INTRAWEST CORP, ARS, 2000-10-20

INTRAWEST CORP
ARS, 2000-10-20
AMUSEMENT & RECREATION SERVICES

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<PAGE> 1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 40-F

(CHECK ONE:)

[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE
ACT OF 1934

[X] ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

FOR THE FISCAL YEAR ENDED JUNE 30, 2000 COMMISSION FILE NUMBER: 1-14596

INTRAWEST CORPORATION
(Exact name of Registrant as specified in its charter)

BRITISH COLUMBIA
(Province or other jurisdiction of incorporation or organization)

SUITE 800, 200 BURRARD STREET
VANCOUVER, BRITISH COLUMBIA, CANADA V6C 3L6
TELEPHONE NUMBER : (604) 669-9777
(Address and telephone number of Registrant's principal executive offices)

PTSGE CORP.
5000 COLUMBIA SEAFIRST CENTER
701 FIFTH AVENUE
SEATTLE, WASHINGTON 98104
TELEPHONE NUMBER : (206) 623-7580
(Name, address (including zip code) and telephone number
(including area code) of agent for service in the United States)

<TABLE>
<S> <C>
7011 NOT APPLICABLE
(Primary Standard Industrial (I.R.S. Employer Identification
Classification Code (if applicable)) Number (if applicable))
</TABLE>

Securities registered or to be registered pursuant to Section 12(b) of the Act.

<TABLE>
<CAPTION>
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
<S> <C>
Common Shares New York Stock Exchange
</TABLE>

Securities registered or to be registered pursuant to Section 12(g) of the
Act. None

Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act. None
<PAGE> 2

For annual reports, indicate by check mark the information filed with this Form:

[X] Annual information form [X] Audited annual financial statements

Indicate number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the annual
report.

43,463,294 common shares as at June 30, 2000

Indicate by check mark whether the Registrant by filing the information
contained in this form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934
(the "Exchange Act"). If "Yes" is marked, indicate the file number assigned to
the Registrant in connection with such Rule.

Yes [ ] No [X]

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the
preceding 12 months (or for such shorter period that the Registrant was required
to file such reports) and (2) has been subject to such filing requirements for
the past 90 days.

Yes [X] No [ ]

UNDERTAKING

The Registrant undertakes to make available, in person or by telephone,
representatives to respond to inquiries made by the Commission staff, and to
furnish promptly, when requested to do so by the Commission staff, information
relating to: the securities in relation to which the obligation to file an
annual report on Form 40-F arises; or transactions in the said securities.

SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant certifies
that it meets all of the requirements for filing on Form 40-F, and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.

INTRAWEST CORPORATION

By: /s/ ROSS J. MEACHER
-----------------------------------
Name: Ross J. Meacher
Title: Corporate Secretary
Date: October 20, 2000

2
<PAGE> 3

INTRAWEST LOGO

ANNUAL INFORMATION FORM

INTRAWEST CORPORATION

Suite 800, 200 Burrard Street
Vancouver, British Columbia, Canada V6C 3L6

September 11, 2000
<PAGE> 4

INTRAWEST CORPORATION

ANNUAL INFORMATION FORM

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Certain Definitions, Statistical and Other Information...... 2
The Company................................................. 3
Incorporation............................................. 3
Overview.................................................. 3
Corporate Structure....................................... 4
General Development of the Business....................... 4
The Mountain Resort Industry................................ 6
The Golf Industry........................................... 7
Resort Management and Development........................... 7
Resort Operations......................................... 7
Mountain Resort Properties............................. 7
Warm-Weather Destination Properties.................... 11
Other Resort Properties................................ 12
Sources of Resort Operations Revenue................... 12
Sponsorship and Special Events......................... 14
Information Technology................................. 14
Resort Marketing and Sales............................. 15
Resort Real Estate Development............................ 15
The Development Process................................ 16
Real Estate Properties................................. 17
Resort Club............................................ 24
Competition............................................... 25
Legal and Regulatory Matters.............................. 25
Non-Resort Assets........................................... 25
Employees................................................... 27
Selected Consolidated Financial Information................. 27
Management's Discussion and Analysis........................ 30
Market for Securities....................................... 41
Directors and Officers...................................... 41
Additional Information...................................... 42
Consolidated Financial Statements........................... F-1
</TABLE>

CERTAIN DEFINITIONS, STATISTICAL AND OTHER INFORMATION

Unless the context otherwise requires, the "Company" or "Intrawest" refers
to Intrawest Corporation, either alone or together with its subsidiaries and
their respective interests in joint ventures and partnerships.

As used in this Annual Information Form "skier visit" means one guest
accessing a ski mountain on any one day and "unit" means one condominium-hotel
unit, one townhome unit, one single-family lot or 1,000 square feet of
commercial space.

Statistical information relating to the ski and golf industries included in
this Annual Information Form is derived by the Company from recognized industry
reports regularly published by industry associations and independent consulting
and data compilation organizations in these industries, including The National
Ski Areas Association, The Canadian Ski Council, the White Book of Ski Areas and
the National Golf Foundation.

Unless otherwise indicated, all dollar amounts are stated in United States
dollars.

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<PAGE> 5

THE COMPANY

INCORPORATION

The Company was formed by an amalgamation on November 23, 1979 under, and
is governed by, the Company Act (British Columbia). The registered office of the
Company is located at 1300 - 777 Dunsmuir Street, Vancouver, British Columbia,
Canada V7Y 1K2, its executive office is located at Suite 800, 200 Burrard
Street, Vancouver, British Columbia, Canada V6C 3L6 and its telephone number is
(604) 669-9777. The Company maintains a Web site at www.intrawest.com.

OVERVIEW

Intrawest is the leading developer and operator of village-centered resorts
across North America. The Company's principal strength is its ability to combine
expertise in resort operations and real estate development. By combining
high-quality resort services and amenities with innovative residential and
commercial real estate development, the Company has generated, and has
implemented strategies that it expects will continue to generate, increases in
the number of visitors, return on assets and average selling prices of real
estate at its resorts.

Intrawest's network of ten mountain resorts, which are geographically
diversified across North America's major ski regions, enables it to provide a
wide range of distinctive vacation experiences. The Company's resorts include
Whistler/Blackcomb and Panorama in British Columbia, Blue Mountain in Ontario,
Tremblant and Mont Ste. Marie in Quebec, Stratton in Vermont, Snowshoe in West
Virginia, Copper in Colorado, Mountain Creek in New Jersey and Mammoth in
California. During the 1999/2000 ski season the Company's network of resorts
generated approximately 6.2 million skier visits, which is more than the amount
generated by any other North American group of affiliated mountain resorts.
Intrawest also holds a 16.5% equity interest in Compagnie des Alpes ("CDA"), a
French public company which is the world's largest ski operator in terms of
skier visits, and a 45% equity interest in Alpine Helicopters Ltd. ("Alpine"),
the parent company of Canadian Mountain Holidays Inc. ("CMH"), a provider of
helicopter destination skiing and helicopter-assisted mountaineering and hiking
in southeastern British Columbia.

Intrawest is expanding into the development and operation of warm-weather
destination resorts with the 1998 acquisitions of Sandestin Resorts, Inc.
("Sandestin"), the largest resort and residential community in northwestern
Florida, and of the assets of Raven Golf Group ("Raven"), including two
resort-quality golf courses in Arizona.

Intrawest is North America's largest mountain resort real estate developer.
The Company owns, develops and manages residential and commercial resort real
estate at each of its resorts and is developing mountain resort villages at
Keystone in Colorado, Squaw Valley in California, Solitude in Utah and Les Arcs
in France and has an exclusive right to purchase sites for multi-family
developments at Sun Peaks in British Columbia. The Company is also developing a
resort village at Lake Las Vegas Resort in Nevada. Intrawest owns or has rights
to acquire land on which it expects to develop and sell approximately 21,700
units over the next 12 to 15 years. The Company's resort development formula
links the staged expansion of ski, golf and other resort operations with the
planning, design and managed development of architecturally distinct four-season
resort villages. The Intrawest formula emphasizes quality of service,
comprehensive amenities, village ambience and other characteristics which
attract visitors and buyers of real estate. Intrawest has successfully employed
this formula at Whistler/Blackcomb and Tremblant and, as a result, the villages
at these locations have become major attractions, drawing both skiers and
non-skiers. The Company is at various stages of applying its formula to the
extensive developable land holdings at its other resorts. The Company also
builds and operates resort club locations which are marketed as timeshare
vacation ownership resorts. Resort club locations are in operation at
Whistler/Blackcomb, Tremblant and Panorama, and in Hawaii and Palm Desert,
California.

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<PAGE> 6

CORPORATE STRUCTURE

The following is a list of the Company's principal subsidiaries and
partnerships accounted for as subsidiaries of the Company as at June 30, 2000,
indicating the place of incorporation/registration, and showing the percentage
of equity interest beneficially owned by the Company.

<TABLE>
<CAPTION>
PLACE OF PERCENTAGE
INCORPORATION/ EQUITY INTEREST
REGISTRATION HELD BY THE COMPANY
---------------- -------------------
<S> <C> <C>
Blackcomb Skiing Enterprises Limited Partnership........... British Columbia 77
Whistler Mountain Resort Limited Partnership............... British Columbia 77
Mont Tremblant Resorts and Company, Limited Partnership.... Quebec 100
IW Resorts Limited Partnership............................. British Columbia 100
Intrawest Resort Ownership Corporation..................... British Columbia 100
Intrawest U.S. Holdings Inc. .............................. Delaware 100
Intrawest Luxembourg S.A................................... Luxembourg 100
Intrawest Sandestin Company, L.L.C......................... Delaware 95
Keystone/Intrawest L.L.C................................... Delaware 50
Copper Mountain, Inc....................................... Delaware 100
Mountain Creek Resort, Inc................................. New Jersey 100
Snowshoe Mountain, Inc..................................... West Virginia 100
The Stratton Corporation................................... Vermont 100
</TABLE>

GENERAL DEVELOPMENT OF THE BUSINESS

During the past five years, the Company has expanded its resort operations
and resort real estate development businesses. Key developments during this
period are set out below.

1996

- In April 1996 Intrawest agreed to develop real estate property located
at the base of Mammoth Mountain in California.

- In November 1996 Intrawest entered into an option agreement with the
owner of Squaw Valley Ski Area to acquire approximately 13 acres of land
at the base of the Squaw Peak ski facilities.

1997

- In March 1997 Intrawest completed its acquisition of all of the
outstanding shares of Whistler Mountain Holdings Limited, the owner of
the ski and resort operations at Whistler Mountain in British Columbia
and certain developable real estate at the base of the mountain.

- In March 1997 Intrawest U.S. Resorts, Inc. (a wholly owned subsidiary of
the Company) completed its merger with Copper Mountain, Inc. (and its
principal shareholder, CMAT, Inc.), the owner of the ski and resort
operations at Copper Mountain in Colorado and of certain developable
real estate at the base of the mountain.

- In March 1997 Intrawest completed its acquisition of Mont Ste. Marie
(1984) Inc., the owner of the ski and resort operations at Mont Ste.
Marie in Quebec and of certain developable real estate at the base of
the mountain.

- In March 1997 the Company effected a reorganization of its share capital
(the "Share Capital Reorganization") designed to separate the non-resort
assets of the Company (the "Non-Resort Assets") from the rest of the
Company's business. Under the Share Capital Reorganization, each
existing Common Share was exchanged for one new Common Share and one
Non-Resort Preferred Share ("NRP Share").

- In March 1997 the Company's Common Shares were listed for trading on the
New York Stock Exchange.

- In April 1997 the Company raised gross proceeds of Cdn.$93 million from
a public offering of 4,000,000 Common Shares in Canada and the United
States.

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<PAGE> 7

- In November 1997 the Company raised gross proceeds of Cdn.$125 million
from a public offering of unsecured debentures in Canada.

- In November 1997 Intrawest increased its percentage ownership in Mammoth
Mountain Ski Area, the owner of Mammoth Mountain in California, from 33%
to 51%.

1998

- In January 1998 Intrawest's percentage ownership in Mammoth Mountain Ski
Area increased from 51% to 58%.

- In February 1998 Intrawest completed its acquisition of Mountain Creek,
a ski area, summertime waterpark and family entertainment centre in New
Jersey.

- In June 1998 the Company raised gross proceeds of Cdn.$110 million from
a public offering of 3,850,000 Common Shares in Canada and the United
States.

- In July 1998 Intrawest completed its acquisition of Sandestin, the owner
of a resort and residential community in northwestern Florida.

- In July 1998 Intrawest completed its acquisition of a 15.7% equity
interest in and alliance with CDA, a French public company which is the
world's largest ski operator in terms of skier visits.

- In July 1998 Intrawest completed its acquisition of the assets of Raven,
including two golf courses in Arizona.

- In August 1998 the Company raised gross proceeds of $125 million from a
public offering of unsecured notes in Canada and the United States.

- In September 1998 Intrawest completed its acquisition of Breeze, Inc.
("Breeze") and Max Snowboard, Inc. ("Max"), ski and snowboard equipment
rental companies.

- In December 1998 the Company raised gross proceeds of $75 million from a
private offering of unsecured notes in Canada and the United States.

1999

- In January 1999 Intrawest completed its acquisition of a 50% equity
interest in Blue Mountain Resorts Limited ("Blue Mountain Resorts"), the
owner and operator of the largest mountain resort in Ontario.

- In February 1999 Intrawest completed its acquisition of a 45% equity
interest in Alpine, the parent company of CMH, a provider of helicopter
destination skiing and helicopter-assisted mountaineering and hiking in
southeastern British Columbia.

- In April 1999 the Company raised gross proceeds of Cdn.$87.6 million
from a public offering of 3,450,000 Common Shares in Canada.

- In April 1999 Intrawest's percentage ownership in Mammoth Mountain Ski
Area increased from 58% to 59.5%.

- In December 1999 the Company announced a normal course issuer bid
through The Toronto Stock Exchange for up to 1,022,000 NRP Shares.

2000

- In January 2000 the Company raised gross proceeds of $135 million from a
private offering of unsecured notes in Canada and the United States.

- In June 2000 the Company entered into an agreement to develop the
Village at MonteLago located at Lake Las Vegas Resort in Nevada.

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<PAGE> 8

THE MOUNTAIN RESORT INDUSTRY

There are approximately 780 ski resorts in North America of which 510 are
located in the United States and 270 are located in Canada. During the 1999/2000
ski season, these resorts attracted approximately 68.9 million skier visits
(51.6 million to United States ski areas and 17.3 million to Canadian ski
areas). The geographic distribution of North American skier visits during the
1999/2000 season was as follows:

<TABLE>
<CAPTION>
PROPORTIONATE
GEOGRAPHIC REGION SKIER VISITS SHARE INTRAWEST RESORT LOCATED IN REGION
----------------- ------------ ------------- ----------------------------------
(MILLIONS) (%)
<S> <C> <C> <C>
Western Canada......................... 8.6 12.5 Whistler/Blackcomb, Panorama
Quebec................................. 5.7 8.3 Tremblant, Mont Ste. Marie
Other Canada........................... 3.0 4.3 Blue Mountain
U.S. Rocky Mountains................... 18.2 26.4 Copper
Northeast U.S.......................... 12.2 17.7 Stratton, Mountain Creek
Pacific West U.S....................... 10.6 15.4 Mammoth
Midwest U.S............................ 6.1 8.9 --
Southeast U.S.......................... 4.5 6.5 Snowshoe
---- -----
68.9 100.0
==== =====
</TABLE>

North American ski resorts range from small regional ski areas which
primarily cater to day skiers to large amenity-filled resorts targeted to the
destination visitor. Day visitors tend to focus on lift ticket prices and
accessibility. Destination visitors stay for one or more nights, focus on the
number of amenities and activities offered as well as the perceived overall
quality of their vacation experience, are less price sensitive than day
visitors, spend more on non-lift ticket items and are less likely to change
their skiing plans because of changes in local conditions. As a result of these
differences, destination visitors generate significantly higher revenue per day
for resort owners than day visitors and provide balance to the resort's revenue
mix. The smaller day-visitor ski areas predominate in terms of number of
resorts, but capture significantly less traffic than the large destination ski
areas. The National Ski Areas Association estimated that in the 1999/2000 ski
season the largest 20% of ski areas accounted for approximately 80% of the total
skier visits in the United States.

Since 1985 the number of active skiers and annual skier visits in North
America has not changed significantly. During the same period, the mountain
resort industry has undergone a period of consolidation and attrition resulting
in a significant decline in the total number of ski areas in North America. The
number of North American ski resorts has declined from approximately 1,025 in
1985 to approximately 780 in 2000. The Company believes that technological
advances, most notably in the development of high-speed lifts, and rising
infrastructure costs were the driving forces behind this consolidation and will
continue to drive further consolidation as the majority of resorts lack the
capital and management ability to compete with the emerging industry leaders. In
addition, the mountain resort industry is characterized by significant barriers
to entry since the number of attractive sites is limited, the costs of resort
development are high and environmental regulations impose significant
restrictions on new development. The last new major ski facility in North
America was opened in 1981. Despite the recent consolidation trend among
destination resorts, ownership of the smaller regional resorts remains highly
fragmented. The Company believes that the continuing attrition of smaller
regional resorts will also provide growth opportunities for destination resorts
in this segment of the industry. The Company believes that trends in the
mountain resort industry will continue to provide attractive acquisition
opportunities which it will continue to evaluate. The Company may also consider
acquiring smaller regional resorts, which have a strong local following and can
provide a customer base for its other resorts, and businesses complementary to
its existing mountain resort operations.

The Company is positioned to benefit from certain recent trends and
developments which are favourably affecting the North American mountain resort
industry, including (i) demographic trends under which the large "baby boom"
generation is entering the 45 years and over age category, which is the age
group with the highest average individual skier visit frequency and the largest
number of buyers of vacation property, and the leading edge of the "echo boom"
generation has entered the teenage years, which is the prime entry age for
skiing, snowboarding and other "on-snow" sports, (ii) societal trends which
place a greater focus on leisure, fitness and outdoor activities, (iii) product
innovations such as parabolic skis which encourage broader participation,
facilitate learning and enhance performance and (iv) the rapid growth of
snowboarding, which is increasing youth and young adult participation in
mountain sports. The Company expects that the growth in snowboarding, in
particular, will continue

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to have a positive impact on the ski industry. In the United States, skier
visits attributable to snowboarders have increased at a compound annual rate of
growth of 12% per year over the past three years and snowboarders are currently
estimated to represent 27% of all skier visits in the United States. The Company
believes that these trends and developments will continue to attract additional
destination guests and will result in growing demand from affluent families for
vacation homes in mountain resorts.

THE GOLF INDUSTRY

There are approximately 18,500 golf courses in North America -- 16,700 in
the United States and 1,800 in Canada. In 1999 there were approximately 26
million active golfers in the United States and 5 million in Canada,
representing about a 13% participation rate. While participation has been
relatively stable over the past few years, consumer spending on golf has
increased significantly, from $7.8 billion in the United States in 1986 to over
$30 billion in 1998. Revenue per round has been driven up by increases in greens
fees and higher spending on equipment, lessons, cart rental and other services.

The same demographic trends that are impacting the mountain resort industry
are affecting golf. The aging of the "baby boom" generation is expected to
increase the number of rounds played and the average revenue per round. Golfers
over the age of 50 currently account for approximately 25% of total golfers but
they play almost 50% of the total rounds each year and they spend over 50% more
per player than younger golfers. In addition, the largest age group of beginners
to golf is the 18-29-year old group and the leading edge of the "echo boom"
generation turned 18 in 1996. Equipment innovations, such as over-sized golf
club heads, are encouraging broader participation by facilitating learning and
enhancing performance.

The ownership of golf courses in North America is highly fragmented. In the
United States there are approximately 11,000 different golf course owners and
the top 15 course owners/managers have only approximately 5% of the market in
aggregate. Similarly in Canada, less than 2% of golf courses are owned or
operated by multi-course operators. Consolidation of the golf industry has begun
as many independent owners lack the necessary capital to improve or maintain
their courses, there is a limited supply of experienced golf operating
personnel, and cost and marketing efficiencies are enhanced by the operation of
multiple golf courses. Intrawest expects to capitalize on this consolidation
trend by acquiring additional golf courses in the future.

RESORT MANAGEMENT AND DEVELOPMENT

RESORT OPERATIONS

MOUNTAIN RESORT PROPERTIES

The following table summarizes certain key statistics of each of the
Company's mountain resort locations.

<TABLE>
<CAPTION>
INTRAWEST AVERAGE SNOW- 1999/2000
OWNERSHIP SKIABLE VERTICAL LIFTS ANNUAL MAKING SKIER
RESORT PERCENTAGE TERRAIN DROP TRAILS (HIGH-SPEED) SNOWFALL COVERAGE VISITS
------ ---------- ------- -------- ------ ------------ -------- -------- ---------
(%) (ACRES) (FEET) (INCHES) (%) (000'S)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Whistler/Blackcomb...... 77 7,071 5,280 227 33(15) 360 7 2,188
Mammoth................. 59.5(1) 3,500 3,100 185 36(10) 350 17 929
Copper.................. 100 2,433 2,699 125 23(5) 255 16 803
Tremblant............... 100 602 2,131 92 13(7) 140 75 630
Snowshoe................ 100 200 1,598 56 14(2) 185 99 463
Blue Mountain........... 50 251 720 39 13(4) 100 94 411
Stratton................ 100 583 2,003 90 14(3) 180 75 365
Mountain Creek.......... 100 168 1,040 47 11(3) 90 100 248
Panorama................ 100 1,500 4,047 100 10(1) 110 35 173
Mont Ste. Marie......... 100 108 1,250 24 3(2) 120 90 70
</TABLE>

---------------

(1) Each of the shareholders of Mammoth Mountain Ski Area ("MMSA") (including
the Company) has a pro rata right of first refusal to purchase any shares of
MMSA to be sold by any other shareholder to third parties.

WHISTLER/BLACKCOMB. Whistler/Blackcomb, located approximately 75 miles
northeast of Vancouver, British Columbia, is North America's most visited ski
resort. The Resort Municipality of Whistler ("Whistler Resort") is

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centred around the downhill ski facilities at Whistler and Blackcomb which have
been in operation since 1966 and 1980, respectively. Whistler Resort is
accessible year-round by car and railroad, as well as by air via Vancouver's
international airport. The expansion of the Vancouver airport, combined with the
"open skies policy" between Canada and the United States, has increased direct
flights from key population centres, particularly in the United States.

Since Intrawest acquired Blackcomb in 1986, the Company has invested
heavily on capital improvements including high-speed lifts, expanded trails,
upgraded snowmaking capabilities, new restaurants and employee housing. Since
1988 Whistler has upgraded and replaced many of its older lifts and has expanded
its restaurant and service facilities. Together Whistler and Blackcomb Mountain
skier visits in 1999/2000 totaled 2,188,000, the largest in North America for a
single resort.

The Company operates a 3,414-acre ski area facility at Blackcomb which has
elevations at its base of 2,214 feet and at its peak of 7,494 feet, resulting in
a vertical drop of 5,280 feet, the greatest of any North American ski mountain.
Blackcomb, the only major North American mountain resort with two glaciers, is
able to offer skiing and snowboarding until early August. As a result, Blackcomb
is a leading summer training site for ski and snowboard competitors. All of the
lifts and ski runs, and some of the buildings, are located on land leased to
Blackcomb by the Province of British Columbia under a ski area agreement which
expires in 2029. An annual lease payment currently equal to 2% of defined gross
revenue is payable by Blackcomb under this agreement.

Whistler has a 3,657-acre ski area facility which has elevations at its
base of 2,140 feet and at its peak of 7,160 feet, resulting in a vertical drop
of 5,020 feet, the second greatest of any North American ski mountain. Whistler
has one glacier and seven high alpine bowls. Currently, less than two-thirds of
the skiable terrain is serviced by lifts. All of the lifts and ski runs, and
some of the buildings, are located on land leased to Whistler by the Province of
British Columbia under a ski area agreement which expires in 2032. An annual
lease payment currently equal to 2% of defined gross revenue is payable by
Whistler under this agreement.

The Company is the largest retailer in Whistler Resort with 35 retail and
equipment rental shops. The Company also has food and beverage operations at 16
restaurants and bars, having a total seating capacity of approximately 8,200.

Whistler/Blackcomb's 1,400-person ski and snowboard school offers classes
for both adults and children. A new 8,000-square foot children's and youth's
lodge was built in 1995 to accommodate the growing demand for this service. The
combined Whistler/Blackcomb ski school offers more Level IV instructors than any
other resort in North America.

Whistler Resort has undergone considerable development over the past
several years and now contains approximately 250 shops and restaurants, lodging
units for approximately 40,000 people, and numerous galleries and recreation and
entertainment facilities. With three championship golf courses designed by
Arnold Palmer, Jack Nicklaus and Robert Trent Jones Jr., respectively (none of
which is owned by the Company), lakes for swimming and boating, extensive
mountain biking trails and numerous festival activities, Whistler Resort draws
visitors from around the world and is a well-established year-round tourist
attraction.

MAMMOTH. Intrawest acquired a 33% interest in Mammoth effective December
1995, increasing its interest to 51% in November 1997, 58% in January 1998 and
59.5% in April 1999. Mammoth is located in central California in the eastern
Sierra Nevada mountain range 325 miles north of Los Angeles. It is the closest
major mountain resort to the heavily populated southern California market from
which it draws most of its visitors. Mammoth is also located approximately four
miles from the town of Mammoth Lakes which has a permanent population of
approximately 5,000 people. Mammoth Lakes has over 50 restaurants and bars and
150 lodging facilities.

Mammoth consists of two separate ski areas, Mammoth Mountain and June
Mountain, which are approximately 20 miles apart. Mammoth has a 3,500-acre ski
area facility which has elevations at its base of 7,953 feet and at its peak of
11,053 feet. Mammoth has 185 trails which are serviced by 36 lifts, including 10
high-speed quad chairlifts. All of Mammoth's lifts, ski trails and related
assets are located on land leased to Mammoth by the United States Forest Service
under various special use permits which expire at various times during the
period from 2012 to 2024. Pursuant to these permits, Mammoth makes annual
payments based on a percentage of sales.

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<PAGE> 11

Mammoth owns and operates 6 sport shops, 5 hotel properties, and food and
beverage operations at 9 restaurants and bars, having a total seating capacity
of approximately 4,600.

Summer activities at Mammoth include 60 miles of mountain biking trails,
fishing, board-sailing and water skiing on nearby lakes, and hiking through the
Sierra Nevadas. There is a golf course in Mammoth Lakes and Intrawest is a
partner in the Sierra Star Golf Course at Mammoth. Yosemite National Park, a
two-hour drive from Mammoth, draws visitors to the region from around the world.

COPPER. Copper is located approximately 75 miles west of Denver in Summit
County, the heart of Colorado's ski country. Copper is easily accessible by car
via Interstate 70 and by air through three airports at Denver, Colorado Springs
and Eagle.

Development of the village at Copper began in 1972. Since 1989 Copper has
invested approximately $73 million in capital improvements, including
approximately $31 million on its restaurant facilities and service buildings and
approximately $42 million on lifts, vehicles and other equipment. The Company
completed its acquisition of Copper in 1997 and intends to continue to make
capital improvements at Copper including new lifts and trails and expanded
restaurant facilities.

Copper has a 2,433-acre ski area facility on three mountains, Copper, Union
Peak and Tucker Mountain. Copper's ski operations were established in 1972.
Copper has elevations at its base of 9,712 feet and at its peak of 12,411 feet.
The skiable terrain is serviced by 23 lifts, including five high-speed quad
chairlifts. Copper owns substantially all of the base area land and facilities.
A significant portion of Copper's lifts, ski trails and related assets are
located on land leased to Copper by the United States Forest Service under a
special use permit which expires in 2037. Pursuant to this permit, Copper makes
monthly payments of between 1.5% and 6.75% of the annual gross revenue generated
from Copper's facilities physically located on government land.

Copper has 125 interconnected trails located on the front and back of its
three mountains suited to a wide variety of skier ability levels. In addition to
1,366 acres of tree-lined ski trails, Copper offers four high alpine bowls which
provide skiers with 1,067 acres of above-timberline skiing.

Copper has 10 retail shops and three equipment rental shops, and food and
beverage operations at 9 restaurants and bars, having a total seating capacity
of approximately 2,600.

The Copper area has four-season appeal. Summer activities include golf on
the highest altitude championship course in North America at the Pete
Dye-designed Copper Creek Golf Course (owned by the Company), tennis, fishing
and bike riding. Bike riders can access a paved bike path system which connects
all resorts located in Summit and Eagle Counties. In addition, mountain bikers
can access a variety of trails, including the Colorado Trail which travels from
Denver to the southwestern Colorado town of Durango. Numerous festivals and
special events also support the Copper area as a major summer tourist
attraction.

TREMBLANT. Tremblant, located in the Laurentians, 90 miles north of
Montreal, Quebec, has been rated as the number-one ski resort in the East by SKI
magazine in four of the past five years. The resort is accessible by car via a
major four-lane highway from Montreal and by air through major international
airports located in Montreal and Ottawa. Tremblant draws most of its visitors
from Montreal, Ottawa, Toronto and the northeastern United States.

Opened in 1939, Tremblant is the oldest major operating ski area in Canada.
Since acquiring Tremblant in 1991, Intrawest has carried out a significant
expansion of the ski facilities, including the addition of high-speed detachable
quad chairlifts, six- and eight-passenger gondolas, new trails, a 1,000-seat
mountain-top restaurant, a state-of-the-art snowmaking system, the Edge --
Tremblant's first new peak since 1943, and the new Versant Soleil which is the
largest ski terrain expansion since the initial development of Tremblant.

The Company operates a 602-acre ski area facility at Tremblant which has
elevations at its base of 870 feet and at its peak of 3,001 feet, resulting in
the greatest vertical drop in eastern Canada. Tremblant has 92 trails which are
serviced by 13 lifts, including seven high-speed quad chairlifts. Tremblant has
more high-speed lifts than any other resort in eastern North America. All of
Tremblant's lifts and ski runs, and some of its buildings, are located on land
leased to Tremblant by the Province of Quebec under a ski area agreement that
expires in 2051. Pursuant to this agreement, Tremblant pays a minimal annual
lease payment.

9
<PAGE> 12

Tremblant has 17 sports shops and food and beverage operations at 9
restaurants, cafes and bars, having a total seating capacity of approximately
2,700.

Tremblant has been designed as a four-season resort which emphasizes a
unique French Canadian charm and is a text-book example of staged village
development. Its summer attractions include swimming and boating on nine-mile
long Lac Tremblant at the base of the mountain, golf at Le Geant and Le Diable,
two 18-hole championship golf courses owned by the Company, tennis, hiking and
mountain biking. The Company is a partner in Chateau Mont Tremblant, a
world-class hotel and conference centre. The facility was completed in November
1996 and is managed by Fairmont Hotels & Resorts. The 36,000-square foot
convention centre, which can accommodate 1,800 delegates, has increased traffic
at the resort year round and particularly during the shoulder seasons.

SNOWSHOE. Snowshoe, located in West Virginia, is the largest ski resort in
the mid-Atlantic region of the United States and has the greatest vertical drop,
most uphill capacity, most extensive snowmaking coverage and the largest on-site
bed base in the region. Approximately 95% of Snowshoe's annual visitors are
destination skiers who drive from a market that includes North Carolina, South
Carolina, Virginia and Georgia. Snowshoe, established in 1973, consists of two
separate ski areas, Snowshoe Mountain and Silver Creek Mountain, which are one
mile apart and connected by shuttle bus service.

Intrawest acquired Snowshoe in 1995 and has invested significantly in new
capital improvements, mainly consisting of lifts, snowmaking and terrain
expansion. The Company operates a 200-acre ski area facility at Snowshoe which
has elevations at its base of 3,250 feet and at its peak of 4,848 feet. Snowshoe
has 56 trails which are serviced by 14 lifts, including two high-speed
chairlifts. Snowshoe's elevation is one of the highest among all ski resorts
east of the U.S. Rockies, which enables Snowshoe to have a longer season than
its regional competitors. The Company owns all of the land on which the ski
facilities are located.

Snowshoe has 15 retail shops, 5 of which are concessioned to third-party
operators. The resort also owns and operates 13 restaurants and 6 bars, having a
total seating capacity of approximately 2,500. Snowshoe owns 2 lodges having a
total of 250 rooms and manages approximately 1,000 rental condominiums.

Snowshoe's summer amenities include an 18-hole championship golf course
owned by the Company and designed by Gary Player, over 100 miles of marked
mountain biking trails, various tennis and swimming facilities, horseback riding
and miniature golf. The resort also owns a conference centre with over 10,000
square feet of meeting rooms and banquet facilities which draw business
travellers throughout the year.

BLUE MOUNTAIN. Blue Mountain, Ontario's largest mountain resort, is
located approximately 100 miles northwest of Toronto on the southern shores of
Georgian Bay. Skiing began at Blue Mountain in 1941. Intrawest acquired its 50%
interest in Blue Mountain in January 1999. Blue Mountain has a 251-acre ski area
facility with a vertical drop of 720 feet. Blue Mountain's 39 trails are
serviced by 13 lifts, including 4 high-speed chairlifts. Blue Mountain has food
and beverage operations at 6 locations having a total seating capacity of
approximately 2,800.

Blue Mountain's summer amenities include an 18-hole golf course, a
waterpark and a waterfront park on Georgian Bay.

STRATTON. Stratton is located in southern Vermont and draws most of its
visitors from the affluent markets of metropolitan New York, Connecticut, New
Jersey and Massachusetts. The northeast corridor of the United States represents
the largest concentration of skiers and skier visits in North America. Stratton,
established in 1961, is generally regarded as the birthplace of snowboarding.
Stratton formed the world's first snowboard school and has hosted snowboarding's
U.S. Open, a major snowboard competition, every year since 1985.

Since Intrawest acquired Stratton in 1994, the Company has invested
significantly in capital improvements, primarily comprising upgrades to the
snowmaking system, a six-passenger high-speed chairlift and improvements to the
base area facilities. The Company operates a 583-acre ski area facility at
Stratton which has elevations at its base of 1,933 feet and at its peak of 3,936
feet, the highest ski peak in southern Vermont. Stratton has 90 trails which are
serviced by 14 lifts, three of which are high-speed.

Stratton has 20 separate retail shops and food and beverage operations at
12 restaurants and bars, having a total seating capacity of approximately 2,300.

10
<PAGE> 13

Stratton's summer amenities include a 27-hole championship golf course, a
22-acre golf school and a sports and tennis complex, all of which are owned and
operated by the Company. The town of Manchester, located approximately 22 miles
from Stratton, is one of Vermont's busiest summer tourist attractions with over
70 designer discount outlets, antique stores and art galleries.

MOUNTAIN CREEK. Mountain Creek, located approximately 50 miles from New
York City, is the closest major skiing complex to the metropolitan New York
area.

Intrawest acquired Mountain Creek in February 1998. The ski area includes
1,100 acres of land encompassing three peaks -- Vernon Valley, Great Gorge South
and Great Gorge North -- currently providing approximately 168 acres of skiable
terrain that can be readily expanded, and a vertical drop of 1,040 feet, the
greatest in the New York metropolitan area. The resort offers night skiing on
all of its skiable terrain, and the Company owns all the land on which the ski
facilities are located. Mountain Creek's summer amenities include a 280-acre
theme park, 5 mountain-top lakes and a 27-hole golf course (not owned by the
Company). Approvals are in place for an additional 27-hole golf course on the
Company's land at the top of the mountain. In the first half of the 1990s,
summer visits to the resort averaged 450,000, about one-third more than winter
skier visits.

PANORAMA. Panorama is located in the Purcell Mountains approximately 12
miles from Invermere, British Columbia. The resort is a 3 1/2-hour drive from
Calgary, Alberta from which Panorama draws many of its visitors. Skiing and
village development began at Panorama in 1968. Since Intrawest acquired Panorama
in 1993, the Company has added approximately 1,000 acres of skiable terrain
designed to provide more variety for destination skiers and installed a summit
T-bar lift to increase Panorama's skiable vertical drop to 4,047 feet, the third
greatest in Canada surpassed only by Blackcomb and Whistler.

The Company operates a 1,500-acre ski area facility at Panorama which has
elevations at its base of 3,736 feet and at its peak of 7,783 feet. Panorama has
100 trails which are serviced by 10 lifts, including one high-speed quad
chairlift. All of the lifts and ski runs, and some of the buildings, are located
on land leased to Panorama by the Province of British Columbia under a ski area
agreement that expires in 2033. Pursuant to this agreement, Panorama pays an
annual lease payment currently equal to 2% of defined gross revenue.

Panorama has 4 retail shops and food and beverage operations at 8
restaurants and bars, having a total seating capacity of approximately 850.

Panorama offers access to some of the best heli-skiing in the world. All of
the commercial facilities at the resort, except for the heli-skiing operation,
are owned and operated by the Company. Panorama's summer amenities include
Greywolf, an award-winning 18-hole championship golf course 50% owned by the
Company and a mountainside waterpark with hot tubs and slides. Other summer
attractions in the area include whitewater rafting and kayaking, horseback
riding, tennis and hot springs at Radium and Fairmont.

MONT STE. MARIE. Mont Ste. Marie is located in the Outaouais region 55
miles north of Ottawa. The resort has the highest elevation of any ski area in
the Outaouais between Toronto and Mont Tremblant.

Intrawest acquired Mont Ste. Marie in 1997 and is in the process of
formulating its plans for the resort. The Company operates a 108-acre ski area
facility at Mont Ste. Marie which has a vertical drop of 1,250 feet. The Company
owns all of the land on which the ski facilities are located. Mont Ste. Marie's
summer amenities include an 18-hole championship golf course owned by the
Company. Mont Ste. Marie has food and beverage operations at 2 locations having
a total seating capacity of approximately 600.

WARM-WEATHER DESTINATION PROPERTIES

SANDESTIN. Sandestin is located in Destin, in northwestern Florida, a
major tourist, second-home and retirement destination. The resort has a one-half
mile of frontage on the Gulf of Mexico and 6 1/2 miles of frontage on
Choctawhatchee Bay, which forms part of the Intracoastal waterway. Sandestin is
the only resort in northwestern Florida that offers both beach and bay access
directly from the property.

Sandestin has 73 holes of golf on four separate courses. The resort also
features 32,300 square feet of conference facilities, a 37,000-square foot
retail centre which accommodates 31 shops, a 98-slip full-service marina
suitable for craft up to 100 feet in length, 15 tennis courts, management of
approximately 775 residential rental units, and various restaurants, bars and
other recreational amenities.
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<PAGE> 14

RAVEN. Raven owns and operates two highly rated daily fee golf courses,
The Raven at South Mountain in Phoenix and The Raven at Sabino Springs in
Tucson. In addition, Raven has a management contract for another course to be
constructed in Carlsbad, California.

The Raven concept is to create superior public golf facilities,
complemented by attention to maintenance and service quality. The two Raven
courses were rated 5th and 7th for quality of service among 5,300 golf courses
across North America included in a 1998 survey of subscribers conducted by Golf
Digest magazine. In addition both courses were rated in the top ten public golf
courses in Arizona in 1997 by Golf Digest.

OTHER RESORT PROPERTIES

CANADIAN MOUNTAIN HOLIDAYS. The Company has a 45% equity interest in
Alpine, the parent company of CMH, which provides helicopter destination skiing
and helicopter-assisted mountaineering and hiking in southeastern British
Columbia. Alpine also provides non-leisure helicopter services on a contract
basis. Approximately 75% of Alpine's annual revenue is generated from its
leisure business operations.

CMH, a leader in the heli-skiing industry, offers heli-skiing vacations in
11 mountain areas and its operations include 30 helicopters, 6 remote lodges and
5 additional skiing/hiking areas.

SOURCES OF RESORT OPERATIONS REVENUE

Intrawest's resort operations revenue from the ski and resort and
warm-weather segments is derived from a wide variety of sources including
mountain operations (lift-tickets and heli-skiing), retail and rental shops,
food and beverage, lodging and property management, ski school, golf, tennis and
other summer activities. Sales of lift tickets represent the single largest
source of resort operations revenue (39% for fiscal 2000). While revenue from
lift-ticket sales has increased each year during the past five years, the
proportion of resort operations revenue accounted for by sources other than
lift-ticket sales increased from 54% in fiscal 1996 to 61% in fiscal 2000. This
increase is the result of the Company's expansion into warm-weather destination
properties and the ongoing expansion of the range of services offered by the
Company at each resort.

The following chart provides a breakdown of the sources of the Company's
ski and resort operations and warm-weather operations revenue during fiscal
2000. See "Selected Consolidated Financial Information -- Segmented Information"
for segmented information.

<TABLE>
<CAPTION>
REVENUE PROPORTION
------------ ----------
(MILLIONS OF (%)
DOLLARS)
<S> <C> <C>
Mountain operations......................................... $177.1 39.2
Retail and rental shops..................................... 72.8 16.1
Food and beverage........................................... 60.1 13.3
Lodging and property management............................. 53.5 11.8
Ski school.................................................. 25.8 5.7
Golf........................................................ 30.9 6.8
Other....................................................... 31.9 7.1
------ -----
$452.1 100.0
====== =====
</TABLE>

MOUNTAIN OPERATIONS. The Company sells a wide variety of lift ticket
products at its resorts targeted to particular customer segments at different
times of the season. These products include season passes, frequent skier cards,
single- and multi-day tickets, and heli-skiing revenue. Season pass purchasers
are a very important customer group because generally they are the most frequent
visitors, have a loyalty to the resort and are owners of real estate at the
resort. The frequent skier card is in use at Whistler/Blackcomb, Tremblant,
Stratton, Mammoth and Copper. In addition to their other features, frequent
skier cards at Whistler/Blackcomb and Stratton offer direct lift access as the
card is scanned at the lift line and a charge is made against the cardholder's
credit card. The Company uses its frequent skier cards to increase skier visits
at non-peak times by offering discounts against the regular day ticket price or
by tying in promotions at its retail stores or food and beverage facilities.
Single- and multi-day tickets constitute the balance of the Company's line of
lift ticket products. These lift tickets are often sold to customers in

12
<PAGE> 15

packages including accommodations in order to fill beds when occupancy is
expected to be low. Revenue from lift ticket sales has increased every year
since 1986 when the Company acquired its interest in Blackcomb. Since fiscal
1996 revenue from lift ticket sales has increased from $56.2 million to $177.1
million, primarily because of acquisitions and improvements in ticket yields.
The Company's goal is to manage its ticket yields to obtain premium prices
during peak periods and maximize aggregate lift ticket revenue during non-peak
periods.

RETAIL AND RENTAL SHOPS. The retail and equipment rental operations
contribute significantly to overall resort profitability. Revenue from the
Company's retail division increased from $20.4 million in fiscal 1996 to $72.8
million in fiscal 2000. The increase is attributable primarily to acquisitions
and to increased retail sales and equipment rental revenue at
Whistler/Blackcomb, Tremblant and Panorama. Retail revenue aids in stabilizing
the Company's daily and weekly cash flows, as the Company's shops tend to have
the strongest sales on poor weather days. Shopping is generally an important
part of the guest vacation experience and interesting shops are a vital
ingredient in the total resort framework. Across all of its resorts the Company
owns 150 retail and ski rental shops containing approximately 235,000 square
feet of sales/service area. The large number of retail locations operated by the
Company allows it to improve margins through large quantity purchase agreements
and sponsorship relationships. These shops are located on the mountains and in
the base areas. On-mountain shops generally sell ski accessories such as
goggles, sunglasses, hats and gloves while base-area shops sell these items as
well as hard goods such as skis, snowboards, boots and larger soft goods such as
jackets and snowsuits. In addition, all locations offer the Company's own
logo-wear which generally provides higher profit margins than other retail
products. In the non-winter seasons, most of the on-mountain shops are closed
and the base-area shops sell mountain bikes, in-line skates, tennis equipment
and warm-weather apparel.

The Company also owns and operates the 50-store chain of Breeze/Max sport
retail and ski and snowboard rental shops containing approximately 96,000 square
feet of space. This chain has locations in the western United States.

FOOD AND BEVERAGE. Food and beverage has become an increasingly important
component in providing a satisfying guest experience and has been a significant
source of revenue growth for the Company. The introduction of high-speed lifts
in the late 1980s has allowed skiers to ski more runs in a shorter period,
thereby providing more time for other activities, such as dining in the
restaurants.

Each of Intrawest's mountain resorts owns and operates all of its
on-mountain food and beverage facilities. These facilities include restaurants,
bars, cafes, warming huts, cafeterias and fine dining options such as
Christine's at Blackcomb and La Legende at Tremblant. Destination resorts, such
as Whistler/Blackcomb, which cater to visitors from all over the world, offer a
wide variety of ethnic foods in their on-mountain restaurants as well as
specialty menus for different family members. The resorts also own and operate
many of the base-area restaurants and bars as well as many of the food service
outlets in their village centres. In total, the Company owns and operates 110
different food and beverage facilities at its mountain resorts with more than
26,500 seats. The Company's control of its on-mountain and base-area food
services allows it to capture a larger proportion of guest spending as well as
to ensure product and service quality. Revenue from food and beverage services
increased from $16.3 million in fiscal 1996 to $60.1 million in fiscal 2000,
principally due to acquisitions and the expansion of facilities at
Whistler/Blackcomb and Tremblant.

LODGING AND PROPERTY MANAGEMENT. The Company's lodging and property
management division manages its own properties as well as properties owned by
third parties. Currently the Company owns or manages approximately 5,100 lodging
units at its mountain resorts. The lodging division performs a full complement
of guest services including reservations, property management, housekeeping and
brokerage operations. Each mountain resort has a welcome centre to which newly
arriving guests are directed. The centre allocates accommodations and provides
guests with information on all of the resort's activities and services. The
Company's property management operation seeks to maximize the synergies that
exist between lodging and lift-ticket promotions. Revenue from lodging and
property management increased from $15.7 million in fiscal 1996 to $53.5 million
in fiscal 2000, principally due to acquisitions and the development of new
rental accommodations at Tremblant.

The Company's real estate development program is designed to ensure the
continued growth of its lodging operation. Typically, newly constructed
condominiums and townhomes are sold to owners who put the units into a rental
pool managed by the Company. The resulting growth in occupancy increases skier
visits and provides an additional source of fee revenue for the Company.
13
<PAGE> 16

SKI SCHOOL. The Company operates the ski school at each of its mountain
resorts, except at Panorama where this service is concessioned to a third party.
A variety of programs are offered to skiers, targeted to different ability
levels and age groups. Future growth is expected to result from growth in the
sport of snowboarding and technological advances currently taking place in
alpine skiing equipment, for which the ski schools at the Company's resorts have
qualified instructors. The Company's resorts offer packages designed to combine
the new technologies with instructor-led learning sessions.

The Company has approximately 3,400 instructors on its ski school staff
across all of its mountain resorts. Over the past several years, the Company has
initiated programs to increase its ski school business. Revenue from ski schools
increased from $6.7 million in fiscal 1996 to $25.8 million in fiscal 2000,
principally due to acquisitions and the expansion of ski school programs at
Whistler/Blackcomb and Tremblant.

GOLF. Intrawest entered the golf business with its acquisition of Stratton
in fiscal 1995 and, since that time, annual golf revenue has grown to $30.9
million in 2000. At its mountain resorts, the Company owns and operates
championship golf courses at Panorama, Blue Mountain, Tremblant, Mont Ste.
Marie, Copper, Stratton, Snowshoe and Mammoth. The Company also owns an
additional six golf courses at its warm-weather resort properties in Florida and
Arizona and two golf courses in Pitt Meadows, British Columbia. Stratton also
offers a golf school which attracts students from throughout eastern North
America. Golf is a primary attraction in the summer and shoulder seasons,
providing the Company with revenue from greens fees, cart rentals and pro-shop
sales. In addition, golf also drives a significant portion of the food and
beverage and lodging revenue during the summer. Golf courses are also a selling
feature for real estate. The Company has significant developable land parcels
adjacent to golf courses at its resorts, which generally command higher selling
prices than other real estate. The Company believes that its golf and other
summer revenue will continue to be an increasingly significant component of
resort operations revenue in the future.

OTHER. The Company generates additional revenue from diverse sources such
as the waterpark at Mountain Creek, athletic club fees at Sandestin and
community services revenue (e.g., telephone and other utility services) at most
of its mountain resorts.

SPONSORSHIP AND SPECIAL EVENTS

An important part of the Company's business strategy is to increase
exposure of the Intrawest brand name and the brand names of the individual
Intrawest resorts by entering into sponsorship relationships with leading
companies and by hosting world-class events to gain international exposure. The
Company's geographically diversified mountain resorts are particularly appealing
to sponsors seeking exposure across North America. In addition, the Company's
leading industry position, coupled with the demographics of its customer base,
make it an attractive partner for prospective sponsors. The Company's business
sponsors include Coca Cola, Nike, Fuji Film, Nestle, Evian, Telus/Bell/Worldcom
and The North Face.

The Company's resorts host a number of world-class sporting events
including annual freestyle World Cup competitions at Whistler/Blackcomb and
Tremblant and snowboarding's U.S. Open championship at Stratton. Whistler,
Panorama and Mammoth have also been the sites of several World Cup downhill and
slalom races. In addition to these events, the Company's resorts host numerous
high-profile music and arts events.

INFORMATION TECHNOLOGY

The Company's information technology systems improve communication with its
guests and enhance guest service and convenience. These systems are intended to
simplify a guest's purchase and use of the Company's services in order to build
guest loyalty and encourage repeat buying. Current information technology
initiatives which have been implemented at certain of the Company's resorts
include (i) direct lift access systems by which skiers can avoid the ticket
window by having their photo identification passes scanned at the lift line
resulting in a charge to their credit cards, (ii) digital imaging systems for
ski passes that prevent season passholders from having to be photographed
annually, (iii) resort-wide guest charging systems whereby an identification
card can be used to charge goods or services at any of the Company's facilities
across the resort, (iv) central reservation systems for use in connection with
the Company's property management business and (v) ski school reservation and
instructor scheduling systems that simplify the booking process for guests and
allow the Company to ensure better utilization of instructors.
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<PAGE> 17

RESORT MARKETING AND SALES

The primary objectives of the Company's marketing strategy include (i)
increasing the Company's market share of North American, European and Asian
visitors, (ii) building demand during both peak and non-peak periods, (iii)
increasing existing customers' use of the Company's network of resorts, (iv)
expanding the summer-and shoulder-season businesses of the Company's resorts and
(v) increasing the Company's total share of customer spending across each
resort. Using market research information from the Company's database and
employee feedback, the Company builds marketing programs which are targeted at
particular customer and season segments.

While traditional marketing mediums such as print media in ski industry and
lifestyle publications continue to play a role in the overall marketing mix, the
Company is placing increased emphasis on database marketing, strategic
partnering and sponsorship initiatives. The Company has commenced initiatives to
exploit its database to develop programs that identify and target new customers
and increase the visit frequency and spending of existing customers.

RESORT REAL ESTATE DEVELOPMENT

Intrawest is North America's largest mountain resort real estate developer.
The Company has over 20 years of experience in the real estate industry,
initially in the development of urban residential and commercial properties in
the Pacific Northwest and, beginning in 1986 with its acquisition of Blackcomb,
the development of mountain resort properties. In the past ten fiscal years, the
Company has developed and sold approximately $1.8 billion of real estate,
including non-resort real estate. In 1994 the Company determined that it would
no longer develop urban real estate and that it would sell its non-resort assets
in order to concentrate on its resort operations and resort development
activities. Intrawest's real estate expertise is a key operating strength which
differentiates the Company from its mountain resort competitors. The Company has
expertise in all aspects of real estate development, including master planning,
project design, construction, sales and marketing, and property management.

The following table summarizes certain key statistics relating to each of
the Company's resort real estate holdings.

<TABLE>
<CAPTION>
AS AT JUNE 30, 2000
DATE --------------------------------------------------------------------------------
CONSTRUCTION RESIDENTIAL COMMERCIAL
COMMENCED/ RESIDENTIAL UNITS HELD COMMERCIAL COMMERCIAL SPACE HELD
IS EXPECTED RESIDENTIAL UNITS UNDER FOR FUTURE SPACE SPACE UNDER FOR FUTURE
RESORT TO COMMENCE UNITS SOLD DEVELOPMENT DEVELOPMENT COMPLETED DEVELOPMENT DEVELOPMENT
------ ------------ ----------- ----------- ----------- ---------- ----------- -----------
(SQ FT) (SQ FT) (SQ FT)
<S> <C> <C> <C> <C> <C> <C> <C>
Whistler/Blackcomb(1)....... 1987 2,855 180 809 62,000 47,000 94,000
Tremblant................... 1992 1,552 363 3,273 128,000 19,000 44,000
Keystone(2)................. 1995 694 269 2,106 95,000 -- 223,000
Sun Peaks................... 1995 113 21 142 5,000 -- --
Panorama.................... 1995 254 119 1,226 19,000 -- 10,000
Stratton.................... 1997 195 55 926 -- -- 30,000
Snowshoe.................... 1997 199 37 928 22,000 -- 45,000
Mammoth..................... 1998 186 180 1,929 4,000 -- 106,000
Copper...................... 1998 161 325 551 -- 78,000 50,000
Sandestin(3)................ 1999 276 254 1,912 -- 56,000 144,000
Solitude(4)................. 1999 51 79 112 6,000 3,000 3,000
Three Peaks(5).............. 2000 81 58 216 -- -- --
Blue Mountain............... 2000 1 261 1,844 -- 13,000 104,000
Squaw Valley................ 2000 -- 139 432 -- 32,000 91,000
Mountain Creek.............. 2001 -- -- 1,613 -- -- 175,000
----- ----- ------ ------- ------- ---------
6,618 2,340(6) 18,019(6) 341,000 248,000(6) 1,119,000(6)
===== ===== ====== ======= ======= =========
</TABLE>

---------------

(1) The Company has a 77% interest in both Whistler Mountain Resort Limited
Partnership and in Blackcomb Skiing Enterprises Limited Partnership. The
information on Whistler/Blackcomb in this table reflects 100% of the
partnerships' land holdings.
(2) The Company has a 50% interest in a joint venture that owns and is
developing the land at Keystone (certain projects are at 55% and 60%). The
information on Keystone in this table reflects 100% of the joint venture's
land holdings.
(3) The Company has a 95% interest in Sandestin. The information on Sandestin in
this table reflects 100% of the resort's land holdings.

15
<PAGE> 18

(4) The Company entered into an option agreement with Solitude Ski Corporation
in September 1998 pursuant to which the Company has the right to acquire
land at the base of Solitude Mountain.
(5) The Company has a 50% interest in a joint venture that owns and is
developing the land at Three Peaks. The information on Three Peaks in this
table reflects 100% of the joint venture's land holdings.
(6) The Company's pipeline of real estate projects comprises residential units
and commercial space under development and held for future development which
aggregate 21,726 units.

THE DEVELOPMENT PROCESS

Intrawest's approach to real estate development encompasses (i) land
acquisition, (ii) resort master planning, (iii) project development and
construction, (iv) marketing and sales and (v) commercial development and
leasing. The Company carefully manages the number and mix of new projects
brought to the market each year to maximize its returns and support real estate
values. In addition, control over all development activities allows the Company
to more closely align its real estate strategies with resort operations.

LAND ACQUISITION. The same factors which drive resort visits, such as
accessibility, four-season attractions and amenities, and proximity to major
markets, also enhance real estate values. When Intrawest investigates potential
resort acquisitions, the potential for real estate development is one of the
primary considerations.

Intrawest believes that it has a conservative approach to the acquisition
of land. The Company typically acquires its land at low cost in conjunction with
the purchase of the resorts or through joint ventures or other arrangements
which typically provide that land payments are due only when units are sold. The
extensive land holdings at Tremblant, Panorama, Stratton, Snowshoe, Copper and
Mountain Creek were acquired at low cost in conjunction with the acquisition of
these resorts. At Blackcomb, the Company has options which it may exercise for
specific project sites when permits are in place and construction is set to
commence. Intrawest secured its land holdings at Keystone by forming a joint
venture with the land owner under which land is only paid for as completed units
are sold. At Whistler, the price of the acquired land is deferred until certain
real estate development rights are employed or disposed of, subject to minimum
annual payments of Cdn.$1.5 million to Cdn.$3.0 million. At Squaw Valley, the
land which Intrawest has the right to acquire is currently used by the resort
owner for visitor parking and, as consideration for the land, the Company must
provide replacement parking stalls for those displaced by the development.

RESORT MASTER PLANNING. The starting point of the Company's development
program at a resort is the "envisioning process", under which consultants and
members of Intrawest's management plan future developments by envisioning how an
entire resort will appeal to visitors. The envisioning process includes
consideration of issues such as the historical significance and unique features
of the site, the desired architectural character of the resort, the ambience of
the resort, and the amenities and features that will animate the resort. The end
product of this process is a vision statement which, throughout the build-out of
a resort, serves as a guide to the development of the resort. The highlights of
the vision statement are incorporated into a short multi-media presentation
which employs evocative photography, words and music to communicate the vision
to large audiences, including various levels of government, partners and
associates, the financial community, the media, environmental groups and the
general public. The envisioning process was used to create the French Canadian
village theme for Tremblant and the Colorado Rockies theme for Keystone.

After the envisioning process is complete, the next stage is to achieve the
necessary zoning to allow for the implementation of the master plan, involving
close liaison with municipal approval agencies and multiple public hearings.

PROJECT DEVELOPMENT AND CONSTRUCTION. After the overall master plan has
been designed and the zoning has been approved, the next stage in the
development program is to build the necessary infrastructure for the resort,
such as roads, water, and sewer and utility services, and to create individual
real estate projects. Each of the Company's real estate projects is assigned to
a development manager who is responsible for all aspects of the development
cycle from project conception to ultimate sell-out. The development managers are
based at the resort and report to a local vice president who is responsible for
all the real estate projects at the resort and who reports to a senior vice
president who oversees the development program at multiple resorts.

The development managers are supported by a team of design, construction,
finance and sales staff at the resort with the assistance of similar staff
members at head office and local consultants. The Company exploits its

16
<PAGE> 19

successful track record through the transfer of "project templates" to new
developments, subject to modified designs to reflect the resort master plan and
any local market requirements. This practice helps to control costs and reduce
construction risk. The Company also concentrates on woodframe developments which
have a short construction timetable. In addition, the Company does not normally
construct its own projects but rather engages general contractors under
fixed-price contracts which transfer most of the risk of construction overruns
to the contractor. The Company arranges construction financing for both
infrastructure work and projects, generally to cover approximately 75% of total
costs, primarily through established revolving credit facilities.

MARKETING AND SALES. Market research is an important part of the Company's
development process. Projects are tailored to the needs of prospective customers
by price range, type (condominium-hotel, townhome and single-family residences)
and location (with ski-in, ski-out access, on the golf course or in the
woodlands). With a diversified product line, Intrawest is able to respond to
changing market conditions within an individual resort and to maximize the value
of each product type.

Each of the Company's resorts has its own marketing and sales department
under the supervision of a local marketing director. At some resorts the Company
employs its own sales personnel while at others it engages third-party agents to
sell its projects on a commission basis. The resorts are supported by marketing
and sales personnel at Intrawest's head office and by external consultants.
Marketing and sales costs for an individual project are generally in the range
of 4% to 7% of total project costs. Real estate marketing also benefits resort
operations since it exposes the resort to potential visitors and skiers.

Intrawest generally follows a policy of pre-selling a significant portion
of its real estate projects prior to and during construction in order to
mitigate its risk of unsold completed inventory. A new marketing approach was
introduced during 1996, whereby properties are marketed to the resort's most
loyal customers through a sophisticated database marketing strategy and the use
of a "national launch team" working across the Company's major markets. This
approach has been applied to large condominium-hotel projects such as First
Ascent at Squaw Valley, Gateway at Sandestin and Le Westin Royal Tremblant at
Tremblant. Since fiscal 1995 the Company has pre-sold on average approximately
85% of its units prior to the completion of construction.

COMMERCIAL DEVELOPMENT AND LEASING. Many of Intrawest's real estate
projects, particularly in its resort villages, comprise residential units
constructed on top of ground floor retail space. The Company occupies some of
the retail space for its own stores, restaurants and bars and it also leases
space to third-party operators. The mix of tenants and the quality of their
finished stores are closely managed by the Company so as to maintain the
ambience of the resort. In order to attract top-quality retail operators the
Company seeks to ensure that their stores and restaurants have access to
visitors throughout the year. By providing summer- and shoulder-season
activities and amenities such as summer outdoor recreational activities and
cultural programs, the Company is able to improve year-round utilization of
facilities.

As at June 30, 2000, Intrawest had developed approximately 341,000 square
feet of commercial space at its resort real estate holdings. The Company manages
or owns certain commercial space at its resorts that is occupied by third-party
operators and receives rental revenue, which in fiscal 2000 amounted to
approximately $6.9 million.

The Company is a partner in Chateau Mont Tremblant, a world-class hotel and
conference centre. The facility was completed in November 1996 and is managed by
Fairmont Hotels & Resorts.

REAL ESTATE PROPERTIES

Set out below is a brief overview of the Company's land holdings followed
by a listing of projects recently completed or under active development.

WHISTLER/BLACKCOMB. Since 1986 the Company has exercised options on and
developed the majority of its land holdings at the base of Blackcomb. There are
approximately 360 residential units and 60,000 square feet of commercial space
remaining at the base of Blackcomb being developed or planned for development.
The Company owns a 44-acre site at the Creekside base of Whistler on which it is
developing, or has land planned for the development of, approximately 250
residential units and 81,000 square feet of commercial space. In addition, the
Company is developing, or has land planned for the development of, approximately
370 residential units at other sites in Whistler. The Company expects that the
development of these lands will take place over a period of five to eight years.
17
<PAGE> 20

TREMBLANT. Intrawest's construction of a French Canadian resort village at
Tremblant is substantially complete and Chateau Mont Tremblant is in operation.
The village core, Chateau Mont Tremblant, Le Geant and Le Diable golf courses,
and on-mountain improvements are substantially constructed and the bulk of the
infrastructure is in place to support the development of the remaining real
estate at the resort. The Company is developing, or has land planned for the
development of, approximately 3,600 residential units and 63,000 square feet of
commercial space. The Company expects that the development of these lands will
take place over a period of 10 to 15 years.

KEYSTONE. In 1993 Intrawest entered into a joint venture to develop the
real estate at Keystone. The joint venture is developing River Run, a pedestrian
village at the base of the mountain and five additional residential
neighbourhoods. The Company has developed or plans to develop approximately
1,000 residential units and 208,000 square feet of commercial space in the new
River Run Village, 90 residential units around a planned golf course and 1,900
residential units and 110,000 square feet of commercial space in areas adjacent
to the existing real estate and new mountain village. The Company expects that
the development of these lands will take place over a period of 10 to 15 years.

SUN PEAKS. Since 1995 the Company has exercised the rights to develop 134
residential units from the owner of Sun Peaks. The Company has the right to
develop an additional 142 residential units. This right expires on the earlier
of June 21, 2002 and the date when the Company has purchased eight sites and all
buildings on the sites have been substantially completed.

PANORAMA. Intrawest owns approximately 400 acres of developable land at
Panorama in the resort village and adjacent to the Greywolf Golf Course. The
Company is developing, or has land planned for the development of, approximately
1,300 residential units and 10,000 square feet of commercial space. The Company
expects that the development of these lands will take place over a period of 12
to 15 years.

STRATTON. The Company is developing, or has land planned for the
development of, approximately 1,000 residential units and 30,000 square feet of
commercial space. The bulk of the development will expand the existing village
at the base of Stratton Mountain. The Company expects that the development of
these lands will take place over a period of 12 to 15 years.

SNOWSHOE. With its acquisition of Snowshoe, the Company acquired
approximately 200 acres of land which may be developed to support the existing
village. The Company is developing, or has land planned for the development of,
approximately 1,000 residential units. The Company expects that the development
of these lands will take place over a period of 12 to 15 years.

MAMMOTH. The Company is developing a new North Village at the base of
Mammoth Mountain which is planned for the development of approximately 800
residential units and 106,000 square feet of commercial space. The Company also
is developing, or has land available for the development of, approximately 160
ski-in, ski-out units and 1,100 residential units on the Sierra Star Golf
Course. The Company expects that the development of these lands will take place
over a period of 10 to 12 years.

COPPER. The Company owns three major parcels of land at Copper. The
Village Center parcel is located at the main access point to Copper and the
Company is developing, or has land planned for the development of, approximately
800 residential units and 128,000 square feet of commercial space on this site.
The Company is developing, or has land planned for the development of,
approximately 100 units on remaining parcels which will either have ski-in,
ski-out access or are adjacent to the Copper Creek Golf Course. The Company
expects that the development of these lands will take place over a period of
eight to ten years.

SANDESTIN. The Company is developing, or has land planned for the
development of, approximately 2,200 residential units and 200,000 square feet of
commercial space. Approximately 700 of these residential units will form part of
the new Baytowne Village at Sandestin. The Company expects that the development
of these lands will take place over a period of 10 to 15 years.

SOLITUDE. Through an option with the owner of Solitude Ski Resort, the
Company is developing, or plans to develop, approximately 200 residential units.
The Company expects that the development of these lands will take place over a
period of three to five years.

18
<PAGE> 21

THREE PEAKS. Through a joint venture, the Company is developing, or has
land planned for the development of, approximately 300 residential units which
surround an 18-hole golf course owned by the Company in Silverthorne, Colorado.
The Company expects that the development of these lands will take place over a
period of five to seven years.

BLUE MOUNTAIN. Through an agreement with Blue Mountain Resorts, the
Company is developing, or plans to develop, approximately 1,500 residential
units and 117,000 square feet of commercial space. Through a joint venture, the
Company is developing, or has land planned for the development of, approximately
600 residential units surrounding the Monterra Golf Course. The Company expects
that the development of these lands will take place over a period of 10 to 12
years.

SQUAW VALLEY. Through an option with the owner of Squaw Valley Ski Area,
the Company is developing, or plans to develop, approximately 600 residential
units and 123,000 square feet of commercial space. The Company expects that the
development of these lands will take place over a period of eight to ten years.

MOUNTAIN CREEK. With its acquisition of Mountain Creek, the Company
acquired approximately 390 acres. The Company has land planned for the
development of approximately 1,600 residential units and 175,000 square feet of
commercial space. The Company expects that the development of these lands will
take place over a period of 12 to 15 years.

MONT STE. MARIE. With its acquisition of Mont Ste. Marie, the Company
acquired approximately 900 acres of developable land. The feasibility of the
development of these lands is currently being reviewed.

19
<PAGE> 22

PROJECTS RECENTLY COMPLETED OR UNDER ACTIVE DEVELOPMENT

<TABLE>
<CAPTION>
OWNERSHIP TOTAL PROJECT DESCRIPTION AND
PROJECT NAME INTEREST UNITS STATUS AT AUGUST 31, 2000
------------ --------- ----------- -------------------------
<S> <C> <C> <C>
WHISTLER/BLACKCOMB
Horstman House 77% 51 Quarter-share units for sale;
construction completed May
2000; 201 of 204 quarters
sold.
The Heights of Taluswood 77% 26 Townhomes for sale;
construction started May 2000
with scheduled completion
March 2001; fully pre-sold.
Khyber Ridge 77% 26 Single-family lots for sale;
construction started May 2000
with scheduled completion
April 2001.
The Legends 77% 121 Quarter-share units for sale;
construction of Phase I (77
units) started April 2000 with
scheduled completion March
2001; fully pre-sold.
Construction of Phase II (44
units) to begin spring 2001
with scheduled completion fall
2001.
First Tracks 77% 79 Condominium-hotel units for
sale; construction to begin
spring 2001 with scheduled
completion spring 2002.
The Lookout at Taluswood 77% 11 Townhomes for sale;
construction to begin spring
2001 with scheduled completion
summer 2002.

TREMBLANT
La Tour des Voyageurs I 100% 163 Condominium-hotel units for
sale; construction completed
June 1999; 162 units sold.
La Tour des Voyageurs II 100% 51 Condominium-hotel units for
sale; construction completed
May 2000; 44 units sold.
Le Refuge du Cerf 100% 65 Single-family lots for sale;
construction completed
December 1999; 45 lots sold.
Les Manoirs 100% 140 Townhomes for sale;
construction started October
1999 with scheduled completion
October 2001; 74 units
pre-sold.
</TABLE>

<TABLE>
<CAPTION>
OWNERSHIP TOTAL PROJECT DESCRIPTION AND
PROJECT NAME INTEREST UNITS STATUS AT AUGUST 31, 2000
------------ --------- ----------- -------------------------
<S> <C> <C> <C>
L'Equinoxe 100% 91 Townhomes for sale;
construction started March
2000 with scheduled completion
March 2002; 57 units pre-sold.
Le Sommet des Neiges 100% 116 Quarter-share units for sale;
construction of Phase I (67
units) to begin September 2000
with scheduled completion
November 2001; 154 of 268
quarters pre-sold.
Construction of Phase II (49
units) to begin summer 2001
with scheduled completion
summer 2002.

KEYSTONE
Buffalo Lodge & The 55% 157 Condominium-hotel units for
Dakota sale; construction completed
September 1998; 150 units
sold.
Expedition Station 60% 92 Condominium-hotel units for
sale; construction completed
August 1999; 83 units sold.
Elk Run Lots 50% 81 Single-family lots for sale;
construction completed
September 1999; 68 lots sold.
Elk Run Villas 60% 10 Townhomes for sale;
construction completed April
2000; 6 units sold.
Red Hawk Lodge 60% 100 Condominium-hotel units for
sale; construction completed
June 2000; 85 units sold.
Settler's Creek 60% 26 Single-family lots for sale;
Homesites construction started September
1999 with scheduled completion
September 2000; 24 lots
pre-sold.
Ski Tip 4 60% 4 Townhomes for sale;
construction started June 2000
with scheduled completion
February 2001; 3 units
pre-sold.
Lone Eagle 60% 51 Condominium-hotel units for
sale; construction started
March 2000 with scheduled
completion June 2001; fully
pre-sold.
</TABLE>

20
<PAGE> 23

PROJECTS RECENTLY COMPLETED OR UNDER ACTIVE DEVELOPMENT (CONTINUED)

SUN PEAKS
Fireside Lodge 100% 72 Condominium-hotel units for
sale; construction completed
April 1998; 56 units sold.
Forest Trails 100% 36 Townhomes for sale;
construction of Phase I (20
units) completed January 1999;
fully sold. Construction of
Phase II (16 units) completed
October 1999; 14 units sold.

PANORAMA
Panorama Springs 100% 80 Condominium-hotel units for
sale; construction completed
May 2000; 78 units sold.
Forest Ridge Estates 100% 33 Single-family lots for sale;
construction started September
1999 with scheduled completion
November 2000; 9 lots
pre-sold.
Riverbend Townhomes 100% 40 Townhomes for sale;
construction of Phase I (24
units) completed June 2000; 22
units sold. Construction of
Phase II (16 units) to begin
fall 2000 with scheduled
completion spring 2001.
Taynton Lodge 100% 63 Condominium-hotel units for
sale; construction started
April 2000 with scheduled
completion April 2001; 46
units pre-sold.
</TABLE>

<TABLE>
<CAPTION>
OWNERSHIP TOTAL PROJECT DESCRIPTION AND
PROJECT NAME INTEREST UNITS STATUS AT AUGUST 31, 2000
------------ --------- ----------- -------------------------
<S> <C> <C> <C>

STRATTON
Long Trail House - South 100% 67 Condominium-hotel units for
sale; construction completed
June 2000; 54 units sold.
Solstice 100% 80 Townhomes for sale;
construction of Phase I (40
units) started May 2000 with
scheduled completion July
2001; 24 units pre-sold.
Construction of Phase II (40
units) to begin summer 2001
with scheduled completion
summer 2002.
Copper Lantern Inn 100% 49 Quarter-share units for sale;
construction to begin spring
2001 with scheduled completion
summer 2002.

SNOWSHOE
Rimfire 100% 141 Condominium-hotel units for
sale; construction completed
June 1999; 128 units sold.
Highland House 100% 78 Condominium-hotel units for
sale; construction completed
June 2000; 59 units sold.

MAMMOTH
Juniper Springs 100% 174 Condominium-hotel units for
sale; construction completed
December 1999; 173 units sold.
The Timbers 100% 32 Townhomes for sale;
construction started October
1998 with scheduled completion
July 2001; 26 units pre-sold.
Sunstone Lodge 100% 77 Condominium-hotel units for
sale; construction started May
1999 with scheduled completion
January 2001; fully pre-sold.
</TABLE>

21
<PAGE> 24

PROJECTS RECENTLY COMPLETED OR UNDER ACTIVE DEVELOPMENT (CONTINUED)

<TABLE>
<CAPTION>
OWNERSHIP TOTAL PROJECT DESCRIPTION AND
PROJECT NAME INTEREST UNITS STATUS AT AUGUST 31, 2000
------------ --------- ----------- -------------------------
<S> <C> <C> <C>
Mammoth Green 100% 46 Townhomes for sale;
construction started June 2000
with scheduled completion
September 2001; 37 units
pre-sold.
Eagle Run 100% 36 Townhomes for sale;
construction started June 2000
with scheduled completion
October 2001; fully pre-sold.
Evergreen 100% 31 Townhomes for sale;
construction started August
2000 with scheduled completion
December 2001; 10 units
pre-sold.

COPPER
Copper Springs Lodge 100% 108 Condominium-hotel units for
sale; construction completed
September 1999; 107 units
sold.
The Village at Copper 100% 228 Condominium-hotel units for
sale; construction started
April 1999 with scheduled
completion December 2000; 226
units pre-sold.
Trails End 100% 16 Townhomes for sale;
construction started May 2000
with scheduled completion
April 2001; 15 units pre-sold.
Passage Point 100% 134 Condominium-hotel units for
sale; construction started May
2000 with scheduled completion
September 2001; 69 units
pre-sold.
West Parcel Lots 100% 53 Single-family lots for sale;
construction to begin spring
2001 with scheduled completion
winter 2001.
Blue Wing Lodge 100% 89 Quarter-share units for sale;
construction to begin spring
2001 with scheduled completion
summer 2002.
</TABLE>

<TABLE>
<CAPTION>
OWNERSHIP TOTAL PROJECT DESCRIPTION AND
PROJECT NAME INTEREST UNITS STATUS AT AUGUST 31, 2000
------------ --------- ----------- -------------------------
<S> <C> <C> <C>
SANDESTIN
Arrowhead Point 95% 28 Single-family lots for sale;
construction started March
2000 with scheduled completion
September 2000.
Magnolia Bay 95% 41 Townhomes for sale;
construction of Phase I (22
units) completed June 2000;
fully sold. Construction of
Phase II (19 units) started
July 2000 with scheduled
completion June 2001; 12 units
pre-sold.
Baytowne Village - Le 95% 25 Townhomes for sale;
Jardin construction to begin February
2001 with scheduled completion
February 2002; 20 units
pre-sold.
Baytowne Village - 95% 196 Condominium-hotel units for
Gateway sale; construction to begin
September 2000 with scheduled
completion April 2002; 183
units pre-sold.
Baytowne Village - Lofts 95% 8 Loft units for sale;
construction to begin winter
2001 with scheduled completion
winter 2002.
SOLITUDE
Powderhorn Lodge 100% 83 Condominium-hotel units for
sale; construction completed
June 2000; 60 units sold.
Eagle Springs East 100% 47 Condominium-hotel units for
sale; construction started
June 2000 with scheduled
completion July 2001; 28 units
pre-sold.

THREE PEAKS
Estate Lots 50% 148 Single-family lots for sale;
construction of Phase I (102
units) started May 1999 with
scheduled completion September
2000; 101 lots pre-sold.
Construction of Phase II (46
units) started May 1999 with
scheduled completion December
2000.
</TABLE>

22
<PAGE> 25

PROJECTS RECENTLY COMPLETED OR UNDER ACTIVE DEVELOPMENT (CONTINUED)

BLUE MOUNTAIN
Snowbridge Lots 50% 29 Single-family lots for sale;
construction completed
November 1999.
Snowbridge Homes 50% 6 Single-family homes for sale;
construction started December
1999 with scheduled completion
December 2000; 5 units
pre-sold.
Snowbridge Townhomes 50% 40 Townhomes for sale;
construction started October
1999 with scheduled completion
December 2000; fully pre-sold.
Grand Georgian 100% 187 Condominium-hotel units for
sale; construction started
July 2000 with scheduled
completion December 2001; 116
units pre-sold.
</TABLE>

<TABLE>
<CAPTION>
OWNERSHIP TOTAL PROJECT DESCRIPTION AND
PROJECT NAME INTEREST UNITS STATUS AT AUGUST 31, 2000
------------ --------- ----------- -------------------------
<S> <C> <C> <C>

SQUAW VALLEY
First Ascent 100% 139 Condominium-hotel units for
sale; construction started
June 2000 with scheduled
completion November 2001;
fully pre-sold.
22 Station 100% 147 Condominium-hotel units for
sale; construction to begin
spring 2001 with scheduled
completion winter 2002.

MOUNTAIN CREEK
Black Creek Sanctuary 100% 133 Townhomes for sale;
construction of Phase I (42
units) to begin fall 2000 with
scheduled completion summer
2001. Construction of Phase II
(42 units) to begin summer
2001 with scheduled completion
winter 2001. Construction of
Phase III (49 units) to begin
winter 2001 with scheduled
completion summer 2002.
</TABLE>

23
<PAGE> 26

RESORT CLUB

In 1993 Intrawest entered the vacation ownership business through its
wholly owned subsidiary, Intrawest Resort Ownership Corporation ("IROC").
Vacation ownership is a segment of timeshare, a fast-growing sector of the
leisure industry. IROC differs from traditional timeshare companies in that it
offers equity ownership in a club through an innovative point-based membership
system. This system provides members of the club with the flexibility to
vacation in various club locations or at more than 1,600 international resorts
which are part of an exchange program with Interval International, Inc.
("Interval International"). The flexibility of the point-based system, combined
with a focus on a quality resort experience, is designed to meet the changing
vacation needs of the rapidly growing baby boomer and mature markets. According
to information compiled by the American Resort Development Association, the
prime market for timeshare is customers in the 40 to 55 year age range who are
reaching the peak of their earning power and are rapidly gaining more leisure
time. The Company believes it is well positioned to take advantage of these
demographic trends because of the quality of its resorts and locations, the
flexibility of its point-based system, and its program to allow buyers through
the Company's exchange agreements to exchange intervals with Interval
International and Disney Vacation Club as well as at its own locations.

The number of timeshare resorts throughout the world increased from 631 in
1981 to 5,160 at the end of 1998 with a total of 5 million owners worldwide.
From 1987 timeshare sales grew by approximately 15% per year, reaching
approximately $6.1 billion in total worldwide sales in 1998. A significant part
of this success is attributable to the growth of timeshare exchanges which have
increased owner flexibility. Exchange companies, such as Interval International,
allow timeshare owners to turn the fixed asset of a particular week at a
particular location into a tradeable commodity. Of the 5,160 worldwide timeshare
resorts, approximately 95% are affiliated with an exchange company, with such
companies arranging approximately 80% of the timeshare vacations taken worldwide
each year. The Company believes that one of the most significant factors
contributing to the current success of the timeshare industry is the entry into
the market of some of the world's major lodging, hospitality and entertainment
companies, such as The Walt Disney Company, Hyatt Corporation, Four Seasons
Hotels & Resorts and Inter-Continental Hotels and Resorts.

After constructing a club location, IROC transfers ownership of the
vacation units, free and clear of all encumbrances, to a trustee for Club
Intrawest ("Resort Club"), a non-profit, non-stock corporation. In return, IROC
receives the right to sell points (vacation time) to the general public in the
Resort Club accommodation. Each individual purchasing points becomes a member in
the Resort Club with the entitlement to stay at any Resort Club location or at
international resorts through an affiliation with one of the major exchange
agencies. In addition, the Company has a direct exchange agreement with Disney
Vacation Club which allows members of that club and the Resort Club to enjoy
exchange privileges. Each accommodation type at each Resort Club location is
assigned a point value for each day of the year. The point value assigned to
each day depends on the day of the week and season, with higher demand times
carrying a higher point value. The selling price per point is exclusively
controlled by IROC depending upon market conditions.

A member of the Resort Club receives an annual allotment of points in
perpetuity. The points can be utilized in different denominations to vary the
time of year, length of stay, location of vacation and the type of accommodation
used, all subject to availability. Except in the first year of ownership, unused
points may be carried forward (banked) for one year or points may be borrowed
from the next year to complete a vacation reservation. Points may be sold,
transferred or bequeathed, subject to IROC's right of first refusal to purchase
such points.

To date, the first two phases of the resort club locations at Blackcomb and
Tremblant, comprising 85 and 34 units, respectively, have been completed, in
addition to Panorama (4 units), Kauai, Hawaii (10 units) and Palm Desert,
California (24 units). The quality and service levels of the Company's resort
club locations have placed the Resort Club in Interval International's
highest-rated group of worldwide destination resorts. IROC is entitled to sell
approximately 5.7 million points in all phases of its projects when they are
fully built. IROC is also a 50% partner in the planned 311-unit resort club
location within a 36-hole municipally owned golf course community in Palm
Desert, California. Developments in the final planning stage are Vancouver,
British Columbia (28 units), Sandestin, Florida (65 units), Blue Mountain in
Ontario (22 units), Stratton, Vermont (14 units) and Copper Mountain, Colorado
(18 units). Through June 30, 2000, approximately 1.1 million points have been
sold to over 8,000 members for approximately $95 million.

24
<PAGE> 27

Valuable synergies exist between the Resort Club and other Intrawest
operations. Vacation ownership facilities typically have the highest occupancy
rates of any type of resort accommodation which translates into increases in
other revenue sources for Intrawest resorts including lift tickets, food and
beverage, retail and golf. Significant cross-marketing opportunities also exist,
primarily through the sharing of database marketing systems.

COMPETITION

The industries in which the Company operates are highly competitive. The
Company competes with mountain resort areas in the United States, Canada and
Europe for destination visitors and with numerous mountain resorts in each of
the areas in which it operates for day visitors. The Company also competes with
other worldwide recreation resorts, including warm-weather resorts, for vacation
guests. The Company's major North American competitors include the major
Colorado and Utah ski areas, the Lake Tahoe mountain resorts in California and
Nevada, the Quebec and New England mountain resorts and the major ski areas in
the Canadian Rockies. In addition, while the Company's skier visits have
generally increased over the past several years, the numbers of active skiers
and annual skier visits in North America have not changed significantly since
1985. The competitive position of the Company's resorts is dependent upon many
diverse factors such as proximity to population centres, availability and cost
of transportation to the resorts, including direct flight availability by major
airlines, pricing, snowmaking capabilities, type and quality of skiing offered,
duration of the ski season, prevailing weather conditions, quality of golf
facilities, the number, quality and price of related services and lodging
facilities, and the reputation of the resorts.

LEGAL AND REGULATORY MATTERS

The Company currently and from time to time is involved in litigation in
the ordinary course of its business. The Company does not believe that it is
involved in any litigation that will, individually or in the aggregate, have a
material adverse effect on its financial condition or results of operations or
cash flows.

Many of the Company's resorts are subject to suits with respect to personal
injury claims related principally to skiing activities at each resort. The
Company maintains liability insurance that it considers adequate to insure
claims related to usual and customary risks associated with the operation of a
ski resort.

There are no financially material environmental protection requirements in
connection with Intrawest's resort operations.

NON-RESORT ASSETS

OVERVIEW

In 1994 the Company determined that it would concentrate its business on
its resort ownership and resort real estate development activities and would
dispose of the Non-Resort Assets. Since that time, the Company has disposed of
the majority of the Non-Resort Assets. At a meeting of shareholders of the
Company held in March 1997, the shareholders approved the Share Capital
Reorganization designed to separate the Non-Resort Assets from the rest of the
Company's business. Under the Share Capital Reorganization, each existing Common
Share was exchanged, on March 14, 1997, for one new Common Share and one NRP
Share. The new Common Shares have the same attributes as the Common Shares which
existed prior to the Share Capital Reorganization and the NRP Shares represented
the net equity of the Non-Resort Assets as at December 31, 1996 (that is, the
value of these assets less the liabilities of the non-resort related business
operations of the Company). The book value of the net equity of the Non-Resort
Assets as at December 31, 1996 was Cdn.$88.5 million or Cdn.$3.82 per NRP Share.

The Company expects that the remaining Non-Resort Assets will be disposed
of in an orderly manner, and the net cash flow from the Non-Resort Assets will
be distributed to the holders of the NRP Shares, primarily by way of redemption,
over the next two years. Any gains or losses generated by the disposition of
Non-Resort Assets will be for the account of the NRP Shares only and will not
affect the computation of earnings per Common Share.

In November 1999 the Company's shareholders passed resolutions to reduce
the redemption price of the NRP Shares from Cdn.$3.82 to Cdn.$2.65 per share and
to permit the Company to purchase NRP Shares. During

25
<PAGE> 28

fiscal 2000 the Company used Cdn.$0.1 million to purchase 62,900 NRP Shares
under the Company's normal course issuer bid at an average cost of Cdn.$1.74.

The following redemptions have been made to date.

<TABLE>
<CAPTION>
NUMBER OF NRP
SHARES APPROXIMATE REDEMPTION AMOUNT
DATE OF REDEMPTION REDEEMED PERCENTAGE PER NRP SHARE
------------------ ------------- ----------- -----------------
(%) CDN.$
<S> <C> <C> <C>
September 30, 1997....................................... 2,360,000 10 3.82
September 30, 1998....................................... 5,460,000 25 3.82
September 30, 1999....................................... 3,350,000 20 3.82
January 1, 2000.......................................... 4,020,000 30 2.65
April 1, 2000............................................ 1,876,000 20 2.65
</TABLE>

The Company has announced that it plans to redeem on October 1, 2000
1,200,000 of the NRP Shares at a redemption amount of Cdn.$2.65 per NRP Share.
The number of NRP Shares to be redeemed on such date represents approximately
15% of the outstanding NRP Shares.

NON-RESORT PROPERTIES

Set out below is a brief description of each of the Company's remaining
non-resort properties.

AIRCARE, GREATER VANCOUVER, BRITISH COLUMBIA. The Company holds a 50%
interest in a partnership which owns 12 vehicle emission testing stations
located in 10 Greater Vancouver municipalities. The partnership leases the
testing stations to an operator which has a contract with the Greater Vancouver
Regional District to provide vehicle emission tests. The contract, which expires
on September 1, 2006, provides for annual rental payments to the partnership of
Cdn.$2.75 million. At June 30, 2000, the book value of the Company's interest in
the property and the related debt were Cdn.$7.6 million and Cdn.$6.5 million,
respectively.

GATEWAY, SURREY, BRITISH COLUMBIA. The Company holds a 50% interest in
this property which comprises 4.5 acres of vacant land adjacent to the Gateway
SkyTrain rapid transit station. The land, which is zoned for commercial
purposes, can accommodate approximately 975,000 square feet of office
development. The office leasing market in Surrey has slowed in the past few
years with an increase in vacancy rates and a reduction in new development
activity. In addition, the large size of the site limits the number of potential
purchasers. As a result, at June 30, 1999, the Company's interest in this
property was written down by Cdn.$3 million to Cdn.$7.1 million. There is no
debt against this property. It may take 12 months or longer to realize on this
property.

NON-RESORT RECEIVABLES

Effective April 1, 1994, Intrawest sold to two partnerships (the
"Partnerships") substantially all of the direct and indirect interests of the
Company in its non-resort residential and industrial development properties in
British Columbia and Washington State. Part of the consideration received by the
Company for the bulk sale of non-resort properties to the Partnerships was a
note receivable for Cdn.$31.7 million. The Company also provided the
Partnerships with various credit facilities, including a Cdn.$7 million
revolving line of credit and a non-revolving loan for Cdn.$1.8 million to fund
costs in connection with a specific property. These loans earn interest at prime
plus 2% per annum.

The non-resort amounts receivable at June 30, 2000 comprised Cdn.$9.6
million from the Partnerships and Cdn.$0.4 million from other parties. The
receivables from the Partnerships at such date included two major components:

-- Cdn.$2,320,000 deferred purchase price; and

-- Cdn.$6,971,000 revolving line of credit (maximum available
Cdn.$7,000,000).

In addition, the Partnerships owed accrued interest and fees amounting to
Cdn.$0.3 million at June 30, 2000.

Effective September 30, 1999, the Company and the Partnerships agreed to
modify the terms of repayment of the balance of the deferred purchase price and
the credit facilities. Subsequent to the agreement Cdn.$11,040,000 of the
deferred purchase price and the entire balance of the Cdn.$1.8 million
non-revolving loan have been repaid to date. A repayment of Cdn.$1,000,000 of
the deferred purchase price is required on January 31, 2001, subject to the
right to defer such payment for up to six months. Availability under the line of
credit will continue with a maximum borrowing limit of Cdn.$7 million until
January 31, 2001. Thereafter the maximum limit will be reduced to

26
<PAGE> 29

Cdn.$6 million until July 31, 2001 and thereafter to Cdn.$4 million until the
availability terminates on January 31, 2002. The deferred purchase price will
bear interest at 10% per annum payable semi-annually on the same dates as the
principal repayments. Interest on the line of credit will be at prime plus 2%
per annum payable monthly.

NON-RESORT LIABILITIES

At June 30, 2000, the non-resort liabilities totaled Cdn.$7.3 million,
Cdn.$6.5 million of which related to the AirCare property.

EMPLOYEES

The Company has approximately 4,800 year-round employees and 11,200
additional peak-season employees. Approximately 100 of Tremblant's and Mont Ste.
Marie's year-round employees and over 90% of their additional peak-season
employees are members of the unions Le Syndicat Des Travailleurs(euses) de La
Station du Mont Tremblant and Le Syndicat Des Travailleurs(euses) du Mont Ste.
Marie. The current contracts with the unions expire on October 31, 2000 for
Tremblant and December 7, 2002 for Mont Ste. Marie. None of the employees in
Intrawest's other resorts are members of a union. The Company believes that its
employee relations are good.

SELECTED CONSOLIDATED FINANCIAL INFORMATION

The selected consolidated financial information presented below should be
read in conjunction with "Management's Discussion and Analysis" and the
consolidated financial statements and notes thereto included elsewhere in this
Annual Information Form.

FIVE YEAR SUMMARY
(in millions of dollars except per share amounts)

<TABLE>
<CAPTION>
JUNE 30
--------------------------------------------------
2000 1999 1998 1997 1996
-------- -------- -------- -------- ------
<S> <C> <C> <C> <C> <C>
BALANCE SHEET
Total assets.................................. $1,717.4 $1,492.2 $ 999.2 $ 795.3 552.7
Bank and other indebtedness................... 833.2 727.1 417.5 354.8 278.5
Shareholders' equity.......................... 511.3 538.5 445.2 360.8 212.9
</TABLE>

<TABLE>
<CAPTION>
YEARS ENDED JUNE 30
--------------------------------------------------
2000 1999 1998 1997 1996
-------- -------- -------- -------- ------
<S> <C> <C> <C> <C> <C>
REVENUE AND EARNINGS
Total revenue................................. $ 815.3 $ 609.6 $ 424.4 $ 284.7 $208.1
Cash flow from continuing operations.......... 122.5 90.6 67.9 42.3 26.3
Income from continuing operations............. 52.1 38.6 30.3 20.7 14.4
Results of discontinued operations............ (0.1) (4.6) (1.4) (0.9) (1.5)
Net income.................................... 52.0 34.1 28.9 19.8 12.9
PER COMMON SHARE
Income from continuing operations............. $ 1.20 $ 0.96 $ 0.88 $ 0.74 $ 0.63
Net income.................................... 1.20 0.96 0.88 0.77 0.56
Dividends..................................... 0.11 0.11 0.11 0.12 0.12
</TABLE>

27
<PAGE> 30

QUARTERLY SUMMARY
(in millions of dollars except per share amounts)

<TABLE>
<CAPTION>
2000 1999
------------------------------------- -------------------------------------
QUARTERS QUARTERS
------------------------------------- -------------------------------------
1ST 2ND 3RD 4TH 1ST 2ND 3RD 4TH
------- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Total revenue............... $125.7 $146.1 $308.1 $235.4 $ 83.7 $100.8 $258.6 $ 166.6
Cash provided by continuing
operating activities...... (7.8) (36.5) 75.9 31.0 (10.5) (52.0) 74.8 1.7
Income (loss) from
continuing operations..... (3.2) 4.3 47.7 3.3 (1.7) 1.9 35.9 2.6
Results of discontinued
operations................ 0.2 (0.2) 0.5 (0.6) 0.2 (0.1) 0.0 (4.6)
Net income (loss)........... (3.0) 4.1 48.1 2.7 (1.6) 1.8 35.9 (2.0)
Per Common Share:
Income (loss) from
continuing
operations............. (0.07) 0.10 1.10 0.08 (0.04) 0.05 0.90 0.06
Net income (loss)......... (0.07) 0.10 1.10 0.08 (0.04) 0.05 0.90 0.06
</TABLE>

SEGMENTED INFORMATION
(in thousands of dollars)

<TABLE>
<CAPTION>
YEARS ENDED JUNE 30
--------------------------
2000 1999
---------- ----------
<S> <C> <C>
INDUSTRY SEGMENTS
Revenue
Ski and resort............................................ $ 394,630 $ 340,205
Real estate............................................... 348,360 221,235
Warm-weather.............................................. 57,511 42,320
Corporate and all other................................... 14,782 5,865
---------- ----------
$ 815,283 $ 609,625
========== ==========
Operating income before interest, depreciation and
amortization, and income taxes
Ski and resort............................................ $ 85,136 $ 75,947
Real estate............................................... 62,874 43,865
Warm-weather.............................................. 8,552 5,637
Corporate and all other................................... 14,782 5,865
---------- ----------
171,344 131,314
Less:
Interest.................................................. (35,217) (24,813)
Depreciation and amortization............................. (51,399) (40,199)
General and administrative................................ (7,985) (7,384)
---------- ----------
(94,601) (72,396)
---------- ----------
$ 76,743 $ 58,918
========== ==========
</TABLE>

28
<PAGE> 31

<TABLE>
<CAPTION>
YEARS ENDED JUNE 30
--------------------------
2000 1999
---------- ----------
<S> <C> <C>
Segment assets (at period-end)
Ski and resort............................................ $ 696,406 $ 633,487
Real estate............................................... 578,915 460,903
Warm-weather.............................................. 104,153 84,618
Corporate and all other................................... 321,081 266,655
Discontinued operations................................... 16,800 46,521
---------- ----------
$1,717,355 $1,492,184
========== ==========
Capital acquisitions
Ski and resort............................................ $ 103,303 $ 138,660
Real estate............................................... -- 3,858
Warm-weather.............................................. 15,311 5,535
Corporate and all other................................... 6,501 5,476
---------- ----------
$ 125,115 $ 153,529
========== ==========
GEOGRAPHIC INFORMATION
Revenue
Canada.................................................... $ 336,320 $ 260,415
United States............................................. 478,963 349,210
---------- ----------
$ 815,283 $ 609,625
========== ==========
Operating income before income taxes, non-controlling
interest and results of discontinued operations
Canada.................................................... $ 52,520 $ 40,718
United States............................................. 24,223 18,200
---------- ----------
$ 76,743 $ 58,918
========== ==========
Identifiable assets (at period-end)
Canada.................................................... $ 777,762 $ 658,714
United States............................................. 922,793 786,949
Discontinued operations................................... 16,800 46,521
---------- ----------
$1,717,355 $1,492,184
========== ==========
</TABLE>

DIVIDEND POLICY

Since 1991 the Company has paid regular, semi-annual dividends of Cdn.$0.08
per Common Share to its shareholders. Future dividends will be paid at the
discretion of the Company's board of directors and will be subject to the
Company's earnings, financial condition, capital requirements and such other
factors as are deemed relevant by the Company's board of directors.

The indentures governing the Company's U.S. notes impose certain
limitations on the declaration or payment of cash dividends and other
distributions on the Common Shares of the Company, including provisions which,
subject to certain adjustments and exceptions, restrict the amount of such
dividends or distributions to an amount, calculated on a cumulative basis, to be
not greater than the sum of, among other items, net cash proceeds from the
issuance of equity and 50% of consolidated net income from specified dates.

29
<PAGE> 32

MANAGEMENT'S DISCUSSION AND ANALYSIS

The following discussion of the operating results and financial position of
Intrawest should be read in conjunction with the consolidated financial
statements and notes thereto included elsewhere in this Annual Information Form.

KEY FINANCIAL OBJECTIVES

Over the past few years the Company has been acquiring and expanding its
portfolio of assets and the focus has now changed from building the platform for
future growth, to improving returns on the existing asset base. Fiscal 2000 was
a transition year. Only one small acquisition was made -- Swaneset, a golf and
country club in metropolitan Vancouver. Capital expenditures were reduced by
approximately 18% from last year and they will decline further in the future. On
the real estate side of the business, the marketability of all of the Company's
properties has now been proven with successful first-time sales launches during
the year at Blue Mountain, Sandestin and Squaw Valley. The pace of investment in
infrastructure is expected to decline over the next 24 months as the villages at
the Company's resorts reach greater maturity.

The Company's key financial objectives over the next few years are clearly
defined.

- Maintain earnings per share growth of at least 20% per annum.

- As resort villages are built out, increase operating profit margins as
Intrawest's resort model takes effect.

- Focus on increasing free cash flow and maximizing returns on capital.

- Combine the capital of other parties with in-house expertise to carry
out new business opportunities.

- Maintain a conservative risk profile in both the operations and real
estate businesses.

- Sell non-core assets and redeploy capital in more profitable or
higher-returning businesses.

CHANGE IN REPORTING CURRENCY

At the beginning of fiscal 2000, the Company changed its reporting currency
from Canadian to U.S. dollars. This change was made in response to the recent
growth in the Company's U.S. asset and revenue base (more than 60% of both
assets and revenue was expected to be U.S.-based in fiscal 2000), the Company's
increasing profile in the U.S. investment community and the Company's desire to
gain closer comparability with other publicly traded leisure companies. UNLESS
OTHERWISE STATED, ALL DOLLAR AMOUNTS IN THIS MANAGEMENT'S DISCUSSION AND
ANALYSIS AND IN THE CONSOLIDATED FINANCIAL STATEMENTS THAT FOLLOW IT ARE IN U.S.
DOLLARS.

OPERATING HIGHLIGHTS

The operating highlights for the year include:

- A 33.7% increase in total revenue from $609.6 million to $815.3 million,
with ski and resort revenue increasing 18.2% and real estate sales
revenue increasing 58.2%.

- A 34.9% increase in income from continuing operations to $52.1 million
and a 25.0% increase in income per share from continuing operations to
$1.20. The per share amount reflects a 7.8% increase in the weighted
average number of shares outstanding in 2000.

- A 14.8% increase in operating profit from ski and resort operations and
a 44.3% increase in operating profit from real estate sales.

- A 28.4% increase in Total Company EBITDA from $128.8 million to $165.4
million. Total Company EBITDA is computed as income before interest
(including previously capitalized interest in real estate cost of
sales), taxes, non-controlling interest, depreciation and amortization.
It is not a term that has an established meaning under generally
accepted accounting principles; however, management believes it is an
important measure of operating performance.

30
<PAGE> 33

REVIEW OF SKI AND RESORT OPERATIONS

The following table highlights the results of the ski and resort operations
business.

<TABLE>
<CAPTION>
2000 1999 CHANGE
--------- --------- ------
<S> <C> <C> <C>
Skier visits(1)............................................. 5,694,000 5,791,000 (1.7%)
Revenue ($millions)......................................... 452.1 382.5 18.2%
EBITDA ($millions).......................................... 93.7 81.6 14.8%
Margin...................................................... 20.7% 21.3%
</TABLE>

---------------

(1) All resorts are at 100% except Mammoth at 59% and Blue Mountain at 50%.

Revenue from ski and resort operations increased 18.2% from $382.5 million
in 1999 to $452.1 million in 2000. Revenue from mountain resorts increased 16.0%
from $340.2 million to $394.6 million while revenue from warm-weather resorts
increased 35.9% from $42.3 million to $57.5 million.

MOUNTAIN RESORTS

The $54.4 million increase in mountain resort revenue was due to:

<TABLE>
<CAPTION>
($MILLIONS)
<S> <C>
Timing of acquisitions in 1999.............................. $17.2
Reduction in skier visits................................... (7.6)
Increase in revenue per skier visit......................... 36.5
Increase in non-skier visit revenue......................... 8.3
-----
$54.4
=====
</TABLE>

The Company acquired its 50% interest in Blue Mountain and its 45% interest
in Alpine in the third quarter of 1999. Intrawest Vacations was purchased in the
fourth quarter of 1999 and contributed no revenue in that year. The impact of
including a full year of revenue for these businesses in 2000 versus a partial
year of revenue in 1999 was $17.2 million.

Skier visits decreased 1.7% from 5,791,000 in 1999 to 5,694,000 in 2000.
Skier visits declined 0.4% at the Company's Canadian resorts and 3.3% at its
U.S. resorts. Weaker than expected millennium bookings and fears over possible
repercussions from the Y2K problem impacted business across the entire travel
sector during the important Christmas/New Year period and into January. The
1999/2000 winter season was also generally a difficult one for weather. In the
northeast, the season started slowly and ended prematurely due to unusually warm
weather, and the late timing of Easter impacted skier visits further in that
region. Lack of snow at the start of the season in Colorado and California
reduced skier visits at Copper and Mammoth. Mammoth had purchased skier visit
insurance and collected $0.7 million under the policy. Skier visits at Copper
were also impacted by construction of the central four buildings in the new
village. Only Whistler/Blackcomb, Panorama and Snowshoe showed an increase in
skier visits over 1999 with each resort registering all-time record skier
visits. The impact of the reduction in skier visits in 2000 was estimated to
decrease mountain resort revenue by $7.6 million.

Revenue per skier visit increased 12.1% from $51.89 in 1999 to $58.19 in
2000. Revenue per skier visit increased at every one of the Company's resorts
ranging from 7% at Copper, Snowshoe and Mammoth to 32% at Mountain Creek.
Revenue per skier visit is a function of ticket prices and ticket yields, and
revenue from non-ticket sources includes retail and rental stores, lodging, ski
school and food services. Ticket yields reflect the mix of ticket types (e.g.,
adult, child, season pass and group), the proportion of day versus destination
visitors (destination visitors tend to be less price sensitive), and the amount
of discounting of full-price tickets. Revenue per visit from non-ticket sources
is also influenced by the mix of day versus destination visitors, the affluence
of the visitor base, and the quantity and type of amenities and services offered
at the resort.

The Company's strategy at all of its resorts is to offer the highest
quality product within its market area at a premium ticket price. In addition,
the strong competitive position of each of the Company's resorts, created by the
resort villages and the significant capital investments that have been made over
the past few years, helps to attract destination visitors and reduces reliance
on discounts to attract local visitors in favor of committed regional visitors.
During 2000 the Company moved to a variable pricing policy at most of its
resorts, adjusting ticket prices depending on peak or non-peak season and
holidays. The effective ticket price (i.e., total ticket revenue divided by
total skier

31
<PAGE> 34

visits) across all of the Company's resorts was 11.1% higher in 2000 than in
1999. On average, ticket prices increased by 3.3% and the balance of the
increase in effective ticket price in 2000 was due to ticket mix and yield
management. The impact of these factors was to increase revenue by $15.8
million.

Revenue per visit from non-ticket sources increased 13.3% in 2000. The
strongest performance was in retail and rental, which increased 18.2% mainly
because of new or renovated stores at Whistler/Blackcomb (including the
acquisition of two Westbeach stores), Tremblant and Snowshoe. Lodging and
property management revenue per visit increased 15.6% due both to growth in the
inventory of managed properties and to yield improvements. The construction
completion of several condo-hotel properties in advance of the ski season
increased the available room inventory by 9.3% and revenue per available room
(REVPAR) increased by 7.6% across the mountain resorts. Revenue per visit from
food and beverage increased 8.2% with improvements at Whistler/Blackcomb,
Mountain Creek and Mammoth being partially offset by declines at Tremblant and
Snowshoe. The overall impact of increases in revenue per visit from non-ticket
sources was to increase revenue by $20.7 million.

For the purposes of this analysis, non-skier visit revenue comprises
revenue from golf and other summer activities and revenue from businesses such
as Alpine and Breeze which do not have skier visits. During 2000 the Company
opened new golf courses at Mammoth and Panorama and revenue from existing
mountain resort courses increased 20.4% compared with 1999. Revenue from other
summer activities also increased at each of the mountain resorts as the
Company's strategy to grow its revenue through all four seasons began to show
positive results. Alpine experienced a strong winter season with year-over-year
revenue growth of 11.1% while revenue at Breeze was approximately the same in
2000 as 1999 due primarily to weather factors in Colorado and to a significant
decline in destination visitors to that state. Overall non-skier visit revenue
increased by $8.3 million in 2000.

WARM-WEATHER RESORTS

The $15.2 million increase in warm-weather resort revenue in 2000 was due
to the acquisition of Swaneset, which added $3.9 million of revenue, and to
increased revenue at both Sandestin and Raven. Revenue at Sandestin increased
32.9% with significant improvements in lodging, golf, and food and beverage
revenue. A re-focused marketing program initiated last year resulted in a 16.5%
increase in occupied room nights in 2000. This higher occupancy and the
completion of the fourth golf course during the year generated a 58.9% increase
in golf revenue. Revenue at Raven increased 6.9% in 2000. The number of rounds
played was approximately the same in both years, with revenue per round higher
in 2000.

The factors described above changed the composition of ski and resort
operations revenue as follows:

<TABLE>
<CAPTION>
2000 1999
----------------------- ----------------------- INCREASE PERCENTAGE
REVENUE PROPORTION REVENUE PROPORTION IN REVENUE INCREASE
---------- ---------- ---------- ---------- ---------- ----------
(MILLIONS) (%) (MILLIONS) (%) (MILLIONS) (%)
<S> <C> <C> <C> <C> <C> <C>
Mountain operations................. $177.1 39.2 $155.6 40.7 $21.5 13.8
Retail and rental shops............. 72.8 16.1 65.0 17.0 7.8 12.0
Food and beverage................... 60.1 13.3 54.8 14.3 5.3 9.7
Lodging and property management..... 53.5 11.8 38.4 10.0 15.1 39.3
Ski school.......................... 25.8 5.7 22.2 5.8 3.6 16.2
Golf................................ 30.9 6.8 21.3 5.6 9.6 45.1
Other............................... 31.9 7.1 25.2 6.6 6.7 26.6
------ ----- ------ ----- ----- ----
$452.1 100.0 $382.5 100.0 $69.6 18.2
====== ===== ====== ===== ===== ====
</TABLE>

Since 1995 the proportion of revenue from mountain operations (i.e. lift
tickets and heli-skiing) has fallen from 52.6% to 39.2%. This trend is likely to
continue as the resort villages are built out, expanding the inventory of
lodging units and changing the customer mix in favor of destination visitors who
spend more on retail and rental, ski school, and food and beverage.

Ski and resort operations expenses increased from $300.9 million in 1999 to
$358.5 million in 2000, in line with the increase in ski and resort operations
revenue. EBITDA from ski and resort operations increased 14.8% from $81.6
million in 1999 to $93.7 million in 2000. The EBITDA margin was 20.7% in 2000
compared with 21.3% in 1999. The margin in 2000 was impacted by the
weaker-than-expected millennium bookings and by the difficult weather
conditions, which necessitated constant rebuilding of the snow base. Not only
were visits reduced during the normally high-margin Christmas period, but the
mix of visits was changed with relatively fewer destination visitors

32
<PAGE> 35

because people were not travelling. A significant decline in destination
visitors to Colorado (mainly because of below-average snow conditions for the
past two seasons) reduced EBITDA from Breeze. The moderate decline in EBITDA
margin at the mountain resorts was partially offset by an increased margin at
the warm-weather resorts from 13.2% in 1999 to 16.0% in 2000. The Company
expects margins going forward to increase at both the mountain resorts and the
warm-weather resorts as its villages mature, driving higher mid-week destination
visits, and as it takes further advantage of economies of scale.

REVIEW OF RESORT REAL ESTATE OPERATIONS

The following table highlights the results of the real estate business.

<TABLE>
<CAPTION>
2000 1999 CHANGE
----- ----- ------
<S> <C> <C> <C>
Units delivered............................................. 1,317 1,126 17.0%
Revenue ($millions)......................................... 341.5 215.9 58.2%
Operating profit ($millions)................................ 59.6 41.3 44.3%
Margin...................................................... 17.5% 19.1%
</TABLE>

Revenue from the sale of real estate increased 58.2% from $215.9 million in
1999 to $341.5 million in 2000. The increase was due to volume and price
increases in the traditional real estate business and to significantly higher
revenue in the resort club (timeshare) business. Real estate revenue increased
8.0% at the Company's Canadian resorts and 84.6% at its U.S. resorts.

A total of 443 units were delivered at the Company's Canadian resorts in
2000 compared with 496 units last year. The average price per unit increased
20.9% from Cdn.$237,000 in 1999 to Cdn.$286,000 in 2000 due to the mix of
resorts and product types. Comparatively more units were delivered at
higher-priced Whistler/Blackcomb and comparatively less at Tremblant and
Panorama in 2000 than in 1999. Furthermore the Company delivered more than twice
as many townhouses and 43% fewer condo-hotel units in 2000 than in 1999.
Condo-hotel units typically have a higher price per square foot than townhouses
but a lower absolute price because of their smaller size.

The Company delivered 874 units at its U.S. resorts in 2000 compared with
630 units in 1999. Solitude and Three Peaks closed units for the first time in
2000 and significantly more units were closed at Copper and Mammoth than in
1999. The average price per unit was $285,000 in 2000 (after adjusting the
number of units for the impact of joint ventures at Keystone and Sandestin), up
from $267,000 in 1999. The mix of product types at U.S. resorts was similar in
2000 and 1999, approximately 70% condo-hotel, 10% townhouse and 20%
single-family lots.

The Resort Club generated $29.2 million in sales revenue in 2000, up 87.2%
from $15.6 million in 1999. The opening of the new club location at Palm Desert,
California accounted for 22.6% of this increase. The balance of the increase was
attributable to a 42.7% increase in the number of points sold at the Blackcomb
and Tremblant club locations and two price increases during the year totaling
approximately 10%. The significant improvement in sales at Blackcomb and
Tremblant was due to the implementation of a variable pricing policy and changes
within the sales and marketing organization. These changes included the
establishment of a 100-seat call centre in Vancouver and a special team to
handle referral and add-on point sales to existing members. Revenue from member
referrals and add-on points increased 40% in 2000 to $2.6 million reflecting
high member satisfaction and growing acceptance of the Resort Club's unique
points system.

Standard real estate accounting practice requires that all costs in
connection with the development of real estate be capitalized to properties
under development and then expensed in the period when the properties are
delivered and the revenue is recognized. Such costs include general and
administrative costs of personnel directly involved in the development,
construction and sale of real estate as well as interest on specific real estate
debt and on the portion of general corporate debt used to fund real estate
development expenditures. The amount of capitalized real estate costs has
increased proportionately with the ramp-up in real estate production from
approximately 500 units per year in 1996 to approximately 1,500 in 2000.

Operating profit from resort real estate sales increased 44.3% from $41.3
million in 1999 to $59.6 million in 2000. The profit margin was 17.5% in 2000
compared with 19.1% in 1999. The decline in margin in 2000 was due mainly to the
mix of resorts and particularly the maturity of their villages. Normally margins
are lower in the early years of development of a resort. There are a number of
reasons for this.

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<PAGE> 36

- Land and infrastructure costs are estimated for the entire build-out of
a resort and the resulting total cost is allocated to projects on the
basis of buildable area. The land and infrastructure cost per buildable
square foot is therefore relatively fixed for all the developable units
at a resort. Since sales prices escalate over time, margins rise as
villages mature.

- As the resort is built out, supply and demand factors tend to increase
sales prices faster than project costs. In addition, enhancements to the
resort during build-out (e.g., capital improvements on the mountain or
reaching critical mass in the village) will increase demand for (and
therefore the prices of) real estate.

Intrawest's historical real estate experience at Blackcomb, Tremblant and
Keystone confirms this trend. At Tremblant, for example, margins realized on the
first two condo-hotel projects built in the village in 1993 and 1994 were
approximately half the margins on later and current condo-hotel projects.

The first condo-hotel projects in the new villages at Copper, Mammoth and
Solitude completed construction during 2000. The villages at each of these
resorts are in the early stage of development. Sales at these resorts accounted
for 32.4% of the Company's total real estate sales in 2000 (compared with 6.6%
in 1999) and the margin on these sales was 14.2%. This compares with an average
margin of 22.4% in 2000 at Whistler/Blackcomb, Tremblant and Keystone.

As of August 31, 2000, the Company had pre-sold 1,158 units for
approximately $390 million which it expects to close in fiscal 2001 and a
further 425 units for approximately $190 million due to close in fiscal 2002.
Intrawest follows a conservative accounting policy for real estate sales whereby
it does not recognize any revenue until title to a completed unit has been
transferred to a purchaser and the Company has received the full cash proceeds.
The Company's strategy of pre-selling real estate projects before the start of
construction reduces market risk and helps to maintain margins since sales
concessions are not required and holding costs are more readily determinable.
Furthermore, pre-selling real estate increases the predictability of real estate
earnings.

RENTAL PROPERTIES

The majority of the condo-hotel projects the Company develops contain
ground-level retail space which is either leased to third-party operators or
used by the Company for its own sports shops. At June 30, 2000, the Company
owned 341,000 square feet of commercial space compared with 310,000 square feet
at the end of the previous year. Rental revenue derived from third party
operators increased from $5.4 million in 1999 to $6.9 million in 2000. The
increase was due to additional leasing from recently completed condo-hotel
properties at Tremblant, Keystone and Snowshoe. Operating profit from rental
properties increased from $2.6 million in 1999 to $3.3 million in 2000, in line
with the increase in rental revenue.

REVIEW OF CORPORATE OPERATIONS

INTEREST AND OTHER INCOME

Interest and other income increased from $3.7 million in 1999 to $12.4
million in 2000. During 2000 the Company sold its investment in a property
management business in Whistler/Blackcomb and recorded a gain of $5.2 million.
The Company offers central reservations to many hotel and rental management
partners at Whistler/Blackcomb through its division Resort Reservations
Whistler, and ownership of a property management company was no longer
considered necessary to the Company's success in the resort. The balance of the
increase in interest and other income was due mainly to higher fee income and
miscellaneous gains.

The Company's investment in Compagnie des Alpes generated $2.3 million of
earnings in 2000 compared with $2.1 million in 1999. Compagnie des Alpes
experienced record revenues and profits during 2000.

INTEREST COSTS

The Company incurred total interest costs of $66.4 million in 2000 compared
with $50.6 million in 1999. Interest on the $135 million debentures issued in
January 2000 along with a full year of interest on the $200 million debentures
issued in 1999 accounted for $11.2 million of the increase. Proceeds from the
$135 million debentures were initially used to reduce the Company's revolving
credit facility, a portion of which was subsequently redrawn and invested in the
extensive real estate development program. The balance of the change in interest
costs was mainly due to increased construction financing.

34
<PAGE> 37

Interest incurred is either capitalized to real estate properties and
resort assets under development or charged to income. Interest capitalized to
real estate assets is subsequently expensed (as a component of real estate
costs) in the period when those properties are delivered. During 2000 $46.6
million of interest incurred was charged to income -- $35.2 million as interest
expense, $10.9 million as a component of real estate costs, and $0.5 million in
discontinued operations. By comparison, in 1999 a total of $31.7 million of
interest incurred was charged to income. In addition, real estate costs for 2000
and 1999 included $5.9 million and $4.8 million, respectively, of interest that
was incurred and capitalized to properties in prior years, principally 1999.

DEPRECIATION AND AMORTIZATION

Depreciation and amortization expense increased from $40.2 million in 1999
to $51.4 million in 2000. A full year of depreciation expense for the resorts
and businesses acquired part way through 1999 accounted for $1.7 million of the
increase and the balance of the increase was due mainly to depreciation of
capital expenditures made at the resorts during 2000. Capital expenditures are
planned to decline by 20-25% in 2001 and 2002 and as a result the growth in
depreciation and amortization will flatten out in the future.

GENERAL AND ADMINISTRATIVE COSTS

All general and administrative costs incurred by the resorts are included
in ski and resort operation expenses. Similarly, general and administrative
costs incurred in the development of real estate are initially capitalized to
properties, and then expensed to real estate costs in the period when the
properties are delivered. Corporate general and administrative costs, which
mainly comprise certain executive employee costs, public company costs, audit
and legal fees, and capital taxes, increased from $7.4 million in 1999 to $8.0
million in 2000. As a percentage of revenues, corporate general and
administrative costs declined from 1.2% in 1999 to 1.0% in 2000. The Company
continually reviews its overhead costs and has instituted procedures to reduce
or eliminate costs where appropriate.

INCOME TAXES

The Company provided for income taxes of $15.4 million in 2000 compared
with $13.5 million in 1999. This equates to an effective tax rate of 20.1% in
2000, down from 22.9% in 1999. The lower rate was due mainly to a change in the
Company's policy of accounting for income taxes.

The Canadian Institute of Chartered Accountants has changed the accounting
standard related to income taxes from the deferred method to the asset and
liability method. The differences between the two methods are explained in note
1(n) to the Consolidated Financial Statements. The adoption of the asset and
liability method brings generally accepted accounting principles (GAAP) in
Canada closer to GAAP in the United States.

The Company adopted the new standard retroactively to July 1, 1999 without
restating the financial statements of any prior year. Due to the number of
acquisitions that the Company has made over the past few years, the impact of
the change on the Company's balance sheet was significant. The cumulative effect
of differences between the accounting and tax bases of assets and liabilities,
amounting to $57.5 million at July 1, 1999, was charged against retained
earnings in 2000 with a corresponding increase mainly to future income taxes
payable. The benefit of this charge to retained earnings will be felt in future
years (as well as in 2000) through a somewhat lower income tax expense.

NON-CONTROLLING INTEREST

The Company has a 23% limited partner in the two partnerships which own
Whistler/Blackcomb and there is a 5% non-controlling interest in Sandestin. The
results of all three entities are fully consolidated into the Company's
financial statements with the outside partner's share of earnings shown as
non-controlling interest. Non-controlling interest increased from $6.8 million
in 1999 to $9.3 million in 2000. Approximately half of the increase was due to
the gain on sale of the property management business referred to above in
"Interest and Other Income" and the balance was due to increased operations and
real estate earnings at both Whistler/Blackcomb and Sandestin.

DISCONTINUED OPERATIONS

The consolidated financial statements disclose the results of the Company's
non-resort business as discontinued operations. The discontinued operations
incurred a loss of $0.1 million in 2000 compared with a loss of $4.6 million
(including $3.5 million of property write-downs) in 1999. During 2000 the
Company sold $11.2 million of

35
<PAGE> 38

non-resort properties including Whitemud Crossing Shopping Centre in Edmonton
and the remaining units in the Coach Hill project in Calgary.

At June 30, 2000, the Company had $16.8 million of remaining non-resort
assets, mainly comprising two properties -- the AirCare vehicle emission testing
centres and the Gateway commercial land site -- and a receivable of $6.4 million
related to an earlier sale of non-resort properties (see note 19 to the
Consolidated Financial Statements). The liquidation of these remaining
non-resort assets has no impact on the common shareholders. The net income or
loss generated by the non-resort assets accrues to the holders of the non-resort
preferred ("NRP") shares and the net cash flow from these assets can only be
used to redeem NRP shares. During 2000 the Company used $19.5 million to redeem
9,246,000 NRP shares and a further $0.1 million to purchase 62,900 NRP shares
under the Company's normal course issuer bid at an average cost of Cdn.$1.74.

Up to June 30, 1999, the results of discontinued operations were included
in retained earnings. During 2000 the Company's shareholders passed a resolution
to reduce the redemption price of the NRP shares from Cdn.$3.82 to Cdn.$2.65 per
share. As a result, the cumulative loss from discontinued operations since the
creation of the NRP shares, amounting to $7.6 million, was charged against NRP
share capital and retained earnings was increased by the same amount.

LIQUIDITY AND CAPITAL RESOURCES

ANALYSIS OF CASH FLOWS

Intrawest generally funds its operating and capital requirements from cash
flow from operations, bank and other indebtedness, and equity issues. Since 1996
the Company has been acquiring and upgrading its portfolio of resorts and
ramping up its production of real estate units, and although cash flow from
operations grew at an average annual rate of 47.5%, it has been insufficient to
fund the Company's growth. During this period approximately one-quarter of the
$1.2 billion increase in total assets has been funded by cash flow from
operations and the balance from debt, equity and other sources. This trend is
now changing and in 2000 only $70.9 million of net new financing was required to
fund the Company's growth compared with $341.4 million in 1999.

The major sources and uses of cash in 2000 and 1999 were as follows.

<TABLE>
<CAPTION>
2000 1999 CHANGE
------ ------ ------
($MILLIONS)
<S> <C> <C> <C>
Cash flow from continuing operations........................ 122.5 90.6 31.9
Net new investment in real estate properties developed for
sale...................................................... (83.4) (86.9) 3.5
Expenditures on acquisitions................................ (19.3) (181.8) 162.5
Expenditures on resort operations improvements.............. (118.6) (144.2) 25.6
Other net receipts (expenditures)........................... 24.4 (16.4) 40.8
------ ------ ------
Net cash outflows before financing inflows.................. (74.4) (338.7) 264.3
Net proceeds from financing................................. 70.9 341.4 (270.5)
------ ------ ------
Increase (decrease) in cash................................. (3.5) 2.7 (6.2)
====== ====== ======
</TABLE>

In 2000 $122.5 million of cash flow was provided by continuing operations
compared with $90.6 million in 1999. Cash flow from continuing operations
comprises income from continuing operations adjusted for non-cash items, such as
depreciation and amortization, and future income taxes. The components of, and
year-over-year changes in, cash flow from continuing operations have been
discussed earlier in the review of operations.

In the past few fiscal years the real estate business has been a net user
of cash. In 2000 the Company spent $365.2 million on developing real estate
properties and recovered $281.8 million of development costs from sales of
properties, resulting in a net new investment in real estate properties of $83.4
million. This compares with a net new investment of $86.9 million in 1999. There
are two main reasons why the real estate business has required net new
investment. First, significant amounts have been expended on up-front
infrastructure costs and second, the production of units has increased every
year as development activity has taken place at recently acquired resorts.

Since 1996 the number of real estate units under construction each year has
increased at an average annual rate of approximately 30%. During this period the
first projects were built and sold at Stratton, Snowshoe, Copper, Mammoth,
Sandestin and Solitude. The ramp-up in the production of real estate units is
expected to continue in 2001, 2002 and 2003 as more units are built at these
resorts and units are built for the first time at Blue Mountain,

36
<PAGE> 39

Squaw Valley, Mountain Creek and the recently announced Les Arcs and Lake Las
Vegas properties. Between 2000 and 2003 it is expected that the annual
production of units will increase by approximately 15% each year and then level
off at about 2,100 units per year.

During the ramp-up stage, as production increases from 1,500 units per year
to 2,100 units, it is likely that the Company's net new investment in real
estate properties will increase. To some extent this will be offset by a decline
in annual expenditures on infrastructure costs starting in 2002. When the
increase in production levels off, the real estate business will become a
significant generator of cash.

In 1999 the Company announced that it planned to spend less on acquisitions
and capital improvements and focus on increasing returns from existing assets.
The acquisition of Swaneset and buying out the Company's partner in the Lodestar
lands at Mammoth used $19.3 million of cash in 2000. By comparison, in 1999 the
Company invested a total of $181.8 million in new resorts and businesses,
including Sandestin, Raven, Breeze, Alpine and Blue Mountain. Capital
expenditures on ski and resort assets used $118.6 million of cash flow in 2000,
down 17.8% from 1999. The Company estimates that it will make capital
expenditures at its mountain and warm-weather resorts totaling approximately $90
million in fiscal 2001, comprising approximately $23 million of maintenance
capital and $67 million of expansion capital. The expansion capital requirements
are being driven mainly by the development of the villages at the Company's
resorts. For example, planned expenditures for 2001 include $15 million to build
out the retail store space in the base of new condo-hotels and $7 million for
village infrastructure. Approximately $15 million of capital has been allocated
to upgrading and enhancing information technology systems, including building
e-commerce distribution and marketing capability and standardizing both customer
interactive and back-of-the-house systems across resorts.

The Company expects to fund its real estate development and expenditures on
resort operations improvements from cash flow from operations, construction
financing and available lines of credit. It does not foresee a requirement to
raise additional equity capital. Cash is also expected to be provided by the
sale of certain non-core assets.

ANALYSIS OF DEBT

At June 30, 2000, total debt amounted to $833.2 million, an increase of
$106.1 million from June 30, 1999. During the year the Company issued $135
million of 10.5% senior unsecured debentures due 2010. The proceeds were
principally used to repay the Company's revolving credit facility. Since
December 1997 the Company has issued $419.5 million of unsecured debentures in
the public market. At year-end, this type of financing constituted 52.2% of
total debt compared with 41.6% at the end of the previous year. The Company
expects to continue to raise debt at the corporate level and to reduce its
secured debt at the subsidiary level.

At June 30, 2000, 35.5% of total debt bore interest at floating rates, down
from 43.3% at June 30, 1999. Intrawest has developed a hedging policy to manage
its interest rate risk. Interim financing for real estate construction is
normally arranged on a floating rate basis. Since the Company pre-sells its
projects and mainly develops wood-frame buildings with a construction period of
9 to 18 months, exposure to higher interest rates on construction financing is
not significant. Debt on defined-income stream properties (for example,
commercial rental properties) is normally arranged on a longer-term, fixed-rate
basis with the objective of matching the financing with the duration
characteristics of the property. It is also the Company's policy to fix the
interest on at least 50% of its general corporate and ski and resort operations
debt, although a lower proportion may be hedged temporarily in anticipation of a
refinancing. At year-end, 29.8% of such debt bore interest at floating rates. A
1% change in the rate of interest on this debt would impact annual earnings by
approximately $2.1 million before income taxes.

The Company has various operating lines of credit totaling approximately
$230 million, of which $61.4 million was drawn at June 30, 2000. These lines of
credit are available to fund seasonal cash requirements and capital expenditures
at the resorts, real estate development activity, and for general corporate
purposes. In addition, the Company has three revolving credit facilities
totaling approximately $185 million available for real estate construction, of
which $87.6 million was drawn at June 30, 2000. Real estate projects must meet
certain conditions (including pre-sales thresholds) in order to qualify for
funding under these facilities. Once the conditions are satisfied, up to 85% of
costs will be funded.

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<PAGE> 40

BUSINESS RISKS

Intrawest is subject to various risks and uncertainties that can cause
volatility in its earnings. The Company's resort operations and resort real
estate businesses are managed to deal with risks that are common to most
companies, i.e., the risks of severe economic downturn, competition and currency
fluctuations, and the more industry-specific risks of unfavorable weather
conditions, seasonality of operations and construction overruns.

ECONOMIC DOWNTURN

A severe economic downturn could reduce spending on resort vacations and
weaken sales of recreational real estate. Although leisure and travel are
discretionary activities that one might expect to be impacted by a significant
economic slowdown, Intrawest's operating results have not historically shown
this to be the case. Since the Company acquired Blackcomb in 1986, cash flow has
increased every year at that resort despite widely varying economic conditions.
Blackcomb, as well as Intrawest's other resorts, attracts customers who have
incomes well above the national average and are therefore less likely to have
their vacation plans impacted by an economic recession. In addition, Intrawest's
resorts draw their visitors from a wide variety of locations and this diversity
shelters these resorts somewhat from regional economic conditions. Real estate
developers face two major risks from an economic downturn: land risk and
completed inventory risk. Land risk arises when land is purchased with debt and
economic conditions deteriorate resulting in higher holding costs and reduced
profitability, or worse, loan defaults and foreclosure. Intrawest has reduced
its land risk by acquiring land at low cost with the purchase of a resort or by
securing land through options and joint ventures. The extensive land holdings at
Tremblant, Stratton, Snowshoe, Mountain Creek and Panorama were all low-cost
acquisitions with the resort. At Blackcomb and Squaw Valley and the recently
announced developments at Lake Las Vegas and Les Arcs, the Company secured its
land holdings through a series of rolling options rather than outright
purchases. Options are exercised for specific project sites only when permits
are in place and construction is set to start. Similarly, at Whistler the land
acquisition financing is repaid when building permits are issued, subject to
minimum annual repayments. Intrawest secured its land holdings at Keystone by
forming a joint venture with the land owner under which land is only paid for as
completed units are sold and construction financing is repaid.

Completed inventory risk arises when completed units cannot be sold and
construction financing cannot be repaid. Intrawest has mitigated this risk by
pre-selling a significant portion of its units prior to commencement of, and
during, construction. At June 30, 2000, the Company had 141 unsold units in its
resort real estate inventory (representing 10.7% of the units delivered in 2000)
and 80% of the approximately 1,500 resort units under construction on that date
were pre-sold. Purchasers are required to make a significant non-refundable
deposit (generally in the range of $50,000-$60,000) prior to construction
completion which has historically ensured that rescissions have been kept to an
extremely low level. Furthermore, the Company generally has sufficient pre-sales
in place to cover its construction and other real estate debt by 1.5 to 2 times.
In the event of a severe economic downturn in the real estate business, the
Company could complete construction of its pre-sold units, transfer title to
purchasers and repay all of its real estate financing.

COMPETITION

The mountain resort industry has significant barriers to entry (e.g., very
high start-up costs and significant environmental hurdles) that prevent new
resorts from being created. Competition therefore is essentially confined to
existing resorts. Intrawest's resorts compete for destination visitors with
other mountain resorts in Canada, the United States, Europe and Japan, and with
other leisure industry companies, such as cruise lines. They also compete for
day skiers with other ski areas within each resort's local market area. Skier
visits in North America have been relatively flat over the past ten years, which
has increased competition between resort owners. The Company's strategy is to
acquire resorts that have natural competitive advantages (e.g., in terms of
location, vertical drop and quality of terrain) and to enhance those advantages
by investing in capital improvements on the mountain. Since 1997 the Company has
invested a total of $390.8 million in such capital improvements. The Company's
principal strength compared with its industry competitors is its ability to
combine expertise in resort operations and real estate development, particularly
in building master-planned resort villages. Increasingly the village has become
the dominant attraction in generating visits to a resort.

The Company owns substantially all of the supply of developable land at the
base of its resorts and hence competition in real estate is somewhat restricted.
Expertise in all aspects of the development process, including resort
master-planning, project design, construction, sales and marketing, and property
management also gives the

38
<PAGE> 41

Company a distinct competitive advantage. In the resort club business, the
Company has established a competitive position through its ownership of the
mountain facilities, and by offering a high standard of accommodation and a
flexible points-based system.

CURRENCY FLUCTUATIONS

Over the past several years the Company's Canadian resort operations have
benefited from the lower Canadian dollar relative to the U.S. dollar, the
Japanese yen and European currencies. This has made the price of a ski lift
ticket at Intrawest's Canadian resorts 70% or less of the price at comparable
U.S. resorts when denominated in the same currency. Along with accommodation and
food and beverage costs, this has made vacationing in Canada more affordable for
foreign visitors and it has encouraged Canadians to vacation at home. A
significant shift in the value of the Canadian dollar, particularly against its
U.S. counterpart, could impact earnings at Canadian resorts.

Intrawest finances its U.S. assets with U.S. dollar debt and its Canadian
assets with Canadian dollar debt. Generally the Company services its debt with
revenue denominated in the same currency. In addition, cash flow generated by
Canadian operations is generally retained in Canada and invested in expansion of
Canadian assets. Similarly cash flow generated at the U.S. resorts is generally
reinvested in the United States. Cross-border cash transactions and currency
exchanges are kept to a minimum.

Since Intrawest reports its earnings in U.S. dollars but its income is
derived from both Canadian and U.S. sources, the Company is exposed to foreign
currency exchange risk in its reported earnings. Revenues and expenses of the
Company's Canadian operations will be impacted by changes in exchange rates when
such operations are reported in U.S. dollars. The impact of Canadian/U.S. dollar
exchange rate changes on the balance sheet are reflected in the foreign currency
translation amount included in shareholders' equity and does not affect reported
earnings.

UNFAVORABLE WEATHER CONDITIONS

The Company's ability to attract visitors to its resorts is influenced by
weather conditions and the amount of snowfall during the ski season. Intrawest
manages its exposure to unfavorable weather in three ways: by being
geographically diversified, by seeking to build its visits as evenly as possible
through the seasons and by investing in snowmaking.

Geographically diversified companies like Intrawest can reduce the risk
associated with a particular region's weather patterns. Every ski season since
1995, favorable and unfavorable weather conditions at different times across
North America have offset one another, allowing the Company to come within 2% of
its budgeted winter season ski and resort operations revenue on a same-resort
basis. The more a resort can attract its visitors evenly through the season the
less vulnerable it is to unfavorable weather at a particular time. In order to
spread its visits, Intrawest attempts to increase traffic mid-week and at
non-peak times by marketing to destination visitors who book in advance, stay
several days and are less likely than day visitors to change their vacation
plans. Investing in snowmaking can also mitigate the impact of poor natural snow
conditions. Snowmaking is particularly important in eastern North America due to
the number of competing resorts and less reliable snowfall. Intrawest has
invested heavily in snowmaking at all of its resorts over the past few years.

SEASONALITY OF OPERATIONS

Ski and resort operations are highly seasonal. In fiscal 2000 approximately
70% of the Company's ski and resort operations revenue was generated during the
period from December to March. Furthermore, during this period a significant
portion of ski and resort operations revenue is generated on certain holidays,
particularly Christmas/New Year, Presidents' Day and school spring breaks, and
on weekends. Conversely, Sandestin's peak operating season occurs during the
summer months, partially offsetting the seasonality of the mountain resorts. The
Company's real estate operations tend to be somewhat seasonal as well, with
construction primarily taking place during the summer and the majority of sales
closing in the December to June period. This seasonality of operations impacts
reported quarterly earnings. The operating results for any particular quarter
are not necessarily indicative of the operating results for a subsequent quarter
or for the full fiscal year. The Company has taken steps to smooth its revenue
and earnings throughout the year by investing in four-season amenities (e.g.,
golf) and growing its summer and shoulder-season businesses. As a result of
these initiatives, the proportion of ski and resort operations revenue earned
outside the historically strong third fiscal quarter has increased to 46.9% in
2000 from 32.7% three years ago.

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<PAGE> 42

CONSTRUCTION OVERRUNS

Intrawest is not in the construction business but rather engages general
contractors to construct its real estate projects. The Company's practice is to
structure its construction contracts on a fixed-price basis so that cost
overruns are at the contractor's risk. In addition construction contracts are
priced only after the Company has completed full working drawings. The Company
employs construction experts who oversee the general contractors and ensure that
problems are properly and quickly resolved. The Company has also developed a
comprehensive and sophisticated project reporting system, which helps to
identify potential cost overruns early enough to permit corrective action.

OUTLOOK

The Company will continue to execute the same strategic plan in 2001 that
guided its operations in 2000. The focus will be on increasing returns from the
existing asset base by reducing capital spending, improving margins, and
leveraging expertise to grow the business.

On the resort operations side of the business, the Company has a number of
initiatives to increase revenue and limit cost growth at its resorts. These
initiatives include the establishment of a national destination sales team to
generate increased lodging bookings and higher occupancy, the roll-out of
e-commerce sales and customer relationship systems, and plans to control labor
costs (which account for more than 40% of total ski and resort operation costs).
At the same time the Company expects to benefit from approximately 1,300 new
units of accommodation across its resorts, access to the new village at Copper,
and a return to more normal travel patterns during the important Christmas
holiday period after the travel slowdown experienced in 2000 because of
Y2K/millennium issues.

On the real estate side of the business, the Company has accelerated its
development program. Incremental returns on these new projects are very high
because of the speed that equity is rolled over, due to the Company's success in
pre-selling. The accelerated expansion of the villages will also result in
benefits to the operations by increasing the accommodation base for destination
visitors and adding to the attractions at the resort. The Company has a record
backlog of sales -- approximately $580 million for delivery in 2001 and 2002
compared with $330 million this time last year.

Sales at the Resort Club continue to improve and margins are strengthening
in this business. The Company expects to expand the Resort Club to new locations
in 2001, including Sandestin, Blue Mountain and Vancouver.

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<PAGE> 43

MARKET FOR SECURITIES

The Common Shares of the Company are listed and traded on the New York
Stock Exchange and The Toronto Stock Exchange (the "TSE"). The TSE is the
principal market for the Common Shares. The NRP Shares are listed and traded on
the TSE.

DIRECTORS AND OFFICERS

The names and municipalities of residence of the directors and officers of
the Company and their principal occupations are set forth below.

DIRECTORS

<TABLE>
<CAPTION>
NAME AND MUNICIPALITY OF RESIDENCE PRINCIPAL OCCUPATION DIRECTOR SINCE
---------------------------------- -------------------- --------------
<S> <C> <C>
R. Thomas M. Allan(1)...................... Executive Vice-President, Corporate Investments 1990
London, Ontario of London Life Insurance Company
Joe S. Houssian............................ President and Chief Executive Officer of the 1976
West Vancouver, British Columbia Company
Daniel O. Jarvis........................... Executive Vice President and Chief Financial 1989
Vancouver, British Columbia Officer of the Company
David A. King(1)(2)........................ President of David King Corporation 1990
Islington, Ontario
Gordon H. MacDougall(2)(3)................. Partner, CC&L Financial Services Group 1990
West Vancouver, British Columbia
Paul M. Manheim(1)(3)...................... Senior Vice President of HAL Real Estate 1992
Mercer Island, Washington Investments, Inc.
Paul A. Novelly(2)......................... Chairman and Chief Executive Officer of Apex Oil 1997
St. Louis, Missouri Company, Inc.
Gary L. Raymond............................ Executive Vice President, Development and 1998
Whistler, British Columbia Acquisitions of the Company
Bernard A. Roy(3).......................... Senior partner, Ogilvy Renault 1992
Verdun, Quebec
Khaled C. Sifri(1)......................... Managing partner, Hadef Al-Dhahiri & Associates 1990(4)
Dubai, United Arab Emirates
Hugh R. Smythe............................. President, Resort Operations Group 1993
Whistler, British Columbia of the Company
Nicholas C.H. Villiers(2).................. Vice President and Director of 1990(4)
London, England RBC Dominion Securities Inc.
</TABLE>

------------
(1) Member of the Audit Committee.
(2) Member of the Corporate Governance Committee.
(3) Member of the Human Resources Committee.
(4) Prior to the reorganization which took place in connection with the
Company's public offering of Common Shares in March 1990, both Messrs. Sifri
and Villiers were directors of Intrawest N.V., a former holding company of
the Company. Messrs. Sifri and Villiers were directors of Intrawest N.V.
from 1986 to 1990.

The Company does not have an Executive Committee and is required to have an
Audit Committee. Each director will serve as a director until the next annual
general meeting or until his successor is elected or appointed.

OFFICERS

<TABLE>
<CAPTION>
NAME AND MUNICIPALITY OF RESIDENCE PRINCIPAL OCCUPATION
---------------------------------- --------------------
<S> <C>
David C. Blaiklock............................. Vice President and Corporate Controller
North Vancouver, British Columbia
Michael F. Coyle............................... Senior Vice President, Marketing
West Vancouver, British Columbia
John E. Currie................................. Senior Vice President, Financing and Taxation
North Vancouver, British Columbia
</TABLE>

41
<PAGE> 44

<TABLE>
<CAPTION>
NAME AND MUNICIPALITY OF RESIDENCE PRINCIPAL OCCUPATION
---------------------------------- --------------------
<S> <C>
James J. Gibbons............................... President, Resort Club Group
West Vancouver, British Columbia
Joe S. Houssian................................ President and Chief Executive Officer
West Vancouver, British Columbia
Daniel O. Jarvis............................... Executive Vice President and Chief Financial
Vancouver, British Columbia Officer
Ross J. Meacher................................ Corporate Secretary
North Vancouver, British Columbia
Gary L. Raymond................................ Executive Vice President, Development and
Whistler, British Columbia Acquisitions
Hugh R. Smythe................................. President, Resort Operations Group
Whistler, British Columbia
</TABLE>

As at June 30, 2000, the directors and senior officers of the Company as a
group beneficially owned, directly or indirectly, or exercised control or
direction over, 2.4% of the outstanding Common Shares of the Company (including
Common Shares beneficially owned by a company, the shares of which are owned by
companies of which a director and senior officer and his spouse are the
shareholders, and in respect of which such director and senior officer disclaims
beneficial ownership, and Common Shares over which a director shares voting
power and investment power and in respect of which such director disclaims
beneficial ownership).

During the past five years, each of the directors and officers of the
Company has been associated in various capacities with Intrawest or the company
or organization indicated opposite his name in the tables above or with
affiliates thereof, except for Mr. Sifri who was Vice President, Legal Affairs
of Majid Al Futtaim Investments LLC from May 1997 to January 1999 and, prior
thereto, was president of PolyMore Circuit Technologies, L.P.

ADDITIONAL INFORMATION

The Company shall provide to any person, upon request to the Corporate
Secretary of the Company:

(a) when the securities of the Company are in the course of a distribution
pursuant to a short form prospectus or a preliminary short form
prospectus has been filed in respect of a distribution of its
securities;

(i) one copy of this Annual Information Form, together with one copy
of any document, or the pertinent pages of any document,
incorporated by reference in this Annual Information Form;

(ii) one copy of the comparative consolidated financial statements of
the Company for its most recently completed financial year
together with the accompanying report of the auditor and one copy
of any unaudited consolidated financial statements of the Company
subsequent to the consolidated financial statements for the
Company's most recently completed financial year;

(iii) one copy of the Information Circular of the Company in respect of
its most recent annual meeting of shareholders that involved the
election of directors; and

(iv) one copy of any other documents that are incorporated by reference
into the preliminary short form prospectus or the short form
prospectus and are not required to be provided under (i) to (iii)
above; or

(b) at any other time, one copy of any of the documents referred to in
(a)(i), (ii) and (iii) above, provided that the Company may require
the payment of a reasonable charge if the request is made by a person
who is not a security holder of the Company.

Additional information, including directors' and officers' remuneration and
indebtedness, principal holders of the Company's securities, options to purchase
securities and interests of insiders in material transactions, where applicable,
is contained in the Company's Information Circular for its most recent annual
meeting of shareholders that involved the election of directors, and additional
financial information is provided in the Company's comparative consolidated
financial statements for its most recently completed financial year.

Copies of these documents may be obtained upon request from the Corporate
Secretary of the Company, Suite 800, 200 Burrard Street, Vancouver, British
Columbia, Canada V6C 3L6.

42
<PAGE> 45

AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF

INTRAWEST CORPORATION
YEARS ENDED JUNE 30, 2000 AND 1999

F-1
<PAGE> 46

AUDITORS' REPORT TO THE SHAREHOLDERS

We have audited the consolidated balance sheets of Intrawest Corporation as
at June 30, 2000 and 1999 and the consolidated statements of operations,
retained earnings, and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with Canadian generally accepted
auditing standards. Those standards require that we plan and perform an audit to
obtain reasonable assurance whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation.

In our opinion, these consolidated financial statements present fairly, in
all material respects, the financial position of the Company as at June 30, 2000
and 1999 and the results of its operations and its cash flows for the years then
ended in accordance with Canadian generally accepted accounting principles. As
required by the Company Act (British Columbia), we report that, in our opinion,
these principles have been applied on a consistent basis except for the change
in the method of accounting for income taxes and employee future benefits as
explained in notes 1(n) and 1(t) to the consolidated financial statements.

Significant differences between Canadian and United States accounting
principles as they affect these consolidated financial statements are explained
and quantified in note 21.

Vancouver, British Columbia (signed) KPMG LLP
September 5, 2000 Chartered Accountants

F-2
<PAGE> 47

INTRAWEST CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(EXPRESSED IN U.S. DOLLARS)

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
JUNE 30,
--------------------------
2000 1999
----------- -----------
(IN THOUSANDS OF DOLLARS
EXCEPT PER SHARE AMOUNTS)
<S> <C> <C>
Revenue:
Ski and resort operations................................. $452,141 $382,525
Real estate sales......................................... 341,455 215,867
Rental properties......................................... 6,905 5,368
Interest and other income................................. 12,449 3,720
Income from equity accounted investment................... 2,333 2,145
-------- --------
815,283 609,625
Expenses:
Ski and resort operations................................. 358,453 300,942
Real estate costs......................................... 281,845 174,598
Rental properties......................................... 3,641 2,771
Interest (note 15)........................................ 35,217 24,813
Depreciation and amortization............................. 51,399 40,199
General and administrative................................ 7,985 7,384
-------- --------
738,540 550,707
-------- --------
Income before undernoted.................................... 76,743 58,918
Provision for income taxes (note 12)........................ 15,394 13,473
-------- --------
Income before non-controlling interest and discontinued
operations................................................ 61,349 45,445
Non-controlling interest.................................... 9,258 6,817
-------- --------
Income from continuing operations........................... 52,091 38,628
Results of discontinued operations (note 3)................. (99) (4,565)
-------- --------
Net income.................................................. $ 51,992 $ 34,063
======== ========
Income per common share:
Income from continuing operations......................... $ 1.20 $ 0.96
Net income................................................ 1.20 0.96
======== ========
Weighted average number of common shares outstanding (in
thousands)................................................ 43,362 40,237
======== ========
</TABLE>

See accompanying notes to consolidated financial statements.
F-3
<PAGE> 48

INTRAWEST CORPORATION

CONSOLIDATED BALANCE SHEETS

(EXPRESSED IN U.S. DOLLARS)

<TABLE>
<CAPTION>
JUNE 30,
--------------------------
2000 1999
----------- -----------
(IN THOUSANDS OF DOLLARS)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................................. $ 78,985 $ 82,457
Amounts receivable (note 6)............................... 72,233 79,453
Other assets (note 7(a)).................................. 78,966 46,059
Properties (note 5):
Resort................................................. 254,801 175,710
Discontinued operations................................ 103 10,129
Future income taxes (note 12)............................. 4,445 --
---------- ----------
489,533 393,808
Ski and resort operations (note 4).......................... 784,725 698,958
Properties (note 5):
Resort.................................................... 314,481 285,193
Discontinued operations................................... 9,521 10,504
---------- ----------
324,002 295,697
Amounts receivable (note 6)................................. 35,262 28,009
Other assets (note 7(b)).................................... 67,999 56,565
Goodwill.................................................... 15,834 19,147
---------- ----------
$1,717,355 $1,492,184
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Amounts payable........................................... $ 146,648 $ 119,069
Deferred revenue (note 9)................................. 70,832 38,314
Bank and other indebtedness, current portion (note 8):
Resort................................................. 158,144 148,758
Discontinued operations................................ 84 5,526
---------- ----------
375,708 311,667
Bank and other indebtedness (note 8):
Resort.................................................... 670,539 568,651
Discontinued operations................................... 4,394 4,137
---------- ----------
674,933 572,788
Due to joint venture partners (note 13)..................... 16,963 11,411
Deferred revenue (note 9)................................... 26,974 20,398
Future income taxes (note 12)............................... 82,522 --
Deferred income taxes....................................... -- 14,493
Non-controlling interest in subsidiaries.................... 28,983 22,959
---------- ----------
1,206,083 953,716
Shareholders' equity:
Capital stock (note 11)................................... 413,719 437,938
Retained earnings......................................... 131,953 136,288
Foreign currency translation adjustment................... (34,400) (35,758)
---------- ----------
511,272 538,468
Contingencies and commitments (note 14)
---------- ----------
$1,717,355 $1,492,184
========== ==========
</TABLE>

Approved on behalf of the Board:

<TABLE>
<S> <C>
(signed) JOE S. HOUSSIAN (signed) R. THOMAS M. ALLAN
Director Director
</TABLE>

See accompanying notes to consolidated financial statements.
F-4
<PAGE> 49

INTRAWEST CORPORATION

CONSOLIDATED STATEMENTS OF RETAINED EARNINGS

(EXPRESSED IN U.S. DOLLARS)

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
JUNE 30,
--------------------------
2000 1999
----------- -----------
(IN THOUSANDS OF DOLLARS)
<S> <C> <C>
Opening retained earnings:
As previously reported.................................... $136,288 $106,607
Adjustment to reflect change in accounting for income
taxes (note 1(n))...................................... (57,457) --
Adjustment to reflect change in accounting for employee
future benefits (note 1(t))............................ (1,743) --
-------- --------
As restated............................................... 77,088 106,607
Net income.................................................. 51,992 34,063
Reduction in redemption price of non-resort preferred shares
(note 11(a)).............................................. 7,588 --
Dividends................................................... (4,715) (4,382)
-------- --------
Retained earnings, end of year.............................. $131,953 $136,288
======== ========
</TABLE>

See accompanying notes to consolidated financial statements.
F-5
<PAGE> 50

INTRAWEST CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(EXPRESSED IN U.S. DOLLARS)

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
JUNE 30,
--------------------------
2000 1999
----------- -----------
(IN THOUSANDS OF DOLLARS)
<S> <C> <C>
Cash provided by (used in):
Operations:
Income from continuing operations......................... $ 52,091 $ 38,628
Items not affecting cash:
Depreciation and amortization.......................... 51,399 40,199
Future income taxes.................................... 12,109 7,075
Income from equity accounted investment................ (2,333) (2,145)
Non-controlling interest............................... 9,258 6,817
--------- ---------
Cash flow from continuing operations...................... 122,524 90,574
Recovery of costs through real estate sales............... 281,845 174,598
Increase in amounts receivable, net....................... (8,890) (1,993)
Acquisition and development of properties for sale........ (365,249) (261,530)
Changes in non-cash operating working capital (note 20)... 32,332 12,373
--------- ---------
Cash provided by continuing operating activities.......... 62,562 14,022
Cash provided by discontinued operations (note 3)......... 10,699 5,845
--------- ---------
73,261 19,867
Financing:
Proceeds from bank and other borrowings................... 341,373 466,559
Repayments on bank and other borrowings................... (244,285) (193,292)
Issue of capital stock for cash, net of issuance costs.... 1,254 79,209
Redemption of non-resort preferred shares................. (19,520) (13,621)
Proceeds on dilution of partnership interest.............. -- 9,714
Dividends paid............................................ (4,715) (4,382)
Distributions to non-controlling interests................ (3,234) (2,805)
--------- ---------
70,873 341,382
Investments:
Expenditures on:
Revenue-producing properties........................... 1,315 (3,868)
Ski and resort operation assets........................ (118,614) (144,195)
Other assets........................................... (11,026) (28,639)
Business acquisitions, net of cash acquired of $207
(1999 -- $8,597)...................................... (19,281) (181,826)
--------- ---------
(147,606) (358,528)
--------- ---------
Increase (decrease) in cash and cash equivalents............ (3,472) 2,721
Cash and cash equivalents, beginning of year................ 82,457 79,736
--------- ---------
Cash and cash equivalents, end of year...................... $ 78,985 $ 82,457
========= =========
</TABLE>

Supplementary information (note 20)

See accompanying notes to consolidated financial statements.
F-6
<PAGE> 51

INTRAWEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(EXPRESSED IN U.S. DOLLARS)
FOR THE YEARS ENDED JUNE 30, 2000 AND 1999
(tabular amounts in thousands of dollars unless otherwise indicated)

Intrawest Corporation is incorporated under the Company Act (British
Columbia) and, through its subsidiaries, is engaged in the development and
operation of mountain and golf resorts principally throughout North America.

1. SIGNIFICANT ACCOUNTING POLICIES:

(a) BASIS OF PRESENTATION:

The consolidated financial statements are prepared in accordance with
generally accepted accounting principles in Canada as prescribed by The
Canadian Institute of Chartered Accountants ("CICA"). Information
regarding United States generally accepted accounting principles as it
affects the Company's consolidated financial statements is presented in
note 21.

(b) PRINCIPLES OF CONSOLIDATION:

The consolidated financial statements include:

(i) the accounts of the Company and its subsidiaries;

(ii) the accounts of all incorporated and unincorporated joint ventures
to the extent of the Company's interest in their respective
assets, liabilities, revenues and expenses.

The Company's principal subsidiaries and joint ventures are as follows:

<TABLE>
<CAPTION>
PERCENTAGE INTEREST
HELD BY
THE COMPANY
-------------------
<S> <C>
Blackcomb Skiing Enterprises Limited Partnership............ 77%
Whistler Mountain Resort Limited Partnership................ 77%
Blue Mountain Resorts Limited (note 2)...................... 50%
Alpine Helicopters Ltd. (note 2)............................ 45%
Mont Tremblant Resorts and Company, Limited Partnership..... 100%
IW Resorts Limited Partnership.............................. 100%
Swaneset Bay Golf Course Ltd. (note 2)...................... 100%
Intrawest Resort Ownership Corporation...................... 100%
The Stratton Corporation.................................... 100%
Snowshoe Resort, Inc........................................ 100%
Copper Mountain, Inc........................................ 100%
Mountain Creek Resort, Inc.................................. 100%
Mammoth Mountain Ski Area................................... 59.5%
Keystone/Intrawest L.L.C.................................... 50%
Intrawest Retail Group, Inc. (note 2)....................... 100%
Intrawest Sandestin Company, L.L.C. (note 2)................ 100%
Intrawest Golf Holdings, Inc. (note 2)...................... 100%
Intrawest/Lodestar Limited Partnership (note 2)............. 100%
Mt. Tremblant Reservations Inc. (note 2).................... 100%
Whistler Blackcomb Resorts Inc. (note 2).................... 100%
</TABLE>

All significant intercompany balances and transactions have been
eliminated.

The Company accounts for investments in which it is able to exercise
significant influence in accordance with the equity method. Under the
equity method, the original cost of the shares is adjusted for the
Company's share of post-acquisition earnings or losses, less dividends.

(d) MEASUREMENT UNCERTAINTY:

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ
from those estimates.

F-7
<PAGE> 52
INTRAWEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

(EXPRESSED IN U.S. DOLLARS)
FOR THE YEARS ENDED JUNE 30, 2000 AND 1999
(tabular amounts in thousands of dollars unless otherwise indicated)

The significant areas requiring management estimates include useful
lives for depreciation, the impairment of ski and resort operations and
properties, and the recoverability of amounts receivable.

(e) CASH EQUIVALENTS:

The Company considers all highly liquid investments with terms to
maturity of three months or less when acquired to be cash equivalents.

(f) PROPERTIES:

(i) Properties under development and held for sale:

Properties under development and held for sale are recorded at
the lower of cost and net realizable value. Cost includes all
expenditures incurred in connection with the acquisition,
development and construction of these properties. These
expenditures consist of all direct costs, interest on general and
specific debt, and general and administrative expenses.
Incidental operations related specifically to such properties are
treated as an increase in or a reduction of costs.

Costs associated with the development of sales locations of the
vacation ownership business, including operating and general and
administrative costs incurred until a location is fully
operational, are capitalized. Incidental operations related
specifically to a location are treated as an increase in or a
reduction of costs during the start-up period. These net costs
are amortized on a straight-line basis over seven years.

The Company provides for write-downs where the carrying value of
a particular property exceeds its net realizable value.

(ii) Revenue-producing properties:

Revenue-producing properties are stated at the lower of cost, net
of accumulated depreciation, and net recoverable amount.
Buildings are depreciated using the declining balance method at
annual rates of 3.3% to 5%. Leasehold improvements and other
tenant inducements are amortized using the straight-line method
over the lease term. Furniture and equipment are depreciated on a
declining balance basis at 20% per annum.

(iii) Classification:

Properties that are currently under development for sale and
properties available for sale are classified as current assets.
Related bank and other indebtedness is classified as a current
liability.

(g) SKI AND RESORT OPERATIONS:

The assets of the ski and resort operations are stated at cost less
accumulated depreciation. Costs of ski lifts, area improvements and
buildings are capitalized. Certain buildings, area improvements and
equipment are located on leased or licensed land. Depreciation is
provided over the estimated useful lives of each asset category using
the declining balance method as follows:

<TABLE>
<S> <C>
Buildings................................................... 3.3% to 5.0%
Ski lifts................................................... 5.0% to 8.0%
Golf courses................................................ 2.0% to 3.3%
Area improvements........................................... 2.0% to 3.3%
Automotive, helicopters and other equipment................. 10.0% to 50.0%
Leased vehicles............................................. 20.0% to 25.0%
</TABLE>

Inventories are recorded at the lower of cost and net realizable value,
and consist primarily of retail goods, food and beverage products, and
mountain operating supplies.

(h) ADMINISTRATIVE FURNITURE, EQUIPMENT AND LEASEHOLD IMPROVEMENTS:

Administrative furniture and equipment are stated at cost less
accumulated depreciation. Depreciation is provided using the declining
balance method at annual rates of 20% and 30%, respectively.

Leasehold improvements are stated at cost less accumulated
amortization. Amortization is provided using the straight-line method
over the lease term.

(i) DEFERRED FINANCING COSTS:

Deferred financing costs consist of legal and other fees related to the
financing of the Company's ski and resort operations. These costs are
amortized over the term of the related financing.

F-8
<PAGE> 53
INTRAWEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

(EXPRESSED IN U.S. DOLLARS)
FOR THE YEARS ENDED JUNE 30, 2000 AND 1999
(tabular amounts in thousands of dollars unless otherwise indicated)

(j) GOODWILL:

Goodwill is amortized on the straight-line basis over a period of 10 to
40 years based on the nature of the acquired business. In determining
whether there is a permanent impairment in value, recoverability is
based on undiscounted estimated future cash flows.

(k) DEFERRED REVENUE:

Deferred revenue mainly comprises real estate deposits, season pass
revenue, golf club initiation deposits, government grants and the
exchange gains arising on the translation of long-term monetary items
that are denominated in foreign currencies (note 1(o)). Deferred
revenue which relates to the sale of season passes is recognized
throughout the season based on the number of skier visits. Deferred
revenue which relates to golf club initiation deposits is recognized on
a straight-line basis over the estimated membership terms. Deferred
revenue which relates to government grants for ski and resort operation
assets is recognized on the same basis as the related assets are
amortized. Deferred revenue which relates to government grants for
properties under development is recognized as the properties are sold.

(l) GOVERNMENT ASSISTANCE:

The Company periodically applies for financial assistance under
available government incentive programs. Non-repayable government
assistance relating to capital expenditures is reflected as a reduction
of the cost of such assets.

(m) REVENUE RECOGNITION:

(i) Ski and resort revenue from ski and resort operations is
recognized as the service is provided.

(ii) Revenue from the sale of properties is recorded when title to the
completed unit is conveyed to the purchaser and the purchaser
becomes entitled to occupancy.

(iii) Points revenue associated with membership in the vacation
ownership business of Club Intrawest (which revenue is included
in real estate sales) is recognized when the purchaser has paid
the amount due on closing, all contract documentation has been
executed and all other significant conditions of sale are met.

(iv) Revenue from revenue-producing properties is recognized upon the
earlier of attaining break-even cash flow after debt servicing or
the expiration of a reasonable period of time following
substantial completion. Prior to this time, the properties are
categorized as properties under development, and incidental
operations related to such properties are applied to development
costs.

(n) FUTURE INCOME TAXES:

During fiscal 2000 the Company has adopted the provisions of Section
3465 of the CICA Handbook, Income Taxes ("Section 3465") which requires
a change from the deferred method of accounting for income taxes to the
asset and liability method of accounting for income taxes.

Under the asset and liability method of Section 3465, future tax assets
and liabilities are recognized for future tax consequences attributable
to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases.

Future tax assets and liabilities are measured using enacted or
substantively enacted tax rates expected to apply to taxable income in
the years in which those temporary differences are expected to be
recovered or settled. Under Section 3465, the effect on future tax
assets and liabilities of a change in tax rates is recognized in income
in the period that includes the enactment date.

Pursuant to the deferral method, which was applied in prior years,
deferred income taxes were recognized for income and expense items that
were reported in different years for financial reporting purposes and
income tax purposes using the tax rate applicable for the year of the
calculation. Under the deferral method, deferred taxes were not
adjusted for subsequent changes in tax rates.

The Company has calculated the effect of adopting the provisions of
Section 3465 retroactively to July 1, 1999. The cumulative effect of
this change in accounting for income taxes of $57,457,000 is reported
separately in the fiscal 2000 consolidated statement of retained
earnings as an adjustment to the opening balance of retained earnings
for the year ended June 30, 2000. This charge represents the cumulative
effect to July 1, 1999 of differences between accounting and tax bases
of assets and liabilities principally due to differences arising on
acquisition of ski and resort operations.

The financial statements for the year ended June 30, 1999 have not been
restated to reflect the provisions of Section 3465.

(o) FOREIGN CURRENCY TRANSLATION:

These consolidated financial statements are presented in U.S. dollars.
The majority of the Company's operations are located in the United
States and are conducted in U.S. dollars. The Company's Canadian
operations use the Canadian dollar as their functional

F-9
<PAGE> 54
INTRAWEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

(EXPRESSED IN U.S. DOLLARS)
FOR THE YEARS ENDED JUNE 30, 2000 AND 1999
(tabular amounts in thousands of dollars unless otherwise indicated)

currency. The Canadian entities' financial statements have been
translated into U.S. dollars using the exchange rate in effect at the
balance sheet date for asset and liability amounts and at the average
rate for the period for amounts included in the determination of
income.

Cumulative unrealized gains or losses arising from the translation of
the assets and liabilities of these operations are recorded as a
separate component of shareholders' equity.

Exchange gains or losses arising on the translation of long-term
monetary items that are denominated in foreign currencies to the
applicable currency of measurement are deferred and amortized on a
straight-line basis over the remaining terms of the related monetary
item. Other exchange gains or losses are included in income as
realized.

Prior to the year ended June 30, 2000, these consolidated financial
statements were presented in Canadian dollars. Fiscal 1999's
comparative figures have been restated into U.S. dollars using exchange
rates consistent with those in effect at the dates of the underlying
transactions to the financial statements. The consolidated statement of
operations for the year ended June 30, 1999 has been restated into U.S.
dollars using an average exchange rate of 1.5103.

(p) INTEREST ALLOCATED TO DISCONTINUED OPERATIONS:

Interest allocated to discontinued operations is the total of interest
on debt directly attributable to the discontinued operations and an
allocation of interest on general corporate debt not directly
attributable to continuing operations.

(q) PER SHARE CALCULATIONS:

Income per common share has been calculated using the weighted average
number of common shares outstanding during the year. Fully diluted per
common share amounts have not been presented as the effect of
outstanding options is not materially dilutive.

(r) CASH FLOW FROM CONTINUING OPERATIONS:

Cash flow from continuing operations is computed as income from
continuing operations adjusted for future income taxes, depreciation
and amortization of capital items, non-controlling interest, income
from equity accounted investment and other non-cash items. Cash flow
from continuing operations is different from cash flow from continuing
operating activities since it excludes the cash provided by or used for
non-cash operating working capital accounts such as real estate
inventory, amounts receivable and amounts payable.

(s) STOCK OPTIONS:

The Company has a stock option plan as described in note 11(c). No
compensation expense is recognized when shares or stock options are
issued. Any consideration paid on the exercise of options or purchase
of shares is credited to capital stock.

(t) EMPLOYEE FUTURE BENEFITS:

During fiscal 2000 the Company has adopted the provisions of Section
3461 of the CICA Handbook, Employee Future Benefits ("Section 3461")
which requires that the Company accrue its obligations under employee
benefit plans and the related costs, net of plan assets as the
underlying services are provided. The Company has adopted the following
policies:

- The cost of pensions and other retirement benefits earned by
employees is actuarially determined using the projected benefit
method pro rated on service and management's best estimate of
expected plan investment performance, salary escalation,
retirement ages of employees and expected health care costs.

- For the purpose of calculating the expected return on plan assets,
those assets are valued at fair value.

- Past service costs from plan amendments are amortized on a
straight-line basis over the average remaining service period of
employees active at the date of amendment.

- Experience gains and losses are amortized into pension expense
over the plan membership's expected average remaining service
lifetime using the straight-line amortization method.

The Company has calculated the effect of adopting the provisions of
Section 3461 retroactively to July 1, 1999. The cumulative effect of
this change in accounting for employee future benefits of $1,743,000 is
reported separately in the fiscal 2000 consolidated statement of
retained earnings as an adjustment to the opening balance of retained
earnings for the year ended June 30, 2000. This change represents the
cumulative obligation at July 1, 1999 of employee future benefits
previously calculated under different methods. The financial statements
for the year ended June 30, 1999 have not been restated to reflect the
provisions of Section 3461.

(u) COMPARATIVE FIGURES:

Certain comparative figures for 1999 have been reclassified to conform
with the financial presentation adopted in the current year. F-10
<PAGE> 55
INTRAWEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

(EXPRESSED IN U.S. DOLLARS)
FOR THE YEARS ENDED JUNE 30, 2000 AND 1999
(tabular amounts in thousands of dollars unless otherwise indicated)

2. ACQUISITIONS:

During the year ended June 30, 2000, the Company completed the following
acquisitions each of which was accounted for by the purchase method with
effect from the date of acquisition:

(a) On January 17, 2000, the Company acquired the assets of Swaneset Bay
Resort & Country Club ("Swaneset"), including two golf courses and
developable real estate in British Columbia. The purchase price of the
assets acquired was as follows:

<TABLE>
<S> <C>
Net assets acquired at assigned values:
Ski and resort operations................................. $ 9,486
Property under development................................ 5,348
Net working capital....................................... 263
Other amounts............................................. 648
Assumption of debt........................................ (4,253)
-------
11,492
Cash...................................................... 207
-------
$11,699
=======
Financed by:
Cash...................................................... $ 5,988
Bank and other indebtedness............................... 5,711
-------
$11,699
=======
</TABLE>

(b) During fiscal 2000 the Company increased its interest in
Intrawest/Lodestar Limited Partnership ("Lodestar") in California from
60% to 100% through the acquisition of the other partner's interest for
cash of $13,500,000. Effective from November 1, 1999, the Company has
consolidated the results of Lodestar with the operations of the
Company. Prior to this date the operations were proportionately
consolidated as the partners shared joint control. The net assets
acquired at assigned values consisted primarily of land and properties
under development.

During the year ended June 30, 1999, the Company completed the following
acquisitions each of which was accounted for by the purchase method with
effect from the date of acquisition:

(a) Effective July 13, 1998, the Company acquired 100% of the shares of
Sandestin Resort & Club, Inc. ("Sandestin"), owner of Sandestin Resort,
a golf, tourist and retirement destination in northwestern Florida. The
purchase price of the shares acquired was $127,455,000 for which the
Company paid cash. Concurrent with the acquisition, the Company sold,
at assigned cost, 50% of specific real estate assets and 5% of all
other assets.

(b) Effective July 23, 1998, the Company acquired the assets of the Raven
Golf Group ("Raven"), including two golf courses in Arizona, U.S.A. The
purchase price of the assets acquired was $30,613,000, including costs,
which was settled by the issuance of 125,000 common shares of the
Company, the issuance of a promissory note payable in the amount of
$4,711,000 and by the payment of cash.

(c) Effective September 3, 1998, the Company acquired all of the shares of
Breeze, Inc. ("Breeze") and Max Snowboard, Inc. ("Max") (now named
Intrawest Retail Group, Inc.). Intrawest Retail Group, Inc. rents ski
and snowboard equipment and also owns sports retail stores in the
western United States. The purchase price of the shares acquired was
$15,160,000, including costs, which was settled through the payment of
cash.

(d) Effective December 27, 1998, the Company acquired a 45% equity interest
in Alpine Helicopters Ltd. ("Alpine"), parent company of Canadian
Mountain Holidays Inc., which provides helicopter skiing,
mountaineering and hiking services in southeastern British Columbia.
The purchase price of the shares acquired was $14,729,000, including
costs. The purchase price was settled by the issuance of 200,000 common
shares of the Company and the balance was paid in cash.

(e) Effective January 27, 1999, the Company acquired a 50% equity interest
in Blue Mountain Resorts Limited ("Blue"), owner and operator of a
mountain resort in Ontario. The purchase price of the shares acquired
of $10,159,000, including costs, was settled through the payment of
cash.

(f) Effective March 31, 1999, the Company acquired 100% of the shares of
Mt. Tremblant Reservations Inc. and 100% of the shares of Whistler
Blackcomb Resorts Inc. ("MTR/WBR"). Both companies are engaged in the
business of providing vacation rental, real estate and property
management services at the Company's resorts in Mont Tremblant, Quebec
and Whistler, British Columbia. The purchase price of the shares
acquired was $4,202,000, including costs, and was settled through the
payment of cash and the issuance of 74,458 common shares of the Company
subsequent to year end.

F-11
<PAGE> 56
INTRAWEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

(EXPRESSED IN U.S. DOLLARS)
FOR THE YEARS ENDED JUNE 30, 2000 AND 1999
(tabular amounts in thousands of dollars unless otherwise indicated)

The assignment of the purchase prices for the above acquisitions is as
follows:

<TABLE>
<CAPTION>
SANDESTIN RAVEN BREEZE/MAX ALPINE BLUE MTR/WBR TOTAL
--------- ------- ---------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Net assets acquired at assigned
values:
Ski and resort operations.......... $ 51,964 $31,102 $ 2,590 $24,197 $12,231 $ 161 $122,245
Properties under development....... 75,304 -- -- -- -- -- 75,304
Goodwill........................... -- -- 15,329 -- -- 3,644 18,973
Net working capital................ (14,111) (262) (391) (2,461) 1,849 (404) (15,780)
Other amounts...................... 15,242 -- -- (1,965) (1,069) (11) 12,197
Assumption of debt................. (6,252) (681) (2,667) (6,182) (3,421) (15) (19,218)
-------- ------- ------- ------- ------- ------ --------
122,147 30,159 14,861 13,589 9,590 3,375 193,721
Cash............................... 5,308 454 299 1,140 569 827 8,597
-------- ------- ------- ------- ------- ------ --------
$127,455 $30,613 $15,160 $14,729 $10,159 $4,202 $202,318
======== ======= ======= ======= ======= ====== ========
Financed by:
Cash............................... $127,455 $23,480 $15,160 $11,190 $10,159 $2,979 $190,423
Bank and other indebtedness........ -- 4,711 -- -- -- 1,223 5,934
Issue of common shares (note
11(b))........................... -- 2,422 -- 3,539 -- -- 5,961
-------- ------- ------- ------- ------- ------ --------
$127,455 $30,613 $15,160 $14,729 $10,159 $4,202 $202,318
======== ======= ======= ======= ======= ====== ========
</TABLE>

3. DISCONTINUED OPERATIONS:

For reporting purposes, the results of operations and cash flow from
operating activities of the non-resort real estate business have been
disclosed separately from those of continuing operations for the periods
presented.

The results of discontinued operations are as follows:

<TABLE>
<CAPTION>
2000 1999
------- -------
<S> <C> <C>
Revenue..................................................... $13,148 $11,694
======= =======
Loss before current income taxes............................ $ (99) $(4,565)
Provision for current income taxes.......................... -- --
------- -------
Loss from discontinued operations........................... $ (99) $(4,565)
======= =======
</TABLE>

Assets and liabilities presented in the consolidated balance sheets include
the following assets and liabilities of discontinued operations:

<TABLE>
<CAPTION>
2000 1999
------- -------
<S> <C> <C>
Current assets:
Properties................................................ $ 103 $10,129
Other current assets, excluding cash...................... 2,845 10,038
Properties.................................................. 9,521 10,504
Other non-current assets.................................... 4,331 6,753
Current liabilities......................................... (602) (8,003)
Non-current liabilities..................................... (4,317) (4,861)
</TABLE>

The cash flows from discontinued operations are as follows:

<TABLE>
<CAPTION>
2000 1999
-------- --------
<S> <C> <C>
Cash provided by (used in):
Operations................................................ $ 10,699 $ 5,845
Financing................................................. (24,458) (14,348)
Investments............................................... 6,989 1,398
-------- --------
Decrease in cash and cash equivalents....................... $ (6,770) $ (7,105)
======== ========
</TABLE>

The cash flow used for financing activities in fiscal 2000 includes a
$19,520,000 (1999 -- $13,621,000) redemption of non-resort preferred ("NRP")
shares (note 11(a)). The Company has the right to apply the net cash flow
from the discontinued operations from January 1,

F-12
<PAGE> 57
INTRAWEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

(EXPRESSED IN U.S. DOLLARS)
FOR THE YEARS ENDED JUNE 30, 2000 AND 1999
(tabular amounts in thousands of dollars unless otherwise indicated)

1997 to the redemption of NRP shares. The shares are redeemable quarterly at
Cdn.$2.65 per share, except for the final redemption which shall be subject
to a premium or discount based on available cash flow relating to the
non-resort assets.

4. SKI AND RESORT OPERATIONS:

<TABLE>
<CAPTION>
2000
------------------------------------
NET
ACCUMULATED BOOK
COST DEPRECIATION VALUE
-------- ------------ --------
<S> <C> <C> <C>
Ski operations:
Land...................................................... $ 49,752 $ -- $ 49,752
Buildings................................................. 205,832 34,765 171,067
Ski lifts and area improvements........................... 386,708 85,974 300,734
Automotive, helicopters and other equipment............... 94,411 60,538 33,873
Leased vehicles........................................... 5,681 2,388 3,293
-------- -------- --------
742,384 183,665 558,719
-------- -------- --------
Resort operations:
Land...................................................... 21,579 -- 21,579
Buildings................................................. 55,183 7,062 48,121
Golf courses.............................................. 108,963 6,517 102,446
Area improvements......................................... 65,012 11,152 53,860
-------- -------- --------
250,737 24,731 226,006
-------- -------- --------
$993,121 $208,396 $784,725
======== ======== ========
</TABLE>

<TABLE>
<CAPTION>
1999
------------------------------------
NET
ACCUMULATED BOOK
COST DEPRECIATION VALUE
-------- ------------ --------
<S> <C> <C> <C>
Ski operations:
Land...................................................... $ 48,028 $ -- $ 48,028
Buildings................................................. 182,400 29,979 152,421
Ski lifts and area improvements........................... 351,911 75,257 276,654
Automotive, helicopters and other equipment............... 84,005 51,303 32,702
Leased vehicles........................................... 4,783 1,700 3,083
-------- -------- --------
671,127 158,239 512,888
-------- -------- --------
Resort operations:
Land...................................................... 20,275 -- 20,275
Buildings................................................. 50,744 5,537 45,207
Golf courses.............................................. 74,627 3,169 71,458
Area improvements......................................... 56,393 7,263 49,130
-------- -------- --------
202,039 15,969 186,070
-------- -------- --------
$873,166 $174,208 $698,958
======== ======== ========
</TABLE>

The ski and resort operations have been pledged as security for certain of
the Company's bank and other indebtedness (note 8).

F-13
<PAGE> 58
INTRAWEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

(EXPRESSED IN U.S. DOLLARS)
FOR THE YEARS ENDED JUNE 30, 2000 AND 1999
(tabular amounts in thousands of dollars unless otherwise indicated)

5. PROPERTIES:

<TABLE>
<CAPTION>
2000 1999
-------- --------
<S> <C> <C>
Properties under development and held for sale:
Acquisition costs......................................... $167,119 $187,598
Interest.................................................. 46,427 35,733
Development costs......................................... 298,415 176,887
Administrative............................................ 30,786 25,075
-------- --------
$542,747 $425,293
======== ========
</TABLE>

<TABLE>
<CAPTION>
2000
----------------------------------
NET
ACCUMULATED BOOK
COST DEPRECIATION VALUE
------- ------------ -------
<S> <C> <C> <C>
Revenue-producing properties:
Land...................................................... $ 6,062 $-- $ 6,062
Buildings................................................. 33,472 5,478 27,994
Leasehold improvements and equipment...................... 3,410 1,307 2,103
------- ------ -------
$42,944 $6,785 $36,159
======= ====== =======
</TABLE>

<TABLE>
<CAPTION>
1999
----------------------------------
NET
ACCUMULATED BOOK
COST DEPRECIATION VALUE
------- ------------ -------
<S> <C> <C> <C>
Revenue-producing properties:
Land...................................................... $ 6,816 $-- $ 6,816
Buildings................................................. 53,865 7,120 46,745
Leasehold improvements and equipment...................... 5,108 2,426 2,682
------- ------ -------
$65,789 $9,546 $56,243
======= ====== =======
</TABLE>

Summary of properties:

<TABLE>
<CAPTION>
2000 1999
-------- --------
<S> <C> <C>
Properties under development and held for sale.............. $542,747 $425,293
Revenue-producing properties................................ 36,159 56,243
-------- --------
$578,906 $481,536
======== ========
</TABLE>

Properties are classified for balance sheet purposes as follows:

<TABLE>
<CAPTION>
2000 1999
-------- --------
<S> <C> <C>
Current assets:
Resort.................................................... $254,801 $175,710
Discontinued operations................................... 103 10,129
Long-term assets:
Resort.................................................... 314,481 285,193
Discontinued operations................................... 9,521 10,504
-------- --------
$578,906 $481,536
======== ========
</TABLE>

During the year ended June 30, 2000, the Company capitalized interest of
$30,004,000 (1999 -- $22,979,000) (note 15), and administrative expenses of
$20,418,000 (1999 -- $18,939,000) to properties.

Properties have been pledged as security for certain of the Company's bank
and other indebtedness (note 8).

F-14
<PAGE> 59
INTRAWEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

(EXPRESSED IN U.S. DOLLARS)
FOR THE YEARS ENDED JUNE 30, 2000 AND 1999
(tabular amounts in thousands of dollars unless otherwise indicated)

6. AMOUNTS RECEIVABLE:

<TABLE>
<CAPTION>
2000 1999
-------- --------
<S> <C> <C>
Receivable from sales of real estate........................ $ 19,672 $ 26,881
Ski and resort operation receivables........................ 29,485 25,630
Loans, mortgages and notes receivable (note 19)............. 37,020 39,897
Funded senior employee share purchase Plan (note 11(e))..... 560 677
Other accounts receivable................................... 20,758 14,377
-------- --------
107,495 107,462
Less: current portion....................................... 72,233 79,453
-------- --------
$ 35,262 $ 28,009
======== ========
</TABLE>

Receivables are due approximately as follows:

<TABLE>
<S> <C>
Year ending June 30, 2001................................... $ 72,233
2002...................................... 6,543
2003...................................... 3,094
2004...................................... 3,394
2005...................................... 2,777
Subsequent to 2005.................................... 19,454
--------
$107,495
========
</TABLE>

The loans, mortgages and notes receivable bear interest at both fixed and
floating rates which averaged 11.69% per annum as at June 30, 2000 (1999 --
11.15%). These amounts have been pledged as security for certain of the
Company's bank and other indebtedness (note 8).

7. OTHER ASSETS:

(A) CURRENT:

<TABLE>
<CAPTION>
2000 1999
------- -------
<S> <C> <C>
Ski and resort operation inventories........................ $23,828 $ 8,207
Restricted cash deposits.................................... 41,952 17,064
Prepaid expenses and other.................................. 13,186 10,788
------- -------
$78,966 $46,059
======= =======
</TABLE>

(B) LONG-TERM:

<TABLE>
<CAPTION>
2000 1999
------- -------
<S> <C> <C>
Investment in Compagnie des Alpes, at equity................ $ 0,741 $26,422
Deferred financing costs.................................... 14,526 14,377
Administrative furniture, equipment and leasehold
improvements, net of accumulated depreciation of
$6,651,000 (1999 -- $3,141,000)........................... 7,598 5,085
Other....................................................... 15,134 10,681
------- -------
$67,999 $56,565
======= =======
</TABLE>

F-15
<PAGE> 60
INTRAWEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

(EXPRESSED IN U.S. DOLLARS)
FOR THE YEARS ENDED JUNE 30, 2000 AND 1999
(tabular amounts in thousands of dollars unless otherwise indicated)

8. BANK AND OTHER INDEBTEDNESS:

The Company has obtained financing for its ski and resort operations and
properties from various financial institutions by pledging individual assets
as security for such financing. Security for general corporate debt is
provided by general security which includes a floating charge on the
Company's assets and undertakings, fixed charges on real estate properties,
and assignment of mortgages and notes receivable. The following table
summarizes the primary security provided by the Company, where appropriate,
and indicates the applicable type of financing, maturity dates and the
weighted average interest rate at June 30, 2000:

<TABLE>
<CAPTION>
WEIGHTED
MATURITY AVERAGE
DATES INTEREST RATE 2000 1999
----------- ------------- -------- --------
<S> <C> <C> <C> <C>
Ski and resort operations:
Mortgages and bank loans.................................. Demand-2017 6.73% $211,561 $229,595
Obligations under capital leases.......................... 2001-2005 8.28% 3,771 4,306
-------- --------
215,332 233,901
-------- --------
Properties
Interim financing on properties under development and held
for resale.............................................. 2001-2019 8.12% 111,609 116,545
Mortgages on revenue-producing properties................. 2001-2015 8.57% 12,425 15,739
-------- --------
124,034 132,284
-------- --------
General corporate debt...................................... 2001 8.01% 59,210 58,076
Unsecured debentures........................................ 2002-2010 9.35% 434,585 302,811
-------- --------
833,161 727,072
Less: current portion....................................... 158,228 154,284
-------- --------
$674,933 $572,788
======== ========
</TABLE>

Principal repayments and the components related to either floating or fixed
interest rates are as follows:

<TABLE>
<CAPTION>
INTEREST RATES
-------------------- TOTAL
FLOATING FIXED REPAYMENTS
-------- -------- ----------
<S> <C> <C> <C>
Year ending June 30, 2001................................... $127,967 $ 30,261 $158,228
2002...................................... 5,127 117,017 122,144
2003...................................... 141,706 26,525 168,231
2004...................................... 3,794 339,374 343,168
2005...................................... 1,166 7,934 9,100
Subsequent to 2005.................................... 16,185 16,105 32,290
-------- -------- --------
$295,945 $537,216 $833,161
======== ======== ========
</TABLE>

The Company has entered into a swap agreement to fix the interest rate on a
portion of its floating rate debt denominated in Canadian dollars. The
Company had Cdn.$30,000,000 (1999 -- Cdn.$30,000,000) of bank loans swapped
against debt with a fixed interest rate of 6.5% (1999 -- 6.5%) per annum,
excluding applicable stamping fees, under an agreement expiring in 2001
(note 16(a)).

Bank and other indebtedness includes indebtedness in the amount of
$349,277,000 (1999 -- $369,616,000), which is repayable in Canadian dollars
of $517,140,000 (1999 -- $540,748,000). The Company is subject to certain
covenants in respect of some of the bank and other indebtedness which
require the Company to maintain certain financial ratios. The Company is in
compliance with these covenants at June 30, 2000.

F-16
<PAGE> 61
INTRAWEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

(EXPRESSED IN U.S. DOLLARS)
FOR THE YEARS ENDED JUNE 30, 2000 AND 1999
(tabular amounts in thousands of dollars unless otherwise indicated)

9. DEFERRED REVENUE:

<TABLE>
<CAPTION>
2000 1999
------- -------
<S> <C> <C>
Deposits on real estate sales............................... $51,200 $21,114
Government assistance (note 10)............................. 8,917 8,724
Exchange gains.............................................. 3,309 8,025
Golf club initiation deposits............................... 15,463 6,780
Season pass revenue......................................... 11,236 5,881
Other deferred amounts...................................... 7,681 8,188
------- -------
97,806 58,712
------- -------
Less: current portion....................................... 70,832 38,314
------- -------
$26,974 $20,398
======= =======
</TABLE>

10. GOVERNMENT ASSISTANCE:

The federal government and the Province of Quebec have granted financial
assistance to the Company in the form of interest-free loans and grants for
the construction of specified four-season tourist facilities at Mont
Tremblant. The loans, which are fully advanced, totaled $9,658,000 and are
repayable over 17 years starting in 2000. The grants, which will total
$37,156,000 (1999 -- $39,608,000) when they are fully advanced, amounted to
$18,925,000 at June 30, 2000 (1999 -- $19,578,000). During the year ended
June 30, 2000, grants received of $1,289,000 (1999 -- $2,874,000) were
credited as follows: $359,000 (1999 -- $322,000) to ski and resort operation
assets, $930,000 (1999 -- $2,552,000) to properties.

11. CAPITAL STOCK:

(a) SHARE CAPITAL REORGANIZATION:

Effective March 14, 1997, the Company completed a reorganization of its
share capital designed to separate the remaining non-resort real estate
assets from the rest of the Company's business. Under the
reorganization, each existing common share was exchanged for one new
common share and one non-resort preferred ("NRP") share. The new common
shares have the same attributes as the old common shares.

The NRP shares were initially recorded at a value of $64,545,000
(Cdn.$3.82 per share) before deduction of issue costs of $240,000,
equal to the book value of the net equity of the non-resort assets at
December 31, 1996, and the value assigned to the common shares was
reduced by the same amount. The Company expects that the non-resort
assets will be disposed of in an orderly manner and the net cash flow
from these assets distributed to the NRP shareholders, primarily by way
of redemption of their shares as described in note 3. The amount
ultimately realized by the Company and distributed to the NRP
shareholders will be subject to prevailing real estate market
conditions. As at June 30, 2000, the book value of the net equity of
the remaining non-resort assets was $14,206,000 (1999 -- $33,655,000).

On November 15, 1999, the shareholders of the Company passed a
resolution reducing the redemption price of the NRP shares from
Cdn.$3.82 to Cdn.$2.65 per share. As a result, the carrying value of
the NRP shares has been reduced by $7,588,000 and retained earnings has
been increased by the same amount.

(b) CAPITAL STOCK:

The Company's capital stock comprises the following:

<TABLE>
<CAPTION>
2000 1999
-------- --------
<S> <C> <C>
Common shares............................................... $395,795 $393,153
NRP shares.................................................. 17,924 44,785
-------- --------
$413,719 $437,938
======== ========
</TABLE>

F-17
<PAGE> 62
INTRAWEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

(EXPRESSED IN U.S. DOLLARS)
FOR THE YEARS ENDED JUNE 30, 2000 AND 1999
(tabular amounts in thousands of dollars unless otherwise indicated)

(i) Common shares:

Authorized:
200,000,000 without par value
Issued:

<TABLE>
<CAPTION>
NUMBER OF NUMBER OF
COMMON 2000 COMMON 1999
SHARES AMOUNT SHARES AMOUNT
---------- -------- ---------- --------
<S> <C> <C> <C> <C>
Balance, beginning of year................................. 43,254,386 $393,153 38,359,786 $308,303
Issued for cash, net of issue cost......................... -- -- 4,450,000 77,902
Issued for settlement of bank and other indebtedness....... 74,458 1,236 -- --
Issued on acquisitions..................................... -- -- 325,000 5,961
Stock option plan.......................................... 134,450 1,007 119,600 987
Future income tax adjustment............................... -- 399 -- --
---------- -------- ---------- --------
Balance, end of year....................................... 43,463,294 $395,795 43,254,386 $393,153
========== ======== ========== ========
</TABLE>

(ii) NRP shares:

Authorized:
50,000,000 without par value
Issued:

<TABLE>
<CAPTION>
NUMBER OF NUMBER OF
NRP 2000 NRP 1999
SHARES AMOUNT SHARES AMOUNT
---------- -------- ---------- --------
<S> <C> <C> <C> <C>
Balance, beginning of year............................... 16,726,586 $ 44,785 21,811,911 $ 58,086
Stock option plan........................................ 343,275 321 374,675 320
Purchased for cancellation............................... (62,900) (74) -- --
Redemption............................................... (9,246,000) (19,520) (5,460,000) (13,621)
Reduction in redemption price............................ -- (7,588) -- --
---------- -------- ---------- --------
Balance, end of year..................................... 7,760,961 $ 17,924 16,726,586 $ 44,785
========== ======== ========== ========
</TABLE>

(iii) Preferred shares:

Authorized:
20,000,000 without par value
Issued -- nil

The Company has a stock option plan which provides for grants to
officers and employees of the Company and its subsidiaries of options
to purchase common shares and NRP shares of the Company. Options
granted under the stock option plan may not be exercised except in
accordance with such limitations as the Company's Human Resources
Committee may determine.

The following table summarizes the status of options outstanding under
the Plan:

<TABLE>
<CAPTION>
2000 WEIGHTED 1999 WEIGHTED
SHARE OPTIONS AVERAGE SHARE OPTIONS AVERAGE
OUTSTANDING PRICE OUTSTANDING PRICE
------------- -------- ------------- --------
<S> <C> <C> <C> <C>
Outstanding, beginning of year............................ 3,257,850 $14.44 2,894,650 $13.36
Granted................................................... 255,500 17.09 542,500 19.30
Exercised................................................. (134,450) 9.20 (119,600) 9.55
Forfeited................................................. (157,300) 18.38 (59,700) 16.00
--------- ------ --------- ------
Outstanding, end of year.................................. 3,221,600 $14.68 3,257,850 $14.44
========= ====== ========= ======
Exercisable, end of year.................................. 1,758,650 $11.94 1,369,350 $ 9.37
========= ====== ========= ======
</TABLE>

F-18
<PAGE> 63
INTRAWEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

(EXPRESSED IN U.S. DOLLARS)
FOR THE YEARS ENDED JUNE 30, 2000 AND 1999
(tabular amounts in thousands of dollars unless otherwise indicated)

The following table provides details of options outstanding at June 30,
2000:

<TABLE>
<CAPTION>
WEIGHTED
NUMBER AVERAGE LIFE WEIGHTED NUMBER WEIGHTED
RANGE OF OUTSTANDING REMAINING AVERAGE EXERCISABLE AVERAGE
EXERCISE PRICES JUNE 30, 2000 (YEARS) PRICE JUNE 30, 2000 PRICE
--------------- ------------- ------------ -------- ------------- --------
<S> <C> <C> <C> <C> <C>
$7.64-$11.72................................ 1,248,100 3.1 $ 9.43 1,206,900 $ 9.40
$14.96-$19.77............................... 1,973,500 7.7 18.00 551,750 17.50
--------- --- ------ --------- ------
3,221,600 5.9 $14.68 1,758,650 $11.94
========= === ====== ========= ======
</TABLE>

(d) EMPLOYEE SHARE PURCHASE PLAN:

The employee share purchase plan permits certain full-time employees of
the Company and its subsidiaries and limited partnerships to purchase
common shares through payroll deductions. The Company contributes $1
for every $3 contributed by an employee. To June 30, 2000, a total of
65,809 (1999 -- 65,809) common shares have been issued from treasury
under this plan. A further 100,000 common shares have been authorized
and reserved for issuance under this plan.

(e) FUNDED SENIOR EMPLOYEE SHARE PURCHASE PLAN:

The Company has a funded senior employee share purchase plan which
provides for loans to be made to designated eligible employees to be
used to subscribe for common shares. At June 30, 2000, loans to
employees under the funded senior employee share purchase plan amounted
to $560,000 with respect to 131,150 common shares and 37,272 NRP shares
(1999 -- $677,000 with respect to 131,150 common shares and 83,160 NRP
shares). The loans are interest-free, secured by a promissory note and
a pledge of the shares and mature by 2005. A further 96,400 common
shares have been authorized and reserved for issuance under this plan.

12. INCOME TAXES:

(a) PROVISION FOR INCOME TAXES:

<TABLE>
<CAPTION>
2000 1999
------- -------
<S> <C> <C>
Current..................................................... $ 3,285 $ 6,398
Future...................................................... 12,109 7,075
------- -------
$15,394 $13,473
======= =======
</TABLE>

The reconciliation of income taxes calculated at the statutory rate to
the actual income tax provision is as follows:

<TABLE>
<CAPTION>
2000 1999
-------- --------
<S> <C> <C>
Statutory rate.............................................. 45.58% 45.58%
Income tax charge at statutory rate......................... $ 34,934 $ 24,775
Non-deductible depreciation and amortization................ 825 3,329
Large corporations tax...................................... 373 1,616
Taxes related to non-controlling interest share of
earnings.................................................. (4,220) (3,107)
Taxes related to equity accounted investment................ (1,063) (978)
Foreign taxes different from statutory rate................. (15,754) (13,278)
Other....................................................... 299 1,116
-------- --------
Provision for income taxes.................................. $ 15,394 $ 13,473
======== ========
</TABLE>

F-19
<PAGE> 64
INTRAWEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

(EXPRESSED IN U.S. DOLLARS)
FOR THE YEARS ENDED JUNE 30, 2000 AND 1999
(tabular amounts in thousands of dollars unless otherwise indicated)

(b) The tax effects of temporary differences that give rise to significant
portions of the future tax assets and future tax liabilities at June
30, 2000 are presented below:

<TABLE>
<CAPTION>
2000
-------
<S> <C>
Future tax assets:
Non-capital loss carry forwards........................... $25,573
Share issue and financing costs........................... 708
Differences in working capital deductions for tax and
accounting purposes..................................... 1,854
Other..................................................... 1,321
-------
Total gross future tax assets............................... 29,456
Less: valuation allowance................................... (6,910)
-------
Net future tax assets....................................... 22,546
-------
Future tax liabilities:
Differences in depreciation and undepreciated capital
cost:
Ski and resort assets................................... 93,472
Properties.............................................. 6,287
Other..................................................... 864
-------
Total gross future tax liabilities.......................... 100,623
-------
Net future tax liabilities.................................. $78,077
=======
</TABLE>

(c) At June 30, 2000, the Company has non-capital loss carryforwards for
income tax purposes of approximately $86,049,000 that are available to
offset future taxable income through 2015.

13. JOINT VENTURES:

The following amounts represent the Company's proportionate interest in
joint ventures and non-controlled partnerships including Mammoth, Alpine,
Blue and Keystone/Intrawest L.L.C.:

<TABLE>
<CAPTION>
2000 1999
-------- --------
<S> <C> <C>
Properties, current......................................... $ 40,977 $ 46,472
Other current assets........................................ 26,638 18,609
-------- --------
67,615 65,081
Current liabilities......................................... (53,927) (34,383)
-------- --------
Working capital............................................. 13,688 30,698
Ski and resort operations................................... 132,589 104,238
Properties, non-current..................................... 78,699 90,716
Bank and other indebtedness, non-current.................... (41,498) (58,042)
Other, net.................................................. (14,760) 7,826
-------- --------
$168,718 $175,436
======== ========
</TABLE>

<TABLE>
<CAPTION>
2000 1999
-------- --------
<S> <C> <C>
Revenue..................................................... $136,557 $123,282
Expenses.................................................... 127,496 110,563
-------- --------
Income for continuing operations before income taxes........ 9,061 12,719
Results of discontinued operations.......................... 97 444
-------- --------
$ 9,158 $ 13,163
======== ========
</TABLE>

F-20
<PAGE> 65
INTRAWEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

(EXPRESSED IN U.S. DOLLARS)
FOR THE YEARS ENDED JUNE 30, 2000 AND 1999
(tabular amounts in thousands of dollars unless otherwise indicated)

<TABLE>
<CAPTION>
2000 1999
-------- --------
<S> <C> <C>
Cash provided by (used in):
Operations................................................ $ 26,107 $ 23,562
Financing................................................. 483 4,009
Investments............................................... (28,720) (26,213)
-------- --------
Increase (decrease) in cash and cash equivalents............ $ (2,130) $ 1,358
======== ========
</TABLE>

Due to joint venture partners is the amount payable to the Company's joint
venture partners in various properties for costs they have incurred on the
Company's behalf. Payments to the joint venture partners are governed by the
terms of the respective joint venture agreement.

14. CONTINGENCIES AND COMMITMENTS:

(a) The Company holds licenses and land leases with respect to certain of
its ski operations. These leases expire at various times between 2032
and 2051 and provide for annual payments generally in the range of 2%
of defined gross revenues.

(b) The Company has estimated costs to complete ski and resort operation
assets and properties currently under construction and held for sale
amounting to $327,788,000 at June 30, 2000 (1999 -- $250,323,000).
These costs are substantially covered by existing financing
commitments.

<TABLE>
<S> <C>
Year ending June 30, 2001................................... $ 4,953
2002................................... 3,863
2003................................... 3,421
2004................................... 2,223
2005................................... 2,112
Subsequent to 2005................................... 3,483
-------
$20,055
=======
</TABLE>

(d) The Company is contingently liable for indebtedness at June 30, 2000 of
$8,698,000 (1999 -- $13,722,000) which relates to certain non-resort
properties under development sold during the year ended September 30,
1994 (note 19). The purchasers of these properties have provided
guarantees to the Company in respect of the indebtedness and have
indemnified the Company for any potential losses resulting from the
contingent liability.

(e) The Company is contingently liable for the obligations of certain joint
ventures and limited partnerships. The assets of these joint ventures
and limited partnerships, which in all cases exceed the obligations,
are available to satisfy such obligations.

15. INTEREST EXPENSE:

<TABLE>
<CAPTION>
2000 1999
------- -------
<S> <C> <C>
Total interest incurred..................................... $66,426 $50,552
Less:
Interest capitalized to ski and resort operation assets... 721 1,883
Interest capitalized to properties, net of capitalized
interest included in real estate cost of sales of
$10,875,000 (1999 -- $6,004,000)........................ 19,129 16,975
------- -------
$46,576 $31,694
======= =======
</TABLE>

<TABLE>
<CAPTION>
2000 1999
------- -------
<S> <C> <C>
Interest was charged to income as follows:
Real estate costs......................................... $10,875 $ 6,004
Interest expense.......................................... 35,217 24,813
Discontinued operations................................... 484 877
------- -------
$46,576 $31,694
======= =======
</TABLE>

F-21
<PAGE> 66
INTRAWEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

(EXPRESSED IN U.S. DOLLARS)
FOR THE YEARS ENDED JUNE 30, 2000 AND 1999
(tabular amounts in thousands of dollars unless otherwise indicated)

Real estate costs and discontinued operations also include $5,892,000 (1999
-- $4,746,000) and $nil (1999 -- $605,000), respectively, of interest
incurred in prior years.

16. FINANCIAL INSTRUMENTS:

(a) FAIR VALUE:

The Company has various financial instruments including cash and cash
equivalents, amounts receivable, certain amounts payable and accrued
liabilities. Due to their short-term maturity or, in the case of
amounts receivable, their market comparable interest rates, the
instruments' book value approximates their fair value. Debt and
interest swap agreements are also financial instruments. The fair
values at June 30, 2000 and 1999 were estimated by discounting future
cash flows at estimated market rates and are summarized as follows:

<TABLE>
<CAPTION>
2000 1999
------------------------ ------------------------
BOOK VALUE FAIR VALUE BOOK VALUE FAIR VALUE
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Bank and other indebtedness including the effect of interest
swap agreements........................................... $833,161 $1,022,700 $727,072 $721,612
</TABLE>

(b) INTEREST RATE RISK:

As described in note 8, $295,945,000 of the Company's debt instruments
bear interest at floating rates. Fluctuations in these rates will
impact the cost of financing incurred in the future.

The Company's products and services are purchased by a wide range of
customers in different regions of North America and elsewhere. Due to
the nature of its operations, the Company has no concentrations of
credit risk.

17. EMPLOYEE BENEFITS:

The Company has two defined benefit pension plans for certain of its senior
executives. Information about these defined benefit plans is as follows:

<TABLE>
<CAPTION>
2000 1999
------- -------
<S> <C> <C>
Accrued benefit obligation:
Balance at beginning of year.............................. $ 3,810 $ 3,435
Current service cost...................................... 208 203
Interest cost............................................. 231 172
------- -------
Balance at end of year.................................... 4,249 3,810
------- -------
Plan assets:
Fair value at beginning of year........................... 2,016 1,454
Contributions............................................. 231 214
Actual return on plan assets.............................. 68 92
Contribution receivable................................... 242 256
------- -------
Balance at end of year.................................... 2,557 2,016
------- -------
Plan deficit................................................ (1,692) (1,794)
Unamortized past service costs.............................. -- 1,814
------- -------
Accrued benefit asset (liability)........................... $(1,692) $ 20
======= =======
</TABLE>

The significant actuarial assumptions adopted in measuring the Company's
accrued benefit obligations are as follows (weighted-average assumptions as
of June 30):

<TABLE>
<CAPTION>
2000 1999
---- ----
<S> <C> <C>
Discount rate............................................... 7% 3.5%
Expected long-term rate of return on plan assets............ 8% 3.5%
Rate of compensation increase............................... 6% 4%
</TABLE>

F-22
<PAGE> 67
INTRAWEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

(EXPRESSED IN U.S. DOLLARS)
FOR THE YEARS ENDED JUNE 30, 2000 AND 1999
(tabular amounts in thousands of dollars unless otherwise indicated)

The company's net benefit plan expense is as follows:

<TABLE>
<CAPTION>
2000 1999
---- ----
<S> <C> <C>
Current service costs....................................... $208 $203
Interest cost............................................... 231 172
Expected return on plan assets.............................. (68) (92)
Amortized past service costs................................ -- 159
---- ----
$371 $442
==== ====
</TABLE>

18. SEGMENTED INFORMATION:

The Company has four reportable segments: ski and resort operations, real
estate operations, warm-weather operations, and corporate and all other. The
ski and resort segment includes all of the Company's mountain resorts and
associated activities. The real estate segment includes all of the Company's
real estate activities. The warm-weather operations include all of the
Company's stand-alone golf courses that are not located at mountain resorts.

The Company evaluates performance based on profit or loss from operations
before interest, depreciation and amortization, and income taxes.
Intersegment sales and transfers are accounted for as if the sales or
transfers were to third parties.

The Company's reportable segments are strategic business units that offer
distinct products and services, and that have their own identifiable
marketing strategies. Each of the reportable segments has senior level
executives responsible for the performance of the segment.

The following table presents the Company's results from continuing
operations by reportable segment:

<TABLE>
<CAPTION>
2000 1999
-------- --------
<S> <C> <C>
Revenue:
Ski and resort............................................ $394,630 $340,205
Real estate............................................... 348,360 221,235
Warm-weather.............................................. 57,511 42,320
Corporate and all other................................... 14,782 5,865
-------- --------
$815,283 $609,625
======== ========
</TABLE>

<TABLE>
<CAPTION>
2000 1999
-------- --------
<S> <C> <C>
Operating profit before interest, depreciation and
amortization, and income taxes:
Ski and resort............................................ $ 85,136 $ 75,947
Real estate............................................... 62,874 43,865
Warm-weather.............................................. 8,552 5,637
Corporate and all other................................... 14,782 5,865
-------- --------
171,344 131,314
Less:
Interest.................................................. (35,217) (24,813)
Depreciation and amortization............................. (51,399) (40,199)
General and administrative................................ (7,985) (7,384)
-------- --------
(94,601) (72,396)
-------- --------
$ 76,743 $ 58,918
======== ========
</TABLE>

<TABLE>
<CAPTION>
2000 1999
---------- ----------
<S> <C> <C>
Segment assets:
Ski and resort............................................ $ 696,406 $ 633,487
Real estate............................................... 578,915 460,903
Warm-weather.............................................. 104,153 84,618
Corporate and all other................................... 321,081 266,655
Discontinued operations................................... 16,800 46,521
---------- ----------
$1,717,355 $1,492,184
========== ==========
</TABLE>

F-23
<PAGE> 68
INTRAWEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

(EXPRESSED IN U.S. DOLLARS)
FOR THE YEARS ENDED JUNE 30, 2000 AND 1999
(tabular amounts in thousands of dollars unless otherwise indicated)

<TABLE>
<CAPTION>
2000 1999
-------- --------
<S> <C> <C>
Capital acquisitions:
Ski and resort............................................ $103,303 $138,660
Real estate............................................... -- 3,858
Warm-weather.............................................. 15,311 5,535
Corporate and all other................................... 6,501 5,476
-------- --------
$125,115 $153,529
======== ========
</TABLE>

GEOGRAPHIC INFORMATION:

<TABLE>
<CAPTION>
2000 1999
-------- --------
<S> <C> <C>
Revenue:
Canada.................................................... $336,320 $260,415
United States............................................. 478,963 349,210
-------- --------
$815,283 $609,625
======== ========
</TABLE>

<TABLE>
<CAPTION>
2000 1999
------- -------
<S> <C> <C>
Operating income before income taxes, non-controlling
interest and results of discontinued operations:
Canada.................................................... $52,520 $40,718
United States............................................. 24,223 18,200
------- -------
$76,743 $58,918
======= =======
</TABLE>

<TABLE>
<CAPTION>
2000 1999
---------- ----------
<S> <C> <C>
Identifiable assets:
Canada.................................................... $ 777,762 $ 658,714
United States............................................. 922,793 786,949
Discontinued operations................................... 16,800 46,521
---------- ----------
$1,717,355 $1,492,184
========== ==========
</TABLE>

19. RELATED PARTY TRANSACTIONS:

Effective April 1, 1994, the Company sold substantially all of its
industrial and non-resort residential properties under development in
British Columbia and Washington State to two partnerships formed by a group
of investors. An officer and a director of the Company is the majority
shareholder of corporations that invested in a 20% interest in the
partnerships. Such corporations are also the managing general partners of
the partnerships.

The consideration for the sale included a vendor take-back note originally
for $22,926,000, of which $8,230,000 was outstanding at June 30, 1999.
During the year ended June 30, 2000, the partnerships repaid $6,663,000
leaving $1,567,000 outstanding at June 30, 2000. This amount is due, with
interest at 10% per annum, in two installments: $892,000 on July 31, 2000
(paid) and $675,000 on January 31, 2001.

The Company committed to provide the partnerships various credit facilities,
including a $4,728,000 revolving line of credit until January 31, 2001,
reducing to $4,052,000 until July 31, 2001 and thereafter to $2,702,000
until the availability terminates on January 31, 2002. The line of credit
earns interest at prime plus 2% per annum. At June 30, 2000, $4,708,000
(1999 -- $4,765,000) was advanced under these facilities and accrued and
unpaid interest amounted to $142,000 (1999 -- $480,000). In addition, the
Company agreed to provide financial assistance by way of continuing
liability in respect of certain indebtedness and liabilities of the
partnerships. The Company earns fees in consideration for this financial
assistance. The partnerships have guaranteed repayment of these facilities
and indemnified the Company for any losses under them.

F-24
<PAGE> 69
INTRAWEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

(EXPRESSED IN U.S. DOLLARS)
FOR THE YEARS ENDED JUNE 30, 2000 AND 1999
(tabular amounts in thousands of dollars unless otherwise indicated)

20. CASH FLOW INFORMATION:

The changes in non-cash operating working capital balance consist of the
following:

<TABLE>
<CAPTION>
2000 1999
-------- --------
<S> <C> <C>
Cash provided by (used in):
Amounts receivable........................................ $ 531 $(33,683)
Other assets.............................................. (32,837) (8,334)
Amounts payable........................................... 23,365 22,862
Due to joint venture partner.............................. 5,736 13,806
Deferred revenue.......................................... 35,537 17,722
-------- --------
$ 32,332 $ 12,373
======== ========
Supplemental information:
Interest paid............................................. $ 63,789 $ 39,323
Taxes paid................................................ 2,575 1,176
Non-cash investing and financing activities
Capital stock issued on acquisitions...................... $ -- $ 5,961
Capital stock issued for settlement of bank and other
indebtedness............................................ 1,236 --
Bank and other indebtedness incurred on acquisitions...... 5,711 5,934
</TABLE>

21. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES:

The consolidated financial statements have been prepared in accordance with
generally accepted accounting principles ("GAAP") in Canada. The principles
adopted in these financial statements conform in all material respects to
those generally accepted in the United States and the rules and regulations
promulgated by the Securities and Exchange Commission ("SEC") except as
summarized below:

<TABLE>
<CAPTION>
2000 1999
-------- --------
<S> <C> <C>
Income from continuing operations in accordance with
Canadian GAAP............................................. $ 52,091 $ 38,628
Effects of differences in accounting for:
Cost of sales pursuant to SFAS 109 (d).................... -- (942)
Depreciation pursuant to SFAS 109 (d)..................... (549) (1,776)
Provision for future taxes pursuant to SFAS 109 (d)....... -- 1,073
Foreign exchange pursuant to FAS 52 (g)................... (4,716) 8,025
-------- --------
Income from continuing operations in accordance with United
States GAAP............................................... 46,826 45,008
Results of discontinued operations in accordance with
Canadian and United States GAAP........................... (99) (4,565)
-------- --------
Net income in accordance with United States GAAP............ 46,727 40,443
Opening retained earnings in accordance with United States
GAAP (b).................................................. 127,645 91,584
Reduction in redemption price of non-resort preferred
shares.................................................... 7,588 --
Common share dividends...................................... (4,715) (4,382)
-------- --------
Closing retained earnings in accordance with United States
GAAP...................................................... $177,245 $127,645
======== ========
Weighted average number of shares outstanding (in
thousands)................................................ 43,362 40,237
======== ========
Income per common share (basic and diluted; in dollars)
Income from continuing operations......................... $ 1.08 $ 1.12
Net income................................................ $ 1.08 $ 1.12
======== ========
</TABLE>

<TABLE>
<CAPTION>
2000 1999
------- -------
<S> <C> <C>
Comprehensive income
Net income in accordance with United States GAAP.......... $46,727 $40,443
Other comprehensive income (loss)......................... 1,358 (8,010)
------- -------
$48,085 $32,433
======= =======
</TABLE>

F-25
<PAGE> 70
INTRAWEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

(EXPRESSED IN U.S. DOLLARS)
FOR THE YEARS ENDED JUNE 30, 2000 AND 1999
(tabular amounts in thousands of dollars unless otherwise indicated)

<TABLE>
<CAPTION>
2000 1999
---------- ----------
<S> <C> <C>
Total assets in accordance with Canadian GAAP............... $1,717,355 $1,492,184
Effects of differences in accounting for:
Shareholder loans (c)..................................... (560) (677)
Ski and resort assets (d)................................. 4,893 4,231
Goodwill (d).............................................. 37,943 39,156
Properties (d)............................................ 710 710
---------- ----------
Total assets in accordance with United States GAAP.......... $1,760,341 $1,535,604
========== ==========
</TABLE>

<TABLE>
<CAPTION>
2000 1999
---------- ----------
<S> <C> <C>
Total liabilities in accordance with Canadian GAAP.......... $1,206,083 $ 953,716
Effects of differences in accounting for:
Future income taxes (d)................................... -- 56,381
Employee future benefits (i).............................. -- 1,743
Foreign exchange (g)...................................... (3,309) (8,025)
---------- ----------
Total liabilities in accordance with United States GAAP..... $1,202,774 $1,003,815
========== ==========
</TABLE>

<TABLE>
<CAPTION>
2000 1999
-------- --------
<S> <C> <C>
Capital stock in accordance with Canadian GAAP.............. $413,719 $437,938
Effects of differences in accounting for:
Extinguishment of options and warrants (a)................ 1,563 1,563
Future income taxes (d)................................... -- 399
Shareholder loans (c)..................................... (560) (677)
-------- --------
Capital stock in accordance with United States GAAP......... 414,722 439,223
Closing retained earnings in accordance with United States
GAAP...................................................... 177,245 127,645
Accumulated other comprehensive income (h).................. (34,400) (35,758)
-------- --------
Shareholders' equity in accordance with United States
GAAP...................................................... $557,567 $531,110
======== ========
</TABLE>

(a) EXTINGUISHMENT OF OPTIONS AND WARRANTS:

Payments made to extinguish options and warrants can be treated as
capital items under Canadian GAAP. These payments would be treated as
income items under United States GAAP. As a result, payments made to
extinguish options in prior years impact the current year's capital
stock and retained earnings. No payments were made during the years
ended June 30, 2000 and 1999.

(b) RETAINED EARNINGS:

Opening retained earnings in accordance with United States GAAP for the
year ended June 30, 1999 includes the effects of:

(i) adopting SFAS 109 as described in (d). The net decrease in
retained earnings was $11,717,000.

(ii) treating payments made to extinguish options and warrants as
income items as described in (a). The net decrease in retained
earnings was $1,563,000.

(iii) recognizing post employment benefits as described in (i). The net
decrease in retained earnings was $1,743,000.

The Company accounts for loans provided to senior employees for the
purchase of shares as amounts receivable. Under the rules of the SEC,
these loans, totaling $560,000 and $677,000 as at June 30, 2000 and
1999, respectively, would be deducted from share capital.

(d) INCOME TAXES:

As described in note 1(n), the Company adopted Section 3465 in its year
ended June 30, 2000 and has calculated the provisions of Section 3465
retroactively to July 1, 1999. Prior to this date, the Company had
adopted the Statement of Financial Accounting Standards ("SFAS") 109,
"Accounting for Income Taxes", for the financial statement amounts
presented under United States GAAP. SFAS 109 requires that future tax
liabilities or assets be recognized for the difference between assigned
values and tax bases of assets and liabilities acquired pursuant to a
business combination except for non tax-deductible goodwill and
unallocated negative

F-26
<PAGE> 71
INTRAWEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

(EXPRESSED IN U.S. DOLLARS)
FOR THE YEARS ENDED JUNE 30, 2000 AND 1999
(tabular amounts in thousands of dollars unless otherwise indicated)

goodwill, effective from the Company's year ended September 30, 1994.
The effect of adopting SFAS 109 increases the carrying values of
certain balance sheet amounts at June 30, 2000 and 1999 as follows:

<TABLE>
<CAPTION>
2000 1999
------- -------
<S> <C> <C>
Ski and resort assets....................................... $ 4,893 $ 4,231
Goodwill.................................................... 37,943 39,156
Properties.................................................. 710 710
Capital stock............................................... -- 399
Future income tax liability................................. -- 56,381
</TABLE>

The tax effects of temporary differences that give rise to significant
portions of the future tax assets and future tax liabilities at June
30, 1999 are presented below:

<TABLE>
<CAPTION>
1999
--------
<S> <C>
Future tax assets:
Non-capital loss carry forwards........................... $ 24,711
Share issue and financing costs........................... 1,861
Other..................................................... 911
--------
Total gross future tax assets............................... 27,483
Less: valuation allowance................................... (11,323)
--------
Net future tax assets....................................... 16,160
--------
Future tax liabilities:
Differences in depreciation and undepreciated capital
cost:
Ski and resort assets................................... 77,704
Properties.............................................. 6,417
Differences in working capital deductions for tax and
accounting purposes..................................... 479
Other..................................................... 2,434
--------
Total gross future tax liabilities.......................... 87,034
--------
Net future tax liabilities.................................. $ 70,874
========
</TABLE>

(e) JOINT VENTURES:

In accordance with Canadian GAAP, joint ventures are required to be
proportionately consolidated regardless of the legal form of the
entity. Under United States GAAP, incorporated joint ventures are
required to be accounted for by the equity method. However, in
accordance with practices provided for by the SEC, the Company has
elected for the purpose of this reconciliation to account for
incorporated joint ventures by the proportionate consolidation method
(note 13).

(f) STOCK COMPENSATION:

Statement of Financial Accounting Standards No. 123 ("FAS 123"),
Accounting for Stock-Based Compensation, requires that stock-based
compensation be accounted for based on a fair value methodology,
although it allows an entity to elect to continue to measure
stock-based compensation costs using the intrinsic value based method
of accounting proscribed by Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" ("APB 25"). The Company has
elected to account for stock-based compensation in accordance with APB
25 for purposes of this United States GAAP reconciliation. Accordingly,
no compensation expense has been recognized for the years presented.

Had compensation expense been determined in accordance with the
provisions of FAS 123 using the Black-Scholes option pricing model at
the date of the grant, the following weighted average assumptions would
be used for option grants in:

<TABLE>
<CAPTION>
2000 1999
------- -------
<S> <C> <C>
Dividend yield.............................................. 0.6% 0.7%
Risk-free interest rate..................................... 6.25% 5.0%
Expected option life........................................ 7 years 5 years
Expected volatility......................................... 69% 39%
</TABLE>

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<PAGE> 72
INTRAWEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

(EXPRESSED IN U.S. DOLLARS)
FOR THE YEARS ENDED JUNE 30, 2000 AND 1999
(tabular amounts in thousands of dollars unless otherwise indicated)

Using the above assumptions, the Company's net income under United
States GAAP would have been reduced to the pro forma amounts indicated
below:

<TABLE>
<CAPTION>
2000 1999
------- -------
<S> <C> <C>
Net income in accordance with United States GAAP:
As reported............................................... $46,727 $40,443
Estimated fair value of option grants..................... (2,894) (2,403)
------- -------
Pro forma................................................... $43,833 $38,040
======= =======
</TABLE>

Pro forma net income reflects only options granted since June 30, 1996.
Therefore, the full impact of calculating compensation costs for stock
options under FAS 123 is not reflected in the pro forma net income
amounts presented above because compensation cost is reflected over the
options' vesting period of 7 years (1999 -- 5 years) and compensation
cost for options granted prior to July 1, 1996 is not considered.

(g) FOREIGN EXCHANGE ON BANK AND OTHER INDEBTEDNESS:

Under Canadian GAAP the Company defers and amortizes foreign exchange
gains and losses on bank and other indebtedness denominated in foreign
currencies over the remaining term of the debt. Under United States
GAAP, foreign exchange gains and losses are included in income in the
period in which the exchange rate fluctuates.

(h) OTHER COMPREHENSIVE INCOME:

Statement of Financial Accounting Standards No. 130, Reporting
Comprehensive Income ("FAS 130") requires that a company classify items
of other comprehensive income by their nature in a financial statement
and display the accumulated balance of other comprehensive income
separately from retained earnings and capital stock in the equity
section of the balance sheet.

The foreign currency translation adjustment in the amount of
$34,400,000 (1999 -- $35,758,000) presented in shareholders' equity
under Canadian GAAP would be considered accumulated other comprehensive
income under United States GAAP. The change in the balance of
$1,358,000 would be other comprehensive income for the year (1999 --
loss of $8,010,000).

(i) EMPLOYEE FUTURE BENEFITS:

As discussed in note 1(t), the Company has adopted new requirements in
Canada for the recognition of post employment benefits. This adoption
eliminates a previously existing Canada - United States GAAP
difference. The application of these principles to the fiscal 1999
income reported under United States GAAP was not material.

(j) COMPARATIVE FIGURES:

Certain comparative figures for 1999 have been reclassified to conform
with the financial presentation adopted in the current year.

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