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 Ventas Issuers' 9% senior notes due 2012, 6¹/2% senior notes due 2016 and 6³/4% senior notes due 2017. Ventas Capital Corporation, one of the Ventas Issuers, was formed in 2002 to facilitate offerings of the senior notes, has no assets or operations, and is a direct subsidiary of Ventas Realty, Limited Partnership, the other Ventas Issuer. Our other subsidiaries (the "Non-Guarantor Subsidiaries") did not provide a guarantee and therefore were not obligated with respect to the Ventas Issuers' senior notes. In September 2010, the Wholly Owned Subsidiary Guarantors were released from their obligations with respect to the Ventas Issuers' 6¹/2% senior notes due 2016 and 6³/4% senior notes due 2017 pursuant to the terms of the applicable indentures.

In connection with the NHP acquisition, our wholly owned subsidiary, NHP 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 NHP LLC) are not obligated with respect to NHP LLC's 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. Certain of our real estate assets are also subject to mortgages.

The following summarizes our condensed consolidating information as of December 31, 2011 and 2010 and for the years ended December 31, 2011, 2010, and 2009:

	Ventas, Inc.			Wholly Owned Subsidiary Guarantors		Ventas Issuers			Non-Guarantor Subsidiaries		Consolidated Elimination			Consolidated

	(In thousands)
Assets
Net real estate investments	$	309		$	3,629,489	$	519,042		$	12,082,772	$	—		$	16,231,612
Cash and cash equivalents		2,335			7,820		—			35,652		—			45,807
Escrow deposits and restricted cash		1,971			27,523		7,513			39,583		—			76,590
Deferred financing costs, net		757			434		19,239			6,239		—			26,669
Investment in and advances to affiliates		8,612,892			—		1,728,635			—		(10,341,527	)		—
Other assets		54,415			183,801		47,063			605,953		—			891,232

Total assets	$	8,672,679		$	3,849,067	$	2,321,492		$	12,770,199	$	(10,341,527	)	$	17,271,910

Liabilities and equity
Liabilities:
Senior notes payable and other debt	$	—		$	502,215	$	2,593,176		$	3,333,725	$	—		$	6,429,116
Intercompany loans		(68,408	)		679,634		(655,914	)		44,688		—			—
Accrued interest		—			1,431		12,561			23,702		—			37,694
Accounts payable and other liabilities		86,101			184,331		18,162			797,003		—			1,085,597
Deferred income taxes		260,722			—		—			—		—			260,722

Total liabilities		278,415			1,367,611		1,967,985			4,199,118		—			7,813,129
Redeemable OP unitholder interests		—			—		—			102,837		—			102,837
Total equity		8,394,264			2,481,456		353,507			8,468,244		(10,341,527	)		9,355,944

Total liabilities and equity	$	8,672,679		$	3,849,067	$	2,321,492		$	12,770,199	$	(10,341,527	)	$	17,271,910

	Ventas, Inc.			Wholly Owned Subsidiary Guarantors		Ventas Issuers			Non-Guarantor Subsidiaries		Consolidated Elimination			Consolidated

	(In thousands)
Assets
Net real estate investments	$	937		$	3,228,731	$	688,158		$	1,526,288	$	—		$	5,444,114
Cash and cash equivalents		1,083			13,440		—			7,289		—			21,812
Escrow deposits and restricted cash		76			19,787		9,169			9,908		—			38,940
Deferred financing costs, net		2,691			1,961		7,961			6,920		—			19,533
Investment in and advances to affiliates		712,545			—		1,728,685			—		(2,441,230	)		—
Other assets		75,794			106,211		8,057			43,560		—			233,622

Total assets	$	793,126		$	3,370,130	$	2,442,030		$	1,593,965	$	(2,441,230	)	$	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	)		571,955		(434,454	)		7,396		—			—
Accrued interest		(113	)		2,704		12,852			3,853		—			19,296
Accounts payable and other liabilities		41,339			102,723		15,712			47,369		—			207,143
Deferred income taxes		241,333			—		—			—		—			241,333

Total liabilities		363,306			1,216,946		895,199			892,365		—			3,367,816
Total equity		429,820			2,153,184		1,546,831			701,600		(2,441,230	)		2,390,205

Total liabilities and equity	$	793,126		$	3,370,130	$	2,442,030		$	1,593,965	$	(2,441,230	)	$	5,758,021

CONDENSED CONSOLIDATING STATEMENT OF INCOME
For the Year Ended December 31, 2011

	Ventas, Inc.			Wholly Owned Subsidiary Guarantors		Ventas Issuers			Non-Guarantor Subsidiaries			Consolidated Elimination			Consolidated

	(In thousands)
Revenues:
Rental income	$	2,471		$	224,683	$	284,320		$	308,106		$	—		$	819,580
Resident fees and services		—			355,946		—			517,362			—			873,308
Medical office building and other services revenues		—			34,374		—			2,097			—			36,471
Income from loans and investments		6,305			2,755		8,570			16,785			—			34,415
Equity earnings in affiliates		231,297			1,447		—			—			(232,744	)		—
Interest and other income		208			9		57			943			—			1,217

Total revenues		240,281			619,214		292,947			845,293			(232,744	)		1,764,991
Expenses:
Interest		(1,897	)		59,642		74,157			104,905			—			236,807
Depreciation and amortization		1,715			129,588		35,441			289,846			—			456,590
Property-level operating expenses		—			271,605		510			379,446			—			651,561
Medical office building services costs		—			27,082		—			—			—			27,082
General, administrative and professional fees		(5,328	)		38,115		29,336			12,414			—			74,537
Loss on extinguishment of debt		2,071			16,764		8,769			—			—			27,604
Litigation proceeds, net		(202,259	)		—		—			—			—			(202,259	)
Merger-related expenses and deal costs		111,845			3,779		—			38,299			—			153,923
Other		778			5,010		—			2,865			—			8,653

Total expenses		(93,075	)		551,585		148,213			827,775			—			1,434,498

Income before loss from unconsolidated entities, income taxes, discontinued operations and noncontrolling interest		333,356			67,629		144,734			17,518			(232,744	)		330,493
Loss from unconsolidated entities		—			—		(52	)		—			—			(52	)
Income tax benefit		31,137			—		—			—			—			31,137

Income from continuing operations		364,493			67,629		144,682			17,518			(232,744	)		361,578
Discontinued operations		—			—		—			1,683			—			1,683
Net income		364,493			67,629		144,682			19,201			(232,744	)		363,261
Net loss attributable to noncontrolling interest		—			—		—			(1,232	)		—			(1,232	)

Net income attributable to common stockholders	$	364,493		$	67,629	$	144,682		$	20,433		$	(232,744	)	$	364,493

CONDENSED CONSOLIDATING STATEMENT OF INCOME
For the Year Ended December 31, 2010

	Ventas, Inc.			Wholly Owned Subsidiary Guarantors		Ventas Issuers			Non-Guarantor Subsidiaries			Consolidated Elimination			Consolidated

	(In thousands)
Revenues:
Rental income	$	2,409		$	196,676	$	272,366		$	60,005		$	—		$	531,456
Resident fees and services		—			257,659		—			188,642			—			446,301
Medical office building and other services revenues		—			14,570		—			(472	)		—			14,098
Income from loans and investments		5,666			2,957		7,789			—			—			16,412
Equity earnings in affiliates		258,442			1,914		—			—			(260,356	)		—
Interest and other income		332			60		83			9			—			484

Total revenues		266,849			473,836		280,238			248,184			(260,356	)		1,008,751
Expenses:
Interest		1,758			74,937		50,403			48,533			—			175,631
Depreciation and amortization		1,636			111,456		35,851			54,819			—			203,762
Property-level operating expenses		—			177,733		519			137,701			—			315,953
Medical office building services costs		—			9,517		—			1			—			9,518
General, administrative and professional fees		(2,549	)		25,306		21,618			5,455			—			49,830
Loss on extinguishment of debt		—			798		8,993			—			—			9,791
Merger-related expenses and deal costs		14,291			4,710		—			242			—			19,243
Other		219			52		—			1			—			272

Total expenses		15,355			404,509		117,384			246,752			—			784,000

Income before loss from unconsolidated entities, income taxes, discontinued operations and noncontrolling interest		251,494			69,327		162,854			1,432			(260,356	)		224,751
Loss from unconsolidated entities		—			—		(664	)		—			—			(664	)
Income tax expense		(5,201	)		—		—			—			—			(5,201	)

Income from continuing operations		246,293			69,327		162,190			1,432			(260,356	)		218,886
Discontinued operations		(126	)		216		29,207			1,546			—			30,843

Net income		246,167			69,543		191,397			2,978			(260,356	)		249,729
Net income attributable to noncontrolling interest, net of tax		—			—		—			3,562			—			3,562

Net income (loss) attributable to common stockholders	$	246,167		$	69,543	$	191,397		$	(584	)	$	(260,356	)	$	246,167

CONDENSED CONSOLIDATING STATEMENT OF INCOME
For the Year Ended December 31, 2009

	Ventas, Inc.			Wholly Owned Subsidiary Guarantors			Ventas Issuers			Non- Guarantor Subsidiaries			Consolidated Elimination			Consolidated

	(In thousands)
Revenues:
Rental income	$	2,351		$	147,737		$	276,008		$	62,362		$	—		$	488,458
Resident fees and services		—			161,380			—			259,678			—			421,058
Income from loans and investments		—			3			13,104			—			—			13,107
Equity earnings in affiliates		264,163			2,309			—			—			(266,472	)		—
Interest and other income		1			18			800			23			—			842

Total revenues		266,515			311,447			289,912			322,063			(266,472	)		923,465
Expenses:
Interest		4,318			21,975			88,988			58,529			—			173,810
Depreciation and amortization		651			89,156			40,398			67,093			—			197,298
Property-level operating expenses		—			118,625			456			183,732			—			302,813
General, administrative and professional fees		109			14,709			18,934			5,078			—			38,830
Loss on extinguishment of debt		—			—			6,012			68			—			6,080
Merger-related expenses and deal costs		—			11,682			1,333			—			—			13,015
Other		(3,339	)		39,140			(35,107	)		(644	)		—			50

Total expenses		1,739			295,287			121,014			313,856			—			731,896

Income before income taxes, discontinued operations and noncontrolling interest		264,776			16,160			168,898			8,207			(266,472	)		191,569
Income tax benefit		1,719			—			—			—			—			1,719

Income from continuing operations		266,495			16,160			168,898			8,207			(266,472	)		193,288
Discontinued operations		—			1,273			61,981			12,818			—			76,072

Net income		266,495			17,433			230,879			21,025			(266,472	)		269,360
Net (loss) income attributable to noncontrolling interest, net of tax		—			(431	)		—			3,296			—			2,865

Net income attributable to common stockholders	$	266,495		$	17,864		$	230,879		$	17,729		$	(266,472	)	$	266,495

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Year Ended December 31, 2011

	Ventas, Inc.			Wholly Owned Subsidiary Guarantors			Ventas Issuers			Non- Guarantor Subsidiaries			Consolidated Elimination		Consolidated

	(In thousands)
Net cash provided by operating activities	$	124,784		$	147,052		$	199,431		$	301,930		$	—	$	773,197
Net cash (used in) provided by investing activities		(618,663	)		105,279			(500,879	)		16,824			—		(997,439	)
Cash flows from financing activities:
Net change in borrowings under revolving credit facilities		—			132,452			405,000			—			—		537,452
Proceeds from debt		(230,000	)		—			1,069,374			504,266			—		1,343,640
Repayment of debt		—			(216,293	)		(206,500	)		(966,169	)		—		(1,388,962	)
Net change in intercompany debt		1,363,963			(62,196	)		(1,559,518	)		257,751			—		—
Payment of deferred financing costs		—			—			(19,661	)		(379	)		—		(20,040	)
Issuance of common stock, net		299,847			—			—			—			—		299,847
Cash distribution (to) from affiliates		(417,763	)		(111,914	)		612,798			(83,121	)		—		—
Cash distribution to common stockholders		(521,046	)		—			—			—			—		(521,046	)
Cash distribution to redeemable OP unitholders		(2,359	)		—			—			—			—		(2,359	)
Purchases of redeemable OP units		—			—			—			(185	)		—		(185	)
Contributions from noncontrolling interest		—			—			—			2			—		2
Distributions to noncontrolling interest		—			—			—			(2,556	)		—		(2,556	)
Other		2,489			—			—			—			—		2,489

Net cash provided by (used in) financing activities		495,131			(257,951	)		301,493			(290,391	)		—		248,282

Net increase (decrease) in cash and cash equivalents		1,252			(5,620	)		45			28,363			—		24,040
Effect of foreign currency translation on cash and cash equivalents		—			—			(45	)		—			—		(45	)
Cash and cash equivalents at beginning of period		1,083			13,440			—			7,289			—		21,812

Cash and cash equivalents at end of period	$	2,335		$	7,820		$	—		$	35,652		$	—	$	45,807

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Year Ended December 31, 2010

	Ventas, Inc.			Wholly Owned Subsidiary Guarantors			Ventas Issuers			Non- Guarantor Subsidiaries			Consolidated Elimination		Consolidated

	(In thousands)
Net cash provided by operating activities	$	14,092		$	217,820		$	213,295		$	2,415		$	—	$	447,622
Net cash used in investing activities		—			(32,175	)		(266,609	)		(3,136	)		—		(301,920	)
Cash flows from financing activities:
Net change in borrowings under revolving credit facilities		—			(11,436	)		40,000			—			—		28,564
Proceeds from debt		—			—			595,712			1,670			—		597,382
Repayment of debt		—			(262,370	)		(244,710	)		(17,680	)		—		(524,760	)
Net change in intercompany debt		(95,762	)		128,791			(26,250	)		(6,779	)		—		—
Payment of deferred financing costs		—			(47	)		(2,647	)		—			—		(2,694	)
Cash distribution from (to) affiliates		405,433			(34,933	)		(391,842	)		21,342			—		—
Cash distribution to common stockholders		(336,085	)		—			—			—			—		(336,085	)
Contributions from noncontrolling interest		—			—			—			818			—		818
Distributions to noncontrolling interest		—			—			—			(8,082	)		—		(8,082	)
Other		13,405			—			—			—			—		13,405

Net cash used in financing activities		(13,009	)		(179,995	)		(29,737	)		(8,711	)		—		(231,452	)

Net increase (decrease) in cash and cash equivalents		1,083			5,650			(83,051	)		(9,432	)		—		(85,750	)
Effect of foreign currency translation on cash and cash equivalents		—			—			165			—			—		165
Cash and cash equivalents at beginning of period		—			7,790			82,886			16,721			—		107,397

Cash and cash equivalents at end of period	$	1,083		$	13,440		$	—		$	7,289		$	—	$	21,812

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Year Ended December 31, 2009

	Ventas, Inc.			Wholly Owned Subsidiary Guarantors			Ventas Issuers			Non- Guarantor Subsidiaries			Consolidated Elimination		Consolidated

	(In thousands)
Net cash provided by operating activities	$	1,385		$	125,216		$	220,936		$	74,564		$	—	$	422,101
Net cash provided by (used in) investing activities		—			570			11,447			(13,763	)		—		(1,746	)
Cash flows from financing activities:
Net change in borrowings under revolving credit facilities		—			(42,633	)		(250,240	)		—			—		(292,873	)
Proceeds from debt		—			276			166,000			199,406			—		365,682
Repayment of debt		—			(36,703	)		(433,528	)		(54,942	)		—		(525,173	)
Net change in intercompany debt		(44,623	)		(22,143	)		105,402			(38,636	)		—		—
Payment of deferred financing costs		—			(1,172	)		(11,034	)		(4,449	)		—		(16,655	)
Issuance of common stock, net		299,201			—			—			—			—		299,201
Cash distribution from (to) affiliates		55,741			(29,603	)		128,575			(154,713	)		—		—
Cash distribution to common stockholders		(314,399	)		—			—			—			—		(314,399	)
Contributions from noncontrolling interest		—			—			—			1,211			—		1,211
Distributions to noncontrolling interest		—			(379	)		—			(9,490	)		—		(9,869	)
Other		2,695			—			—			—			—		2,695

Net cash used in financing activities		(1,385	)		(132,357	)		(294,825	)		(61,613	)		—		(490,180	)

Net decrease in cash and cash equivalents		—			(6,571	)		(62,442	)		(812	)		—		(69,825	)
Effect of foreign currency translation on cash and cash equivalents		—			—			410			—			—		410
Cash and cash equivalents at beginning of period		—			14,361			144,918			17,533			—		176,812

Cash and cash equivalents at end of period	$	—		$	7,790		$	82,886		$	16,721		$	—	$	107,397