CONDENSED CONSOLIDATING INFORMATION | 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. |