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.

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 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 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 June 30, 2016 and December 31, 2015 and for the three and six months ended June 30, 2016 and 2015:

CONDENSED CONSOLIDATING BALANCE SHEET

As of June 30, 2016



	Ventas, Inc.		Ventas Realty (1)			Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Assets
Net real estate investments	$	2,064	$	180,747		$	20,131,452		$	—		$	20,314,263
Cash and cash equivalents	12,997		—			44,325			—			57,322
Escrow deposits and restricted cash	198		1,386			64,042			—			65,626
Investment in and advances to affiliates	12,990,733		3,545,183			—			(16,535,916		)	—
Goodwill	—		—			1,043,479			—			1,043,479
Assets held for sale	4		1,619			193,648			—			195,271
Other assets	17,436		2,752			397,323			—			417,511
Total assets	$	13,023,432	$	3,731,687		$	21,874,269		$	(16,535,916	)	$	22,093,472
Liabilities and equity
Liabilities:
Senior notes payable and other debt	$	—	$	8,103,863		$	2,797,268		$	—		$	10,901,131
Intercompany loans	7,422,323		(6,262,696		)	(1,159,627		)	—			—
Accrued interest	—		63,836			16,321			—			80,157
Accounts payable and other liabilities	87,236		43,320			604,731			—			735,287
Liabilities held for sale	—		1,559			87,408			—			88,967
Deferred income taxes	320,468		—			—			—			320,468
Total liabilities	7,830,027		1,949,882			2,346,101			—			12,126,010
Redeemable OP unitholder and noncontrolling interests	—		—			217,686			—			217,686
Total equity	5,193,405		1,781,805			19,310,482			(16,535,916		)	9,749,776
Total liabilities and equity	$	13,023,432	$	3,731,687		$	21,874,269		$	(16,535,916	)	$	22,093,472


(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, 2015



	Ventas, Inc.		Ventas Realty (1)			Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Assets
Net real estate investments	$	5,798	$	195,015		$	20,377,226		$	—		$	20,578,039
Cash and cash equivalents	11,733		—			41,290			—			53,023
Escrow deposits and restricted cash	7,154		1,644			69,098			—			77,896
Investment in and advances to affiliates	12,989,643		3,545,183			—			(16,534,826		)	—
Goodwill	—		—			1,047,497			—			1,047,497
Assets held for sale	—		4,488			88,572			—			93,060
Other assets	17,869		4,182			390,352			—			412,403
Total assets	$	13,032,197	$	3,750,512		$	22,014,035		$	(16,534,826	)	$	22,261,918
Liabilities and equity
Liabilities:
Senior notes payable and other debt	$	—	$	8,370,670		$	2,836,326		$	—		$	11,206,996
Intercompany loans	7,294,158		(6,571,512		)	(722,646		)	—			—
Accrued interest	—		64,561			16,303			—			80,864
Accounts payable and other liabilities	68,604		45,226			665,550			—			779,380
Liabilities held for sale	—		44			34,296			—			34,340
Deferred income taxes	338,382		—			—			—			338,382
Total liabilities	7,701,144		1,908,989			2,829,829			—			12,439,962
Redeemable OP unitholder and noncontrolling interests	—		—			196,529			—			196,529
Total equity	5,331,053		1,841,523			18,987,677			(16,534,826		)	9,625,427
Total liabilities and equity	$	13,032,197	$	3,750,512		$	22,014,035		$	(16,534,826	)	$	22,261,918


(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, 2016



	Ventas, Inc.			Ventas Realty (1)			Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Revenues:
Rental income	$	583		$	49,418		$	304,205		$	—		$	354,206
Resident fees and services	—			—			464,437			—			464,437
Medical office building and other services revenue	602			—			4,902			—			5,504
Income from loans and investments	—			—			24,146			—			24,146
Equity earnings in affiliates	124,028			—			(288		)	(123,740		)	—
Interest and other income	41			—			70			—			111
Total revenues	125,254			49,418			797,472			(123,740		)	848,404
Expenses:
Interest	(11,094		)	69,011			45,748			—			103,665
Depreciation and amortization	1,203			2,867			217,891			—			221,961
Property-level operating expenses	—			77			351,878			—			351,955
Medical office building services costs	—			—			1,852			—			1,852
General, administrative and professional fees	2,246			4,213			25,635			—			32,094
Loss (gain) on extinguishment of debt, net	58			2,432			(22		)	—			2,468
Merger-related expenses and deal costs	6,743			—			481			—			7,224
Other	76			4			2,223			—			2,303
Total expenses	(768		)	78,604			645,686			—			723,522
Income (loss) from continuing operations before unconsolidated entities, income taxes, real estate dispositions and noncontrolling interest	126,022			(29,186		)	151,786			(123,740		)	124,882
Income from unconsolidated entities	—			344			1,074			—			1,418
Income tax benefit	11,549			—			—			—			11,549
Income (loss) from continuing operations	137,571			(28,842		)	152,860			(123,740		)	137,849
Discontinued operations	(148		)	—			—			—			(148		)
Gain on real estate dispositions	5,739			—			—			—			5,739
Net income (loss)	143,162			(28,842		)	152,860			(123,740		)	143,440
Net income attributable to noncontrolling interest	—			—			278			—			278
Net income (loss) attributable to common stockholders	$	143,162		$	(28,842	)	$	152,582		$	(123,740	)	$	143,162


(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, 2015



	Ventas, Inc.			Ventas Realty (1)			Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Revenues:
Rental income	$	914		$	49,620		$	271,944		$	—		$	322,478
Resident fees and services	—			—			454,645			—			454,645
Medical office building and other services revenue	—			—			9,408			—			9,408
Income from loans and investments	7,169			252			17,794			—			25,215
Equity earnings in affiliates	131,120			—			(62		)	(131,058		)	—
Interest and other income	20			—			154			—			174
Total revenues	139,223			49,872			753,883			(131,058		)	811,920
Expenses:
Interest	(8,932		)	61,572			31,319			—			83,959
Depreciation and amortization	1,357			3,505			209,849			—			214,711
Property-level operating expenses	—			73			342,589			—			342,662
Medical office building services costs	—			—			5,764			—			5,764
General, administrative and professional fees	2,822			5,054			26,083			—			33,959
Gain on extinguishment of debt, net	—			—			(455		)	—			(455		)
Merger-related expenses and deal costs	9,506			75			2,684			—			12,265
Other	(465		)	40			4,704			—			4,279
Total expenses	4,288			70,319			622,537			—			697,144
Income (loss) from continuing operations before unconsolidated entities, income taxes, real estate dispositions and noncontrolling interest	134,935			(20,447		)	131,346			(131,058		)	114,776
Income (loss) from unconsolidated entities	—			359			(350		)	—			9
Income tax benefit	9,789			—			—			—			9,789
Income (loss) from continuing operations	144,724			(20,088		)	130,996			(131,058		)	124,574
Discontinued operations	(2,372		)	13,857			6,758			—			18,243
Gain on real estate dispositions	7,469			—			—			—			7,469
Net income (loss)	149,821			(6,231		)	137,754			(131,058		)	150,286
Net income attributable to noncontrolling interest	—			—			465			—			465
Net income (loss) attributable to common stockholders	$	149,821		$	(6,231	)	$	137,289		$	(131,058	)	$	149,821


(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, 2016



	Ventas, Inc.			Ventas Realty (1)			Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Revenues:
Rental income	$	1,499		$	98,143		$	613,187		$	—		$	712,829
Resident fees and services	—			—			928,413			—			928,413
Medical office building and other services revenue	1,204			—			11,485			—			12,689
Income from loans and investments	—			—			46,532			—			46,532
Equity earnings in affiliates	232,790			—			(631		)	(232,159		)	—
Interest and other income	70			—			160			—			230
Total revenues	235,563			98,143			1,599,146			(232,159		)	1,700,693
Expenses:
Interest	(21,889		)	137,590			91,237			—			206,938
Depreciation and amortization	6,135			12,781			439,432			—			458,348
Property-level operating expenses	—			156			708,021			—			708,177
Medical office building services costs	—			—			5,303			—			5,303
General, administrative and professional fees	2,231			8,717			52,872			—			63,820
Loss on extinguishment of debt, net	58			2,432			292			—			2,782
Merger-related expenses and deal costs	8,115			—			741			—			8,856
Other	27			4			6,440			—			6,471
Total expenses	(5,323		)	161,680			1,304,338			—			1,460,695
Income (loss) from continuing operations before unconsolidated entities, income taxes, real estate dispositions and noncontrolling interest	240,886			(63,537		)	294,808			(232,159		)	239,998
Income from unconsolidated entities	—			447			773			—			1,220
Income tax benefit	19,970			—			—			—			19,970
Income (loss) from continuing operations	260,856			(63,090		)	295,581			(232,159		)	261,188
Discontinued operations	(637		)	—			—			—			(637		)
Gain on real estate dispositions	31,923			—			—			—			31,923
Net income (loss)	292,142			(63,090		)	295,581			(232,159		)	292,474
Net income attributable to noncontrolling interest	—			—			332			—			332
Net income (loss) attributable to common stockholders	$	292,142		$	(63,090	)	$	295,249		$	(232,159	)	$	292,142


(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, 2015



	Ventas, Inc.			Ventas Realty (1)			Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Revenues:
Rental income	$	1,831		$	99,408		$	546,856		$	—		$	648,095
Resident fees and services	—			—			901,559			—			901,559
Medical office building and other services revenue	—			—			19,951			—			19,951
Income from loans and investments	8,605			303			38,360			—			47,268
Equity earnings in affiliates	261,115			—			(140		)	(260,975		)	—
Interest and other income	376			—			269			—			645
Total revenues	271,927			99,711			1,506,855			(260,975		)	1,617,518
Expenses:
Interest	(16,760		)	122,195			60,852			—			166,287
Depreciation and amortization	2,700			7,939			420,291			—			430,930
Property-level operating expenses	—			204			683,257			—			683,461
Medical office building services costs	—			—			12,682			—			12,682
General, administrative and professional fees	80			11,415			56,790			—			68,285
Gain on extinguishment of debt, net	—			—			(434		)	—			(434		)
Merger-related expenses and deal costs	39,299			75			3,504			—			42,878
Other	182			45			8,926			—			9,153
Total expenses	25,501			141,873			1,245,868			—			1,413,242
Income (loss) from continuing operations before unconsolidated entities, income taxes, real estate dispositions and noncontrolling interest	246,426			(42,162		)	260,987			(260,975		)	204,276
Income (loss) from unconsolidated entities	—			760			(1,002		)	—			(242		)
Income tax benefit	17,039			—			—			—			17,039
Income (loss) from continuing operations	263,465			(41,402		)	259,985			(260,975		)	221,073
Discontinued operations	(7,357		)	27,377			15,797			—			35,817
Gain on real estate dispositions	14,155			—			—			—			14,155
Net income (loss)	270,263			(14,025		)	275,782			(260,975		)	271,045
Net income attributable to noncontrolling interest	—			—			782			—			782
Net income (loss) attributable to common stockholders	$	270,263		$	(14,025	)	$	275,000		$	(260,975	)	$	270,263


(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, 2016



	Ventas, Inc.		Ventas Realty (1)			Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Net income (loss)	$	143,162	$	(28,842	)	$	152,860		$	(123,740	)	143,440
Other comprehensive income (loss):
Foreign currency translation	—		—			(22,715		)	—			(22,715		)
Change in unrealized gain on marketable securities	69		—			—			—			69
Other	—		—			(1,617		)	—			(1,617		)
Total other comprehensive income (loss)	69		—			(24,332		)	—			(24,263		)
Comprehensive income (loss)	143,231		(28,842		)	128,528			(123,740		)	119,177
Comprehensive income attributable to noncontrolling interest	—		—			278			—			278
Comprehensive income (loss) attributable to common stockholders	$	143,231	$	(28,842	)	$	128,250		$	(123,740	)	$	118,899


(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, 2015



	Ventas, Inc.			Ventas Realty (1)			Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Net income (loss)	$	149,821		$	(6,231	)	$	137,754		$	(131,058	)	$	150,286
Other comprehensive (loss) income:
Foreign currency translation	—			—			14,393			—			14,393
Change in unrealized gain on marketable securities	(6,395		)	—			—			—			(6,395		)
Other	—			—			(2,175		)	—			(2,175		)
Total other comprehensive (loss) income	(6,395		)	—			12,218			—			5,823
Comprehensive income (loss)	143,426			(6,231		)	149,972			(131,058		)	156,109
Comprehensive income attributable to noncontrolling interest	—			—			465			—			465
Comprehensive income (loss) attributable to common stockholders	$	143,426		$	(6,231	)	$	149,507		$	(131,058	)	$	155,644


(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, 2016



	Ventas, Inc.		Ventas Realty (1)			Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Net income (loss)	$	292,142	$	(63,090	)	$	295,581		$	(232,159	)	292,474
Other comprehensive income (loss):
Foreign currency translation	—		—			(33,383		)	—			(33,383		)
Change in unrealized gain on marketable securities	250		—			—			—			250
Other	—		—			(3,497		)	—			(3,497		)
Total other comprehensive income (loss)	250		—			(36,880		)	—			(36,630		)
Comprehensive income (loss)	292,392		(63,090		)	258,701			(232,159		)	255,844
Comprehensive income attributable to noncontrolling interest	—		—			332			—			332
Comprehensive income (loss) attributable to common stockholders	$	292,392	$	(63,090	)	$	258,369		$	(232,159	)	$	255,512


(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, 2015



	Ventas, Inc.			Ventas Realty (1)			Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Net income (loss)	$	270,263		$	(14,025	)	$	275,782		$	(260,975	)	271,045
Other comprehensive (loss) income:
Foreign currency translation	—			—			3,521			—			3,521
Change in unrealized gain on marketable securities	(5,046		)	—			—			—			(5,046		)
Other	—			—			(1,416		)	—			(1,416		)
Total other comprehensive (loss) income	(5,046		)	—			2,105			—			(2,941		)
Comprehensive income (loss)	265,217			(14,025		)	277,887			(260,975		)	268,104
Comprehensive income attributable to noncontrolling interest	—			—			782			—			782
Comprehensive income (loss) attributable to common stockholders	$	265,217		$	(14,025	)	$	277,105		$	(260,975	)	$	267,322


(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, 2016



	Ventas, Inc.			Ventas Realty (1)			Ventas Subsidiaries			Consolidated Elimination		Consolidated
	(In thousands)
Net cash provided by (used in) operating activities	$	36,414		$	(45,318	)	$	665,379		$	—	$	656,475

Cash flows from investing activities:
Net investment in real estate property	(34,453		)	—			—			—		(34,453		)
Proceeds from loans receivable	—			—			7,644			—		7,644
Investment in loans receivable and other	—			—			(152,450		)	—		(152,450		)
Proceeds from real estate disposals	20,441			—			43,120			—		63,561
Capital expenditures	—			(18		)	(46,907		)	—		(46,925		)
Development project expenditures	—			—			(69,679		)	—		(69,679		)
Other	—			—			(4,265		)	—		(4,265		)
Net cash used in investing activities	(14,012		)	(18		)	(222,537		)	—		(236,567		)

Cash flows from financing activities:
Net change in borrowings under revolving credit facility	—			(114,000		)	138,304			—		24,304
Proceeds from debt	—			400,000			16,217			—		416,217
Repayment of debt	—			(555,470		)	(184,867		)	—		(740,337		)
Purchase of noncontrolling interest	—			—			(1,604		)	—		(1,604		)
Net change in intercompany debt	128,165			308,816			(436,981		)	—		—
Payment of deferred financing costs	—			(3,422		)	(422		)	—		(3,844		)
Issuance of common stock, net	377,739			—			—			—		377,739
Cash distribution (to) from affiliates	(8,101		)	9,412			(1,311		)	—		—
Cash distribution to common stockholders	(493,471		)	—			—			—		(493,471		)
Cash distribution to redeemable OP unitholders	—			—			(4,437		)	—		(4,437		)
Contributions from noncontrolling interest	—			—			5,680			—		5,680
Distributions to noncontrolling interest	—			—			(3,582		)	—		(3,582		)
Other	7,883			—			—			—		7,883
Net cash provided by (used in) financing activities	12,215			45,336			(473,003		)	—		(415,452		)
Net increase (decrease) in cash and cash equivalents	34,617			—			(30,161		)	—		4,456
Effect of foreign currency translation on cash and cash equivalents	(33,353		)	—			33,196			—		(157		)
Cash and cash equivalents at beginning of period	11,733			—			41,290			—		53,023
Cash and cash equivalents at end of period	$	12,997		$	—		$	44,325		$	—	$	57,322


(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, 2015



	Ventas, Inc.			Ventas Realty (1)			Ventas Subsidiaries			Consolidated Elimination		Consolidated
	(In thousands)
Net cash (used in) provided by operating activities	$	(42,987	)	$	65,028		$	695,683		$	—	$	717,724

Cash flows from investing activities:
Net investment in real estate property	(1,253,910		)	—			—			—		(1,253,910		)
Proceeds from loans receivable	—			—			93,275			—		93,275
Investment in loans receivable and other	—			—			(55,659		)	—		(55,659		)
Funds held in escrow for future development expenditures	—			—			4,003			—		4,003
Proceeds from real estate disposals	273,191			—			—			—		273,191
Proceeds from sale or maturity of marketable securities	57,225			—			—			—		57,225
Capital expenditures	—			(10,153		)	(33,276		)	—		(43,429		)
Development capital expenditures	—			—			(62,630		)	—		(62,630		)
Other	—			—			(8,813		)	—		(8,813		)
Net cash used in investing activities	(923,494		)	(10,153		)	(63,100		)	—		(996,747		)

Cash flows from financing activities:
Net change in borrowings under revolving credit facility	45,000			(228,000		)	(138,334		)	—		(321,334		)
Proceeds from debt	—			896,478			211,493			—		1,107,971
Repayment of debt	—			—			(278,442		)	—		(278,442		)
Net change in intercompany debt	1,295,130			(711,399		)	(583,731		)	—		—
Purchase of noncontrolling interest	—			—			(3,816		)	—		(3,816		)
Payment of deferred financing costs	—			(12,755		)	(1,853		)	—		(14,608		)
Issuance of common stock, net	352,167			—			—			—		352,167
Cash distribution (to) from affiliates	(233,483		)	801			232,682			—		—
Cash distribution to common stockholders	(516,404		)	—			—			—		(516,404		)
Cash distribution to redeemable OP unitholders	—			—			(4,697		)	—		(4,697		)
Purchases of redeemable OP units	—			—			(33,188		)	—		(33,188		)
Distributions to noncontrolling interest	—			—			(9,467		)	—		(9,467		)
Other	5,928			—			—			—		5,928
Net cash provided by (used in) financing activities	948,338			(54,875		)	(609,353		)	—		284,110
Net (decrease) increase in cash and cash equivalents	(18,143		)	—			23,230			—		5,087
Effect of foreign currency translation on cash and cash equivalents	5,004			—			(4,907		)	—		97
Cash and cash equivalents at beginning of period	24,857			—			30,491			—		55,348
Cash and cash equivalents at end of period	$	11,718		$	—		$	48,814		$	—	$	60,532


(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.