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 September 30, 2015 and December 31, 2014 and for the three and nine months ended September 30, 2015 and 2014 : CONDENSED CONSOLIDATING BALANCE SHEET As of September 30, 2015 Ventas, Inc. Ventas Realty (1) Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Assets Net real estate investments $ 5,950 $ 200,306 $ 20,428,245 $ — $ 20,634,501 Cash and cash equivalents 13,909 — 51,322 — 65,231 Escrow deposits and restricted cash 200 1,363 72,928 — 74,491 Investment in and advances to affiliates 12,902,429 3,545,184 — (16,447,613 ) — Goodwill — — 1,052,321 — 1,052,321 Assets held for sale — 2,734 166,197 — 168,931 Other assets 19,836 4,437 394,229 — 418,502 Total assets $ 12,942,324 $ 3,754,024 $ 22,165,242 $ (16,447,613 ) $ 22,413,977 Liabilities and equity Liabilities: Senior notes payable and other debt $ — $ 8,293,077 $ 2,975,483 $ — $ 11,268,560 Intercompany loans 7,006,558 (6,509,049 ) (497,509 ) — — Accrued interest — 52,892 14,466 — 67,358 Accounts payable and other liabilities 108,640 47,188 635,602 — 791,430 Liabilities held for sale — — 65,465 — 65,465 Deferred income taxes 352,658 — — — 352,658 Total liabilities 7,467,856 1,884,108 3,193,507 — 12,545,471 Redeemable OP unitholder and noncontrolling interests — — 198,832 — 198,832 Total equity 5,474,468 1,869,916 18,772,903 (16,447,613 ) 9,669,674 Total liabilities and equity $ 12,942,324 $ 3,754,024 $ 22,165,242 $ (16,447,613 ) $ 22,413,977 (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 $ 17,426,082 $ — $ 17,649,007 Cash and cash equivalents 24,857 — 30,491 — 55,348 Escrow deposits and restricted cash 2,102 1,424 68,245 — 71,771 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 2,423,769 — 2,574,174 Other assets 98,605 41,821 311,216 — 451,642 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 $ 3,456,217 $ — $ 10,827,764 Intercompany loans 5,555,196 (5,562,739 ) 7,543 — — Accrued interest — 43,212 18,885 — 62,097 Accounts payable and other liabilities 103,469 55,909 591,244 — 750,622 Liabilities held for sale — 24,398 230,282 — 254,680 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 Three Months Ended September 30, 2015 Ventas, Inc. Ventas Realty (1) Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Revenues: Rental income $ 916 $ 49,425 $ 293,442 $ — $ 343,783 Resident fees and services — — 454,825 — 454,825 Medical office building and other services revenue 293 — 9,707 — 10,000 Income from loans and investments 50 180 18,694 — 18,924 Equity earnings in affiliates 99,873 — (243 ) (99,630 ) — Interest and other income 106 (2 ) (30 ) — 74 Total revenues 101,238 49,603 776,395 (99,630 ) 827,606 Expenses: Interest (10,788 ) 67,521 40,402 — 97,135 Depreciation and amortization 1,347 3,455 221,530 — 226,332 Property-level operating expenses — 81 347,764 — 347,845 Medical office building services costs — — 6,416 — 6,416 General, administrative and professional fees (678 ) 5,225 27,567 — 32,114 Loss on extinguishment of debt, net — 4,523 10,808 — 15,331 Merger-related expenses and deal costs 62,007 — 138 — 62,145 Other 271 5 4,519 — 4,795 Total expenses 52,159 80,810 659,144 — 792,113 Income (loss) from continuing operations before (loss) from unconsolidated entities, income taxes, real estate dispositions and noncontrolling interest 49,079 (31,207 ) 117,251 (99,630 ) 35,493 Loss from unconsolidated entities — (469 ) (486 ) — (955 ) Income tax benefit 10,697 — — — 10,697 Income (loss) from continuing operations 59,776 (31,676 ) 116,765 (99,630 ) 45,235 Discontinued operations (37,189 ) 7,371 7,435 — (22,383 ) Gain on real estate dispositions 265 — — — 265 Net income (loss) 22,852 (24,305 ) 124,200 (99,630 ) 23,117 Net income attributable to noncontrolling interest — — 265 — 265 Net income (loss) attributable to common stockholders $ 22,852 $ (24,305 ) $ 123,935 $ (99,630 ) $ 22,852 (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 INCOME For the Three Months Ended September 30, 2014 Ventas, Inc. Ventas Realty (1) Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Revenues: Rental income $ 626 $ 44,873 $ 242,060 $ — $ 287,559 Resident fees and services — — 396,247 — 396,247 Medical office building and other services revenue — — 7,573 — 7,573 Income from loans and investments 1,049 — 12,137 — 13,186 Equity earnings in affiliates 124,738 — 22 (124,760 ) — Interest and other income 109 10 248 — 367 Total revenues 126,522 44,883 658,287 (124,760 ) 704,932 Expenses: Interest (6,199 ) 49,011 34,513 — 77,325 Depreciation and amortization 1,489 3,831 167,686 — 173,006 Property-level operating expenses — 141 306,395 — 306,536 Medical office building services costs — — 4,568 — 4,568 General, administrative and professional fees 1,147 5,067 23,250 — 29,464 Loss on extinguishment of debt, net — — 2,414 — 2,414 Merger-related expenses and deal costs 13,403 — 2,785 — 16,188 Other 6,932 — 2,481 — 9,413 Total expenses 16,772 58,050 544,092 — 618,914 Income (loss) from continuing operations before income (loss) from unconsolidated entities, income taxes, real estate dispositions and noncontrolling interest 109,750 (13,167 ) 114,195 (124,760 ) 86,018 Income (loss) from unconsolidated entities — 315 (362 ) — (47 ) Income tax benefit 1,887 — — — 1,887 Income (loss) from continuing operations 111,637 (12,852 ) 113,833 (124,760 ) 87,858 Discontinued operations (6,130 ) 15,082 9,219 — 18,171 Gain on real estate dispositions 3,625 — — — 3,625 Net income 109,132 2,230 123,052 (124,760 ) 109,654 Net income attributable to noncontrolling interest — — 522 — 522 Net income attributable to common stockholders $ 109,132 $ 2,230 $ 122,530 $ (124,760 ) $ 109,132 (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, 2015 Ventas, Inc. Ventas Realty (1) Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Revenues: Rental income $ 2,747 $ 148,833 $ 840,298 $ — $ 991,878 Resident fees and services — — 1,356,384 — 1,356,384 Medical office building and other services revenue 293 — 29,658 — 29,951 Income from loans and investments 8,655 483 57,054 — 66,192 Equity earnings in affiliates 360,988 — (383 ) (360,605 ) — Interest and other income 482 (6 ) 243 — 719 Total revenues 373,165 149,310 2,283,254 (360,605 ) 2,445,124 Expenses: Interest (27,548 ) 189,716 101,254 — 263,422 Depreciation and amortization 4,047 11,394 641,821 — 657,262 Property-level operating expenses — 285 1,031,021 — 1,031,306 Medical office building services costs — — 19,098 — 19,098 General, administrative and professional fees (598 ) 16,640 84,357 — 100,399 Loss on extinguishment of debt, net — 4,523 10,374 — 14,897 Merger-related expenses and deal costs 101,306 75 3,642 — 105,023 Other 453 49 13,446 — 13,948 Total expenses 77,660 222,682 1,905,013 — 2,205,355 Income (loss) from continuing operations before income (loss) from unconsolidated entities, income taxes, real estate dispositions and noncontrolling interest 295,505 (73,372 ) 378,241 (360,605 ) 239,769 Income (loss) from unconsolidated entities — 291 (1,488 ) — (1,197 ) Income tax benefit 27,736 — — — 27,736 Income (loss) from continuing operations 323,241 (73,081 ) 376,753 (360,605 ) 266,308 Discontinued operations (44,546 ) 34,748 23,232 — 13,434 Gain on real estate dispositions 14,420 — — — 14,420 Net income (loss) 293,115 (38,333 ) 399,985 (360,605 ) 294,162 Net income attributable to noncontrolling interest — — 1,047 — 1,047 Net income (loss) attributable to common stockholders $ 293,115 $ (38,333 ) $ 398,938 $ (360,605 ) $ 293,115 (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, 2014 Ventas, Inc. Ventas Realty (1) Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Revenues: Rental income $ 1,873 $ 133,346 $ 711,770 $ — $ 846,989 Resident fees and services — — 1,141,781 — 1,141,781 Medical office building and other services revenue — — 18,240 — 18,240 Income from loans and investments 2,285 — 34,617 — 36,902 Equity earnings in affiliates 383,245 — 187 (383,432 ) — Interest and other income 294 21 496 — 811 Total revenues 387,697 133,367 1,907,091 (383,432 ) 2,044,723 Expenses: Interest (11,071 ) 133,215 91,973 — 214,117 Depreciation and amortization 4,387 11,839 490,941 — 507,167 Property-level operating expenses — 388 882,626 — 883,014 Medical office building services costs — — 9,565 — 9,565 General, administrative and professional fees 3,022 15,975 74,635 — 93,632 (Gain) loss on extinguishment of debt, net (3 ) 3 5,079 — 5,079 Merger-related expenses and deal costs 21,035 2,110 12,799 — 35,944 Other 7,055 — 11,015 — 18,070 Total expenses 24,425 163,530 1,578,633 — 1,766,588 Income (loss) from continuing operations before income (loss) from unconsolidated entities, income taxes, real estate dispositions and noncontrolling interest 363,272 (30,163 ) 328,458 (383,432 ) 278,135 Income (loss) from unconsolidated entities — 1,156 (607 ) — 549 Income tax expense (4,820 ) — — — (4,820 ) Income (loss) from continuing operations 358,452 (29,007 ) 327,851 (383,432 ) 273,864 Discontinued operations (6,389 ) 47,694 37,721 — 79,026 Gain on real estate dispositions 16,514 — — — 16,514 Net income 368,577 18,687 365,572 (383,432 ) 369,404 Net income attributable to noncontrolling interest — — 827 — 827 Net income attributable to common stockholders $ 368,577 $ 18,687 $ 364,745 $ (383,432 ) $ 368,577 (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, 2015 Ventas, Inc. Ventas Realty (1) Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Net income (loss) $ 22,852 $ (24,305 ) $ 124,200 $ (99,630 ) $ 23,117 Other comprehensive loss: Foreign currency translation — — (11,239 ) — (11,239 ) Other — — 467 — 467 Total other comprehensive loss — — (10,772 ) — (10,772 ) Comprehensive income (loss) 22,852 (24,305 ) 113,428 (99,630 ) 12,345 Comprehensive income attributable to noncontrolling interest — — 265 — 265 Comprehensive income (loss) attributable to common stockholders $ 22,852 $ (24,305 ) $ 113,163 $ (99,630 ) $ 12,080 (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, 2014 Ventas, Inc. Ventas Realty (1) Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Net income $ 109,132 $ 2,230 $ 123,052 $ (124,760 ) $ 109,654 Other comprehensive loss: Foreign currency translation — — (12,885 ) — (12,885 ) Change in unrealized gain on marketable securities (334 ) — — — (334 ) Other — — 3,120 — 3,120 Total other comprehensive loss (334 ) — (9,765 ) — (10,099 ) Comprehensive income 108,798 2,230 113,287 (124,760 ) 99,555 Comprehensive income attributable to noncontrolling interest — — 522 — 522 Comprehensive income attributable to common stockholders $ 108,798 $ 2,230 $ 112,765 $ (124,760 ) $ 99,033 (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, 2015 Ventas, Inc. Ventas Realty (1) Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Net income (loss) $ 293,115 $ (38,333 ) $ 399,985 $ (360,605 ) $ 294,162 Other comprehensive loss: Foreign currency translation — — (7,718 ) — (7,718 ) Change in unrealized gain on marketable securities (5,046 ) — — — (5,046 ) Other — — (949 ) — (949 ) Total other comprehensive loss (5,046 ) — (8,667 ) — (13,713 ) Comprehensive income (loss) 288,069 (38,333 ) 391,318 (360,605 ) 280,449 Comprehensive income attributable to noncontrolling interest — — 1,047 — 1,047 Comprehensive income (loss) attributable to common stockholders $ 288,069 $ (38,333 ) $ 390,271 $ (360,605 ) $ 279,402 (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, 2014 Ventas, Inc. Ventas Realty (1) Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Net income $ 368,577 $ 18,687 $ 365,572 $ (383,432 ) $ 369,404 Other comprehensive income (loss): Foreign currency translation — — (7,906 ) — (7,906 ) Change in unrealized gain on marketable securities 1,237 — — — 1,237 Other — — 3,166 — 3,166 Total other comprehensive income (loss) 1,237 — (4,740 ) — (3,503 ) Comprehensive income 369,814 18,687 360,832 (383,432 ) 365,901 Comprehensive income attributable to noncontrolling interest — — 827 — 827 Comprehensive income attributable to common stockholders $ 369,814 $ 18,687 $ 360,005 $ (383,432 ) $ 365,074 (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, 2015 Ventas, Inc. Ventas Realty (1) Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Net cash (used in) provided by operating activities $ (65,973 ) $ 2,984 $ 1,085,034 $ — $ 1,022,045 Net cash used in investing activities (2,096,837 ) (15,731 ) (141,997 ) — (2,254,565 ) Cash flows from financing activities: Net change in borrowings under revolving credit facility — (658,000 ) (132,406 ) — (790,406 ) Net cash impact of CCP Spin-Off 1,273,000 — (1,401,749 ) — (128,749 ) Proceeds from debt — 2,292,568 218,493 — 2,511,061 Proceeds from debt related to CCP Spin-Off — — 1,400,000 — 1,400,000 Repayment of debt — (705,000 ) (624,070 ) — (1,329,070 ) Net change in intercompany debt 1,451,362 (946,310 ) (505,052 ) — — Purchase of noncontrolling interest — — (3,819 ) — (3,819 ) Payment of deferred financing costs — (21,932 ) (1,961 ) — (23,893 ) Issuance of common stock, net 417,818 — — — 417,818 Cash distribution (to) from affiliates (228,908 ) 51,421 177,487 — — Cash distribution to common stockholders (759,575 ) — — — (759,575 ) Cash distribution to redeemable OP unitholders — — (12,776 ) — (12,776 ) Purchases of redeemable OP units — — (33,188 ) — (33,188 ) Distributions to noncontrolling interest — — (11,250 ) — (11,250 ) Other 6,489 — — — 6,489 Net cash provided by (used in) financing activities 2,160,186 12,747 (930,291 ) — 1,242,642 Net (decrease) increase in cash and cash equivalents (2,624 ) — 12,746 — 10,122 Effect of foreign currency translation on cash and cash equivalents (8,324 ) — 8,085 — (239 ) Cash and cash equivalents at beginning of period 24,857 — 30,491 — 55,348 Cash and cash equivalents at end of period $ 13,909 $ — $ 51,322 $ — $ 65,231 (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, 2014 Ventas, Inc. Ventas Realty (1) Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Net cash (used in) provided by operating activities $ (23,288 ) $ 67,829 $ 875,431 $ — $ 919,972 Net cash used in investing activities (1,073,979 ) (4,080 ) (158,111 ) — (1,236,170 ) Cash flows from financing activities: Net change in borrowings under revolving credit facility — (149,000 ) (4,684 ) — (153,684 ) Proceeds from debt — 696,661 1,311,046 — 2,007,707 Repayment of debt — — (905,117 ) — (905,117 ) Net change in intercompany debt 959,820 (351,059 ) (608,761 ) — — Payment of deferred financing costs — (6,561 ) (8,385 ) — (14,946 ) Cash distribution from (to) affiliates 775,066 (253,795 ) (521,271 ) — — Cash distribution to common stockholders (640,414 ) — — — (640,414 ) Cash distribution to redeemable OP unitholders (4,214 ) — — — (4,214 ) Distributions to noncontrolling interest — — (6,760 ) — (6,760 ) Other 2,569 5 (3,125 ) — (551 ) Net cash provided by (used in) financing activities 1,092,827 (63,749 ) (747,057 ) — 282,021 Net decrease in cash and cash equivalents (4,440 ) — (29,737 ) — (34,177 ) Effect of foreign currency translation on cash and cash equivalents (4,586 ) — 8,542 — 3,956 Cash and cash equivalents at beginning of period 28,169 — 66,647 — 94,816 Cash and cash equivalents at end of period $ 19,143 $ — $ 45,452 $ — $ 64,595 (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. |