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, 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.

Ventas, Inc. has also 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 Canada Finance Limited. None of our other subsidiaries is obligated with respect to Ventas Canada Finance Limited’s outstanding senior notes, all of which were issued on a private placement basis in Canada.

In connection with the NHP acquisition, our 100% owned subsidiary, 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 any of 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 guarantees with respect to Ventas Realty’s and Ventas Canada Finance Limited’s senior notes. Certain of our real estate assets are also subject to mortgages.

The following summarizes our condensed consolidating information as of December 31, 2014 and 2013 and for the years ended December 31, 2014, 2013, and 2012:

CONDENSED CONSOLIDATING BALANCE SHEET

As of December 31, 2014



	Ventas, Inc.		Ventas Realty (1)			Ventas Subsidiaries		Consolidated Elimination			Consolidated
	(In thousands)
Assets
Net real estate investments	$	5,515	$	355,803		$	19,545,869	$	—		$	19,907,187
Cash and cash equivalents	24,857		—			30,491		—			55,348
Escrow deposits and restricted cash	2,102		1,424			68,245		—			71,771
Deferred financing costs, net	759		50,669			8,900		—			60,328
Investment in and advances to affiliates	10,827,772		3,466,998			—		(14,294,770		)	—
Other assets	103,534		57,912			970,091		—			1,131,537
Total assets	$	10,964,539	$	3,932,806		$	20,623,596	$	(14,294,770	)	$	21,226,171
Liabilities and equity
Liabilities:
Senior notes payable and other debt	$	—	$	7,422,975		$	3,465,117	$	—		$	10,888,092
Intercompany loans	5,555,128		(5,586,891		)	31,763		—			—
Accrued interest	—		43,212			18,885		—			62,097
Accounts payable and other liabilities	105,037		83,158			817,037		—			1,005,232
Deferred income taxes	344,337		—			—		—			344,337
Total liabilities	6,004,502		1,962,454			4,332,802		—			12,299,758
Redeemable OP unitholder and noncontrolling interests	—		—			172,016		—			172,016
Total equity	4,960,037		1,970,352			16,118,778		(14,294,770		)	8,754,397
Total liabilities and equity	$	10,964,539	$	3,932,806		$	20,623,596	$	(14,294,770	)	$	21,226,171


(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 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 Year Ended December 31, 2014



	Ventas, Inc.			Ventas Realty (1)			Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Revenues:
Rental income	$	2,789		$	282,174		$	1,149,032		$	—		$	1,433,995
Resident fees and services	—			—			1,552,951			—			1,552,951
Medical office building and other services revenues	—			—			29,364			—			29,364
Income from loans and investments	3,052			—			52,117			—			55,169
Equity earnings in affiliates	480,273			—			281			(480,554		)	—
Interest and other income	3,314			26			927			—			4,267
Total revenues	489,428			282,200			2,784,672			(480,554		)	3,075,746
Expenses:
Interest	(18,209		)	197,704			197,347			—			376,842
Depreciation and amortization	5,860			32,736			788,315			—			826,911
Property-level operating expenses	1			481			1,194,616			—			1,195,098
Medical office building services costs	—			—			17,092			—			17,092
General, administrative and professional fees	3,910			20,569			97,267			—			121,746
(Gain) loss on extinguishment of debt, net	(3		)	3			5,564			—			5,564
Merger-related expenses and deal costs	27,841			2,110			15,100			—			45,051
Other	22,169			488			16,268			—			38,925
Total expenses	41,569			254,091			2,331,569			—			2,627,229
Income before income (loss) from unconsolidated entities, income taxes, discontinued operations, real estate dispositions and noncontrolling interest	447,859			28,109			453,103			(480,554		)	448,517
Income (loss) from unconsolidated entities	—			1,250			(1,389		)	—			(139		)
Income tax benefit (expense)	8,732			—			—			—			8,732
Income from continuing operations	456,591			29,359			451,714			(480,554		)	457,110
Discontinued operations	1,206			(1,198		)	2,098			—			2,106
Gain on real estate dispositions	17,970			—			—			—			17,970
Net income	475,767			28,161			453,812			(480,554		)	477,186
Net income attributable to noncontrolling interest	—			—			1,419			—			1,419
Net income attributable to common stockholders	$	475,767		$	28,161		$	452,393		$	(480,554	)	$	475,767


(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 Year Ended December 31, 2013



	Ventas, Inc.			Ventas Realty (1)			Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Revenues:
Rental income	$	2,486		$	278,288		$	1,046,609		$	—		$	1,327,383
Resident fees and services	—			—			1,406,005			—			1,406,005
Medical office building and other services revenues	—			(11		)	17,820			—			17,809
Income from loans and investments	1,262			908			56,038			—			58,208
Equity earnings in affiliates	449,678			—			800			(450,478		)	—
Interest and other income	2,963			26			(942		)	—			2,047
Total revenues	456,389			279,211			2,526,330			(450,478		)	2,811,452
Expenses:
Interest	(2,167		)	147,250			189,826			—			334,909
Depreciation and amortization	4,991			30,018			687,066			—			722,075
Property-level operating expenses	—			514			1,109,118			—			1,109,632
Medical office building services costs	—			—			8,315			—			8,315
General, administrative and professional fees	2,695			21,160			91,251			—			115,106
Loss (gain) on extinguishment of debt, net	3			1,510			(312		)	—			1,201
Merger-related expenses and deal costs	11,917			—			9,717			—			21,634
Other	884			44			17,804			—			18,732
Total expenses	18,323			200,496			2,112,785			—			2,331,604
Income before income (loss) from unconsolidated entities, income taxes, discontinued operations and noncontrolling interest	438,066			78,715			413,545			(450,478		)	479,848
Income (loss) from unconsolidated entities	—			673			(1,181		)	—			(508		)
Income tax benefit	11,828			—			—			—			11,828
Income from continuing operations	449,894			79,388			412,364			(450,478		)	491,168
Discontinued operations	3,615			605			(40,499		)	—			(36,279		)
Net income	453,509			79,993			371,865			(450,478		)	454,889
Net income attributable to noncontrolling interest	—			—			1,380			—			1,380
Net income attributable to common stockholders	$	453,509		$	79,993		$	370,485		$	(450,478	)	$	453,509


(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 Year Ended December 31, 2012



	Ventas, Inc.			Ventas Realty (1)		Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Revenues:
Rental income	$	2,538		$	273,524	$	904,669		$	—		$	1,180,731
Resident fees and services	—			—		1,227,124			—			1,227,124
Medical office building and other services revenues	—			—		20,741			—			20,741
Income from loans and investments	2,944			1,871		35,098			—			39,913
Equity earnings in affiliates	322,662			—		997			(323,659		)	—
Interest and other income	476			25		605			—			1,106
Total revenues	328,620			275,420		2,189,234			(323,659		)	2,469,615
Expenses:
Interest	(3,858		)	92,692		199,883			—			288,717
Depreciation and amortization	2,777			35,511		676,679			—			714,967
Property-level operating expenses	—			535		965,887			—			966,422
Medical office building services costs	—			—		9,883			—			9,883
General, administrative and professional fees	3,682			30,317		64,511			—			98,510
Loss (gain) on extinguishment of debt, net	—			39,737		(2,097		)	—			37,640
Merger-related expenses and deal costs	53,200			—		9,983			—			63,183
Other	79			—		6,861			—			6,940
Total expenses	55,880			198,792		1,931,590			—			2,186,262
Income before income (loss) from unconsolidated entities, income taxes, discontinued operations, and noncontrolling interest	272,740			76,628		257,644			(323,659		)	283,353
Income (loss) from unconsolidated entities	—			18,266		(112		)	—			18,154
Income tax benefit	6,282			—		—			—			6,282
Income from continuing operations	279,022			94,894		257,532			(323,659		)	307,789
Discontinued operations	83,778			4,897		(34,689		)	—			53,986
Net income	362,800			99,791		222,843			(323,659		)	361,775
Net loss attributable to noncontrolling interest	—			—		(1,025		)	—			(1,025		)
Net income attributable to common stockholders	$	362,800		$	99,791	$	223,868		$	(323,659	)	$	362,800


(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 Year Ended December 31, 2014



	Ventas, Inc.		Ventas Realty (1)		Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Net income	$	475,767	$	28,161	$	453,812		$	(480,554	)	$	477,186
Other comprehensive loss:
Foreign currency translation	—		—		(17,153		)	—			(17,153		)
Change in unrealized gain on marketable debt securities	7,001		—		—			—			7,001
Other	—		—		3,614			—			3,614
Total other comprehensive loss	7,001		—		(13,539		)	—			(6,538		)
Comprehensive income	482,768		28,161		440,273			(480,554		)	470,648
Comprehensive income attributable to noncontrolling interest	—		—		1,419			—			1,419
Comprehensive income attributable to common stockholders	$	482,768	$	28,161	$	438,854		$	(480,554	)	$	469,229


(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 Year Ended December 31, 2013



	Ventas, Inc.			Ventas Realty (1)		Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Net income	$	453,509		$	79,993	$	371,865		$	(450,478	)	$	454,889
Other comprehensive loss:
Foreign currency translation	—			—		(5,422		)	—			(5,422		)
Change in unrealized gain on marketable debt securities	(1,023		)	—		—			—			(1,023		)
Other	—			—		2,750			—			2,750
Total other comprehensive loss	(1,023		)	—		(2,672		)	—			(3,695		)
Comprehensive income	452,486			79,993		369,193			(450,478		)	451,194
Comprehensive loss attributable to noncontrolling interest	—			—		1,380			—			1,380
Comprehensive income attributable to common stockholders	$	452,486		$	79,993	$	367,813		$	(450,478	)	$	449,814


(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 Year Ended December 31, 2012



	Ventas, Inc.			Ventas Realty (1)		Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Net income	$	362,800		$	99,791	$	222,843		$	(323,659	)	$	361,775
Other comprehensive (loss) income:
Foreign currency translation	—			—		2,375			—			2,375
Change in unrealized gain on marketable debt securities	(1,296		)	—		—			—			(1,296		)
Other	—			—		213			—			213
Total other comprehensive (loss) income	(1,296		)	—		2,588			—			1,292
Comprehensive income	361,504			99,791		225,431			(323,659		)	363,067
Comprehensive loss attributable to noncontrolling interest	—			—		(1,025		)	—			(1,025		)
Comprehensive income attributable to common stockholders	$	361,504		$	99,791	$	226,456		$	(323,659	)	$	364,092


(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 Year Ended December 31, 2014



	Ventas, Inc.			Ventas Realty (1)			Ventas Subsidiaries			Consolidated Elimination		Consolidated
	(In thousands)
Net cash (used in) provided by operating activities	$	(57,307	)	$	93,013		$	1,219,139		$	—	$	1,254,845
Net cash used in investing activities	(1,358,256		)	(7,725		)	(689,059		)	—		(2,055,040		)
Cash flows from financing activities:
Net change in borrowings under credit facilities	—			386,000			154,203			—		540,203
Proceeds from debt	—			696,661			1,311,046			—		2,007,707
Repayment of debt	—			—			(1,151,395		)	—		(1,151,395		)
Net change in intercompany debt	1,344,782			(904,772		)	(440,010		)	—		—
Payment of deferred financing costs	—			(6,608		)	(7,612		)	—		(14,220		)
Issuance of common stock, net	242,107			—			—			—		242,107
Cash distribution from (to) affiliates	694,481			(256,574		)	(437,907		)	—		—
Cash distribution to common stockholders	(875,614		)	—			—			—		(875,614		)
Cash distribution to redeemable OP unitholders	(5,762		)	—			—			—		(5,762		)
Purchases of redeemable OP units	(503		)	—			—			—		(503		)
Contributions from noncontrolling interest	—			—			491			—		491
Distributions to noncontrolling interest	—			—			(9,559		)	—		(9,559		)
Other	24,597			5			—			—		24,602
Net cash provided by (used in) financing activities	1,424,088			(85,288		)	(580,743		)	—		758,057
Net increase (decrease) in cash and cash equivalents	8,525			—			(50,663		)	—		(42,138		)
Effect of foreign currency translation on cash and cash equivalents	(11,837		)	—			14,507			—		2,670
Cash and cash equivalents at beginning of period	28,169			—			66,647			—		94,816
Cash and cash equivalents at end of period	$	24,857		$	—		$	30,491		$	—	$	55,348


(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 Year Ended December 31, 2013



	Ventas, Inc.			Ventas Realty (1)			Ventas Subsidiaries			Consolidated Elimination		Consolidated
	(In thousands)
Net cash (used in) provided by operating activities	$	(1,362	)	$	129,023		$	1,067,094		$	—	$	1,194,755
Net cash (used in) provided by investing activities	(1,416,336		)	22,835			110,741			—		(1,282,760		)
Cash flows from financing activities:
Net change in borrowings under revolving credit facility	—			(168,000		)	3,971			—		(164,029		)
Proceeds from debt	—			2,330,435			437,111			—		2,767,546
Repayment of debt	—			(400,000		)	(1,392,492		)	—		(1,792,492		)
Net change in intercompany debt	2,186,519			(1,890,234		)	(296,285		)	—		—
Payment of deferred financing costs	—			(29,586		)	(1,691		)	—		(31,277		)
Issuance of common stock, net	141,343			—			—			—		141,343
Cash distribution (to) from affiliates	(99,525		)	5,610			93,915			—		—
Cash distribution to common stockholders	(802,123		)	—			—			—		(802,123		)
Cash distribution to redeemable OP unitholders	(5,040		)	—			—			—		(5,040		)
Purchases of redeemable OP units	(659		)	—			—			—		(659		)
Contributions from noncontrolling interest	—			—			2,395			—		2,395
Distributions to noncontrolling interest	—			—			(9,286		)	—		(9,286		)
Other	8,618			—			—			—		8,618
Net cash provided by (used in) financing activities	1,429,133			(151,775		)	(1,162,362		)	—		114,996
Net increase in cash and cash equivalents	11,435			83			15,473			—		26,991
Effect of foreign currency translation on cash and cash equivalents	—			(83		)	—			—		(83		)
Cash and cash equivalents at beginning of period	16,734			—			51,174			—		67,908
Cash and cash equivalents at end of period	$	28,169		$	—		$	66,647		$	—	$	94,816


(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 Year Ended December 31, 2012



	Ventas, Inc.			Ventas Realty (1)			Ventas Subsidiaries			Consolidated Elimination		Consolidated
	(In thousands)
Net cash (used in) provided by operating activities	$	(761	)	$	193,544		$	800,033		$	—	$	992,816
Net cash used in investing activities	(1,364,125		)	(100		)	(805,464		)	—		(2,169,689		)
Cash flows from financing activities:
Net change in borrowings under revolving credit facilities	—			92,000			(7,062		)	—		84,938
Proceeds from debt	—			2,364,360			346,045			—		2,710,405
Repayment of debt	—			(521,527		)	(671,496		)	—		(1,193,023		)
Net change in intercompany debt	2,151,815			(2,085,801		)	(66,014		)	—		—
Payment of deferred financing costs	—			(21,404		)	(2,366		)	—		(23,770		)
Issuance of common stock, net	342,469			—			—			—		342,469
Cash distribution (to) from affiliates	(398,071		)	(21,132		)	419,203			—		—
Cash distribution to common stockholders	(728,546		)	—			—			—		(728,546		)
Cash distribution to redeemable OP unitholders	(4,446		)	—			—			—		(4,446		)
Purchases of redeemable OP units	(4,601		)	—			—			—		(4,601		)
Contributions from noncontrolling interest	—			—			38			—		38
Distributions to noncontrolling interest	—			—			(5,215		)	—		(5,215		)
Other	20,665			—			—			—		20,665
Net cash provided by (used in) financing activities	1,379,285			(193,504		)	13,133			—		1,198,914
Net increase (decrease) in cash and cash equivalents	14,399			(60		)	7,702			—		22,041
Effect of foreign currency translation on cash and cash equivalents	—			60			—			—		60
Cash and cash equivalents at beginning of period	2,335			—			43,472			—		45,807
Cash and cash equivalents at end of period	$	16,734		$	—		$	51,174		$	—	$	67,908


(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.