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 March 31, 2015 and December 31, 2014 and for the three months ended March 31, 2015 and 2014:

CONDENSED CONSOLIDATING BALANCE SHEET

As of March 31, 2015



	Ventas, Inc.		Ventas Realty (1)			Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Assets
Net real estate investments	$	6,253	$	352,082		$	21,929,244		$	—		$	22,287,579
Cash and cash equivalents	77,802		—			42,423			—			120,225
Escrow deposits and restricted cash	154,135		1,441			68,196			—			223,772
Deferred financing costs, net	759		60,439			10,188			—			71,386
Investment in and advances to affiliates	14,069,982		3,430,055			—			(17,500,037		)	—
Other assets	108,987		12,767			1,598,697			16,458			1,736,909
Total assets	$	14,417,918	$	3,856,784		$	23,648,748		$	(17,483,579	)	$	24,439,871
Liabilities and equity
Liabilities:
Senior notes payable and other debt	$	—	$	8,001,569		$	3,602,356		$	—		$	11,603,925
Intercompany loans	6,804,372		(6,171,290		)	(633,082		)	—			—
Accrued interest	—		55,320			22,039			—			77,359
Accounts payable and other liabilities	94,629		75,311			830,194			16,458			1,016,592
Deferred income taxes	371,785		—			—			—			371,785
Total liabilities	7,270,786		1,960,910			3,821,507			16,458			13,069,661
Redeemable OP unitholder and noncontrolling interests	—		—			257,246			—			257,246
Total equity	7,147,132		1,895,874			19,569,995			(17,500,037		)	11,112,964
Total liabilities and equity	$	14,417,918	$	3,856,784		$	23,648,748		$	(17,483,579	)	$	24,439,871


(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, 2014



	Ventas, Inc.		Ventas Realty (1)			Ventas Subsidiaries		Consolidated Elimination			Consolidated
	(In thousands)
Assets
Net real estate investments	$	6,404	$	347,583		$	19,553,200	$	—		$	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		3,430,054			—		(14,257,826		)	—
Other assets	102,646		57,123			971,768		—			1,131,537
Total assets	$	10,964,540	$	3,886,853		$	20,632,604	$	(14,257,826	)	$	21,226,171
Liabilities and equity
Liabilities:
Senior notes payable and other debt	$	—	$	7,422,975		$	3,465,117	$	—		$	10,888,092
Intercompany loans	5,555,196		(5,562,739		)	7,543		—			—
Accrued interest	—		43,212			18,885		—			62,097
Accounts payable and other liabilities	105,037		80,307			819,888		—			1,005,232
Deferred income taxes	344,337		—			—		—			344,337
Total liabilities	6,004,570		1,983,755			4,311,433		—			12,299,758
Redeemable OP unitholder and noncontrolling interests	—		—			172,016		—			172,016
Total equity	4,959,970		1,903,098			16,149,155		(14,257,826		)	8,754,397
Total liabilities and equity	$	10,964,540	$	3,886,853		$	20,632,604	$	(14,257,826	)	$	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 STATEMENT OF INCOME

For the Three Months Ended March 31, 2015



	Ventas, Inc.			Ventas Realty (1)			Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Revenues:
Rental income	$	916		$	71,168		$	331,112		$	—		$	403,196
Resident fees and services	—			—			446,914			—			446,914
Medical office building and other services revenue	—			—			10,543			—			10,543
Income from loans and investments	1,436			51			21,412			—			22,899
Equity earnings in affiliates	129,996			—			(79		)	(129,917		)	—
Interest and other income	356			5			111			—			472
Total revenues	132,704			71,224			810,013			(129,917		)	884,024
Expenses:
Interest	(7,828		)	63,594			50,824			—			106,590
Depreciation and amortization	1,343			9,050			237,048			—			247,441
Property-level operating expenses	—			131			340,580			—			340,711
Medical office building services costs	—			—			6,918			—			6,918
General, administrative and professional fees	(2,741		)	6,361			30,710			—			34,330
Loss on extinguishment of debt, net	—			—			21			—			21
Merger-related expenses and deal costs	34,353			—			819			—			35,172
Other	1,071			2			4,223			—			5,296
Total expenses	26,198			79,138			671,143			—			776,479
Income (loss) from continuing operations before income (loss) from unconsolidated entities, income taxes, real estate dispositions and noncontrolling interest	106,506			(7,914		)	138,870			(129,917		)	107,545
Income (loss) from unconsolidated entities	—			401			(652		)	—			(251		)
Income tax benefit	7,250			—			—			—			7,250
Income (loss) from continuing operations	113,756			(7,513		)	138,218			(129,917		)	114,544
Discontinued operations	—			(277		)	(149		)	3			(423		)
Gain on real estate dispositions	6,686			—			—			—			6,686
Net income (loss)	120,442			(7,790		)	138,069			(129,914		)	120,807
Net income attributable to noncontrolling interest	—			—			365			—			365
Net income (loss) attributable to common stockholders	$	120,442		$	(7,790	)	$	137,704		$	(129,914	)	$	120,442


(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 March 31, 2014



	Ventas, Inc.			Ventas Realty (1)		Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Revenues:
Rental income	$	618		$	66,941	$	285,510		$	—		$	353,069
Resident fees and services	—			—		371,061			—			371,061
Medical office building and other services revenue	—			—		6,300			—			6,300
Income from loans and investments	306			—		10,461			—			10,767
Equity earnings in affiliates	126,085			—		116			(126,201		)	—
Interest and other income	152			5		116			—			273
Total revenues	127,161			66,946		673,564			(126,201		)	741,470
Expenses:
Interest	(647		)	43,094		45,394			—			87,841
Depreciation and amortization	1,422			7,431		184,741			—			193,594
Property-level operating expenses	—			150		287,490			—			287,640
Medical office building services costs	—			—		3,371			—			3,371
General, administrative and professional fees	1,887			5,388		25,591			—			32,866
(Gain) loss on extinguishment of debt, net	(3		)	3		(259		)	—			(259		)
Merger-related expenses and deal costs	1,753			—		9,007			—			10,760
Other	707			319		4,203			—			5,229
Total expenses	5,119			56,385		559,538			—			621,042
Income from continuing operations before income (loss) from unconsolidated entities, income taxes, real estate dispositions and noncontrolling interest	122,042			10,561		114,026			(126,201		)	120,428
Income (loss) from unconsolidated entities	—			522		(274		)	—			248
Income tax expense	(3,433		)	—		—			—			(3,433		)
Income from continuing operations	118,609			11,083		113,752			(126,201		)	117,243
Discontinued operations	1,438			556		1,037			—			3,031
Gain on real estate dispositions	1,000			—		—			—			1,000
Net income	121,047			11,639		114,789			(126,201		)	121,274
Net income attributable to noncontrolling interest	—			—		227			—			227
Net income attributable to common stockholders	$	121,047		$	11,639	$	114,562		$	(126,201	)	$	121,047


(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 March 31, 2015



	Ventas, Inc.		Ventas Realty (1)			Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Net income (loss)	$	120,442	$	(7,790	)	$	138,069		$	(129,914	)	$	120,807
Other comprehensive income (loss):
Foreign currency translation	—		—			(10,872		)	—			(10,872		)
Change in unrealized gain on marketable securities	1,349		—			—			—			1,349
Other	—		—			759			—			759
Total other comprehensive income (loss)	1,349		—			(10,113		)	—			(8,764		)
Comprehensive income (loss)	121,791		(7,790		)	127,956			(129,914		)	112,043
Comprehensive income attributable to noncontrolling interest	—		—			365			—			365
Comprehensive income (loss) attributable to common stockholders	$	121,791	$	(7,790	)	$	127,591		$	(129,914	)	$	111,678


(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 March 31, 2014



	Ventas, Inc.		Ventas Realty (1)		Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Net income	$	121,047	$	11,639	$	114,789		$	(126,201	)	$	121,274
Other comprehensive income (loss):
Foreign currency translation	—		—		(2,740		)	—			(2,740		)
Change in unrealized gain on marketable securities	1,306		—		—			—			1,306
Other	—		—		239			—			239
Total other comprehensive income (loss)	1,306		—		(2,501		)	—			(1,195		)
Comprehensive income	122,353		11,639		112,288			(126,201		)	120,079
Comprehensive income attributable to noncontrolling interest	—		—		227			—			227
Comprehensive income attributable to common stockholders	$	122,353	$	11,639	$	112,061		$	(126,201	)	$	119,852


(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 Three Months Ended March 31, 2015



	Ventas, Inc.			Ventas Realty (1)			Ventas Subsidiaries			Consolidated Elimination		Consolidated
	(In thousands)
Net cash (used in) provided by operating activities	$	(26,412	)	$	53,071		$	317,510		$	—	$	344,169
Net cash (used in) provided by investing activities	(906,198		)	(6,274		)	3,942			—		(908,530		)
Cash flows from financing activities:
Net change in borrowings under revolving credit facility	—			(319,000		)	(133,897		)	—		(452,897		)
Proceeds from debt	—			896,478			196,355			—		1,092,833
Repayment of debt	—			—			(24,647		)	—		(24,647		)
Net change in intercompany debt	1,249,176			(608,551		)	(640,625		)	—		—
Purchase of noncontrolling interest	—			—			(2,660		)	—		(2,660		)
Payment of deferred financing costs	—			(12,507		)	(1,928		)	—		(14,435		)
Issuance of common stock, net	285,327			—			—			—		285,327
Cash distribution (to) from affiliates	(289,568		)	(3,217		)	292,785			—		—
Cash distribution to common stockholders	(254,910		)	—			—			—		(254,910		)
Cash distribution to redeemable OP unitholders	—			—			(2,365		)	—		(2,365		)
Purchases of redeemable OP units	—			—			(569		)	—		(569		)
Distributions to noncontrolling interest	—			—			(1,822		)	—		(1,822		)
Other	5,690			—			—			—		5,690
Net cash provided by (used in) financing activities	995,715			(46,797		)	(319,373		)	—		629,545
Net increase in cash and cash equivalents	63,105			—			2,079			—		65,184
Effect of foreign currency translation on cash and cash equivalents	(10,160		)	—			9,853			—		(307		)
Cash and cash equivalents at beginning of period	24,857			—			30,491			—		55,348
Cash and cash equivalents at end of period	$	77,802		$	—		$	42,423		$	—	$	120,225


(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 Three Months Ended March 31, 2014



	Ventas, Inc.			Ventas Realty (1)			Ventas Subsidiaries			Consolidated Elimination		Consolidated
	(In thousands)
Net cash (used in) provided by operating activities	$	(46,025	)	$	24,067		$	306,379		$	—	$	284,421
Net cash used in investing activities	(155,716		)	(979		)	(61,655		)	—		(218,350		)
Cash flows from financing activities:
Net change in borrowings under revolving credit facility	—			182,969			(1,215		)	—		181,754
Repayment of debt	—			—			(67,773		)	—		(67,773		)
Net change in intercompany debt	227,406			(202,703		)	(24,703		)	—		—
Payment of deferred financing costs	—			(154		)	(13		)	—		(167		)
Cash distribution from (to) affiliates	179,724			(2,618		)	(177,106		)	—		—
Cash distribution to common stockholders	(213,473		)	—			—			—		(213,473		)
Cash distribution to redeemable OP unitholders	(1,402		)	—			—			—		(1,402		)
Distributions to noncontrolling interest	—			—			(2,237		)	—		(2,237		)
Other	1,636			5			—			—		1,641
Net cash provided by (used in) financing activities	193,891			(22,501		)	(273,047		)	—		(101,657		)
Net (decrease) increase in cash and cash equivalents	(7,850		)	587			(28,323		)	—		(35,586		)
Effect of foreign currency translation on cash and cash equivalents	593			(587		)	555			—		561
Cash and cash equivalents at beginning of period	28,169			—			66,647			—		94,816
Cash and cash equivalents at end of period	$	20,912		$	—		$	38,879		$	—	$	59,791


(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.