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, 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 June 30, 2017 and December 31, 2016 and for the three and six months ended June 30, 2017 and 2016 . CONDENSED CONSOLIDATING BALANCE SHEET As of June 30, 2017 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Assets Net real estate investments $ 1,917 $ 122,140 $ 21,930,907 $ — $ 22,054,964 Cash and cash equivalents 16,910 — 86,443 — 103,353 Escrow deposits and restricted cash 197 1,581 66,565 — 68,343 Investment in and advances to affiliates 14,716,005 2,938,442 — (17,654,447 ) — Goodwill — — 1,034,054 — 1,034,054 Assets held for sale — 35,688 53,881 — 89,569 Other assets 42,103 9,360 454,012 — 505,475 Total assets $ 14,777,132 $ 3,107,211 $ 23,625,862 $ (17,654,447 ) $ 23,855,758 Liabilities and equity Liabilities: Senior notes payable and other debt $ — $ 9,346,233 $ 2,561,764 $ — $ 11,907,997 Intercompany loans 7,720,779 (7,102,600 ) (618,179 ) — — Accrued interest (4,896 ) 71,831 20,313 — 87,248 Accounts payable and other liabilities 133,472 22,618 773,483 — 929,573 Liabilities related to assets held for sale — 8,517 1,295 — 9,812 Deferred income taxes 296,822 — — — 296,822 Total liabilities 8,146,177 2,346,599 2,738,676 — 13,231,452 Redeemable OP unitholder and noncontrolling interests — — 182,154 — 182,154 Total equity 6,630,955 760,612 20,705,032 (17,654,447 ) 10,442,152 Total liabilities and equity $ 14,777,132 $ 3,107,211 $ 23,625,862 $ (17,654,447 ) $ 23,855,758 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 14,258,931 2,938,441 — (17,197,372 ) — 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 $ 14,506,907 $ 3,119,996 $ 22,737,069 $ (17,197,372 ) $ 23,166,600 Liabilities and equity Liabilities: Senior notes payable and other debt $ — $ 8,406,979 $ 2,720,347 $ — $ 11,127,326 Intercompany loans 7,088,838 (6,209,707 ) (879,131 ) — — Accrued interest (1,753 ) 67,156 18,359 — 83,762 Accounts payable and other liabilities 89,115 35,587 783,226 — 907,928 Liabilities related to assets held for sale — (1 ) 1,463 — 1,462 Deferred income taxes 316,641 — — — 316,641 Total liabilities 7,492,841 2,300,014 2,644,264 — 12,437,119 Redeemable OP unitholder and noncontrolling interests — — 200,728 — 200,728 Total equity 7,014,066 819,982 19,892,077 (17,197,372 ) 10,528,753 Total liabilities and equity $ 14,506,907 $ 3,119,996 $ 22,737,069 $ (17,197,372 ) $ 23,166,600 CONDENSED CONSOLIDATING STATEMENT OF INCOME For the Three Months Ended June 30, 2017 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Revenues Rental income $ 596 $ 48,451 $ 350,451 $ — $ 399,498 Resident fees and services — — 460,243 — 460,243 Office building and other services revenue — — 3,179 — 3,179 Income from loans and investments 319 — 32,049 — 32,368 Equity earnings in affiliates 128,196 — (405 ) (127,791 ) — Interest and other income 28 — 174 — 202 Total revenues 129,139 48,451 845,691 (127,791 ) 895,490 Expenses Interest (27,694 ) 81,516 59,750 — 113,572 Depreciation and amortization 1,419 2,239 220,450 — 224,108 Property-level operating expenses — 83 365,747 — 365,830 Office building services costs — — 552 — 552 General, administrative and professional fees 189 4,630 28,463 — 33,282 Loss (gain) on extinguishment of debt, net — 418 (382 ) — 36 Merger-related expenses and deal costs 5,783 — 260 — 6,043 Other 466 — 1,382 — 1,848 Total expenses (19,837 ) 88,886 676,222 — 745,271 Income (loss) before unconsolidated entities, income taxes, discontinued operations, real estate dispositions and noncontrolling interests 148,976 (40,435 ) 169,469 (127,791 ) 150,219 Loss from unconsolidated entities — (16 ) (90 ) — (106 ) Income tax benefit 2,159 — — — 2,159 Income (loss) from continuing operations 151,135 (40,451 ) 169,379 (127,791 ) 152,272 Discontinued operations (23 ) (23 ) Gain on real estate dispositions 719 719 Net income (loss) 151,831 (40,451 ) 169,379 (127,791 ) 152,968 Net income attributable to noncontrolling interests — — 1,137 — 1,137 Net income (loss) attributable to common stockholders $ 151,831 $ (40,451 ) $ 168,242 $ (127,791 ) $ 151,831 CONDENSED CONSOLIDATING STATEMENT OF INCOME For the Three Months Ended June 30, 2016 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Revenues Rental income $ 583 $ 49,418 $ 304,205 $ — $ 354,206 Resident fees and services — — 464,437 — 464,437 Office building and other services revenue 602 — 4,902 — 5,504 Income from loans and investments — — 24,146 — 24,146 Equity earnings in affiliates 124,028 — (288 ) (123,740 ) — Interest and other income 41 — 70 — 111 Total revenues 125,254 49,418 797,472 (123,740 ) 848,404 Expenses Interest (11,094 ) 69,011 45,748 — 103,665 Depreciation and amortization 1,203 2,867 217,891 — 221,961 Property-level operating expenses — 77 351,878 — 351,955 Office building services costs — — 1,852 — 1,852 General, administrative and professional fees 2,246 4,213 25,635 — 32,094 Loss (gain) on extinguishment of debt, net 58 2,432 (22 ) — 2,468 Merger-related expenses and deal costs 6,743 — 481 — 7,224 Other 76 4 2,223 — 2,303 Total expenses (768 ) 78,604 645,686 — 723,522 Income (loss) before unconsolidated entities, income taxes, discontinued operations, real estate dispositions and noncontrolling interests 126,022 (29,186 ) 151,786 (123,740 ) 124,882 Income from unconsolidated entities — 344 1,074 — 1,418 Income tax benefit 11,549 — — — 11,549 Income (loss) from continuing operations 137,571 (28,842 ) 152,860 (123,740 ) 137,849 Discontinued operations (148 ) — — — (148 ) Gain on real estate dispositions 5,739 — — — 5,739 Net income (loss) 143,162 (28,842 ) 152,860 (123,740 ) 143,440 Net income attributable to noncontrolling interests — — 278 — 278 Net income (loss) attributable to common stockholders $ 143,162 $ (28,842 ) $ 152,582 $ (123,740 ) $ 143,162 CONDENSED CONSOLIDATING STATEMENT OF INCOME For the Six Months Ended June 30, 2017 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Revenues Rental income $ 1,181 $ 96,270 $ 697,269 $ — $ 794,720 Resident fees and services — — 924,431 — 924,431 Office building and other services revenue — — 6,585 — 6,585 Income from loans and investments 599 — 51,915 — 52,514 Equity earnings in affiliates 265,188 — (713 ) (264,475 ) — Interest and other income 371 — 312 — 683 Total revenues 267,339 96,270 1,679,799 (264,475 ) 1,778,933 Expenses Interest (44,293 ) 156,303 110,366 — 222,376 Depreciation and amortization 2,826 4,608 434,457 — 441,891 Property-level operating expenses — 165 734,652 — 734,817 Office building services costs — — 1,290 — 1,290 General, administrative and professional fees 319 9,330 57,594 — 67,243 Loss (gain) on extinguishment of debt, net — 439 (94 ) — 345 Merger-related expenses and deal costs 7,646 — 453 — 8,099 Other 119 — 2,917 — 3,036 Total expenses (33,383 ) 170,845 1,341,635 — 1,479,097 Income (loss) before unconsolidated entities, income taxes, discontinued operations, real estate dispositions and noncontrolling interests 300,722 (74,575 ) 338,164 (264,475 ) 299,836 Income (loss) from unconsolidated entities — 3,305 (261 ) — 3,044 Income tax benefit 5,304 — — — 5,304 Income (loss) from continuing operations 306,026 (71,270 ) 337,903 (264,475 ) 308,184 Discontinued operations (76 ) — — — (76 ) Gain on real estate dispositions 44,008 — — — 44,008 Net income (loss) 349,958 (71,270 ) 337,903 (264,475 ) 352,116 Net income attributable to noncontrolling interests — — 2,158 — 2,158 Net income (loss) attributable to common stockholders $ 349,958 $ (71,270 ) $ 335,745 $ (264,475 ) $ 349,958 CONDENSED CONSOLIDATING STATEMENT OF INCOME For the Six Months Ended June 30, 2016 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Revenues Rental income $ 1,499 $ 98,143 $ 613,187 $ — $ 712,829 Resident fees and services — — 928,413 — 928,413 Office building and other services revenue 1,204 — 11,485 — 12,689 Income from loans and investments — — 46,532 — 46,532 Equity earnings in affiliates 232,790 — (631 ) (232,159 ) — Interest and other income 70 — 160 — 230 Total revenues 235,563 98,143 1,599,146 (232,159 ) 1,700,693 Expenses Interest (21,889 ) 137,590 91,237 — 206,938 Depreciation and amortization 6,135 12,781 439,432 — 458,348 Property-level operating expenses — 156 708,021 — 708,177 Office building services costs — — 5,303 — 5,303 General, administrative and professional fees 2,231 8,717 52,872 — 63,820 Loss on extinguishment of debt, net 58 2,432 292 — 2,782 Merger-related expenses and deal costs 8,115 — 741 — 8,856 Other 27 4 6,440 — 6,471 Total expenses (5,323 ) 161,680 1,304,338 — 1,460,695 Income (loss) before unconsolidated entities, income taxes, discontinued operations, real estate dispositions and noncontrolling interests 240,886 (63,537 ) 294,808 (232,159 ) 239,998 Income from unconsolidated entities — 447 773 — 1,220 Income tax benefit 19,970 — — — 19,970 Income (loss) from continuing operations 260,856 (63,090 ) 295,581 (232,159 ) 261,188 Discontinued operations (637 ) — — — (637 ) Gain on real estate dispositions 31,923 — — — 31,923 Net income (loss) 292,142 (63,090 ) 295,581 (232,159 ) 292,474 Net income attributable to noncontrolling interests — — 332 — 332 Net income (loss) attributable to common stockholders $ 292,142 $ (63,090 ) $ 295,249 $ (232,159 ) $ 292,142 CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME For the Three Months Ended June 30, 2017 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Net income (loss) $ 151,831 $ (40,451 ) $ 169,379 $ (127,791 ) 152,968 Other comprehensive (loss) income: Foreign currency translation — — 8,286 — 8,286 Change in unrealized gain on marketable securities (62 ) — — — (62 ) Other — — 398 — 398 Total other comprehensive (loss) income (62 ) — 8,684 — 8,622 Comprehensive income (loss) 151,769 (40,451 ) 178,063 (127,791 ) 161,590 Comprehensive income attributable to noncontrolling interests — — 1,137 — 1,137 Comprehensive income (loss) attributable to common stockholders $ 151,769 $ (40,451 ) $ 176,926 $ (127,791 ) $ 160,453 For the Three Months Ended June 30, 2016 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Net income (loss) $ 143,162 $ (28,842 ) $ 152,860 $ (123,740 ) $ 143,440 Other comprehensive income (loss): Foreign currency translation — — (22,715 ) — (22,715 ) Change in unrealized gain on marketable securities 69 — — — 69 Other — — (1,617 ) — (1,617 ) Total other comprehensive income (loss) 69 — (24,332 ) — (24,263 ) Comprehensive income (loss) 143,231 (28,842 ) 128,528 (123,740 ) 119,177 Comprehensive income attributable to noncontrolling interests — — 278 — 278 Comprehensive income (loss) attributable to common stockholders $ 143,231 $ (28,842 ) $ 128,250 $ (123,740 ) $ 118,899 CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME For the Six Months Ended June 30, 2017 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Net income (loss) $ 349,958 $ (71,270 ) $ 337,903 $ (264,475 ) $ 352,116 Other comprehensive (loss) income: Foreign currency translation — — 12,368 — 12,368 Change in unrealized gain on marketable securities (185 ) — — — (185 ) Other — — 316 — 316 Total other comprehensive (loss) income (185 ) — 12,684 — 12,499 Comprehensive income (loss) 349,773 (71,270 ) 350,587 (264,475 ) 364,615 Comprehensive income attributable to noncontrolling interests — — 2,158 — 2,158 Comprehensive income (loss) attributable to common stockholders $ 349,773 $ (71,270 ) $ 348,429 $ (264,475 ) $ 362,457 For the Six Months Ended June 30, 2016 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Net income (loss) $ 292,142 $ (63,090 ) $ 295,581 $ (232,159 ) $ 292,474 Other comprehensive income (loss): Foreign currency translation — — (33,383 ) — (33,383 ) Change in unrealized gain on marketable securities 250 — — — 250 Other — — (3,497 ) — (3,497 ) Total other comprehensive income (loss) 250 — (36,880 ) — (36,630 ) Comprehensive income (loss) 292,392 (63,090 ) 258,701 (232,159 ) 255,844 Comprehensive income attributable to noncontrolling interests — — 332 — 332 Comprehensive income (loss) attributable to common stockholders $ 292,392 $ (63,090 ) $ 258,369 $ (232,159 ) $ 255,512 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Six Months Ended June 30, 2017 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Net cash provided by (used in) operating activities $ 41,514 $ (61,787 ) $ 757,529 $ — $ 737,256 Cash flows from investing activities: Net investment in real estate property (210,120 ) — (29,378 ) — (239,498 ) Investment in loans receivable and other (2,575 ) — (715,658 ) — (718,233 ) Proceeds from real estate disposals 19,570 — — — 19,570 Proceeds from loans receivable 21 — 25,046 — 25,067 Development project expenditures — — (143,269 ) — (143,269 ) Capital expenditures — (15 ) (55,937 ) — (55,952 ) Investment in unconsolidated entities — — (39,048 ) — (39,048 ) Net cash used in investing activities (193,104 ) (15 ) (958,244 ) — (1,151,363 ) Cash flows from financing activities: Net change in borrowings under revolving credit facility — 453,000 (88,544 ) — 364,456 Proceeds from debt — 793,904 234,605 — 1,028,509 Repayment of debt — (300,019 ) (356,517 ) — (656,536 ) Purchase of noncontrolling interests (15,809 ) — — — (15,809 ) Net change in intercompany debt 795,695 (892,893 ) 97,198 — — Payment of deferred financing costs — (18,262 ) (1,425 ) — (19,687 ) Issuance of common stock, net 73,596 — — — 73,596 Cash distribution (to) from affiliates (370,551 ) 26,072 344,479 — — Cash distribution to common stockholders (550,965 ) — — — (550,965 ) Cash distribution to redeemable OP unitholders — — (3,720 ) — (3,720 ) Contributions from noncontrolling interests — — 2,227 — 2,227 Distributions to noncontrolling interests — — (4,156 ) — (4,156 ) Other 9,702 — — — 9,702 Net cash (used in) provided by financing activities (58,332 ) 61,802 224,147 — 227,617 Net (decrease) increase in cash and cash equivalents (209,922 ) — 23,432 — (186,490 ) Effect of foreign currency translation on cash and cash equivalents 16,529 — (13,393 ) — 3,136 Cash and cash equivalents at beginning of period 210,303 — 76,404 — 286,707 Cash and cash equivalents at end of period $ 16,910 $ — $ 86,443 $ — $ 103,353 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Six Months Ended June 30, 2016 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Net cash provided by (used in) operating activities $ 40,671 $ (45,313 ) $ 665,378 $ — $ 660,736 Cash flows from investing activities: Net investment in real estate property (34,453 ) — — — (34,453 ) Investment in loans receivable and other — — (152,450 ) — (152,450 ) Proceeds from real estate disposals 20,441 — 43,120 — 63,561 Proceeds from loans receivable — — 7,644 — 7,644 Development project expenditures — — (69,679 ) — (69,679 ) Capital expenditures — (18 ) (46,907 ) — (46,925 ) Investment in unconsolidated entities — — (4,265 ) — (4,265 ) Net cash used in investing activities (14,012 ) (18 ) (222,537 ) — (236,567 ) Cash flows from financing activities: Net change in borrowings under revolving credit facility — (114,000 ) 138,304 — 24,304 Proceeds from debt — 400,000 16,217 — 416,217 Repayment of debt — (555,470 ) (184,867 ) — (740,337 ) Purchase of noncontrolling interests — — (1,604 ) — (1,604 ) Net change in intercompany debt 128,165 308,816 (436,981 ) — — Payment of deferred financing costs — (3,422 ) (422 ) — (3,844 ) Issuance of common stock, net 377,739 — — — 377,739 Cash distribution (to) from affiliates (8,096 ) 9,407 (1,311 ) — — Cash distribution to common stockholders (493,471 ) — — — (493,471 ) Cash distribution to redeemable OP unitholders — — (4,437 ) — (4,437 ) Contributions from noncontrolling interest — — 5,680 — 5,680 Distributions to noncontrolling interests — — (3,582 ) — (3,582 ) Other 3,622 — — — 3,622 Net cash provided by (used in) financing activities 7,959 45,331 (473,003 ) — (419,713 ) Net increase (decrease) in cash and cash equivalents 34,618 — (30,162 ) — 4,456 Effect of foreign currency translation on cash and cash equivalents (33,353 ) — 33,196 — (157 ) Cash and cash equivalents at beginning of period 11,733 — 41,290 — 53,023 Cash and cash equivalents at end of period $ 12,998 $ — $ 44,324 $ — $ 57,322 |