CONDENSED CONSOLIDATING INFORMATION (Unaudited)

9 Months Ended

Sep. 30, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

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 Realty			Ventas Subsidiaries			Consolidated Elimination			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 Realty			Ventas Subsidiaries			Consolidated Elimination			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 Realty			Ventas Subsidiaries			Consolidated Elimination			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 Realty			Ventas Subsidiaries			Consolidated Elimination			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