CONDENSED CONSOLIDATING INFORMATION (Unaudited)

We have fully and unconditionally guaranteed the obligation to pay principal and interest with respect to the outstanding senior notes issued jointly by our 100% owned subsidiaries, Ventas Realty, Limited Partnership (“Ventas Realty”) and Ventas Capital Corporation (collectively, the “Ventas Issuers”), and the outstanding senior notes issued solely by Ventas Realty. Ventas Capital Corporation is a direct 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 (excluding the Ventas Issuers, the “Ventas Subsidiaries”) is obligated with respect to the Ventas Issuers’ or Ventas Realty’s outstanding senior notes.

In connection with our 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. We, the Ventas Issuers and the Ventas Subsidiaries (other than NHP LLC) are not obligated with respect to any of NHP LLC’s outstanding senior notes.

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

The following summarizes our condensed consolidating information as of September 30, 2013 and December 31, 2012 and for the three and nine months ended September 30, 2013 and 2012:

CONDENSED CONSOLIDATING BALANCE SHEET

As of September 30, 2013



	Ventas, Inc.		Ventas Realty (1)			Ventas Subsidiaries		Consolidated Elimination			Consolidated
	(In thousands)
Assets
Net real estate investments	$	7,161	$	387,869		$	18,272,333	$	—		$	18,667,363
Cash and cash equivalents	14,018		—			40,654		—			54,672
Escrow deposits and restricted cash	2,104		1,635			94,461		—			98,200
Deferred financing costs, net	758		46,514			7,970		—			55,242
Investment in and advances to affiliates	11,713,622		1,867,250			—		(13,580,872		)	—
Other assets	49,187		7,000			947,694		—			1,003,881
Total assets	$	11,786,850	$	2,310,268		$	19,363,112	$	(13,580,872	)	$	19,879,358
Liabilities and equity
Liabilities:
Senior notes payable and other debt	$	—	$	6,089,730		$	3,323,588	$	—		$	9,413,318
Intercompany loans	5,299,822		(5,742,316		)	442,494		—			—
Accrued interest	—		39,457			22,719		—			62,176
Accounts payable and other liabilities	106,537		11,038			901,591		—			1,019,166
Deferred income taxes	248,369		—			—		—			248,369
Total liabilities	5,654,728		397,909			4,690,392		—			10,743,029
Redeemable OP unitholder and noncontrolling interests	—		—			171,921		—			171,921
Total equity	6,132,122		1,912,359			14,500,799		(13,580,872		)	8,964,408
Total liabilities and equity	$	11,786,850	$	2,310,268		$	19,363,112	$	(13,580,872	)	$	19,879,358


(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, 2012



	Ventas, Inc.		Ventas Realty (1)			Ventas Subsidiaries		Consolidated Elimination			Consolidated
	(In thousands)
Assets
Net real estate investments	$	7,615	$	412,362		$	17,421,966	$	—		$	17,841,943
Cash and cash equivalents	16,734		—			51,174		—			67,908
Escrow deposits and restricted cash	7,565		1,952			96,396		—			105,913
Deferred financing costs, net	757		34,047			7,747		—			42,551
Investment in and advances to affiliates	10,343,664		1,867,250			—		(12,210,914		)	—
Other assets	26,282		4,043			891,360		—			921,685
Total assets	$	10,402,617	$	2,319,654		$	18,468,643	$	(12,210,914	)	$	18,980,000
Liabilities and equity
Liabilities:
Senior notes payable and other debt	$	—	$	4,570,296		$	3,843,350	$	—		$	8,413,646
Intercompany loans	3,425,082		(4,126,391		)	701,309		—			—
Accrued interest	—		24,045			23,520		—			47,565
Accounts payable and other liabilities	99,631		7,775			887,750		—			995,156
Deferred income taxes	259,715		—			—		—			259,715
Total liabilities	3,784,428		475,725			5,455,929		—			9,716,082
Redeemable OP unitholder and noncontrolling interests	—		—			174,555		—			174,555
Total equity	6,618,189		1,843,929			12,838,159		(12,210,914		)	9,089,363
Total liabilities and equity	$	10,402,617	$	2,319,654		$	18,468,643	$	(12,210,914	)	$	18,980,000


(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 September 30, 2013



	Ventas, Inc.			Ventas Realty (1)		Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Revenues:
Rental income	$	609		$	69,894	$	264,111		$	—		$	334,614
Resident fees and services	—			—		359,112			—			359,112
Medical office building and other services revenue	—			—		4,146			—			4,146
Income from loans and investments	—			90		14,358			—			14,448
Equity earnings in affiliates	118,136			—		202			(118,338		)	—
Interest and other income	19			10		37			—			66
Total revenues	118,764			69,994		641,966			(118,338		)	712,386
Expenses:
Interest	(512		)	36,703		47,898			—			84,089
Depreciation and amortization	1,308			7,912		168,490			—			177,710
Property-level operating expenses	—			153		284,959			—			285,112
Medical office building services costs	—			—		1,651			—			1,651
General, administrative and professional fees	437			5,375		22,847			—			28,659
Gain on extinguishment of debt	—			—		(189		)	—			(189		)
Merger-related expenses and deal costs	2,038			—		4,170			—			6,208
Other	23			17		4,313			—			4,353
Total expenses	3,294			50,160		534,139			—			587,593
Income from continuing operations before income/loss from unconsolidated entities, income taxes and noncontrolling interest	115,470			19,834		107,827			(118,338		)	124,793
Income (loss) from unconsolidated entities	—			272		(162		)	—			110
Income tax benefit	2,780			—		—			—			2,780
Income from continuing operations	118,250			20,106		107,665			(118,338		)	127,683
Discontinued operations	46			80		(9,210		)	—			(9,084		)
Net income	118,296			20,186		98,455			(118,338		)	118,599
Net income attributable to noncontrolling interest	—			—		303			—			303
Net income attributable to common stockholders	$	118,296		$	20,186	$	98,152		$	(118,338	)	$	118,296


(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 September 30, 2012



	Ventas, Inc.			Ventas Realty (1)		Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Revenues:
Rental income	$	640		$	69,262	$	238,284		$	—		$	308,186
Resident fees and services	—			—		316,560			—			316,560
Medical office building and other services revenue	—			—		4,544			—			4,544
Income from loans and investments	951			301		7,783			—			9,035
Equity earnings in affiliates	115,319			—		318			(115,637		)	—
Interest and other income	12			10		308			—			330
Total revenues	116,922			69,573		567,797			(115,637		)	638,655
Expenses:
Interest	(1,139		)	23,295		51,881			—			74,037
Depreciation and amortization	1,057			7,484		179,999			—			188,540
Property-level operating expenses	—			128		252,322			—			252,450
Medical office building services costs	—			—		1,487			—			1,487
General, administrative and professional fees	1,028			8,092		17,747			—			26,867
Loss (gain) on extinguishment of debt	—			17		(1,211		)	—			(1,194		)
Merger-related expenses and deal costs	12,552			—		(7,635		)	—			4,917
Other	(5		)	—		1,971			—			1,966
Total expenses	13,493			39,016		496,561			—			549,070
Income from continuing operations before income from unconsolidated entities, income taxes and noncontrolling interest	103,429			30,557		71,236			(115,637		)	89,585
Income from unconsolidated entities	—			429		16,645			—			17,074
Income tax benefit	8,886			—		—			—			8,886
Income from continuing operations	112,315			30,986		87,881			(115,637		)	115,545
Discontinued operations	(433		)	857		(4,148		)	—			(3,724		)
Net income	111,882			31,843		83,733			(115,637		)	111,821
Net loss attributable to noncontrolling interest	—			—		(61		)	—			(61		)
Net income attributable to common stockholders	$	111,882		$	31,843	$	83,794		$	(115,637	)	$	111,882


(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 Nine Months Ended September 30, 2013



	Ventas, Inc.			Ventas Realty (1)		Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Revenues:
Rental income	$	1,868		$	209,933	$	771,454		$	—		$	983,255
Resident fees and services	—			—		1,039,876			—			1,039,876
Medical office building and other services revenue	—			—		11,331			—			11,331
Income from loans and investments	1,262			877		43,145			—			45,284
Equity earnings in affiliates	339,339			—		675			(340,014		)	—
Interest and other income	315			21		1,565			—			1,901
Total revenues	342,784			210,831		1,868,046			(340,014		)	2,081,647
Expenses:
Interest	(1,453		)	105,180		141,895			—			245,622
Depreciation and amortization	3,600			23,068		501,512			—			528,180
Property-level operating expenses	—			396		821,903			—			822,299
Medical office building services costs	—			—		4,957			—			4,957
General, administrative and professional fees	1,580			16,161		67,019			—			84,760
Gain on extinguishment of debt	—			—		(909		)	—			(909		)
Merger-related expenses and deal costs	9,013			—		8,124			—			17,137
Other	316			38		12,971			—			13,325
Total expenses	13,056			144,843		1,557,472			—			1,715,371
Income from continuing operations before income/loss from unconsolidated entities, income taxes and noncontrolling interest	329,728			65,988		310,574			(340,014		)	366,276
Income (loss) from unconsolidated entities	—			776		(243		)	—			533
Income tax benefit	13,100			—		—			—			13,100
Income from continuing operations	342,828			66,764		310,331			(340,014		)	379,909
Discontinued operations	2,241			702		(36,622		)	—			(33,679		)
Net income	345,069			67,466		273,709			(340,014		)	346,230
Net income attributable to noncontrolling interest	—			—		1,161			—			1,161
Net income attributable to common stockholders	$	345,069		$	67,466	$	272,548		$	(340,014	)	$	345,069


(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 Nine Months Ended September 30, 2012



	Ventas, Inc.			Ventas Realty (1)		Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Revenues:
Rental income	$	1,898		$	205,601	$	660,329		$	—		$	867,828
Resident fees and services	—			—		905,190			—			905,190
Medical office building and other services revenue	—			—		16,791			—			16,791
Income from loans and investments	2,841			1,330		21,052			—			25,223
Equity earnings in affiliates	228,099			—		537			(228,636		)	—
Interest and other income	97			20		325			—			442
Total revenues	232,935			206,951		1,604,224			(228,636		)	1,815,474
Expenses:
Interest	(3,375		)	68,227		149,176			—			214,028
Depreciation and amortization	2,576			28,242		503,974			—			534,792
Property-level operating expenses	—			369		704,570			—			704,939
Medical office building services costs	—			—		8,314			—			8,314
General, administrative and professional fees	4,839			22,204		48,445			—			75,488
Loss (gain) on extinguishment of debt	—			39,737		(1,398		)	—			38,339
Merger-related expenses and deal costs	42,605			—		6,961			—			49,566
Other	(4		)	—		5,056			—			5,052
Total expenses	46,641			158,779		1,425,098			—			1,630,518
Income from continuing operations before income from unconsolidated entities, income taxes and noncontrolling interest	186,294			48,172		179,126			(228,636		)	184,956
Income from unconsolidated entities	—			1,260		16,645			—			17,905
Income tax benefit	2,727			—		—			—			2,727
Income from continuing operations	189,021			49,432		195,771			(228,636		)	205,588
Discontinued operations	87,512			4,300		(21,751		)	—			70,061
Net income	276,533			53,732		174,020			(228,636		)	275,649
Net loss attributable to noncontrolling interest	—			—		(884		)	—			(884		)
Net income attributable to common stockholders	$	276,533		$	53,732	$	174,904		$	(228,636	)	$	276,533


(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 September 30, 2013



	Ventas, Inc.			Ventas Realty (1)		Ventas Subsidiaries		Consolidated Elimination			Consolidated
	(In thousands)
Net income	$	118,296		$	20,186	$	98,455	$	(118,338	)	$	118,599
Other comprehensive income (loss):
Foreign currency translation	—			—		1,665		—			1,665
Change in unrealized gain on marketable debt securities	(208		)	—		—		—			(208		)
Other	—			—		84		—			84
Total other comprehensive (loss) income	(208		)	—		1,749		—			1,541
Comprehensive income	118,088			20,186		100,204		(118,338		)	120,140
Comprehensive income attributable to noncontrolling interest	—			—		303		—			303
Comprehensive income attributable to common stockholders	$	118,088		$	20,186	$	99,901	$	(118,338	)	$	119,837


(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 September 30, 2012



	Ventas, Inc.			Ventas Realty (1)		Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Net income	$	111,882		$	31,843	$	83,733		$	(115,637	)	$	111,821
Other comprehensive income (loss):
Foreign currency translation	—			—		2,838			—			2,838
Change in unrealized gain on marketable debt securities	(509		)	—		—			—			(509		)
Other	—			—		(107		)	—			(107		)
Total other comprehensive (loss) income	(509		)	—		2,731			—			2,222
Comprehensive income	111,373			31,843		86,464			(115,637		)	114,043
Comprehensive loss attributable to noncontrolling interest	—			—		(61		)	—			(61		)
Comprehensive income attributable to common stockholders	$	111,373		$	31,843	$	86,525		$	(115,637	)	$	114,104


(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 Nine Months Ended September 30, 2013



	Ventas, Inc.			Ventas Realty (1)		Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Net income	$	345,069		$	67,466	$	273,709		$	(340,014	)	$	346,230
Other comprehensive income (loss):
Foreign currency translation	—			—		(3,148		)	—			(3,148		)
Change in unrealized gain on marketable debt securities	(1,015		)	—		—			—			(1,015		)
Other	—			—		2,102			—			2,102
Total other comprehensive loss	(1,015		)	—		(1,046		)	—			(2,061		)
Comprehensive income	344,054			67,466		272,663			(340,014		)	344,169
Comprehensive income attributable to noncontrolling interest	—			—		1,161			—			1,161
Comprehensive income attributable to common stockholders	$	344,054		$	67,466	$	271,502		$	(340,014	)	$	343,008


(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 Nine Months Ended September 30, 2012



	Ventas, Inc.			Ventas Realty (1)		Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Net income	$	276,533		$	53,732	$	174,020		$	(228,636	)	$	275,649
Other comprehensive income (loss):
Foreign currency translation	—			—		3,180			—			3,180
Change in unrealized gain on marketable debt securities	(1,220		)	—		—			—			(1,220		)
Other	—			—		(396		)	—			(396		)
Total other comprehensive (loss) income	(1,220		)	—		2,784			—			1,564
Comprehensive income	275,313			53,732		176,804			(228,636		)	277,213
Comprehensive loss attributable to noncontrolling interest	—			—		(884		)	—			(884		)
Comprehensive income attributable to common stockholders	$	275,313		$	53,732	$	177,688		$	(228,636	)	$	278,097


(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 Nine Months Ended September 30, 2013



	Ventas, Inc.			Ventas Realty (1)			Ventas Subsidiaries			Consolidated Elimination		Consolidated
	(In thousands)
Net cash (used in) provided by operating activities	$	(11,070	)	$	114,924		$	731,575		$	—	$	835,429
Net cash (used in) provided by investing activities	(1,338,064		)	(3,492		)	163,455			—		(1,178,101		)
Cash flows from financing activities:
Net change in borrowings under revolving credit facility	—			(90,000		)	(2,586		)	—		(92,586		)
Proceeds from debt	—			1,606,849			159,995			—		1,766,844
Repayment of debt	(11,420		)	—			(829,112		)	—		(840,532		)
Net change in intercompany debt	1,874,740			(1,615,925		)	(258,815		)	—		—
Payment of deferred financing costs	—			(18,291		)	(1,686		)	—		(19,977		)
Issuance of common stock, net	106,002			—			—			—		106,002
Cash distribution (to) from affiliates	(38,168		)	5,994			32,174			—		—
Cash distribution to common stockholders	(588,770		)	—			—			—		(588,770		)
Cash distribution to redeemable OP unitholders	(3,479		)	—			—			—		(3,479		)
Purchases of redeemable OP units	(317		)	—			—			—		(317		)
Contributions from noncontrolling interest	—			—			2,094			—		2,094
Distributions to noncontrolling interest	—			—			(7,614		)	—		(7,614		)
Other	7,830			—			—			—		7,830
Net cash provided by (used in) financing activities	1,346,418			(111,373		)	(905,550		)	—		329,495
Net (decrease) increase in cash and cash equivalents	(2,716		)	59			(10,520		)	—		(13,177		)
Effect of foreign currency translation on cash and cash equivalents	—			(59		)	—			—		(59		)
Cash and cash equivalents at beginning of period	16,734			—			51,174			—		67,908
Cash and cash equivalents at end of period	$	14,018		$	—		$	40,654		$	—	$	54,672


(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 Nine Months Ended September 30, 2012



	Ventas, Inc.			Ventas Realty (1)			Ventas Subsidiaries			Consolidated Elimination		Consolidated
	(In thousands)
Net cash (used in) provided by operating activities	$	(5,543	)	$	156,211		$	558,651		$	—	$	709,319
Net cash used in investing activities	(1,114,598		)	(113		)	(99,195		)	—		(1,213,906		)
Cash flows from financing activities:
Net change in borrowings under revolving credit facility	—			255,500			(6,579		)	—		248,921
Proceeds from debt	—			1,255,105			313,277			—		1,568,382
Repayment of debt	—			(521,527		)	(581,473		)	—		(1,103,000		)
Net change in intercompany debt	1,329,833			(1,050,117		)	(279,716		)	—		—
Payment of deferred financing costs	—			(3,395		)	(862		)	—		(4,257		)
Cash distribution (to) from affiliates	(13,087		)	(91,722		)	104,809			—		—
Issuance of common stock, net	342,469			—			—			—		342,469
Cash distribution to common stockholders	(545,240		)	—			—			—		(545,240		)
Cash distribution to redeemable OP unitholders	(3,358		)	—			—			—		(3,358		)
Purchases of redeemable OP units	(1,760		)	—			—			—		(1,760		)
Distributions to noncontrolling interest	—			—			(4,035		)	—		(4,035		)
Other	19,130			—			—			—		19,130
Net cash provided by (used in) financing activities	1,127,987			(156,156		)	(454,579		)	—		517,252
Net increase (decrease) in cash and cash equivalents	7,846			(58		)	4,877			—		12,665
Effect of foreign currency translation on cash and cash equivalents	—			58			—			—		58
Cash and cash equivalents at beginning of period	2,335			—			43,472			—		45,807
Cash and cash equivalents at end of period	$	10,181		$	—		$	48,349		$	—	$	58,530


(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.