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. 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 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 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 March 31, 2016 and December 31, 2015 and for the three months ended March 31, 2016 and 2015 : CONDENSED CONSOLIDATING BALANCE SHEET As of March 31, 2016 Ventas, Inc. Ventas Realty (1) Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Assets Net real estate investments $ 2,101 $ 185,178 $ 20,421,920 $ — $ 20,609,199 Cash and cash equivalents 7,307 — 44,394 — 51,701 Escrow deposits and restricted cash 7,154 1,336 68,220 — 76,710 Investment in and advances to affiliates 13,001,108 3,545,183 — (16,546,291 ) — Goodwill — — 1,044,983 — 1,044,983 Assets held for sale — 2,393 51,870 — 54,263 Other assets 16,456 3,313 404,667 — 424,436 Total assets $ 13,034,126 $ 3,737,403 $ 22,036,054 $ (16,546,291 ) $ 22,261,292 Liabilities and equity Liabilities: Senior notes payable and other debt $ — $ 8,364,652 $ 2,883,078 $ — $ 11,247,730 Intercompany loans 7,375,971 (6,530,481 ) (845,490 ) — — Accrued interest — 53,064 13,924 — 66,988 Accounts payable and other liabilities 78,125 43,372 616,830 — 738,327 Liabilities held for sale — — 12,625 — 12,625 Deferred income taxes 333,354 — — — 333,354 Total liabilities 7,787,450 1,930,607 2,680,967 — 12,399,024 Redeemable OP unitholder and noncontrolling interests — — 191,739 — 191,739 Total equity 5,246,676 1,806,796 19,163,348 (16,546,291 ) 9,670,529 Total liabilities and equity $ 13,034,126 $ 3,737,403 $ 22,036,054 $ (16,546,291 ) $ 22,261,292 (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, 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 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 STATEMENT OF INCOME For the Three Months Ended March 31, 2016 Ventas, Inc. Ventas Realty (1) Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Revenues: Rental income $ 916 $ 48,725 $ 308,982 $ — $ 358,623 Resident fees and services — — 463,976 — 463,976 Medical office building and other services revenue 602 — 6,583 — 7,185 Income from loans and investments — — 22,386 — 22,386 Equity earnings in affiliates 108,762 — (342 ) (108,420 ) — Interest and other income 29 — 90 — 119 Total revenues 110,309 48,725 801,675 (108,420 ) 852,289 Expenses: Interest (10,795 ) 68,579 45,489 — 103,273 Depreciation and amortization 4,932 9,914 221,541 — 236,387 Property-level operating expenses — 79 356,143 — 356,222 Medical office building services costs — — 3,451 — 3,451 General, administrative and professional fees (15 ) 4,504 27,237 — 31,726 Loss on extinguishment of debt, net — — 314 — 314 Merger-related expenses and deal costs 1,372 — 260 — 1,632 Other (49 ) — 4,217 — 4,168 Total expenses (4,555 ) 83,076 658,652 — 737,173 Income (loss) from continuing operations before unconsolidated entities, income taxes, real estate dispositions and noncontrolling interest 114,864 (34,351 ) 143,023 (108,420 ) 115,116 Income (loss) from unconsolidated entities — 103 (301 ) — (198 ) Income tax benefit 8,421 — — — 8,421 Income (loss) from continuing operations 123,285 (34,248 ) 142,722 (108,420 ) 123,339 Discontinued operations (489 ) — — — (489 ) Gain on real estate dispositions 26,184 — — — 26,184 Net income (loss) 148,980 (34,248 ) 142,722 (108,420 ) 149,034 Net income attributable to noncontrolling interest — — 54 — 54 Net income (loss) attributable to common stockholders $ 148,980 $ (34,248 ) $ 142,668 $ (108,420 ) $ 148,980 (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, 2015 Ventas, Inc. Ventas Realty (1) Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Revenues: Rental income $ 916 $ 49,788 $ 274,913 $ — $ 325,617 Resident fees and services — — 446,914 — 446,914 Medical office building and other services revenue — — 10,543 — 10,543 Income from loans and investments 1,436 51 20,566 — 22,053 Equity earnings in affiliates 129,995 — (78 ) (129,917 ) — Interest and other income 356 5 110 — 471 Total revenues 132,703 49,844 752,968 (129,917 ) 805,598 Expenses: Interest (7,829 ) 60,623 29,534 — 82,328 Depreciation and amortization 1,342 4,434 210,443 — 216,219 Property-level operating expenses — 131 340,668 — 340,799 Medical office building services costs — — 6,918 — 6,918 General, administrative and professional fees (2,741 ) 6,361 30,706 — 34,326 Loss on extinguishment of debt, net — — 21 — 21 Merger-related expenses and deal costs 29,793 — 820 — 30,613 Other 647 4 4,223 — 4,874 Total expenses 21,212 71,553 623,333 — 716,098 Income (loss) from continuing operations before unconsolidated entities, income taxes, real estate dispositions and noncontrolling interest 111,491 (21,709 ) 129,635 (129,917 ) 89,500 Income (loss) from unconsolidated entities — 401 (652 ) — (251 ) Income tax benefit 7,250 — — — 7,250 Income (loss) from continuing operations 118,741 (21,308 ) 128,983 (129,917 ) 96,499 Discontinued operations (4,985 ) 13,520 9,039 — 17,574 Gain on real estate dispositions 6,686 — — — 6,686 Net income (loss) 120,442 (7,788 ) 138,022 (129,917 ) 120,759 Net income attributable to noncontrolling interest — — 317 — 317 Net income attributable to common stockholders $ 120,442 $ (7,788 ) $ 137,705 $ (129,917 ) $ 120,442 (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, 2016 Ventas, Inc. Ventas Realty (1) Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Net income (loss) $ 148,980 $ (34,248 ) $ 142,722 $ (108,420 ) 149,034 Other comprehensive loss: Foreign currency translation — — (10,668 ) — (10,668 ) Change in unrealized gain on marketable securities 181 — — — 181 Other — — (1,880 ) — (1,880 ) Total other comprehensive income (loss) 181 — (12,548 ) — (12,367 ) Comprehensive income (loss) 149,161 (34,248 ) 130,174 (108,420 ) 136,667 Comprehensive income attributable to noncontrolling interest — — 54 — 54 Comprehensive income (loss) attributable to common stockholders $ 149,161 $ (34,248 ) $ 130,120 $ (108,420 ) $ 136,613 (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, 2015 Ventas, Inc. Ventas Realty (1) Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Net income (loss) $ 120,442 $ (7,788 ) $ 138,022 $ (129,917 ) $ 120,759 Other comprehensive income (loss): Foreign currency translation — — (10,872 ) — (10,872 ) Change in unrealized gain on marketable securities 1,349 — — — 1,349 Other — — 759 — 759 Total other comprehensive income (loss) 1,349 — (10,113 ) — (8,764 ) Comprehensive income (loss) 121,791 (7,788 ) 127,909 (129,917 ) 111,995 Comprehensive income attributable to noncontrolling interest — — 317 — 317 Comprehensive income (loss) attributable to common stockholders $ 121,791 $ (7,788 ) $ 127,592 $ (129,917 ) $ 111,678 (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, 2016 Ventas, Inc. Ventas Realty (1) Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Net cash provided by (used in) operating activities $ 22,155 $ (34,344 ) $ 285,080 $ — $ 272,891 Cash flows from investing activities: Net investment in real estate property (13,620 ) — — — (13,620 ) Proceeds from loans receivable — — 1,625 — 1,625 Investment in loans receivable and other — — (146,214 ) — (146,214 ) Proceeds from real estate disposals 11,091 — 43,120 — 54,211 Capital expenditures — — (23,721 ) — (23,721 ) Development project expenditures — — (34,767 ) — (34,767 ) Other — — (4,265 ) — (4,265 ) Net cash used in investing activities (2,529 ) — (164,222 ) — (166,751 ) Cash flows from financing activities: Net change in borrowings under revolving credit facility — (10,000 ) 147,440 — 137,440 Proceeds from debt — — 145 — 145 Repayment of debt — — (151,309 ) — (151,309 ) Net change in intercompany debt 81,812 41,031 (122,843 ) — — Payment of deferred financing costs — — (76 ) — (76 ) Issuance of common stock, net 149,631 — — — 149,631 Cash distribution (to) from affiliates (7,440 ) 3,313 4,127 — — Cash distribution to common stockholders (245,496 ) — — — (245,496 ) Cash distribution to redeemable OP unitholders — — (2,323 ) — (2,323 ) Distributions to noncontrolling interest — — (1,743 ) — (1,743 ) Other 6,151 — — — 6,151 Net cash (used in) provided by financing activities (15,342 ) 34,344 (126,582 ) — (107,580 ) Net increase (decrease) in cash and cash equivalents 4,284 — (5,724 ) — (1,440 ) Effect of foreign currency translation on cash and cash equivalents (8,710 ) — 8,828 — 118 Cash and cash equivalents at beginning of period 11,733 — 41,290 — 53,023 Cash and cash equivalents at end of period $ 7,307 $ — $ 44,394 $ — $ 51,701 (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, 2015 Ventas, Inc. Ventas Realty (1) Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Net cash (used in) provided by operating activities $ (43,636 ) $ 57,112 $ 330,693 $ — $ 344,169 Cash flows from investing activities: Net investment in real estate property (1,072,539 ) — — — (1,072,539 ) Proceeds from loans receivable — — 92,056 — 92,056 Investment in loans receivable and other — — (39,573 ) — (39,573 ) Funds held in escrow for future development expenditures — — 4,003 — 4,003 Proceeds from real estate disposals 166,341 — — — 166,341 Capital expenditures — (6,274 ) (14,897 ) — (21,171 ) Development capital expenditures — — (33,467 ) — (33,467 ) Other — — (4,180 ) — (4,180 ) Net cash (used in) provided by investing activities (906,198 ) (6,274 ) 3,942 — (908,530 ) Cash flows from financing activities: Net change in borrowings under revolving credit facility — (319,000 ) (133,897 ) — (452,897 ) Proceeds from debt — 896,478 196,355 — 1,092,833 Repayment of debt — — (24,647 ) — (24,647 ) Net change in intercompany debt 1,249,176 (608,551 ) (640,625 ) — — Purchase of noncontrolling interest — — (2,660 ) — (2,660 ) Payment of deferred financing costs — (12,507 ) (1,928 ) — (14,435 ) Issuance of common stock, net 285,327 — — — 285,327 Cash distribution (to) from affiliates (272,344 ) (7,258 ) 279,602 — — Cash distribution to common stockholders (254,910 ) — — — (254,910 ) Cash distribution to redeemable OP unitholders — — (2,365 ) — (2,365 ) Purchases of redeemable OP units — — (569 ) — (569 ) Distributions to noncontrolling interest — — (1,822 ) — (1,822 ) Other 5,690 — — — 5,690 Net cash provided by (used in) financing activities 1,012,939 (50,838 ) (332,556 ) — 629,545 Net increase in cash and cash equivalents 63,105 — 2,079 — 65,184 Effect of foreign currency translation on cash and cash equivalents (10,160 ) — 9,853 — (307 ) Cash and cash equivalents at beginning of period 24,857 — 30,491 — 55,348 Cash and cash equivalents at end of period $ 77,802 $ — $ 42,423 $ — $ 120,225 (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. |