CONDENSED CONSOLIDATING INFORMATION (Unaudited) | NOTE 16—CONDENSED CONSOLIDATING INFORMATION 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 March 31, 2018 and December 31, 2017 and for the three months ended March 31, 2018 and 2017 . CONDENSED CONSOLIDATING BALANCE SHEET As of March 31, 2018 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Assets Net real estate investments $ 3,708 $ 118,075 $ 21,530,261 $ — $ 21,652,044 Cash and cash equivalents 11,672 — 80,871 — 92,543 Escrow deposits and restricted cash 9,739 128 61,172 — 71,039 Investment in and advances to affiliates 14,893,299 2,800,078 — (17,693,377 ) — Goodwill — — 1,035,248 — 1,035,248 Assets held for sale — — 62,534 — 62,534 Other assets 61,262 6,560 512,280 — 580,102 Total assets $ 14,979,680 $ 2,924,841 $ 23,282,366 $ (17,693,377 ) $ 23,493,510 Liabilities and equity Liabilities: Senior notes payable and other debt $ — $ 8,596,937 $ 2,442,875 $ — $ 11,039,812 Intercompany loans 7,389,404 (6,127,269 ) (1,262,135 ) — — Accrued interest (6,886 ) 65,964 18,686 — 77,764 Accounts payable and other liabilities 366,117 41,026 727,427 — 1,134,570 Liabilities related to assets held for sale — — 60,023 — 60,023 Deferred income taxes 244,742 — — — 244,742 Total liabilities 7,993,377 2,576,658 1,986,876 — 12,556,911 Redeemable OP Unitholder and noncontrolling interests — — 132,555 — 132,555 Total equity 6,986,303 348,183 21,162,935 (17,693,377 ) 10,804,044 Total liabilities and equity $ 14,979,680 $ 2,924,841 $ 23,282,366 $ (17,693,377 ) $ 23,493,510 CONDENSED CONSOLIDATING BALANCE SHEET As of December 31, 2017 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Assets Net real estate investments $ 1,844 $ 119,508 $ 21,971,100 $ — $ 22,092,452 Cash and cash equivalents 9,828 — 71,527 — 81,355 Escrow deposits and restricted cash 39,816 128 66,954 — 106,898 Investment in and advances to affiliates 14,786,086 2,916,060 — (17,702,146 ) — Goodwill — — 1,034,644 — 1,034,644 Assets held for sale — — 65,413 — 65,413 Other assets 55,936 9,458 508,385 — 573,779 Total assets $ 14,893,510 $ 3,045,154 $ 23,718,023 $ (17,702,146 ) $ 23,954,541 Liabilities and equity Liabilities: Senior notes payable and other debt $ — $ 8,895,641 $ 2,380,421 $ — $ 11,276,062 Intercompany loans 7,835,266 (7,127,624 ) (707,642 ) — — Accrued interest (6,410 ) 77,691 22,677 — 93,958 Accounts payable and other liabilities 381,512 24,635 777,342 — 1,183,489 Liabilities related to assets held for sale — — 60,265 — 60,265 Deferred income taxes 250,092 — — — 250,092 Total liabilities 8,460,460 1,870,343 2,533,063 — 12,863,866 Redeemable OP Unitholder and noncontrolling interests — — 158,490 — 158,490 Total equity 6,433,050 1,174,811 21,026,470 (17,702,146 ) 10,932,185 Total liabilities and equity $ 14,893,510 $ 3,045,154 $ 23,718,023 $ (17,702,146 ) $ 23,954,541 CONDENSED CONSOLIDATING STATEMENT OF INCOME For the Three Months Ended March 31, 2018 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Revenues Rental income $ 601 $ 34,386 $ 349,822 $ — $ 384,809 Resident fees and services — — 514,753 — 514,753 Office building and other services revenue — — 3,328 — 3,328 Income from loans and investments 491 — 30,690 — 31,181 Equity earnings in affiliates 56,662 — (1,000 ) (55,662 ) — Interest and other income 9,323 — 311 — 9,634 Total revenues 67,077 34,386 897,904 (55,662 ) 943,705 Expenses Interest (28,661 ) 82,312 57,712 — 111,363 Depreciation and amortization 1,344 1,444 230,362 — 233,150 Property-level operating expenses — 72 412,841 — 412,913 Office building services costs — — 115 — 115 General, administrative and professional fees 556 4,050 32,568 — 37,174 Loss on extinguishment of debt, net — 10,977 — — 10,977 Merger-related expenses and deal costs 16,246 — 1,090 — 17,336 Other 2,169 — 951 — 3,120 Total expenses (8,346 ) 98,855 735,639 — 826,148 Income (loss) before unconsolidated entities, income taxes, discontinued operations, real estate dispositions and noncontrolling interests 75,423 (64,469 ) 162,265 (55,662 ) 117,557 Loss from unconsolidated entities — (35,504 ) (5,235 ) — (40,739 ) Income tax benefit 3,242 — — — 3,242 Income (loss) from continuing operations 78,665 (99,973 ) 157,030 (55,662 ) 80,060 Discontinued operations (10 ) — — — (10 ) Gain on real estate dispositions 48 — — — 48 Net income (loss) 78,703 (99,973 ) 157,030 (55,662 ) 80,098 Net income attributable to noncontrolling interests — — 1,395 — 1,395 Net income (loss) attributable to common stockholders $ 78,703 $ (99,973 ) $ 155,635 $ (55,662 ) $ 78,703 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) before unconsolidated entities, income taxes, discontinued operations, 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 STATEMENTS OF COMPREHENSIVE INCOME For the Three Months Ended March 31, 2018 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Net income (loss) $ 78,703 $ (99,973 ) $ 157,030 $ (55,662 ) 80,098 Other comprehensive (loss) income: Foreign currency translation — — 12,203 — 12,203 Unrealized loss on government-sponsored pooled loan investments (172 ) — — — (172 ) Other — — 8,615 — 8,615 Total other comprehensive (loss) income (172 ) — 20,818 — 20,646 Comprehensive income (loss) 78,531 (99,973 ) 177,848 (55,662 ) 100,744 Comprehensive income attributable to noncontrolling interests — — 1,395 — 1,395 Comprehensive income (loss) attributable to common stockholders $ 78,531 $ (99,973 ) $ 176,453 $ (55,662 ) $ 99,349 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 Unrealized loss on government-sponsored pooled loan investments (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 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Three Months Ended March 31, 2018 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Net cash (used in) provided by operating activities $ (19,658 ) $ (58,563 ) $ 386,240 $ — $ 308,019 Cash flows from investing activities: Net investment in real estate property (11,450 ) — — — (11,450 ) Investment in loans receivable and other (2,740 ) — (1,641 ) — (4,381 ) Proceeds from real estate disposals 175,370 — — — 175,370 Proceeds from loans receivable 1,441 — 141,653 — 143,094 Development project expenditures — — (73,889 ) — (73,889 ) Capital expenditures — — (20,617 ) — (20,617 ) Investment in unconsolidated entities — — (39,101 ) — (39,101 ) Insurance proceeds for property damage claims — — 1,527 — 1,527 Net cash provided by investing activities 162,621 — 7,932 — 170,553 Cash flows from financing activities: Net change in borrowings under revolving credit facilities — 266,764 7,079 — 273,843 Proceeds from debt — 655,044 83,475 — 738,519 Repayment of debt — (1,211,811 ) (5,307 ) — (1,217,118 ) Net change in intercompany debt 51,808 354,019 (405,827 ) — — Payment of deferred financing costs — (5,621 ) (697 ) — (6,318 ) Cash distribution from (to) affiliates 50,937 168 (51,105 ) — — Cash distribution to common stockholders (281,635 ) — — — (281,635 ) Cash distribution to redeemable OP unitholders — — (1,858 ) — (1,858 ) Cash issued for redemption of OP and Class C Units — — (655 ) — (655 ) Distributions to noncontrolling interests — — (3,339 ) — (3,339 ) Other (4,687 ) — — — (4,687 ) Net cash (used in) provided by financing activities (183,577 ) 58,563 (378,234 ) — (503,248 ) Net (decrease) increase in cash, cash equivalents and restricted cash (40,614 ) — 15,938 — (24,676 ) Effect of foreign currency translation 12,381 — (12,376 ) — 5 Cash, cash equivalents and restricted cash at beginning of period 49,644 128 138,481 — 188,253 Cash, cash equivalents and restricted cash at end of period $ 21,411 $ 128 $ 142,043 $ — $ 163,582 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 $ 4,275 $ (32,622 ) $ 374,161 $ — $ 345,814 Cash flows from investing activities: Net investment in real estate property (283,837 ) — — — (283,837 ) Investment in loans receivable and other (2,313 ) — (699,045 ) — (701,358 ) Proceeds from real estate disposals 85,000 — — — 85,000 Proceeds from loans receivable — — 3,363 — 3,363 Development project expenditures — — (86,452 ) — (86,452 ) Capital expenditures — (9 ) (23,826 ) — (23,835 ) Investment in unconsolidated entities — — (26,940 ) — (26,940 ) Insurance proceeds for property damage claims — — 1,393 — 1,393 Net cash used in investing activities (201,150 ) (9 ) (831,507 ) — (1,032,666 ) 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 interest — — 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, cash equivalents and restricted cash (205,846 ) 44 22,025 — (183,777 ) Effect of foreign currency translation 5,146 — (5,264 ) — (118 ) Cash, cash equivalents and restricted cash at beginning of period 210,501 1,504 155,349 — 367,354 Cash, cash equivalents and restricted cash at end of period $ 9,801 $ 1,548 $ 172,110 $ — $ 183,459 |