NOTE 17—CONDENSED CONSOLIDATING INFORMATION (Unaudited)

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, Limited Partnership (“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. Certain of our real estate assets are also subject to mortgages.

The following summarizes our condensed consolidating information as of September 30, 2016 and December 31, 2015 and for the three and nine months ended September 30, 2016 and 2015:

CONDENSED CONSOLIDATING BALANCE SHEET

As of September 30, 2016



	Ventas, Inc.		Ventas Realty			Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Assets
Net real estate investments	$	2,027	$	177,952		$	21,340,900		$	—		$	21,520,879
Cash and cash equivalents	12,039		—			77,240			—			89,279
Escrow deposits and restricted cash	198		1,437			87,886			—			89,521
Investment in and advances to affiliates	14,476,749		2,994,463			—			(17,471,212		)	—
Goodwill	—		—			1,043,075			—			1,043,075
Assets held for sale	5		1,624			193,623			—			195,252
Other assets	46,116		3,161			438,981			—			488,258
Total assets	$	14,537,134	$	3,178,637		$	23,181,705		$	(17,471,212	)	$	23,426,264
Liabilities and equity
Liabilities:
Senior notes payable and other debt	$	—	$	8,480,339		$	2,771,988		$	—		$	11,252,327
Intercompany loans	6,971,785		(6,324,940		)	(646,845		)	—			—
Accrued interest	—		55,924			14,866			—			70,790
Accounts payable and other liabilities	91,143		40,732			798,228			—			930,103
Liabilities held for sale	—		1,479			76,129			—			77,608
Deferred income taxes	315,713		—			—			—			315,713
Total liabilities	7,378,641		2,253,534			3,014,366			—			12,646,541
Redeemable OP unitholder and noncontrolling interests	—		—			209,278			—			209,278
Total equity	7,158,493		925,103			19,958,061			(17,471,212		)	10,570,445
Total liabilities and equity	$	14,537,134	$	3,178,637		$	23,181,705		$	(17,471,212	)	$	23,426,264

CONDENSED CONSOLIDATING BALANCE SHEET

As of December 31, 2015



	Ventas, Inc.		Ventas Realty			Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Assets
Net real estate investments	$	5,798	$	195,015		$	20,377,226		$	—		$	20,578,039
Cash and cash equivalents	11,733		—			41,290			—			53,023
Escrow deposits and restricted cash	7,154		1,644			69,098			—			77,896
Investment in and advances to affiliates	12,989,643		3,545,183			—			(16,534,826		)	—
Goodwill	—		—			1,047,497			—			1,047,497
Assets held for sale	—		4,488			88,572			—			93,060
Other assets	17,869		4,182			390,352			—			412,403
Total assets	$	13,032,197	$	3,750,512		$	22,014,035		$	(16,534,826	)	$	22,261,918
Liabilities and equity
Liabilities:
Senior notes payable and other debt	$	—	$	8,370,670		$	2,836,326		$	—		$	11,206,996
Intercompany loans	7,294,158		(6,571,512		)	(722,646		)	—			—
Accrued interest	—		64,561			16,303			—			80,864
Accounts payable and other liabilities	68,604		45,226			665,550			—			779,380
Liabilities held for sale	—		44			34,296			—			34,340
Deferred income taxes	338,382		—			—			—			338,382
Total liabilities	7,701,144		1,908,989			2,829,829			—			12,439,962
Redeemable OP unitholder and noncontrolling interests	—		—			196,529			—			196,529
Total equity	5,331,053		1,841,523			18,987,677			(16,534,826		)	9,625,427
Total liabilities and equity	$	13,032,197	$	3,750,512		$	22,014,035		$	(16,534,826	)	$	22,261,918

CONDENSED CONSOLIDATING STATEMENT OF INCOME

For the Three Months Ended September 30, 2016



	Ventas, Inc.			Ventas Realty			Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Revenues:
Rental income	$	585		$	49,652		$	318,460		$	—		$	368,697
Resident fees and services	—			—			461,974			—			461,974
Office building and other services revenue	401			—			3,916			—			4,317
Income from loans and investments	82			—			31,484			—			31,566
Equity earnings in affiliates	143,782			—			(281		)	(143,501		)	—
Interest and other income	476			—			86			—			562
Total revenues	145,326			49,652			815,639			(143,501		)	867,116
Expenses:
Interest	(11,779		)	70,371			46,471			—			105,063
Depreciation and amortization	1,414			2,833			204,140			—			208,387
Property-level operating expenses	—			80			361,037			—			361,117
Office building services costs	—			—			974			—			974
General, administrative and professional fees	(1,359		)	4,940			27,986			—			31,567
(Gain) loss on extinguishment of debt, net	(58		)	340			101			—			383
Merger-related expenses and deal costs	15,952			—			265			—			16,217
Other	(21		)	4			2,447			—			2,430
Total expenses	4,149			78,568			643,421			—			726,138
Income (loss) from continuing operations before unconsolidated entities, income taxes, real estate dispositions and noncontrolling interest	141,177			(28,916		)	172,218			(143,501		)	140,978
Income from unconsolidated entities	—			783			148			—			931
Income tax benefit	8,537			—			—			—			8,537
Income (loss) from continuing operations	149,714			(28,133		)	172,366			(143,501		)	150,446
Discontinued operations	(118		)	—			—			—			(118		)
Loss on real estate dispositions	(144		)	—			—			—			(144		)
Net income (loss)	149,452			(28,133		)	172,366			(143,501		)	150,184
Net income attributable to noncontrolling interest	—			—			732			—			732
Net income (loss) attributable to common stockholders	$	149,452		$	(28,133	)	$	171,634		$	(143,501	)	$	149,452

CONDENSED CONSOLIDATING STATEMENT OF INCOME

For the Three Months Ended September 30, 2015



	Ventas, Inc.			Ventas Realty			Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Revenues:
Rental income	$	916		$	49,425		$	293,442		$	—		$	343,783
Resident fees and services	—			—			454,825			—			454,825
Office building and other services revenue	293			—			9,707			—			10,000
Income from loans and investments	50			180			18,694			—			18,924
Equity earnings in affiliates	99,873			—			(243		)	(99,630		)	—
Interest and other income	106			(2		)	(30		)	—			74
Total revenues	101,238			49,603			776,395			(99,630		)	827,606
Expenses:
Interest	(10,788		)	67,521			40,402			—			97,135
Depreciation and amortization	1,347			3,455			221,530			—			226,332
Property-level operating expenses	—			81			347,764			—			347,845
Office building services costs	—			—			6,416			—			6,416
General, administrative and professional fees	(678		)	5,225			27,567			—			32,114
Loss on extinguishment of debt, net	—			4,523			10,808			—			15,331
Merger-related expenses and deal costs	62,007						138			—			62,145
Other	271			5			4,519			—			4,795
Total expenses	52,159			80,810			659,144			—			792,113
Income (loss) from continuing operations before unconsolidated entities, income taxes, real estate dispositions and noncontrolling interest	49,079			(31,207		)	117,251			(99,630		)	35,493
Loss from unconsolidated entities	—			(469		)	(486		)	—			(955		)
Income tax benefit	10,697			—			—			—			10,697
Income (loss) from continuing operations	59,776			(31,676		)	116,765			(99,630		)	45,235
Discontinued operations	(37,189		)	7,371			7,435			—			(22,383		)
Gain on real estate dispositions	265			—			—			—			265
Net income (loss)	22,852			(24,305		)	124,200			(99,630		)	23,117
Net income attributable to noncontrolling interest	—			—			265			—			265
Net income (loss) attributable to common stockholders	$	22,852		$	(24,305	)	$	123,935		$	(99,630	)	$	22,852

CONDENSED CONSOLIDATING STATEMENT OF INCOME

For the Nine Months Ended September 30, 2016



	Ventas, Inc.			Ventas Realty			Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Revenues:
Rental income	$	2,084		$	147,795		$	931,647		$	—		$	1,081,526
Resident fees and services	—			—			1,390,387			—			1,390,387
Office building and other services revenue	1,605			—			15,401			—			17,006
Income from loans and investments	82			—			78,016			—			78,098
Equity earnings in affiliates	376,570			—			(913		)	(375,657		)	—
Interest and other income	546			—			246			—			792
Total revenues	380,887			147,795			2,414,784			(375,657		)	2,567,809
Expenses:
Interest	(33,668		)	207,961			137,708			—			312,001
Depreciation and amortization	7,549			15,614			643,572			—			666,735
Property-level operating expenses	—			236			1,069,058			—			1,069,294
Office building services costs	—			—			6,277			—			6,277
General, administrative and professional fees	872			13,657			80,858			—			95,387
Loss on extinguishment of debt, net	—			2,772			393			—			3,165
Merger-related expenses and deal costs	24,067			—			1,006			—			25,073
Other	4			8			8,889			—			8,901
Total expenses	(1,176		)	240,248			1,947,761			—			2,186,833
Income (loss) from continuing operations before unconsolidated entities, income taxes, real estate dispositions and noncontrolling interest	382,063			(92,453		)	467,023			(375,657		)	380,976
Income from unconsolidated entities	—			1,230			921			—			2,151
Income tax benefit	28,507			—			—			—			28,507
Income (loss) from continuing operations	410,570			(91,223		)	467,944			(375,657		)	411,634
Discontinued operations	(755		)	—			—			—			(755		)
Gain on real estate dispositions	31,779			—			—			—			31,779
Net income (loss)	441,594			(91,223		)	467,944			(375,657		)	442,658
Net income attributable to noncontrolling interest	—			—			1,064			—			1,064
Net income (loss) attributable to common stockholders	$	441,594		$	(91,223	)	$	466,880		$	(375,657	)	$	441,594

CONDENSED CONSOLIDATING STATEMENT OF INCOME

For the Nine Months Ended September 30, 2015



	Ventas, Inc.			Ventas Realty			Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Revenues:
Rental income	$	2,747		$	148,833		$	840,298		$	—		$	991,878
Resident fees and services	—			—			1,356,384			—			1,356,384
Office building and other services revenue	293			—			29,658			—			29,951
Income from loans and investments	8,655			483			57,054			—			66,192
Equity earnings in affiliates	360,988			—			(383		)	(360,605		)	—
Interest and other income	482			(6		)	243			—			719
Total revenues	373,165			149,310			2,283,254			(360,605		)	2,445,124
Expenses:
Interest	(27,548		)	189,716			101,254			—			263,422
Depreciation and amortization	4,047			11,394			641,821			—			657,262
Property-level operating expenses	—			285			1,031,021			—			1,031,306
Office building services costs	—			—			19,098			—			19,098
General, administrative and professional fees	(598		)	16,640			84,357			—			100,399
Loss on extinguishment of debt, net	—			4,523			10,374			—			14,897
Merger-related expenses and deal costs	101,306			75			3,642			—			105,023
Other	453			49			13,446			—			13,948
Total expenses	77,660			222,682			1,905,013			—			2,205,355
Income (loss) from continuing operations before unconsolidated entities, income taxes, real estate dispositions and noncontrolling interest	295,505			(73,372		)	378,241			(360,605		)	239,769
Income (loss) from unconsolidated entities	—			291			(1,488		)	—			(1,197		)
Income tax benefit	27,736			—			—			—			27,736
Income (loss) from continuing operations	323,241			(73,081		)	376,753			(360,605		)	266,308
Discontinued operations	(44,546		)	34,748			23,232			—			13,434
Gain on real estate dispositions	14,420			—			—			—			14,420
Net income (loss)	293,115			(38,333		)	399,985			(360,605		)	294,162
Net income attributable to noncontrolling interest	—			—			1,047			—			1,047
Net income (loss) attributable to common stockholders	$	293,115		$	(38,333	)	$	398,938		$	(360,605	)	$	293,115

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

For the Three Months Ended September 30, 2016



	Ventas, Inc.			Ventas Realty			Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Net income (loss)	$	149,452		$	(28,133	)	$	172,366		$	(143,501	)	150,184
Other comprehensive loss:
Foreign currency translation	—			—			(6,421		)	—			(6,421		)
Change in unrealized gain on marketable securities	(92		)	—			—			—			(92		)
Other	—			—			1,094			—			1,094
Total other comprehensive loss	(92		)	—			(5,327		)	—			(5,419		)
Comprehensive income (loss)	149,360			(28,133		)	167,039			(143,501		)	144,765
Comprehensive income attributable to noncontrolling interest	—			—			732			—			732
Comprehensive income (loss) attributable to common stockholders	$	149,360		$	(28,133	)	$	166,307		$	(143,501	)	$	144,033

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

For the Three Months Ended September 30, 2015



	Ventas, Inc.		Ventas Realty			Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Net income (loss)	$	22,852	$	(24,305	)	$	124,200		$	(99,630	)	$	23,117
Other comprehensive loss:
Foreign currency translation	—		—			(11,239		)	—			(11,239		)
Other	—		—			467			—			467
Total other comprehensive loss	—		—			(10,772		)	—			(10,772		)
Comprehensive income (loss)	22,852		(24,305		)	113,428			(99,630		)	12,345
Comprehensive income attributable to noncontrolling interest	—		—			265			—			265
Comprehensive income (loss) attributable to common stockholders	$	22,852	$	(24,305	)	$	113,163		$	(99,630	)	$	12,080

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

For the Nine Months Ended September 30, 2016



	Ventas, Inc.		Ventas Realty (1)			Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Net income (loss)	$	441,594	$	(91,223	)	$	467,944		$	(375,657	)	442,658
Other comprehensive income (loss):
Foreign currency translation	—		—			(39,804		)	—			(39,804		)
Change in unrealized gain on marketable securities	158		—			—			—			158
Other	—		—			(2,403		)	—			(2,403		)
Total other comprehensive income (loss)	158		—			(42,207		)	—			(42,049		)
Comprehensive income (loss)	441,752		(91,223		)	425,737			(375,657		)	400,609
Comprehensive income attributable to noncontrolling interest	—		—			1,064			—			1,064
Comprehensive income (loss) attributable to common stockholders	$	441,752	$	(91,223	)	$	424,673		$	(375,657	)	$	399,545

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

For the Nine Months Ended September 30, 2015



	Ventas, Inc.			Ventas Realty			Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Net income (loss)	$	293,115		$	(38,333	)	$	399,985		$	(360,605	)	294,162
Other comprehensive loss:
Foreign currency translation	—			—			(7,718		)	—			(7,718		)
Change in unrealized gain on marketable securities	(5,046		)	—			—			—			(5,046		)
Other	—			—			(949		)	—			(949		)
Total other comprehensive loss	(5,046		)	—			(8,667		)	—			(13,713		)
Comprehensive income (loss)	288,069			(38,333		)	391,318			(360,605		)	280,449
Comprehensive income attributable to noncontrolling interest	—			—			1,047			—			1,047
Comprehensive income (loss) attributable to common stockholders	$	288,069		$	(38,333	)	$	390,271		$	(360,605	)	$	279,402

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Nine Months Ended September 30, 2016



	Ventas, Inc.			Ventas Realty			Ventas Subsidiaries			Consolidated Elimination		Consolidated
	(In thousands)
Net cash provided by (used in) operating activities	$	39,559		$	(73,856	)	$	1,035,567		$	—	$	1,001,270

Cash flows from investing activities:
Net investment in real estate property	(1,440,710		)	—			19,118			—		(1,421,592		)
Proceeds from loans receivable	—			—			194,063			—		194,063
Investment in loans receivable and other	—			—			(154,949		)	—		(154,949		)
Proceeds from real estate disposals	20,441			—			43,120			—		63,561
Capital expenditures	—			(18		)	(75,278		)	—		(75,296		)
Development project expenditures	—			—			(94,398		)	—		(94,398		)
Other	—			—			(6,175		)	—		(6,175		)
Net cash used in investing activities	(1,420,269		)	(18		)	(74,499		)	—		(1,494,786		)

Cash flows from financing activities:
Net change in borrowings under revolving credit facility	—			(94,000		)	140,728			—		46,728
Proceeds from debt	—			846,521			30,096			—		876,617
Repayment of debt	—			(651,820		)	(264,685		)	—		(916,505		)
Purchase of noncontrolling interest	—			—			(1,604		)	—		(1,604		)
Net change in intercompany debt	877,609			(32,967		)	(844,642		)	—		—
Payment of deferred financing costs	—			(5,485		)	(662		)	—		(6,147		)
Issuance of common stock, net	1,265,702			—			—			—		1,265,702
Cash distribution from (to) affiliates	7,859			11,625			(19,484		)	—		—
Cash distribution to common stockholders	(750,402		)	—			—			—		(750,402		)
Cash distribution to redeemable OP unitholders	—			—			(6,486		)	—		(6,486		)
Contributions from noncontrolling interest	—			—			5,926			—		5,926
Distributions to noncontrolling interest	—			—			(5,121		)	—		(5,121		)
Other	21,507			—			—			—		21,507
Net cash provided by (used in) financing activities	1,422,275			73,874			(965,934		)	—		530,215
Net increase (decrease) in cash and cash equivalents	41,565			—			(4,866		)	—		36,699
Effect of foreign currency translation on cash and cash equivalents	(41,259		)	—			40,816			—		(443		)
Cash and cash equivalents at beginning of period	11,733			—			41,290			—		53,023
Cash and cash equivalents at end of period	$	12,039		$	—		$	77,240		$	—	$	89,279

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Nine Months Ended September 30, 2015



	Ventas, Inc.			Ventas Realty			Ventas Subsidiaries			Consolidated Elimination		Consolidated
	(In thousands)
Net cash (used in) provided by operating activities	$	(103,734	)	$	31,319		$	1,094,460		$	—	$	1,022,045

Cash flows from investing activities:
Net investment in real estate property	(2,556,988		)	—			—			—		(2,556,988		)
Proceeds from loans receivable	—			—			106,909			—		106,909
Investment in loans receivable and other	—			—			(74,386		)	—		(74,386		)
Funds held in escrow for future development expenditures	—			—			4,003			—		4,003
Proceeds from real estate disposals	409,633			—			—			—		409,633
Proceeds from sale or maturity of marketable securities	76,800			—			—			—		76,800
Capital expenditures	—			(15,731		)	(60,081		)	—		(75,812		)
Development capital expenditures	—			—			(90,458		)	—		(90,458		)
Investment in unconsolidated operating entity	(26,282		)	—			—			—		(26,282		)
Other	—			—			(27,984		)	—		(27,984		)
Net cash used in investing activities	(2,096,837		)	(15,731		)	(141,997		)	—		(2,254,565		)

Cash flows from financing activities:
Net change in borrowings under revolving credit facility	—			(658,000		)	(132,406		)	—		(790,406		)
Net cash impact of CCP Spin-Off	1,273,000			—			(1,401,749		)	—		(128,749		)
Proceeds from debt	—			2,292,568			218,493			—		2,511,061
Proceeds from debt related to CCP Spin-Off	—			—			1,400,000			—		1,400,000
Repayment of debt	—			(705,000		)	(624,070		)	—		(1,329,070		)
Net change in intercompany debt	1,495,355			(946,310		)	(549,045		)	—		—
Purchase of noncontrolling interest	—			—			(3,819		)	—		(3,819		)
Payment of deferred financing costs	—			(21,932		)	(1,961		)	—		(23,893		)
Issuance of common stock, net	417,818			—			—			—		417,818
Cash distribution (to) from affiliates	(235,140		)	23,086			212,054			—		—
Cash distribution to common stockholders	(759,575		)	—			—			—		(759,575		)
Cash distribution to redeemable OP unitholders	—			—			(12,776		)	—		(12,776		)
Purchases of redeemable OP units	—			—			(33,188		)	—		(33,188		)
Distributions to noncontrolling interest	—			—			(11,250		)	—		(11,250		)
Other	6,489			—			—			—		6,489
Net cash provided by (used in) financing activities	2,197,947			(15,588		)	(939,717		)	—		1,242,642
Net (decrease) increase in cash and cash equivalents	(2,624		)	—			12,746			—		10,122
Effect of foreign currency translation on cash and cash equivalents	(8,324		)	—			8,085			—		(239		)
Cash and cash equivalents at beginning of period	24,857			—			30,491			—		55,348
Cash and cash equivalents at end of period	$	13,909		$	—		$	51,322		$	—	$	65,231