Condensed Consolidating Financial Statements

A portion of the Company's subsidiaries have guaranteed the Company’s indebtedness under the Company's unsecured credit facilities and existing senior unsecured notes. The guarantees are joint and several, full and unconditional and subject to customary release provisions. The following summarizes the Company’s condensed consolidating information as of September 30, 2016 and December 31, 2015 and for the three and nine months ended September 30, 2016 and 2015 (in thousands):

Condensed Consolidating Balance Sheet As of September 30, 2016

	EPR Properties (Issuer)		Wholly Owned Subsidiary Guarantors		Non- Guarantor Subsidiaries		Consolidated Elimination			Consolidated
Assets
Rental properties, net	$	—	$	3,057,994	$	433,004	$	—		$	3,490,998
Land held for development	—		1,258		21,272		—			22,530
Property under development	181		216,637		46,208		—			263,026
Mortgage notes and related accrued interest receivable	—		438,166		2,712		—			440,878
Investment in a direct financing lease, net	—		189,152		—		—			189,152
Investment in joint ventures	—		—		6,159		—			6,159
Cash and cash equivalents	4,551		737		2,023		—			7,311
Restricted cash	370		19,037		1,056		—			20,463
Accounts receivable, net	135		72,418		8,664		—			81,217
Intercompany notes receivable	—		179,589		—		(179,589		)	—
Investments in subsidiaries	4,278,472		—		—		(4,278,472		)	—
Other assets	22,477		24,174		52,585		—			99,236
Total assets	$	4,306,186	$	4,199,162	$	573,683	$	(4,458,061	)	$	4,620,970
Liabilities and Equity
Liabilities:
Accounts payable and accrued liabilities	$	44,253	$	53,461	$	3,305	$	—		$	101,019
Dividends payable	26,312		—		—		—			26,312
Unearned rents and interest	—		54,894		742		—			55,636
Intercompany notes payable	—		—		179,589		(179,589		)	—
Debt	2,046,194		—		202,382		—			2,248,576
Total liabilities	2,116,759		108,355		386,018		(179,589		)	2,431,543
Total equity	2,189,427		4,090,807		187,665		(4,278,472		)	2,189,427
Total liabilities and equity	$	4,306,186	$	4,199,162	$	573,683	$	(4,458,061	)	$	4,620,970

Condensed Consolidating Balance Sheet As of December 31, 2015

	EPR Properties (Issuer)		Wholly Owned Subsidiary Guarantors		Non- Guarantor Subsidiaries		Consolidated Elimination			Consolidated
Assets
Rental properties, net	$	—	$	2,590,158	$	435,041	$	—		$	3,025,199
Land held for development	—		1,258		22,352		—			23,610
Property under development	—		324,360		54,560		—			378,920
Mortgage notes and related accrued interest receivable	—		400,935		22,845		—			423,780
Investment in a direct financing lease, net	—		190,880		—		—			190,880
Investment in joint ventures	—		—		6,168		—			6,168
Cash and cash equivalents	1,089		1,289		1,905		—			4,283
Restricted cash	475		9,059		1,044		—			10,578
Accounts receivable, net	285		49,237		9,579		—			59,101
Intercompany notes receivable	—		177,526		—		(177,526		)	—
Investments in subsidiaries	3,825,897		—		—		(3,825,897		)	—
Other assets	23,053		10,589		61,109		—			94,751
Total assets	$	3,850,799	$	3,755,291	$	614,603	$	(4,003,423	)	$	4,217,270
Liabilities and Equity
Liabilities:
Accounts payable and accrued liabilities	$	49,671	$	39,228	$	3,279	$	—		$	92,178
Dividends payable	24,352		—		—		—			24,352
Unearned rents and interest	—		44,012		940		—			44,952
Intercompany notes payable	—		—		177,526		(177,526		)	—
Debt	1,702,908		63,682		215,330		—			1,981,920
Total liabilities	1,776,931		146,922		397,075		(177,526		)	2,143,402
Total equity	2,073,868		3,608,369		217,528		(3,825,897		)	2,073,868
Total liabilities and equity	$	3,850,799	$	3,755,291	$	614,603	$	(4,003,423	)	$	4,217,270

Condensed Consolidating Statement of Income Three Months Ended September 30, 2016

	EPR Properties (Issuer)			Wholly Owned Subsidiary Guarantors			Non- Guarantor Subsidiaries		Consolidated Elimination			Consolidated
Rental revenue	$	—		$	89,178		$	13,104	$	—		$	102,282
Tenant reimbursements	—			1,338			2,483		—			3,821
Other income	—			1,829			647		—			2,476
Mortgage and other financing income	286			16,692			53		—			17,031
Intercompany fee income	677			—			—		(677		)	—
Interest income on intercompany notes receivable	—			2,460			—		(2,460		)	—
Total revenue	963			111,497			16,287		(3,137		)	125,610
Equity in subsidiaries’ earnings	84,755			—			—		(84,755		)	—
Property operating expense	—			2,916			2,710		—			5,626
Intercompany fee expense	—			—			677		(677		)	—
General and administrative expense	—			7,927			1,164		—			9,091
Costs associated with loan refinancing or payoff	—			14			—		—			14
Interest expense, net	24,414			(2,395		)	2,246		—			24,265
Interest expense on intercompany notes payable	—			—			2,460		(2,460		)	—
Transaction costs	2,947			—			—		—			2,947
Depreciation and amortization	449			23,768			3,384		—			27,601
Income before equity in income from joint ventures and other items	57,908			79,267			3,646		(84,755		)	56,066
Equity in income from joint ventures	—			—			203		—			203
Gain on sale of real estate	—			1,615			—		—			1,615
Income before income taxes	57,908			80,882			3,849		(84,755		)	57,884
Income tax benefit (expense)	(382		)	—			24		—			(358		)
Net income attributable to EPR Properties	57,526			80,882			3,873		(84,755		)	57,526
Preferred dividend requirements	(5,951		)	—			—		—			(5,951		)
Net income available to common shareholders of EPR Properties	$	51,575		$	80,882		$	3,873	$	(84,755	)	$	51,575
Comprehensive income attributable to EPR Properties	$	58,739		$	80,882		$	2,440	$	(83,322	)	$	58,739

Condensed Consolidating Statement of Income Three Months Ended September 30, 2015

	EPR Properties (Issuer)			Wholly Owned Subsidiary Guarantors			Non- Guarantor Subsidiaries			Consolidated Elimination			Consolidated
Rental revenue	$	—		$	72,001		$	13,705		$	—		$	85,706
Tenant reimbursements	—			1,254			2,464			—			3,718
Other income	—			1			717			—			718
Mortgage and other financing income	212			16,526			1,455			—			18,193
Intercompany fee income	665			—			—			(665		)	—
Interest income on intercompany notes receivable	—			2,390			—			(2,390		)	—
Total revenue	877			92,172			18,341			(3,055		)	108,335
Equity in subsidiaries’ earnings	71,740			—			—			(71,740		)	—
Property operating expense	—			2,636			2,860			—			5,496
Intercompany fee expense	—			—			665			(665		)	—
Other expense	—			—			221			—			221
General and administrative expense	—			6,201			1,281			—			7,482
Costs associated with loan refinancing or payoff	—			18			—			—			18
Interest expense, net	20,843			(2,754		)	2,440			—			20,529
Interest expense on intercompany notes payable	—			—			2,390			(2,390		)	—
Transaction costs	746			—			37			—			783
Depreciation and amortization	422			19,834			3,242			—			23,498
Income before equity in income from joint ventures and other items	50,606			66,237			5,205			(71,740		)	50,308
Equity in income from joint ventures	—			—			339			—			339
Loss on sale of real estate	—			(95		)	—			—			(95		)
Income before income taxes	50,606			66,142			5,544			(71,740		)	50,552
Income tax expense	(411		)	—			(87		)	—			(498		)
Income from continuing operations	50,195			66,142			5,457			(71,740		)	50,054
Discontinued operations:
Income from discontinued operations	—			141			—			—			141
Net income attributable to EPR Properties	50,195			66,283			5,457			(71,740		)	50,195
Preferred dividend requirements	(5,951		)	—			—			—			(5,951		)
Net income available to common shareholders of EPR Properties	$	44,244		$	66,283		$	5,457		$	(71,740	)	$	44,244
Comprehensive income attributable to EPR Properties	$	47,315		$	66,280		$	5,359		$	(71,639	)	$	47,315

Condensed Consolidating Statement of Income Nine Months Ended September 30, 2016

	EPR Properties (Issuer)			Wholly Owned Subsidiary Guarantors			Non- Guarantor Subsidiaries		Consolidated Elimination			Consolidated
Rental revenue	$	—		$	251,900		$	40,215	$	—		$	292,115
Tenant reimbursements	—			4,059			7,518		—			11,577
Other income	—			3,648			2,164		—			5,812
Mortgage and other financing income	710			48,370			3,827		—			52,907
Intercompany fee income	2,018			—			—		(2,018		)	—
Interest income on intercompany notes receivable	—			7,297			—		(7,297		)	—
Total revenue	2,728			315,274			53,724		(9,315		)	362,411
Equity in subsidiaries’ earnings	240,420			—			—		(240,420		)	—
Property operating expense	—			8,135			8,552		—			16,687
Intercompany fee expense	—			—			2,018		(2,018		)	—
Other expense	—			—			5		—			5
General and administrative expense	—			23,318			3,991		—			27,309
Costs associated with loan refinancing or payoff	—			353			552		—			905
Interest expense, net	69,042			(5,596		)	6,864		—			70,310
Interest expense on intercompany notes payable	—			—			7,297		(7,297		)	—
Transaction costs	4,778			—			103		—			4,881
Depreciation and amortization	1,338			67,516			10,368		—			79,222
Income before equity in income from joint ventures and other items	167,990			221,548			13,974		(240,420		)	163,092
Equity in income from joint ventures	—			—			501		—			501
Gain on sale of real estate	—			3,885			—		—			3,885
Income before income taxes	167,990			225,433			14,475		(240,420		)	167,478
Income tax benefit (expense)	(1,149		)	—			512		—			(637		)
Net income attributable to EPR Properties	166,841			225,433			14,987		(240,420		)	166,841
Preferred dividend requirements	(17,855		)	—			—		—			(17,855		)
Net income available to common shareholders of EPR Properties	$	148,986		$	225,433		$	14,987	$	(240,420	)	$	148,986
Comprehensive income attributable to EPR Properties	$	165,917		$	225,433		$	15,391	$	(240,824	)	$	165,917

Condensed Consolidating Statement of Income Nine Months Ended September 30, 2015

	EPR Properties (Issuer)			Wholly Owned Subsidiary Guarantors			Non- Guarantor Subsidiaries		Consolidated Elimination			Consolidated
Rental revenue	$	—		$	198,040		$	42,266	$	—		$	240,306
Tenant reimbursements	—			3,928			8,058		—			11,986
Other income	—			3			2,413		—			2,416
Mortgage and other financing income	636			46,830			6,855		—			54,321
Intercompany fee income	2,062			—			—		(2,062		)	—
Interest income on intercompany notes receivable	111			7,339			—		(7,450		)	—
Total revenue	2,809			256,140			59,592		(9,512		)	309,029
Equity in subsidiaries’ earnings	224,052			—			—		(224,052		)	—
Property operating expense	—			8,412			9,211		—			17,623
Intercompany fee expense	—			—			2,062		(2,062		)	—
Other expense	—			—			533		—			533
General and administrative expense	—			18,510			4,410		—			22,920
Retirement severance expense	18,578			—			—		—			18,578
Costs associated with loan refinancing or payoff	243			18			—		—			261
Interest expense, net	57,027			(5,254		)	7,350		—			59,123
Interest expense on intercompany notes payable	—			—			7,450		(7,450		)	—
Transaction costs	6,482			—			336		—			6,818
Depreciation and amortization	1,200			53,592			9,910		—			64,702
Income before equity in income from joint ventures and other items	143,331			180,862			18,330		(224,052		)	118,471
Equity in income from joint ventures	—			—			701		—			701
Gain on sale of real estate	—			23,653			176		—			23,829
Income before income taxes	143,331			204,515			19,207		(224,052		)	143,001
Income tax benefit (expense)	(1,549		)	—			131		—			(1,418		)
Income from continuing operations	141,782			204,515			19,338		(224,052		)	141,583
Discontinued operations:
Income from discontinued operations	—			199			—		—			199
Net income attributable to EPR Properties	141,782			204,714			19,338		(224,052		)	141,782
Preferred dividend requirements	(17,855		)	—			—		—			(17,855		)
Net income available to common shareholders of EPR Properties	$	123,927		$	204,714		$	19,338	$	(224,052	)	$	123,927
Comprehensive income attributable to EPR Properties	$	134,626		$	204,663		$	15,913	$	(220,576	)	$	134,626

Condensed Consolidating Statement of Cash Flows Nine Months Ended September 30, 2016

	EPR Properties (Issuer)			Wholly Owned Subsidiary Guarantors			Non-Guarantor Subsidiaries			Consolidated
Intercompany fee income (expense)	$	2,018		$	—		$	(2,018	)	$	—
Interest income (expense) on intercompany receivable/payable	—			7,297			(7,297		)	—
Net cash provided (used) by other operating activities	(74,550		)	254,721			35,602			215,773
Net cash provided (used) by operating activities	(72,532		)	262,018			26,287			215,773
Investing activities:
Acquisition of rental properties and other assets	(180		)	(175,075		)	(2,107		)	(177,362		)
Proceeds from sale of real estate	—			19,175			1,476			20,651
Investment in mortgage notes receivable	—			(80,786		)	—			(80,786		)
Proceeds from mortgage note receivable paydown	—			44,556			19,320			63,876
Proceeds from sale of infrastructure related to issuance of revenue bonds	—			43,462			—			43,462
Investment in promissory notes receivable	—			(66		)	—			(66		)
Proceeds from insurance recovery	—			2,635			401			3,036
Proceeds from sale of investments in a direct financing lease, net	—			825			—			825
Additions to property under development	(181		)	(282,554		)	(6,152		)	(288,887		)
Investment in intercompany notes payable	—			(2,063		)	2,063			—
Advances to subsidiaries, net	(203,471		)	231,048			(27,577		)	—
Net cash used by investing activities	(203,832		)	(198,843		)	(12,576		)	(415,251		)
Financing activities:
Proceeds from debt facilities and senior unsecured notes	840,000			—			14,360			854,360
Principal payments on debt	(496,000		)	(63,727		)	(27,382		)	(587,109		)
Deferred financing fees paid	(3,020		)	—			(27		)	(3,047		)
Costs associated with loan refinancing or payoff (cash portion)	—			—			(482		)	(482		)
Net proceeds from issuance of common shares	142,452			—			—			142,452
Impact of stock option exercises, net	(717		)	—			—			(717		)
Purchase of common shares for treasury for vesting	(4,211		)	—			—			(4,211		)
Dividends paid to shareholders	(198,678		)	—			—			(198,678		)
Net cash provided (used) by financing activities	279,826			(63,727		)	(13,531		)	202,568
Effect of exchange rate changes on cash	—			—			(62		)	(62		)
Net increase (decrease) in cash and cash equivalents	3,462			(552		)	118			3,028
Cash and cash equivalents at beginning of the period	1,089			1,289			1,905			4,283
Cash and cash equivalents at end of the period	$	4,551		$	737		$	2,023		$	7,311

Condensed Consolidating Statement of Cash Flows Nine Months Ended September 30, 2015

	EPR Properties (Issuer)			Wholly Owned Subsidiary Guarantors			Non-Guarantor Subsidiaries			Consolidated
Intercompany fee income (expense)	$	2,062		$	—		$	(2,062	)	$	—
Interest income (expense) on intercompany receivable/payable	111			7,339			(7,450		)	—
Net cash provided (used) by other operating activities	(83,543		)	235,839			32,012			184,308
Net cash provided (used) by operating activities of continuing operations	(81,370		)	243,178			22,500			184,308
Net cash provided by operating activities of discontinued operations	—			514			—			514
Net cash provided (used) by operating activities	(81,370		)	243,692			22,500			184,822
Investing activities:
Acquisition of rental properties and other assets	(392		)	(135,627		)	(10		)	(136,029		)
Proceeds from sale of real estate	—			44,911			1,081			45,992
Investment in mortgage note receivable	—			(18,073		)	(44,863		)	(62,936		)
Proceeds from mortgage note receivable paydown	—			975			—			975
Proceeds from sale of investments in a direct financing lease, net	—			4,741			—			4,741
Additions to property under development	(5		)	(321,559		)	(3,295		)	(324,859		)
Advances to subsidiaries, net	(374,011		)	343,293			30,718			—
Net cash used by investing activities	(374,408		)	(81,339		)	(16,369		)	(472,116		)
Financing activities:
Proceeds from debt facilities	648,914			155,000			—			803,914
Principal payments on debt	(89,000		)	(317,897		)	(6,172		)	(413,069		)
Deferred financing fees paid	(6,944		)	(8		)	—			(6,952		)
Net proceeds from issuance of common shares	99,760			—			—			99,760
Impact of stock option exercises, net	(3,192		)	—			—			(3,192		)
Purchase of common shares for treasury for vesting	(8,222		)	—			—			(8,222		)
Dividends paid to shareholders	(172,926		)	—			—			(172,926		)
Net cash provided (used) by financing activities	468,390			(162,905		)	(6,172		)	299,313
Effect of exchange rate changes on cash	—			(12		)	(729		)	(741		)
Net increase (decrease) in cash and cash equivalents	12,612			(564		)	(770		)	11,278
Cash and cash equivalents at beginning of the period	(1,234		)	2,074			2,496			3,336
Cash and cash equivalents at end of the period	$	11,378		$	1,510		$	1,726		$	14,614