ll start taking Ever Vail product to market and that of course will be based upon the marketing conditions at that time. Mimi Noel - Sidoti & Company: Okay. Just one or two more questions and then I’ll hop off; you gave a lot of comparisons early quarter versus late quarter. Did you give that visitation? And I don’t mean an absolute number but just a percentage increase, a percentage decline, first half versus second half of the quarter? Jeffrey W. Jones: I’m not sure it was -- I don’t think it was in our discussion. I can tell you though that basically what way we said it was that the decrease in skier visits entirely occurred during that early season, so basically I can tell you that visitation was slightly up during the post-early season, during the holiday period and slightly up actually in the 3% to 4% range. Mimi Noel - Sidoti & Company: Okay, and that’s for the entire quarter? Jeffrey W. Jones: No, in that mid-season. Overall visits were down from the quarter. They were significantly down during the early season and then they were up in the mid-season; net net, they were still down. And remember those visits would include visits by season pass holders where we have the revenue locked in from those pass holders and they would fluctuate based on really more than anything, weather conditions and again, as a reminder, that early season had significantly a lot of snow fall where the front range skiers in Colorado, for example, can have a lot more flexibility to go out and ski in November and early December than a lot of the destination visitors do. Mimi Noel - Sidoti & Company: Okay, and then one last easy question -- the arbitration award from earlier in the year, that’s included in guidance, correct? Jeffrey W. Jones: That’s correct. Mimi Noel - Sidoti & Company: All right. That’s everything. Thank you for your help.

Our next question comes from [Yasuna Murakami] with MC2 Capital Management. Please go ahead. Yasuna Murakami - MC2 Capital Management: I have a couple questions here. I guess the main first question involves the big picture I guess with Vail and Beaver Creek. I mean, you guys have done a great job with Arrabelle. It looks great but now with the Ritz, you know, you’ve mentioned Ever Vail, the Four Seasons all moving into that area. Are you worried about cannibalizing stuff over from Beaver Creek and how does that work into your guidance if the economy does weaken and start affecting the larger market, I guess, out there? Robert A. Katz: I guess what I would say is I don’t think we’re really worried about cannibalizing for Beaver Creek. I think we’re really -- you know, Beaver Creek has its own identity and its own brand. There’s no question that there’s some crossover skiing. I think that quite frankly in Vail, I think that a lot of the projects that you just mentioned, like the Four Seasons and the Ritz and Ever Vail are all about bringing the quality of the experience that people have in the town up to the quality of the experience that they are having on the mountain. So we think that this is kind of an important progression for Vail on its own and not necessarily for Beaver Creek. In terms of economic impact, what I would say is that I think that we are both on the resort side and on the real estate side, in one of the best parts of the travel and real estate markets. It doesn’t mean that you can be immune to things that are going on in the broader economy but we obviously feel like given that the resorts we have are very unique and have the brand presence and the popularity that they do, and obviously our real estate, as we mentioned, is again a relatively small number of luxury and ultra-luxury units, that helps insulate us. Does it insulate us completely? No, I mean, that’s not possible. Yasuna Murakami - MC2 Capital Management: Understood. But I guess you now have high-end housing in Vail Village itself. Lionshead now is transforming itself to something that Vail Village has and then up I70, now you have -- obviously you have Beaver Creek with the multitude of properties up there. Has there been a concern what are you guys taking into account? Is it that there are two totally separate brands or -- I guess that’s my concern. Robert A. Katz: We do -- we think they are -- you know, and obviously it’s probably a good conversation maybe for our investor conference in early April, probably not for this call but I think they are very separate brands with different identities and I think what we are seeing is what the improvements to Vail allows is the customer that wants to come to Vail, that likes the Vail ski experience but really may only come once, doesn’t come for the second time or comes every other year because we haven’t had the very upper end lodging and I think that’s something that we are really correcting with all the investment and all of the improvements in the base area. Yasuna Murakami - MC2 Capital Management: Next question is what -- now we’ve heard that there was a 25% increase in non-U.S. visitors to the resort. What percentage would that be of total visitations coming to the resort? Jeffrey W. Jones: Just a shade over 10% of total visitation. Yasuna Murakami - MC2 Capital Management: Do you see this number as being a driver for growth in the future or what are your feelings? Is it completely affected by macro issues? Robert A. Katz: No, we think -- I guess what I would say is there is no question that the international business this year is certainly being impacted by exchange rates. At the same time, our company made a conscious decision at the beginning of the season to really make a larger investment in all of our sales efforts and in all of our marketing efforts toward the international business. We have a separate, standalone international sales desk and I think what I would say is that we are actually currently looking at how to take that up a whole level next year, so I think what we’ve done as a company is a great job at maximizing the impact from what is already a good trend. I think that the good news for us is that as people come out, especially from Europe, I think that they are -- a lot of them are getting their first opportunities to experience our resorts and I think that we really believe that even if exchange rates shift, we’re going to continue to capture and retain a lot of those customers and so we’re looking to really take this international shift and make some of this permanent for the long haul, even with the fluctuations in exchange rates. Obviously if the exchange rates stay where they are or get even more attractive, no question that that’s going to be a real benefit going forward. Yasuna Murakami - MC2 Capital Management: And now looking at the infrastructure upgrades, you mentioned Keystone getting a new gondola. What about the other resorts? Is there anything else on the horizon? Is it pretty much limited to a chair lift here or there or is there anything we should be aware of? Robert A. Katz: I think what we’ve talked about is completing the Buckaroo Express experience at Beaver Creek, which is we’re taking that whole children’s ski school experience up a whole notch and I think the upper, the new facility at the top is really going to complete that. We’re doing a full-blown renovation of the Inn at Beaver Creek, which is actually the closest -- the hotel closest to a ski lift in North America. It’s only about a few steps away. And then in Vail, there’s nothing major because we just put in chairs 10 and 14. Keystone obviously is getting a new gondola. Breckenridge obviously just got a new gondola and so there will be some snow-making there. There will be new snow-making and trade gradation work -- trail gradation work at Heavenly and some new snow-making at Beaver Creek. So what I’d say is we’ve highlighted the major products and we probably can go over again in even more detail at our investor conference in early April. Yasuna Murakami - MC2 Capital Management: Absolutely. That’s fine. I guess a last question at the moment is involving competitors like Intrawest. At this point, with all these upgrades, do you see yourselves well-positioned against say the Whistlers of the world, that kind of thing? How do you feel you compare at this point? Robert A. Katz: We feel very -- we feel like the resorts that we have today are very, very strong. They five of the ten most visited resorts in North America. I think that we are going to continue and I think our balance sheet and our flexibility allows us to continue to invest in the resorts and invest in the experience so that we are constantly taking what we offer our guest up a whole notch every year. We think that allows us obviously to drive pricing because it continues to keep our value prospect with the customer and value package I think in line, which is we can charge more because we are continually taking up the experience. We think Intrawest and lots of the other resorts out there are very, very fine competitors. It’s not that we don’t pay any attention to them but we are really focused on our own path. Yasuna Murakami - MC2 Capital Management: Okay. Thanks, guys.

(Operator Instructions) Our next question comes from Chris Woronka with Deutsche Bank. Please go ahead. Chris Woronka - Deutsche Bank: Good morning. A couple of questions; you obviously had a pretty nice quality of customer in the second quarter. I know some of that was helped by international and the higher ticket prices. What are you seeing so far in the third quarter? Is it similar in terms of the -- what you’d call the customer quality, is it similar to second quarter? Robert A. Katz: Yeah, I think it is. Again, I think other than the weak -- other than President’s week, which is just not an international holiday so the international visitation on a relative basis doesn’t have the same impact, I think we’re definitely seeing in the other weeks international businesses up and I certainly think that that’s what we’re expecting for the latter part of March. Jeffrey W. Jones: And I think the yields that we talked about are continuing, and I think that’s a good sign that we are -- we get asked that question a lot. Are people that are coming, are they still spending money and we’re still seeing obviously continued strength within the ancillary businesses that we mentioned earlier and even advanced bookings into ski school for the weeks, including that very busy week that’s coming up here, remains strong. Chris Woronka - Deutsche Bank: Great, and then with the Arrabelle open, have you already seen an impact in terms of the ancillary revenues around that? Have you already seen an impact? Who is really staying there and maybe do you have an idea of where they stayed before? Robert A. Katz: I don’t know that we’ve got the exact data on that. What I would say though is we are definitely seeing people staying in the Lionshead area much more, spending more time there, visiting the shops, the stores, the restaurants, to a much greater degree than they did before. Now, how that impacts our company is in just a lot of different ways. Obviously there’s people actually staying at the Arrabelle itself. There are people who are shopping or dining at restaurants that we don’t own but are getting commercial leasing income from, and then we have our own retail stores through SSV that we are making money on. So the answer is yes, and I think a lot of these are folks -- I think currently the people staying in the Arrabelle itself probably some of them are new to Vail, some of them have stayed in other hotels, but I think the people who are staying in Lionshead are all the same people who would get off the mountain before but would probably disperse pretty quickly and wouldn’t actually spend the extra hour or two [after a ski], and that’s what we’re starting to see and quite frankly, I think we’re going expect that to tick up even more next season when we have the entire area open for a full season. Jeffrey W. Jones: And Chris, really to that point, just as a reminder, not only does the Arrabelle have 36 hotel rooms but it has 67 condo units, of which 50 of those condo units have lock-offs with separate keys into the hallways, so -- and the positioning there is to rent those lock-offs for those that put those in the rental -- very similar to a hotel room. So I think given that we just started closing on the Arrabelle units right near the end of the quarter, I think we’ll start seeing more visibility into that and obviously more and higher occupancies into the Arrabelle that same kind of clientele that Rob just described later into this season and certainly as real upside going into next season. Chris Woronka - Deutsche Bank: Right, and my final one is looking out to the airlift schedule for next season, I know that -- I believe Eagle is expanding the runway this summer. Do you guys have any knowledge of whether there will be any new airlift in there or any equipment upgrades or anything like that? Robert A. Katz: At this point, I don’t think we could give any clarity on that. I think it’s something that we’ll -- I mean, probably can better talk about as we get into the summer. There’s certainly a lot of discussions going on and I know frontier is certainly considering adding Eagle for the winter but that’s something that we’ll have to discuss when we get closer. Chris Woronka - Deutsche Bank: Okay, very good. Thanks.

(Operator Instructions) At this time, I’m showing no additional questions in the queue. I’d like to turn the call back over to management for any concluding remarks they may have. Robert A. Katz: Thank you, Operator. That wraps up our second quarter call. Thanks to everyone who joined us on the conference call today. Please feel free to contact Jeff or I directly should you have any further questions. Thank you for your time this morning and goodbye.

Ladies and gentlemen, this does conclude the Vail Resorts fiscal 2008 second quarter results conference call. You may now disconnect and we thank you for using ACT teleconferencing.