CONDENSED CONSOLIDATING INFORMATION (Unaudited) | NOTE 17—CONDENSED CONSOLIDATING INFORMATION (Unaudited) 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. Certain of Ventas Realty’s outstanding senior notes reflected in our condensed consolidating information were issued jointly with Ventas Capital Corporation. 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 September 30, 2016 and December 31, 2015 and for the three and nine months ended September 30, 2016 and 2015 : CONDENSED CONSOLIDATING BALANCE SHEET As of September 30, 2016 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Assets Net real estate investments $ 2,027 $ 177,952 $ 21,340,900 $ — $ 21,520,879 Cash and cash equivalents 12,039 — 77,240 — 89,279 Escrow deposits and restricted cash 198 1,437 87,886 — 89,521 Investment in and advances to affiliates 14,476,749 2,994,463 — (17,471,212 ) — Goodwill — — 1,043,075 — 1,043,075 Assets held for sale 5 1,624 193,623 — 195,252 Other assets 46,116 3,161 438,981 — 488,258 Total assets $ 14,537,134 $ 3,178,637 $ 23,181,705 $ (17,471,212 ) $ 23,426,264 Liabilities and equity Liabilities: Senior notes payable and other debt $ — $ 8,480,339 $ 2,771,988 $ — $ 11,252,327 Intercompany loans 6,971,785 (6,324,940 ) (646,845 ) — — Accrued interest — 55,924 14,866 — 70,790 Accounts payable and other liabilities 91,143 40,732 798,228 — 930,103 Liabilities held for sale — 1,479 76,129 — 77,608 Deferred income taxes 315,713 — — — 315,713 Total liabilities 7,378,641 2,253,534 3,014,366 — 12,646,541 Redeemable OP unitholder and noncontrolling interests — — 209,278 — 209,278 Total equity 7,158,493 925,103 19,958,061 (17,471,212 ) 10,570,445 Total liabilities and equity $ 14,537,134 $ 3,178,637 $ 23,181,705 $ (17,471,212 ) $ 23,426,264 CONDENSED CONSOLIDATING BALANCE SHEET As of December 31, 2015 Ventas, Inc. Ventas Realty 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 CONDENSED CONSOLIDATING STATEMENT OF INCOME For the Three Months Ended September 30, 2016 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Revenues: Rental income $ 585 $ 49,652 $ 318,460 $ — $ 368,697 Resident fees and services — — 461,974 — 461,974 Office building and other services revenue 401 — 3,916 — 4,317 Income from loans and investments 82 — 31,484 — 31,566 Equity earnings in affiliates 143,782 — (281 ) (143,501 ) — Interest and other income 476 — 86 — 562 Total revenues 145,326 49,652 815,639 (143,501 ) 867,116 Expenses: Interest (11,779 ) 70,371 46,471 — 105,063 Depreciation and amortization 1,414 2,833 204,140 — 208,387 Property-level operating expenses — 80 361,037 — 361,117 Office building services costs — — 974 — 974 General, administrative and professional fees (1,359 ) 4,940 27,986 — 31,567 (Gain) loss on extinguishment of debt, net (58 ) 340 101 — 383 Merger-related expenses and deal costs 15,952 — 265 — 16,217 Other (21 ) 4 2,447 — 2,430 Total expenses 4,149 78,568 643,421 — 726,138 Income (loss) from continuing operations before unconsolidated entities, income taxes, real estate dispositions and noncontrolling interest 141,177 (28,916 ) 172,218 (143,501 ) 140,978 Income from unconsolidated entities — 783 148 — 931 Income tax benefit 8,537 — — — 8,537 Income (loss) from continuing operations 149,714 (28,133 ) 172,366 (143,501 ) 150,446 Discontinued operations (118 ) — — — (118 ) Loss on real estate dispositions (144 ) — — — (144 ) Net income (loss) 149,452 (28,133 ) 172,366 (143,501 ) 150,184 Net income attributable to noncontrolling interest — — 732 — 732 Net income (loss) attributable to common stockholders $ 149,452 $ (28,133 ) $ 171,634 $ (143,501 ) $ 149,452 CONDENSED CONSOLIDATING STATEMENT OF INCOME For the Three Months Ended September 30, 2015 Ventas, Inc. Ventas Realty 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 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 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 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 CONDENSED CONSOLIDATING STATEMENT OF INCOME For the Nine Months Ended September 30, 2016 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Revenues: Rental income $ 2,084 $ 147,795 $ 931,647 $ — $ 1,081,526 Resident fees and services — — 1,390,387 — 1,390,387 Office building and other services revenue 1,605 — 15,401 — 17,006 Income from loans and investments 82 — 78,016 — 78,098 Equity earnings in affiliates 376,570 — (913 ) (375,657 ) — Interest and other income 546 — 246 — 792 Total revenues 380,887 147,795 2,414,784 (375,657 ) 2,567,809 Expenses: Interest (33,668 ) 207,961 137,708 — 312,001 Depreciation and amortization 7,549 15,614 643,572 — 666,735 Property-level operating expenses — 236 1,069,058 — 1,069,294 Office building services costs — — 6,277 — 6,277 General, administrative and professional fees 872 13,657 80,858 — 95,387 Loss on extinguishment of debt, net — 2,772 393 — 3,165 Merger-related expenses and deal costs 24,067 — 1,006 — 25,073 Other 4 8 8,889 — 8,901 Total expenses (1,176 ) 240,248 1,947,761 — 2,186,833 Income (loss) from continuing operations before unconsolidated entities, income taxes, real estate dispositions and noncontrolling interest 382,063 (92,453 ) 467,023 (375,657 ) 380,976 Income from unconsolidated entities — 1,230 921 — 2,151 Income tax benefit 28,507 — — — 28,507 Income (loss) from continuing operations 410,570 (91,223 ) 467,944 (375,657 ) 411,634 Discontinued operations (755 ) — — — (755 ) Gain on real estate dispositions 31,779 — — — 31,779 Net income (loss) 441,594 (91,223 ) 467,944 (375,657 ) 442,658 Net income attributable to noncontrolling interest — — 1,064 — 1,064 Net income (loss) attributable to common stockholders $ 441,594 $ (91,223 ) $ 466,880 $ (375,657 ) $ 441,594 CONDENSED CONSOLIDATING STATEMENT OF INCOME For the Nine Months Ended September 30, 2015 Ventas, Inc. Ventas Realty 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 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 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 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 CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME For the Three Months Ended September 30, 2016 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Net income (loss) $ 149,452 $ (28,133 ) $ 172,366 $ (143,501 ) 150,184 Other comprehensive loss: Foreign currency translation — — (6,421 ) — (6,421 ) Change in unrealized gain on marketable securities (92 ) — — — (92 ) Other — — 1,094 — 1,094 Total other comprehensive loss (92 ) — (5,327 ) — (5,419 ) Comprehensive income (loss) 149,360 (28,133 ) 167,039 (143,501 ) 144,765 Comprehensive income attributable to noncontrolling interest — — 732 — 732 Comprehensive income (loss) attributable to common stockholders $ 149,360 $ (28,133 ) $ 166,307 $ (143,501 ) $ 144,033 CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME For the Three Months Ended September 30, 2015 Ventas, Inc. Ventas Realty 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 CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME For the Nine Months Ended September 30, 2016 Ventas, Inc. Ventas Realty (1) Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Net income (loss) $ 441,594 $ (91,223 ) $ 467,944 $ (375,657 ) 442,658 Other comprehensive income (loss): Foreign currency translation — — (39,804 ) — (39,804 ) Change in unrealized gain on marketable securities 158 — — — 158 Other — — (2,403 ) — (2,403 ) Total other comprehensive income (loss) 158 — (42,207 ) — (42,049 ) Comprehensive income (loss) 441,752 (91,223 ) 425,737 (375,657 ) 400,609 Comprehensive income attributable to noncontrolling interest — — 1,064 — 1,064 Comprehensive income (loss) attributable to common stockholders $ 441,752 $ (91,223 ) $ 424,673 $ (375,657 ) $ 399,545 CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME For the Nine Months Ended September 30, 2015 Ventas, Inc. Ventas Realty 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 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Nine Months Ended September 30, 2016 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Net cash provided by (used in) operating activities $ 39,559 $ (73,856 ) $ 1,035,567 $ — $ 1,001,270 Cash flows from investing activities: Net investment in real estate property (1,440,710 ) — 19,118 — (1,421,592 ) Proceeds from loans receivable — — 194,063 — 194,063 Investment in loans receivable and other — — (154,949 ) — (154,949 ) Proceeds from real estate disposals 20,441 — 43,120 — 63,561 Capital expenditures — (18 ) (75,278 ) — (75,296 ) Development project expenditures — — (94,398 ) — (94,398 ) Other — — (6,175 ) — (6,175 ) Net cash used in investing activities (1,420,269 ) (18 ) (74,499 ) — (1,494,786 ) Cash flows from financing activities: Net change in borrowings under revolving credit facility — (94,000 ) 140,728 — 46,728 Proceeds from debt — 846,521 30,096 — 876,617 Repayment of debt — (651,820 ) (264,685 ) — (916,505 ) Purchase of noncontrolling interest — — (1,604 ) — (1,604 ) Net change in intercompany debt 877,609 (32,967 ) (844,642 ) — — Payment of deferred financing costs — (5,485 ) (662 ) — (6,147 ) Issuance of common stock, net 1,265,702 — — — 1,265,702 Cash distribution from (to) affiliates 7,859 11,625 (19,484 ) — — Cash distribution to common stockholders (750,402 ) — — — (750,402 ) Cash distribution to redeemable OP unitholders — — (6,486 ) — (6,486 ) Contributions from noncontrolling interest — — 5,926 — 5,926 Distributions to noncontrolling interest — — (5,121 ) — (5,121 ) Other 21,507 — — — 21,507 Net cash provided by (used in) financing activities 1,422,275 73,874 (965,934 ) — 530,215 Net increase (decrease) in cash and cash equivalents 41,565 — (4,866 ) — 36,699 Effect of foreign currency translation on cash and cash equivalents (41,259 ) — 40,816 — (443 ) Cash and cash equivalents at beginning of period 11,733 — 41,290 — 53,023 Cash and cash equivalents at end of period $ 12,039 $ — $ 77,240 $ — $ 89,279 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Nine Months Ended September 30, 2015 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Net cash (used in) provided by operating activities $ (103,734 ) $ 31,319 $ 1,094,460 $ — $ 1,022,045 Cash flows from investing activities: Net investment in real estate property (2,556,988 ) — — — (2,556,988 ) Proceeds from loans receivable — — 106,909 — 106,909 Investment in loans receivable and other — — (74,386 ) — (74,386 ) Funds held in escrow for future development expenditures — — 4,003 — 4,003 Proceeds from real estate disposals 409,633 — — — 409,633 Proceeds from sale or maturity of marketable securities 76,800 — — — 76,800 Capital expenditures — (15,731 ) (60,081 ) — (75,812 ) Development capital expenditures — — (90,458 ) — (90,458 ) Investment in unconsolidated operating entity (26,282 ) — — — (26,282 ) Other — — (27,984 ) — (27,984 ) 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 1,495,355 (946,310 ) (549,045 ) — — 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 (235,140 ) 23,086 212,054 — — 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 2,197,947 (15,588 ) (939,717 ) — 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 |