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 (“Ventas Canada”). 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’s senior notes. The following pages summarize our condensed consolidating information as of June 30, 2019 and December 31, 2018 and for the three and six months ended June 30, 2019 and 2018 . CONDENSED CONSOLIDATING BALANCE SHEET As of June 30, 2019 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Assets Net real estate investments $ 3,525 $ 110,506 $ 20,862,516 $ — $ 20,976,547 Cash and cash equivalents 470 — 81,517 — 81,987 Escrow deposits and restricted cash 2,081 128 54,100 — 56,309 Investment in and advances to affiliates 15,840,047 2,726,198 — (18,566,245 ) — Goodwill — — 1,050,470 — 1,050,470 Assets held for sale — — 1,754 — 1,754 Other assets 80,041 3,765 738,038 — 821,844 Total assets $ 15,926,164 $ 2,840,597 $ 22,788,395 $ (18,566,245 ) $ 22,988,911 Liabilities and equity Liabilities: Senior notes payable and other debt $ — $ 8,139,280 $ 2,116,812 $ — $ 10,256,092 Intercompany loans 8,454,178 (5,046,440 ) (3,407,738 ) — — Accrued interest (12,038 ) 97,208 26,218 — 111,388 Operating lease liabilities 11,918 520 221,319 — 233,757 Accounts payable and other liabilities 323,156 31,489 783,335 — 1,137,980 Liabilities related to assets held for sale — — 1,216 — 1,216 Deferred income taxes 608 — 148,846 — 149,454 Total liabilities 8,777,822 3,222,057 (109,992 ) — 11,889,887 Redeemable OP unitholder and noncontrolling interests 17,923 — 204,739 — 222,662 Total equity 7,130,419 (381,460 ) 22,693,648 (18,566,245 ) 10,876,362 Total liabilities and equity $ 15,926,164 $ 2,840,597 $ 22,788,395 $ (18,566,245 ) $ 22,988,911 CONDENSED CONSOLIDATING BALANCE SHEET As of December 31, 2018 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Assets Net real estate investments $ 3,598 $ 112,691 $ 20,521,615 $ — $ 20,637,904 Cash and cash equivalents 6,470 — 65,807 — 72,277 Escrow deposits and restricted cash 4,211 128 54,848 — 59,187 Investment in and advances to affiliates 15,656,592 2,726,198 — (18,382,790 ) — Goodwill — — 1,050,548 — 1,050,548 Assets held for sale — — 5,454 — 5,454 Other assets 45,989 4,443 708,753 — 759,185 Total assets $ 15,716,860 $ 2,843,460 $ 22,407,025 $ (18,382,790 ) $ 22,584,555 Liabilities and equity Liabilities: Senior notes payable and other debt $ — $ 8,620,867 $ 2,112,832 $ — $ 10,733,699 Intercompany loans 8,580,896 (5,629,764 ) (2,951,132 ) — — Accrued interest (9,953 ) 85,717 23,903 — 99,667 Accounts payable and other liabilities 319,753 19,178 747,099 — 1,086,030 Liabilities related to assets held for sale — — 205 — 205 Deferred income taxes 608 — 204,611 — 205,219 Total liabilities 8,891,304 3,095,998 137,518 — 12,124,820 Redeemable OP unitholder and noncontrolling interests 13,746 — 174,395 — 188,141 Total equity 6,811,810 (252,538 ) 22,095,112 (18,382,790 ) 10,271,594 Total liabilities and equity $ 15,716,860 $ 2,843,460 $ 22,407,025 $ (18,382,790 ) $ 22,584,555 CONDENSED CONSOLIDATING STATEMENT OF INCOME For the Three Months Ended June 30, 2019 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Revenues Rental income $ 268 $ 35,725 $ 362,577 $ — $ 398,570 Resident fees and services — — 520,725 — 520,725 Office building and other services revenue — — 2,691 — 2,691 Income from loans and investments 736 — 18,793 — 19,529 Equity earnings in affiliates 202,825 — (564 ) (202,261 ) — Interest and other income 9 51 9,142 — 9,202 Total revenues 203,838 35,776 913,364 (202,261 ) 950,717 Expenses Interest (17,672 ) 82,940 45,101 — 110,369 Depreciation and amortization 1,460 1,367 223,360 — 226,187 Property-level operating expenses — 151 435,750 — 435,901 Office building services costs — — 515 — 515 General, administrative and professional fees 7,079 3,685 32,315 — 43,079 Loss on extinguishment of debt, net — 4,022 — — 4,022 Merger-related expenses and deal costs 2,070 — 2,530 — 4,600 Other 263 — (11,744 ) — (11,481 ) Total expenses (6,800 ) 92,165 727,827 — 813,192 Income (loss) before unconsolidated entities, real estate dispositions, income taxes, discontinued operations and noncontrolling interests 210,638 (56,389 ) 185,537 (202,261 ) 137,525 Loss from unconsolidated entities — — (2,529 ) — (2,529 ) Gain on real estate dispositions — — 19,150 — 19,150 Income tax (expense) benefit (109 ) — 57,861 — 57,752 Income (loss) from continuing operations 210,529 (56,389 ) 260,019 (202,261 ) 211,898 Discontinued operations — — — — — Net income (loss) 210,529 (56,389 ) 260,019 (202,261 ) 211,898 Net income attributable to noncontrolling interests — — 1,369 — 1,369 Net income (loss) attributable to common stockholders $ 210,529 $ (56,389 ) $ 258,650 $ (202,261 ) $ 210,529 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, real estate dispositions, income taxes, discontinued operations and noncontrolling interests 167,210 (56,250 ) 171,347 (143,197 ) 139,110 Loss from unconsolidated entities — — (6,371 ) — (6,371 ) (Loss) gain on real estate dispositions (562 ) — 36,389 — 35,827 Income tax (expense) benefit (129 ) — 863 — 734 Income (loss) from continuing operations 166,519 (56,250 ) 202,228 (143,197 ) 169,300 Discontinued operations — — — — — 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 Six Months Ended June 30, 2019 Ventas, Inc. Ventas Ventas Consolidated Consolidated (In thousands) Revenues Rental income $ 534 $ 71,184 $ 728,348 $ — $ 800,066 Resident fees and services — — 1,042,172 — 1,042,172 Office building and other services revenue — — 5,209 — 5,209 Income from loans and investments 1,159 — 35,496 — 36,655 Equity earnings in affiliates 300,660 — (1,126 ) (299,534 ) — Interest and other income 21 80 9,388 — 9,489 Total revenues 302,374 71,264 1,819,487 (299,534 ) 1,893,591 Expenses Interest (38,343 ) 166,034 93,297 — 220,988 Depreciation and amortization 2,812 2,755 456,540 — 462,107 Property-level operating expenses — 313 866,092 — 866,405 Office building services costs — — 1,148 — 1,148 General, administrative and professional fees (1,589 ) 10,153 75,275 — 83,839 Loss on extinguishment of debt, net — 4,427 — — 4,427 Merger-related expenses and deal costs 2,955 — 3,825 — 6,780 Other 6 1 (11,465 ) — (11,458 ) Total expenses (34,159 ) 183,683 1,484,712 — 1,634,236 Income (loss) before unconsolidated entities, real estate dispositions, income taxes, discontinued operations and noncontrolling interests 336,533 (112,419 ) 334,775 (299,534 ) 259,355 Loss from unconsolidated entities — — (3,475 ) — (3,475 ) (Loss) gain on real estate dispositions (1 ) — 24,598 — 24,597 Income tax (expense) benefit (218 ) — 59,227 — 59,009 Income (loss) from continuing operations 336,314 (112,419 ) 415,125 (299,534 ) 339,486 Discontinued operations — — — — — Net income (loss) 336,314 (112,419 ) 415,125 (299,534 ) 339,486 Net income attributable to noncontrolling interests — — 3,172 — 3,172 Net income (loss) attributable to common stockholders $ 336,314 $ (112,419 ) $ 411,953 $ (299,534 ) $ 336,314 CONDENSED CONSOLIDATING STATEMENT OF INCOME For the Six Months Ended June 30, 2018 Ventas, Inc. Ventas Ventas Consolidated 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, real estate dispositions, income taxes, discontinued operations and noncontrolling interests 246,130 (120,551 ) 333,937 (202,849 ) 256,667 Loss from unconsolidated entities — — (47,110 ) — (47,110 ) (Loss) gain on real estate dispositions (560 ) — 36,435 — 35,875 Income tax (expense) benefit (338 ) — 4,314 — 3,976 Income (loss) from continuing operations 245,232 (120,551 ) 327,576 (202,849 ) 249,408 Discontinued operations (10 ) — — — (10 ) 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 STATEMENTS OF COMPREHENSIVE INCOME For the Three Months Ended June 30, 2019 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Net income (loss) $ 210,529 $ (56,389 ) $ 260,019 $ (202,261 ) $ 211,898 Other comprehensive loss: Foreign currency translation (8,211 ) — (375 ) — (8,586 ) Unrealized loss on available for sale securities (1,987 ) — (408 ) — (2,395 ) Derivative instruments 1,723 (14,342 ) (4,006 ) — (16,625 ) Total other comprehensive loss (8,475 ) (14,342 ) (4,789 ) — (27,606 ) Comprehensive income (loss) 202,054 (70,731 ) 255,230 (202,261 ) 184,292 Comprehensive income attributable to noncontrolling interests — — 1,369 — 1,369 Comprehensive income (loss) attributable to common stockholders $ 202,054 $ (70,731 ) $ 253,861 $ (202,261 ) $ 182,923 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: Foreign currency translation — — (15,246 ) — (15,246 ) Unrealized gain on available for sale securities — — 12,857 — 12,857 Derivative instruments — — 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 CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME For the Six Months Ended June 30, 2019 Ventas, Inc. Ventas Ventas Consolidated Consolidated (In thousands) Net income (loss) $ 336,314 $ (112,419 ) $ 415,125 $ (299,534 ) $ 339,486 Other comprehensive (loss) income: Foreign currency translation (1,652 ) — (3,107 ) — (4,759 ) Unrealized (loss) gain on available for sale securities (1,987 ) — 8,883 — 6,896 Other 1,723 (18,391 ) (5,395 ) — (22,063 ) Total other comprehensive (loss) income (1,916 ) (18,391 ) 381 — (19,926 ) Comprehensive income (loss) 334,398 (130,810 ) 415,506 (299,534 ) 319,560 Comprehensive income attributable to noncontrolling interests — — 3,172 — 3,172 Comprehensive income (loss) attributable to common stockholders $ 334,398 $ (130,810 ) $ 412,334 $ (299,534 ) $ 316,388 For the Six Months Ended June 30, 2018 Ventas, Inc. Ventas Ventas Consolidated Consolidated (In thousands) Net income $ 245,222 $ (120,551 ) $ 327,576 $ (202,849 ) $ 249,398 Other comprehensive income: Foreign currency translation — — (3,043 ) — (3,043 ) Unrealized gain on available for sale 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 attributable to common stockholders $ 245,222 $ (120,551 ) $ 347,659 $ (202,849 ) $ 269,481 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Six Months Ended June 30, 2019 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Net cash provided by (used in) operating activities $ 4,253 $ (90,987 ) $ 815,953 $ — $ 729,219 Cash flows from investing activities: Net investment in real estate property (208,039 ) — — — (208,039 ) Investment in loans receivable (19,115 ) — (488,033 ) — (507,148 ) Proceeds from real estate disposals 74,095 — 310 — 74,405 Proceeds from loans receivable 33 — 289,624 — 289,657 Development project expenditures — — (114,226 ) — (114,226 ) Capital expenditures — — (58,381 ) — (58,381 ) Investment in unconsolidated entities — — (934 ) — (934 ) Insurance proceeds for property damage claims — — 16,939 — 16,939 Net cash used in investing activities (153,026 ) — (354,701 ) — (507,727 ) Cash flows from financing activities: Net change in borrowings under revolving credit facilities — (497,265 ) (9,286 ) — (506,551 ) Net change in borrowings under commercial paper program — 269,810 — — 269,810 Proceeds from debt — 698,822 14,112 — 712,934 Repayment of debt — (958,756 ) (38,305 ) — (997,061 ) Net change in intercompany debt (175,619 ) 585,213 (409,594 ) — — Payment of deferred financing costs — (6,837 ) — — (6,837 ) Issuance of common stock, net 866,033 — — — 866,033 Cash distribution to common stockholders (567,142 ) — — — (567,142 ) Cash distribution to redeemable OP unitholders — — (4,551 ) — (4,551 ) Contributions from noncontrolling interests — — 3,594 — 3,594 Distributions to noncontrolling interests — — (4,103 ) — (4,103 ) Proceeds from stock option exercises 25,738 — — — 25,738 Other (6,727 ) — (5 ) — (6,732 ) Net cash provided by (used in) financing activities 142,283 90,987 (448,138 ) — (214,868 ) Net (decrease) increase in cash, cash equivalents and restricted cash (6,490 ) — 13,114 — 6,624 Effect of foreign currency translation (1,640 ) — 1,848 — 208 Cash, cash equivalents and restricted cash at beginning of period 10,681 128 120,655 — 131,464 Cash, cash equivalents and restricted cash at end of period $ 2,551 $ 128 $ 135,617 $ — $ 138,296 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 facility — (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 Units — — (975 ) — (975 ) Distributions to noncontrolling interests — — (7,808 ) — (7,808 ) Proceeds from stock option exercises 2,325 — — — 2,325 Other (4,320 ) — — — (4,320 ) 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 |