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 June 30, 2015 and December 31, 2014 and for the three and six months ended June 30, 2015 and 2014:

CONDENSED CONSOLIDATING BALANCE SHEET

As of June 30, 2015



	Ventas, Inc.		Ventas Realty (1)			Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Assets
Net real estate investments	$	6,101	$	344,952		$	21,888,912		$	—		$	22,239,965
Cash and cash equivalents	11,718		—			48,814			—			60,532
Escrow deposits and restricted cash	124,478		1,491			67,991			—			193,960
Deferred financing costs, net	759		57,902			9,623			—			68,284
Investment in and advances to affiliates	14,152,936		3,430,055			—			(17,582,991		)	—
Other assets	60,255		9,185			1,642,981			—			1,712,421
Total assets	$	14,356,247	$	3,843,585		$	23,658,321		$	(17,582,991	)	$	24,275,162
Liabilities and equity
Liabilities:
Senior notes payable and other debt	$	45,000	$	8,093,699		$	3,369,162		$	—		$	11,507,861
Intercompany loans	6,850,326		(6,274,138		)	(576,188		)	—			—
Accrued interest	—		57,809			19,822			—			77,631
Accounts payable and other liabilities	101,034		76,843			848,482			—			1,026,359
Deferred income taxes	370,161		—			—			—			370,161
Total liabilities	7,366,521		1,954,213			3,661,278			—			12,982,012
Redeemable OP unitholder and noncontrolling interests	—		—			199,404			—			199,404
Total equity	6,989,726		1,889,372			19,797,639			(17,582,991		)	11,093,746
Total liabilities and equity	$	14,356,247	$	3,843,585		$	23,658,321		$	(17,582,991	)	$	24,275,162


(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 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 June 30, 2015



	Ventas, Inc.			Ventas Realty (1)			Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Revenues:
Rental income	$	915		$	70,959		$	329,091		$	—		$	400,965
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			18,647			—			26,068
Equity earnings in affiliates	131,119			—			(62		)	(131,057		)	—
Interest and other income	20			53			163			—			236
Total revenues	139,223			71,264			811,892			(131,057		)	891,322
Expenses:
Interest	(8,932		)	64,569			51,954			—			107,591
Depreciation and amortization	1,357			7,677			240,161			—			249,195
Property-level operating expenses	—			73			342,500			—			342,573
Medical office building services costs	—			—			5,764			—			5,764
General, administrative and professional fees	2,821			5,054			26,087			—			33,962
Gain on extinguishment of debt, net	—			—			(455		)	—			(455		)
Merger-related expenses and deal costs	11,827			75			2,683			—			14,585
Other	(136		)	325			4,902			—			5,091
Total expenses	6,937			77,773			673,596			—			758,306
Income (loss) from continuing operations before income (loss) from unconsolidated entities, income taxes, real estate dispositions and noncontrolling interest	132,286			(6,509		)	138,296			(131,057		)	133,016
Income (loss) from unconsolidated entities	—			359			(350		)	—			9
Income tax benefit	9,789			—			—			—			9,789
Income (loss) from continuing operations	142,075			(6,150		)	137,946			(131,057		)	142,814
Discontinued operations	277			(88		)	(122		)	—			67
Gain on real estate dispositions	7,469			—			—			—			7,469
Net income (loss)	149,821			(6,238		)	137,824			(131,057		)	150,350
Net income attributable to noncontrolling interest	—			—			529			—			529
Net income (loss) attributable to common stockholders	$	149,821		$	(6,238	)	$	137,295		$	(131,057	)	$	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 Three Months Ended June 30, 2014



	Ventas, Inc.			Ventas Realty (1)			Ventas Subsidiaries		Consolidated Elimination			Consolidated
	(In thousands)
Revenues:
Rental income	$	626		$	68,003		$	288,987	$	—		$	357,616
Resident fees and services	—			—			374,473		—			374,473
Medical office building and other services revenue	—			—			4,367		—			4,367
Income from loans and investments	931			—			13,694		—			14,625
Equity earnings in affiliates	132,423			—			48		(132,471		)	—
Interest and other income	34			5			134		—			173
Total revenues	134,014			68,008			681,703		(132,471		)	751,254
Expenses:
Interest	(4,225		)	46,935			48,791		—			91,501
Depreciation and amortization	1,478			7,435			181,905		—			190,818
Property-level operating expenses	—			99			288,660		—			288,759
Medical office building services costs	—			—			1,626		—			1,626
General, administrative and professional fees	(12		)	5,520			25,798		—			31,306
Loss on extinguishment of debt, net	—			—			2,924		—			2,924
Merger-related expenses and deal costs	6,482			2,110			1,007		—			9,599
Other	324			83			4,456		—			4,863
Total expenses	4,047			62,182			555,167		—			621,396
Income from continuing operations before income from unconsolidated entities, income taxes, real estate dispositions and noncontrolling interest	129,967			5,826			126,536		(132,471		)	129,858
Income from unconsolidated entities	—			320			28		—			348
Income tax expense	(3,274		)	—			—		—			(3,274		)
Income from continuing operations	126,693			6,146			126,564		(132,471		)	126,932
Discontinued operations	(184		)	(1,329		)	1,258		—			(255		)
Gain on real estate dispositions	11,889			—			—		—			11,889
Net income	138,398			4,817			127,822		(132,471		)	138,566
Net income attributable to noncontrolling interest	—			—			168		—			168
Net income attributable to common stockholders	$	138,398		$	4,817		$	127,654	$	(132,471	)	$	138,398


(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		$	142,127		$	660,203		$	—		$	804,161
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			40,059			—			48,967
Equity earnings in affiliates	261,112			—			(140		)	(260,972		)	—
Interest and other income	376			58			274			—			708
Total revenues	271,924			142,488			1,621,906			(260,972		)	1,775,346
Expenses:
Interest	(16,760		)	128,163			102,778			—			214,181
Depreciation and amortization	2,700			16,727			477,209			—			496,636
Property-level operating expenses	—			204			683,080			—			683,284
Medical office building services costs	—			—			12,682			—			12,682
General, administrative and professional fees	80			11,415			56,797			—			68,292
Gain on extinguishment of debt, net	—			—			(434		)	—			(434		)
Merger-related expenses and deal costs	46,180			75			3,502			—			49,757
Other	935			327			9,125			—			10,387
Total expenses	33,135			156,911			1,344,739			—			1,534,785
Income (loss) from continuing operations before income (loss) from unconsolidated entities, income taxes, real estate dispositions and noncontrolling interest	238,789			(14,423		)	277,167			(260,972		)	240,561
Income (loss) from unconsolidated entities	—			760			(1,002		)	—			(242		)
Income tax benefit	17,039			—			—			—			17,039
Income (loss) from continuing operations	255,828			(13,663		)	276,165			(260,972		)	257,358
Discontinued operations	280			(365		)	(271		)	—			(356		)
Gain on real estate dispositions	14,155			—			—			—			14,155
Net income (loss)	270,263			(14,028		)	275,894			(260,972		)	271,157
Net income attributable to noncontrolling interest	—			—			894			—			894
Net income (loss) attributable to common stockholders	$	270,263		$	(14,028	)	$	275,000		$	(260,972	)	$	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 INCOME

For the Six Months Ended June 30, 2014



	Ventas, Inc.			Ventas Realty (1)			Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Revenues:
Rental income	$	1,244		$	140,615		$	568,826		$	—		$	710,685
Resident fees and services	—			—			745,534			—			745,534
Medical office building and other services revenue	—			—			10,667			—			10,667
Income from loans and investments	1,236			—			24,156			—			25,392
Equity earnings in affiliates	258,510			—			211			(258,721		)	—
Interest and other income	185			11			250			—			446
Total revenues	261,175			140,626			1,349,644			(258,721		)	1,492,724
Expenses:
Interest	(4,872		)	90,029			94,185			—			179,342
Depreciation and amortization	2,898			15,406			366,108			—			384,412
Property-level operating expenses	—			248			576,151			—			576,399
Medical office building services costs	—			—			4,997			—			4,997
General, administrative and professional fees	1,875			11,365			50,932			—			64,172
(Gain) loss on extinguishment of debt, net	(3		)	3			2,665			—			2,665
Merger-related expenses and deal costs	8,235			2,110			10,014			—			20,359
Other	1,031			402			8,659			—			10,092
Total expenses	9,164			119,563			1,113,711			—			1,242,438
Income from continuing operations before income (loss) from unconsolidated entities, income taxes, real estate dispositions and noncontrolling interest	252,011			21,063			235,933			(258,721		)	250,286
Income (loss) from unconsolidated entities	—			841			(245		)	—			596
Income tax expense	(6,707		)	—			—			—			(6,707		)
Income from continuing operations	245,304			21,904			235,688			(258,721		)	244,175
Discontinued operations	1,252			(774		)	2,298			—			2,776
Gain on real estate dispositions	12,889			—			—			—			12,889
Net income	259,445			21,130			237,986			(258,721		)	259,840
Net income attributable to noncontrolling interest	—			—			395			—			395
Net income attributable to common stockholders	$	259,445		$	21,130		$	237,591		$	(258,721	)	$	259,445


(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		$	(6,238	)	$	137,824		$	(131,057	)	$	150,350
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			(6,238		)	150,042			(131,057		)	156,173
Comprehensive income attributable to noncontrolling interest	—			—			529			—			529
Comprehensive income (loss) attributable to common stockholders	$	143,426		$	(6,238	)	$	149,513		$	(131,057	)	$	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 Three Months Ended June 30, 2014



	Ventas, Inc.		Ventas Realty (1)		Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Net income	$	138,398	$	4,817	$	127,822		$	(132,471	)	$	138,566
Other comprehensive income:
Foreign currency translation	—		—		7,719			—			7,719
Change in unrealized gain on marketable securities	265		—		—			—			265
Other	—		—		(193		)	—			(193		)
Total other comprehensive income	265		—		7,526			—			7,791
Comprehensive income	138,663		4,817		135,348			(132,471		)	146,357
Comprehensive income attributable to noncontrolling interest	—		—		168			—			168
Comprehensive income attributable to common stockholders	$	138,663	$	4,817	$	135,180		$	(132,471	)	$	146,189


(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		$	(14,028	)	$	275,894		$	(260,972	)	$	271,157
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			(14,028		)	277,999			(260,972		)	268,216
Comprehensive income attributable to noncontrolling interest	—			—			894			—			894
Comprehensive income (loss) attributable to common stockholders	$	265,217		$	(14,028	)	$	277,105		$	(260,972	)	$	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 COMPREHENSIVE INCOME

For the Six Months Ended June 30, 2014



	Ventas, Inc.		Ventas Realty (1)		Ventas Subsidiaries		Consolidated Elimination			Consolidated
	(In thousands)
Net income	$	259,445	$	21,130	$	237,986	$	(258,721	)	$	259,840
Other comprehensive income:
Foreign currency translation	—		—		4,979		—			4,979
Change in unrealized gain on marketable securities	1,571		—		—		—			1,571
Other	—		—		46		—			46
Total other comprehensive income	1,571		—		5,025		—			6,596
Comprehensive income	261,016		21,130		243,011		(258,721		)	266,436
Comprehensive income attributable to noncontrolling interest	—		—		395		—			395
Comprehensive income attributable to common stockholders	$	261,016	$	21,130	$	242,616	$	(258,721	)	$	266,041


(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	$	(6,671	)	$	41,072		$	683,323		$	—	$	717,724
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	(269,799		)	24,757			245,042			—		—
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	912,022			(30,919		)	(596,993		)	—		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.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Six Months Ended June 30, 2014



	Ventas, Inc.			Ventas Realty (1)			Ventas Subsidiaries			Consolidated Elimination		Consolidated
	(In thousands)
Net cash (used in) provided by operating activities	$	(87,463	)	$	46,937		$	636,228		$	—	$	595,702
Net cash used in investing activities	(183,034		)	(1,946		)	(200,453		)	—		(385,433		)
Cash flows from financing activities:
Net change in borrowings under revolving credit facility	—			(196,000		)	(3,951		)	—		(199,951		)
Proceeds from debt	—			696,661			—			—		696,661
Repayment of debt	—			—			(272,726		)	—		(272,726		)
Net change in intercompany debt	597,469			(546,235		)	(51,234		)	—		—
Payment of deferred financing costs	—			(5,966		)	(880		)	—		(6,846		)
Cash distribution from (to) affiliates	113,939			6,544			(120,483		)	—		—
Cash distribution to common stockholders	(426,952		)	—			—			—		(426,952		)
Cash distribution to redeemable OP unitholders	—			—			(2,762		)	—		(2,762		)
Distributions to noncontrolling interest	—			—			(4,908		)	—		(4,908		)
Other	2,546			5			(3,125		)	—		(574		)
Net cash provided by (used in) financing activities	287,002			(44,991		)	(460,069		)	—		(218,058		)
Net increase (decrease) in cash and cash equivalents	16,505			—			(24,294		)	—		(7,789		)
Effect of foreign currency translation on cash and cash equivalents	5,552			—			(5,944		)	—		(392		)
Cash and cash equivalents at beginning of period	28,169			—			66,647			—		94,816
Cash and cash equivalents at end of period	$	50,226		$	—		$	36,409		$	—	$	86,635


(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.