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 September 30, 2017 and December 31, 2016 and for the three and nine months ended September 30, 2017 and 2016.

CONDENSED CONSOLIDATING BALANCE SHEET



	As of September 30, 2017
	Ventas, Inc.			Ventas Realty			Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Assets
Net real estate investments	$	1,881		$	121,240		$	21,811,371		$	—		$	21,934,492
Cash and cash equivalents	14,063			—			71,000			—			85,063
Escrow deposits and restricted cash	197			128			76,197			—			76,522
Investment in and advances to affiliates	14,606,452			2,916,060			—			(17,522,512		)	—
Goodwill	—			—			1,034,497			—			1,034,497
Assets held for sale	—			12,757			56,169			—			68,926
Other assets	44,166			7,606			488,523			—			540,295
Total assets	$	14,666,759		$	3,057,791		$	23,537,757		$	(17,522,512	)	$	23,739,795
Liabilities and equity
Liabilities:
Senior notes payable and other debt	$	—		$	8,883,519		$	2,540,626		$	—		$	11,424,145
Intercompany loans	7,666,742			(6,958,293		)	(708,449		)	—			—
Accrued interest	(6,686		)	83,604			18,766			—			95,684
Accounts payable and other liabilities	130,732			22,280			790,788			—			943,800
Liabilities related to assets held for sale	—			7,666			2,171			—			9,837
Deferred income taxes	296,272			—			—			—			296,272
Total liabilities	8,087,060			2,038,776			2,643,902			—			12,769,738
Redeemable OP unitholder and noncontrolling interests	—			—			171,813			—			171,813
Total equity	6,579,699			1,019,015			20,722,042			(17,522,512		)	10,798,244
Total liabilities and equity	$	14,666,759		$	3,057,791		$	23,537,757		$	(17,522,512	)	$	23,739,795

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 September 30, 2017
	Ventas, Inc.			Ventas Realty			Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Revenues
Rental income	$	602		$	45,446		$	355,828		$	—		$	401,876
Resident fees and services	—			—			461,700			—			461,700
Office building and other services revenue	—			—			3,196			—			3,196
Income from loans and investments	309			—			32,676			—			32,985
Equity earnings in affiliates	133,571			—			(412		)	(133,159		)	—
Interest and other income	3			—			168			—			171
Total revenues	134,485			45,446			853,156			(133,159		)	899,928
Expenses
Interest	(16,801		)	82,007			48,663			—			113,869
Depreciation and amortization	1,314			1,455			210,638			—			213,407
Property-level operating expenses	—			69			376,138			—			376,207
Office building services costs	—			—			418			—			418
General, administrative and professional fees	103			4,240			28,974			—			33,317
Loss on extinguishment of debt, net	—			504			7			—			511
Merger-related expenses and deal costs	361			—			443			—			804
Other	1,626			—			11,404			—			13,030
Total expenses	(13,397		)	88,275			676,685			—			751,563
Income (loss) before unconsolidated entities, income taxes, discontinued operations, real estate dispositions and noncontrolling interests	147,882			(42,829		)	176,471			(133,159		)	148,365
Income (loss) from unconsolidated entities	—			1,614			(864		)	—			750
Income tax benefit	7,815			—			—			—			7,815
Income (loss) from continuing operations	155,697			(41,215		)	175,607			(133,159		)	156,930
Discontinued operations	(19		)	—			—			—			(19		)
Gain on real estate dispositions	458,280			—			—			—			458,280
Net income (loss)	613,958			(41,215		)	175,607			(133,159		)	615,191
Net income attributable to noncontrolling interests	—			—			1,233			—			1,233
Net income (loss) attributable to common stockholders	$	613,958		$	(41,215	)	$	174,374		$	(133,159	)	$	613,958

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) before unconsolidated entities, income taxes, discontinued operations, real estate dispositions and noncontrolling interests	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 interests	—			—			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 Nine Months Ended September 30, 2017
	Ventas, Inc.			Ventas Realty			Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Revenues
Rental income	$	1,782		$	141,717		$	1,053,097		$	—		$	1,196,596
Resident fees and services	—			—			1,386,131			—			1,386,131
Office building and other services revenue	—			—			9,781			—			9,781
Income from loans and investments	908			—			84,591			—			85,499
Equity earnings in affiliates	398,757			—			(1,125		)	(397,632		)	—
Interest and other income	374			—			480			—			854
Total revenues	401,821			141,717			2,532,955			(397,632		)	2,678,861
Expenses
Interest	(61,095		)	238,312			159,028			—			336,245
Depreciation and amortization	4,140			6,062			645,096			—			655,298
Property-level operating expenses	—			235			1,110,789			—			1,111,024
Office building services costs	—			—			1,708			—			1,708
General, administrative and professional fees	421			13,570			86,569			—			100,560
Loss (gain) on extinguishment of debt, net	—			942			(86		)	—			856
Merger-related expenses and deal costs	8,007			—			896			—			8,903
Other	1,744			—			14,322			—			16,066
Total expenses	(46,783		)	259,121			2,018,322			—			2,230,660
Income (loss) before unconsolidated entities, income taxes, discontinued operations, real estate dispositions and noncontrolling interests	448,604			(117,404		)	514,633			(397,632		)	448,201
Income (loss) from unconsolidated entities	—			4,919			(1,125		)	—			3,794
Income tax benefit	13,119			—			—			—			13,119
Income (loss) from continuing operations	461,723			(112,485		)	513,508			(397,632		)	465,114
Discontinued operations	(95		)	—			—			—			(95		)
Gain on real estate dispositions	502,288			—			—			—			502,288
Net income (loss)	963,916			(112,485		)	513,508			(397,632		)	967,307
Net income attributable to noncontrolling interests	—			—			3,391			—			3,391
Net income (loss) attributable to common stockholders	$	963,916		$	(112,485	)	$	510,117		$	(397,632	)	$	963,916

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) before unconsolidated entities, income taxes, discontinued operations, real estate dispositions and noncontrolling interests	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 interests	—			—			1,064			—			1,064
Net income (loss) attributable to common stockholders	$	441,594		$	(91,223	)	$	466,880		$	(375,657	)	$	441,594

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME



	For the Three Months Ended September 30, 2017
	Ventas, Inc.			Ventas Realty			Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Net income (loss)	$	613,958		$	(41,215	)	$	175,607		$	(133,159	)	615,191
Other comprehensive (loss) income:
Foreign currency translation	—			—			5,239			—			5,239
Unrealized loss on government-sponsored pooled loan investments	(48		)	—			—			—			(48		)
Other	—			—			(936		)	—			(936		)
Total other comprehensive (loss) income	(48		)	—			4,303			—			4,255
Comprehensive income (loss)	613,910			(41,215		)	179,910			(133,159		)	619,446
Comprehensive income attributable to noncontrolling interests	—			—			1,233			—			1,233
Comprehensive income (loss) attributable to common stockholders	$	613,910		$	(41,215	)	$	178,677		$	(133,159	)	$	618,213



	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		)
Unrealized loss on government-sponsored pooled loan investments	(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 interests	—			—			732			—			732
Comprehensive income (loss) attributable to common stockholders	$	149,360		$	(28,133	)	$	166,307		$	(143,501	)	$	144,033

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME



	For the Nine Months Ended September 30, 2017
	Ventas, Inc.			Ventas Realty			Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Net income (loss)	$	963,916		$	(112,485	)	$	513,508		$	(397,632	)	$	967,307
Other comprehensive (loss) income:
Foreign currency translation	—			—			17,607			—			17,607
Unrealized loss on government-sponsored pooled loan investments	(233		)	—			—			—			(233		)
Other	—			—			(620		)	—			(620		)
Total other comprehensive (loss) income	(233		)	—			16,987			—			16,754
Comprehensive income (loss)	963,683			(112,485		)	530,495			(397,632		)	984,061
Comprehensive income attributable to noncontrolling interests	—			—			3,391			—			3,391
Comprehensive income (loss) attributable to common stockholders	$	963,683		$	(112,485	)	$	527,104		$	(397,632	)	$	980,670



	For the Nine Months Ended September 30, 2016
	Ventas, Inc.		Ventas Realty			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		)
Unrealized gain on government-sponsored pooled loan investments	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 interests	—		—			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 CASH FLOWS



	For the Nine Months Ended September 30, 2017
	Ventas, Inc.			Ventas Realty			Ventas Subsidiaries			Consolidated Elimination		Consolidated
	(In thousands)
Net cash provided by (used in) operating activities	$	60,228		$	(86,406	)	$	1,112,417		$	—	$	1,086,239

Cash flows from investing activities:
Net investment in real estate property	(232,791		)	—			(29,332		)	—		(262,123		)
Investment in loans receivable and other	(2,727		)	—			(731,306		)	—		(734,033		)
Proceeds from real estate disposals	531,637			—			500			—		532,137
Proceeds from loans receivable	36			—			84,325			—		84,361
Development project expenditures	—			—			(210,423		)	—		(210,423		)
Capital expenditures	—			(604		)	(82,783		)	—		(83,387		)
Distributions from unconsolidated entities	—			—			5,816			—		5,816
Investment in unconsolidated entities	—			—			(42,399		)	—		(42,399		)
Net cash provided by (used in) investing activities	296,155			(604		)	(1,005,602		)	—		(710,051		)

Cash flows from financing activities:
Net change in borrowings under revolving credit facility	—			467,000			(82,262		)	—		384,738
Proceeds from debt	—			793,904			264,533			—		1,058,437
Repayment of debt	—			(778,606		)	(446,919		)	—		(1,225,525		)
Purchase of noncontrolling interests	(15,809		)	—			—			—		(15,809		)
Net change in intercompany debt	741,457			(748,586		)	7,129			—		—
Payment of deferred financing costs	—			(20,450		)	(5,976		)	—		(26,426		)
Issuance of common stock, net	73,596			—			—			—		73,596
Cash distribution (to) from affiliates	(560,606		)	373,748			186,858			—		—
Cash distribution to common stockholders	(827,285		)	—			—			—		(827,285		)
Cash distribution to redeemable OP unitholders	—			—			(5,677		)	—		(5,677		)
Contributions from noncontrolling interests	—			—			4,402			—		4,402
Distributions to noncontrolling interests	—			—			(9,248		)	—		(9,248		)
Other	10,543			—			—			—		10,543
Net cash (used in) provided by financing activities	(578,104		)	87,010			(87,160		)	—		(578,254		)
Net (decrease) increase in cash and cash equivalents	(221,721		)	—			19,655			—		(202,066		)
Effect of foreign currency translation on cash and cash equivalents	25,481			—			(25,059		)	—		422
Cash and cash equivalents at beginning of period	210,303			—			76,404			—		286,707
Cash and cash equivalents at end of period	$	14,063		$	—		$	71,000		$	—	$	85,063

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	$	44,088		$	(73,848	)	$	1,035,906		$	—	$	1,006,146

Cash flows from investing activities:
Net investment in real estate property	(1,440,710		)	—			19,118			—		(1,421,592		)
Investment in loans receivable and other	—			—			(154,949		)	—		(154,949		)
Proceeds from real estate disposals	20,441			—			43,120			—		63,561
Proceeds from loans receivable	—			—			194,063			—		194,063
Development project expenditures	—			—			(94,398		)	—		(94,398		)
Capital expenditures	—			(18		)	(75,278		)	—		(75,296		)
Investment in unconsolidated entities	—			—			(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 interests	—			—			(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	8,206			11,617			(19,823		)	—		—
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 interests	—			—			(5,121		)	—		(5,121		)
Other	16,631			—			—			—		16,631
Net cash provided by (used in) financing activities	1,417,746			73,866			(966,273		)	—		525,339
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