CONDENSED CONSOLIDATING INFORMATION (Unaudited)

3 Months Ended

Mar. 31, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

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 March 31, 2019 and December 31, 2018 and for the three months ended March 31, 2019 and 2018.

CONDENSED CONSOLIDATING BALANCE SHEET

	As of March 31, 2019
	Ventas, Inc.			Ventas Realty			Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Assets
Net real estate investments	$	3,561		$	111,849		$	20,558,693		$	—		$	20,674,103
Cash and cash equivalents	12,990			—			69,524			—			82,514
Escrow deposits and restricted cash	2,947			128			54,642			—			57,717
Investment in and advances to affiliates	15,633,653			2,726,198			—			(18,359,851		)	—
Goodwill	—			—			1,050,876			—			1,050,876
Assets held for sale	—			—			5,978			—			5,978
Other assets	73,163			4,395			719,351			—			796,909
Total assets	$	15,726,314		$	2,842,570		$	22,459,064		$	(18,359,851	)	$	22,668,097
Liabilities and equity
Liabilities:
Senior notes payable and other debt	$	—		$	8,552,905		$	2,137,271		$	—		$	10,690,176
Intercompany loans	8,752,449			(5,490,449		)	(3,262,000		)	—			—
Accrued interest	(11,670		)	71,560			21,876			—			81,766
Operating lease liabilities	12,541			521			200,984			—			214,046
Accounts payable and other liabilities	311,104			18,763			733,840			—			1,063,707
Liabilities related to assets held for sale	—			—			947			—			947
Deferred income taxes	608			—			204,448			—			205,056
Total liabilities	9,065,032			3,153,300			37,366			—			12,255,698
Redeemable OP unitholder and noncontrolling interests	15,257			—			191,129			—			206,386
Total equity	6,646,025			(310,730		)	22,230,569			(18,359,851		)	10,206,013
Total liabilities and equity	$	15,726,314		$	2,842,570		$	22,459,064		$	(18,359,851	)	$	22,668,097

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 March 31,2019
	Ventas, Inc.			Ventas Realty			Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Revenues
Rental income	$	266		$	35,459		$	365,771		$	—		$	401,496
Resident fees and services	—			—			521,447			—			521,447
Office building and other services revenue	—			—			2,518			—			2,518
Income from loans and investments	423			—			16,703			—			17,126
Equity earnings in affiliates	97,834			—			(560		)	(97,274		)	—
Interest and other income	12			29			246			—			287
Total revenues	98,535			35,488			906,125			(97,274		)	942,874
Expenses
Interest	(20,672		)	83,094			48,197			—			110,619
Depreciation and amortization	1,351			1,388			233,181			—			235,920
Property-level operating expenses	—			162			430,342			—			430,504
Office building services costs	—			—			633			—			633
General, administrative and professional fees	(8,667		)	6,468			42,959			—			40,760
Loss on extinguishment of debt, net	—			405			—			—			405
Merger-related expenses and deal costs	886			—			1,294			—			2,180
Other	(257		)	1			279			—			23
Total expenses	(27,359		)	91,518			756,885			—			821,044
Income (loss) before unconsolidated entities, real estate dispositions, income taxes, discontinued operations and noncontrolling interests	125,894			(56,030		)	149,240			(97,274		)	121,830
Loss from unconsolidated entities	—			—			(946		)	—			(946		)
Gain on real estate dispositions	—			—			5,447			—			5,447
Income tax (expense) benefit	(109		)	—			1,366			—			1,257
Income (loss) from continuing operations	125,785			(56,030		)	155,107			(97,274		)	127,588
Discontinued operations	—			—			—			—			—
Net income (loss)	125,785			(56,030		)	155,107			(97,274		)	127,588
Net income attributable to noncontrolling interests	—			—			1,803			—			1,803
Net income (loss) attributable to common stockholders	$	125,785		$	(56,030	)	$	153,304		$	(97,274	)	$	125,785

CONDENSED CONSOLIDATING STATEMENT OF INCOME

	For the Three Months Ended March 31, 2018
	Ventas, Inc.			Ventas Realty			Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Revenues
Rental income	$	601		$	34,386		$	349,822		$	—		$	384,809
Resident fees and services	—			—			514,753			—			514,753
Office building and other services revenue	—			—			3,328			—			3,328
Income from loans and investments	491			—			30,690			—			31,181
Equity earnings in affiliates	60,297			—			(646		)	(59,651		)	—
Interest and other income	9,323			—			311			—			9,634
Total revenues	70,712			34,386			898,258			(59,651		)	943,705
Expenses
Interest	(28,694		)	82,312			57,745			—			111,363
Depreciation and amortization	1,344			1,444			230,362			—			233,150
Property-level operating expenses	—			72			412,841			—			412,913
Office building services costs	—			—			115			—			115
General, administrative and professional fees	557			4,050			32,567			—			37,174
Loss on extinguishment of debt, net	168			10,809			—			—			10,977
Merger-related expenses and deal costs	16,246			—			1,090			—			17,336
Other	2,169			—			951			—			3,120
Total expenses	(8,210		)	98,687			735,671			—			826,148
Income (loss) before unconsolidated entities, real estate dispositions, income taxes, discontinued operations and noncontrolling interests	78,922			(64,301		)	162,587			(59,651		)	117,557
Loss from unconsolidated entities	—			—			(40,739		)	—			(40,739		)
Gain on real estate dispositions	—			—			48			—			48
Income tax (expense) benefit	(209		)	—			3,451			—			3,242
Income (loss) from continuing operations	78,713			(64,301		)	125,347			(59,651		)	80,108
Discontinued operations	(10		)	—			—			—			(10		)
Net income (loss)	78,703			(64,301		)	125,347			(59,651		)	80,098
Net income attributable to noncontrolling interests	—			—			1,395			—			1,395
Net income (loss) attributable to common stockholders	$	78,703		$	(64,301	)	$	123,952		$	(59,651	)	$	78,703

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

	For the Three Months Ended March 31,2019
	Ventas, Inc.		Ventas Realty			Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Net income (loss)	$	125,785	$	(56,030	)	$	155,107		$	(97,274	)	$	127,588
Other comprehensive income (loss):
Foreign currency translation	6,559		—			(2,732		)	—			3,827
Unrealized gain on marketable debt securities	—		—			9,291			—			9,291
Derivative instruments	—		(4,049		)	(1,389		)	—			(5,438		)
Total other comprehensive income (loss)	6,559		(4,049		)	5,170			—			7,680
Comprehensive income (loss)	132,344		(60,079		)	160,277			(97,274		)	135,268
Comprehensive income attributable to noncontrolling interests	—		—			1,803			—			1,803
Comprehensive income (loss) attributable to common stockholders	$	132,344	$	(60,079	)	$	158,474		$	(97,274	)	$	133,465

	For the Three Months Ended March 31, 2018
	Ventas, Inc.		Ventas Realty			Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Net income (loss)	$	78,703	$	(64,301	)	$	125,347		$	(59,651	)	$	80,098
Other comprehensive income:
Foreign currency translation	12,381		—			(178		)	—			12,203
Unrealized loss on marketable debt securities	—		—			(172		)	—			(172		)
Derivative instruments	—		8,021			594			—			8,615
Total other comprehensive income	12,381		8,021			244			—			20,646
Comprehensive income (loss)	91,084		(56,280		)	125,591			(59,651		)	100,744
Comprehensive income attributable to noncontrolling interests	—		—			1,395			—			1,395
Comprehensive income (loss) attributable to common stockholders	$	91,084	$	(56,280	)	$	124,196		$	(59,651	)	$	99,349

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

	For the Three Months Ended March 31, 2019
	Ventas, Inc.			Ventas Realty			Ventas Subsidiaries			Consolidated Elimination		Consolidated
	(In thousands)
Net cash provided by (used in) operating activities	$	10,545		$	(68,079	)	$	393,654		$	—	$	336,120
Cash flows from investing activities:
Net investment in real estate property	(13,097		)	—			—			—		(13,097		)
Investment in loans receivable	(2,335		)	—			(1,922		)	—		(4,257		)
Proceeds from real estate disposals	17,551			—			—			—		17,551
Proceeds from loans receivable	11			—			1,264			—		1,275
Development project expenditures	—			—			(49,652		)	—		(49,652		)
Capital expenditures	—			—			(21,955		)	—		(21,955		)
Investment in unconsolidated entities	—			—			(687		)	—		(687		)
Insurance proceeds for property damage claims							2,998			—		2,998
Net cash provided by (used in) investing activities	2,130			—			(69,954		)	—		(67,824		)
Cash flows from financing activities:
Net change in borrowings under revolving credit facilities	—			(700,858		)	83			—		(700,775		)
Net change in borrowings under commercial paper program	—			194,498			—			—		194,498
Proceeds from debt	—			698,822			7,769			—		706,591
Repayment of debt	—			(258,750		)	(3,820		)	—		(262,570		)
Net change in intercompany debt	172,998			141,204			(314,202		)	—		—
Payment of deferred financing costs	—			(6,837		)	—			—		(6,837		)
Issuance of common stock, net	98,378			—			—			—		98,378
Cash distribution to common stockholders	(282,874		)	—			—			—		(282,874		)
Cash distribution to redeemable OP unitholders	—			—			(2,216		)	—		(2,216		)
Contributions from noncontrolling interests	—			—			1,223			—		1,223
Distributions to noncontrolling interests	—			—			(2,623		)	—		(2,623		)
Other	(2,552		)	—			(6		)	—		(2,558		)
Net cash (used in) provided by financing activities	(14,050		)	68,079			(313,792		)	—		(259,763		)
Net (decrease) increase in cash, cash equivalents and restricted cash	(1,375		)	—			9,908			—		8,533
Effect of foreign currency translation	6,631			—			(6,397		)	—		234
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	$	15,937		$	128		$	124,166		$	—	$	140,231

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

	For the Three Months Ended March 31, 2018
	Ventas, Inc.			Ventas Realty			Ventas Subsidiaries			Consolidated Elimination		Consolidated
	(In thousands)
Net cash (used in) provided by operating activities	$	(19,936	)	$	(58,562	)	$	386,517		$	—	$	308,019
Cash flows from investing activities:
Net investment in real estate property	(11,450		)	—			—			—		(11,450		)
Investment in loans receivable and other	(2,740		)	—			(1,641		)	—		(4,381		)
Proceeds from real estate disposals	175,370			—			—			—		175,370
Proceeds from loans receivable	1,441			—			141,653			—		143,094
Development project expenditures	—			—			(73,889		)	—		(73,889		)
Capital expenditures	—			—			(20,617		)	—		(20,617		)
Investment in unconsolidated entities	—			—			(39,101		)	—		(39,101		)
Insurance proceeds for property damage claims	—			—			1,527			—		1,527
Net cash provided by investing activities	162,621			—			7,932			—		170,553
Cash flows from financing activities:
Net change in borrowings under revolving credit facility	—			266,764			7,079			—		273,843
Proceeds from debt	—			655,044			83,475			—		738,519
Repayment of debt	(168		)	(1,211,643		)	(5,307		)	—		(1,217,118		)
Net change in intercompany debt	103,372			354,018			(457,390		)	—		—
Payment of deferred financing costs	—			(5,621		)	(697		)	—		(6,318		)
Cash distribution to common stockholders	(281,635		)	—			—			—		(281,635		)
Cash distribution to redeemable OP unitholders	—			—			(1,858		)	—		(1,858		)
Cash issued for redemption of OP Units	—			—			(655		)	—		(655		)
Distributions to noncontrolling interests	—			—			(3,339		)	—		(3,339		)
Other	(4,687		)	—			—			—		(4,687		)
Net cash (used in) provided by financing activities	(183,118		)	58,562			(378,692		)	—		(503,248		)
Net (decrease) increase in cash, cash equivalents and restricted cash	(40,433		)	—			15,757			—		(24,676		)
Effect of foreign currency translation	12,381			—			(12,376		)	—		5
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	$	18,893		$	128		$	144,561		$	—	$	163,582