CONDENSED CONSOLIDATING INFORMATION (Unaudited) | NOTE 17—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 September 30, 2019 and December 31, 2018 and for the three and nine months ended September 30, 2019 and 2018 . CONDENSED CONSOLIDATING BALANCE SHEET As of September 30, 2019 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Assets Net real estate investments $ 3,488 $ 109,211 $ 22,574,958 $ — $ 22,687,657 Cash and cash equivalents 17,632 — 130,431 — 148,063 Escrow deposits and restricted cash 1,328 128 59,077 — 60,533 Investment in and advances to affiliates 15,895,610 2,726,198 — (18,621,808 ) — Goodwill — — 1,049,985 — 1,049,985 Assets held for sale — — 4,520 — 4,520 Other assets 92,361 2,198 758,236 — 852,795 Total assets $ 16,010,419 $ 2,837,735 $ 24,577,207 $ (18,621,808 ) $ 24,803,553 Liabilities and equity Liabilities: Senior notes payable and other debt $ — $ 8,256,489 $ 3,796,695 $ — $ 12,053,184 Intercompany loans 8,741,304 (5,038,388 ) (3,702,916 ) — — Accrued interest (13,265 ) 72,477 26,002 — 85,214 Operating lease liabilities 11,285 520 237,432 — 249,237 Accounts payable and other liabilities 333,433 22,084 838,645 — 1,194,162 Liabilities related to assets held for sale — 569 962 — 1,531 Deferred income taxes 608 — 146,916 — 147,524 Total liabilities 9,073,365 3,313,751 1,343,736 — 13,730,852 Redeemable OP unitholder and noncontrolling interests 18,433 — 218,359 — 236,792 Total equity 6,918,621 (476,016 ) 23,015,112 (18,621,808 ) 10,835,909 Total liabilities and equity $ 16,010,419 $ 2,837,735 $ 24,577,207 $ (18,621,808 ) $ 24,803,553 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 September 30, 2019 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Revenues Rental income $ 270 $ 35,852 $ 372,200 $ — $ 408,322 Resident fees and services — — 541,090 — 541,090 Office building and other services revenue — — 2,959 — 2,959 Income from loans and investments 817 — 29,347 — 30,164 Equity earnings in affiliates 69,503 — (853 ) (68,650 ) — Interest and other income 141 64 415 — 620 Total revenues 70,731 35,916 945,158 (68,650 ) 983,155 Expenses Interest (25,929 ) 79,156 60,740 — 113,967 Depreciation and amortization 1,429 1,328 231,846 — 234,603 Property-level operating expenses — 136 461,357 — 461,493 Office building services costs — — 627 — 627 General, administrative and professional fees 6,174 3,433 30,923 — 40,530 Loss on extinguishment of debt, net — 37,434 — — 37,434 Merger-related expenses and deal costs 1,974 — 2,330 — 4,304 Other 1,030 2 1,132 — 2,164 Total expenses (15,322 ) 121,489 788,955 — 895,122 Income (loss) before unconsolidated entities, real estate dispositions, income taxes, discontinued operations and noncontrolling interests 86,053 (85,573 ) 156,203 (68,650 ) 88,033 Gain from unconsolidated entities — — 854 — 854 Gain (loss) on real estate dispositions — 88 (52 ) — 36 Income tax expense (794 ) — (1,211 ) — (2,005 ) Income (loss) from continuing operations 85,259 (85,485 ) 155,794 (68,650 ) 86,918 Discontinued operations — — — — — Net income (loss) 85,259 (85,485 ) 155,794 (68,650 ) 86,918 Net income attributable to noncontrolling interests — — 1,659 — 1,659 Net income (loss) attributable to common stockholders $ 85,259 $ (85,485 ) $ 154,135 $ (68,650 ) $ 85,259 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, real estate dispositions, income taxes, discontinued operations and noncontrolling interests 99,033 (87,267 ) 158,060 (73,174 ) 96,652 Loss from unconsolidated entities — — (716 ) — (716 ) (Loss) gain on real estate dispositions (5 ) — 23 — 18 Income tax benefit 2,944 — 4,383 — 7,327 Income (loss) from continuing operations 101,972 (87,267 ) 161,750 (73,174 ) 103,281 Discontinued operations — — — — — 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 Nine Months Ended September 30, 2019 Ventas, Inc. Ventas Ventas Consolidated Consolidated (In thousands) Revenues Rental income $ 804 $ 107,036 $ 1,100,548 $ — $ 1,208,388 Resident fees and services — — 1,583,262 — 1,583,262 Office building and other services revenue — — 8,168 — 8,168 Income from loans and investments 1,975 — 64,844 — 66,819 Equity earnings in affiliates 370,164 — (1,980 ) (368,184 ) — Interest and other income 162 144 9,803 — 10,109 Total revenues 373,105 107,180 2,764,645 (368,184 ) 2,876,746 Expenses Interest (64,272 ) 245,189 154,038 — 334,955 Depreciation and amortization 4,241 4,083 688,386 — 696,710 Property-level operating expenses — 449 1,327,449 — 1,327,898 Office building services costs — — 1,775 — 1,775 General, administrative and professional fees 4,586 13,586 106,197 — 124,369 Loss (gain) on extinguishment of debt, net — 41,862 (1 ) — 41,861 Merger-related expenses and deal costs 4,929 — 6,155 — 11,084 Other 1,036 2 (10,332 ) — (9,294 ) Total expenses (49,480 ) 305,171 2,273,667 — 2,529,358 Income (loss) before unconsolidated entities, real estate dispositions, income taxes, discontinued operations and noncontrolling interests 422,585 (197,991 ) 490,978 (368,184 ) 347,388 Loss from unconsolidated entities — — (2,621 ) — (2,621 ) Gain on real estate dispositions — 88 24,545 — 24,633 Income tax (expense) benefit (1,012 ) — 58,016 — 57,004 Income (loss) from continuing operations 421,573 (197,903 ) 570,918 (368,184 ) 426,404 Discontinued operations — — — — — Net income (loss) 421,573 (197,903 ) 570,918 (368,184 ) 426,404 Net income attributable to noncontrolling interests — — 4,831 — 4,831 Net income (loss) attributable to common stockholders $ 421,573 $ (197,903 ) $ 566,087 $ (368,184 ) $ 421,573 CONDENSED CONSOLIDATING STATEMENT OF INCOME For the Nine Months Ended September 30, 2018 Ventas, Inc. Ventas Ventas Consolidated 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, real estate dispositions, income taxes, discontinued operations and noncontrolling interests 345,165 (207,818 ) 491,997 (276,025 ) 353,319 Loss from unconsolidated entities — — (47,826 ) — (47,826 ) (Loss) gain on real estate dispositions (567 ) — 36,460 — 35,893 Income tax benefit 2,606 — 8,697 — 11,303 Income (loss) from continuing operations 347,204 (207,818 ) 489,328 (276,025 ) 352,689 Discontinued operations (10 ) — — — (10 ) 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 STATEMENTS OF COMPREHENSIVE INCOME For the Three Months Ended September 30, 2019 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Net income (loss) $ 85,259 $ (85,485 ) $ 155,794 $ (68,650 ) $ 86,918 Other comprehensive loss: Foreign currency translation (9,824 ) — 2,813 — (7,011 ) Unrealized loss on available for sale securities (259 ) — (2,903 ) — (3,162 ) Derivative instruments 799 (9,070 ) (1,742 ) — (10,013 ) Total other comprehensive loss (9,284 ) (9,070 ) (1,832 ) — (20,186 ) Comprehensive income (loss) 75,975 (94,555 ) 153,962 (68,650 ) 66,732 Comprehensive income attributable to noncontrolling interests — — 1,659 — 1,659 Comprehensive income (loss) attributable to common stockholders $ 75,975 $ (94,555 ) $ 152,303 $ (68,650 ) $ 65,073 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 available for sale securities — — 5,131 — 5,131 Derivative instruments — — 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 CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME For the Nine Months Ended September 30, 2019 Ventas, Inc. Ventas Ventas Consolidated Consolidated (In thousands) Net income (loss) $ 421,573 $ (197,903 ) $ 570,918 $ (368,184 ) $ 426,404 Other comprehensive loss: Foreign currency translation (11,476 ) — (294 ) — (11,770 ) Unrealized (loss) gain on available for sale securities (2,246 ) — 5,980 — 3,734 Derivative instruments 2,522 (27,461 ) (7,137 ) — (32,076 ) Total other comprehensive loss (11,200 ) (27,461 ) (1,451 ) — (40,112 ) Comprehensive income (loss) 410,373 (225,364 ) 569,467 (368,184 ) 386,292 Comprehensive income attributable to noncontrolling interests — — 4,831 — 4,831 Comprehensive income (loss) attributable to common stockholders $ 410,373 $ (225,364 ) $ 564,636 $ (368,184 ) $ 381,461 For the Nine Months Ended September 30, 2018 Ventas, Inc. Ventas Ventas Consolidated 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 available for sale securities — — 17,816 — 17,816 Derivative instruments — — 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 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Nine Months Ended September 30, 2019 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Net cash provided by (used in) operating activities $ 19,196 $ (158,086 ) $ 1,222,438 $ — $ 1,083,548 Cash flows from investing activities: Net investment in real estate property (217,486 ) — (722,319 ) — (939,805 ) Investment in loans receivable (21,579 ) — (1,235,998 ) — (1,257,577 ) Proceeds from real estate disposals 77,245 — 310 — 77,555 Proceeds from loans receivable 44 — 1,008,639 — 1,008,683 Development project expenditures — (169 ) (229,676 ) — (229,845 ) Capital expenditures — — (99,787 ) — (99,787 ) Distributions from unconsolidated entities — — 151 — 151 Investment in unconsolidated entities — — (1,711 ) — (1,711 ) Insurance proceeds for property damage claims — — 20,457 — 20,457 Net cash used in investing activities (161,776 ) (169 ) (1,259,934 ) — (1,421,879 ) Cash flows from financing activities: Net change in borrowings under revolving credit facilities — (407,381 ) 686,058 — 278,677 Net change in borrowings under commercial paper program — 304,508 — — 304,508 Proceeds from debt — 1,793,154 413,423 — 2,206,577 Repayment of debt — (2,109,880 ) (346,255 ) — (2,456,135 ) Net change in intercompany debt 54,413 594,202 (648,615 ) — — Payment of deferred financing costs — (16,348 ) (1,519 ) — (17,867 ) Issuance of common stock, net 942,250 — — — 942,250 Cash distribution to common stockholders (861,789 ) — — — (861,789 ) Cash distribution to redeemable OP unitholders — — (6,882 ) — (6,882 ) Cash issued for redemption of OP Units — — (361 ) — (361 ) Contributions from noncontrolling interests — — 4,959 — 4,959 Distributions to noncontrolling interests — — (6,403 ) — (6,403 ) Proceeds from stock option exercises 34,134 — — — 34,134 Other (6,592 ) — (9 ) — (6,601 ) Net cash provided by financing activities 162,416 158,255 94,396 — 415,067 Net increase in cash, cash equivalents and restricted cash 19,836 — 56,900 — 76,736 Effect of foreign currency translation (11,557 ) — 11,953 — 396 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 $ 18,960 $ 128 $ 189,508 $ — $ 208,596 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 and other (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 facility — 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 Units — — (1,370 ) — (1,370 ) Contributions from noncontrolling interest — — 500 — 500 Distributions to noncontrolling interests — — (9,968 ) — (9,968 ) Proceeds from stock option exercises 4,238 — — — 4,238 Other (4,974 ) — — — (4,974 ) 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 |