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 September 30, 2018 and December 31, 2017 and for the three and nine months ended September 30, 2018 and 2017 . CONDENSED CONSOLIDATING BALANCE SHEET As of September 30, 2018 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Assets Net real estate investments $ 3,634 $ 112,869 $ 20,480,460 $ — $ 20,596,963 Cash and cash equivalents 8,291 — 77,816 — 86,107 Escrow deposits and restricted cash 5,198 128 57,114 — 62,440 Investment in and advances to affiliates 15,421,147 2,726,198 — (18,147,345 ) — Goodwill — — 1,045,877 — 1,045,877 Assets held for sale — — 24,180 — 24,180 Other assets 57,960 6,669 717,757 — 782,386 Total assets $ 15,496,230 $ 2,845,864 $ 22,403,204 $ (18,147,345 ) $ 22,597,953 Liabilities and equity Liabilities: Senior notes payable and other debt $ — $ 8,330,288 $ 2,148,167 $ — $ 10,478,455 Intercompany loans 8,066,423 (5,390,219 ) (2,676,204 ) — — Accrued interest (8,976 ) 66,613 19,246 — 76,883 Accounts payable and other liabilities 355,472 24,843 754,583 — 1,134,898 Liabilities related to assets held for sale — — 14,790 — 14,790 Deferred income taxes 586 — 236,030 — 236,616 Total liabilities 8,413,505 3,031,525 496,612 — 11,941,642 Redeemable OP Unitholder and noncontrolling interests 12,399 — 130,843 — 143,242 Total equity 7,070,326 (185,661 ) 21,775,749 (18,147,345 ) 10,513,069 Total liabilities and equity $ 15,496,230 $ 2,845,864 $ 22,403,204 $ (18,147,345 ) $ 22,597,953 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 14,790,537 2,916,060 — (17,706,597 ) — Goodwill — — 1,034,644 — 1,034,644 Assets held for sale — — 65,413 — 65,413 Other assets 55,934 9,458 508,387 — 573,779 Total assets $ 14,895,260 $ 3,045,154 $ 23,720,724 $ (17,706,597 ) $ 23,954,541 Liabilities and equity Liabilities: Senior notes payable and other debt $ — $ 8,895,641 $ 2,380,421 $ — $ 11,276,062 Intercompany loans 7,838,898 (7,127,547 ) (711,351 ) — — 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 8,210,632 1,870,420 2,782,814 — 12,863,866 Redeemable OP Unitholder and noncontrolling interests 12,237 — 146,253 — 158,490 Total equity 6,672,391 1,174,734 20,791,657 (17,706,597 ) 10,932,185 Total liabilities and equity $ 14,895,260 $ 3,045,154 $ 23,720,724 $ (17,706,597 ) $ 23,954,541 CONDENSED CONSOLIDATING STATEMENT OF INCOME For the Three Months Ended September 30, 2018 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Revenues Rental income $ 275 $ 35,189 $ 348,564 $ — $ 384,028 Resident fees and services — — 518,560 — 518,560 Office building and other services revenue — — 3,288 — 3,288 Income from loans and investments 387 — 17,721 — 18,108 Equity earnings in affiliates 74,048 — (874 ) (73,174 ) — Interest and other income 12,335 8 211 — 12,554 Total revenues 87,045 35,197 887,470 (73,174 ) 936,538 Expenses Interest (19,307 ) 80,255 46,633 — 107,581 Depreciation and amortization 1,365 1,411 215,803 — 218,579 Property-level operating expenses — 77 428,312 — 428,389 Office building services costs — — 431 — 431 General, administrative and professional fees 2,744 4,477 32,456 — 39,677 Loss on extinguishment of debt, net 202 36,219 3,106 — 39,527 Merger-related expenses and deal costs 2,980 — 1,478 — 4,458 Other 28 25 1,191 — 1,244 Total expenses (11,988 ) 122,464 729,410 — 839,886 Income (loss) before unconsolidated entities, income taxes, discontinued operations, real estate dispositions and noncontrolling interests 99,033 (87,267 ) 158,060 (73,174 ) 96,652 Loss from unconsolidated entities — — (716 ) — (716 ) Income tax benefit 2,944 — 4,383 — 7,327 Income (loss) from continuing operations 101,977 (87,267 ) 161,727 (73,174 ) 103,263 (Loss) gain on real estate dispositions (5 ) — 23 — 18 Net income (loss) 101,972 (87,267 ) 161,750 (73,174 ) 103,281 Net income attributable to noncontrolling interests — — 1,309 — 1,309 Net income (loss) attributable to common stockholders $ 101,972 $ (87,267 ) $ 160,441 $ (73,174 ) $ 101,972 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 $ 601 $ 45,447 $ 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 594,857 — 4,151 (599,008 ) — Interest and other income 3 — 168 — 171 Total revenues 595,770 45,447 857,719 (599,008 ) 899,928 Expenses Interest (16,836 ) 82,007 48,698 — 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 100 4,240 28,977 — 33,317 Loss on extinguishment of debt, net — 504 7 — 511 Merger-related expenses and deal costs 360 — 444 — 804 Other 1,626 — 11,404 — 13,030 Total expenses (13,436 ) 88,275 676,724 — 751,563 Income (loss) before unconsolidated entities, income taxes, discontinued operations, real estate dispositions and noncontrolling interests 609,206 (42,828 ) 180,995 (599,008 ) 148,365 Income from unconsolidated entities — — 750 — 750 Income tax benefit 4,771 — 3,044 — 7,815 Income (loss) from continuing operations 613,977 (42,828 ) 184,789 (599,008 ) 156,930 Discontinued operations (19 ) — — — (19 ) Gain on real estate dispositions — 457,952 328 — 458,280 Net income 613,958 415,124 185,117 (599,008 ) 615,191 Net income attributable to noncontrolling interests — — 1,233 — 1,233 Net income attributable to common stockholders $ 613,958 $ 415,124 $ 183,884 $ (599,008 ) $ 613,958 CONDENSED CONSOLIDATING STATEMENT OF INCOME For the Nine Months Ended September 30, 2018 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Revenues Rental income $ 1,132 $ 103,874 $ 1,024,093 $ — $ 1,129,099 Resident fees and services — — 1,552,302 — 1,552,302 Office building and other services revenue — — 10,905 — 10,905 Income from loans and investments 1,150 — 104,556 — 105,706 Equity earnings in affiliates 278,103 — (2,078 ) (276,025 ) — Interest and other income 23,726 8 801 — 24,535 Total revenues 304,111 103,882 2,690,579 (276,025 ) 2,822,547 Expenses Interest (76,297 ) 245,210 163,060 — 331,973 Depreciation and amortization 4,081 4,277 667,005 — 675,363 Property-level operating expenses — 231 1,262,484 — 1,262,715 Office building services costs — — 1,080 — 1,080 General, administrative and professional fees 2,892 13,142 97,473 — 113,507 Loss on extinguishment of debt, net 356 48,815 1,240 — 50,411 Merger-related expenses and deal costs 23,390 — 2,898 — 26,288 Other 4,524 25 3,342 — 7,891 Total expenses (41,054 ) 311,700 2,198,582 — 2,469,228 Income (loss) before unconsolidated entities, income taxes, discontinued operations, real estate dispositions and noncontrolling interests 345,165 (207,818 ) 491,997 (276,025 ) 353,319 Loss from unconsolidated entities — — (47,826 ) — (47,826 ) Income tax benefit 2,606 — 8,697 — 11,303 Income (loss) from continuing operations 347,771 (207,818 ) 452,868 (276,025 ) 316,796 Discontinued operations (10 ) — — — (10 ) (Loss) gain on real estate dispositions (567 ) — 36,460 — 35,893 Net income (loss) 347,194 (207,818 ) 489,328 (276,025 ) 352,679 Net income attributable to noncontrolling interests — — 5,485 — 5,485 Net income (loss) attributable to common stockholders $ 347,194 $ (207,818 ) $ 483,843 $ (276,025 ) $ 347,194 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 909,605 — 3,553 (913,158 ) — Interest and other income 374 — 480 — 854 Total revenues 912,669 141,717 2,537,633 (913,158 ) 2,678,861 Expenses Interest (61,204 ) 238,312 159,137 — 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 412 13,570 86,578 — 100,560 Loss (gain) on extinguishment of debt, net — 942 (86 ) — 856 Merger-related expenses and deal costs 8,007 — 896 — 8,903 Other 1,743 — 14,323 — 16,066 Total expenses (46,902 ) 259,121 2,018,441 — 2,230,660 Income (loss) before unconsolidated entities, income taxes, discontinued operations, real estate dispositions and noncontrolling interests 959,571 (117,404 ) 519,192 (913,158 ) 448,201 Income from unconsolidated entities — — 3,794 — 3,794 Income tax benefit 4,440 — 8,679 — 13,119 Income (loss) from continuing operations 964,011 (117,404 ) 531,665 (913,158 ) 465,114 Discontinued operations (95 ) — — — (95 ) Gain on real estate dispositions — 472,732 29,556 — 502,288 Net income 963,916 355,328 561,221 (913,158 ) 967,307 Net income attributable to noncontrolling interests — — 3,391 — 3,391 Net income attributable to common stockholders $ 963,916 $ 355,328 $ 557,830 $ (913,158 ) $ 963,916 CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME For the Three Months Ended September 30, 2018 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Net income (loss) $ 101,972 $ (87,267 ) $ 161,750 $ (73,174 ) $ 103,281 Other comprehensive income: Foreign currency translation — — (5,018 ) — (5,018 ) Unrealized gain on marketable debt securities — — 5,131 — 5,131 Other — — 2,801 — 2,801 Total other comprehensive income — — 2,914 — 2,914 Comprehensive income (loss) 101,972 (87,267 ) 164,664 (73,174 ) 106,195 Comprehensive income attributable to noncontrolling interests — — 1,309 — 1,309 Comprehensive income (loss) attributable to common stockholders $ 101,972 $ (87,267 ) $ 163,355 $ (73,174 ) $ 104,886 For the Three Months Ended September 30, 2017 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Net income $ 613,958 $ 415,124 $ 185,117 $ (599,008 ) $ 615,191 Other comprehensive income: Foreign currency translation — — 5,239 — 5,239 Unrealized loss on marketable debt securities — — (48 ) — (48 ) Other — — (936 ) — (936 ) Total other comprehensive income — — 4,255 — 4,255 Comprehensive income 613,958 415,124 189,372 (599,008 ) 619,446 Comprehensive income attributable to noncontrolling interests — — 1,233 — 1,233 Comprehensive income attributable to common stockholders $ 613,958 $ 415,124 $ 188,139 $ (599,008 ) $ 618,213 CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME For the Nine Months Ended September 30, 2018 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Net income (loss) $ 347,194 $ (207,818 ) $ 489,328 $ (276,025 ) $ 352,679 Other comprehensive income: Foreign currency translation — — (8,061 ) — (8,061 ) Unrealized gain on marketable debt securities — — 17,816 — 17,816 Other — — 17,418 — 17,418 Total other comprehensive income — — 27,173 — 27,173 Comprehensive income (loss) 347,194 (207,818 ) 516,501 (276,025 ) 379,852 Comprehensive income attributable to noncontrolling interests — — 5,485 — 5,485 Comprehensive income (loss) attributable to common stockholders $ 347,194 $ (207,818 ) $ 511,016 $ (276,025 ) $ 374,367 For the Nine Months Ended September 30, 2017 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Net income $ 963,916 $ 355,328 $ 561,221 $ (913,158 ) $ 967,307 Other comprehensive income: Foreign currency translation — — 17,607 — 17,607 Unrealized loss on marketable debt securities — — (233 ) — (233 ) Other — — (620 ) — (620 ) Total other comprehensive income — — 16,754 — 16,754 Comprehensive income 963,916 355,328 577,975 (913,158 ) 984,061 Comprehensive income attributable to noncontrolling interests — — 3,391 — 3,391 Comprehensive income attributable to common stockholders $ 963,916 $ 355,328 $ 574,584 $ (913,158 ) $ 980,670 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Nine Months Ended September 30, 2018 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Net cash provided by (used in) operating activities $ 30,077 $ (163,311 ) $ 1,150,856 $ — $ 1,017,622 Cash flows from investing activities: Net investment in real estate property (35,800 ) — — — (35,800 ) Investment in loans receivable (3,036 ) — (209,053 ) — (212,089 ) Proceeds from real estate disposals 331,243 — — — 331,243 Proceeds from loans receivable 1,473 — 864,840 — 866,313 Development project expenditures — — (230,348 ) — (230,348 ) Capital expenditures — — (73,025 ) — (73,025 ) Distributions from unconsolidated entities — — 57,430 — 57,430 Investment in unconsolidated entities — — (45,106 ) — (45,106 ) Insurance proceeds for property damage claims — — 6,327 — 6,327 Net cash provided by investing activities 293,880 — 371,065 — 664,945 Cash flows from financing activities: Net change in borrowings under revolving credit facilities — 49,438 (8,146 ) — 41,292 Proceeds from debt — 2,309,141 103,279 — 2,412,420 Repayment of debt — (2,949,456 ) (344,648 ) — (3,294,104 ) Purchase of noncontrolling interests (2,429 ) — — — (2,429 ) Net change in intercompany debt 976,533 769,781 (1,746,314 ) — — Payment of deferred financing costs — (15,593 ) (990 ) — (16,583 ) Cash distribution (to) from affiliates (473,343 ) — 473,343 — — Cash distribution to common stockholders (845,248 ) — — — (845,248 ) Cash distribution to redeemable OP Unitholders — — (5,594 ) — (5,594 ) Cash issued for redemption of OP and Class C Units — — (1,370 ) — (1,370 ) Contributions from noncontrolling interests — — 500 — 500 Distributions to noncontrolling interests — — (9,968 ) — (9,968 ) Other (736 ) — — — (736 ) Net cash (used in) provided by financing activities (345,223 ) 163,311 (1,539,908 ) — (1,721,820 ) Net decrease in cash, cash equivalents and restricted cash (21,266 ) — (17,987 ) — (39,253 ) Effect of foreign currency translation (12,190 ) — 11,737 — (453 ) 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 $ 13,489 $ 128 $ 134,930 $ — $ 148,547 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 $ 60,382 $ (87,781 ) $ 1,109,624 $ — $ 1,082,225 Cash flows from investing activities: Net investment in real estate property (317,785 ) — (28,706 ) — (346,491 ) Investment in loans receivable (2,727 ) — (731,306 ) — (734,033 ) Proceeds from real estate disposals 616,637 — (1,884 ) — 614,753 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 ) Insurance proceeds for property damage claims — — 1,393 — 1,393 Net cash provided by (used in) investing activities 296,161 (604 ) (1,005,967 ) — (710,410 ) 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 743,966 (748,587 ) 4,621 — — 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 (562,534 ) 373,748 188,786 — — Cash distribution to common stockholders (827,285 ) — — — (827,285 ) Cash distribution to redeemable OP Unitholders — — (5,677 ) — (5,677 ) Contributions from noncontrolling interest — — 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 (577,523 ) 87,009 (87,740 ) — (578,254 ) Net (decrease) increase in cash, cash equivalents and restricted cash (220,980 ) (1,376 ) 15,917 — (206,439 ) Effect of foreign currency translation 25,481 — (24,811 ) — 670 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 $ 12,290 $ 128 $ 149,167 $ — $ 161,585 |