CONDENSED CONSOLIDATING INFORMATION

We have 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 (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 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 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, 2014 and December 31, 2013 and for the three months ended March 31, 2014 and 2013:

CONDENSED CONSOLIDATING BALANCE SHEET

As of March 31, 2014



	Ventas, Inc.		Ventas Realty (1)			Ventas Subsidiaries		Consolidated Elimination			Consolidated
	(In thousands)
Assets
Net real estate investments	$	6,858	$	369,528		$	18,187,084	$	—		$	18,563,470
Cash and cash equivalents	20,912		—			38,879		—			59,791
Escrow deposits and restricted cash	2,104		1,268			72,738		—			76,110
Deferred financing costs, net	758		51,945			7,023		—			59,726
Investment in and advances to affiliates	10,232,196		3,201,998			—		(13,434,194		)	—
Other assets	57,552		14,495			871,624		—			943,671
Total assets	$	10,320,380	$	3,639,234		$	19,177,348	$	(13,434,194	)	$	19,702,768
Liabilities and equity
Liabilities:
Senior notes payable and other debt	$	—	$	6,520,142		$	2,960,909	$	—		$	9,481,051
Intercompany loans	4,475,259		(4,887,411		)	412,152		—			—
Accrued interest	—		40,032			21,051		—			61,083
Accounts payable and other liabilities	94,841		29,488			813,769		—			938,098
Deferred income taxes	252,499		—			—		—			252,499
Total liabilities	4,822,599		1,702,251			4,207,881		—			10,732,731
Redeemable OP unitholder and noncontrolling interests	—		—			160,115		—			160,115
Total equity	5,497,781		1,936,983			14,809,352		(13,434,194		)	8,809,922
Total liabilities and equity	$	10,320,380	$	3,639,234		$	19,177,348	$	(13,434,194	)	$	19,702,768


(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 Three Months Ended March 31, 2014



	Ventas, Inc.			Ventas Realty (1)		Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Revenues:
Rental income	$	618		$	69,755	$	282,696		$	—		$	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			—		140			(126,225		)	—
Interest and other income	152			5		116			—			273
Total revenues	127,161			69,760		670,774			(126,225		)	741,470
Expenses:
Interest	(647		)	43,094		45,394			—			87,841
Depreciation and amortization	1,422			7,653		184,519			—			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			5,613		25,366			—			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			56,832		559,091			—			621,042
Income from continuing operations before income (loss) from unconsolidated entities, income taxes, real estate dispositions and noncontrolling interest	122,042			12,928		111,683			(126,225		)	120,428
Income (loss) from unconsolidated entities	—			522		(274		)	—			248
Income tax expense	(3,433		)	—		—			—			(3,433		)
Income from continuing operations	118,609			13,450		111,409			(126,225		)	117,243
Discontinued operations	1,438			556		1,037			—			3,031
Gain on real estate dispositions, net	1,000			—		—			—			1,000
Net income	121,047			14,006		112,446			(126,225		)	121,274
Net income attributable to noncontrolling interest	—			—		227			—			227
Net income attributable to common stockholders	$	121,047		$	14,006	$	112,219		$	(126,225	)	$	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 INCOME

For the Three Months Ended March 31, 2013



	Ventas, Inc.			Ventas Realty (1)		Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Revenues:
Rental income	$	640		$	69,287	$	253,023		$	—		$	322,950
Resident fees and services	—			—		339,170			—			339,170
Medical office building and other services revenue	—			—		3,648			—			3,648
Income from loans and investments	103			294		15,706			—			16,103
Equity earnings in affiliates	116,077			—		250			(116,327		)	—
Interest and other income	37			5		996			—			1,038
Total revenues	116,857			69,586		612,793			(116,327		)	682,909
Expenses:
Interest	(467		)	32,331		46,770			—			78,634
Depreciation and amortization	1,077			7,216		167,175			—			175,468
Property-level operating expenses	—			102		267,099			—			267,201
Medical office building services costs	—			—		1,639			—			1,639
General, administrative and professional fees	(13		)	5,622		23,165			—			28,774
Merger-related expenses and deal costs	2,749			—		1,513			—			4,262
Other	40			21		4,526			—			4,587
Total expenses	3,386			45,292		511,887			—			560,565
Income from continuing operations before income from unconsolidated entities, income taxes and noncontrolling interest	113,471			24,294		100,906			(116,327		)	122,344
Income from unconsolidated entities	—			288		641			—			929
Income tax (expense) benefit	(1,745		)	—		1			—			(1,744		)
Income from continuing operations	111,726			24,582		101,548			(116,327		)	121,529
Discontinued operations	467			428		(9,326		)	—			(8,431		)
Net income	112,193			25,010		92,222			(116,327		)	113,098
Net income attributable to noncontrolling interest	—			—		905			—			905
Net income attributable to common stockholders	$	112,193		$	25,010	$	91,317		$	(116,327	)	$	112,193


(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	$	14,006	$	112,446		$	(126,225	)	$	121,274
Other comprehensive income (loss):
Foreign currency translation	—		—		(3,334		)	—			(3,334		)
Change in unrealized gain on intra-entity currency loan	594		—		—			—			594
Change in unrealized gain on marketable debt securities	1,306		—		—			—			1,306
Other	—		—		239			—			239
Total other comprehensive income (loss)	1,900		—		(3,095		)	—			(1,195		)
Comprehensive income	122,947		14,006		109,351			(126,225		)	120,079
Comprehensive income attributable to noncontrolling interest	—		—		227			—			227
Comprehensive income attributable to common stockholders	$	122,947	$	14,006	$	109,124		$	(126,225	)	$	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 COMPREHENSIVE INCOME

For the Three Months Ended March 31, 2013



	Ventas, Inc.		Ventas Realty (1)		Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Net income	$	112,193	$	25,010	$	92,222		$	(116,327	)	$	113,098
Other comprehensive income (loss):
Foreign currency translation	—		—		(2,091		)	—			(2,091		)
Change in unrealized gain on marketable debt securities	61		—		—			—			61
Other	—		—		504			—			504
Total other comprehensive income (loss)	61		—		(1,587		)	—			(1,526		)
Comprehensive income	112,254		25,010		90,635			(116,327		)	111,572
Comprehensive income attributable to noncontrolling interest	—		—		905			—			905
Comprehensive income attributable to common stockholders	$	112,254	$	25,010	$	89,730		$	(116,327	)	$	110,667


(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	)	$	20,487		$	309,959		$	—	$	284,421
Net cash (used in) provided by investing activities	(155,716		)	5,190			(67,824		)	—		(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			(205,292		)	(22,114		)	—		—
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			(25,090		)	(270,458		)	—		(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.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Three Months Ended March 31, 2013



	Ventas, Inc.			Ventas Realty (1)			Ventas Subsidiaries			Consolidated Elimination		Consolidated
	(In thousands)
Net cash (used in) provided by operating activities	$	(26,368	)	$	51,309		$	205,364		$	—	$	230,305
Net cash (used in) provided by investing activities	(47,169		)	(5,835		)	112,477			—		59,473
Cash flows from financing activities:
Net change in borrowings under revolving credit facility	—			(376,000		)	84			—		(375,916		)
Proceeds from debt	—			758,460			158,411			—		916,871
Repayment of debt	(11,420		)	—			(624,373		)	—		(635,793		)
Net change in intercompany debt	279,196			(415,487		)	136,291			—		—
Payment of deferred financing costs	—			(12,160		)	(1,648		)	—		(13,808		)
Cash distribution (to) from affiliates	(17,903		)	(238		)	18,141			—		—
Issuance of common stock, net	5,050			—			—			—		5,050
Cash distribution to common stockholders	(195,700		)	—			—			—		(195,700		)
Cash distribution to redeemable OP unitholders	(1,151		)	—			—			—		(1,151		)
Purchases of redeemable OP units	(108		)	—			—			—		(108		)
Distributions to noncontrolling interest	—			—			(1,450		)	—		(1,450		)
Other	2,058			—			—			—		2,058
Net cash provided by (used in) financing activities	60,022			(45,425		)	(314,544		)	—		(299,947		)
Net (decrease) increase in cash and cash equivalents	(13,515		)	49			3,297			—		(10,169		)
Effect of foreign currency translation on cash and cash equivalents	—			(49		)	—			—		(49		)
Cash and cash equivalents at beginning of period	16,734			—			51,174			—		67,908
Cash and cash equivalents at end of period	$	3,219		$	—		$	54,471		$	—	$	57,690


(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.