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. The following pages summarize our condensed consolidating information as of March 31, 2017 and December 31, 2016 and for the three months ended March 31, 2017 and 2016 . CONDENSED CONSOLIDATING BALANCE SHEET As of March 31, 2017 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Assets Net real estate investments $ 1,954 $ 159,621 $ 21,961,547 $ — $ 22,123,122 Cash and cash equivalents 9,602 — 81,682 — 91,284 Escrow deposits and restricted cash 199 1,548 90,428 — 92,175 Investment in and advances to affiliates 14,790,298 2,938,442 — (17,728,740 ) — Goodwill — — 1,033,484 — 1,033,484 Assets held for sale — — 61,983 — 61,983 Other assets 38,801 4,831 473,651 — 517,283 Total assets $ 14,840,854 $ 3,104,442 $ 23,702,775 $ (17,728,740 ) $ 23,919,331 Liabilities and equity Liabilities: Senior notes payable and other debt $ — $ 9,215,783 $ 2,727,950 $ — $ 11,943,733 Intercompany loans 7,501,737 (7,009,900 ) (491,837 ) — — Accrued interest — 60,432 17,787 — 78,219 Accounts payable and other liabilities 245,454 33,347 667,873 — 946,674 Liabilities held for sale — (1 ) 1,390 — 1,389 Deferred income taxes 294,057 — — — 294,057 Total liabilities 8,041,248 2,299,661 2,923,163 — 13,264,072 Redeemable OP unitholder and noncontrolling interests — — 171,384 — 171,384 Total equity 6,799,606 804,781 20,608,228 (17,728,740 ) 10,483,875 Total liabilities and equity $ 14,840,854 $ 3,104,442 $ 23,702,775 $ (17,728,740 ) $ 23,919,331 CONDENSED CONSOLIDATING BALANCE SHEET As of December 31, 2016 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Assets Net real estate investments $ 2,007 $ 173,259 $ 21,017,430 $ — $ 21,192,696 Cash and cash equivalents 210,303 — 76,404 — 286,707 Escrow deposits and restricted cash 198 1,504 78,945 — 80,647 Investment in and advances to affiliates 14,258,380 2,938,442 — (17,196,822 ) — Goodwill — — 1,033,225 — 1,033,225 Assets held for sale — — 54,961 — 54,961 Other assets 35,468 6,792 476,104 — 518,364 Total assets $ 14,506,356 $ 3,119,997 $ 22,737,069 $ (17,196,822 ) $ 23,166,600 Liabilities and equity Liabilities: Senior notes payable and other debt $ — $ 8,406,979 $ 2,720,347 $ — $ 11,127,326 Intercompany loans 7,088,289 (6,209,707 ) (878,582 ) — — Accrued interest — 65,403 18,359 — 83,762 Accounts payable and other liabilities 89,115 35,587 783,226 — 907,928 Liabilities held for sale — (1 ) 1,463 — 1,462 Deferred income taxes 316,641 — — — 316,641 Total liabilities 7,494,045 2,298,261 2,644,813 — 12,437,119 Redeemable OP unitholder and noncontrolling interests — — 200,728 — 200,728 Total equity 7,012,311 821,736 19,891,528 (17,196,822 ) 10,528,753 Total liabilities and equity $ 14,506,356 $ 3,119,997 $ 22,737,069 $ (17,196,822 ) $ 23,166,600 CONDENSED CONSOLIDATING STATEMENT OF INCOME For the Three Months Ended March 31, 2017 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Revenues Rental income $ 585 $ 47,819 $ 346,818 $ — $ 395,222 Resident fees and services — — 464,188 — 464,188 Office building and other services revenue — — 3,406 — 3,406 Income from loans and investments 281 — 19,865 — 20,146 Equity earnings in affiliates 136,989 — (308 ) (136,681 ) — Interest and other income 343 — 138 — 481 Total revenues 138,198 47,819 834,107 (136,681 ) 883,443 Expenses Interest (16,600 ) 74,789 50,615 — 108,804 Depreciation and amortization 1,409 2,371 214,003 — 217,783 Property-level operating expenses — 83 368,904 — 368,987 Office building services costs — — 738 — 738 General, administrative and professional fees 130 4,700 29,131 — 33,961 Loss on extinguishment of debt, net — 19 290 — 309 Merger-related expenses and deal costs 1,863 — 193 — 2,056 Other (349 ) — 1,537 — 1,188 Total expenses (13,547 ) 81,962 665,411 — 733,826 Income (loss) from continuing operations before unconsolidated entities, income taxes, real estate dispositions and noncontrolling interests 151,745 (34,143 ) 168,696 (136,681 ) 149,617 Income (loss) from unconsolidated entities — 3,321 (171 ) — 3,150 Income tax benefit 3,145 — — — 3,145 Income (loss) from continuing operations 154,890 (30,822 ) 168,525 (136,681 ) 155,912 Discontinued operations (53 ) — — — (53 ) Gain (loss) on real estate dispositions 43,290 — (1 ) — 43,289 Net income (loss) 198,127 (30,822 ) 168,524 (136,681 ) 199,148 Net income attributable to noncontrolling interests — — 1,021 — 1,021 Net income (loss) attributable to common stockholders $ 198,127 $ (30,822 ) $ 167,503 $ (136,681 ) $ 198,127 CONDENSED CONSOLIDATING STATEMENT OF INCOME For the Three Months Ended March 31, 2016 Ventas, Inc. Ventas Realty 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 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 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 interests 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 interests — — 54 — 54 Net income (loss) attributable to common stockholders $ 148,980 $ (34,248 ) $ 142,668 $ (108,420 ) $ 148,980 CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME For the Three Months Ended March 31, 2017 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Net income (loss) $ 198,127 $ (30,822 ) $ 168,524 $ (136,681 ) 199,148 Other comprehensive (loss) income: Foreign currency translation — — 4,082 — 4,082 Change in unrealized gain on marketable securities (123 ) — — — (123 ) Other — — (82 ) — (82 ) Total other comprehensive (loss) income (123 ) — 4,000 — 3,877 Comprehensive income (loss) 198,004 (30,822 ) 172,524 (136,681 ) 203,025 Comprehensive income attributable to noncontrolling interests — — 1,021 — 1,021 Comprehensive income (loss) attributable to common stockholders $ 198,004 $ (30,822 ) $ 171,503 $ (136,681 ) $ 202,004 For the Three Months Ended March 31, 2016 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Net income (loss) $ 148,980 $ (34,248 ) $ 142,722 $ (108,420 ) $ 149,034 Other comprehensive income (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 interests — — 54 — 54 Comprehensive income (loss) attributable to common stockholders $ 149,161 $ (34,248 ) $ 130,120 $ (108,420 ) $ 136,613 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Three Months Ended March 31, 2017 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Net cash provided by (used in) operating activities $ 4,280 $ (32,666 ) $ 364,117 $ — $ 335,731 Cash flows from investing activities: Net investment in real estate property (198,843 ) — — — (198,843 ) Proceeds from loans receivable — — 3,363 — 3,363 Investment in loans receivable and other (2,313 ) — (699,045 ) — (701,358 ) Capital expenditures — (9 ) (23,826 ) — (23,835 ) Development project expenditures — — (86,452 ) — (86,452 ) Investment in unconsolidated operating entity — — (14,850 ) — (14,850 ) Other — — (12,090 ) — (12,090 ) Net cash used in investing activities (201,156 ) (9 ) (832,900 ) — (1,034,065 ) Cash flows from financing activities: Net change in borrowings under revolving credit facility — 18,000 4,822 — 22,822 Proceeds from debt — 793,904 3,310 — 797,214 Repayment of debt — (19 ) (20,477 ) — (20,496 ) Purchase of noncontrolling interests (15,809 ) — — — (15,809 ) Net change in intercompany debt 577,099 (800,193 ) 223,094 — — Payment of deferred financing costs — (6,384 ) — — (6,384 ) Cash distribution (to) from affiliates (298,190 ) 27,367 270,823 — — Cash distribution to common stockholders (275,368 ) — — — (275,368 ) Cash distribution to redeemable OP unitholders — — (1,893 ) — (1,893 ) Contributions from noncontrolling interests — — 2,102 — 2,102 Distributions to noncontrolling interests — — (2,410 ) — (2,410 ) Other 3,297 — — — 3,297 Net cash (used in) provided by financing activities (8,971 ) 32,675 479,371 — 503,075 Net (decrease) increase in cash and cash equivalents (205,847 ) — 10,588 — (195,259 ) Effect of foreign currency translation on cash and cash equivalents 5,146 — (5,310 ) — (164 ) Cash and cash equivalents at beginning of period 210,303 — 76,404 — 286,707 Cash and cash equivalents at end of period $ 9,602 $ — $ 81,682 $ — $ 91,284 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Three Months Ended March 31, 2016 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Net cash provided by (used in) operating activities $ 26,413 $ (34,344 ) $ 285,080 $ — $ 277,149 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 capital 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 interests — — (1,743 ) — (1,743 ) Other 1,893 — — — 1,893 Net cash (used in) provided by financing activities (19,600 ) 34,344 (126,582 ) — (111,838 ) 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 |