CONDENSED CONSOLIDATING INFORMATION

Ventas, Inc. has fully and unconditionally guaranteed the obligation to pay principal and interest with respect to the outstanding senior notes issued by our 100% owned subsidiary, Ventas Realty, Limited Partnership (“Ventas Realty”), including the senior notes that were jointly issued with Ventas Capital Corporation. Ventas Capital Corporation is a direct 100% owned subsidiary of Ventas Realty that has no assets or operations, but was formed in 2002 solely to facilitate offerings of senior notes by a limited partnership. None of our other subsidiaries (such subsidiaries, excluding Ventas Realty and Ventas Capital Corporation, the “Ventas Subsidiaries”) is obligated with respect to Ventas Realty’s outstanding senior notes.

In connection with the acquisition of Nationwide Health Properties, Inc. (“NHP”), our 100% owned subsidiary, Nationwide Health Properties, LLC (“NHP LLC”), as successor to NHP, assumed the obligation to pay principal and interest with respect to the outstanding senior notes issued by NHP. Neither we nor any of our subsidiaries (other than NHP LLC) is obligated with respect to NHP LLC’s outstanding senior notes.

Under certain circumstances, contractual and legal restrictions, including those contained in the instruments governing our subsidiaries’ outstanding mortgage indebtedness, may restrict our ability to obtain cash from our subsidiaries for the purpose of meeting our debt service obligations, including our payment guarantee with respect to Ventas Realty’s senior notes. Certain of our real estate assets are also subject to mortgages.

The following summarizes our condensed consolidating information as of June 30, 2014 and December 31, 2013 and for the three and six months ended June 30, 2014 and 2013:

CONDENSED CONSOLIDATING BALANCE SHEET

As of June 30, 2014



	Ventas, Inc.		Ventas Realty (1)			Ventas Subsidiaries		Consolidated Elimination			Consolidated
	(In thousands)
Assets
Net real estate investments	$	6,707	$	362,627		$	18,020,410	$	—		$	18,389,744
Cash and cash equivalents	50,226		—			36,409		—			86,635
Escrow deposits and restricted cash	2,102		1,317			72,095		—			75,514
Deferred financing costs, net	758		55,200			7,441		—			63,399
Investment in and advances to affiliates	10,290,091		3,201,998			—		(13,492,089		)	—
Other assets	117,625		23,235			1,034,634		—			1,175,494
Total assets	$	10,467,509	$	3,644,377		$	19,170,989	$	(13,492,089	)	$	19,790,786
Liabilities and equity
Liabilities:
Senior notes payable and other debt	$	—	$	6,838,858		$	2,763,581	$	—		$	9,602,439
Intercompany loans	4,845,322		(5,232,101		)	386,779		—			—
Accrued interest	—		43,239			13,483		—			56,722
Accounts payable and other liabilities	89,220		36,757			849,305		—			975,282
Deferred income taxes	256,392		—			—		—			256,392
Total liabilities	5,190,934		1,686,753			4,013,148		—			10,890,835
Redeemable OP unitholder and noncontrolling interests	5,659		—			163,633		—			169,292
Total equity	5,270,916		1,957,624			14,994,208		(13,492,089		)	8,730,659
Total liabilities and equity	$	10,467,509	$	3,644,377		$	19,170,989	$	(13,492,089	)	$	19,790,786


(1)	Certain of Ventas Realty’s outstanding senior notes were issued jointly with our 100% owned subsidiary, Ventas Capital Corporation, which has no assets or operations.

CONDENSED CONSOLIDATING BALANCE SHEET

As of December 31, 2013



	Ventas, Inc.		Ventas Realty (1)			Ventas Subsidiaries		Consolidated Elimination			Consolidated
	(In thousands)
Assets
Net real estate investments	$	7,009	$	374,590		$	18,161,872	$	—		$	18,543,471
Cash and cash equivalents	28,169		—			66,647		—			94,816
Escrow deposits and restricted cash	2,104		1,211			81,342		—			84,657
Deferred financing costs, net	758		54,022			7,435		—			62,215
Investment in and advances to affiliates	10,481,466		3,201,998			—		(13,683,464		)	—
Other assets	29,450		14,102			902,783		—			946,335
Total assets	$	10,548,956	$	3,645,923		$	19,220,079	$	(13,683,464	)	$	19,731,494
Liabilities and equity
Liabilities:
Senior notes payable and other debt	$	—	$	6,336,240		$	3,028,752	$	—		$	9,364,992
Intercompany loans	4,247,853		(4,682,119		)	434,266		—			—
Accrued interest	—		39,561			14,788		—			54,349
Accounts payable and other liabilities	94,495		28,152			878,868		—			1,001,515
Deferred income taxes	250,167		—			—		—			250,167
Total liabilities	4,592,515		1,721,834			4,356,674		—			10,671,023
Redeemable OP unitholder and noncontrolling interests	—		—			156,660		—			156,660
Total equity	5,956,441		1,924,089			14,706,745		(13,683,464		)	8,903,811
Total liabilities and equity	$	10,548,956	$	3,645,923		$	19,220,079	$	(13,683,464	)	$	19,731,494


(1)	Certain of Ventas Realty’s outstanding senior notes were issued jointly with our 100% owned subsidiary, Ventas Capital Corporation, which has no assets or operations.

CONDENSED CONSOLIDATING STATEMENT OF INCOME

For the Three Months Ended June 30, 2014



	Ventas, Inc.			Ventas Realty (1)			Ventas Subsidiaries		Consolidated Elimination			Consolidated
	(In thousands)
Revenues:
Rental income	$	626		$	70,859		$	286,131	$	—		$	357,616
Resident fees and services	—			—			374,473		—			374,473
Medical office building and other services revenue	—			—			4,367		—			4,367
Income from loans and investments	931			—			13,694		—			14,625
Equity earnings in affiliates	132,423			—			73		(132,496		)	—
Interest and other income	34			5			134		—			173
Total revenues	134,014			70,864			678,872		(132,496		)	751,254
Expenses:
Interest	(4,225		)	46,935			48,791		—			91,501
Depreciation and amortization	1,478			7,753			181,587		—			190,818
Property-level operating expenses	—			99			288,660		—			288,759
Medical office building services costs	—			—			1,626		—			1,626
General, administrative and professional fees	(12		)	5,752			25,566		—			31,306
Loss on extinguishment of debt, net	—			—			2,924		—			2,924
Merger-related expenses and deal costs	6,482			2,110			1,007		—			9,599
Other	324			83			4,456		—			4,863
Total expenses	4,047			62,732			554,617		—			621,396
Income from continuing operations before income from unconsolidated entities, income taxes, real estate dispositions and noncontrolling interest	129,967			8,132			124,255		(132,496		)	129,858
Income from unconsolidated entities	—			320			28		—			348
Income tax (expense) benefit	(3,274		)	—			—		—			(3,274		)
Income from continuing operations	126,693			8,452			124,283		(132,496		)	126,932
Discontinued operations	(184		)	(1,329		)	1,258		—			(255		)
Gain on real estate dispositions	11,889			—			—		—			11,889
Net income	138,398			7,123			125,541		(132,496		)	138,566
Net income attributable to noncontrolling interest	—			—			168		—			168
Net income attributable to common stockholders	$	138,398		$	7,123		$	125,373	$	(132,496	)	$	138,398


(1)	Certain of Ventas Realty’s outstanding senior notes were issued jointly with our 100% owned subsidiary, Ventas Capital Corporation, which has no assets or operations.

CONDENSED CONSOLIDATING STATEMENT OF INCOME

For the Three Months Ended June 30, 2013



	Ventas, Inc.			Ventas Realty (1)		Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Revenues:
Rental income	$	619		$	69,830	$	252,999		$	—		$	323,448
Resident fees and services	—			—		341,594			—			341,594
Medical office building and other services revenue	—			—		3,537			—			3,537
Income from loans and investments	1,159			493		13,081			—			14,733
Equity earnings in affiliates	105,136			—		223			(105,359		)	—
Interest and other income	259			5		533			—			797
Total revenues	107,173			70,328		611,967			(105,359		)	684,109
Expenses:
Interest	(474		)	35,766		46,945			—			82,237
Depreciation and amortization	1,213			7,510		162,804			—			171,527
Property-level operating expenses	—			140		269,348			—			269,488
Medical office building services costs	—			—		1,667			—			1,667
General, administrative and professional fees	1,155			5,165		21,004			—			27,324
Gain on extinguishment of debt, net	—			—		(720		)	—			(720		)
Merger-related expenses and deal costs	4,227			—		2,440			—			6,667
Other	254			—		4,131			—			4,385
Total expenses	6,375			48,581		507,619			—			562,575
Income from continuing operations before income (loss) from unconsolidated entities, income taxes and noncontrolling interest	100,798			21,747		104,348			(105,359		)	121,534
Income (loss) from unconsolidated entities	—			217		(723		)	—			(506		)
Income tax benefit	12,064			—		—			—			12,064
Income from continuing operations	112,862			21,964		103,625			(105,359		)	133,092
Discontinued operations	1,718			303		(20,580		)	—			(18,559		)
Net income	114,580			22,267		83,045			(105,359		)	114,533
Net loss attributable to noncontrolling interest	—			—		(47		)	—			(47		)
Net income attributable to common stockholders	$	114,580		$	22,267	$	83,092		$	(105,359	)	$	114,580


(1)	Certain of Ventas Realty’s outstanding senior notes were issued jointly with our 100% owned subsidiary, Ventas Capital Corporation, which has no assets or operations.

CONDENSED CONSOLIDATING STATEMENT OF INCOME

For the Six Months Ended June 30, 2014



	Ventas, Inc.			Ventas Realty (1)			Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Revenues:
Rental income	$	1,244		$	140,615		$	568,826		$	—		$	710,685
Resident fees and services	—			—			745,534			—			745,534
Medical office building and other services revenue	—			—			10,667			—			10,667
Income from loans and investments	1,236			—			24,156			—			25,392
Equity earnings in affiliates	258,510			—			211			(258,721		)	—
Interest and other income	185			11			250			—			446
Total revenues	261,175			140,626			1,349,644			(258,721		)	1,492,724
Expenses:
Interest	(4,872		)	90,029			94,185			—			179,342
Depreciation and amortization	2,898			15,406			366,108			—			384,412
Property-level operating expenses	—			248			576,151			—			576,399
Medical office building services costs	—			—			4,997			—			4,997
General, administrative and professional fees	1,875			11,365			50,932			—			64,172
(Gain) loss on extinguishment of debt, net	(3		)	3			2,665			—			2,665
Merger-related expenses and deal costs	8,235			2,110			10,014			—			20,359
Other	1,031			402			8,659			—			10,092
Total expenses	9,164			119,563			1,113,711			—			1,242,438
Income from continuing operations before income (loss) from unconsolidated entities, income taxes, real estate dispositions and noncontrolling interest	252,011			21,063			235,933			(258,721		)	250,286
Income (loss) from unconsolidated entities	—			841			(245		)	—			596
Income tax expense	(6,707		)	—			—			—			(6,707		)
Income from continuing operations	245,304			21,904			235,688			(258,721		)	244,175
Discontinued operations	1,252			(774		)	2,298			—			2,776
Gain on real estate dispositions	12,889			—			—			—			12,889
Net income	259,445			21,130			237,986			(258,721		)	259,840
Net income attributable to noncontrolling interest	—			—			395			—			395
Net income attributable to common stockholders	$	259,445		$	21,130		$	237,591		$	(258,721	)	$	259,445


(1)	Certain of Ventas Realty’s outstanding senior notes were issued jointly with our 100% owned subsidiary, Ventas Capital Corporation, which has no assets or operations.

CONDENSED CONSOLIDATING STATEMENT OF INCOME

For the Six Months Ended June 30, 2013



	Ventas, Inc.			Ventas Realty (1)		Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Revenues:
Rental income	$	1,259		$	139,117	$	506,022		$	—		$	646,398
Resident fees and services	—			—		680,764			—			680,764
Medical office building and other services revenue	—			—		7,185			—			7,185
Income from loans and investments	1,262			787		28,787			—			30,836
Equity earnings in affiliates	221,203			—		473			(221,676		)	—
Interest and other income	297			11		1,527			—			1,835
Total revenues	224,021			139,915		1,224,758			(221,676		)	1,367,018
Expenses:
Interest	(941		)	68,096		93,716			—			160,871
Depreciation and amortization	2,292			14,726		329,977			—			346,995
Property-level operating expenses	—			242		536,447			—			536,689
Medical office building services costs	—			—		3,306			—			3,306
General, administrative and professional fees	1,143			10,786		44,169			—			56,098
Gain on extinguishment of debt, net	—			—		(720		)	—			(720		)
Merger-related expenses and deal costs	6,976			—		3,953			—			10,929
Other	293			21		8,658			—			8,972
Total expenses	9,763			93,871		1,019,506			—			1,123,140
Income from continuing operations before income (loss) from unconsolidated entities, income taxes and noncontrolling interest	214,258			46,044		205,252			(221,676		)	243,878
Income (loss) from unconsolidated entities	—			505		(82		)	—			423
Income tax benefit	10,320			—		—			—			10,320
Income from continuing operations	224,578			46,549		205,170			(221,676		)	254,621
Discontinued operations	2,195			731		(29,916		)	—			(26,990		)
Net income	226,773			47,280		175,254			(221,676		)	227,631
Net income attributable to noncontrolling interest	—			—		858			—			858
Net income attributable to common stockholders	$	226,773		$	47,280	$	174,396		$	(221,676	)	$	226,773


(1)	Certain of Ventas Realty’s outstanding senior notes were issued jointly with our 100% owned subsidiary, Ventas Capital Corporation, which has no assets or operations.

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

For the Three Months Ended June 30, 2014



	Ventas, Inc.		Ventas Realty (1)		Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Net income	$	138,398	$	7,123	$	125,541		$	(132,496	)	$	138,566
Other comprehensive income:
Foreign currency translation	—		—		2,761			—			2,761
Change in unrealized gain on intra-entity currency loan	4,958		—		—			—			4,958
Change in unrealized gain on marketable securities	265		—		—			—			265
Other	—		—		(193		)	—			(193		)
Total other comprehensive income	5,223		—		2,568			—			7,791
Comprehensive income	143,621		7,123		128,109			(132,496		)	146,357
Comprehensive income attributable to noncontrolling interest	—		—		168			—			168
Comprehensive income attributable to common stockholders	$	143,621	$	7,123	$	127,941		$	(132,496	)	$	146,189


(1)	Certain of Ventas Realty’s outstanding senior notes were issued jointly with our 100% owned subsidiary, Ventas Capital Corporation, which has no assets or operations.

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

For the Three Months Ended June 30, 2013



	Ventas, Inc.			Ventas Realty (1)		Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Net income	$	114,580		$	22,267	$	83,045		$	(105,359	)	$	114,533
Other comprehensive loss:
Foreign currency translation	—			—		(2,722		)	—			(2,722		)
Change in unrealized gain on marketable securities	(868		)	—		—			—			(868		)
Other	—			—		1,514			—			1,514
Total other comprehensive loss	(868		)	—		(1,208		)	—			(2,076		)
Comprehensive income	113,712			22,267		81,837			(105,359		)	112,457
Comprehensive loss attributable to noncontrolling interest	—			—		(47		)	—			(47		)
Comprehensive income attributable to common stockholders	$	113,712		$	22,267	$	81,884		$	(105,359	)	$	112,504


(1)	Certain of Ventas Realty’s outstanding senior notes were issued jointly with our 100% owned subsidiary, Ventas Capital Corporation, which has no assets or operations.

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

For the Six Months Ended June 30, 2014



	Ventas, Inc.		Ventas Realty (1)		Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Net income	$	259,445	$	21,130	$	237,986		$	(258,721	)	$	259,840
Other comprehensive income (loss):
Foreign currency translation	—		—		(573		)	—			(573		)
Change in unrealized gain on intra-entity currency loan	5,552		—		—			—			5,552
Change in unrealized gain on marketable securities	1,571		—		—			—			1,571
Other	—		—		46			—			46
Total other comprehensive income (loss)	7,123		—		(527		)	—			6,596
Comprehensive income	266,568		21,130		237,459			(258,721		)	266,436
Comprehensive income attributable to noncontrolling interest	—		—		395			—			395
Comprehensive income attributable to common stockholders	$	266,568	$	21,130	$	237,064		$	(258,721	)	$	266,041


(1)	Certain of Ventas Realty’s outstanding senior notes were issued jointly with our 100% owned subsidiary, Ventas Capital Corporation, which has no assets or operations.

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

For the Six Months Ended June 30, 2013



	Ventas, Inc.			Ventas Realty (1)		Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Net income	$	226,773		$	47,280	$	175,254		$	(221,676	)	$	227,631
Other comprehensive loss:
Foreign currency translation	—			—		(4,813		)	—			(4,813		)
Change in unrealized gain on marketable securities	(807		)	—		—			—			(807		)
Other	—			—		2,018			—			2,018
Total other comprehensive loss	(807		)	—		(2,795		)	—			(3,602		)
Comprehensive income	225,966			47,280		172,459			(221,676		)	224,029
Comprehensive income attributable to noncontrolling interest	—			—		858			—			858
Comprehensive income attributable to common stockholders	$	225,966		$	47,280	$	171,601		$	(221,676	)	$	223,171


(1)	Certain of Ventas Realty’s outstanding senior notes were issued jointly with our 100% owned subsidiary, Ventas Capital Corporation, which has no assets or operations.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Six Months Ended June 30, 2014



	Ventas, Inc.			Ventas Realty (1)			Ventas Subsidiaries			Consolidated Elimination		Consolidated
	(In thousands)
Net cash (used in) provided by operating activities	$	(87,463	)	$	45,070		$	638,095		$	—	$	595,702
Net cash (used in) provided by investing activities	(185,723		)	6,516			(206,226		)	—		(385,433		)
Cash flows from financing activities:
Net change in borrowings under revolving credit facility	—			(196,000		)	(3,951		)	—		(199,951		)
Proceeds from debt	—			696,661			—			—		696,661
Repayment of debt	—			—			(272,726		)	—		(272,726		)
Net change in intercompany debt	597,469			(549,982		)	(47,487		)	—		—
Payment of deferred financing costs	—			(5,966		)	(880		)	—		(6,846		)
Cash distribution from (to) affiliates	118,030			3,696			(121,726		)	—		—
Cash distribution to common stockholders	(426,952		)	—			—			—		(426,952		)
Cash distribution to redeemable OP unitholders	(1,402		)	—			(1,360		)	—		(2,762		)
Distributions to noncontrolling interest	—			—			(4,908		)	—		(4,908		)
Other	2,546			5			(3,125		)	—		(574		)
Net cash provided by (used in) financing activities	289,691			(51,586		)	(456,163		)	—		(218,058		)
Net increase (decrease) in cash and cash equivalents	16,505			—			(24,294		)	—		(7,789		)
Effect of foreign currency translation on cash and cash equivalents	5,552			—			(5,944		)	—		(392		)
Cash and cash equivalents at beginning of period	28,169			—			66,647			—		94,816
Cash and cash equivalents at end of period	$	50,226		$	—		$	36,409		$	—	$	86,635


(1)	Certain of Ventas Realty’s outstanding senior notes were issued jointly with our 100% owned subsidiary, Ventas Capital Corporation, which has no assets or operations.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Six Months Ended June 30, 2013



	Ventas, Inc.			Ventas Realty (1)			Ventas Subsidiaries			Consolidated Elimination		Consolidated
	(In thousands)
Net cash (used in) provided by operating activities	$	(23,942	)	$	77,988		$	453,642		$	—	$	507,688
Net cash (used in) provided by investing activities	(266,378		)	(1,773		)	124,561			—		(143,590		)
Cash flows from financing activities:
Net change in borrowings under revolving credit facility	—			(279,000		)	(1,926		)	—		(280,926		)
Proceeds from debt	—			758,460			159,995			—		918,455
Repayment of debt	(11,420		)	—			(674,098		)	—		(685,518		)
Net change in intercompany debt	637,204			(551,660		)	(85,544		)	—		—
Payment of deferred financing costs	—			(11,327		)	(1,670		)	—		(12,997		)
Cash distribution (to) from affiliates	(36,854		)	7,401			29,453			—		—
Issuance of common stock, net	82,384			—			—			—		82,384
Cash distribution to common stockholders	(392,230		)	—			—			—		(392,230		)
Cash distribution to redeemable OP unitholders	(2,313		)	—			—			—		(2,313		)
Purchases of redeemable OP units	(208		)	—			—			—		(208		)
Contributions from noncontrolling interest	—			—			2,094			—		2,094
Distributions to noncontrolling interest	—			—			(5,045		)	—		(5,045		)
Other	6,808			—			—			—		6,808
Net cash provided by (used in) financing activities	283,371			(76,126		)	(576,741		)	—		(369,496		)
Net (decrease) increase in cash and cash equivalents	(6,949		)	89			1,462			—		(5,398		)
Effect of foreign currency translation on cash and cash equivalents	—			(89		)	—			—		(89		)
Cash and cash equivalents at beginning of period	16,734			—			51,174			—		67,908
Cash and cash equivalents at end of period	$	9,785		$	—		$	52,636		$	—	$	62,421


(1)	Certain of Ventas Realty’s outstanding senior notes were issued jointly with our 100% owned subsidiary, Ventas Capital Corporation, which has no assets or operations.