NOTE 17 — CONDENSED CONSOLIDATING INFORMATION

At the time of initial issuance, we and certain of our direct and indirect wholly owned subsidiaries (the “Wholly Owned Subsidiary Guarantors”) fully and unconditionally guaranteed, on a joint and several basis, the obligation to pay principal and interest with respect to the 9% senior notes due 2012, the 6¹/2% senior notes due 2016 and the 6³/4% senior notes due 2017 of our wholly owned subsidiaries, Ventas Realty, Limited Partnership (“Ventas Realty”) and Ventas Capital Corporation (collectively, the “Ventas Issuers”). Ventas Capital Corporation is a direct subsidiary of Ventas Realty that was formed in 2002 to facilitate offerings of the senior notes and has no assets or operations. In addition, at the time of initial issuance, Ventas Realty and the Wholly Owned Subsidiary Guarantors fully and unconditionally guaranteed, on a joint and several basis, the obligation to pay principal and interest with respect to our 3⁷/₈% convertible senior notes due 2011. Other subsidiaries (“Non-Guarantor Subsidiaries”) that were not included among the Wholly Owned Subsidiary Guarantors were not obligated with respect to the senior notes or the convertible notes. On September 30, 2010, the Wholly Owned Subsidiary Guarantors were released from their obligations with respect to the 6¹/2% senior notes due 2016 and the 6³/4% senior notes due 2017 of the Ventas Issuers and our convertible notes pursuant to the terms of the applicable indentures.

In connection with the NHP acquisition, our wholly owned subsidiary, Nationwide Health Properties, LLC, assumed the obligation to pay principal and interest with respect to the 8¹/4% senior notes due 2012, the 6.25% senior notes due 2013, the 6.00% senior notes due 2015, the 6.90% senior notes due 2037 and the 6.59% senior notes due 2038 of NHP. We, the Ventas Issuers and our subsidiaries (other than Nationwide Health Properties, LLC) are not obligated with respect to the NHP senior notes.

Contractual and legal restrictions, including those contained in the instruments governing our subsidiaries’ outstanding mortgage indebtedness, may under certain circumstances restrict our ability to obtain cash from our subsidiaries for the purpose of meeting our debt service obligations, including our guarantee of payment of principal and interest on the Ventas Issuers’ senior notes and our primary obligation to pay principal and interest on our convertible notes. Certain of our real estate assets are also subject to mortgages.

The following summarizes our condensed consolidating information as of September 30, 2011 and December 31, 2010 and for the three and nine months ended September 30, 2011 and 2010:

CONDENSED CONSOLIDATING BALANCE SHEET
As of September 30, 2011


				Wholly
				Owned					Non-
				Subsidiary		Ventas			Guarantor		Consolidated
	Ventas, Inc.			Guarantors		Issuers			Subsidiaries		Elimination			Consolidated
	(In thousands)
Assets
Net real estate investments	$	464		$	3,388,426	$	566,852		$	12,461,886	$	—		$	16,417,628
Cash and cash equivalents		2,252			24,898		—			30,332		—			57,482
Escrow deposits and restricted cash		1,961			25,901		7,131			49,790		—			84,783
Deferred financing costs, net		2,914			725		2,298			6,487		—			12,424
Investment in and advances to affiliates		8,441,898			—		1,728,685			—		(10,170,583	)		—
Other assets		67,190			196,204		8,134			361,925		—			633,453


Total assets	$	8,516,679		$	3,636,154	$	2,313,100		$	12,910,420	$	(10,170,583	)	$	17,205,770


Liabilities and equity
Liabilities:
Senior notes payable and other debt	$	229,363		$	235,185	$	2,240,589		$	3,608,004	$	—		$	6,313,141
Intercompany loans		(211,796	)		843,546		(670,085	)		38,335		—			—
Accrued interest		(218	)		744		40,093			25,366		—			65,985
Accounts payable and other liabilities		95,091			174,086		17,867			841,662		—			1,128,706
Deferred income taxes		274,852			—		—			—		—			274,852

Total liabilities		387,292			1,253,561		1,628,464			4,513,367		—			7,782,684
Redeemable OP unitholder interests		—			—		—			92,817		—			92,817
Total equity		8,129,387			2,382,593		684,636			8,304,236		(10,170,583	)		9,330,269


Total liabilities and equity	$	8,516,679		$	3,636,154	$	2,313,100		$	12,910,420	$	(10,170,583	)	$	17,205,770

CONDENSED CONSOLIDATING BALANCE SHEET
As of December 31, 2010


				Wholly
				Owned					Non-
				Subsidiary		Ventas			Guarantor			Consolidated
	Ventas, Inc.			Guarantors		Issuers			Subsidiaries			Elimination			Consolidated
	(In thousands)
Assets
Net real estate investments	$	937		$	3,244,243	$	688,158		$	1,510,776		$	—		$	5,444,114
Cash and cash equivalents		1,083			15,659		—			5,070			—			21,812
Escrow deposits and restricted cash		76			19,786		9,169			9,909			—			38,940
Deferred financing costs, net		2,691			1,961		7,961			6,920			—			19,533
Investment in and advances to affiliates		1,414,170			—		1,028,721			—			(2,442,891	)		—
Other assets		75,794			119,773		8,057			29,998			—			233,622


Total assets	$	1,494,751		$	3,401,422	$	1,742,066		$	1,562,673		$	(2,442,891	)	$	5,758,021


Liabilities and equity
Liabilities:
Senior notes payable and other debt	$	225,644		$	539,564	$	1,301,089		$	833,747		$	—		$	2,900,044
Intercompany loans		(144,897	)		586,605		(434,454	)		(7,254	)		—			—
Accrued interest		(113	)		2,704		12,852			3,853			—			19,296
Accounts payable and other liabilities		41,355			103,444		15,712			46,632			—			207,143
Deferred income taxes		241,333			—		—			—			—			241,333

Total liabilities		363,322			1,232,317		895,199			876,978			—			3,367,816
Total equity		1,131,429			2,169,105		846,867			685,695			(2,442,891	)		2,390,205


Total liabilities and equity	$	1,494,751		$	3,401,422	$	1,742,066		$	1,562,673		$	(2,442,891	)	$	5,758,021

CONDENSED CONSOLIDATING STATEMENT OF INCOME
For the Three Months Ended September 30, 2011


				Wholly
				Owned				Non-
				Subsidiary		Ventas		Guarantor			Consolidated
	Ventas, Inc.			Guarantors		Issuers		Subsidiaries			Elimination			Consolidated
	(In thousands)
Revenues:
Rental income	$	623		$	55,453	$	71,611	$	142,190		$	—		$	269,877
Resident fees and services		—			100,885		—		175,479			—			276,364
Medical office building and other services revenues		—			8,162		—		1,109			—			9,271
Income from loans and investments		1,124			428		103		8,417			—			10,072
Equity earnings in affiliates		52,119			258		—		—			(52,377	)		—
Interest and other income		6			7		10		350			—			373

Total revenues		53,872			165,193		71,724		327,545			(52,377	)		565,957

Expenses:
Interest		392			14,241		21,952		37,171			—			73,756
Depreciation and amortization		440			34,908		8,795		116,884			—			161,027
Property-level operating expenses		—			78,415		115		130,631			—			209,161
Medical office building services costs		—			6,347		—		—			—			6,347
General, administrative and professional fees		1,194			9,074		6,427		3,929			—			20,624
Loss on extinguishment of debt		—			—		8,685		—			—			8,685
Litigation proceeds, net		(85,327	)		—		—		—			—			(85,327	)
Merger-related expenses and deal costs		47,309			674		—		21,367			—			69,350
Other		883			1,863		—		11,690			—			14,436

Total expenses		(35,109	)		145,522		45,974		321,672			—			478,059


Income from continuing operations before gain from unconsolidated entities, income taxes and noncontrolling interest		88,981			19,671		25,750		5,873			(52,377	)		87,898
Gain from unconsolidated entities		—			—		61		121			—			182
Income tax benefit		13,904			—		—		—			—			13,904

Net income		102,885			19,671		25,811		5,994			(52,377	)		101,984
Net loss attributable to noncontrolling interest, net of tax		—			—		—		(901	)		—			(901	)

Net income attributable to common stockholders	$	102,885		$	19,671	$	25,811	$	6,895		$	(52,377	)	$	102,885

CONDENSED CONSOLIDATING STATEMENT OF INCOME
For the Three Months Ended September 30, 2010


				Wholly
				Owned						Non-
				Subsidiary			Ventas			Guarantor			Consolidated
	Ventas, Inc.			Guarantors			Issuers			Subsidiaries			Elimination			Consolidated
	(In thousands)
Revenues:
Rental income	$	607		$	52,463		$	70,534		$	17,119		$	—		$	140,723
Resident fees and services		—			65,252			—			47,930			—			113,182
Medical office building and other services revenues		—			6,711			—			—			—			6,711
Income from loans and investments		1,406			755			1,853			—			—			4,014
Equity earnings in affiliates		61,077			439			—			—			(61,516	)		—
Interest and other income		18			4			21			(8	)		—			35

Total revenues		63,108			125,624			72,408			65,041			(61,516	)		264,665

Expenses:
Interest		820			18,386			13,261			13,052			—			45,519
Depreciation and amortization		412			28,889			9,296			13,507			—			52,104
Property-level operating expenses		—			46,908			134			34,965			—			82,007
Medical office building services costs		—			4,633			—			—			—			4,633
General, administrative and professional fees		203			8,311			5,575			1,189			—			15,278
Merger-related expenses and deal costs		3,573			1,569			—			—			—			5,142
Other		(477	)		60			—			(2	)		—			(419	)

Total expenses		4,531			108,756			28,266			62,711			—			204,264


Income before loss from unconsolidated entities, income taxes, discontinued operations and noncontrolling interest		58,577			16,868			44,142			2,330			(61,516	)		60,401
Loss from unconsolidated entities		—			—			(392	)		—			—			(392	)
Income tax expense		(679	)		(978	)		—			—			—			(1,657	)

Income from continuing operations		57,898			15,890			43,750			2,330			(61,516	)		58,352
Discontinued operations		—			422			120			—			—			542

Net income		57,898			16,312			43,870			2,330			(61,516	)		58,894
Net income attributable to noncontrolling interest, net of tax		—			352			—			644			—			996

Net income attributable to common stockholders	$	57,898		$	15,960		$	43,870		$	1,686		$	(61,516	)	$	57,898

CONDENSED CONSOLIDATING STATEMENT OF INCOME
For the Nine Months Ended September 30, 2011


				Wholly
				Owned					Non-
				Subsidiary		Ventas			Guarantor			Consolidated
	Ventas, Inc.			Guarantors		Issuers			Subsidiaries			Elimination			Consolidated
	(In thousands)
Revenues:
Rental income	$	1,848		$	165,454	$	212,653		$	176,648		$	—		$	556,603
Resident fees and services		—			252,803		—			340,545			—			593,348
Medical office building and other services revenues		—			24,941		—			1,109			—			26,050
Income from loans and investments		5,070			2,495		8,566			8,417			—			24,548
Equity earnings in affiliates		160,275			1,102		—			—			(161,377	)		—
Interest and other income		96			19		52			362			—			529

Total revenues		167,289			446,814		221,271			527,081			(161,377	)		1,201,078

Expenses:
Interest		(474	)		45,409		53,457			71,654			—			170,046
Depreciation and amortization		1,273			95,651		26,706			169,911			—			293,541
Property-level operating expenses		—			192,137		414			248,414			—			440,965
Medical office building services costs		—			19,837		—			—			—			19,837
General, administrative and professional fees		(5,840	)		28,101		21,625			7,124			—			51,010
Loss on extinguishment of debt		—			16,526		8,685			—			—			25,211
Litigation proceeds, net		(85,327	)		—		—			—			—			(85,327	)
Merger-related expenses and deal costs		108,509			1,730		—			21,367			—			131,606
Other		913			2,950		—			2,801			—			6,664

Total expenses		19,054			402,341		110,887			521,271			—			1,053,553


Income from continuing operations before (loss) income from unconsolidated entities, income taxes and noncontrolling interest		148,235			44,473		110,384			5,810			(161,377	)		147,525
(Loss) income from unconsolidated entities		—			—		(192	)		121			—			(71	)
Income tax benefit		23,310			—		—			—			—			23,310

Net income		171,545			44,473		110,192			5,931			(161,377	)		170,764
Net income attributable to noncontrolling interest, net of tax		—			—		—			(781	)		—			(781	)

Net income attributable to common stockholders	$	171,545		$	44,473	$	110,192		$	6,712		$	(161,377	)	$	171,545

CONDENSED CONSOLIDATING STATEMENT OF INCOME
For the Nine Months Ended September 30, 2010


				Wholly
				Owned						Non-
				Subsidiary			Ventas			Guarantor		Consolidated
	Ventas, Inc.			Guarantors			Issuers			Subsidiaries		Elimination			Consolidated
	(In thousands)
Revenues:
Rental income	$	1,802		$	141,317		$	209,879		$	45,873	$	—		$	398,871
Resident fees and services		—			190,801			—			140,734		—			331,535
Medical office building and other services revenues		—			6,711			—			—		—			6,711
Income from loans and investments		4,247			1,635			5,454			—		—			11,336
Equity earnings in affiliates		176,659			1,307			—			—		(177,966	)		—
Interest and other income		310			40			63			7		—			420

Total revenues		183,018			341,811			215,396			186,614		(177,966	)		748,873

Expenses:
Interest		1,096			56,371			39,658			36,324		—			133,449
Depreciation and amortization		1,219			84,084			28,429			40,726		—			154,458
Property-level operating expenses		—			132,036			398			103,635		—			236,069
Medical office building services costs		—			4,633			—			—		—			4,633
General, administrative and professional fees		323			16,870			15,414			3,212		—			35,819
Loss on extinguishment of debt		—			102			6,447			—		—			6,549
Merger-related expenses and deal costs		10,041			1,617			—			10		—			11,668
Other		(435	)		31			—			—		—			(404	)

Total expenses		12,244			295,744			90,346			183,907		—			582,241


Income before loss from unconsolidated entities, income taxes, discontinued operations and noncontrolling interest		170,774			46,067			125,050			2,707		(177,966	)		166,632
Loss from unconsolidated entities		—			—			(392	)		—		—			(392	)
Income tax expense		(2,190	)		(162	)		—			—		—			(2,352	)

Income from continuing operations		168,584			45,905			124,658			2,707		(177,966	)		163,888
Discontinued operations		—			1,132			6,007			—		—			7,139

Net income		168,584			47,037			130,665			2,707		(177,966	)		171,027
Net income attributable to noncontrolling interest, net of tax		—			1,134			—			1,309		—			2,443

Net income attributable to common stockholders	$	168,584		$	45,903		$	130,665		$	1,398	$	(177,966	)	$	168,584

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Nine Months Ended September 30, 2011


				Wholly
				Owned						Non-
				Subsidiary			Ventas			Guarantor			Consolidated
	Ventas, Inc.			Guarantors			Issuers			Subsidiaries			Elimination		Consolidated
	(In thousands)

Net cash (used in) provided by operating activities	$	(3,510	)	$	107,282		$	180,935		$	159,194		$	—	$	443,901

Net cash (used in) provided by investing activities		(431,727	)		89,296			(500,879	)		386			—		(842,924	)

Cash flows from financing activities:
Net change in borrowings under revolving credit facilities		—			—			434,000			—			—		434,000
Proceeds from debt		—			—			689,374			268,379			—		957,753
Repayment of debt		—			(328,691	)		(206,500	)		(359,852	)		—		(895,043	)
Net change in intercompany debt		981,494			84,585			(1,208,212	)		142,133			—		—
Payment of deferred financing costs		—			—			(1,519	)		(379	)		—		(1,898	)
Issuance of common stock, net		299,926			—			—			—			—		299,926
Cash distribution (to) from affiliates		(491,099	)		56,767			612,898			(178,566	)		—		—
Cash distribution to common stockholders		(354,932	)		—			—			—			—		(354,932	)
Cash distribution to redeemable OP unitholders		—			—			—			(4,038	)		—		(4,038	)
Contributions from noncontrolling interest		—			—			—			2			—		2
Distributions to noncontrolling interest		—			—			—			(1,997	)		—		(1,997	)
Other		1,017			—			—			—			—		1,017

Net cash provided by (used in) financing activities		436,406			(187,339	)		320,041			(134,318	)		—		434,790

Net increase in cash and cash equivalents		1,169			9,239			97			25,262			—		35,767
Effect of foreign currency translation on cash and cash equivalents		—			—			(97	)		—			—		(97	)
Cash and cash equivalents at beginning of period		1,083			15,659			—			5,070			—		21,812

Cash and cash equivalents at end of period	$	2,252		$	24,898		$	—		$	30,332		$	—	$	57,482

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Nine Months Ended September 30, 2010


				Wholly
				Owned						Non-
				Subsidiary			Ventas			Guarantor			Consolidated
	Ventas, Inc.			Guarantors			Issuers			Subsidiaries			Elimination		Consolidated
	(In thousands)

Net cash (used in) provided by operating activities	$	(864	)	$	118,174		$	179,105		$	49,704		$	—	$	346,119

Net cash used in investing activities		—			(57,096	)		(207,509	)		(3,871	)		—		(268,476	)

Cash flows from financing activities:
Net change in borrowings under revolving credit facilities		—			102,004			131,000			—			—		233,004
Proceeds from debt		—			—			200,000			1,237			—		201,237
Repayment of debt		—			(144,739	)		(178,139	)		(8,500	)		—		(331,378	)
Net change in intercompany debt		48,748			(59,452	)		10,704			—			—		—
Payment of deferred financing costs		—			(46	)		(1,826	)		—			—		(1,872	)
Cash distribution from (to) affiliates		199,706			50,104			(216,290	)		(33,520	)		—		—
Cash distribution to common stockholders		(251,921	)		—			—			—			—		(251,921	)
Contributions from noncontrolling interest		—			—			—			818			—		818
Distributions to noncontrolling interest		—			—			—			(6,633	)		—		(6,633	)
Other		5,426			—			—			—			—		5,426

Net cash provided by (used in) financing activities		1,959			(52,129	)		(54,551	)		(46,598	)		—		(151,319	)

Net increase (decrease) in cash and cash equivalents		1,095			8,949			(82,955	)		(765	)		—		(73,676	)
Effect of foreign currency translation on cash and cash equivalents		—			—			69			—			—		69
Cash and cash equivalents at beginning of period		—			7,864			82,886			16,647			—		107,397

Cash and cash equivalents at end of period	$	1,095		$	16,813		$	—		$	15,882		$	—	$	33,790