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, 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 June 30, 2017 and December 31, 2016 and for the three and six months ended June 30, 2017 and 2016.

CONDENSED CONSOLIDATING BALANCE SHEET



	As of June 30, 2017
	Ventas, Inc.			Ventas Realty			Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Assets
Net real estate investments	$	1,917		$	122,140		$	21,930,907		$	—		$	22,054,964
Cash and cash equivalents	16,910			—			86,443			—			103,353
Escrow deposits and restricted cash	197			1,581			66,565			—			68,343
Investment in and advances to affiliates	14,716,005			2,938,442			—			(17,654,447		)	—
Goodwill	—			—			1,034,054			—			1,034,054
Assets held for sale	—			35,688			53,881			—			89,569
Other assets	42,103			9,360			454,012			—			505,475
Total assets	$	14,777,132		$	3,107,211		$	23,625,862		$	(17,654,447	)	$	23,855,758
Liabilities and equity
Liabilities:
Senior notes payable and other debt	$	—		$	9,346,233		$	2,561,764		$	—		$	11,907,997
Intercompany loans	7,720,779			(7,102,600		)	(618,179		)	—			—
Accrued interest	(4,896		)	71,831			20,313			—			87,248
Accounts payable and other liabilities	133,472			22,618			773,483			—			929,573
Liabilities related to assets held for sale	—			8,517			1,295			—			9,812
Deferred income taxes	296,822			—			—			—			296,822
Total liabilities	8,146,177			2,346,599			2,738,676			—			13,231,452
Redeemable OP unitholder and noncontrolling interests	—			—			182,154			—			182,154
Total equity	6,630,955			760,612			20,705,032			(17,654,447		)	10,442,152
Total liabilities and equity	$	14,777,132		$	3,107,211		$	23,625,862		$	(17,654,447	)	$	23,855,758

CONDENSED CONSOLIDATING BALANCE SHEET



	As of December 31, 2016
	Ventas, Inc.			Ventas Realty			Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Assets
Net real estate investments	$	2,007		$	173,259		$	21,017,430		$	—		$	21,192,696
Cash and cash equivalents	210,303			—			76,404			—			286,707
Escrow deposits and restricted cash	198			1,504			78,945			—			80,647
Investment in and advances to affiliates	14,258,931			2,938,441			—			(17,197,372		)	—
Goodwill	—			—			1,033,225			—			1,033,225
Assets held for sale	—			—			54,961			—			54,961
Other assets	35,468			6,792			476,104			—			518,364
Total assets	$	14,506,907		$	3,119,996		$	22,737,069		$	(17,197,372	)	$	23,166,600
Liabilities and equity
Liabilities:
Senior notes payable and other debt	$	—		$	8,406,979		$	2,720,347		$	—		$	11,127,326
Intercompany loans	7,088,838			(6,209,707		)	(879,131		)	—			—
Accrued interest	(1,753		)	67,156			18,359			—			83,762
Accounts payable and other liabilities	89,115			35,587			783,226			—			907,928
Liabilities related to assets held for sale	—			(1		)	1,463			—			1,462
Deferred income taxes	316,641			—			—			—			316,641
Total liabilities	7,492,841			2,300,014			2,644,264			—			12,437,119
Redeemable OP unitholder and noncontrolling interests	—			—			200,728			—			200,728
Total equity	7,014,066			819,982			19,892,077			(17,197,372		)	10,528,753
Total liabilities and equity	$	14,506,907		$	3,119,996		$	22,737,069		$	(17,197,372	)	$	23,166,600

CONDENSED CONSOLIDATING STATEMENT OF INCOME



	For the Three Months Ended June 30, 2017
	Ventas, Inc.			Ventas Realty			Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Revenues
Rental income	$	596		$	48,451		$	350,451		$	—		$	399,498
Resident fees and services	—			—			460,243			—			460,243
Office building and other services revenue	—			—			3,179			—			3,179
Income from loans and investments	319			—			32,049			—			32,368
Equity earnings in affiliates	128,196			—			(405		)	(127,791		)	—
Interest and other income	28			—			174			—			202
Total revenues	129,139			48,451			845,691			(127,791		)	895,490
Expenses
Interest	(27,694		)	81,516			59,750			—			113,572
Depreciation and amortization	1,419			2,239			220,450			—			224,108
Property-level operating expenses	—			83			365,747			—			365,830
Office building services costs	—			—			552			—			552
General, administrative and professional fees	189			4,630			28,463			—			33,282
Loss (gain) on extinguishment of debt, net	—			418			(382		)	—			36
Merger-related expenses and deal costs	5,783			—			260			—			6,043
Other	466			—			1,382			—			1,848
Total expenses	(19,837		)	88,886			676,222			—			745,271
Income (loss) before unconsolidated entities, income taxes, discontinued operations, real estate dispositions and noncontrolling interests	148,976			(40,435		)	169,469			(127,791		)	150,219
Loss from unconsolidated entities	—			(16		)	(90		)	—			(106		)
Income tax benefit	2,159			—			—			—			2,159
Income (loss) from continuing operations	151,135			(40,451		)	169,379			(127,791		)	152,272
Discontinued operations	(23		)										(23		)
Gain on real estate dispositions	719												719
Net income (loss)	151,831			(40,451		)	169,379			(127,791		)	152,968
Net income attributable to noncontrolling interests	—			—			1,137			—			1,137
Net income (loss) attributable to common stockholders	$	151,831		$	(40,451	)	$	168,242		$	(127,791	)	$	151,831

CONDENSED CONSOLIDATING STATEMENT OF INCOME



	For the Three Months Ended June 30, 2016
	Ventas, Inc.			Ventas Realty			Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Revenues
Rental income	$	583		$	49,418		$	304,205		$	—		$	354,206
Resident fees and services	—			—			464,437			—			464,437
Office building and other services revenue	602			—			4,902			—			5,504
Income from loans and investments	—			—			24,146			—			24,146
Equity earnings in affiliates	124,028			—			(288		)	(123,740		)	—
Interest and other income	41			—			70			—			111
Total revenues	125,254			49,418			797,472			(123,740		)	848,404
Expenses
Interest	(11,094		)	69,011			45,748			—			103,665
Depreciation and amortization	1,203			2,867			217,891			—			221,961
Property-level operating expenses	—			77			351,878			—			351,955
Office building services costs	—			—			1,852			—			1,852
General, administrative and professional fees	2,246			4,213			25,635			—			32,094
Loss (gain) on extinguishment of debt, net	58			2,432			(22		)	—			2,468
Merger-related expenses and deal costs	6,743			—			481			—			7,224
Other	76			4			2,223			—			2,303
Total expenses	(768		)	78,604			645,686			—			723,522
Income (loss) before unconsolidated entities, income taxes, discontinued operations, real estate dispositions and noncontrolling interests	126,022			(29,186		)	151,786			(123,740		)	124,882
Income from unconsolidated entities	—			344			1,074			—			1,418
Income tax benefit	11,549			—			—			—			11,549
Income (loss) from continuing operations	137,571			(28,842		)	152,860			(123,740		)	137,849
Discontinued operations	(148		)	—			—			—			(148		)
Gain on real estate dispositions	5,739			—			—			—			5,739
Net income (loss)	143,162			(28,842		)	152,860			(123,740		)	143,440
Net income attributable to noncontrolling interests	—			—			278			—			278
Net income (loss) attributable to common stockholders	$	143,162		$	(28,842	)	$	152,582		$	(123,740	)	$	143,162

CONDENSED CONSOLIDATING STATEMENT OF INCOME



	For the Six Months Ended June 30, 2017
	Ventas, Inc.			Ventas Realty			Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Revenues
Rental income	$	1,181		$	96,270		$	697,269		$	—		$	794,720
Resident fees and services	—			—			924,431			—			924,431
Office building and other services revenue	—			—			6,585			—			6,585
Income from loans and investments	599			—			51,915			—			52,514
Equity earnings in affiliates	265,188			—			(713		)	(264,475		)	—
Interest and other income	371			—			312			—			683
Total revenues	267,339			96,270			1,679,799			(264,475		)	1,778,933
Expenses
Interest	(44,293		)	156,303			110,366			—			222,376
Depreciation and amortization	2,826			4,608			434,457			—			441,891
Property-level operating expenses	—			165			734,652			—			734,817
Office building services costs	—			—			1,290			—			1,290
General, administrative and professional fees	319			9,330			57,594			—			67,243
Loss (gain) on extinguishment of debt, net	—			439			(94		)	—			345
Merger-related expenses and deal costs	7,646			—			453			—			8,099
Other	119			—			2,917			—			3,036
Total expenses	(33,383		)	170,845			1,341,635			—			1,479,097
Income (loss) before unconsolidated entities, income taxes, discontinued operations, real estate dispositions and noncontrolling interests	300,722			(74,575		)	338,164			(264,475		)	299,836
Income (loss) from unconsolidated entities	—			3,305			(261		)	—			3,044
Income tax benefit	5,304			—			—			—			5,304
Income (loss) from continuing operations	306,026			(71,270		)	337,903			(264,475		)	308,184
Discontinued operations	(76		)	—			—			—			(76		)
Gain on real estate dispositions	44,008			—			—			—			44,008
Net income (loss)	349,958			(71,270		)	337,903			(264,475		)	352,116
Net income attributable to noncontrolling interests	—			—			2,158			—			2,158
Net income (loss) attributable to common stockholders	$	349,958		$	(71,270	)	$	335,745		$	(264,475	)	$	349,958

CONDENSED CONSOLIDATING STATEMENT OF INCOME



	For the Six Months Ended June 30, 2016
	Ventas, Inc.			Ventas Realty			Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Revenues
Rental income	$	1,499		$	98,143		$	613,187		$	—		$	712,829
Resident fees and services	—			—			928,413			—			928,413
Office building and other services revenue	1,204			—			11,485			—			12,689
Income from loans and investments	—			—			46,532			—			46,532
Equity earnings in affiliates	232,790			—			(631		)	(232,159		)	—
Interest and other income	70			—			160			—			230
Total revenues	235,563			98,143			1,599,146			(232,159		)	1,700,693
Expenses
Interest	(21,889		)	137,590			91,237			—			206,938
Depreciation and amortization	6,135			12,781			439,432			—			458,348
Property-level operating expenses	—			156			708,021			—			708,177
Office building services costs	—			—			5,303			—			5,303
General, administrative and professional fees	2,231			8,717			52,872			—			63,820
Loss on extinguishment of debt, net	58			2,432			292			—			2,782
Merger-related expenses and deal costs	8,115			—			741			—			8,856
Other	27			4			6,440			—			6,471
Total expenses	(5,323		)	161,680			1,304,338			—			1,460,695
Income (loss) before unconsolidated entities, income taxes, discontinued operations, real estate dispositions and noncontrolling interests	240,886			(63,537		)	294,808			(232,159		)	239,998
Income from unconsolidated entities	—			447			773			—			1,220
Income tax benefit	19,970			—			—			—			19,970
Income (loss) from continuing operations	260,856			(63,090		)	295,581			(232,159		)	261,188
Discontinued operations	(637		)	—			—			—			(637		)
Gain on real estate dispositions	31,923			—			—			—			31,923
Net income (loss)	292,142			(63,090		)	295,581			(232,159		)	292,474
Net income attributable to noncontrolling interests	—			—			332			—			332
Net income (loss) attributable to common stockholders	$	292,142		$	(63,090	)	$	295,249		$	(232,159	)	$	292,142

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME



	For the Three Months Ended June 30, 2017
	Ventas, Inc.			Ventas Realty			Ventas Subsidiaries		Consolidated Elimination			Consolidated
	(In thousands)
Net income (loss)	$	151,831		$	(40,451	)	$	169,379	$	(127,791	)	152,968
Other comprehensive (loss) income:
Foreign currency translation	—			—			8,286		—			8,286
Change in unrealized gain on marketable securities	(62		)	—			—		—			(62		)
Other	—			—			398		—			398
Total other comprehensive (loss) income	(62		)	—			8,684		—			8,622
Comprehensive income (loss)	151,769			(40,451		)	178,063		(127,791		)	161,590
Comprehensive income attributable to noncontrolling interests	—			—			1,137		—			1,137
Comprehensive income (loss) attributable to common stockholders	$	151,769		$	(40,451	)	$	176,926	$	(127,791	)	$	160,453



	For the Three Months Ended June 30, 2016
	Ventas, Inc.		Ventas Realty			Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Net income (loss)	$	143,162	$	(28,842	)	$	152,860		$	(123,740	)	$	143,440
Other comprehensive income (loss):
Foreign currency translation	—		—			(22,715		)	—			(22,715		)
Change in unrealized gain on marketable securities	69		—			—			—			69
Other	—		—			(1,617		)	—			(1,617		)
Total other comprehensive income (loss)	69		—			(24,332		)	—			(24,263		)
Comprehensive income (loss)	143,231		(28,842		)	128,528			(123,740		)	119,177
Comprehensive income attributable to noncontrolling interests	—		—			278			—			278
Comprehensive income (loss) attributable to common stockholders	$	143,231	$	(28,842	)	$	128,250		$	(123,740	)	$	118,899

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME



	For the Six Months Ended June 30, 2017
	Ventas, Inc.			Ventas Realty			Ventas Subsidiaries		Consolidated Elimination			Consolidated
	(In thousands)
Net income (loss)	$	349,958		$	(71,270	)	$	337,903	$	(264,475	)	$	352,116
Other comprehensive (loss) income:
Foreign currency translation	—			—			12,368		—			12,368
Change in unrealized gain on marketable securities	(185		)	—			—		—			(185		)
Other	—			—			316		—			316
Total other comprehensive (loss) income	(185		)	—			12,684		—			12,499
Comprehensive income (loss)	349,773			(71,270		)	350,587		(264,475		)	364,615
Comprehensive income attributable to noncontrolling interests	—			—			2,158		—			2,158
Comprehensive income (loss) attributable to common stockholders	$	349,773		$	(71,270	)	$	348,429	$	(264,475	)	$	362,457



	For the Six Months Ended June 30, 2016
	Ventas, Inc.		Ventas Realty			Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Net income (loss)	$	292,142	$	(63,090	)	$	295,581		$	(232,159	)	$	292,474
Other comprehensive income (loss):
Foreign currency translation	—		—			(33,383		)	—			(33,383		)
Change in unrealized gain on marketable securities	250		—			—			—			250
Other	—		—			(3,497		)	—			(3,497		)
Total other comprehensive income (loss)	250		—			(36,880		)	—			(36,630		)
Comprehensive income (loss)	292,392		(63,090		)	258,701			(232,159		)	255,844
Comprehensive income attributable to noncontrolling interests	—		—			332			—			332
Comprehensive income (loss) attributable to common stockholders	$	292,392	$	(63,090	)	$	258,369		$	(232,159	)	$	255,512

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS



	For the Six Months Ended June 30, 2017
	Ventas, Inc.			Ventas Realty			Ventas Subsidiaries			Consolidated Elimination		Consolidated
	(In thousands)
Net cash provided by (used in) operating activities	$	41,514		$	(61,787	)	$	757,529		$	—	$	737,256

Cash flows from investing activities:
Net investment in real estate property	(210,120		)	—			(29,378		)	—		(239,498		)
Investment in loans receivable and other	(2,575		)	—			(715,658		)	—		(718,233		)
Proceeds from real estate disposals	19,570			—			—			—		19,570
Proceeds from loans receivable	21			—			25,046			—		25,067
Development project expenditures	—			—			(143,269		)	—		(143,269		)
Capital expenditures	—			(15		)	(55,937		)	—		(55,952		)
Investment in unconsolidated entities	—			—			(39,048		)	—		(39,048		)
Net cash used in investing activities	(193,104		)	(15		)	(958,244		)	—		(1,151,363		)

Cash flows from financing activities:
Net change in borrowings under revolving credit facility	—			453,000			(88,544		)	—		364,456
Proceeds from debt	—			793,904			234,605			—		1,028,509
Repayment of debt	—			(300,019		)	(356,517		)	—		(656,536		)
Purchase of noncontrolling interests	(15,809		)	—			—			—		(15,809		)
Net change in intercompany debt	795,695			(892,893		)	97,198			—		—
Payment of deferred financing costs	—			(18,262		)	(1,425		)	—		(19,687		)
Issuance of common stock, net	73,596			—			—			—		73,596
Cash distribution (to) from affiliates	(370,551		)	26,072			344,479			—		—
Cash distribution to common stockholders	(550,965		)	—			—			—		(550,965		)
Cash distribution to redeemable OP unitholders	—			—			(3,720		)	—		(3,720		)
Contributions from noncontrolling interests	—			—			2,227			—		2,227
Distributions to noncontrolling interests	—			—			(4,156		)	—		(4,156		)
Other	9,702			—			—			—		9,702
Net cash (used in) provided by financing activities	(58,332		)	61,802			224,147			—		227,617
Net (decrease) increase in cash and cash equivalents	(209,922		)	—			23,432			—		(186,490		)
Effect of foreign currency translation on cash and cash equivalents	16,529			—			(13,393		)	—		3,136
Cash and cash equivalents at beginning of period	210,303			—			76,404			—		286,707
Cash and cash equivalents at end of period	$	16,910		$	—		$	86,443		$	—	$	103,353

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS



	For the Six Months Ended June 30, 2016
	Ventas, Inc.			Ventas Realty			Ventas Subsidiaries			Consolidated Elimination		Consolidated
	(In thousands)
Net cash provided by (used in) operating activities	$	40,671		$	(45,313	)	$	665,378		$	—	$	660,736

Cash flows from investing activities:
Net investment in real estate property	(34,453		)	—			—			—		(34,453		)
Investment in loans receivable and other	—			—			(152,450		)	—		(152,450		)
Proceeds from real estate disposals	20,441			—			43,120			—		63,561
Proceeds from loans receivable	—			—			7,644			—		7,644
Development project expenditures	—			—			(69,679		)	—		(69,679		)
Capital expenditures	—			(18		)	(46,907		)	—		(46,925		)
Investment in unconsolidated entities	—			—			(4,265		)	—		(4,265		)
Net cash used in investing activities	(14,012		)	(18		)	(222,537		)	—		(236,567		)

Cash flows from financing activities:
Net change in borrowings under revolving credit facility	—			(114,000		)	138,304			—		24,304
Proceeds from debt	—			400,000			16,217			—		416,217
Repayment of debt	—			(555,470		)	(184,867		)	—		(740,337		)
Purchase of noncontrolling interests	—			—			(1,604		)	—		(1,604		)
Net change in intercompany debt	128,165			308,816			(436,981		)	—		—
Payment of deferred financing costs	—			(3,422		)	(422		)	—		(3,844		)
Issuance of common stock, net	377,739			—			—			—		377,739
Cash distribution (to) from affiliates	(8,096		)	9,407			(1,311		)	—		—
Cash distribution to common stockholders	(493,471		)	—			—			—		(493,471		)
Cash distribution to redeemable OP unitholders	—			—			(4,437		)	—		(4,437		)
Contributions from noncontrolling interest	—			—			5,680			—		5,680
Distributions to noncontrolling interests	—			—			(3,582		)	—		(3,582		)
Other	3,622			—			—			—		3,622
Net cash provided by (used in) financing activities	7,959			45,331			(473,003		)	—		(419,713		)
Net increase (decrease) in cash and cash equivalents	34,618			—			(30,162		)	—		4,456
Effect of foreign currency translation on cash and cash equivalents	(33,353		)	—			33,196			—		(157		)
Cash and cash equivalents at beginning of period	11,733			—			41,290			—		53,023
Cash and cash equivalents at end of period	$	12,998		$	—		$	44,324		$	—	$	57,322