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 September 30, 2017 and December 31, 2016 and for the three and nine months ended September 30, 2017 and 2016 . CONDENSED CONSOLIDATING BALANCE SHEET As of September 30, 2017 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Assets Net real estate investments $ 1,881 $ 121,240 $ 21,811,371 $ — $ 21,934,492 Cash and cash equivalents 14,063 — 71,000 — 85,063 Escrow deposits and restricted cash 197 128 76,197 — 76,522 Investment in and advances to affiliates 14,606,452 2,916,060 — (17,522,512 ) — Goodwill — — 1,034,497 — 1,034,497 Assets held for sale — 12,757 56,169 — 68,926 Other assets 44,166 7,606 488,523 — 540,295 Total assets $ 14,666,759 $ 3,057,791 $ 23,537,757 $ (17,522,512 ) $ 23,739,795 Liabilities and equity Liabilities: Senior notes payable and other debt $ — $ 8,883,519 $ 2,540,626 $ — $ 11,424,145 Intercompany loans 7,666,742 (6,958,293 ) (708,449 ) — — Accrued interest (6,686 ) 83,604 18,766 — 95,684 Accounts payable and other liabilities 130,732 22,280 790,788 — 943,800 Liabilities related to assets held for sale — 7,666 2,171 — 9,837 Deferred income taxes 296,272 — — — 296,272 Total liabilities 8,087,060 2,038,776 2,643,902 — 12,769,738 Redeemable OP unitholder and noncontrolling interests — — 171,813 — 171,813 Total equity 6,579,699 1,019,015 20,722,042 (17,522,512 ) 10,798,244 Total liabilities and equity $ 14,666,759 $ 3,057,791 $ 23,537,757 $ (17,522,512 ) $ 23,739,795 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 September 30, 2017 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Revenues Rental income $ 602 $ 45,446 $ 355,828 $ — $ 401,876 Resident fees and services — — 461,700 — 461,700 Office building and other services revenue — — 3,196 — 3,196 Income from loans and investments 309 — 32,676 — 32,985 Equity earnings in affiliates 133,571 — (412 ) (133,159 ) — Interest and other income 3 — 168 — 171 Total revenues 134,485 45,446 853,156 (133,159 ) 899,928 Expenses Interest (16,801 ) 82,007 48,663 — 113,869 Depreciation and amortization 1,314 1,455 210,638 — 213,407 Property-level operating expenses — 69 376,138 — 376,207 Office building services costs — — 418 — 418 General, administrative and professional fees 103 4,240 28,974 — 33,317 Loss on extinguishment of debt, net — 504 7 — 511 Merger-related expenses and deal costs 361 — 443 — 804 Other 1,626 — 11,404 — 13,030 Total expenses (13,397 ) 88,275 676,685 — 751,563 Income (loss) before unconsolidated entities, income taxes, discontinued operations, real estate dispositions and noncontrolling interests 147,882 (42,829 ) 176,471 (133,159 ) 148,365 Income (loss) from unconsolidated entities — 1,614 (864 ) — 750 Income tax benefit 7,815 — — — 7,815 Income (loss) from continuing operations 155,697 (41,215 ) 175,607 (133,159 ) 156,930 Discontinued operations (19 ) — — — (19 ) Gain on real estate dispositions 458,280 — — — 458,280 Net income (loss) 613,958 (41,215 ) 175,607 (133,159 ) 615,191 Net income attributable to noncontrolling interests — — 1,233 — 1,233 Net income (loss) attributable to common stockholders $ 613,958 $ (41,215 ) $ 174,374 $ (133,159 ) $ 613,958 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) before unconsolidated entities, income taxes, discontinued operations, real estate dispositions and noncontrolling interests 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 interests — — 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 Nine Months Ended September 30, 2017 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Revenues Rental income $ 1,782 $ 141,717 $ 1,053,097 $ — $ 1,196,596 Resident fees and services — — 1,386,131 — 1,386,131 Office building and other services revenue — — 9,781 — 9,781 Income from loans and investments 908 — 84,591 — 85,499 Equity earnings in affiliates 398,757 — (1,125 ) (397,632 ) — Interest and other income 374 — 480 — 854 Total revenues 401,821 141,717 2,532,955 (397,632 ) 2,678,861 Expenses Interest (61,095 ) 238,312 159,028 — 336,245 Depreciation and amortization 4,140 6,062 645,096 — 655,298 Property-level operating expenses — 235 1,110,789 — 1,111,024 Office building services costs — — 1,708 — 1,708 General, administrative and professional fees 421 13,570 86,569 — 100,560 Loss (gain) on extinguishment of debt, net — 942 (86 ) — 856 Merger-related expenses and deal costs 8,007 — 896 — 8,903 Other 1,744 — 14,322 — 16,066 Total expenses (46,783 ) 259,121 2,018,322 — 2,230,660 Income (loss) before unconsolidated entities, income taxes, discontinued operations, real estate dispositions and noncontrolling interests 448,604 (117,404 ) 514,633 (397,632 ) 448,201 Income (loss) from unconsolidated entities — 4,919 (1,125 ) — 3,794 Income tax benefit 13,119 — — — 13,119 Income (loss) from continuing operations 461,723 (112,485 ) 513,508 (397,632 ) 465,114 Discontinued operations (95 ) — — — (95 ) Gain on real estate dispositions 502,288 — — — 502,288 Net income (loss) 963,916 (112,485 ) 513,508 (397,632 ) 967,307 Net income attributable to noncontrolling interests — — 3,391 — 3,391 Net income (loss) attributable to common stockholders $ 963,916 $ (112,485 ) $ 510,117 $ (397,632 ) $ 963,916 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) before unconsolidated entities, income taxes, discontinued operations, real estate dispositions and noncontrolling interests 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 interests — — 1,064 — 1,064 Net income (loss) attributable to common stockholders $ 441,594 $ (91,223 ) $ 466,880 $ (375,657 ) $ 441,594 CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME For the Three Months Ended September 30, 2017 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Net income (loss) $ 613,958 $ (41,215 ) $ 175,607 $ (133,159 ) 615,191 Other comprehensive (loss) income: Foreign currency translation — — 5,239 — 5,239 Unrealized loss on government-sponsored pooled loan investments (48 ) — — — (48 ) Other — — (936 ) — (936 ) Total other comprehensive (loss) income (48 ) — 4,303 — 4,255 Comprehensive income (loss) 613,910 (41,215 ) 179,910 (133,159 ) 619,446 Comprehensive income attributable to noncontrolling interests — — 1,233 — 1,233 Comprehensive income (loss) attributable to common stockholders $ 613,910 $ (41,215 ) $ 178,677 $ (133,159 ) $ 618,213 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 ) Unrealized loss on government-sponsored pooled loan investments (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 interests — — 732 — 732 Comprehensive income (loss) attributable to common stockholders $ 149,360 $ (28,133 ) $ 166,307 $ (143,501 ) $ 144,033 CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME For the Nine Months Ended September 30, 2017 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Net income (loss) $ 963,916 $ (112,485 ) $ 513,508 $ (397,632 ) $ 967,307 Other comprehensive (loss) income: Foreign currency translation — — 17,607 — 17,607 Unrealized loss on government-sponsored pooled loan investments (233 ) — — — (233 ) Other — — (620 ) — (620 ) Total other comprehensive (loss) income (233 ) — 16,987 — 16,754 Comprehensive income (loss) 963,683 (112,485 ) 530,495 (397,632 ) 984,061 Comprehensive income attributable to noncontrolling interests — — 3,391 — 3,391 Comprehensive income (loss) attributable to common stockholders $ 963,683 $ (112,485 ) $ 527,104 $ (397,632 ) $ 980,670 For the Nine Months Ended September 30, 2016 Ventas, Inc. Ventas Realty 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 ) Unrealized gain on government-sponsored pooled loan investments 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 interests — — 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 CASH FLOWS For the Nine Months Ended September 30, 2017 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Net cash provided by (used in) operating activities $ 60,228 $ (86,406 ) $ 1,112,417 $ — $ 1,086,239 Cash flows from investing activities: Net investment in real estate property (232,791 ) — (29,332 ) — (262,123 ) Investment in loans receivable and other (2,727 ) — (731,306 ) — (734,033 ) Proceeds from real estate disposals 531,637 — 500 — 532,137 Proceeds from loans receivable 36 — 84,325 — 84,361 Development project expenditures — — (210,423 ) — (210,423 ) Capital expenditures — (604 ) (82,783 ) — (83,387 ) Distributions from unconsolidated entities — — 5,816 — 5,816 Investment in unconsolidated entities — — (42,399 ) — (42,399 ) Net cash provided by (used in) investing activities 296,155 (604 ) (1,005,602 ) — (710,051 ) Cash flows from financing activities: Net change in borrowings under revolving credit facility — 467,000 (82,262 ) — 384,738 Proceeds from debt — 793,904 264,533 — 1,058,437 Repayment of debt — (778,606 ) (446,919 ) — (1,225,525 ) Purchase of noncontrolling interests (15,809 ) — — — (15,809 ) Net change in intercompany debt 741,457 (748,586 ) 7,129 — — Payment of deferred financing costs — (20,450 ) (5,976 ) — (26,426 ) Issuance of common stock, net 73,596 — — — 73,596 Cash distribution (to) from affiliates (560,606 ) 373,748 186,858 — — Cash distribution to common stockholders (827,285 ) — — — (827,285 ) Cash distribution to redeemable OP unitholders — — (5,677 ) — (5,677 ) Contributions from noncontrolling interests — — 4,402 — 4,402 Distributions to noncontrolling interests — — (9,248 ) — (9,248 ) Other 10,543 — — — 10,543 Net cash (used in) provided by financing activities (578,104 ) 87,010 (87,160 ) — (578,254 ) Net (decrease) increase in cash and cash equivalents (221,721 ) — 19,655 — (202,066 ) Effect of foreign currency translation on cash and cash equivalents 25,481 — (25,059 ) — 422 Cash and cash equivalents at beginning of period 210,303 — 76,404 — 286,707 Cash and cash equivalents at end of period $ 14,063 $ — $ 71,000 $ — $ 85,063 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 $ 44,088 $ (73,848 ) $ 1,035,906 $ — $ 1,006,146 Cash flows from investing activities: Net investment in real estate property (1,440,710 ) — 19,118 — (1,421,592 ) Investment in loans receivable and other — — (154,949 ) — (154,949 ) Proceeds from real estate disposals 20,441 — 43,120 — 63,561 Proceeds from loans receivable — — 194,063 — 194,063 Development project expenditures — — (94,398 ) — (94,398 ) Capital expenditures — (18 ) (75,278 ) — (75,296 ) Investment in unconsolidated entities — — (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 interests — — (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 8,206 11,617 (19,823 ) — — 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 interests — — (5,121 ) — (5,121 ) Other 16,631 — — — 16,631 Net cash provided by (used in) financing activities 1,417,746 73,866 (966,273 ) — 525,339 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 |