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, 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 NHP acquisition, our 100% owned subsidiary, 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 December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014, and 2013:

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
Deferred financing costs, net	—		—			—			—			—
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 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	$	216,521		$	17,444,818	$	—		$	17,667,743
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	—		—			—		—			—
Investment in and advances to affiliates	10,783,780		3,430,055			—		(14,213,835		)	—
Goodwill	—		—			363,971		—			363,971
Assets held for sale	—		150,405			2,404,917		—			2,555,322
Other assets	98,605		41,821			311,332		—			451,758
Total assets	$	10,915,748	$	3,840,226		$	20,623,774	$	(14,213,835	)	$	21,165,913
Liabilities and equity
Liabilities:
Senior notes payable and other debt	$	—	$	7,371,547		$	3,472,804	$	—		$	10,844,351
Intercompany loans	5,555,196		(5,562,739		)	7,543		—			—
Accrued interest	—		43,212			18,970		—			62,182
Accounts payable and other liabilities	103,469		55,909			591,279		—			750,657
Liabilities held for sale	—		24,398			213,575		—			237,973
Deferred income taxes	344,337		—			—		—			344,337
Total liabilities	6,003,002		1,932,327			4,304,171		—			12,239,500
Redeemable OP unitholder and noncontrolling interests	—		—			172,016		—			172,016
Total equity	4,912,746		1,907,899			16,147,587		(14,213,835		)	8,754,397
Total liabilities and equity	$	10,915,748	$	3,840,226		$	20,623,774	$	(14,213,835	)	$	21,165,913


(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 Year Ended December 31, 2015



	Ventas, Inc.			Ventas Realty (1)			Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Revenues:
Rental income	$	3,663		$	198,017		$	1,144,366		$	—		$	1,346,046
Resident fees and services	—			—			1,811,255			—			1,811,255
Medical office building and other services revenues	895			—			40,597			—			41,492
Income from loans and investments	8,605			534			77,414			—			86,553
Equity earnings in affiliates	458,213			—			1,332			(459,545		)	—
Interest and other income	495			(6		)	563			—			1,052
Total revenues	471,871			198,545			3,075,527			(459,545		)	3,286,398
Expenses:
Interest	(38,393		)	257,503			148,004			—			367,114
Depreciation and amortization	5,443			14,679			873,935			—			894,057
Property-level operating expenses	—			367			1,383,273			—			1,383,640
Medical office building services costs	—			—			26,565			—			26,565
General, administrative and professional fees	(321		)	20,777			107,579			—			128,035
Loss on extinguishment of debt, net	—			4,523			9,888			—			14,411
Merger-related expenses and deal costs	98,644			75			4,225			—			102,944
Other	(358		)	45			18,270			—			17,957
Total expenses	65,015			297,969			2,571,739			—			2,934,723
Income (loss) before loss from unconsolidated entities, income taxes, discontinued operations, real estate dispositions and noncontrolling interest	406,856			(99,424		)	503,788			(459,545		)	351,675
Loss from unconsolidated entities	—			(183		)	(1,237		)	—			(1,420		)
Income tax benefit	39,284			—			—			—			39,284
Income (loss) from continuing operations	446,140			(99,607		)	502,551			(459,545		)	389,539
Discontinued operations	(46,877		)	34,748			23,232			—			11,103
Gain on real estate dispositions	18,580			—			—			—			18,580
Net income (loss)	417,843			(64,859		)	525,783			(459,545		)	419,222
Net income attributable to noncontrolling interest	—			—			1,379			—			1,379
Net income (loss) attributable to common stockholders	$	417,843		$	(64,859	)	$	524,404		$	(459,545	)	$	417,843


(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 Year Ended December 31, 2014



	Ventas, Inc.			Ventas Realty (1)			Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Revenues:
Rental income	$	2,789		$	180,907		$	954,761		$	—		$	1,138,457
Resident fees and services	—			—			1,552,951			—			1,552,951
Medical office building and other services revenues	—			—			29,364			—			29,364
Income from loans and investments	3,052			—			48,726			—			51,778
Equity earnings in affiliates	480,267			—			199			(480,466		)	—
Interest and other income	3,314			26			923			—			4,263
Total revenues	489,422			180,933			2,586,924			(480,466		)	2,776,813
Expenses:
Interest	(18,210		)	185,983			124,292			—			292,065
Depreciation and amortization	5,860			15,743			703,613			—			725,216
Property-level operating expenses	1			481			1,194,906			—			1,195,388
Medical office building services costs	—			—			17,092			—			17,092
General, administrative and professional fees	3,910			19,792			98,036			—			121,738
(Gain) loss on extinguishment of debt, net	(3		)	3			5,564			—			5,564
Merger-related expenses and deal costs	26,209			2,110			14,985			—			43,304
Other	9,732			—			16,011			—			25,743
Total expenses	27,499			224,112			2,174,499			—			2,426,110
Income (loss) before income (loss) from unconsolidated entities, income taxes, discontinued operations and noncontrolling interest	461,923			(43,179		)	412,425			(480,466		)	350,703
Income (loss) from unconsolidated entities	—			1,250			(1,389		)	—			(139		)
Income tax benefit	8,732			—			—			—			8,732
Income from continuing operations	470,655			(41,929		)	411,036			(480,466		)	359,296
Discontinued operations	(12,858		)	61,755			50,838			—			99,735
Gain on real estate dispositions	17,970			—			—			—			17,970
Net income	475,767			19,826			461,874			(480,466		)	477,001
Net income attributable to noncontrolling interest	—			—			1,234			—			1,234
Net income attributable to common stockholders	$	475,767		$	19,826		$	460,640		$	(480,466	)	$	475,767


(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 Year Ended December 31, 2013



	Ventas, Inc.			Ventas Realty (1)			Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Revenues:
Rental income	$	2,486		$	171,953		$	861,917		$	—		$	1,036,356
Resident fees and services	—			—			1,406,005			—			1,406,005
Medical office building and other services revenues	—			(11		)	17,820			—			17,809
Income from loans and investments	1,262			908			52,255			—			54,425
Equity earnings in affiliates	449,621			—			727			(450,348		)	—
Interest and other income	2,963			26			(967		)	—			2,022
Total revenues	456,332			172,876			2,337,757			(450,348		)	2,516,617
Expenses:
Interest	(2,167		)	144,327			106,849			—			249,009
Depreciation and amortization	4,990			17,248			607,670			—			629,908
Property-level operating expenses	—			514			1,109,411			—			1,109,925
Medical office building services costs	—			—			8,315			—			8,315
General, administrative and professional fees	2,695			20,488			91,900			—			115,083
Loss (gain) on extinguishment of debt, net	3			1,510			(312		)	—			1,201
Merger-related expenses and deal costs	11,917			—			9,717			—			21,634
Other	194			17			17,153			—			17,364
Total expenses	17,632			184,104			1,950,703			—			2,152,439
Income (loss) before income (loss) from unconsolidated entities, income taxes, discontinued operations, and noncontrolling interest	438,700			(11,228		)	387,054			(450,348		)	364,178
Income (loss) from unconsolidated entities	—			673			(1,181		)	—			(508		)
Income tax benefit	11,828			—			—			—			11,828
Income (loss) from continuing operations	450,528			(10,555		)	385,873			(450,348		)	375,498
Discontinued operations	2,981			83,197			(7,007		)	—			79,171
Net income	453,509			72,642			378,866			(450,348		)	454,669
Net income attributable to noncontrolling interest	—			—			1,160			—			1,160
Net income attributable to common stockholders	$	453,509		$	72,642		$	377,706		$	(450,348	)	$	453,509


(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 Year Ended December 31, 2015



	Ventas, Inc.			Ventas Realty (1)			Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Net income (loss)	$	417,843		$	(64,859	)	$	525,783		$	(459,545	)	$	419,222
Other comprehensive loss:
Foreign currency translation	—			—			(14,792		)	—			(14,792		)
Change in unrealized gain on marketable debt securities	(5,047		)	—			—			—			(5,047		)
Other	—			—			(847		)	—			(847		)
Total other comprehensive loss	(5,047		)	—			(15,639		)	—			(20,686		)
Comprehensive income (loss)	412,796			(64,859		)	510,144			(459,545		)	398,536
Comprehensive income attributable to noncontrolling interest	—			—			1,379			—			1,379
Comprehensive income attributable to common stockholders	$	412,796		$	(64,859	)	$	508,765		$	(459,545	)	$	397,157


(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 Year Ended December 31, 2014



	Ventas, Inc.		Ventas Realty (1)		Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Net income	$	475,767	$	19,826	$	461,874		$	(480,466	)	$	477,001
Other comprehensive income (loss):
Foreign currency translation	—		—		(17,153		)	—			(17,153		)
Change in unrealized gain on marketable debt securities	7,001		—		—			—			7,001
Other	—		—		3,614			—			3,614
Total other comprehensive income (loss)	7,001		—		(13,539		)	—			(6,538		)
Comprehensive income	482,768		19,826		448,335			(480,466		)	470,463
Comprehensive income attributable to noncontrolling interest	—		—		1,234			—			1,234
Comprehensive income attributable to common stockholders	$	482,768	$	19,826	$	447,101		$	(480,466	)	$	469,229


(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 Year Ended December 31, 2013



	Ventas, Inc.			Ventas Realty (1)		Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Net income	$	453,509		$	72,642	$	378,866		$	(450,348	)	$	454,669
Other comprehensive loss:
Foreign currency translation	—			—		(5,422		)	—			(5,422		)
Change in unrealized gain on marketable debt securities	(1,023		)	—		—			—			(1,023		)
Other	—			—		2,750			—			2,750
Total other comprehensive loss	(1,023		)	—		(2,672		)	—			(3,695		)
Comprehensive income	452,486			72,642		376,194			(450,348		)	450,974
Comprehensive income attributable to noncontrolling interest	—			—		1,160			—			1,160
Comprehensive income attributable to common stockholders	$	452,486		$	72,642	$	375,034		$	(450,348	)	$	449,814


(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 Year Ended December 31, 2015



	Ventas, Inc.			Ventas Realty (1)			Ventas Subsidiaries			Consolidated Elimination		Consolidated
	(In thousands)
Net cash (used in) provided by operating activities	$	(124,752	)	$	(6,704	)	$	1,523,223		$	—	$	1,391,767
Net cash used in investing activities	(2,107,862		)	(15,733		)	(300,097		)	—		(2,423,692		)
Cash flows from financing activities:
Net change in borrowings under credit facilities	—			(584,000		)	(139,457		)	—		(723,457		)
Net cash impact of CCP Spin-Off	1,273,000			—			(1,401,749		)	—		(128,749		)
Proceeds from debt	—			2,292,568			220,179			—		2,512,747
Proceeds from debt related to CCP Spin-Off	—			—			1,400,000			—		1,400,000
Repayment of debt	—			(705,000		)	(730,596		)	—		(1,435,596		)
Net change in intercompany debt	1,782,954			(1,008,773		)	(774,181		)	—		—
Purchase of noncontrolling interest	—			—			(3,819		)	—		(3,819		)
Payment of deferred financing costs	—			(22,297		)	(2,368		)	—		(24,665		)
Issuance of common stock, net	491,023			—			—			—		491,023
Cash distribution (to) from affiliates	(313,755		)	49,939			263,816			—		—
Cash distribution to common stockholders	(1,003,413		)	—			—			—		(1,003,413		)
Cash distribution to redeemable OP unitholders	—			—			(15,095		)	—		(15,095		)
Purchases of redeemable OP units	—			—			(33,188		)	—		(33,188		)
Distributions to noncontrolling interest	—			—			(12,649		)	—		(12,649		)
Other	6,983			—			—			—		6,983
Net cash provided by (used in) financing activities	2,236,792			22,437			(1,229,107		)	—		1,030,122
Net increase (decrease) in cash and cash equivalents	4,178			—			(5,981		)	—		(1,803		)
Effect of foreign currency translation on cash and cash equivalents	(17,302		)	—			16,780			—		(522		)
Cash and cash equivalents at beginning of period	24,857			—			30,491			—		55,348
Cash and cash equivalents at end of period	$	11,733		$	—		$	41,290		$	—	$	53,023


(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 Year Ended December 31, 2014



	Ventas, Inc.			Ventas Realty (1)			Ventas Subsidiaries			Consolidated Elimination		Consolidated
	(In thousands)
Net cash (used in) provided by operating activities	$	(95,660	)	$	81,378		$	1,269,127		$	—	$	1,254,845
Net cash used in investing activities	(1,358,256		)	(7,749		)	(689,035		)	—		(2,055,040		)
Cash flows from financing activities:
Net change in borrowings under revolving credit facility	—			386,000			154,203			—		540,203
Proceeds from debt	—			696,661			1,311,046			—		2,007,707
Repayment of debt	—			—			(1,151,395		)	—		(1,151,395		)
Net change in intercompany debt	1,300,790			(895,961		)	(404,829		)	—		—
Payment of deferred financing costs	—			(6,608		)	(7,612		)	—		(14,220		)
Issuance of common stock, net	242,107			—			—			—		242,107
Cash distribution from (to) affiliates	776,826			(253,726		)	(523,100		)	—		—
Cash distribution to common stockholders	(875,614		)	—			—			—		(875,614		)
Cash distribution to redeemable OP unitholders	(5,762		)	—			—			—		(5,762		)
Purchases of redeemable OP units	(503		)	—			—			—		(503		)
Contributions from noncontrolling interest	—			—			491			—		491
Distributions to noncontrolling interest	—			—			(9,559		)	—		(9,559		)
Other	24,597			5			—			—		24,602
Net cash provided by (used in) financing activities	1,462,441			(73,629		)	(630,755		)	—		758,057
Net increase (decrease) in cash and cash equivalents	8,525			—			(50,663		)	—		(42,138		)
Effect of foreign currency translation on cash and cash equivalents	(11,837		)	—			14,507			—		2,670
Cash and cash equivalents at beginning of period	28,169			—			66,647			—		94,816
Cash and cash equivalents at end of period	$	24,857		$	—		$	30,491		$	—	$	55,348


(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 Year Ended December 31, 2013



	Ventas, Inc.			Ventas Realty (1)			Ventas Subsidiaries			Consolidated Elimination		Consolidated
	(In thousands)
Net cash (used in) provided by operating activities	$	(8,596	)	$	149,734		$	1,053,617		$	—	$	1,194,755
Net cash (used in) provided by investing activities	(1,416,336		)	(6,122		)	139,698			—		(1,282,760		)
Cash flows from financing activities:
Net change in borrowings under revolving credit facilities	—			(168,000		)	3,971			—		(164,029		)
Proceeds from debt	—			2,330,435			437,111			—		2,767,546
Repayment of debt	—			(400,000		)	(1,392,492		)	—		(1,792,492		)
Net change in intercompany debt	2,149,080			(1,881,988		)	(267,092		)	—		—
Payment of deferred financing costs	—			(29,586		)	(1,691		)	—		(31,277		)
Issuance of common stock, net	141,343			—			—			—		141,343
Cash distribution (to) from affiliates	(54,852		)	5,610			49,242			—		—
Cash distribution to common stockholders	(802,123		)	—			—			—		(802,123		)
Cash distribution to redeemable OP unitholders	(5,040		)	—			—			—		(5,040		)
Purchases of redeemable OP units	(659		)	—			—			—		(659		)
Contributions from noncontrolling interest	—			—			2,395			—		2,395
Distributions to noncontrolling interest	—			—			(9,286		)	—		(9,286		)
Other	8,618			—			—			—		8,618
Net cash provided by (used in) financing activities	1,436,367			(143,529		)	(1,177,842		)	—		114,996
Net increase in cash and cash equivalents	11,435			83			15,473			—		26,991
Effect of foreign currency translation on cash and cash equivalents	—			(83		)	—			—		(83		)
Cash and cash equivalents at beginning of period	16,734			—			51,174			—		67,908
Cash and cash equivalents at end of period	$	28,169		$	—		$	66,647		$	—	$	94,816


(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.