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 June 30, 2018 and December 31, 2017 and for the three and six months ended June 30, 2018 and 2017 . CONDENSED CONSOLIDATING BALANCE SHEET As of June 30, 2018 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Assets Net real estate investments $ 3,671 $ 116,666 $ 20,643,376 $ — $ 20,763,713 Cash and cash equivalents 10,292 — 83,392 — 93,684 Escrow deposits and restricted cash 7,573 128 56,718 — 64,419 Investment in and advances to affiliates 14,959,960 2,723,780 — (17,683,740 ) — Goodwill — — 1,034,274 — 1,034,274 Assets held for sale — — 15,567 — 15,567 Other assets 52,886 10,030 664,561 — 727,477 Total assets $ 15,034,382 $ 2,850,604 $ 22,497,888 $ (17,683,740 ) $ 22,699,134 Liabilities and equity Liabilities: Senior notes payable and other debt $ — $ 8,041,058 $ 2,361,839 $ — $ 10,402,897 Intercompany loans 7,358,514 (5,198,356 ) (2,160,158 ) — — Accrued interest (8,262 ) 77,506 23,868 — 93,112 Accounts payable and other liabilities 356,239 31,034 746,629 — 1,133,902 Liabilities related to assets held for sale — — 896 — 896 Deferred income taxes 594 — 240,347 — 240,941 Total liabilities 7,707,085 2,951,242 1,213,421 — 11,871,748 Redeemable OP Unitholder and noncontrolling interests 12,242 — 137,575 — 149,817 Total equity 7,315,055 (100,638 ) 21,146,892 (17,683,740 ) 10,677,569 Total liabilities and equity $ 15,034,382 $ 2,850,604 $ 22,497,888 $ (17,683,740 ) $ 22,699,134 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 7,129 — 74,226 — 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 $ 14,890,811 $ 3,045,154 $ 23,720,722 $ (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 7,835,685 (7,127,547 ) (708,138 ) — — Accrued interest (6,410 ) 77,691 22,677 — 93,958 Accounts payable and other liabilities 377,536 24,635 781,318 — 1,183,489 Liabilities related to assets held for sale — — 60,265 — 60,265 Deferred income taxes 608 — 249,484 — 250,092 Total liabilities 8,207,419 1,870,420 2,786,027 — 12,863,866 Redeemable OP Unitholder and noncontrolling interests 12,237 — 146,253 — 158,490 Total equity 6,671,155 1,174,734 20,788,442 (17,702,146 ) 10,932,185 Total liabilities and equity $ 14,890,811 $ 3,045,154 $ 23,720,722 $ (17,702,146 ) $ 23,954,541 CONDENSED CONSOLIDATING STATEMENT OF INCOME For the Three Months Ended June 30, 2018 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Revenues Rental income $ 255 $ 34,299 $ 325,708 $ — $ 360,262 Resident fees and services — — 518,989 — 518,989 Office building and other services revenue — — 4,289 — 4,289 Income from loans and investments 272 — 56,145 — 56,417 Equity earnings in affiliates 143,760 — (563 ) (143,197 ) — Interest and other income 2,069 — 278 — 2,347 Total revenues 146,356 34,299 904,846 (143,197 ) 942,304 Expenses Interest (28,295 ) 82,644 58,680 — 113,029 Depreciation and amortization 1,373 1,422 220,839 — 223,634 Property-level operating expenses — 82 421,331 — 421,413 Office building services costs — — 534 — 534 General, administrative and professional fees (409 ) 4,614 32,451 — 36,656 (Gain) loss on extinguishment of debt, net (14 ) 1,787 (1,866 ) — (93 ) Merger-related expenses and deal costs 4,164 — 330 — 4,494 Other 2,327 — 1,200 — 3,527 Total expenses (20,854 ) 90,549 733,499 — 803,194 Income (loss) before unconsolidated entities, income taxes, discontinued operations, real estate dispositions and noncontrolling interests 167,210 (56,250 ) 171,347 (143,197 ) 139,110 Loss from unconsolidated entities — — (6,371 ) — (6,371 ) Income tax (expense) benefit (129 ) — 863 — 734 Income (loss) from continuing operations 167,081 (56,250 ) 165,839 (143,197 ) 133,473 Discontinued operations — — — — — (Loss) gain on real estate dispositions (562 ) — 36,389 — 35,827 Net income (loss) 166,519 (56,250 ) 202,228 (143,197 ) 169,300 Net income attributable to noncontrolling interests — — 2,781 — 2,781 Net income (loss) attributable to common stockholders $ 166,519 $ (56,250 ) $ 199,447 $ (143,197 ) $ 166,519 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 131,210 — (404 ) (130,806 ) — Interest and other income 28 — 174 — 202 Total revenues 132,153 48,451 845,692 (130,806 ) 895,490 Expenses Interest (27,732 ) 81,516 59,788 — 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 186 4,630 28,466 — 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 (19,878 ) 88,886 676,263 — 745,271 Income (loss) before unconsolidated entities, income taxes, discontinued operations, real estate dispositions and noncontrolling interests 152,031 (40,435 ) 169,429 (130,806 ) 150,219 Loss from unconsolidated entities — — (106 ) — (106 ) Income tax (expense) benefit (177 ) — 2,336 — 2,159 Income (loss) from continuing operations 151,854 (40,435 ) 171,659 (130,806 ) 152,272 Discontinued operations (23 ) — — — (23 ) Gain on real estate dispositions — — 719 — 719 Net income (loss) 151,831 (40,435 ) 172,378 (130,806 ) 152,968 Net income attributable to noncontrolling interests — — 1,137 — 1,137 Net income (loss) attributable to common stockholders $ 151,831 $ (40,435 ) $ 171,241 $ (130,806 ) $ 151,831 CONDENSED CONSOLIDATING STATEMENT OF INCOME For the Six Months Ended June 30, 2018 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Revenues Rental income $ 856 $ 68,685 $ 675,530 $ — $ 745,071 Resident fees and services — — 1,033,742 — 1,033,742 Office building and other services revenue — — 7,617 — 7,617 Income from loans and investments 763 — 86,835 — 87,598 Equity earnings in affiliates 204,055 — (1,206 ) (202,849 ) — Interest and other income 11,391 — 590 — 11,981 Total revenues 217,065 68,685 1,803,108 (202,849 ) 1,886,009 Expenses Interest (56,990 ) 164,956 116,426 — 224,392 Depreciation and amortization 2,717 2,866 451,201 — 456,784 Property-level operating expenses — 154 834,172 — 834,326 Office building services costs — — 649 — 649 General, administrative and professional fees 148 8,664 65,018 — 73,830 Loss (gain) on extinguishment of debt, net 154 12,596 (1,866 ) — 10,884 Merger-related expenses and deal costs 20,410 — 1,420 — 21,830 Other 4,496 — 2,151 — 6,647 Total expenses (29,065 ) 189,236 1,469,171 — 1,629,342 Income (loss) before unconsolidated entities, income taxes, discontinued operations, real estate dispositions and noncontrolling interests 246,130 (120,551 ) 333,937 (202,849 ) 256,667 Loss from unconsolidated entities — — (47,110 ) — (47,110 ) Income tax (expense) benefit (338 ) — 4,314 — 3,976 Income (loss) from continuing operations 245,792 (120,551 ) 291,141 (202,849 ) 213,533 Discontinued operations (10 ) — — — (10 ) (Loss) gain on real estate dispositions (560 ) — 36,435 — 35,875 Net income (loss) 245,222 (120,551 ) 327,576 (202,849 ) 249,398 Net income attributable to noncontrolling interests — — 4,176 — 4,176 Net income (loss) attributable to common stockholders $ 245,222 $ (120,551 ) $ 323,400 $ (202,849 ) $ 245,222 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 600 — 51,914 — 52,514 Equity earnings in affiliates 314,751 — (598 ) (314,153 ) — Interest and other income 371 — 312 — 683 Total revenues 316,903 96,270 1,679,913 (314,153 ) 1,778,933 Expenses Interest (44,367 ) 156,306 110,437 — 222,376 Depreciation and amortization 2,827 4,608 434,456 — 441,891 Property-level operating expenses — 165 734,652 — 734,817 Office building services costs — — 1,290 — 1,290 General, administrative and professional fees 313 9,330 57,600 — 67,243 Loss (gain) on extinguishment of debt, net — 438 (93 ) — 345 Merger-related expenses and deal costs 7,646 — 453 — 8,099 Other 119 — 2,917 — 3,036 Total expenses (33,462 ) 170,847 1,341,712 — 1,479,097 Income (loss) before unconsolidated entities, income taxes, discontinued operations, real estate dispositions and noncontrolling interests 350,365 (74,577 ) 338,201 (314,153 ) 299,836 Income from unconsolidated entities — — 3,044 — 3,044 Income tax (expense) benefit (331 ) — 5,635 — 5,304 Income (loss) from continuing operations 350,034 (74,577 ) 346,880 (314,153 ) 308,184 Discontinued operations (76 ) — — — (76 ) Gain on real estate dispositions — 14,781 29,227 — 44,008 Net income (loss) 349,958 (59,796 ) 376,107 (314,153 ) 352,116 Net income attributable to noncontrolling interests — — 2,158 — 2,158 Net income (loss) attributable to common stockholders $ 349,958 $ (59,796 ) $ 373,949 $ (314,153 ) $ 349,958 CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME For the Three Months Ended June 30, 2018 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Net income (loss) $ 166,519 $ (56,250 ) $ 202,228 $ (143,197 ) 169,300 Other comprehensive income (loss): Foreign currency translation — — (15,246 ) — (15,246 ) Unrealized gain on marketable debt securities — — 12,857 — 12,857 Other — — 6,002 — 6,002 Total other comprehensive income — — 3,613 — 3,613 Comprehensive income (loss) 166,519 (56,250 ) 205,841 (143,197 ) 172,913 Comprehensive income attributable to noncontrolling interests — — 2,781 — 2,781 Comprehensive income (loss) attributable to common stockholders $ 166,519 $ (56,250 ) $ 203,060 $ (143,197 ) $ 170,132 For the Three Months Ended June 30, 2017 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Net income (loss) $ 151,831 $ (40,435 ) $ 172,378 $ (130,806 ) $ 152,968 Other comprehensive income (loss): Foreign currency translation — — 8,286 — 8,286 Unrealized loss on marketable debt securities — — (62 ) — (62 ) Other — — 398 — 398 Total other comprehensive income — — 8,622 — 8,622 Comprehensive income (loss) 151,831 (40,435 ) 181,000 (130,806 ) 161,590 Comprehensive income attributable to noncontrolling interests — — 1,137 — 1,137 Comprehensive income (loss) attributable to common stockholders $ 151,831 $ (40,435 ) $ 179,863 $ (130,806 ) $ 160,453 CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME For the Six Months Ended June 30, 2018 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Net income (loss) $ 245,222 $ (120,551 ) $ 327,576 $ (202,849 ) $ 249,398 Other comprehensive income (loss): Foreign currency translation — — (3,043 ) — (3,043 ) Unrealized gain on marketable debt securities — — 12,685 — 12,685 Other — — 14,617 — 14,617 Total other comprehensive income — — 24,259 — 24,259 Comprehensive income (loss) 245,222 (120,551 ) 351,835 (202,849 ) 273,657 Comprehensive income attributable to noncontrolling interests — — 4,176 — 4,176 Comprehensive income (loss) attributable to common stockholders $ 245,222 $ (120,551 ) $ 347,659 $ (202,849 ) $ 269,481 For the Six Months Ended June 30, 2017 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Net income (loss) $ 349,958 $ (59,796 ) $ 376,107 $ (314,153 ) $ 352,116 Other comprehensive income (loss): Foreign currency translation — — 12,368 — 12,368 Unrealized loss on marketable debt securities — — (185 ) — (185 ) Other — — 316 — 316 Total other comprehensive income — — 12,499 — 12,499 Comprehensive income (loss) 349,958 (59,796 ) 388,606 (314,153 ) 364,615 Comprehensive income attributable to noncontrolling interests — — 2,158 — 2,158 Comprehensive income (loss) attributable to common stockholders $ 349,958 $ (59,796 ) $ 386,448 $ (314,153 ) $ 362,457 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Six Months Ended June 30, 2018 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Net cash (used in) provided by operating activities $ (3,651 ) $ (107,438 ) $ 821,425 $ — $ 710,336 Cash flows from investing activities: Net investment in real estate property (12,257 ) — — — (12,257 ) Investment in loans receivable and other (2,830 ) — (208,724 ) — (211,554 ) Proceeds from real estate disposals 312,243 — — — 312,243 Proceeds from loans receivable 1,452 — 864,645 — 866,097 Development project expenditures — — (155,682 ) — (155,682 ) Capital expenditures — — (42,029 ) — (42,029 ) Distributions from unconsolidated entities 6,792 — — — 6,792 Investment in unconsolidated entities — — (40,033 ) — (40,033 ) Insurance proceeds for property damage claims — — 2,329 — 2,329 Net cash provided by investing activities 305,400 — 420,506 — 725,906 Cash flows from financing activities: Net change in borrowings under revolving credit facilities — (192,531 ) (5,195 ) — (197,726 ) Proceeds from debt — 655,044 95,272 — 750,316 Repayment of debt — (1,311,098 ) (120,789 ) — (1,431,887 ) Purchase of noncontrolling interests (2,429 ) — — — (2,429 ) Net change in intercompany debt 237,376 961,644 (1,199,020 ) — — Payment of deferred financing costs — (5,621 ) (727 ) — (6,348 ) Cash distribution from (to) affiliates 7,358 — (7,358 ) — — Cash distribution to common stockholders (563,395 ) — — — (563,395 ) Cash distribution to redeemable OP unitholders — — (3,744 ) — (3,744 ) Cash issued for redemption of OP and Class C Units — — (975 ) — (975 ) Distributions to noncontrolling interests — — (7,808 ) — (7,808 ) Other (1,995 ) — — — (1,995 ) Net cash (used in) provided by financing activities (323,085 ) 107,438 (1,250,344 ) — (1,465,991 ) Net decrease in cash, cash equivalents and restricted cash (21,336 ) — (8,413 ) — (29,749 ) Effect of foreign currency translation (7,744 ) — 7,343 — (401 ) Cash, cash equivalents and restricted cash at beginning of period 46,945 128 141,180 — 188,253 Cash, cash equivalents and restricted cash at end of period $ 17,865 $ 128 $ 140,110 $ — $ 158,103 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 $ 41,315 $ (46,928 ) $ 729,014 $ — $ 723,401 Cash flows from investing activities: Net investment in real estate property (295,114 ) — (29,378 ) — (324,492 ) Investment in loans receivable and other (2,575 ) — (715,658 ) — (718,233 ) Proceeds from real estate disposals 104,570 — — — 104,570 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 ) Insurance proceeds for property damage claims — — 1,393 — 1,393 Net cash used in investing activities (193,098 ) (15 ) (956,851 ) — (1,149,964 ) 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 795,816 (892,894 ) 97,078 — — 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 (370,552 ) 11,291 359,261 — — Cash distribution to common stockholders (550,965 ) — — — (550,965 ) Cash distribution to redeemable OP unitholders — — (3,720 ) — (3,720 ) Contributions from noncontrolling interest — — 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 (58,212 ) 47,020 238,809 — 227,617 Net (decrease) increase in cash, cash equivalents and restricted cash (209,995 ) 77 10,972 — (198,946 ) Effect of foreign currency translation 16,529 — (13,241 ) — 3,288 Cash, cash equivalents and restricted cash at beginning of period 207,789 1,504 158,061 — 367,354 Cash, cash equivalents and restricted cash at end of period $ 14,323 $ 1,581 $ 155,792 $ — $ 171,696 |