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Ventas, Inc. - Annual Report: 2016 (Form 10-K)



 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K
(Mark One)
 
 
x
 
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2016
OR
¨
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from            to          
Commission File Number 1-10989
 
VENTAS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
 
61-1055020
(IRS Employer
Identification No.)
353 N. Clark Street, Suite 3300, Chicago, Illinois
(Address of Principal Executive Offices)
 
60654
(Zip Code)
(877) 483-6827
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
 
Name of Each Exchange on Which Registered
Common Stock, par value $0.25 per share
 
New York Stock Exchange
         Securities registered pursuant to Section 12(g) of the Act: None
 
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes x    No ¨
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes ¨ No x
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x    No ¨
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).  Yes x    No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment of this Form 10-K. x
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x
 
Accelerated filer ¨
 
Non-accelerated filer ¨
 (Do not check if a smaller reporting company)
 
Smaller reporting company ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨    No x
The aggregate market value of shares of the Registrant’s common stock held by non-affiliates of the Registrant on June 30, 2016, based on a closing price of the common stock of $72.82 as reported on the New York Stock Exchange, was $21.1 billion.  For purposes of the foregoing calculation only, all directors, executive officers and 10% beneficial owners of the Registrant have been deemed affiliates.
As of February 9, 2017, 354,623,008 shares of the Registrant’s common stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’s definitive Proxy Statement for the Annual Meeting of Stockholders to be held on May 18, 2017 are incorporated by reference into Part III, Items 10 through 14 of this Annual Report on Form 10-K.
 




CAUTIONARY STATEMENTS
Unless otherwise indicated or except where the context otherwise requires, the terms “we,” “us” and “our” and other similar terms in this Annual Report on Form 10-K refer to Ventas, Inc. and its consolidated subsidiaries.
Forward-Looking Statements
This Annual Report on Form 10-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements regarding our or our tenants’, operators’, borrowers’ or managers’ expected future financial condition, results of operations, cash flows, funds from operations, dividends and dividend plans, financing opportunities and plans, capital markets transactions, business strategy, budgets, projected costs, operating metrics, capital expenditures, competitive positions, acquisitions, investment opportunities, dispositions, merger integration, growth opportunities, expected lease income, continued qualification as a real estate investment trust (“REIT”), plans and objectives of management for future operations, and statements that include words such as “anticipate,” “if,” “believe,” “plan,” “estimate,” “expect,” “intend,” “may,” “could,” “should,” “will,” and other similar expressions are forward-looking statements. These forward-looking statements are inherently uncertain, and actual results may differ from our expectations. We do not undertake a duty to update these forward-looking statements, which speak only as of the date on which they are made.
Our actual future results and trends may differ materially from expectations depending on a variety of factors discussed in our filings with the Securities and Exchange Commission (the “SEC”). These factors include without limitation:
The ability and willingness of our tenants, operators, borrowers, managers and other third parties to satisfy their obligations under their respective contractual arrangements with us, including, in some cases, their obligations to indemnify, defend and hold us harmless from and against various claims, litigation and liabilities;
The ability of our tenants, operators, borrowers and managers to maintain the financial strength and liquidity necessary to satisfy their respective obligations and liabilities to third parties, including without limitation obligations under their existing credit facilities and other indebtedness;
Our success in implementing our business strategy and our ability to identify, underwrite, finance, consummate and integrate diversifying acquisitions and investments;
Macroeconomic conditions such as a disruption of or lack of access to the capital markets, changes in the debt rating on U.S. government securities, default or delay in payment by the United States of its obligations, and changes in the federal or state budgets resulting in the reduction or nonpayment of Medicare or Medicaid reimbursement rates;
The nature and extent of future competition, including new construction in the markets in which our seniors housing communities and office buildings are located;
The extent and effect of future or pending healthcare reform and regulation, including cost containment measures and changes in reimbursement policies, procedures and rates;
Increases in our borrowing costs as a result of changes in interest rates and other factors;
The ability of our tenants, operators and managers, as applicable, to comply with laws, rules and regulations in the operation of our properties, to deliver high-quality services, to attract and retain qualified personnel and to attract residents and patients;
Changes in general economic conditions or economic conditions in the markets in which we may, from time to time, compete, and the effect of those changes on our revenues, earnings and funding sources;
Our ability to pay down, refinance, restructure or extend our indebtedness as it becomes due;
Our ability and willingness to maintain our qualification as a REIT in light of economic, market, legal, tax and other considerations;
Final determination of our taxable net income for the year ended December 31, 2016 and for the year ending December 31, 2017;
The ability and willingness of our tenants to renew their leases with us upon expiration of the leases, our ability to reposition our properties on the same or better terms in the event of nonrenewal or in the event we exercise our right to replace an existing tenant, and obligations, including indemnification obligations, we may incur in connection with the replacement of an existing tenant;

i


Risks associated with our senior living operating portfolio, such as factors that can cause volatility in our operating income and earnings generated by those properties, including without limitation national and regional economic conditions, development of new competing properties, costs of food, materials, energy, labor and services, employee benefit costs, insurance costs and professional and general liability claims, and the timely delivery of accurate property-level financial results for those properties;
Changes in exchange rates for any foreign currency in which we may, from time to time, conduct business;
Year-over-year changes in the Consumer Price Index (“CPI”) or the U.K. Retail Price Index and the effect of those changes on the rent escalators contained in our leases and on our earnings;
Our ability and the ability of our tenants, operators, borrowers and managers to obtain and maintain adequate property, liability and other insurance from reputable, financially stable providers;
The impact of increased operating costs and uninsured professional liability claims on our liquidity, financial condition and results of operations or that of our tenants, operators, borrowers and managers and our ability and the ability of our tenants, operators, borrowers and managers to accurately estimate the magnitude of those claims;
Risks associated with our office building portfolio and operations, including our ability to successfully design, develop and manage office buildings and to retain key personnel;
The ability of the hospitals on or near whose campuses our medical office buildings (“MOBs”) are located and their affiliated health systems to remain competitive and financially viable and to attract physicians and physician groups;
Risks associated with our investments in joint ventures and unconsolidated entities, including our lack of sole decision-making authority and our reliance on our joint venture partners’ financial condition;
Our ability to obtain the financial results expected from our development and redevelopment projects, including projects undertaken through our joint ventures;
The impact of market or issuer events on the liquidity or value of our investments in marketable securities;
Consolidation in the seniors housing and healthcare industries resulting in a change of control of, or a competitor’s investment in, one or more of our tenants, operators, borrowers or managers or significant changes in the senior management of our tenants, operators, borrowers or managers;
The impact of litigation or any financial, accounting, legal or regulatory issues that may affect us or our tenants, operators, borrowers or managers; and
Changes in accounting principles, or their application or interpretation, and our ability to make estimates and the assumptions underlying the estimates, which could have an effect on our earnings.
Many of these factors, some of which are described in greater detail under “Risk Factors” in Part I, Item 1A of this Annual Report on Form 10-K, are beyond our control and the control of our management.
Brookdale Senior Living, Kindred, Atria, Sunrise and Ardent Information
Each of Brookdale Senior Living Inc. (together with its subsidiaries, “Brookdale Senior Living”) and Kindred Healthcare, Inc. (together with its subsidiaries, “Kindred”) is subject to the reporting requirements of the SEC and is required to file with the SEC annual reports containing audited financial information and quarterly reports containing unaudited financial information. The information related to Brookdale Senior Living and Kindred contained or referred to in this Annual Report on Form 10-K has been derived from SEC filings made by Brookdale Senior Living or Kindred, as the case may be, or other publicly available information or was provided to us by Brookdale Senior Living or Kindred, and we have not verified this information through an independent investigation or otherwise. We have no reason to believe that this information is inaccurate in any material respect, but we cannot assure you of its accuracy. We are providing this data for informational purposes only, and you are encouraged to obtain Brookdale Senior Living’s and Kindred’s publicly available filings, which can be found on the SEC’s website at www.sec.gov.
Atria Senior Living, Inc. (“Atria”), Sunrise Senior Living, LLC (together with its subsidiaries, “Sunrise”) and Ardent Health Partners, LLC (together with its subsidiaries, “Ardent”) are not currently subject to the reporting requirements of the SEC. The information related to Atria, Sunrise and Ardent contained or referred to in this Annual Report on Form 10-K has been derived from publicly available information or was provided to us by Atria, Sunrise or Ardent, as the case may be, and we have not verified this information through an independent investigation or otherwise. We have no reason to believe that this information is inaccurate in any material respect, but we cannot assure you of its accuracy.

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TABLE OF CONTENTS



iii


PART I

ITEM 1.    Business
BUSINESS
Overview

Ventas, Inc., an S&P 500 company, is a REIT with a highly diversified portfolio of seniors housing and healthcare properties located throughout the United States, Canada and the United Kingdom. As of December 31, 2016, we owned approximately 1,300 properties (including properties owned through investments in unconsolidated entities and properties classified as held for sale), consisting of seniors housing communities, MOBs, life science and innovation centers, skilled nursing facilities, specialty hospitals and general acute care hospitals, and we had six properties under development, including one property that is owned by an unconsolidated real estate entity. Our company was originally founded in 1983 and is currently headquartered in Chicago, Illinois.

We primarily invest in seniors housing and healthcare properties through acquisitions and lease our properties to unaffiliated tenants or operate them through independent third-party managers. As of December 31, 2016, we leased a total of 549 properties (excluding MOBs and 33 properties owned through investments in unconsolidated entities) to various healthcare operating companies under “triple-net” or “absolute-net” leases that obligate the tenants to pay all property-related expenses, including maintenance, utilities, repairs, taxes, insurance and capital expenditures, and we engaged independent operators, such as Atria and Sunrise, to manage 298 seniors housing communities (excluding one property owned through investments in unconsolidated entities) for us pursuant to long-term management agreements.

Our three largest tenants, Brookdale Senior Living, Kindred and Ardent leased from us 140 properties (excluding six properties owned through investments in unconsolidated entities and excluding one property managed by Brookdale Senior Living pursuant to a long-term management agreement), 68 properties (excluding one MOB) and ten properties, respectively, as of December 31, 2016.

Through our Lillibridge Healthcare Services, Inc. (“Lillibridge”) subsidiary and our ownership interest in PMB Real Estate Services LLC (“PMBRES”), we also provide MOB management, leasing, marketing, facility development and advisory services to highly rated hospitals and health systems throughout the United States. In addition, from time to time, we make secured and other loans and investments relating to seniors housing and healthcare operators or properties.

In September 2016, we completed the acquisition of substantially all of the university affiliated life science and innovation real estate assets of Wexford Science & Technology, LLC (“Wexford”) from affiliates of Blackstone Real Estate Partners VIII, L.P. (together with its affiliates, “Blackstone”) (the “Life Sciences Acquisition”). As a result, we renamed our MOB operations reportable business segment “office operations,” which now includes both MOBs and life science assets.

We operate through three reportable business segments: triple-net leased properties, senior living operations and office operations. See our Consolidated Financial Statements and the related notes, including “NOTE 2—ACCOUNTING POLICIES,” included in Part II, Item 8 of this Annual Report on Form 10-K.

Business Strategy

We aim to enhance shareholder value by delivering consistent, superior total returns through a strategy of: (1) generating reliable and growing cash flows; (2) maintaining a balanced, diversified portfolio of high-quality assets; and (3) preserving our financial strength, flexibility and liquidity.

Generating Reliable and Growing Cash Flows

Generating reliable and growing cash flows from our seniors housing and healthcare assets enables us to pay regular cash dividends to stockholders and creates opportunities to increase stockholder value through profitable investments. The combination of steady contractual growth from our long-term triple-net leases, steady, reliable cash flows from our loan investments and stable cash flows from our office buildings with the higher growth potential inherent in our seniors housing operating communities drives our ability to generate sustainable, growing cash flows that are resilient to economic downturns.


1


Maintaining a Balanced, Diversified Portfolio

We believe that maintaining a balanced portfolio of high-quality assets diversified by investment type, geographic location, asset type, tenant/operator, revenue source and operating model diminishes the risk that any single factor or event could materially harm our business. Portfolio diversification also enhances the reliability of our cash flows by reducing our exposure to any individual tenant, operator or manager and making us less susceptible to single-state regulatory or reimbursement changes, regional climate events and local economic downturns.

Preserving Our Financial Strength, Flexibility and Liquidity

A strong, flexible balance sheet and excellent liquidity position us favorably to capitalize on strategic growth opportunities in the seniors housing and healthcare industries through acquisitions, investments and development and redevelopment projects. We maintain our financial strength to pursue profitable investment opportunities by actively managing our leverage, improving our cost of capital and preserving our access to multiple sources of liquidity, including unsecured bank debt, mortgage financings and public debt and equity markets.

2016 Highlights and Other Recent Developments

Investments and Dispositions

In September 2016, we completed the acquisition of substantially all of the university affiliated life science and innovation real estate assets of Wexford from Blackstone for total consideration of $1.5 billion. The Life Sciences Acquisition added to our portfolio 23 operating properties, two development assets and nine future development sites.

In October 2016, we committed to provide secured debt financing in the amount of $700.0 million to a subsidiary of Ardent to facilitate Ardent’s acquisition of LHP Hospital Group, Inc. (“LHP”). The loan (the “Loan”) has a five-year term and is LIBOR-based with an initial interest rate of approximately 8.0% and is guaranteed by Ardent’s parent company. Ardent will also receive an equity contribution from its majority owner, an affiliate of Equity Group Investments. The Loan is subject to the satisfaction of customary closing conditions. Ardent’s acquisition of LHP is expected to close in the first quarter of 2017, but there can be no assurance as to whether, when or on what terms Ardent’s acquisition of LHP or the Loan will be completed.

During 2016, we made a $140.0 million secured mezzanine loan investment relating to Class A life sciences properties in California and Massachusetts, that has an annual interest rate of 9.95%, and we acquired two MOBs, one triple-net leased seniors housing asset and other investments for approximately $42.3 million.

During the year ended December 31, 2016, we sold 29 triple-net leased properties, one seniors housing community included in our senior living operations reportable business segment and six MOBs for aggregate consideration of $300.8 million. We recognized a gain on the sales of these assets of $98.2 million (net of taxes).

During 2016, we received aggregate proceeds of $309.0 million in final repayment of three secured loans receivable and partial repayment of one secured loan receivable and recognized gains of $9.6 million on the repayment of these loans receivable.

Capital and Dividends

During 2016, we issued and sold 18.9 million shares of common stock under our “at-the-market” (“ATM”) equity offering program and public offerings. Aggregate net proceeds for these activities were $1.3 billion, after sales agent commissions.

In May 2016, we repaid $100.0 million outstanding on our unsecured term loan due 2019 using cash on hand.

In May 2016, we issued and sold $400.0 million aggregate principal amount of 3.125% senior notes due 2023 at a public offering price equal to 99.343% of par, for total proceeds of $397.4 million before the underwriting discount and expenses.

In June 2016, we redeemed $455.5 million aggregate principal amount then outstanding of our 1.55% senior notes due September 2016 at a public offering price of 100.335% of par, plus accrued and unpaid interest to the redemption date. In July 2016, we repaid the remaining balance then outstanding of our 1.55% senior notes due September 2016.

2



In September 2016, we issued and sold $450.0 million aggregate principal amount of 3.25% senior notes due 2026 at a public offering price equal to 99.811% of par, for total proceeds of $449.1 million before the underwriting discount and expenses.

In 2016, we paid an annual cash dividend on our common stock of $2.965 per share. In December 2016, our fourth quarter 2016 dividend grew by 6% over third quarter 2016 to $0.775.

Portfolio
In April 2016, we entered into several agreements with Kindred to improve the quality and productivity of the long term acute care hospital (“LTAC”) portfolio leased by Ventas to Kindred. Certain of the agreements consist of lease amendments to the Kindred master leases, for which we received a $3.5 million fee. Under these lease amendments, annual rent on seven identified LTACs (the “7 LTACs”), which was approximately $8 million, was immediately re-allocated to other more productive post-acute assets subject to the Kindred master leases. Separately, in October 2016, we sold the 7 LTACs to an unrelated third party for $3.0 million, and recognized a gain of $2.9 million.

In September 2016, we modified existing agreements with Sunrise related to the management of certain of the seniors housing communities owned by us and operated by Sunrise to reduce management fees payable to Sunrise under such agreements, maintain the existing term of such agreements and provide Sunrise with incentives for future outperformance. We also entered into a new multi-year development pipeline agreement with Sunrise that gives us the option to fund certain future Sunrise developments.

In November 2016, we entered into agreements with Kindred providing that (i) Kindred will either acquire all 36 SNFs owned by us and operated by Kindred for $700 million, in connection with Kindred’s previously announced plan to exit its SNF business, or renew the current lease on all unpurchased SNFs through 2025 at the current rent level; and (ii) Kindred has extended the lease term to 2025 for all of our LTACs operated by Kindred that were scheduled to mature in 2018 and 2020, at the current rent level.

Portfolio Summary

The following table summarizes our consolidated portfolio of properties and other investments (including properties classified as held for sale and excluding properties owned through investments in unconsolidated entities) as of and for the year ended December 31, 2016:
 
 
 
 
 
 
Real Estate Property Investments
 
Revenues
Asset Type
 
# of
Properties (1)
 
# of Units/
Sq. Ft./Beds(2)
 
Real Estate Property Investment, at Cost
 
Percent of
Total Real Estate Property Investments
 
Real Estate
Property
Investment Per Unit/Bed/Sq. Ft.
 
Revenue
 
Percent of Total Revenues
 
 
(Dollars in thousands)
Seniors housing communities
 
744

 
65,175

 
$
16,074,611

 
61.8
%
 
$
246.6

 
$2,351,473
 
68.4
%
MOBs(3)
 
365

 
20,443,999

 
5,393,841

 
20.7

 
0.3

 
599,058

 
17.4

Life science and innovation centers
 
23

 
4,272,185

 
1,587,915

 
6.1

 
0.4

 
52,354

 
1.5

Skilled nursing facilities
 
53

 
6,279

 
358,329

 
1.4

 
57.1

 
75,985

 
2.2

Specialty hospitals
 
38

 
3,282

 
453,166

 
1.7

 
138.1

 
160,009

 
4.6

General acute care hospitals
 
12

 
2,064

 
1,459,353

 
5.6

 
707.1

 
105,673

 
3.1

Total properties
 
1,235

 
 
 
25,327,215

 
97.3

 
 
 
3,344,552

 
97.2

Secured loans receivable and investments, net
 
 
 
 
 
702,021

 
2.7

 
 
 
98,094

 
2.8

Interest and other income
 
 

 
 

 

 

 
 

 
876

 
0.0

Total
 
 

 
 

 
$
26,029,236

 
100.0
%
 
 

 
$
3,443,522

 
100.0
%
(1) 
As of December 31, 2016, we also owned 21 seniors housing communities, 13 skilled nursing facilities and five MOBs through investments in unconsolidated entities. Our consolidated properties were located in 46 states, the District of Columbia, seven Canadian provinces and the United Kingdom and, excluding MOBs, were operated or managed by 94 unaffiliated healthcare operating companies, including the following publicly traded companies or their subsidiaries: Brookdale Senior Living (140 properties) (excluding six properties owned through investments in unconsolidated entities and one property managed by Brookdale Senior Living pursuant to a long-term management agreement); Kindred (68 properties) (excluding one MOB); 21st Century Oncology Holdings, Inc. (12 properties); Capital Senior Living Corporation (12 properties); Spire Healthcare plc (three properties); and HealthSouth Corp. (four properties).

3


(2) 
Seniors housing communities are measured in units; MOBs and life science and innovation centers are measured by square footage; and skilled nursing facilities, specialty hospitals and general acute care hospitals are measured by bed count.
(3) 
As of December 31, 2016, we leased 67 of our consolidated MOBs pursuant to triple-net leases, Lillibridge or PMBRES managed 279 of our consolidated MOBs and 19 of our consolidated MOBs were managed by eight unaffiliated managers. Through Lillibridge and PMBRES, we also provided management and leasing services for 90 MOBs owned by third parties as of December 31, 2016.

Seniors Housing and Healthcare Properties

As of December 31, 2016, we owned a total of 1,274 seniors housing and healthcare properties (including properties owned through investments in unconsolidated entities and properties classified as held for sale) as follows:
 
Consolidated
(100% interest)
 
Consolidated
(<100% interest)
 
Unconsolidated
(5-25% interest)
 
Total
Seniors housing communities
731

 
13

 
21

 
765

MOBs
332

 
33

 
5

 
370

Life science and innovation centers
15

 
8

 

 
23

Skilled nursing facilities
53

 

 
13

 
66

Specialty hospitals
37

 
1

 

 
38

General acute care hospitals
12

 

 

 
12

Total
1,180

 
55

 
39

 
1,274

Seniors Housing Communities
Our seniors housing communities include independent and assisted living communities, continuing care retirement communities and communities providing care for individuals with Alzheimer’s disease and other forms of dementia or memory loss. These communities offer studio, one bedroom and two bedroom residential units on a month-to-month basis primarily to elderly individuals requiring various levels of assistance. Basic services for residents of these communities include housekeeping, meals in a central dining area and group activities organized by the staff with input from the residents. More extensive care and personal supervision, at additional fees, are also available for such needs as eating, bathing, grooming, transportation, limited therapeutic programs and medication administration, which allow residents certain conveniences and enable them to live as independently as possible according to their abilities. These services are often met by home health providers, close coordination with the resident’s physician and skilled nursing facilities. Charges for room, board and services are generally paid from private sources.
Medical Office Buildings
Typically, our MOBs are multi-tenant properties leased to several unrelated medical practices, although in many cases they may be associated with a large single specialty or multi-specialty group. Tenants include physicians, dentists, psychologists, therapists and other healthcare providers, who require space devoted to patient examination and treatment, diagnostic imaging, outpatient surgery and other outpatient services. MOBs are similar to commercial office buildings, although they require greater plumbing, electrical and mechanical systems to accommodate physicians’ requirements such as sinks in every room, brighter lights and specialized medical equipment. As of December 31, 2016, we owned or managed for third parties approximately 24 million square feet of MOBs that are predominantly located on or near an acute care hospital campus.
Life Science and Innovation Centers
Our life science and innovation centers contain laboratory and office space primarily for scientific research for universities, academic medical centers, technology, biotechnology, medical device and pharmaceutical companies and other organizations involved in the life science industry. While these properties have characteristics similar to commercial office buildings, they generally contain more advanced electrical, mechanical, and heating, ventilating and air conditioning systems. The facilities generally have specialty equipment including emergency generators, fume hoods, lab bench tops and related amenities. In many instances, life science tenants make significant investments to improve their leased space, in addition to landlord improvements, to accommodate biology, chemistry or medical device research initiatives. Our life science and innovation centers are primarily located on or contiguous to university and academic medical campuses. The campus settings allow us the opportunity to provide flexible, contiguous/adjacent expansion to accommodate the growth of existing tenants.

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Skilled Nursing Facilities
Our skilled nursing facilities provide rehabilitative, restorative, skilled nursing and medical treatment for patients and residents who do not require the high technology, care-intensive, high cost setting of an acute care or rehabilitation hospital. Treatment programs include physical, occupational, speech, respiratory and other therapies, including sub-acute clinical protocols such as wound care and intravenous drug treatment. Charges for these services are generally paid from a combination of government reimbursement and private sources.
Long-Term Acute Care Hospitals
30 of our properties are operated as LTACs. LTACs have a Medicare average length of stay of greater than 25 days and serve medically complex, chronically ill patients who require a high level of monitoring and specialized care, but whose conditions do not necessitate the continued services of an intensive care unit. The operators of these LTACs have the capability to treat patients who suffer from multiple systemic failures or conditions such as neurological disorders, head injuries, brain stem and spinal cord trauma, cerebral vascular accidents, chemical brain injuries, central nervous system disorders, developmental anomalies and cardiopulmonary disorders. Chronic patients often depend on technology for continued life support, such as mechanical ventilators, total parenteral nutrition, respiration or cardiac monitors and dialysis machines, and, due to their severe medical conditions, generally are not clinically appropriate for admission to a nursing facility or rehabilitation hospital. All of our LTACs are freestanding facilities, and we do not own any “hospitals within hospitals.” We also own eight inpatient rehabilitation hospitals devoted to the rehabilitation of patients with various neurological, musculoskeletal, orthopedic and other medical conditions following stabilization of their acute medical issues.
General Acute Care Hospitals
12 of our properties are operated as general acute care hospitals. General acute care hospitals provide medical and surgical services, including inpatient care, intensive care, cardiac care, diagnostic services and emergency services. These hospitals also provide outpatient services such as outpatient surgery, laboratory, radiology, respiratory therapy, cardiology and physical therapy. In the United States, these hospitals receive payments for patient services from the federal government primarily under the Medicare program, state governments under their respective Medicaid or similar programs, health maintenance organizations, preferred provider organizations, other private insurers and directly from patients.
Geographic Diversification of Properties
Our portfolio of seniors housing and healthcare properties is broadly diversified by geographic location throughout the United States, Canada and the United Kingdom, with properties in only one state (California) accounting for more than 10% of our total revenues and total net operating income (“NOI,” which is defined as total revenues, excluding interest and other income, less property-level operating expenses and office building services costs), in each case excluding amounts in discontinued operations, for the year ended December 31, 2016.

5


The following table shows our rental income and resident fees and services by geographic location for the year ended December 31, 2016:
 
Rental Income and
Resident Fees and
Services (1)
 
Percent of Total
Revenues (1)
 
 
(Dollars in thousands)
 
Geographic Location
 
 
 
 
California
$
526,388

 
15.3
%
 
New York
302,348

 
8.8

 
Texas
215,370

 
6.3

 
Illinois
167,907

 
4.9

 
Florida
153,566

 
4.5

 
Pennsylvania
128,937

 
3.7

 
Georgia
121,372

 
3.5

 
Arizona
107,160

 
3.1

 
New Jersey
94,678

 
2.7

 
Connecticut
91,712

 
2.7

 
Other (36 states and the District of Columbia)
1,212,893

 
35.1

 
Total U.S
3,122,331

 
90.6
%
 
Canada (7 provinces)
174,813

 
5.1

 
United Kingdom
26,338

 
0.8

 
Total
$
3,323,482

 
96.5
%
(2) 
(1)
This presentation excludes revenues from properties included in discontinued operations during 2016.
(2)
The remainder of our total revenues is office building and other services revenue, income from loans and investments and interest and other income.
The following table shows our NOI by geographic location for the year ended December 31, 2016:
 
NOI (1)(2)
 
Percent of Total
NOI (1)
 
(Dollars in thousands)
Geographic Location
 
 
 
California
$
276,147

 
13.8
%
New York
117,120

 
5.9

Texas
140,898

 
7.0

Illinois
106,831

 
5.3

Florida
90,742

 
4.5

Pennsylvania
69,155

 
3.5

Indiana
58,181

 
2.9

Arizona
57,519

 
2.9

North Carolina
54,755

 
2.7

New Mexico
51,744

 
2.6

Other (36 states and the District of Columbia)
867,261

 
43.4

Total U.S
1,890,353

 
94.5
%
Canada (7 provinces)
83,882

 
4.2

United Kingdom
26,338

 
1.3

Total
$
2,000,573

 
100.0
%
(1)
This presentation excludes NOI from properties included in discontinued operations during 2016. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures—NOI” included in Item 7 of this Annual Report on Form 10-K for a reconciliation of NOI to our GAAP earnings.
(2)
For a reconciliation of NOI to its most directly comparable GAAP measure, income from continuing operations, see “Non-GAAP Financial Measures.”

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See “NOTE 19—SEGMENT INFORMATION” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K for more information regarding the geographic diversification of our portfolio.
Loans and Investments
As of December 31, 2016, we had $754.6 million of net loans receivable and investments relating to seniors housing and healthcare operators or properties. Our loans receivable and investments provide us with interest income, principal amortization and transaction fees and are typically secured by mortgage liens or leasehold mortgages on the underlying properties and corporate or personal guarantees by affiliates of the borrowing entity. In some cases, the loans are secured by a pledge of ownership interests in the entity or entities that own the related seniors housing or healthcare properties. From time to time, we also make investments in mezzanine loans, which are subordinated to senior secured loans held by other investors that encumber the same real estate. See “NOTE 6—LOANS RECEIVABLE AND INVESTMENTS” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.
Development and Redevelopment Projects
We are party to certain agreements that obligate us to develop seniors housing or healthcare properties funded through capital that we and, in certain circumstances, our joint venture partners provide. As of December 31, 2016, we had six properties under development pursuant to these agreements, including one property that is owned by an unconsolidated real estate entity. In addition, from time to time, we engage in redevelopment projects with respect to our existing seniors housing communities to maximize the value, increase NOI, maintain a market-competitive position, achieve property stabilization or change the primary use of the property.
Segment Information
We evaluate our operating performance and allocate resources based on three reportable business segments: triple-net leased properties; senior living operations; and office operations. Non-segment assets, classified as “all other,” consist primarily of corporate assets, including cash, restricted cash, deferred financing costs, loans receivable and investments, and miscellaneous accounts receivable. We evaluate performance of the combined properties in each reportable business segment based on segment NOI and related measures. For further information regarding our business segments and a discussion of our definition of segment NOI, see “NOTE 19—SEGMENT INFORMATION” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.
Significant Tenants, Operators and Managers
The following table summarizes certain information regarding our tenant, operator and manager concentration as of and for the year ended December 31, 2016 (excluding properties classified as held for sale as of December 31, 2016):
 
Number of
Properties Leased
or Managed
 
Percent of Total Real Estate Investments (1)
 
Percent of Total Revenues
 
Percent of NOI
Senior living operations (2)
298

 
33.9
%
 
53.6
%
 
30.2
%
Brookdale Senior Living (3)
140

 
8.1

 
4.8

 
8.3

Kindred
69

 
1.8

 
5.4

 
9.2

Ardent
10

 
5.1

 
3.1

 
5.3


(1)
Based on gross book value.
(2)
Excludes one property owned through investments in unconsolidated entities.
(3)
Excludes six properties owned through investments in unconsolidated entities and one property managed by Brookdale Senior Living pursuant to a long-term management agreement.
Triple-Net Leased Properties
Each of our leases with Brookdale Senior Living, Kindred and Ardent is a triple-net lease that obligates the tenant to pay all property-related expenses, including maintenance, utilities, repairs, taxes, insurance and capital expenditures, and to comply with the terms of the mortgage financing documents, if any, affecting the properties. In addition, each of our Brookdale Senior Living, Kindred and Ardent leases has a corporate guaranty. Brookdale Senior Living and Kindred have multiple leases with us and those leases contain cross-default provisions tied to each other, as well as lease renewals by lease agreement or by pool of assets.
The properties we lease to Brookdale Senior Living, Kindred and Ardent accounted for a significant portion of our triple-net leased properties segment revenues and NOI for the year ended December 31, 2016. If any of Brookdale Senior Living, Kindred or Ardent becomes unable or unwilling to satisfy its obligations to us or to renew its leases with us upon

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expiration of the terms thereof, our financial condition and results of operations could decline and our ability to service our indebtedness and to make distributions to our stockholders could be impaired. We cannot assure you that Brookdale Senior Living, Kindred and Ardent will have sufficient assets, income and access to financing to enable them to satisfy their respective obligations to us, and any failure, inability or unwillingness by Brookdale Senior Living, Kindred or Ardent to do so could have a material adverse effect on our business, financial condition, results of operations or liquidity and our ability to service our indebtedness and other obligations and to make distributions to our stockholders, as required for us to continue to qualify as a REIT (a “Material Adverse Effect”). We also cannot assure you that Brookdale Senior Living, Kindred and Ardent will elect to renew their respective leases with us upon expiration of the leases or that we will be able to reposition any non-renewed properties on a timely basis or on the same or better economic terms, if at all. See “Risks Factors—Risks Arising from Our Business—Our leases with Brookdale Senior Living, Kindred and Ardent account for a significant portion of our triple-net leased properties segment revenues and operating income; Any failure, inability or unwillingness by Brookdale Senior Living, Kindred or Ardent to satisfy its obligations under our agreements could have a Material Adverse Effect on us” included in Item 1A of this Annual Report on Form 10-K.
Brookdale Senior Living Leases
As of December 31, 2016, we leased 140 properties (excluding six properties owned through investments in unconsolidated entities and one property managed by Brookdale Senior Living pursuant to a long-term management agreement) to Brookdale Senior Living pursuant to multiple lease agreements.
Pursuant to our lease agreements, Brookdale Senior Living is obligated to pay base rent, which escalates annually at a specified rate over the prior period base rent. As of December 31, 2016, the aggregate 2017 contractual cash rent due to us from Brookdale Senior Living, excluding variable interest that Brookdale Senior Living is obligated to pay as additional rent based on certain floating rate mortgage debt, was approximately $178.8 million, and the current aggregate contractual base rent (computed in accordance with U.S. generally accepted accounting principles (“GAAP”)) due to us from Brookdale Senior Living, excluding the variable interest, was approximately $162.6 million (in each case, excluding six properties owned through investments in unconsolidated entities as of December 31, 2016). See “NOTE 3—CONCENTRATION OF CREDIT RISK” and “NOTE 14—COMMITMENTS AND CONTINGENCIES” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.
Kindred Leases
As of December 31, 2016, we leased 68 properties (excluding one MOB) to Kindred pursuant to multiple lease agreements. The properties leased pursuant to our Kindred master leases are grouped into bundles, or “renewal groups,” with each renewal group containing a varying number of geographically diversified properties. All properties within a single renewal group have the same current lease term of five to 12 years, and each renewal group is currently subject to one or more successive five-year renewal terms at Kindred’s option, provided certain conditions are satisfied. Kindred’s renewal option is “all or nothing” with respect to the properties contained in each renewal group. In November 2016, Kindred extended the lease term to 2025 for all of our LTACs operated by Kindred that were scheduled to mature in 2018 and 2020, at the current rent level.
The aggregate annual rent we receive under each Kindred master lease is referred to as “base rent.” Base rent escalates annually at a specified rate over the prior period base rent, contingent, in the case of the remaining three original Kindred master leases, upon the satisfaction of specified facility revenue parameters. The annual rent escalator under two Kindred master leases is 2.7%, and the annual rent escalator under the other two Kindred master leases is based on year-over-year changes in CPI, subject to floors and caps. As of December 31, 2016, the aggregate 2017 contractual cash rent due to us from Kindred was approximately $170.1 million, and the current aggregate contractual base rent (computed in accordance with GAAP) due to us from Kindred was approximately $187.7 million
Ardent Lease
As of December 31, 2016, we leased ten hospital campuses to Ardent pursuant to a single, triple-net master lease agreement. Pursuant to our master lease agreement, Ardent is obligated to pay base rent, which escalates annually by the lesser of four times the increase in the consumer price index for the relevant period and 2.5%.  The initial term of the master lease expires on August 31, 2035 and Ardent has one ten-year renewal option.
As of December 31, 2016, the aggregate 2017 contractual cash rent due to us from Ardent was approximately $109.2 million, and the current aggregate contractual base rent (computed in accordance with GAAP) due to us from Ardent was also approximately $109.2 million

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Senior Living Operations
As of December 31, 2016, Atria and Sunrise, collectively, provided comprehensive property management and accounting services with respect to 266 seniors housing communities included in our senior living operations reportable business segment, for which we pay annual management fees pursuant to long-term management agreements. Most of our management agreements with Atria have initial terms expiring either July 31, 2024 or December 31, 2027, with successive automatic ten-year renewal periods. The management fees payable to Atria under most of the Atria management agreements range from 4.5% to 5% of revenues generated by the applicable properties, and Atria can earn up to an additional 1% of revenues based on the achievement of specified performance targets. Most of our management agreements with Sunrise have terms ranging from 25 to 30 years (which commenced as early as 2004 and as recently as 2012). The management fees payable to Sunrise under the Sunrise management agreements generally range from 5% to 7% of revenues generated by the applicable properties. See “NOTE 3—CONCENTRATION OF CREDIT RISK” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.
Because Atria and Sunrise manage our properties in exchange for the receipt of a management fee from us, we are not directly exposed to the credit risk of our managers in the same manner or to the same extent as our triple-net tenants. However, we rely on our managers’ personnel, expertise, technical resources and information systems, proprietary information, good faith and judgment to manage our senior living operations efficiently and effectively. We also rely on our managers to set appropriate resident fees and to otherwise operate our seniors housing communities in compliance with the terms of our management agreements and all applicable laws and regulations. Although we have various rights as the property owner under our management agreements, including various rights to terminate and exercise remedies under those agreements as provided therein, Atria’s or Sunrise’s failure, inability or unwillingness to satisfy its respective obligations under those agreements, to efficiently and effectively manage our properties or to provide timely and accurate accounting information with respect thereto could have a Material Adverse Effect on us. In addition, significant changes in Atria’s or Sunrise’s senior management or equity ownership or any adverse developments in their businesses and affairs or financial condition could have a Material Adverse Effect on us. See “Risk Factors—Risks Arising from Our Business—The properties managed by Atria and Sunrise account for a significant portion of our revenues and operating income; Adverse developments in Atria’s or Sunrise’s business and affairs or financial condition could have a Material Adverse Effect on us” and “—We have rights to terminate our management agreements with Atria and Sunrise in whole or with respect to certain properties under certain circumstances, and we may be unable to replace Atria or Sunrise if our management agreements are terminated or not renewed” included in Item 1A of this Annual Report on Form 10-K.
Our 34% ownership interest in Atria entitles us to certain rights and minority protections, as well as the right to appoint two of six members on the Atria Board of Directors.
Competition
We generally compete for investments in seniors housing and healthcare assets with publicly traded, private and non-listed healthcare REITs, real estate partnerships, healthcare providers, healthcare lenders and other investors, including developers, banks, insurance companies, pension funds, government-sponsored entities and private equity firms, some of whom may have greater financial resources and lower costs of capital than we do. Increased competition challenges our ability to identify and successfully capitalize on opportunities that meet our objectives, which is affected by, among other factors, the availability of suitable acquisition or investment targets, our ability to negotiate acceptable transaction terms and our access to and cost of capital. See “Risk Factors—Risks Arising from Our Business—Our pursuit of investments in and acquisitions of, or our development or redevelopment of, seniors housing and healthcare assets may be unsuccessful or fail to meet our expectations” included in Item 1A of this Annual Report on Form 10-K and “NOTE 10—SENIOR NOTES PAYABLE AND OTHER DEBT” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.
Our tenants, operators and managers also compete on a local and regional basis with other healthcare operating companies that provide comparable services. Seniors housing community, skilled nursing facility and hospital operators compete to attract and retain residents and patients to our properties based on scope and quality of care, reputation and financial condition, price, location and physical appearance of the properties, services offered, qualified personnel, physician referrals and family preferences. With respect to MOBs, we and our third-party managers compete to attract and retain tenants based on many of the same factors, in addition to quality of the affiliated health system, physician preferences and proximity to hospital campuses. The ability of our tenants, operators and managers to compete successfully could be affected by private, federal and state reimbursement programs and other laws and regulations. See “Risk Factors—Risks Arising from Our Business—Our tenants, operators and managers may be adversely affected by healthcare regulation and enforcement” and “—Changes in the reimbursement rates or methods of payment from third-party payors, including the Medicare and Medicaid programs, could have a material adverse effect on certain of our tenants and operators and on us” included in Item 1A of this Annual Report on Form 10-K.

9


Employees
As of December 31, 2016, we had 493 employees, including 263 employees associated with our office operations reportable business segment, but excluding 1,384 employees at our Canadian seniors housing communities under the supervision and control of our independent managers. Although the applicable manager is responsible for hiring and maintaining the labor force at each of our Canadian seniors housing communities, we bear many of the costs and risks generally borne by employers, particularly with respect to those properties with unionized labor. None of our employees is subject to a collective bargaining agreement, other than those employees in the Canadian seniors housing communities managed by Sunrise or Atria. We believe that relations with our employees are positive. See “Risk Factors—Risks Arising from Our Business—Our operating assets expose us to various operational risks, liabilities and claims that could adversely affect our ability to generate revenues or increase our costs and could have a Material Adverse Effect on us” included in Item 1A of this Annual Report on Form 10-K.
Insurance
We maintain or require in our lease, management and other agreements that our tenants, operators and managers maintain all applicable lines of insurance on our properties and their operations. We believe that the amount and scope of insurance coverage provided by our policies and the policies required to be maintained by our tenants, operators and managers are customary for similarly situated companies in our industry. Although we regularly monitor our tenants’, operators’ and managers’ compliance with their respective insurance requirements, we cannot assure you that they will maintain the required insurance coverages, and any failure, inability or unwillingness by our tenants, operators and managers to do so could have a Material Adverse Effect on us. We also cannot assure you that we will continue to require the same levels of insurance coverage under our lease, management and other agreements, that such insurance coverage will be available at a reasonable cost in the future or that the policies maintained will fully cover all losses related to our properties upon the occurrence of a catastrophic event, nor can we assure you of the future financial viability of the insurers.
We maintain the property insurance for all of our senior living operations, as well as the general and professional liability insurance for our seniors housing communities and related operations managed by Atria. However, Sunrise maintains the general and professional liability insurance for our seniors housing communities and related operations that it manages in accordance with the terms of our management agreements. Under our management agreements with Sunrise, we may elect, on an annual basis, whether we or Sunrise will bear responsibility for maintaining the required insurance coverage for the applicable properties, but the costs of such insurance are facility expenses paid from the revenues of those properties, regardless of who maintains the insurance.
Through our office operations, we provide engineering, construction and architectural services in connection with new development projects, and any design, construction or systems failures related to the properties we develop could result in substantial injury or damage to our clients or third parties. Any such injury or damage claims may arise in the ordinary course and may be asserted with respect to ongoing or completed projects. Although we maintain liability insurance to protect us against these claims, if any claim results in a loss, we cannot assure you that our policy limits would be adequate to cover the loss in full. If we sustain losses in excess of our insurance coverage, we may be required to pay the difference and we could lose our investment in, or experience reduced profits and cash flows from, the affected MOB, which could have a Material Adverse Effect on us.
For various reasons, including to reduce and manage costs, many healthcare companies utilize different organizational and corporate structures coupled with self-insurance trusts or captive programs that may provide less coverage than a traditional insurance policy. As a result, companies that self-insure could incur large funded and unfunded general and professional liability expenses, which could have a material adverse effect on their liquidity, financial condition and results of operations. The implementation of a trust or captive by any of our tenants, operators or managers could adversely affect such person’s ability to satisfy its obligations under, or otherwise comply with the terms of, its respective lease, management and other agreements with us, which could have a Material Adverse Effect on us. Likewise, if we decide to implement a captive or self-insurance program, any large funded and unfunded general and professional liability expenses that we incur could have a Material Adverse Effect on us.
Additional Information
We maintain a website at www.ventasreit.com. The information on our website is not incorporated by reference in this Annual Report on Form 10-K, and our web address is included as an inactive textual reference only.
We make available, free of charge, through our website our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13 or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. In addition, our Guidelines on Governance, our Global Code of Ethics and Business Conduct (including waivers from and

10


amendments to that document) and the charters for each of our Audit and Compliance, Nominating and Corporate Governance and Executive Compensation Committees are available on our website, and we will mail copies of the foregoing documents to stockholders, free of charge, upon request to our Corporate Secretary at Ventas, Inc., 353 North Clark Street, Suite 3300, Chicago, Illinois 60654.
GOVERNMENTAL REGULATION
Healthcare Regulation
Overview
Healthcare is a highly regulated industry and we expect that trend will, in general, continue in the future. Our tenants, operators and managers are typically subject to extensive and complex federal, state and local laws and regulations relating to quality of care, licensure and certificate of need, government reimbursement, fraud and abuse practices, qualifications of personnel, adequacy of plant and equipment, and other laws and regulations governing the operation of healthcare facilities. The applicable rules are wide-ranging and can subject our tenants, operators and managers to civil, criminal, and administrative sanctions, including: the possible loss of accreditation or license; denial of reimbursement; imposition of fines; suspension, decertification, or exclusion from federal and state healthcare programs; or facility closure. Changes in laws or regulations, reimbursement policies, enforcement activity and regulatory non-compliance by tenants, operators and managers can all have a significant effect on their operations and financial condition, which in turn may adversely impact us, as detailed below and set forth under “Risk Factors” in Part I, Item 1A of this Annual Report on Form 10-K.
The recent U.S. presidential election, coupled with a Republican-controlled Congress, makes the repeal of the Affordable Care Act (“ACA”) a possibility. Beyond this, significant changes to commercial health insurance, Medicare and Medicaid are all possible. Government payors, such as the federal Medicare program and state Medicaid programs, as well as private insurance carriers (including health maintenance organizations and other health plans), are likely to impose greater discounts and more stringent cost controls upon operators (through changes in reimbursement rates and methodologies, discounted fee structures, the assumption by healthcare providers of all or a portion of the financial risk or otherwise). A shift toward less comprehensive health insurance coverage and increased consumer cost-sharing on health expenditures could have a material adverse effect on certain of our operators’ liquidity, financial condition and results of operations and, in turn, their ability to satisfy their contractual obligations, including making rental payments under and otherwise complying with the terms of our leases.
Licensure, Certification and CONs
In general, the operators of our hospitals and skilled nursing facilities must be licensed and periodically certified through various regulatory agencies that determine compliance with federal, state and local laws to participate in the Medicare and Medicaid programs. Legal requirements pertaining to such licensure and certification relate to the quality of medical care provided by the operator, qualifications of the operator’s administrative personnel and clinical staff, adequacy of the physical plant and equipment and continuing compliance with applicable laws and regulations. A loss of licensure or certification could adversely affect a hospital or skilled nursing facility operator’s ability to receive payments from the Medicare and Medicaid programs, which, in turn, could adversely affect its ability to satisfy its obligations to us.
In addition, many of our skilled nursing facilities are subject to state CON laws that require governmental approval prior to the development or expansion of healthcare facilities and services. The approval process in these states generally requires a facility to demonstrate the need for additional or expanded healthcare facilities or services. CONs, where applicable, are also sometimes necessary for changes in ownership or control of licensed facilities, addition of beds, investment in major capital equipment, introduction of new services or termination of services previously approved through the CON process. CON laws and regulations may restrict an operator’s ability to expand our properties and grow its business in certain circumstances, which could have an adverse effect on the operator’s revenues and, in turn, its ability to make rental payments under and otherwise comply with the terms of our leases. See “Risk Factors-Risks Arising from Our Business-If we must replace any of our tenants or operators, we might be unable to reposition the properties on as favorable terms, or at all, and we could be subject to delays, limitations and expenses, which could have a Material Adverse Effect on us” included in Part I, Item 1A of this Annual Report on Form 10-K.
State CON laws remained largely unchanged in 2016, with the exceptions of New Hampshire and Tennessee. New Hampshire repealed its CON laws, effective June 30, 2016. Tennessee, on the other hand, deleted or liberalized several services from its CON requirements while adding others. Among the additions to CON requirements, hospitals in Tennessee are now required to obtain a CON when seeking to create a satellite emergency department, as well as prior to starting an organ donation/organ transplant service.
    Compared to hospitals and skilled nursing facilities, seniors housing communities (other than those that receive

11


Medicaid payments) do not receive significant funding from governmental healthcare programs and are subject to relatively few, if any, federal regulations. Instead, to the extent they are regulated, such regulation consists primarily of state and local laws governing licensure, provision of services, staffing requirements and other operational matters, which vary greatly from one jurisdiction to another. Although recent growth in the U.S. seniors housing industry has attracted the attention of various federal agencies that believe more federal regulation of these properties is necessary, Congress thus far has deferred to state regulation of seniors housing communities. However, as a result of this growth and increased federal scrutiny, some states have revised and strengthened their regulation of seniors housing communities, and more states are expected to do the same in the future.
As discussed in greater detail below, a number of states have instituted Medicaid waiver programs that blend the functions of healthcare and custodial care providers, and expand the scope of services that can be provided under certain licenses. The trend toward this kind of experimentation is likely to continue, and even hasten, under current political leadership. The temporary and experimental nature of these programs means that states will also continue to adjust their licensing and certification processes, which may result in some of our operators facing increased competition and others facing new requirements.
Fraud and Abuse Enforcement
Skilled nursing facilities, hospitals and senior housing communities that receive Medicaid payments are subject to various complex federal, state and local laws and regulations that govern healthcare providers' relationships and arrangements and prohibit fraudulent and abusive business practices. These laws and regulations include, among others:
Federal and state false claims acts, which, among other things, prohibit healthcare providers from filing false claims or making false statements to receive payment from Medicare, Medicaid or other governmental healthcare programs;
Federal and state anti-kickback and fee-splitting statutes, including the Medicare and Medicaid anti-kickback statute, which prohibit the payment, receipt or solicitation of any remuneration to induce referrals of patients for items or services covered by a governmental healthcare program, including Medicare and Medicaid;
Federal and state physician self-referral laws, including the federal Stark Law, which generally prohibits physicians from referring patients enrolled in certain governmental healthcare programs to providers of certain designated health services in which the referring physician or an immediate family member of the referring physician has an ownership or other financial interest;
The federal Civil Monetary Penalties Law, which authorizes the U.S. Department of Health and Human Services (“HHS”) to impose civil penalties administratively for fraudulent acts; and
State and federal data privacy and security laws, including the privacy and security rules of the Health Insurance Portability and Accountability Act of 1996, which provide for the privacy and security of certain individually identifiable health information.

Violating these healthcare fraud and abuse laws and regulations may result in criminal and civil penalties, such as punitive sanctions, damage assessments, monetary penalties, imprisonment, denial of Medicare and Medicaid payments, and exclusion from the Medicare and Medicaid programs. The responsibility for enforcing these laws and regulations lies with a variety or federal, state and local governmental agencies, however they can also be enforced by private litigants through federal and state false claims acts and other laws that allow private individuals to bring whistleblower suits known as qui tam actions.
Congress has significantly increased funding to the governmental agencies charged with enforcing the healthcare fraud and abuse laws to facilitate increased audits, investigations and prosecutions of providers suspected of healthcare fraud. As a result, government investigations and enforcement actions brought against healthcare providers have increased significantly in recent years and are expected to continue. A violation of federal or state anti-fraud and abuse laws or regulations by an operator of our properties could have a material adverse effect on the operator’s liquidity, financial condition or results of operations, which could adversely affect its ability to satisfy its contractual obligations, including making rental payments under and otherwise complying with the terms of our leases.
It is too early to know whether the new presidential administration will expand on these efforts, but it is likely that states will devote additional resources to Medicaid fraud, waste, and abuse initiatives. Medicaid reform plans may include lowering the growth rate of Medicaid spending, which will put pressure on states to exert greater scrutiny over the utilization of services.

12


Medicare’s fraud, waste, and abuse initiatives will also likely be retooled during the new presidential administration. A backlog of provider appeals in response to Medicare audits may require the Centers for Medicare and Medicaid Services (“CMS”) to consider more expedited and conservative methods for determining recovery amounts. The Recovery Audit Contractor program, which has recovered more than $2 billion for the Medicare program, continues to be controversial and may be modified under the new administration. Finally, the growth of value- based reimbursement models in Medicare may result in new rules regarding physician ownership of other providers, provider referrals, and provider affiliated charities buying down the cost of care for certain consumers. In total, Medicare program integrity might be less of a focus of the new administration, but there will be policy changes and as yet unknown pockets of increased oversight that are expected to create new risks for operators of healthcare facilities.
Reimbursement
The majority of skilled nursing facilities reimbursement, and a significant percentage of hospital reimbursement, is through Medicare and Medicaid. Medical buildings and other healthcare related properties have provider tenants that participate in Medicare and Medicaid. These programs are often their largest source of funding. Seniors housing communities generally do not receive funding from Medicare or Medicaid, but their ability to retain their residents is impacted by policy decisions and initiatives established by the administrators of Medicare and Medicaid. The passage of the ACA in 2010 allowed formerly uninsured Americans to acquire coverage and utilize additional health care services. In addition, the ACA gave the Centers for Medicare and Medicaid Services new authorities to implement Medicaid waiver and pilot programs that impact healthcare and long term custodial care reimbursement by Medicare and Medicaid. These activities promote “aging in place”, allowing senior citizens to stay longer in seniors housing communities, and diverting or delaying their admission into skilled nursing facilities. The potential risks that accompany these regulatory and market changes are discussed below.
As a result of the ACA, and specifically Medicaid expansion and establishment of health insurance exchanges providing subsidized health insurance, an estimated seventeen million more Americans have health insurance than in 2010. These newly-insured Americans utilize services delivered by providers at medical buildings and other healthcare facilities. The new presidential administration and Republican-controlled Congress are committed to repealing the ACA and replacing it with a less federalized model for providing health insurance to individuals and families unable to purchase health insurance on their own. The details of the replacement model are not yet known, but potential end results could be fewer insured individuals and families or individuals and families maintaining less comprehensive insurance coverage. Either outcome could adversely impact the resources of our operators.

Enabled by the Medicare Modernization Act (2003) and subsequent laws, Medicare and Medicaid have implemented pilot programs (officially termed demonstrations or models) to “divert” elderly from skilled nursing facilitates and promote “aging in place” in “the least restrictive environment.” Several states have implemented home and community-based Medicaid waiver programs that increase the support services available to senior citizens in senior housing, lengthening the time that many seniors can live outside of a skilled nursing facility. These Medicaid waiver programs are subject to re-approval and pilots are time-limited. The new presidential administration may be generally supportive of these programs, but it is nonetheless likely that particular initiatives will gain or lose favor, and certain current initiatives might come to an end or be modified.

CMS is currently in the midst of transitioning Medicare from a traditional fee for service reimbursement model to capitated, value-based, and bundled payment approaches in which the government pays a set amount for each beneficiary for a defined period of time, based on that person’s underlying medical needs, rather than the actual services provided. The result is increasing use of management tools to oversee individual providers and coordinate their services. This puts downward pressure on the number and expense of services provided. Roughly eight million Medicare beneficiaries now receive care via accountable care organizations, and another 18 million are enrolled in Medicare Advantage health plans. The continued trend toward capitated, value-based, and bundled payment approaches has the potential diminish the market for certain healthcare providers, particularly specialist physicians and providers of particular diagnostic technologies such medical resonance imaging services. This could adversely impact the medical properties that house these physicians and medical technology providers.

The majority of Medicare payments continue to be made through traditional Medicare Part A and Part B fee-for-service schedules. Medicare’s payment regulations, particularly with respect to certain hospitals, skilled nursing care, and home health services have resulted in lower net pay increases than providers of those services often desire. In addition, the Medicare and CHIP Reauthorization Act of 2015 establishes a multi-year transition into pay-for-quality approaches for Medicare physicians and other providers. This will include payment reductions for providers who do not meet government quality standards. The implementation of pay-for-quality models is

13


expected to produce funding disparities that could adversely impact some provider tenants in medical buildings and other health care properties.

For the year ended December 31, 2016, approximately 9.2% of our total revenues and 15.0% of our total NOI (in each case excluding amounts in discontinued operations) were attributable to skilled nursing facilities and hospitals in which our third-party tenants receive reimbursement for their services under governmental healthcare programs, such as Medicare and Medicaid. We are neither a participant in, nor a direct recipient of, any reimbursement under these programs with respect to those leased facilities.
Life Science and Innovation Centers
In 2016, we entered the life science and innovation sector (“life science”) through the Life Sciences Acquisition. The life science tenants of these assets are largely university-affiliated organizations. These university-affiliated life science tenants are dependent on government funding to varying degrees. Creating a new pharmaceutical product or medical device requires substantial investments of time and capital, in part because of the extensive regulation of the healthcare industry; it also entails considerable risk of failure in demonstrating that the product is safe and effective and in gaining regulatory approval and market acceptance. Therefore, our tenants in the life science industry face high levels of regulation, expense and uncertainty.
Environmental Regulation
As an owner of real property, we are subject to various federal, state and local laws and regulations regarding environmental, health and safety matters.
These laws and regulations address, among other things, asbestos, polychlorinated biphenyls, fuel oil management, wastewater discharges, air emissions, radioactive materials, medical wastes, and hazardous wastes, and, in certain cases, the costs of complying with these laws and regulations and the penalties for non-compliance can be substantial. With respect to our properties that are operated or managed by third parties, we may be held primarily or jointly and severally liable for costs relating to the investigation and clean-up of any property from which there is or has been an actual or threatened release of a regulated material and any other affected properties, regardless of whether we knew of or caused the release. Such costs typically are not limited by law or regulation and could exceed the property’s value. In addition, we may be liable for certain other costs, such as governmental fines and injuries to persons, property or natural resources, as a result of any such actual or threatened release. See “Risk Factors-Risks Arising from Our Business-We could incur substantial liabilities and costs if any of our properties are found to be contaminated with hazardous substances or we become involved in any environmental disputes” included in Item 1A of this Annual Report on Form 10-K.
Under the terms of our lease, management and other agreements, we generally have a right to indemnification by the tenants, operators and managers of our properties for any contamination caused by them. However, we cannot assure you that our tenants, operators and managers will have the financial capability or willingness to satisfy their respective indemnification obligations to us, and any failure, inability or unwillingness to do so may require us to satisfy the underlying environmental claims.
In general, we have also agreed to indemnify our tenants and operators against any environmental claims (including penalties and clean-up costs) resulting from any condition arising in, on or under, or relating to, the leased properties at any time before the applicable lease commencement date. With respect to our senior living operating portfolio, we have agreed to indemnify our managers against any environmental claims (including penalties and clean- up costs) resulting from any condition on those properties, unless the manager caused or contributed to that condition.
We did not make any material capital expenditures in connection with environmental, health, and safety laws, ordinances and regulations in 2016 and do not expect that we will be required to make any such material capital expenditures during 2017.
Canada
In Canada, seniors housing communities are currently generally subject to significantly less regulation than skilled nursing facilities and hospitals, and the regulation of such facilities is principally a matter of provincial and municipal jurisdiction. As a result, the regulatory regimes that apply to seniors housing communities vary depending on the province (and in certain circumstances, the city) in which a facility is located. Recently, certain Canadian provinces have taken steps to implement regulatory measures that could result in enhanced regulation for seniors housing communities in such provinces.

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CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following discussion summarizes certain U.S. federal income tax considerations that may be relevant to you as a holder of our stock. It is not tax advice, nor does it purport to address all aspects of U.S. federal income taxation that may be important to particular stockholders in light of their personal circumstances or to certain types of stockholders, such as insurance companies, tax-exempt organizations (except to the extent discussed below under “Treatment of Tax-Exempt Stockholders”), financial institutions, pass-through entities (or investors in such entities) or broker-dealers, and non-U.S. individuals and entities (except to the extent discussed below under “Special Tax Considerations for Non-U.S. Stockholders”), that may be subject to special rules.
The statements in this section are based on the Internal Revenue Code of 1986, as amended (the “Code”), U.S. Treasury Regulations, Internal Revenue Service (“IRS”) rulings, administrative interpretations and judicial decisions now in effect, all of which are subject to change or different interpretation, possibly with retroactive effect. The laws governing the U.S. federal income tax treatment of REITs and their stockholders are highly technical and complex, and this discussion is qualified in its entirety by the authorities listed above. We cannot assure you that new laws, interpretations of law or court decisions will not cause any statement herein to be inaccurate.
Federal Income Taxation of Ventas

We elected REIT status beginning with the year ended December 31, 1999. We believe that we have satisfied the requirements to qualify as a REIT for federal income tax purposes for all tax years starting in 1999, and we intend to continue to do so. By qualifying for taxation as a REIT, we generally are not subject to federal income tax on net income that we currently distribute to stockholders, which substantially eliminates the “double taxation” (i.e., taxation at both the corporate and stockholder levels) that results from investment in a C corporation (i.e., a corporation generally subject to full corporate-level tax). Our qualification and taxation as a REIT depend upon our ability to meet the various qualification tests imposed under the Code, which are discussed below, including through actual operating results, asset composition, distribution levels and diversity of stock ownership.
Notwithstanding such qualification, we are subject to federal income tax on any undistributed taxable income, including undistributed net capital gains, at regular corporate rates. In addition, we are subject to a 4% excise tax if we do not satisfy specific REIT distribution requirements. See “Requirements for Qualification as a REIT-Annual Distribution Requirements.” Under certain circumstances, we may be subject to the “alternative minimum tax” on our undistributed items of tax preference. If we have net income from the sale or other disposition of “foreclosure property” (as described below) held primarily for sale to customers in the ordinary course of business or certain other non-qualifying income from foreclosure property, we are subject to tax at the highest corporate rate on that income. See “Requirements for Qualification as a REIT-Foreclosure Property.” In addition, if we have net income from “prohibited transactions” (which are, in general, certain sales or other dispositions of property (other than foreclosure property) held primarily for sale to customers in the ordinary course of business), that income is subject to a 100% tax.
We also may be subject to “Built-in Gains Tax” on any appreciated asset that we own or acquire that was previously owned by a C corporation. If we dispose of any such asset and recognize gain on the disposition during the five-year period immediately after the asset was owned by a C corporation (either prior to our REIT election, or through stock acquisition or merger), then we generally are subject to regular corporate income tax on the gain equal to the lesser of the recognized gain at the time of disposition or the built-in gain in that asset as of the date it became a REIT asset. Certain exceptions may apply if the C corporation makes an election to receive different treatment or if we acquired the asset in an exchange under Section 1031 (a like-kind exchange) or 1033 (an involuntary conversion) of the Code.
If we fail to satisfy either of the gross income tests for qualification as a REIT (as discussed below), but maintain such qualification under the relief provisions of the Code, we will be subject to a 100% tax on the gross income attributable to the amount by which we failed the applicable test, multiplied by a fraction intended to reflect our profitability. In addition, if we violate one or more of the REIT asset tests (as discussed below), we may avoid a loss of our REIT status if we qualify under certain relief provisions and, among other things, pay a tax equal to the greater of $50,000 or the highest corporate tax rate multiplied by the net income generated by the non-qualifying asset during a specified period. If we fail to satisfy any requirement for REIT qualification, other than the gross income or assets tests mentioned above, but maintain such qualification by meeting certain other requirements, we may be subject to a $50,000 penalty for each failure. Finally, we will incur a 100% excise tax on the income derived from certain transactions with a taxable REIT subsidiary (including rental income derived from leasing properties to a taxable REIT subsidiary) that are not conducted on an arm’s-length basis.

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See “Requirements for Qualification as a REIT” below for other circumstances in which we may be required to pay federal taxes.
Requirements for Qualification as a REIT

To qualify as a REIT, we must meet the requirements discussed below relating to our organization, sources of income, nature of assets and distributions of income to our stockholders.
Organizational Requirements

The Code defines a REIT as a corporation, trust or association: (i) that is managed by one or more directors or trustees; (ii) the beneficial ownership of which is evidenced by transferable shares or by transferable certificates of beneficial interest; (iii) that would be taxable as a domestic corporation but for Sections 856 through 859 of the Code; (iv) that is neither a financial institution nor an insurance company subject to certain provisions of the Code; (v) the beneficial ownership of which is held by 100 or more persons during at least 335 days of a taxable year of 12 months, or during a proportionate part of a shorter taxable year (the “100 Shareholder Rule”); (vi) not more than 50% in value of the outstanding stock of which is owned, directly or indirectly, by five or fewer individuals (as defined in the Code to include certain entities) during the last half of each taxable year (the “5/50 Rule”); (vii) that makes an election to be a REIT (or has made such election for a prior taxable year) and satisfies all relevant filing and other administrative requirements established by the IRS that must be met in order to elect and to maintain REIT status; (viii) that uses a calendar year for federal income tax purposes; and (ix) that meets certain other tests, described below, regarding the nature of its income and assets and the amount of its distributions.
We believe, but cannot assure you, that we have satisfied and will continue to satisfy the organizational requirements for qualification as a REIT. Although our certificate of incorporation contains certain limits on the ownership of our stock that are intended to prevent us from failing the 5/50 Rule or the 100 Shareholder Rule, we cannot assure you as to the effectiveness of those limits.
To qualify as a REIT, a corporation also may not have (as of the end of the taxable year) any earnings and profits that were accumulated in periods before it elected REIT status or that are from acquired non-REIT corporations. We believe that we have not had any accumulated earnings and profits that are attributable to non-REIT periods or from acquired corporations that were not REITs, although the IRS is entitled to challenge that determination.
Gross Income Tests

We must satisfy two annual gross income requirements to qualify as a REIT:
At least 75% of our gross income (excluding gross income from prohibited transactions, certain hedging transactions and certain foreign currency gains) for each taxable year must consist of defined types of income derived directly or indirectly from investments relating to real property or mortgages on real property (including pledges of equity interest in certain entities holding real property and also including “rents from real property” (as defined in the Code)) and, in certain circumstances, interest on certain types of temporary investment income; and

At least 95% of our gross income (excluding gross income from prohibited transactions, certain hedging transactions and certain foreign currency gains) for each taxable year must be derived from such real property or temporary investments, dividends, interest and gains from the sale or disposition of stock or securities, or from any combination of the foregoing.

We believe, but cannot assure you, that we have been and will continue to be in compliance with these gross income tests. If we fail to satisfy one or both tests for any taxable year, we nevertheless may qualify as a REIT for that year if we qualify under certain relief provisions of the Code, in which case we would be subject to a 100% tax on the gross income attributable to the amount by which we failed the applicable test, multiplied by a percentage intended to reflect our profitability. If we fail to satisfy one or both tests and do not qualify under the relief provisions for any taxable year, we will not qualify as a REIT for that year, which would have a Material Adverse Effect on us.

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Rents we receive from a tenant will qualify as “rents from real property” for the purpose of satisfying the gross income requirements for a REIT described above only if all of the following conditions are met:

The amount of rent is not based in whole or in part on the income or profits of any person. However, an amount we receive or accrue generally will not be excluded from the term “rents from real property” solely because it is based on a fixed percentage or percentages of receipts or sales;

Neither we nor an actual or constructive owner of 10% or more of our stock actually or constructively owns 10% or more of the interests in the assets or net profits of a non-corporate tenant, or, if the tenant is a corporation, 10% or more of the total combined voting power of all classes of stock entitled to vote or 10% or more of the total value of all classes of stock of the tenant, subject to limited exceptions for a tenant that is a taxable REIT subsidiary, or “TRS”

Rent attributable to personal property, leased in connection with a lease of real property, is not greater than 15% of the total rent received under the lease. If this condition is not met, then the portion of the rent attributable to personal property will not qualify as “rents from real property” and

We generally may not operate or manage the property or furnish or render services to our tenants, subject to a 1% de minimis exception and certain other exceptions.

Asset Tests

At the close of each quarter of our taxable year, we must satisfy the following tests relating to the nature of our assets:
At least 75% of the value of our total assets must be represented by cash or cash items (including certain receivables), government securities, “real estate assets” (including interests in real property and in mortgages on real property and shares in other qualifying REITs) (for taxable years beginning after December 31, 2015, the term “real estate assets” also includes (i) unsecured debt instruments of REITs that are required to file annual and periodic reports with the SEC under the Exchange Act (“Publicly Offered REITs”) (ii) personal property securing a mortgage secured by both real property and personal property if the fair market value of such personal property does not exceed 15% of the combined fair market value of all such personal and real property and (iii) personal property leased in connection with a lease of real property for which the rent attributable to personal property is not greater than 15% of the total rent received under the lease) or, in cases where we raise new capital through stock or long-term (i.e., having a maturity of at least five years) public debt offerings, temporary investments in stock or debt instruments during the one-year period following our receipt of such capital (the “75% asset test”); and

Of the investments not meeting the requirements of the 75% asset test, the value of any single issuer’s debt and equity securities that we own (other than our equity interests in any entity classified as a partnership for federal income tax purposes, the stock or debt of a taxable REIT subsidiary or the stock or debt of a qualified REIT subsidiary or other disregarded entity subsidiary) may not exceed 5% of the value of our total assets (the “5% asset test”), and we may not own more than 10% of any single issuer’s outstanding voting securities (the “10% voting securities test”) or more than 10% of the value of any single issuer’s outstanding securities (the “10% value test”), subject to limited “safe harbor” exceptions.

No more than 25% (20% for taxable years beginning after December 31, 2017) of the value of our total assets can be represented by securities of taxable REIT subsidiaries (the “25% TRS Test” or after December 31, 2017, the “20% TRS Test”).

For taxable years beginning after December 31, 2015, the aggregate value of all unsecured debt instruments of Publicly Offered REITs that we hold may not exceed 25% of the value of our total assets.”

We believe, but cannot assure you, that we have been and will continue to be in compliance with the asset tests described above. If we fail to satisfy one or more asset tests at the end of any quarter, we nevertheless may continue to qualify as a REIT if we satisfied all of the asset tests at the close of the preceding calendar quarter and the discrepancy between the value of our assets and the asset test requirements is due to changes in the market values and not caused in any part by our acquisition of non-qualifying assets.

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Furthermore, if we fail to satisfy any of the asset tests at the end of any calendar quarter without curing that failure within 30 days after quarter end, we would fail to qualify as a REIT unless we qualified under certain relief provisions enacted as part of the American Jobs Creation Act of 2004. Under one relief provision, we would continue to qualify as a REIT if our failure to satisfy the 5% asset test, the 10% voting securities test or the 10% value test is due to our ownership of assets having a total value not exceeding the lesser of 1% of our assets at the end of the relevant quarter or $10 million and we disposed of those assets (or otherwise met such asset tests) within six months after the end of the quarter in which the failure was identified. If we fail to satisfy any of the asset tests for a particular quarter but do not qualify under the relief provision described in the preceding sentence, then we would be deemed to have satisfied the relevant asset test if: (i) following identification of the failure, we filed a schedule containing a description of each asset that caused the failure; (ii) the failure was due to reasonable cause and not willful neglect; (iii) we disposed of the non-qualifying asset (or otherwise met the relevant asset test) within six months after the end of the quarter in which the failure was identified; and (iv) we paid a penalty tax equal to the greater of $50,000 or the highest corporate tax rate multiplied by the net income generated by the non-qualifying asset during the period beginning on the first date of the failure and ending on the date we disposed of the asset (or otherwise cured the asset test failure). We cannot predict whether in all circumstances we would be entitled to the benefit of these relief provisions, and if we fail to satisfy any of the asset tests and do not qualify for the relief provisions, we will lose our REIT status, which would have a Material Adverse Effect on us.
Foreclosure Property

The foreclosure property rules permit us (by our election) to foreclose or repossess properties without being disqualified as a REIT as a result of receiving income that does not qualify under the gross income tests. However, in such a case, we would be subject to a corporate tax on the net non-qualifying income from “foreclosure property,” and the after-tax amount would increase the dividends we would be required to distribute to stockholders. See “Annual Distribution Requirements”. This corporate tax would not apply to income that qualifies under the REIT 75% income test.
Foreclosure property treatment will end on the first day on which we enter into a lease of the applicable property that will give rise to income that does not constitute “good REIT income” under Section 856(c)(3) of the Code, but will not end if the lease will give rise only to good REIT income. Foreclosure property treatment also will end if any construction takes place on the property (other than completion of a building or other improvement that was more than 10% complete before default became imminent). Foreclosure property treatment (other than for qualified healthcare property) is available for an initial period of three years and may, in certain circumstances, be extended for an additional three years. Foreclosure property treatment for qualified healthcare property is available for an initial period of two years and may, in certain circumstances, be extended for an additional four years.
Taxable REIT Subsidiaries

A TRS is a corporation subject to tax as a regular C corporation. Generally, a TRS can own assets that cannot be owned by a REIT directly and can perform tenant services (excluding the direct or indirect operation or management of a lodging or healthcare facility) that would otherwise disqualify the REIT’s rental income under the gross income tests. Notwithstanding general restrictions on related party rent, a REIT can lease healthcare properties to a TRS if the TRS does not manage or operate the properties and instead engages an eligible independent contractor to manage them. We are permitted to own up to 100% of a TRS, subject to the 25% TRS Test (or 20% TRS Test, as applicable) but the Code imposes certain limits on the ability of the TRS to deduct interest payments made to us. In addition, we are subject to a 100% penalty tax on any excess payments received by us or any excess expenses deducted by the TRS if the economic arrangements between the REIT, the REIT’s tenants and the TRS are not comparable to similar arrangements among unrelated parties.
Annual Distribution Requirements

In order to be taxed as a REIT, we are required to distribute dividends (other than capital gain dividends) to our stockholders in an amount at least equal to the sum of (i) 90% of our “REIT taxable income” (computed without regard to the dividends paid deduction and our net capital gain) and (ii) 90% of the net income (after tax), if any, from foreclosure property, minus the sum of certain items of non-cash income. These dividends must be paid in the taxable year to which they relate, but may be paid in the following taxable year if (i) they are declared in October, November or December, payable to stockholders of record on a specified date in one of those months and actually paid during January of such following year or (ii) they are declared before we timely file our tax return for such year and paid on or before the first regular dividend payment after such declaration, and we elect on our federal income tax return for the prior year to have a specified amount of the subsequent dividend treated as paid in the prior year. To the extent we do not distribute all of our net capital gain or at least 90%, but less than 100%, of our REIT taxable income, as adjusted, we will be subject to tax on the undistributed amount at regular capital gains and ordinary corporate tax rates, except to the extent of our net operating loss or capital loss carryforwards. If we pay any

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Built-in Gains Taxes, those taxes will be deductible in computing REIT taxable income. Moreover, if we fail to distribute during each calendar year (or, in the case of distributions with declaration and record dates falling in the last three months of the calendar year, by the end of January following such year) at least the sum of 85% of our REIT ordinary income for such year, 95% of our REIT capital gain net income for such year (other than long-term capital gain we elect to retain and treat as having been distributed to stockholders), and any undistributed taxable income from prior periods, we will be subject to a 4% nondeductible excise tax on the excess of such required distribution over the amounts actually distributed.
We believe, but cannot assure you, that we have satisfied the annual distribution requirements for the year of our initial REIT election and each subsequent year through the year ended December 31, 2016. Although we intend to satisfy the annual distribution requirements to continue to qualify as a REIT for the year ending December 31, 2017 and thereafter, economic, market, legal, tax or other considerations could limit our ability to meet those requirements.
We have net operating loss carryforwards that we may use to reduce our annual distribution requirements. See “NOTE 13—INCOME TAXES” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.
Failure to Continue to Qualify

If we fail to satisfy one or more requirements for REIT qualification, other than by violating a gross income or asset test for which relief is available under the circumstances described above, we would retain our REIT qualification if the failure is due to reasonable cause and not willful neglect and if we pay a penalty of $50,000 for each such failure. We cannot predict whether in all circumstances we would be entitled to the benefit of this relief provision.
If our election to be taxed as a REIT is revoked or terminated in any taxable year (e.g., due to a failure to meet the REIT qualification tests without qualifying for any applicable relief provisions), we would be subject to tax (including any applicable alternative minimum tax) on our taxable income at regular corporate rates (for all open tax years beginning with the year our REIT election is revoked or terminated), and we would not be required to make distributions to stockholders, nor would we be entitled to deduct any such distributions. All distributions to stockholders (to the extent of our current and accumulated earnings and profits) would be taxable as ordinary income, except to the extent such dividends are eligible for the qualified dividends rate generally available to non-corporate holders, and, subject to certain limitations, corporate stockholders would be eligible for the dividends received deduction. In addition, we would be prohibited from re-electing REIT status for the four taxable years following the year during which we ceased to qualify as a REIT, unless certain relief provisions of the Code applied. We cannot predict whether we would be entitled to such relief.
New Partnership Audit Rules
The recently enacted Bipartisan Budget Act of 2015 changes the rules applicable to U.S. federal income tax audits of partnerships. Under the new rules (which are generally effective for taxable years beginning after December 31, 2017), among other changes and subject to certain exceptions, any audit adjustment to items of income, gain, loss, deduction, or credit of a partnership (and any partner’s distributive share thereof) is determined, and taxes, interest, or penalties attributable thereto are assessed and collected, at the partnership level. Although it is uncertain how these new rules will be implemented, it is possible that they could result in partnerships in which we directly or indirect invest being required to pay additional taxes, interest and penalties as a result of an audit adjustment, and we, as a direct or indirect partner of these partnerships, could be required to bear the economic burden of those taxes, interest, and penalties even though we, as a REIT, may not otherwise have been required to pay additional corporate-level taxes had we owned the assets of the partnership directly. The changes created by these new rules are sweeping and in many respects dependent on the promulgation of future regulations or other guidance by the U.S. Treasury. You should consult with your tax advisors with respect to these changes and their potential impact on your investment in our common stock.
Federal Income Taxation of U.S. Stockholders

As used in this discussion, the term “U.S. Stockholder” refers to any beneficial owner of our stock that is, for U.S. federal income tax purposes, an individual who is a citizen or resident of the United States, a corporation created or organized in or under the laws of the United States, any state thereof or the District of Columbia, an estate the income of which must be included in gross income for U.S. federal income tax purposes regardless of its source, or a trust if (i) a U.S. court is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have authority to control all substantial decisions of the trust or (ii) the trust has elected under applicable U.S. Treasury Regulations to retain its pre-August 20, 1996 classification as a U.S. person. If an entity treated as a partnership for U.S. federal income tax purposes holds our stock, the tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of

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the partnership. Partners in partnerships holding our stock should consult their tax advisors. This section assumes the U.S. Stockholder holds our stock as a capital asset (that is, for investment).
Provided we qualify as a REIT, distributions made to our taxable U.S. Stockholders out of current or accumulated earnings and profits (and not designated as capital gain dividends) generally will be taxable to such U.S. Stockholders as ordinary income and will not be eligible for the qualified dividends rate generally available to non-corporate holders or for the dividends received deduction generally available to corporations. Distributions that are designated as capital gain dividends will be taxed as a long-term capital gain (to the extent such distributions do not exceed our actual net capital gain for the taxable year) without regard to the period for which the stockholder has held our stock. The distributions we designate as capital gain dividends may not exceed our dividends paid for the taxable year, including dividends paid the following year that we treated as paid in the current year. Distributions in excess of current and accumulated earnings and profits will not be taxable to a U.S. Stockholder to the extent they do not exceed the U.S. Stockholder’s adjusted basis of our stock (determined on a share-by-share basis), but rather will reduce the U.S. Stockholder’s adjusted basis of our stock. To the extent that distributions in excess of current and accumulated earnings and profits exceed the U.S. Stockholder’s adjusted basis of our stock, such distributions will be included in income as capital gains and taxable at a rate that will depend on the U.S. Stockholder’s holding period for our stock. Any distribution declared by us and payable to a stockholder of record on a specified date in October, November or December of any year will be treated as both paid by us and received by the stockholder on December 31 of that year, provided that we actually pay the distribution during January of the following calendar year. Distributions of amounts previously subject to corporate-level tax (such as dividends we received from TRSs or other corporations, and income that we retained and paid taxes on) are subject to a 20% maximum rate if certain holding period requirements are met.
We may elect to treat all or a part of our undistributed net capital gain as if it had been distributed to our stockholders. If we so elect, our U.S. Stockholders would be required to include in their income as long-term capital gain their proportionate share of our undistributed net capital gain, as designated by us. Each U.S. Stockholder would be deemed to have paid its proportionate share of the income tax imposed on us with respect to such undistributed net capital gain, and this amount would be credited or refunded to the U.S. Stockholder. In addition, the U.S. Stockholder’s tax basis of our stock would be increased by its proportionate share of undistributed net capital gains included in its income, less its proportionate share of the income tax imposed on us with respect to such gains.
U.S. Stockholders may not include in their individual income tax returns any of our net operating losses or net capital losses. Instead, we may carry over those losses for potential offset against our future income, subject to certain limitations. Taxable distributions from us and gain from the disposition of our stock will not be treated as passive activity income, and, therefore, U.S. Stockholders generally will not be able to apply any “passive activity losses” (such as losses from certain types of limited partnerships in which the U.S. Stockholder is a limited partner) against such income. In addition, taxable distributions from us generally will be treated as investment income for purposes of the investment interest limitations.
We will notify stockholders after the close of our taxable year as to the portions of the distributions attributable to that year that constitute ordinary income, return of capital and capital gain. To the extent that a portion of the distribution is designated as a capital gain dividend, we will notify stockholders as to the portion that is a “20% rate gain distribution” and the portion that is an unrecaptured Section 1250 distribution. A 20% rate gain distribution is a capital gain distribution to U.S. Stockholders that are individuals, estates or trusts that is taxable at a maximum rate of 20%. An unrecaptured Section 1250 gain distribution is taxable to U.S. Stockholders that are individuals, estates or trusts at a maximum rate of 25%.
Taxation of U.S. Stockholders on the Disposition of Shares of Stock

In general, a U.S. Stockholder must treat any gain or loss realized upon a taxable disposition of our stock as long-term capital gain or loss if the U.S. Stockholder has held the stock for more than one year, and otherwise as short-term capital gain or loss. However, a U.S. Stockholder must treat any loss upon a sale or exchange of shares of our stock held for six months or less as a long-term capital loss to the extent of capital gain dividends and any other actual or deemed distributions from us which the U.S. Stockholder treats as long-term capital gain. All or a portion of any loss that a U.S. Stockholder realizes upon a taxable disposition of our stock may be disallowed if the U.S. Stockholder purchases other shares of our stock (or certain options to acquire our stock) within 30 days before or after the disposition.
Medicare Tax on Investment Income

Certain U.S. Stockholders who are individuals, estates or trusts and whose income exceeds certain thresholds are required to pay a 3.8% Medicare tax on dividends and certain other investment income, including capital gains from the sale or other disposition of our stock.

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Treatment of Tax-Exempt Stockholders

Tax-exempt organizations, including qualified employee pension and profit sharing trusts and individual retirement accounts (collectively, “Exempt Organizations”), generally are exempt from U.S. federal income taxation but are subject to taxation on their unrelated business taxable income (“UBTI”). While many investments in real estate generate UBTI, a ruling published by the IRS states that dividend distributions by a REIT to an exempt employee pension trust do not constitute UBTI. Based on that ruling, and subject to the exceptions discussed below, amounts distributed by us to Exempt Organizations generally should not constitute UBTI. However, if an Exempt Organization finances its acquisition of our stock with debt, a portion of its income from us will constitute UBTI pursuant to the “debt-financed property” rules. Social clubs, voluntary employee benefit associations, supplemental unemployment benefit trusts and qualified group legal services plans that are exempt from taxation under paragraphs (7), (9), (17) and (20), respectively, of Section 501(c) of the Code are subject to different UBTI rules, which generally require them to characterize distributions from us as UBTI, and in certain circumstances, a pension trust that owns more than 10% of our stock is required to treat a percentage of the dividends from us as UBTI.
Special Tax Considerations for Non-U.S. Stockholders

As used herein, the term “Non-U.S. Stockholder” refers to any beneficial owner of our stock that is, for U.S. federal income tax purposes, a nonresident alien individual, foreign corporation, foreign estate or foreign trust, but does not include any foreign stockholder whose investment in our stock is “effectively connected” with the conduct of a trade or business in the United States. Such a foreign stockholder, in general, is subject to U.S. federal income tax with respect to its investment in our stock in the same manner as a U.S. Stockholder (subject to applicable alternative minimum tax and a special alternative minimum tax in the case of nonresident alien individuals), provided that, if required by an applicable income tax treaty, the foreign stockholder maintains a permanent establishment in the United States to which such income is attributable. In addition, a foreign corporation receiving income that is treated as effectively connected with a U.S. trade or business also may be subject to an additional 30% “branch profits tax” on its effectively connected earnings and profits (subject to adjustments) unless an applicable tax treaty provides a lower rate or an exemption. Certain certification requirements must be satisfied in order for effectively connected income to be exempt from withholding.
Distributions to Non-U.S. Stockholders that are not attributable to gain from sales or exchanges by us of U.S. real property interests and are not designated by us as capital gain dividends (or deemed distributions of retained capital gains) are treated as dividends of ordinary income to the extent that they are made out of our current or accumulated earnings and profits. Such distributions ordinarily are subject to a withholding tax equal to 30% of the gross amount of the distribution unless an applicable tax treaty reduces or eliminates that tax. Distributions in excess of our current and accumulated earnings and profits are not taxable to a Non-U.S. Stockholder to the extent that such distributions do not exceed the Non-U.S. Stockholder’s adjusted basis of our stock (determined on a share-by-share basis), but rather reduce the Non-U.S. Stockholder’s adjusted basis of our stock. To the extent that distributions in excess of current and accumulated earnings and profits exceed the Non-U.S. Stockholder’s adjusted basis of our stock, such distributions will give rise to tax liability if the Non-U.S. Stockholder would otherwise be subject to tax on any gain from the sale or disposition of our stock, as described below.
We expect to withhold U.S. tax at the rate of 30% on the gross amount of any dividends, other than dividends treated as attributable to gain from sales or exchanges of U.S. real property interests and capital gain dividends, paid to a Non-U.S. Stockholder, unless (i) a lower treaty rate applies and the required IRS Form W-8BEN or IRS Form W-8BEN-E (or other applicable documentation) evidencing eligibility for that reduced rate is filed with us or the appropriate withholding agent or (ii) the Non-U.S. Stockholder files an IRS Form W-8ECI or a successor form with us or the appropriate withholding agent properly claiming that the distributions are effectively connected with the Non-U.S. Stockholder’s conduct of a U.S. trade or business.
For any year in which we qualify as a REIT, distributions to a Non-U.S. Stockholder that owns more than 10% of our shares (assuming our shares are regularly traded on an established securities market located in the United States) at any time during the one-year period ending on the date of distribution and that are attributable to gain from sales or exchanges by us of U.S. real property interests will be taxed to the Non-U.S. Stockholder under the provisions of the Foreign Investment in Real Property Tax Act of 1980 (“FIRPTA”) as if such gain were effectively connected with a U.S. business. Accordingly, a Non-U.S. Stockholder that owns more than 10% of our shares (assuming our shares are regularly traded on an established securities market located in the United States) will be taxed at the normal capital gain rates applicable to a U.S. Stockholder (subject to any applicable alternative minimum tax and a special alternative minimum tax in the case of nonresident alien individuals) and would be required to file a U.S. federal income tax return. Distributions subject to FIRPTA also may be subject to a branch profits tax equal to 30% of its effectively connected earnings and profits (subject to adjustments) if the recipient is a corporate Non-U.S. Stockholder not entitled to treaty relief or exemption. Under FIRPTA, we are required to withhold 35% (which is higher than the maximum rate on long-term capital gains of non-corporate persons) of any distribution to a Non-U.S.

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Stockholder that owns more than 10% of our shares which is or could be designated as a capital gain dividend attributable to U.S. real property interests. Moreover, if we designate previously made distributions as capital gain dividends attributable to U.S. real property interests, subsequent distributions (up to the amount of such prior distributions) will be treated as capital gain dividends subject to FIRPTA withholding. This amount is creditable against the Non-U.S. Stockholder’s FIRPTA tax liability.
Distributions by us to a “qualified foreign pension fund,” within the meaning of Section 897(l) of the Code (“Qualified Foreign Pension Fund”), or any entity all of the interests of which are held by a Qualified Foreign Pension Fund, is exempt from FIRPTA, but may nonetheless be subject to U.S. federal dividend withholding tax unless an applicable tax treaty or Section 892 of the Code provides an exemption from such dividend withholding tax. Non-U.S. Stockholders who are Qualified Foreign Pension Funds should consult their tax advisors regarding the application of these rules.
If a Non-U.S. Stockholder does not own more than 10% of our shares at any time during the one-year period ending on the date of a distribution (assuming our shares are regularly traded on an established securities market located in the United States), any capital gain distributions, to the extent attributable to sales or exchanges by us of U.S. real property interests, will not be considered to be effectively connected with a U.S. business, and the Non-U.S. Stockholder would not be required to file a U.S. federal income tax return solely as a result of receiving such a distribution. In that case, the distribution will be treated as an ordinary dividend to that Non-U.S. Stockholder and taxed as an ordinary dividend that is not a capital gain distribution (and subject to withholding), as described above. In addition, the branch profits tax will not apply to the distribution. Any capital gain distribution, to the extent not attributable to sales or exchanges by us of U.S. real property interests, generally will not be subject to U.S. federal income taxation (regardless of the amount of our shares owned by a Non-U.S. Stockholder).
For so long as our stock continues to be regularly traded on an established securities market, the sale of such stock by any Non-U.S. Stockholder who is not a Ten Percent Non-U.S. Stockholder (as defined below) generally will not be subject to U.S. federal income tax (unless the Non-U.S. Stockholder is a nonresident alien individual who was present in the United States for more than 182 days during the taxable year of the sale and certain other conditions apply, in which case such gain (net of certain sources within the U.S., if any) will be subject to a 30% tax on a gross basis). A “Ten Percent Non-U.S. Stockholder” is a Non-U.S. Stockholder who, at some time during the five-year period preceding such sale or disposition, beneficially owned (including under certain attribution rules) more than 10% of the total fair market value of our stock (as outstanding from time to time).
In general, the sale or other taxable disposition of our stock by a Ten Percent Non-U.S. Stockholder also will not be subject to U.S. federal income tax if we are a “domestically controlled qualified investment entity.” A REIT is a “domestically controlled qualified investment entity” if, at all times during the five-year period preceding the disposition in question, less than 50% in value of its shares is held directly or indirectly by non-U.S. persons. For purposes of determining whether a REIT is a domestically controlled qualified investment entity, certain special rules apply including the rule that a person who at all applicable times holds less than 5 percent of a class of stock that is “regularly traded” is treated as a U.S. person unless the REIT has actual knowledge that such person is not a U.S. person. Because our common stock is publicly traded, we believe, but cannot assure you, that we currently qualify as a domestically controlled qualified investment entity, nor can we assure you that we will so qualify at any time in the future. If we do not constitute a domestically controlled qualified investment entity, a Ten Percent Non-U.S. Stockholder generally will be taxed in the same manner as a U.S. Stockholder with respect to gain on the sale of our stock (subject to applicable alternative minimum tax and a special alternative minimum tax in the case of nonresident alien individuals). The sale or other taxable disposition of our stock by a Qualified Foreign Pension Fund, or any entity all of the interests of which are held by a Qualified Foreign Pension Fund, is exempt from U.S. tax irrespective of the level of its shareholding in us and of whether we are a domestically controlled qualified investment entity.
Special rules apply to certain collective investment funds that are “qualified shareholders” as defined in Section 897(k)(3) of the Code of a REIT.  Such investors, which include publicly traded vehicles that meet certain requirements, should consult with their own tax advisors prior to making an investment in our shares. 
Additional Withholding Tax on Payments Made to Foreign Accounts

A 30% withholding tax will currently be imposed on dividends paid on our stock and will be imposed on gross proceeds from a sale or redemption of our stock paid after December 31, 2018 to (i) foreign financial institutions including non-U.S. investment funds, unless they agree to collect and disclose to the IRS information regarding their direct and indirect U.S. account holders and (ii) certain other foreign entities, unless they certify certain information regarding their direct and indirect U.S. owners.  To avoid withholding, foreign financial institutions will need to (i) enter into agreements with the IRS that state that they will provide the IRS information, including the names, addresses and taxpayer identification numbers of direct and indirect U.S. account holders, comply with due diligence procedures with respect to the identification of U.S. accounts, report

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to the IRS certain information with respect to U.S. accounts maintained, agree to withhold tax on certain payments made to non-compliant foreign financial institutions or to account holders who fail to provide the required information, and determine certain other information as to their account holders, or (ii) in the event that an applicable intergovernmental agreement and implementing legislation are adopted, provide local revenue authorities with similar account holder information or otherwise comply with the terms of the intergovernmental agreement and implementing legislation. Other foreign entities will need to either provide the name, address, and taxpayer identification number of each substantial U.S. owner or certifications of no substantial U.S. ownership unless certain exceptions apply or agree to provide certain information to other revenue authorities for transmittal to the IRS.
Information Reporting Requirements and Backup Withholding

Information returns may be filed with the IRS and backup withholding (at a rate of 28%) may be collected in connection with distributions paid or required to be treated as paid during each calendar year and payments of the proceeds of a sale or other disposition of our stock by a stockholder. A U.S. Stockholder will not be subject to backup withholding if such stockholder is a corporation or comes within certain other exempt categories and, when required, demonstrates this fact or provides a taxpayer identification number, certifies as to no loss of exemption from backup withholding and otherwise complies with the applicable requirements of the backup withholding rules. A stockholder who does not provide us with its correct taxpayer identification number also may be subject to penalties imposed by the IRS.
Payments of dividends on our common stock to Non-U.S. Stockholders generally will not be subject to backup withholding, provided the applicable withholding agent does not have actual knowledge or reason to know the stockholder is a United States person and the holder either certifies its non-U.S. status, such as by furnishing a valid IRS Form W-8BEN, W-8BEN-E or W-8ECI, or otherwise establishes an exemption. However, information returns are required to be filed with the IRS in connection with any dividends on our common stock paid to the Non-U.S. Stockholder, regardless of whether any tax was actually withheld. In addition, proceeds of the sale or other taxable disposition of such stock within the United States or conducted through certain U.S.-related brokers generally will not be subject to backup withholding or information reporting, if the applicable withholding agent receives the certification described above and does not have actual knowledge or reason to know that such stockholder is a United States person, or the stockholder otherwise establishes an exemption. Proceeds of a disposition of such stock conducted through a non-U.S. office of a non-U.S. broker generally will not be subject to backup withholding or information reporting. Copies of information returns that are filed with the IRS may also be made available under the provisions of an applicable treaty or agreement to the tax authorities of the country in which the Non-U.S. Stockholder resides or is established.

Backup withholding is not an additional tax. Rather, the U.S. federal income tax liability of persons subject to backup withholding will be offset by the amount of tax withheld. If backup withholding results in an overpayment of U.S. federal income taxes, a refund or credit may be obtained from the IRS, provided the required information is furnished timely thereto.
Other Tax Consequences

State and Local Taxes

We and our stockholders may be subject to taxation by various states and localities, including those in which we or a stockholder transact business, own property or reside. State and local tax treatment may differ from the U.S. federal income tax treatment described above. Consequently, stockholders should consult their own tax advisers regarding the effect of state and local tax laws, in addition to federal, foreign and other tax laws, in connection with an investment in our stock.
Possible Legislative or Other Actions Affecting Tax Consequences

You should recognize that future legislative, judicial and administrative actions or decisions, which may be retroactive in effect, could adversely affect our federal income tax treatment or the tax consequences of an investment in shares of our stock. The rules dealing with U.S. federal income taxation are continually under review by persons involved in the legislative process and by the IRS and the U.S. Treasury Department, resulting in statutory changes as well as promulgation of new, or revisions to existing, regulations and revised interpretations of established concepts. We cannot predict the likelihood of passage of any new tax legislation or other provisions, either directly or indirectly, affecting us or our stockholders or the value of an investment in our stock. Changes to the tax laws, such as the Protecting Americans From Tax Hikes Act of 2015 enacted on December 18, 2015 or the Bipartisan Budget Act of 2015 enacted on November 2, 2015, or interpretations thereof by the IRS and the Treasury, with or without retroactive application, could materially and adversely affect us or our stockholders.


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ITEM 1A.    Risk Factors
This section discusses the most significant factors that affect our business, operations and financial condition. It does not describe all risks and uncertainties applicable to us, our industry or ownership of our securities. If any of the following risks, or any other risks and uncertainties that are not addressed below or that we have not yet identified, actually occur, we could be materially adversely affected and the value of our securities could decline.
We have grouped these risk factors into three general categories:
Risks arising from our business;
Risks arising from our capital structure; and
Risks arising from our status as a REIT.
Risks Arising from Our Business
The properties managed by Atria and Sunrise account for a significant portion of our revenues and operating income; adverse developments in Atria’s or Sunrise’s business and affairs or financial condition could have a Material Adverse Effect on us.
As of December 31, 2016, Atria and Sunrise, collectively, managed 266 of our seniors housing communities pursuant to long-term management agreements. These properties represent a substantial portion of our portfolio, based on their gross book value, and account for a significant portion of our revenues and NOI. Although we have various rights as the property owner under our management agreements, we rely on Atria’s and Sunrise’s personnel, expertise, technical resources and information systems, proprietary information, good faith and judgment to manage our senior living operations efficiently and effectively. We also rely on Atria and Sunrise to set appropriate resident fees, to provide accurate property-level financial results for our properties in a timely manner and to otherwise operate our seniors housing communities in compliance with the terms of our management agreements and all applicable laws and regulations. For example, we depend on Atria’s and Sunrise’s ability to attract and retain skilled management personnel who are responsible for the day-to-day operations of our seniors housing communities. A shortage of nurses or other trained personnel or general inflationary pressures may force Atria or Sunrise to enhance its pay and benefits package to compete effectively for such personnel, but it may not be able to offset these added costs by increasing the rates charged to residents. Any increase in labor costs and other property operating expenses, any failure by Atria or Sunrise to attract and retain qualified personnel, or significant changes in Atria’s or Sunrise’s senior management or equity ownership could adversely affect the income we receive from our seniors housing communities and have a Material Adverse Effect on us.
Because Atria and Sunrise manage our properties in exchange for the receipt of a management fee from us, we are not directly exposed to the credit risk of our managers in the same manner or to the same extent as our triple-net tenants. However, any adverse developments in Atria’s or Sunrise’s business and affairs or financial condition could impair its ability to manage our properties efficiently and effectively and could have a Material Adverse Effect on us. If Atria or Sunrise experiences any significant financial, legal, accounting or regulatory difficulties due to a weak economy or otherwise, such difficulties could result in, among other adverse events, acceleration of its indebtedness, impairment of its continued access to capital, the enforcement of default remedies by its counterparties, or the commencement of insolvency proceedings by or against it under the U.S. Bankruptcy Code, any one or a combination of which indirectly could have a Material Adverse Effect on us.
Our leases and other agreements with Brookdale Senior Living, Kindred and Ardent account for a significant portion of our revenues and operating income; any failure, inability or unwillingness by Brookdale Senior Living, Kindred or Ardent to satisfy its obligations under our agreements could have a Material Adverse Effect on us.
The properties we lease and loans we make to Brookdale Senior Living, Kindred and Ardent account for a significant portion of our revenues and NOI, and we depend on Brookdale Senior Living, Kindred and Ardent to pay all insurance, taxes, utilities and maintenance and repair expenses in connection with the leased properties and properties that are collateral for the loans. We cannot assure you that Brookdale Senior Living, Kindred and Ardent will have sufficient assets, income and access to financing to enable them to satisfy their respective obligations to us, and any failure, inability or unwillingness by Brookdale Senior Living, Kindred or Ardent to do so could have a Material Adverse Effect on us. In addition, any failure by Brookdale Senior Living, Kindred or Ardent to effectively conduct its operations or to maintain and improve such properties could adversely affect its business reputation and its ability to attract and retain patients and residents in such properties, which could have a Material Adverse Effect on us. Brookdale Senior Living, Kindred and Ardent have agreed to indemnify, defend and hold us harmless from and against various claims, litigation and liabilities arising in connection with their respective businesses, and we cannot assure you that Brookdale Senior Living, Kindred and Ardent will have sufficient assets, income, access to financing and insurance coverage to enable them to satisfy their respective indemnification obligations.

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We face potential adverse consequences of bankruptcy or insolvency by our tenants, operators, borrowers, managers and other obligors.
We are exposed to the risk that our tenants, operators, borrowers, managers or other obligors may become bankrupt or insolvent. Although our lease, loan and management agreements give us the right to exercise certain remedies in the event of default on the obligations owing to us or upon the occurrence of certain insolvency events, federal laws afford certain rights to a party that has filed for bankruptcy or reorganization. For example, a debtor-lessee may reject our lease in a bankruptcy proceeding, in which case our claim against the debtor-lessee for unpaid and future rents would be limited by the statutory cap of the U.S. Bankruptcy Code. This statutory cap could be substantially less than the remaining rent actually owed under the lease, and any claim we have for unpaid rent might not be paid in full. In addition, a debtor-lessee may assert in a bankruptcy proceeding that our lease should be re-characterized as a financing agreement, in which case our rights and remedies as a lender, compared to a landlord, generally would be more limited. If a debtor-manager seeks bankruptcy protection, the automatic stay provisions of the U.S. Bankruptcy Code would preclude us from enforcing our remedies against the manager unless relief is first obtained from the court having jurisdiction over the bankruptcy case. In any of these events, we also may be required to fund certain expenses and obligations (e.g., real estate taxes, debt costs and maintenance expenses) to preserve the value of our properties, avoid the imposition of liens on our properties or transition our properties to a new tenant, operator or manager.
We have rights to terminate our management agreements with Atria and Sunrise in whole or with respect to specific properties under certain circumstances, and we may be unable to replace Atria or Sunrise if our management agreements are terminated or not renewed.
We are parties to long-term management agreements pursuant to which Atria and Sunrise, collectively, provided comprehensive property management and accounting services with respect to 266 of our seniors housing communities as of December 31, 2016. Most of our management agreements with Atria have terms expiring either July 31, 2024 or December 31, 2027, with successive automatic ten-year renewal periods, and our management agreements with Sunrise have terms ranging from 25 to 30 years (which commenced as early as 2004 and as recently as 2012). Our ability to terminate these long-term management agreements is limited to specific circumstances set forth in the agreements and may relate to all properties or a specific property or group of properties.
We may terminate any of our Atria management agreements upon the occurrence of an event of default by Atria in the performance of a material covenant or term thereof (including, in certain circumstances, the revocation of any license or certificate necessary for operation), subject in most cases to Atria’s right to cure such default, or upon the occurrence of certain insolvency events relating to Atria. In addition, we may terminate our management agreements with Atria based on the failure to achieve certain NOI targets or upon the payment of a fee.
Similarly, we may terminate any of our Sunrise management agreements upon the occurrence of an event of default by Sunrise in the performance of a material covenant or term thereof (including, in certain circumstances, the revocation of any license or certificate necessary for operation), subject in most cases to Sunrise’s right to cure such default, or upon the occurrence of certain insolvency events relating to Sunrise. We also may terminate most of our management agreements with Sunrise based on the failure to achieve certain NOI targets or to comply with certain expense control covenants, subject to certain rights of Sunrise to make cure payments to us, and upon the occurrence of certain other events or the existence of certain other conditions.
We continually monitor and assess our contractual rights and remedies under our management agreements with Atria and Sunrise. When determining whether to pursue any existing or future rights or remedies under those agreements, including termination rights, we consider numerous factors, including legal, contractual, regulatory, business and other relevant considerations. In the event that we exercise our rights to terminate the Atria or Sunrise management agreements for any reason or such agreements are not renewed upon expiration of their terms, we would attempt to reposition the affected properties with another manager. Although we believe that many qualified national and regional seniors housing operators would be interested in managing our seniors housing communities, we cannot assure you that we would be able to locate another suitable manager or, if we are successful in locating such a manager, that it would manage the properties effectively. Moreover, the transition to a replacement manager would require approval by the applicable regulatory authorities and, in most cases, the mortgage lenders for the properties, and we cannot assure you that such approvals would be granted on a timely basis, if at all. Any inability to replace, or a lengthy delay in replacing, Atria or Sunrise as the manager of our seniors housing communities following termination or non-renewal of the applicable management agreements could have a Material Adverse Effect on us.

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If we must replace any of our tenants or operators, we might be unable to reposition the properties on as favorable terms, or at all, and we could be subject to delays, limitations and expenses, which could have a Material Adverse Effect on us.
We cannot predict whether our tenants will renew existing leases beyond their current term. If our leases with Brookdale Senior Living or Ardent, the Kindred master leases or any of our other triple-net leases are not renewed, we would attempt to reposition those properties with another tenant or operator. In case of non-renewal, we generally have one year prior to expiration of the lease term to arrange for repositioning of the properties and our tenants are required to continue to perform all of their obligations (including the payment of all rental amounts) for the non-renewed assets until such expiration. However, following expiration of a lease term or if we exercise our right to replace a tenant or operator in default, rental payments on the related properties could decline or cease altogether while we reposition the properties with a suitable replacement tenant or operator. We also might not be successful in identifying suitable replacements or entering into leases or other arrangements with new tenants or operators on a timely basis or on terms as favorable to us as our current leases, if at all, and we may be required to fund certain expenses and obligations (e.g., real estate taxes, debt costs and maintenance expenses) to preserve the value of, and avoid the imposition of liens on, our properties while they are being repositioned. In addition, we may incur certain obligations and liabilities, including obligations to indemnify the replacement tenant or operator, which could have a Material Adverse Effect on us.
In the event of non-renewal or a tenant default, our ability to reposition our properties with a suitable replacement tenant or operator could be significantly delayed or limited by state licensing, receivership, CON or other laws, as well as by the Medicare and Medicaid change-of-ownership rules, and we could incur substantial additional expenses in connection with any licensing, receivership or change-of-ownership proceedings. Our ability to locate and attract suitable replacement tenants also could be impaired by the specialized healthcare uses or contractual restrictions on use of the properties, and we may be forced to spend substantial amounts to adapt the properties to other uses. Any such delays, limitations and expenses could adversely impact our ability to collect rent, obtain possession of leased properties or otherwise exercise remedies for tenant default and could have a Material Adverse Effect on us.
Moreover, in connection with certain of our properties, we have entered into intercreditor agreements with the tenants’ lenders or tri-party agreements with our lenders. Our ability to exercise remedies under the applicable leases or management agreements or to reposition the applicable properties may be significantly delayed or limited by the terms of the intercreditor agreement or tri-party agreement. Any such delay or limit on our rights and remedies could adversely affect our ability to mitigate our losses and could have a Material Adverse Effect on us.
Merger and acquisition activity or consolidation in the seniors housing and healthcare industries resulting in a change of control of, or a competitor’s investment in, one or more of our tenants, operators or managers could have a Material Adverse Effect on us.
The seniors housing and healthcare industries have recently experienced increased consolidation, including among owners of real estate and care providers. We compete with other healthcare REITs, healthcare providers, healthcare lenders, real estate partnerships, banks, insurance companies, private equity firms and other investors that pursue a variety of investments, which may include investments in our tenants, operators or managers. A competitor’s investment in one of our tenants, operators or managers could enable our competitor to influence that tenant’s, operator’s or manager’s business and strategy in a manner that impairs our relationship with the tenant, operator or manager or is otherwise adverse to our interests. Depending on our contractual agreements and the specific facts and circumstances, we may have the right to consent to, or otherwise exercise rights and remedies, including termination rights, on account of, a competitor’s investment in, a change of control of, or other transactions impacting a tenant, operator or manager. In deciding whether to exercise our rights and remedies, including termination rights, we assess numerous factors, including legal, contractual, regulatory, business and other relevant considerations. In addition, in connection with any change of control of a tenant, operator or manager, the tenant’s, operator’s or manager’s management team may change, which could lead to a change in the tenant’s, operator’s or manager’s strategy or adversely affect the business of the tenant, operator or manager, either of which could have a Material Adverse Effect on us.
Market conditions, including, but not limited to, interest rates and credit spreads, the availability of credit and the actual and perceived state of the real estate markets and public capital markets generally could negatively impact our business, results of operations, and financial condition.
The markets in which we operate are affected by a number of factors that are largely beyond our control but may nevertheless have a significant negative impact on us. These factors include, but are not limited to:
Interest rates and credit spreads; 
The availability of credit, including the price, terms and conditions under which it can be obtained; and
The actual and perceived state of the real estate market, the market for dividend-paying stocks and public capital markets in general.

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In addition, increased inflation may have a pronounced negative impact on the interest expense we pay in connection with our outstanding indebtedness and our general and administrative expenses, as these costs could increase at a rate higher than our rents.
Deflation may result in a decline in general price levels, often caused by a decrease in the supply of money or credit. The predominant effects of deflation are high unemployment, credit contraction and weakened consumer demand. Restricted lending practices may impact our ability to obtain financing for our properties, which could adversely impact our growth and profitability.
Our ongoing strategy depends, in part, upon future investments in and acquisitions of, or our development or redevelopment of, seniors housing and healthcare assets, and we may not be successful in identifying and consummating these transactions.
An important part of our business strategy is to continue to expand and diversify our portfolio through accretive acquisition, investment, development and redevelopment opportunities in domestic and international seniors housing and healthcare properties. Our execution of this strategy by successfully identifying, securing and consummating beneficial transactions is made more challenging by increased competition and can be affected by many factors, including our relationships with current and prospective clients, our ability to obtain debt and equity capital at costs comparable to or better than our competitors and lower than the yield we earn on our acquisitions or investments, and our ability to negotiate favorable terms with property owners seeking to sell and other contractual counterparties. Our competitors for these opportunities include other healthcare REITs, real estate partnerships, healthcare providers, healthcare lenders and other investors, including developers, banks, insurance companies, pension funds, government-sponsored entities and private equity firms, some of whom may have greater financial resources and lower costs of capital than we do. See “Business—Competition” included in Item 1 of this Annual Report on Form 10-K. If we are unsuccessful at identifying and capitalizing on investment, acquisition, development and redevelopment opportunities, our growth and profitability may be adversely affected.
Investments in and acquisitions of seniors housing and healthcare properties entail risks associated with real estate investments generally, including risks that the investment will not achieve expected returns, that the cost estimates for necessary property improvements will prove inaccurate or that the tenant, operator or manager will fail to meet performance expectations. Investments outside the United States raise legal, economic and market risks associated with doing business in foreign countries, such as currency exchange fluctuations, costly regulatory requirements and foreign tax risks. Domestic and international real estate development and redevelopment projects present additional risks, including construction delays or cost overruns that increase expenses, the inability to obtain required zoning, occupancy and other governmental approvals and permits on a timely basis, and the incurrence of significant costs prior to completion of the project. Furthermore, healthcare properties are often highly customized and the development or redevelopment of such properties may require costly tenant-specific improvements. As a result, we cannot assure you that we will achieve the economic benefit we expect from acquisition, investment, development and redevelopment opportunities.
Our significant acquisition and investment activity presents certain risks to our business and operations.
We have made and expect to continue to make significant acquisitions and investments as part of our overall business strategy. Our significant acquisition and investment activity presents certain risks to our business and operations, including, among other things, that:
We may be unable to successfully integrate the operations, personnel or systems of acquired companies, maintain consistent standards, controls, policies and procedures, or realize the anticipated benefits of acquisitions and other investments within the anticipated time frame or at all;
We may be unable to effectively monitor and manage our expanded portfolio of properties, retain key employees or attract highly qualified new employees;
Projections of estimated future revenues, costs savings or operating metrics that we develop during the due diligence and integration planning process might be inaccurate;
Our leverage could increase or our per share financial results could decline if we incur additional debt or issue equity securities to finance acquisitions and investments;
Acquisitions and other new investments could divert management’s attention from our existing assets;
The value of acquired assets or the market price of our common stock may decline; and
We may be unable to continue paying dividends at the current rate.
We cannot assure you that we will be able to integrate acquisitions and investments without encountering difficulties or that any such difficulties will not have a Material Adverse Effect on us.

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If the liabilities we assume in connection with acquisitions, including indemnification obligations in favor of third parties, are greater than expected, or if there are unknown liabilities, our business could be materially and adversely affected.
We may assume or incur liabilities in connection with our acquisitions, including, in some cases, contingent liabilities. As we integrate these acquisitions, we may learn additional information about the sellers, the properties, their operations and their liabilities that adversely affects us, such as:
Liabilities relating to the clean-up or remediation of undisclosed environmental conditions;
Unasserted claims of vendors or other persons dealing with the sellers;
Liabilities, claims and litigation, including indemnification obligations, whether or not incurred in the ordinary course of business, relating to periods prior to or following our acquisition;
Claims for indemnification by general partners, directors, officers and others indemnified by the sellers; and
Liabilities for taxes relating to periods prior to our acquisition.
As a result, we cannot assure you that our past or future acquisitions will be successful or will not, in fact, harm our business. Among other things, if the liabilities we assume in connection with acquisitions are greater than expected, or if we discover obligations relating to the acquired properties or businesses of which we were not aware at the time of acquisition, our business and results of operations could be materially adversely affected.
In addition, we have now, and may have in the future, certain surviving indemnification obligations in favor of third parties under the terms of acquisition agreements to which we are a party.  Most of these indemnification obligations will be capped as to amount and survival period, and we do not believe that these obligations will be material in the aggregate.  However, there can be no assurances as to the ultimate amount of such obligations or whether such obligations will have a Material Adverse Effect on us.
Our future results will suffer if we do not effectively manage the expansion of our hospital and life science portfolios and operations following the acquisition of AHS and the Life Sciences Acquisition.

As a result of our acquisition of AHS in 2015, we entered into the general acute care hospital sector. Also, as a result of the Life Sciences Acquisition in 2016, we entered into the university-affiliated life science sector. Part of our long-term business strategy involves expanding our hospital and life science portfolios through additional acquisitions. Both the asset management of our existing general acute care hospital and university-affiliated life science portfolios and such additional acquisitions may involve complex challenges. Our future success will depend, in part, upon our ability to manage our expansion opportunities, integrate new investments into our existing business in an efficient and timely manner, successfully monitor the operations, costs, regulatory compliance and service quality of our operators and leverage our relationships with Ardent and other operators of hospitals and Wexford and other operators and developers of life science properties. It is possible that our expansion or acquisition opportunities within the general acute care hospital and life science sectors will not be successful, which could adversely impact our growth and future results.
Our investments are concentrated in seniors housing and healthcare real estate, making us more vulnerable economically to adverse changes in the real estate market and the seniors housing and healthcare industries than if our investments were diversified.
We invest primarily in seniors housing and healthcare properties and are constrained by the terms of our existing indebtedness from making investments outside those industries. This investment focus exposes us to greater economic risk than if our portfolio were to include real estate assets in other industries or assets unrelated to real estate.
The healthcare industry is highly regulated, and changes in government regulation and reimbursement can have material adverse consequences on its participants, some of which may be unintended. The healthcare industry is also highly competitive, and our operators and managers may encounter increased competition for residents and patients, including with respect to the scope and quality of care and services provided, reputation and financial condition, physical appearance of the properties, price and location. Our tenants, operators and managers are large employers who compete for labor, making their results sensitive to changes in the labor market and/or wages and benefits offered to their employees. If our tenants, operators and managers are unable to successfully compete with other operators and managers by maintaining profitable occupancy and rate levels or controlling labor costs, their ability to meet their respective obligations to us may be materially adversely affected. We cannot assure you that future changes in government regulation will not adversely affect the healthcare industry, including our seniors housing and healthcare operations, tenants and operators, nor can we be certain that our tenants, operators and managers will achieve and maintain occupancy and rate levels or labor costs levels that will enable them to satisfy their obligations to us. Any adverse changes in the regulation of the healthcare industry, or the competitiveness of our tenants,

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operators and managers, or costs of labor, could have a more pronounced effect on us than if we had investments outside the seniors housing and healthcare industries.
Real estate investments are relatively illiquid, and our ability to quickly sell or exchange our properties in response to changes in economic or other conditions is limited. In the event we market any of our properties for sale, the value of those properties and our ability to sell at prices or on terms acceptable to us could be adversely affected by a downturn in the real estate industry or any economic weakness in the seniors housing and healthcare industries. In addition, transfers of healthcare properties may be subject to regulatory approvals that are not required for transfers of other types of commercial properties. We cannot assure you that we will recognize the full value of any property that we sell for liquidity or other reasons, and the inability to respond quickly to changes in the performance of our investments could adversely affect our business, results of operations and financial condition.
Our operating assets expose us to various operational risks, liabilities and claims that could adversely affect our ability to generate revenues or increase our costs and could have a Material Adverse Effect on us.
Our senior living operating assets and office assets expose us to various operational risks, liabilities and claims that could increase our costs or adversely affect our ability to generate revenues, thereby reducing our profitability. These operational risks include fluctuations in occupancy levels, the inability to achieve economic resident fees (including anticipated increases in those fees), increases in the cost of food, materials, energy, labor (as a result of unionization or otherwise) or other services, rent control regulations, national and regional economic conditions, the imposition of new or increased taxes, capital expenditure requirements, professional and general liability claims, and the availability and cost of professional and general liability insurance. Any one or a combination of these factors could result in operating deficiencies in our senior living operations or office operations reportable business segments, which could have a Material Adverse Effect on us.
Our ownership of properties outside the United States exposes us to different risks than those associated with our domestic properties.
Our current or future ownership of properties outside the United States subjects us to risks that may be different or greater than those we face with our domestic properties. These risks include, but are not limited to:
Challenges with respect to repatriation of foreign earnings and cash;
Foreign ownership restrictions with respect to operations in countries in which we own properties;
Regional or country-specific business cycles and economic instability;
Challenges of complying with a wide variety of foreign laws and regulations, including those relating to real estate, corporate governance, operations, taxes, employment and legal proceedings;
Differences in lending practices and the willingness of domestic or foreign lenders to provide financing; and
Failure to comply with applicable laws and regulations in the United States that affect foreign operations, including, but not limited to, the U.S. Foreign Corrupt Practices Act.
Increased construction and development in the markets in which our seniors housing communities and MOBs are located could adversely affect our future occupancy rates, operating margins and profitability.
Limited barriers to entry in the seniors housing and MOB industries could lead to the development of new seniors housing communities or MOBs that outpaces demand. In particular, data published by the National Investment Center for Seniors Housing & Care has indicated that seniors housing construction starts have been increasing and deliveries on seniors housing communities will accelerate in 2017, especially in certain geographic markets. If development outpaces demand for those assets in the markets in which our properties are located, those markets may become saturated and we could experience decreased occupancy, reduced operating margins and lower profitability, which could have a Material Adverse Effect on us.
We have now, and may have in the future, exposure to contingent rent escalators, which could hinder our growth and profitability.
We derive a significant portion of our revenues from leasing properties pursuant to long-term triple-net leases that generally provide for fixed rental rates, subject to annual escalations. In certain cases, the annual escalations are contingent upon the achievement of specified revenue parameters or based on changes in CPI, with caps and floors. If, as a result of weak economic conditions or other factors, the properties subject to these leases do not generate sufficient revenue to achieve the specified rent escalation parameters or CPI does not increase, our growth and profitability may be hindered. If strong economic conditions result in significant increases in CPI, but the escalations under our leases are capped, our growth and profitability also may be limited.

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We own certain properties subject to ground lease, air rights or other restrictive agreements that limit our uses of the properties, restrict our ability to sell or otherwise transfer the properties and expose us to loss of the properties if such agreements are breached by us or terminated.
Our investments in MOBs and other properties may be made through leasehold interests in the land on which the buildings are located, leases of air rights for the space above the land on which the buildings are located, or other similar restrictive arrangements. Many of these ground lease, air rights and other restrictive agreements impose significant limitations on our uses of the subject properties, restrict our ability to sell or otherwise transfer our interests in the properties or restrict the leasing of the properties. These restrictions may limit our ability to timely sell or exchange the properties, impair the properties’ value or negatively impact our ability to find suitable tenants for the properties. In addition, we could lose our interests in the subject properties if the ground lease, air rights or other restrictive agreements are breached by us or terminated.
We may be unable to successfully foreclose on the collateral securing our loans and other investments, and even if we are successful in our foreclosure efforts, we may be unable to successfully sell any acquired equity interests or reposition any acquired properties, which could adversely affect our ability to recover our investments.
If a borrower defaults under mortgage or other secured loans for which we are the lender, we may attempt to foreclose on the collateral securing those loans, including by acquiring any pledged equity interests or acquiring title to the subject properties, to protect our investment. In response, the defaulting borrower may contest our enforcement of foreclosure or other available remedies, seek bankruptcy protection against our exercise of enforcement or other available remedies, or bring claims against us for lender liability. If a defaulting borrower seeks bankruptcy protection, the automatic stay provisions of the U.S. Bankruptcy Code would preclude us from enforcing foreclosure or other available remedies against the borrower unless relief is first obtained from the court with jurisdiction over the bankruptcy case. In addition, we may be subject to intercreditor or tri-party agreements that delay, impact, govern or limit our ability to foreclose on a lien securing a loan or otherwise delay or limit our pursuit of our rights and remedies. Any such delay or limit on our ability to pursue our rights or remedies could have a Material Adverse Effect on us.
Even if we successfully foreclose on the collateral securing our mortgage loans and other investments, costs related to enforcement of our remedies, high loan-to-value ratios or declines in the value of the collateral could prevent us from realizing the full amount of our secured loans, and we could be required to record a valuation allowance for such losses. Moreover, the collateral may include equity interests that we are unable to sell due to securities law restrictions or otherwise, or properties that we are unable to reposition with new tenants or operators on a timely basis, if at all, or without making improvements or repairs. Any delay or costs incurred in selling or repositioning acquired collateral could adversely affect our ability to recover our investments.
Some of our loan investments are subordinated to loans held by third parties.
Our mezzanine loan investments are subordinated to senior secured loans held by other investors that encumber the same real estate. If a senior secured loan is foreclosed, that foreclosure would extinguish our rights in the collateral for our mezzanine loan. In order to protect our economic interest in that collateral, we would need to be prepared, on an expedited basis, to advance funds to the senior lenders in order to cure defaults under the senior secured loans and prevent such a foreclosure. If a senior secured loan has matured or has been accelerated, then in order to protect our economic interest in the collateral, we would need to be prepared, on an expedited basis, to purchase or pay off that senior secured loan, which could require an infusion of fresh capital as large or larger than our initial investment. Our ability to sell or syndicate a mezzanine loan could be limited by transfer restrictions in the intercreditor agreement with the senior secured lenders. Our ability to negotiate modifications to the mezzanine loan documents with our borrowers could be limited by restrictions on modifications in the intercreditor agreement. Since mezzanine loans are typically secured by pledges of equity rather than direct liens on real estate, our mezzanine loan investments are more vulnerable than our mortgage loan investments to losses caused by competing creditor claims, unauthorized transfers, or bankruptcies.
Our tenants, operators and managers may be adversely affected by healthcare regulation and enforcement.
Regulation of the healthcare industry generally has intensified over time both in the number and type of regulations and in the efforts to enforce those regulations. This is particularly true for large for-profit, multi-facility providers like Atria, Sunrise, Brookdale Senior Living, Kindred and Ardent. Federal, state and local laws and regulations affecting the healthcare industry include those relating to, among other things, licensure, conduct of operations, ownership of facilities, addition of facilities and equipment, allowable costs, services, prices for services, qualified beneficiaries, quality of care, patient rights, fraudulent or abusive behavior, financial and other arrangements that may be entered into by healthcare providers and the research, development, clinical testing, manufacture and marketing of life science products. In addition, changes in enforcement policies by federal and state governments have resulted in an increase in the number of inspections, citations of regulatory deficiencies and other regulatory sanctions, including terminations from the Medicare and Medicaid programs, bars

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on Medicare and Medicaid payments for new admissions, civil monetary penalties and even criminal penalties. See “Governmental Regulation—Healthcare Regulation” included in Item 1 of this Annual Report on Form 10-K. We are unable to predict the scope of future federal, state and local regulations and legislation, including the Medicare and Medicaid statutes and regulations, or the intensity of enforcement efforts with respect to such regulations and legislation, and any changes in the regulatory framework could have a material adverse effect on our tenants, operators and managers, which, in turn, could have a Material Adverse Effect on us.
If our tenants, operators and managers fail to comply with the extensive laws, regulations and other requirements applicable to their businesses and the operation of our properties, they could become ineligible to receive reimbursement from governmental and private third-party payor programs, face bans on admissions of new patients or residents, suffer civil or criminal penalties or be required to make significant changes to their operations. Our tenants, operators and managers also could face increased costs related to changes in healthcare regulation, such as the possible repeal of the ACA by the new presidential administration and Republican-controlled Congress and a shift toward less comprehensive health coverage, or be forced to expend considerable resources in responding to an investigation or other enforcement action under applicable laws or regulations. In such event, the results of operations and financial condition of our tenants, operators and managers and the results of operations of our properties operated or managed by those entities could be adversely affected, which, in turn, could have a Material Adverse Effect on us.
Changes in the reimbursement rates or methods of payment from third-party payors, including insurance companies and the Medicare and Medicaid programs, could have a material adverse effect on certain of our tenants and operators and on us.
Certain of our tenants and operators rely on reimbursement from third-party payors, including the Medicare (both traditional Medicare and "managed" Medicare/Medicare Advantage) and Medicaid programs, for substantially all of their revenues. Federal and state legislators and regulators have adopted or proposed various cost-containment measures that would limit payments to healthcare providers, and budget crises and financial shortfalls have caused states to implement or consider Medicaid rate freezes or cuts. See “Governmental Regulation—Healthcare Regulation” included in Item 1 of this Annual Report on Form 10-K. Private third-party payors also have continued their efforts to control healthcare costs. In addition, coverage expansions via the ACA through Medicaid expansion and health insurance exchanges may be scaled back as the new presidential administration leads efforts to repeal and replace the ACA. We cannot assure you that our tenants and operators who currently depend on governmental or private payor reimbursement will be adequately reimbursed for the services they provide. Significant limits by governmental and private third-party payors on the scope of services reimbursed or on reimbursement rates and fees, whether from legislation, administrative actions or private payor efforts, could have a material adverse effect on the liquidity, financial condition and results of operations of certain of our tenants and operators, which could affect adversely their ability to comply with the terms of our leases and have a Material Adverse Effect on us.
The healthcare industry trend away from a traditional fee for service reimbursement model towards value-based payment approaches may negatively impact certain of our tenants’ revenues and profitability
Certain of our tenants, specifically those providers in the post-acute and general acute care hospital space, are subject to the broad trend in the healthcare industry toward value-based purchasing of healthcare services. These value-based purchasing programs include both public reporting of quality data and preventable adverse events tied to the quality and efficiency of care provided by facilities. Medicare and Medicaid require healthcare facilities, including hospitals and skilled nursing facilities, to report certain quality data to receive full reimbursement updates. In addition Medicare does not reimburse for care related to certain preventable adverse events (also called “never events”). Many large commercial payors currently require healthcare facilities to report quality data, and several commercial payors do not reimburse hospitals for certain preventable adverse events.
During the Obama administration, HHS focused on tying Medicare payments to quality or value through alternative payment models, which generally aim to make providers attentive to the total costs of treatment. Examples of alternative payment models include bundled-payment arrangements. It is unclear whether such models will successfully coordinate care and reduce costs or whether they will decrease reimbursement. The value-based purchasing trend is not limited to the public sector. Several of the nation’s largest commercial payors have also expressed an intent to increase reliance on value-based reimbursement arrangements. Further, many large commercial payors require hospitals to report quality data, and several commercial payors do not reimburse hospitals for certain preventable adverse events.
While the transition of presidential administrations and possible repeal of the ACA create unpredictability, we expect value-based purchasing programs, including programs that condition reimbursement on patient outcome measures, to become more common and to involve a higher percentage of reimbursement amounts. We are unable at this time to predict how this trend will affect the revenues and profitability of those of our tenants who are providers of healthcare services; however, if

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this trend significantly and adversely affects their profitability, it could in turn negatively affect their ability and willingness to comply with the terms of their leases with us and or renew those leases upon expiration, which could have a Material Adverse Effect on us.

If controls imposed on certain of our tenants who provide healthcare services that are reimbursed by Medicare, Medicaid and other third-party payors to reduce admissions and length of stay affect inpatient volumes at our healthcare facilities, the financial condition or results of operations of those tenants could be adversely affected.

Controls imposed by Medicare, Medicaid and commercial third-party payors designed to reduce admissions and lengths of stay, commonly referred to as “utilization reviews,” have affected and are expected to continue to affect certain of our healthcare facilities, specifically our acute care hospitals and post-acute facilities. Utilization review entails the review of the admission and course of treatment of a patient by managed care plans. Inpatient utilization, average lengths of stay and occupancy rates continue to be negatively affected by payor-required preadmission authorization and utilization review and by payor pressures to maximize outpatient and alternative healthcare delivery services for less acutely ill patients. Efforts to impose more stringent cost controls and reductions are expected to continue, which could negatively impact the financial condition of our tenants who provide healthcare services in our hospitals and post-acute facilities. If so, this could adversely affect these tenants’ ability and willingness to comply with the terms of their leases with us and or renew those leases upon expiration, which could have a Material Adverse Effect on us.

The implementation of new patient criteria for LTACs will change the basis upon which certain of our tenants are reimbursed by Medicare, which could adversely affect those tenants’ revenues and profitability.
 
As part of the Pathway for SGR Reform Act of 2013 enacted on December 26, 2013, Congress adopted various legislative changes impacting LTACs. These legislative changes create new Medicare criteria and payment rules for LTACs, and could have a material adverse impact on the revenues and profitability of the tenants of our LTACs. This material adverse impact could, in turn, negatively affect those tenants’ ability and willingness to comply with the terms of their leases with us or renew those leases upon expiration, which could have a Material Adverse Effect on us.

The hospitals on or near whose campuses our MOBs are located and their affiliated health systems could fail to remain competitive or financially viable, which could adversely impact their ability to attract physicians and physician groups to our MOBs.
Our MOB operations depend on the competitiveness and financial viability of the hospitals on or near whose campuses our MOBs are located and their ability to attract physicians and other healthcare-related clients to our MOBs. The viability of these hospitals, in turn, depends on factors such as the quality and mix of healthcare services provided, competition for patients, physicians and physician groups, demographic trends in the surrounding community, market position and growth potential, as well as the ability of the affiliated health systems to provide economies of scale and access to capital. If a hospital on or near whose campus one of our MOBs is located fails or becomes unable to meet its financial obligations, and if an affiliated health system is unable to support that hospital, the hospital may be unable to compete successfully or could be forced to close or relocate, which could adversely impact its ability to attract physicians and other healthcare-related clients. Because we rely on proximity to and affiliations with hospitals to create leasing demand in our MOBs, a hospital’s inability to remain competitive or financially viable, or to attract physicians and physician groups, could materially adversely affect our MOB operations and have a Material Adverse Effect on us.
Our development and redevelopment projects, including projects undertaken through our joint ventures, may not yield anticipated returns.
We consider and, when appropriate, invest in various development and redevelopment projects. In deciding whether to make an investment in a particular project, we make certain assumptions regarding the expected future performance of the property. Our assumptions are subject to risks generally associated with development and redevelopment projects, including, among others, that:
We may be unable to obtain financing for the project on favorable terms or at all;
We may not complete the project on schedule or within budgeted amounts;
We may encounter delays in obtaining or fail to obtain all necessary zoning, land use, building, occupancy, environmental and other governmental permits and authorizations, or underestimate the costs necessary to develop or redevelop the property to market standards;

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Construction or other delays may provide tenants or residents the right to terminate preconstruction leases or cause us to incur additional costs;
Volatility in the price of construction materials or labor may increase our project costs;
In the case of our MOB developments, hospitals or health systems may maintain significant decision-making authority with respect to the development schedule;
Our builders may fail to perform or satisfy the expectations of our clients or prospective clients;
We may incorrectly forecast risks associated with development in new geographic regions;
Tenants may not lease space at the quantity or rental rate levels or on the schedule projected;
Demand for our project may decrease prior to completion, including due to competition from other developments; and
Lease rates and rents at newly developed or redeveloped properties may fluctuate based on factors beyond our control, including market and economic conditions.
If any of the risks described above occur, our development and redevelopment projects, including projects undertaken through our joint ventures, may not yield anticipated returns, which could have a Material Adverse Effect on us.
Our investments in joint ventures and unconsolidated entities could be adversely affected by our lack of sole decision-making authority, our reliance on our joint venture partners’ financial condition, any disputes that may arise between us and our joint venture partners, and our exposure to potential losses from the actions of our joint venture partners.
As of December 31, 2016, we owned 33 MOBs, 13 seniors housing communities, eight life science and innovation centers and one specialty hospital through consolidated joint ventures, and we had ownership interests ranging between 5% and 25% in five MOBs, 21 seniors housing communities and 13 skilled nursing facilities through investments in unconsolidated entities. In addition, we had a 34% ownership interest in Atria and a 9.9% interest in Ardent as of December 31, 2016. These joint ventures and unconsolidated entities involve risks not present with respect to our wholly owned properties, including the following:
We may be unable to take actions that are opposed by our joint venture partners under arrangements that require us to share decision-making authority over major decisions affecting the ownership or operation of the joint venture and any property owned by the joint venture, such as the sale or financing of the property or the making of additional capital contributions for the benefit of the property;
For joint ventures in which we have a noncontrolling interest, our joint venture partners may take actions that we oppose;
Our ability to sell or transfer our interest in a joint venture to a third party may be restricted if we fail to obtain the prior consent of our joint venture partners;
Our joint venture partners may become bankrupt or fail to fund their share of required capital contributions, which could delay construction or development of a property or increase our financial commitment to the joint venture;
Our joint venture partners may have business interests or goals with respect to a property that conflict with our business interests and goals, including with respect to the timing, terms and strategies for investment, which could increase the likelihood of disputes regarding the ownership, management or disposition of the property;
Disagreements with our joint venture partners could result in litigation or arbitration that increases our expenses, distracts our officers and directors, and disrupts the day-to-day operations of the property, including by delaying important decisions until the dispute is resolved; and
We may suffer losses as a result of actions taken by our joint venture partners with respect to our joint venture investments.
Events that adversely affect the ability of seniors and their families to afford daily resident fees at our seniors housing communities could cause our occupancy rates, resident fee revenues and results of operations to decline.
Assisted and independent living services generally are not reimbursable under government reimbursement programs, such as Medicare and Medicaid. A large majority of the resident fee revenues generated by our senior living operations, therefore, are derived from private pay sources consisting of the income or assets of residents or their family members. In light of the significant expense associated with building new properties and staffing and other costs of providing services, typically only seniors with income or assets that meet or exceed the comparable region median can afford the daily resident and care fees

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at our seniors housing communities, and a weak economy, depressed housing market or changes in demographics could adversely affect their continued ability to do so. If the managers of our seniors housing communities are unable to attract and retain seniors that have sufficient income, assets or other resources to pay the fees associated with assisted and independent living services, the occupancy rates, resident fee revenues and results of operations of our senior living operations could decline, which, in turn, could have a Material Adverse Effect on us.
Our tenants in the life science industry face high levels of regulation, expense and uncertainty.
Life science tenants, particularly those involved in developing and marketing pharmaceutical products, are subject to certain unique risks, including the following:
Some of our tenants require significant outlays of funds for the research and development and clinical testing of their products and technologies. The economic environment in recent years has significantly impacted the ability of these companies to access the capital markets and venture capital funding. In addition, state and federal government and university budgets have been negatively impacted by the recent economic environment and, as a result certain programs, including grants related to biotechnology research and development, may be at risk of being eliminated or cut back significantly. If private investors, the government, universities, public markets or other sources of funding are unavailable to support such development, a tenant’s business may fail.

The research and development, clinical testing, manufacture and marketing of some of our tenants’ products require federal, state and foreign regulatory approvals. The approval process is typically long, expensive and uncertain. Even if our tenants have sufficient funds to seek approvals, one or all of their products may fail to obtain the required regulatory approvals on a timely basis or at all. Furthermore, our tenants may only have a small number of products under development. If one product fails to receive the required approvals at any stage of development, it could significantly adversely affect our tenant’s entire business and its ability to pay rent.

Our tenants may be unable to adequately protect their intellectual property under patent, copyright or trade secret laws. Failure to do so could jeopardize their ability to profit from their efforts and to protect their products from competition.
Collaborative relationships with other life science entities may be crucial to the development, manufacturing, distribution or marketing of our tenants’ products. If these other entities fail to fulfill their obligations under these collaborative arrangements, our tenants’ businesses will suffer.

Legislation to reform the U.S. healthcare system, including regulations and legislation relating to the ACA, may include government intervention in product pricing and other changes that adversely affect reimbursement for our tenants’ marketable products. In addition, sales of many of our tenants’ marketable products are dependent, in large part, on the availability and extent of reimbursement from government health administration authorities, private health insurers and other organizations. Changes in government regulations, price controls or third-party payors’ reimbursement policies may reduce reimbursement for our tenants’ marketable products and adversely impact our tenants’ businesses.

We cannot assure you that our tenants in the life science industry will be successful in their businesses. If our tenants’ businesses are adversely affected, they may have difficulty making payments to us, which could materially adversely affect our business, results of operations and financial condition.
The amount and scope of insurance coverage provided by our policies and policies maintained by our tenants, operators and managers may not adequately insure against losses.
We maintain or require in our lease, management and other agreements that our tenants, operators and managers maintain all applicable lines of insurance on our properties and their operations. Although we regularly review the amount and scope of insurance provided by our policies and required to be maintained by our tenants, operators and managers and believe the coverage provided to be customary for similarly situated companies in our industry, we cannot assure you that we or our tenants, operators and managers will continue to be able to maintain adequate levels of insurance. We also cannot assure you that we or our tenants, operators and managers will maintain the required coverages, that we will continue to require the same levels of insurance under our lease, management and other agreements, that such insurance will be available at a reasonable cost in the future or that the policies maintained will fully cover all losses on our properties upon the occurrence of a catastrophic event, nor can we make any guaranty as to the future financial viability of the insurers that underwrite our policies and the policies maintained by our tenants, operators and managers.
For various reasons, including to reduce and manage costs, many healthcare companies utilize different organizational and corporate structures coupled with self-insurance trusts or captive programs that may provide less insurance coverage than a traditional insurance policy. Companies that insure any part of their general and professional liability risks through their own

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captive limited purpose entities generally estimate the future cost of general and professional liability through actuarial studies that rely primarily on historical data. However, due to the rise in the number and severity of professional claims against healthcare providers, these actuarial studies may underestimate the future cost of claims, and reserves for future claims may not be adequate to cover the actual cost of those claims. As a result, the tenants and operators of our properties who self-insure could incur large funded and unfunded general and professional liability expenses, which could materially adversely affect their liquidity, financial condition and results of operations and, in turn, their ability to satisfy their obligations to us. If we or the managers of our senior living operations decide to implement a captive or self-insurance program, any large funded and unfunded general and professional liability expenses incurred could have a Material Adverse Effect on us.
Should an uninsured loss or a loss in excess of insured limits occur, we could incur substantial liability or lose all or a portion of the capital we have invested in a property, as well as the anticipated future revenues from the property. Following the occurrence of such an event, we might nevertheless remain obligated for any mortgage debt or other financial obligations related to the property. We cannot assure you that material uninsured losses, or losses in excess of insurance proceeds, will not occur in the future.
Significant legal actions or regulatory proceedings could subject us or our tenants, operators and managers to increased operating costs and substantial uninsured liabilities, which could materially adversely affect our or their liquidity, financial condition and results of operations.
From time to time, we may be subject to claims brought against us in lawsuits and other legal or regulatory proceedings arising out of our alleged actions or the alleged actions of our tenants, operators and managers for which such tenants, operators and managers may have agreed to indemnify, defend and hold us harmless. An unfavorable resolution of any such litigation or proceeding could materially adversely affect our or their liquidity, financial condition and results of operations and have a Material Adverse Effect on us.
In certain cases, we and our tenants, operators and managers may be subject to professional liability claims brought by plaintiffs’ attorneys seeking significant punitive damages and attorneys’ fees. Due to the historically high frequency and severity of professional liability claims against seniors housing and healthcare providers, the availability of professional liability insurance has decreased and the premiums on such insurance coverage remain costly. As a result, insurance protection against such claims may not be sufficient to cover all claims against us or our tenants, operators or managers, and may not be available at a reasonable cost. If we or our tenants, operators and managers are unable to maintain adequate insurance coverage or are required to pay punitive damages, we or they may be exposed to substantial liabilities.
The occurrence of cyber incidents could disrupt our operations, result in the loss of confidential information and/or damage our business relationships and reputation.
As our reliance on technology has increased, our business is subject to greater risk from cyber incidents, including attempts to gain unauthorized access to our or our managers’ systems to disrupt operations, corrupt data or steal confidential information, and other electronic security breaches.  While we and our managers have implemented measures to help mitigate these threats, such measures cannot guarantee that we will be successful in preventing a cyber incident.  The occurrence of a cyber incident could disrupt our operations, or the operations of our managers, compromise the confidential information of our employees or the residents in our seniors housing communities, and/or damage our business relationships and reputation.
Our operators may be sued under a federal whistleblower statute.
Our operators who engage in business with the federal government may be sued under a federal whistleblower statute designed to combat fraud and abuse in the healthcare industry. See “Governmental Regulation—Healthcare Regulation” included in Item 1 of this Annual Report on Form 10-K. These lawsuits can involve significant monetary damages and award bounties to private plaintiffs who successfully bring these suits. If any of these lawsuits were brought against our operators, such suits combined with increased operating costs and substantial uninsured liabilities could have a material adverse effect on our operators’ liquidity, financial condition and results of operations and on their ability to satisfy their obligations under our leases, which, in turn, could have a Material Adverse Effect on us.
We could incur substantial liabilities and costs if any of our properties are found to be contaminated with hazardous substances or we become involved in any environmental disputes.
Under federal and state environmental laws and regulations, a current or former owner of real property may be liable for costs related to the investigation, removal and remediation of hazardous or toxic substances or petroleum that are released from or are present at or under, or that are disposed of in connection with such property. Owners of real property may also face other environmental liabilities, including government fines and penalties imposed by regulatory authorities and damages for injuries to persons, property or natural resources. Environmental laws and regulations often impose liability without regard to whether the owner was aware of, or was responsible for, the presence, release or disposal of hazardous or toxic substances or

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petroleum. In certain circumstances, environmental liability may result from the activities of a current or former operator of the property. Although we generally have indemnification rights against the current operators of our properties for contamination caused by them, such indemnification may not adequately cover all environmental costs. See “Governmental Regulation—Environmental Regulation” included in Item 1 of this Annual Report on Form 10-K.
Our success depends, in part, on our ability to attract and retain talented employees, and the loss of any one of our key personnel could adversely impact our business.
The success of our business depends, in part, on the leadership and performance of our executive management team and key employees, and our ability to attract, retain and motivate talented employees could significantly impact our future performance. Competition for these individuals is intense, and we cannot assure you that we will retain our key officers and employees or that we will be able to attract and retain other highly qualified individuals in the future. Losing any one or more of these persons could have a Material Adverse Effect on us.
Failure to maintain effective internal controls could harm our business, results of operations and financial condition.
Pursuant to the Sarbanes-Oxley Act of 2002, we are required to provide a report by management on internal control over financial reporting, including management’s assessment of the effectiveness of such control. Because of its inherent limitations, including the possibility of human error, the circumvention or overriding of controls, or fraud, effective internal controls over financial reporting may not prevent or detect misstatement and can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements. If we fail to maintain the adequacy of our internal controls over financial reporting and our operating internal controls, including any failure to implement required new or improved controls as a result of changes to our business or otherwise, or if we experience difficulties in their implementation, our business, results of operations and financial condition could be materially adversely harmed and we could fail to meet our reporting obligations.
Economic and other conditions that negatively affect geographic locations to which a greater percentage of our NOI is attributed could adversely affect our financial results.
For the year ended December 31, 2016, approximately 36.5% of our total NOI (excluding amounts in discontinued operations) was derived from properties located in California (13.8%), New York (5.9%), Texas (7.0%), Illinois (5.3%), and Florida (4.5%). As a result, we are subject to increased exposure to adverse conditions affecting these regions, including downturns in the local economies or changes in local real estate conditions, increased construction and competition or decreased demand for our properties, regional climate events and changes in state-specific legislation, which could adversely affect our business and results of operations.
We may be adversely affected by fluctuations in currency exchange rates.
Our ownership of properties in Canada and the United Kingdom currently subjects us to fluctuations in the exchange rates between U.S. dollars and Canadian dollars or the British pound, which may, from time to time, impact our financial condition and results of operations. If we continue to expand our international presence through investments in, or acquisitions or development of, seniors housing or healthcare assets outside the United States, Canada or the United Kingdom, we may transact business in other foreign currencies. Although we may pursue hedging alternatives, including borrowing in local currencies, to protect against foreign currency fluctuations, we cannot assure you that such fluctuations will not have a Material Adverse Effect on us.
Risks Arising from Our Capital Structure
We may become more leveraged.
As of December 31, 2016, we had approximately $11.1 billion of outstanding indebtedness. The instruments governing our existing indebtedness permit us to incur substantial additional debt, including secured debt, and we may satisfy our capital and liquidity needs through additional borrowings. A high level of indebtedness would require us to dedicate a substantial portion of our cash flow from operations to the payment of debt service, thereby reducing the funds available to implement our business strategy and make distributions to stockholders. A high level of indebtedness could also have the following consequences:
Potential limits on our ability to adjust rapidly to changing market conditions and vulnerability in the event of a downturn in general economic conditions or in the real estate or healthcare industries;
Potential impairment of our ability to obtain additional financing to execute on our business strategy; and
Potential downgrade in the rating of our debt securities by one or more rating agencies, which could have the effect of, among other things, limiting our access to capital and increasing our cost of borrowing.

36


In addition, from time to time, we mortgage certain of our properties to secure payment of indebtedness. If we are unable to meet our mortgage payments, then the encumbered properties could be foreclosed upon or transferred to the mortgagee with a resulting loss of income and asset value.
We are exposed to increases in interest rates, which could reduce our profitability and adversely impact our ability to refinance existing debt, sell assets or engage in acquisition, investment, development and redevelopment activity, and our decision to hedge against interest rate risk might not be effective.
We receive a significant portion of our revenues by leasing assets under long-term triple-net leases that generally provide for fixed rental rates subject to annual escalations, while certain of our debt obligations are floating rate obligations with interest and related payments that vary with the movement of LIBOR, Bankers’ Acceptance or other indexes. The generally fixed rate nature of a significant portion of our revenues and the variable rate nature of certain of our debt obligations create interest rate risk. Although our operating assets provide a partial hedge against interest rate fluctuations, if interest rates rise, the costs of our existing floating rate debt and any new debt that we incur would increase. These increased costs could reduce our profitability, impair our ability to meet our debt obligations, or increase the cost of financing our acquisition, investment, development and redevelopment activity. An increase in interest rates also could limit our ability to refinance existing debt upon maturity or cause us to pay higher rates upon refinancing, as well as decrease the amount that third parties are willing to pay for our assets, thereby limiting our ability to promptly reposition our portfolio in response to changes in economic or other conditions.
We may seek to manage our exposure to interest rate volatility with hedging arrangements that involve additional risks, including the risks that counterparties may fail to honor their obligations under these arrangements, that these arrangements may not be effective in reducing our exposure to interest rate changes, that the amount of income we earn from hedging transactions may be limited by federal tax provisions governing REITs, and that these arrangements may cause us to pay higher interest rates on our debt obligations than otherwise would be the case. Moreover, no amount of hedging activity can fully insulate us from the risks associated with changes in interest rates. Failure to hedge effectively against interest rate risk, if we choose to engage in such activities, could adversely affect our results of operations and financial condition.
Limitations on our ability to access capital could have an adverse effect on our ability to make required payments on our debt obligations, make distributions to our stockholders or make future investments necessary to implement our business strategy.
We cannot assure you that we will be able to raise the capital necessary to meet our debt service obligations, make distributions to our stockholders or make future investments necessary to implement our business strategy, if our cash flow from operations is insufficient to satisfy these needs, and the failure to do so could have a Material Adverse Effect on us. Although we believe that we have sufficient access to capital and other sources of funding to meet our expected liquidity needs, we cannot assure you that conditions in the capital markets will not deteriorate or that our access to capital and other sources of funding will not become constrained, which could adversely affect the availability and terms of future borrowings, renewals or refinancings and our results of operation and financial condition. If we cannot access capital at an acceptable cost or at all, we may be required to liquidate one or more investments in properties at times that may not permit us to maximize the return on those investments or that could result in adverse tax consequences to us.
As a public company, our access to debt and equity capital depends, in part, on the trading prices of our senior notes and common stock, which, in turn, depend upon market conditions that change from time to time, such as the market’s perception of our financial condition, our growth potential and our current and expected future earnings and cash distributions. Our failure to meet the market’s expectation with regard to future earnings and cash distributions or a significant downgrade in the ratings assigned to our long-term debt could impact our ability to access capital or increase our borrowing costs. We also rely on the financial institutions that are parties to our unsecured revolving credit facility. If these institutions become capital constrained, tighten their lending standards or become insolvent or if they experience excessive volumes of borrowing requests from other borrowers within a short period of time, they may be unable or unwilling to honor their funding commitments to us, which would adversely affect our ability to draw on our unsecured revolving credit facility and, over time, could negatively impact our ability to consummate acquisitions, repay indebtedness as it matures, fund capital expenditures or make distributions to our stockholders.
Covenants in the instruments governing our and our subsidiaries’ existing indebtedness limit our operational flexibility, and a covenant breach could materially adversely affect our operations.
The terms of the instruments governing our existing indebtedness require us to comply with certain customary financial and other covenants, such as maintaining debt service coverage, leverage ratios and minimum net worth requirements. Our continued ability to incur additional debt and to conduct business in general is subject to our compliance with these covenants, which limit our operational flexibility. Breaches of these covenants could result in defaults under the applicable debt

37


instruments and could trigger defaults under any of our other indebtedness that is cross-defaulted against such instruments, even if we satisfy our payment obligations. In addition, covenants contained in the instruments governing our subsidiaries’ outstanding mortgage indebtedness may restrict our ability to obtain cash distributions from such subsidiaries for the purpose of meeting our debt service obligations. Financial and other covenants that limit our operational flexibility, as well as defaults resulting from our breach of any of these covenants, could have a Material Adverse Effect on us.
Risks Arising from Our Status as a REIT
Loss of our status as a REIT would have significant adverse consequences for us and the value of our common stock.
If we lose our status as a REIT (currently or with respect to any tax years for which the statute of limitations has not expired), we will face serious tax consequences that will substantially reduce the funds available to satisfy our obligations, to implement our business strategy and to make distributions to our stockholders for each of the years involved because:
We would not be allowed a deduction for distributions to stockholders in computing our taxable income and would be subject to federal income tax at regular corporate rates;
We could be subject to the federal alternative minimum tax and increased state and local taxes; and
Unless we are entitled to relief under statutory provisions, we could not elect to be subject to tax as a REIT for four taxable years following the year during which we were disqualified.
In addition, in such event we would no longer be required to pay dividends to maintain REIT status, which could adversely affect the value of our common stock.
Qualification as a REIT involves the application of highly technical and complex Code provisions for which there are only limited judicial and administrative interpretations. The determination of factual matters and circumstances not entirely within our control, as well as new legislation, regulations, administrative interpretations or court decisions, may adversely affect our investors or our ability to remain qualified as a REIT for tax purposes. Although we believe that we currently qualify as a REIT, we cannot assure you that we will continue to qualify for all future periods.
The 90% distribution requirement will decrease our liquidity and may limit our ability to engage in otherwise beneficial transactions.
To comply with the 90% distribution requirement applicable to REITs and to avoid the nondeductible excise tax, we must make distributions to our stockholders. See “Certain U.S. Federal Income Tax Considerations—Requirements for Qualification as a REIT—Annual Distribution Requirements” included in Item 1 of this Annual Report on Form 10-K. Such distributions reduce the funds we have available to finance our investment, acquisition, development and redevelopment activity and may limit our ability to engage in transactions that are otherwise in the best interests of our stockholders.
Although we do not anticipate any inability to satisfy the REIT distribution requirement, from time to time, we may not have sufficient cash or other liquid assets to do so. For example, timing differences between the actual receipt of income and actual payment of deductible expenses, on the one hand, and the inclusion of that income and deduction of those expenses in arriving at our taxable income, on the other hand, or non-deductible expenses such as principal amortization or repayments or capital expenditures in excess of non-cash deductions may prevent us from having sufficient cash or liquid assets to satisfy the 90% distribution requirement.
In the event that timing differences occur or we decide to retain cash or to distribute such greater amount as may be necessary to avoid income and excise taxation, we may seek to borrow funds, issue additional equity securities, pay taxable stock dividends, distribute other property or securities or engage in a transaction intended to enable us to meet the REIT distribution requirements. Any of these actions may require us to raise additional capital to meet our obligations; however, see “Risks Arising from Our Capital Structure—Limitations on our ability to access capital could have an adverse effect on our ability to make required payments on our debt obligations, make distributions to our stockholders or make future investments necessary to implement our business strategy.” The terms of the instruments governing our existing indebtedness restrict our ability to engage in certain of these transactions.
To preserve our qualification as a REIT, our certificate of incorporation contains ownership limits with respect to our capital stock that may delay, defer or prevent a change of control of our company.
To assist us in preserving our qualification as a REIT, our certificate of incorporation provides that if a person acquires beneficial ownership of more than 9.0% of our outstanding common stock or more than 9.9% of our outstanding preferred stock, the shares that are beneficially owned in excess of the applicable limit are considered “excess shares” and are automatically deemed transferred to a trust for the benefit of a charitable institution or other qualifying organization selected by our Board of Directors. The trust is entitled to all dividends with respect to the excess shares and the trustee may exercise all

38


voting power over the excess shares. In addition, we have the right to purchase the excess shares for a price equal to the lesser of (i) the price per share in the transaction that created the excess shares or (ii) the market price on the day we purchase the shares, but if we do not purchase the excess shares, the trustee of the trust is required to transfer the shares at the direction of our Board of Directors. These ownership limits could delay, defer or prevent a transaction or a change of control that might involve a premium price for our common stock or might otherwise be in the best interests of our stockholders.
Our use of TRSs is limited under the Code.
Under the Code, no more than 25% (20% for taxable years beginning after December 31, 2017) of the value of the gross assets of a REIT may be represented by securities of one or more TRSs. This limitation may affect our ability to increase the size of our TRSs’ operations and assets, and there can be no assurance that we will be able to comply with the applicable limitation, or that such compliance will not adversely affect our business. Also, our TRSs may not, among other things, operate or manage certain health care facilities, which may cause us to forego investments we might otherwise make. Finally, we may be subject to a 100% excise tax on the income derived from certain transactions with our TRSs that are not on an arm's-length basis. We believe our arrangements with our TRSs are on arm's-length terms and intend to continue to operate in a manner that allows us to avoid incurring the 100% excise tax described above, but there can be no assurance that we will be able to avoid application of that tax.

The tax imposed on REITs engaging in “prohibited transactions” may limit our ability to engage in transactions which would be treated as sales for federal income tax purposes.
A REIT’s net income from prohibited transactions is subject to a 100% penalty tax. In general, prohibited transactions are sales or other dispositions of property, other than foreclosure property, held primarily for sale to customers in the ordinary course of business. Although we do not intend to hold any properties that would be characterized as held for sale to customers in the ordinary course of our business, unless a sale or disposition qualifies under certain statutory safe harbors, such characterization is a factual determination and no guarantee can be given that the IRS would agree with our characterization of our properties or that we will always be able to make use of the available safe harbors.

Legislative or other actions could have a negative effect on our stockholders or us.

The rules dealing with federal income taxation are constantly under review by persons involved in the legislative process and by the IRS and the U.S. Department of the Treasury. The recent U.S. president election, coupled with a Republican-controlled Congress, makes tax reform more likely in the near-term. Changes to the tax laws, with or without retroactive application, could adversely affect our investors or us. We cannot predict how changes in the tax laws might affect our investors or us. New legislation, Treasury regulations, administrative interpretations or court decisions could significantly and negatively affect our ability to qualify as a REIT, the federal income tax consequences of such qualification, or the federal income tax consequences of an investment in us. Also, the law relating to the tax treatment of other entities, or an investment in other entities, could change, making an investment in such other entities more attractive relative to an investment in a REIT.

ITEM 1B.    Unresolved Staff Comments
None.

39


ITEM 2.    Properties
Seniors Housing and Healthcare Properties
As of December 31, 2016, we owned approximately 1,300 properties (including properties owned through investments in unconsolidated entities and properties classified as held for sale), consisting of seniors housing communities, MOBs, life science and innovation centers, skilled nursing facilities, specialty hospitals and general acute care hospitals, and we had six properties under development, including one property that is owned by an unconsolidated real estate entity. We believe that maintaining a balanced portfolio of high-quality assets diversified by investment type, geographic location, asset type, tenant/operator, revenue source and operating model makes us less susceptible to single-state regulatory or reimbursement changes, regional climate events and local economic downturns and diminishes the risk that any single factor or event could materially harm our business.
As of December 31, 2016, we had $1.7 billion aggregate principal amount of mortgage loan indebtedness outstanding, secured by 123 of our properties. Excluding those portions attributed to our joint venture partners, our share of mortgage loan indebtedness outstanding was $1.6 billion.
The following table provides additional information regarding the geographic diversification of our portfolio of properties as of December 31, 2016 (including properties owned through investments in unconsolidated entities, but excluding properties classified as held for sale):

40


 
Seniors Housing
Communities
 
Skilled Nursing
Facilities
 
MOBs
 
Life Science and Innovation Centers
 
Specialty Hospitals
 
General Acute Care
Geographic Location
# of
Properties
 
Units
 
# of Properties
 
Licensed
Beds
 
# of Properties
 
Square Feet(1)
 
# of Properties
 
Square Feet(1)
 
# of Properties
 
Licensed Beds
 
# of Properties
 
Licensed Beds
Alabama
6

 
382

 

 

 
4

 
469

 

 

 

 

 

 

Arizona
28

 
2,562

 

 

 
13

 
830

 

 

 
1

 
60

 

 

Arkansas
4

 
287

 

 

 
1

 
5

 

 

 

 

 

 

California
86

 
9,743

 
4

 
483

 
25

 
2,034

 

 

 
6

 
503

 

 

Colorado
19

 
1,689

 
2

 
190

 
13

 
891

 

 

 
1

 
68

 

 

Connecticut
14

 
1,625

 

 

 

 

 
2

 
1,032

 

 

 

 

District of Columbia

 

 

 

 
2

 
102

 

 

 

 

 

 

Florida
49

 
4,582

 

 

 
19

 
583

 
1

 
259

 
6

 
511

 

 

Georgia
20

 
1,751

 
1

 
162

 
14

 
1,188

 

 

 

 

 

 

Idaho
1

 
70

 
6

 
513

 

 

 

 

 

 

 

 

Illinois
25

 
2,942

 
1

 
82

 
37

 
1,547

 
1

 
129

 
4

 
430

 

 

Indiana
11

 
921

 
8

 
1,109

 
23

 
1,603

 

 

 
1

 
59

 

 

Kansas
9

 
541

 

 

 
1

 
33

 

 

 

 

 

 

Kentucky
10

 
911

 
3

 
377

 
4

 
173

 

 

 
1

 
384

 

 

Louisiana
1

 
58

 

 

 
5

 
361

 

 

 

 

 

 

Maine
6

 
445

 

 

 

 

 

 

 

 

 

 

Maryland
5

 
360

 

 

 
2

 
83

 
5

 
489

 

 

 

 

Massachusetts
19

 
2,104

 
8

 
963

 

 

 

 

 

 

 

 

Michigan
23

 
1,457

 

 

 
14

 
599

 

 

 

 

 

 

Minnesota
18

 
1,029

 

 

 
4

 
241

 

 

 

 

 

 

Mississippi

 

 

 

 
1

 
51

 

 

 

 

 

 

Missouri
2

 
153

 

 

 
20

 
1,096

 
3

 
465

 
2

 
227

 

 

Montana
2

 
182

 
2

 
276

 

 

 

 

 

 

 

 

Nebraska
1

 
134

 

 

 

 

 

 

 

 

 

 

Nevada
5

 
589

 

 

 
5

 
416

 

 

 
1

 
52

 

 

New Hampshire
1

 
125

 
1

 
290

 

 

 

 

 

 

 

 

New Jersey
13

 
1,184

 
1

 
153

 
3

 
37

 

 

 

 

 

 

New Mexico
4

 
468

 

 

 

 

 

 

 
2

 
123

 
4

 
544

New York
42

 
4,638

 

 

 
4

 
244

 

 

 

 

 

 

North Carolina
23

 
1,894

 
3

 
297

 
20

 
832

 
6

 
1,141

 
1

 
124

 

 

North Dakota
2

 
115

 

 

 
1

 
114

 

 

 

 

 

 

Ohio
21

 
1,267

 
6

 
907

 
28

 
1,225

 

 

 
1

 
50

 

 

Oklahoma
8

 
463

 

 

 

 

 

 

 

 

 
4

 
954

Oregon
29

 
2,581

 

 

 
1

 
105

 

 

 

 

 

 

Pennsylvania
32

 
2,362

 
4

 
620

 
10

 
878

 
3

 
566

 
1

 
52

 

 

Rhode Island
6

 
596

 

 

 

 

 

 

 

 

 

 

South Carolina
5

 
402

 

 

 
20

 
1,104

 

 

 

 

 

 

South Dakota
4

 
182

 

 

 

 

 

 

 

 

 

 

Tennessee
18

 
1,420

 

 

 
11

 
405

 

 

 
1

 
49

 

 

Texas
51

 
3,916

 

 

 
22

 
1,332

 

 

 
9

 
590

 
1

 
445

Utah
3

 
321

 

 

 

 

 

 

 

 

 

 

Vermont

 

 
1

 
144

 

 

 

 

 

 

 

 

Virginia
8

 
655

 
3

 
432

 
5

 
231

 
2

 
191

 

 

 

 

Washington
25

 
2,417

 
8

 
737

 
10

 
579

 

 

 

 

 

 

West Virginia
2

 
124

 
4

 
326

 

 

 

 

 

 

 

 

Wisconsin
51

 
2,256

 

 

 
21

 
1,105

 

 

 

 

 

 

Wyoming
2

 
168

 

 

 

 

 

 

 

 

 

 

Total U.S.
714

 
62,071

 
66

 
8,061

 
363

 
20,496

 
23

 
4,272

 
38

 
3,282


9


1,943

Canada
41

 
4,499

 

 

 

 

 

 

 

 

 

 

United Kingdom
10

 
663

 

 

 

 

 

 

 

 

 
3

 
121

Total
765

 
67,233

 
66

 
8,061

 
363

 
20,496

 
23

 
4,272

 
38

 
3,282


12


2,064

(1) 
Square Feet are in thousands 

41


Corporate Offices
Our headquarters are located in Chicago, Illinois, and we have additional corporate offices in: Louisville, Kentucky; Plano, Texas; and Irvine, California. We lease all of our corporate offices.


ITEM 3.    Legal Proceedings

The information contained in “NOTE 14—COMMITMENTS AND CONTINGENCIES” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K is incorporated by reference into this Item 3. Except as set forth therein, we are not a party to, nor is any of our property the subject of, any material pending legal proceedings.

ITEM 4.    Mine Safety Disclosures
Not applicable.

42


PART II
ITEM 5.    Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our common stock, par value $0.25 per share, is listed and traded on the New York Stock Exchange (the “NYSE”) under the symbol “VTR.” The following table sets forth, for the periods indicated, the high and low sales prices of our common stock as reported on the NYSE and the dividends declared per share.
 
Sales Price of
Common Stock
 
Cash Dividends
Declared
 
High
 
Low
 
2015
 
 
 
 
 
First Quarter
$
80.95

 
$
69.12

 
$
0.79

Second Quarter
76.90

 
61.82

 
0.79

Third Quarter
68.52

 
52.66

 
0.73

Fourth Quarter
58.38

 
49.68

 
0.73

2016
 
 
 
 
 
First Quarter
$
63.22

 
$
48.43

 
$
0.73

Second Quarter
72.82

 
59.69

 
0.73

Third Quarter
76.56

 
67.33

 
0.73

Fourth Quarter
69.19

 
57.86

 
0.775

As of February 9, 2017, we had 354.6 million shares of our common stock outstanding held by approximately 4,750 stockholders of record.
Dividends and Distributions
We pay regular quarterly dividends to holders of our common stock to comply with the provisions of the Code governing REITs. On February 10, 2017, our Board of Directors declared the first quarterly installment of our 2017 dividend on our common stock in the amount of $0.775 per share, payable in cash on March 31, 2017 to stockholders of record on March 7, 2017. We expect to distribute at least 100% of our taxable net income, after the use of any net operating loss carryforwards, to our stockholders for 2017. See “Certain U.S. Federal Income Tax Considerations—Requirements for Qualification as a REIT—Annual Distribution Requirements” included in Part I, Item 1 of this Annual Report on Form 10-K.
In general, our Board of Directors makes decisions regarding the nature, frequency and amount of our dividends on a quarterly basis. Because the Board considers many factors when making these decisions, including our present and future liquidity needs, our current and projected financial condition and results of operations and the performance and credit quality of our tenants, operators, borrowers and managers, we cannot assure you that we will maintain the practice of paying regular quarterly dividends to continue to qualify as a REIT. Please see “Cautionary Statements” and the risk factors included in Part I, Item 1A of this Annual Report on Form 10-K for a description of other factors that may affect our distribution policy.
Prior to its suspension in July 2014, our stockholders were entitled to reinvest all or a portion of any cash distribution on their shares of our common stock by participating in our Distribution Reinvestment and Stock Purchase Plan (“DRIP”), subject to the terms of the plan. See “NOTE 16—PERMANENT AND TEMPORARY EQUITY” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K. We may determine whether or not to reinstate the DRIP at any time, in our sole discretion.
Director and Employee Stock Sales
Certain of our directors, executive officers and other employees have adopted and, from time to time in the future, may adopt non-discretionary, written trading plans that comply with Rule 10b5-1 under the Exchange Act, or otherwise monetize, gift or transfer their equity-based compensation. These transactions typically are conducted for estate, tax and financial planning purposes and are subject to compliance with our Amended and Restated Securities Trading Policy and Procedures (“Securities Trading Policy”), the minimum stock ownership requirements contained in our Guidelines on Governance and all applicable laws and regulations.

43


Our Securities Trading Policy expressly prohibits our directors, executive officers and employees from buying or selling derivatives with respect to our securities or other financial instruments that are designed to hedge or offset a decrease in the market value of our securities and from engaging in short sales with respect to our securities. In addition, our Securities Trading Policy prohibits our directors and executive officers from holding our securities in margin accounts or pledging our securities to secure loans without the prior approval of our Audit and Compliance Committee. Each of our executive officers has advised us that he or she is in compliance with the Securities Trading Policy and has not pledged any of our equity securities to secure margin or other loans.
Stock Repurchases
The table below summarizes repurchases of our common stock made during the quarter ended December 31, 2016:
 
Number of Shares
Repurchased (1)
 
Average Price
Per Share
October 1 through October 31
106

 
$
67.95

November 1 through November 30

 
$

December 1 through December 31

 
$

(1)
Repurchases represent shares withheld to pay taxes on the vesting of restricted stock granted to employees under our 2006 Incentive Plan or 2012 Incentive Plan or restricted stock units granted to employees under the Nationwide Health Properties, Inc. (“NHP”) 2005 Performance Incentive Plan and assumed by us in connection with our acquisition of NHP. The value of the shares withheld is the closing price of our common stock on the date the vesting or exercise occurred (or, if not a trading day, the immediately preceding trading day) or the fair market value of our common stock at the time of the exercise, as the case may be.

44


Stock Performance Graph
The following performance graph compares the cumulative total return (including dividends) to the holders of our common stock from December 31, 2011 through December 31, 2016, with the cumulative total returns of the NYSE Composite Index, the FTSE NAREIT Composite REIT Index (the “Composite REIT Index”) and the S&P 500 Index over the same period. The comparison assumes $100 was invested on December 31, 2011 in our common stock and in each of the foregoing indexes and assumes reinvestment of dividends, as applicable. We have included the NYSE Composite Index in the performance graph because our common stock is listed on the NYSE, and we have included the S&P 500 Index because we are a member of the S&P 500. We have included the Composite REIT Index because we believe that it is most representative of the industries in which we compete, or otherwise provides a fair basis for comparison with us, and is therefore particularly relevant to an assessment of our performance. The figures in the table below are rounded to the nearest dollar.
 
12/31/2011
 
12/31/2012
 
12/31/2013
 
12/31/2014
 
12/31/2015
 
12/31/2016
Ventas
$100
 
$122.31
 
$112.96
 
$147.89
 
$139.68
 
$162.23
NYSE Composite Index
$100
 
$116.26
 
$146.95
 
$157.05
 
$150.81
 
$168.99
Composite REIT Index
$100
 
$119.73
 
$122.53
 
$155.89
 
$159.09
 
$174.00
S&P 500 Index
$100
 
$115.99
 
$153.55
 
$174.55
 
$176.95
 
$198.10


vtr-2016123_chartx40658a02.jpg


45


ITEM 6.    Selected Financial Data
You should read the following selected financial data in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Item 7 of this Annual Report on Form 10-K and our Consolidated Financial Statements and the notes thereto included in Item 8 of this Annual Report on Form 10-K, as acquisitions, dispositions, changes in accounting policies and other items may impact the comparability of the financial data.
 
As of and For the Years Ended December 31,
 
2016
 
2015
 
2014
 
2013
 
2012
 
(Dollars in thousands, except per share data)
Operating Data
 
 
 
 
 
 
 
 
 
Rental income
$
1,476,176

 
$
1,346,046

 
$
1,138,457

 
$
1,036,356

 
$
894,495

Resident fees and services
1,847,306

 
1,811,255

 
1,552,951

 
1,406,005

 
1,227,124

Interest expense
419,740

 
367,114

 
292,065

 
249,009

 
199,801

Property-level operating expenses
1,434,762

 
1,383,640

 
1,195,388

 
1,109,925

 
966,812

General, administrative and professional fees
126,875

 
128,035

 
121,738

 
115,083

 
98,489

Income from continuing operations attributable to common stockholders, including real estate dispositions
650,153

 
406,740

 
376,032

 
374,338

 
202,159

Discontinued operations
(922
)
 
11,103

 
99,735

 
79,171

 
160,641

Net income attributable to common stockholders
649,231

 
417,843

 
475,767

 
453,509

 
362,800

Per Share Data
 
 
 
 
 
 
 
 
 
Income from continuing operations attributable to common stockholders, including real estate dispositions:
 
 
 
 
 
 
 
 
 
Basic
$
1.88

 
$
1.23

 
$
1.28

 
$
1.28

 
$
0.69

Diluted
$
1.86

 
$
1.22

 
$
1.26

 
$
1.27

 
$
0.68

Net income attributable to common stockholders:
 
 
 
 
 
 
 
 
 
Basic
$
1.88

 
$
1.26

 
$
1.62

 
$
1.55

 
$
1.24

Diluted
$
1.86

 
$
1.25

 
$
1.60

 
$
1.54

 
$
1.23

Dividends declared per common share
$
2.965

 
$
3.04

 
$
2.965

 
$
2.735

 
$
2.48

Other Data
 
 
 
 
 
 
 
 
 
Net cash provided by operating activities
$
1,367,457

 
$
1,391,767

 
$
1,254,845

 
$
1,194,755

 
$
992,816

Net cash used in investing activities
(1,234,643
)
 
(2,423,692
)
 
(2,055,040
)
 
(1,282,760
)
 
(2,169,689
)
Net cash provided by financing activities
101,722

 
1,030,122

 
758,057

 
114,996

 
1,198,914

FFO (1)
1,440,544

 
1,365,408

 
1,273,680

 
1,208,458

 
1,024,567

Normalized FFO (1)
1,438,643

 
1,493,683

 
1,330,018

 
1,220,709

 
1,120,225

Balance Sheet Data
 
 
 
 
 
 
 
 
 
Real estate investments, at cost
$
25,327,215

 
$
23,802,454

 
$
20,196,770

 
$
21,403,592

 
$
19,745,607

Cash and cash equivalents
286,707

 
53,023

 
55,348

 
94,816

 
67,908

Total assets
23,166,600

 
22,261,918

 
21,165,913

 
19,731,494

 
18,980,000

Senior notes payable and other debt
11,127,326

 
11,206,996

 
10,844,351

 
9,364,992

 
8,413,646


(1) 
We consider Funds From Operations (“FFO”) and normalized FFO to be useful supplemental measures of our operating performance. In particular, we believe that normalized FFO is useful because it allows investors, analysts and our management to compare our operating performance to the operating performance of other real estate companies and between periods on a consistent basis without having to account for differences caused by unanticipated items and other events such as transactions and litigation. In some cases, we provide information about identified non-cash components of FFO and normalized FFO because it allows investors, analysts and our management to assess the impact of those items on our financial results.


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We use the National Association of Real Estate Investment Trusts (“NAREIT”) definition of FFO. NAREIT defines FFO as net income attributable to common stockholders (computed in accordance with U.S. generally accepted accounting principles (“GAAP”)), excluding gains (or losses) from sales of real estate property, including gain or loss on re-measurement of equity method investments, and impairment write-downs of depreciable real estate, plus real estate depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures will be calculated to reflect FFO on the same basis. We define normalized FFO as FFO excluding the following income and expense items (which may be recurring in nature): (a) merger-related costs and expenses, including amortization of intangibles, transition and integration expenses, and deal costs and expenses, including expenses and recoveries relating to our acquisition lawsuits; (b) the impact of any expenses related to asset impairment and valuation allowances, the write-off of unamortized deferred financing fees, or additional costs, expenses, discounts, make-whole payments, penalties or premiums incurred as a result of early retirement or payment of our debt; (c) the non-cash effect of income tax benefits or expenses, the non-cash impact of changes to the Company’s executive equity compensation plan and derivative transactions that have non-cash mark-to-market impacts on our Consolidated Statements of Income; (d) the financial impact of contingent consideration, severance-related costs and charitable donations made to the Ventas Charitable Foundation; (e) gains and losses for non-operational foreign currency hedge agreements and changes in the fair value of financial instruments; (f) gains and losses on non-real estate dispositions and other unusual items related to unconsolidated entities; and (g) expenses related to the re-audit and re-review in 2014 of our historical financial statements and related matters. We believe that income from continuing operations is the most comparable GAAP measure because it provides insight into our continuing operations.

FFO and normalized FFO presented in this Annual Report on Form 10-K, or otherwise disclosed by us, may not be comparable to FFO and normalized FFO presented by other real estate companies due to the fact that not all real estate companies use the same definitions. FFO and normalized FFO should not be considered as alternatives to net income or income from continuing operations (both determined in accordance with GAAP) as indicators of our financial performance or as alternatives to cash flow from operating activities (determined in accordance with GAAP) as measures of our liquidity, nor are FFO and normalized FFO necessarily indicative of sufficient cash flow to fund all of our needs. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Funds From Operations and Normalized Funds from Operations” included in Item 7 of this Annual Report on Form 10-K for a reconciliation of FFO and normalized FFO to our GAAP earnings.

ITEM 7.    Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion provides information that management believes is relevant to an understanding and assessment of the consolidated financial condition and results of operations of Ventas, Inc. (together with its subsidiaries, unless otherwise indicated or except where the context otherwise requires, “we,” “us” or “our”). You should read this discussion in conjunction with our Consolidated Financial Statements and the notes thereto included in Item 8 of this Annual Report on Form 10-K, as it will help you understand:
Our company and the environment in which we operate;
Our 2016 highlights and other recent developments;
Our critical accounting policies and estimates;
Our results of operations for the last three years;
How we manage our assets and liabilities;
Our liquidity and capital resources;
Our cash flows; and
Our future contractual obligations.
Corporate and Operating Environment
We are a real estate investment trust (“REIT”) with a highly diversified portfolio of seniors housing and healthcare properties located throughout the United States, Canada and the United Kingdom. As of December 31, 2016, we owned approximately 1,300 properties (including properties owned through investments in unconsolidated entities and properties classified as held for sale), consisting of seniors housing communities, medical office buildings (“MOBs”), life science and innovation centers, skilled nursing facilities, specialty hospitals and general acute care hospitals, and we had six properties under development, including one property that is owned by an unconsolidated real estate entity. We are an S&P 500 company and headquartered in Chicago, Illinois.

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We primarily invest in seniors housing and healthcare properties through acquisitions and lease our properties to unaffiliated tenants or operate them through independent third-party managers. As of December 31, 2016, we leased a total of 549 properties (excluding MOBs and 33 properties owned through investments in unconsolidated entities) to various healthcare operating companies under “triple-net” or “absolute-net” leases that obligate the tenants to pay all property-related expenses, including maintenance, utilities, repairs, taxes, insurance and capital expenditures, and we engaged independent operators, such as Atria Senior Living, Inc. (“Atria”) and Sunrise Senior Living, LLC (together with its subsidiaries, “Sunrise”), to manage 298 of our seniors housing communities (excluding one property owned through investments in unconsolidated entities) for us pursuant to long-term management agreements.
Our three largest tenants, Brookdale Senior Living Inc. (together with its subsidiaries, “Brookdale Senior Living”), Kindred Healthcare, Inc. (together with its subsidiaries, “Kindred”) and Ardent Health Partners, LLC (together with its subsidiaries, “Ardent”), leased from us 140 properties (excluding six properties owned through investments in unconsolidated entities and excluding one property managed by Brookdale Senior Living pursuant to a long-term management agreement), 68 properties (excluding one MOB) and ten properties, respectively, as of December 31, 2016.
Through our Lillibridge Healthcare Services, Inc. (“Lillibridge”) subsidiary and our ownership interest in PMB Real Estate Services LLC (“PMBRES”), we also provide MOB management, leasing, marketing, facility development and advisory services to highly rated hospitals and health systems throughout the United States. In addition, from time to time, we make secured and non-mortgage loans and other investments relating to seniors housing and healthcare operators or properties.
We conduct our operations through three reportable business segments: triple-net leased properties; senior living operations; and office operations. See “NOTE 19—SEGMENT INFORMATION” of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.
As of December 31, 2016, our consolidated portfolio included 100% ownership interests in 1,180 properties and controlling joint venture interests in 55 properties, and we had non-controlling ownership interests in 39 properties through investments in unconsolidated entities. Through Lillibridge and PMBRES, we provided management and leasing services to third parties with respect to 90 MOBs as of December 31, 2016.
We aim to enhance shareholder value by delivering consistent, superior total returns through a strategy of: (1) generating reliable and growing cash flows; (2) maintaining a balanced, diversified portfolio of high-quality assets; and (3) preserving our financial strength, flexibility and liquidity.
Our ability to access capital in a timely and cost-effective manner is critical to the success of our business strategy because it affects our ability to satisfy existing obligations, including the repayment of maturing indebtedness, and to make future investments. Factors such as general market conditions, interest rates, credit ratings on our securities, expectations of our potential future earnings and cash distributions, and the trading price of our common stock that are beyond our control and fluctuate over time all impact our access to and cost of external capital. For that reason, we generally attempt to match the long-term duration of our investments in real property with long-term financing through the issuance of shares of our common stock or the incurrence of long-term fixed rate debt. At December 31, 2016, 15.3% of our consolidated debt was variable rate debt, including the effects of interest rate hedges.
2016 Highlights and Other Recent Developments
Investments and Dispositions
In September 2016, we completed the acquisition of substantially all of the university affiliated life science and innovation real estate assets of Wexford Science & Technology, LLC (“Wexford”) from affiliates of Blackstone Real Estate Partners VIII, L.P. (together with its affiliates, “Blackstone”) (the “Life Sciences Acquisition”) for total consideration of $1.5 billion. The Life Sciences Acquisition added to our portfolio 23 operating properties, two development assets and nine future development sites.

In October 2016, we committed to provide secured debt financing in the amount of $700.0 million to a subsidiary of Ardent to facilitate Ardent’s acquisition of LHP Hospital Group, Inc. (“LHP”). The loan (the “Loan”) has a five-year term and is LIBOR-based with an initial interest rate of approximately 8.0% and is guaranteed by Ardent’s parent company. Ardent will also receive an equity contribution from its majority owner, an affiliate of Equity Group Investments. The Loan is subject to the satisfaction of customary closing conditions. Ardent’s acquisition of LHP is expected to close in the first quarter of 2017, but there can be no assurance as to whether, when or on what terms Ardent’s acquisition of LHP or the Loan will be completed.


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During 2016, we made a $140.0 million secured mezzanine loan investment relating to Class A life sciences properties in California and Massachusetts, that has an annual interest rate of 9.95%, and we acquired two MOBs, one triple-net leased seniors housing asset and other investments for approximately $42.3 million.

During the year ended December 31, 2016, we sold 29 triple-net leased properties, 1 seniors housing community included in our senior living operations reportable business segment and six MOBs for aggregate consideration of $300.8 million. We recognized a gain on the sales of these assets of $98.2 million (net of taxes).

During 2016, we received aggregate proceeds of $309.0 million in final repayment of three secured loans receivable and partial repayment of one secured loan receivable and recognized gains of $9.6 million on the repayment of these loans receivable.
Capital and Dividends
During 2016, we issued and sold 18.9 million shares of common stock under our “at-the-market” (“ATM”) equity offering program and public offerings. Aggregate net proceeds for these activities were $1.3 billion, after sales agent commissions.

In May 2016, we repaid $100.0 million outstanding on our unsecured term loan due 2019 using cash on hand.

In May 2016, we issued and sold $400.0 million aggregate principal amount of 3.125% senior notes due 2023 at a public offering price equal to 99.343% of par, for total proceeds of $397.4 million before the underwriting discount and expenses.

In June 2016, we redeemed $455.5 million aggregate principal amount then outstanding of our 1.55% senior notes due September 2016 at a public offering price of 100.335% of par, plus accrued and unpaid interest to the redemption date. In July 2016, we repaid the remaining balance then outstanding of our 1.55% senior notes due September 2016.

In September 2016, we issued and sold $450.0 million aggregate principal amount of 3.25% senior notes due 2026 at a public offering price equal to 99.811% of par, for total proceeds of $449.1 million before the underwriting discount and expenses.

In 2016, we paid an annual cash dividend on our common stock of $2.965 per share. In December 2016, our fourth quarter 2016 dividend grew by 6% over third quarter 2016 to $0.775.

Portfolio
In April 2016, we entered into several agreements with Kindred to improve the quality and productivity of the long term acute care hospital (“LTAC”) portfolio leased by Ventas to Kindred. Certain of the agreements consist of lease amendments to the Kindred master leases, for which we received a $3.5 million fee. Under these lease amendments, annual rent on seven identified LTACs (the “7 LTACs”), which was approximately $8 million, was immediately re-allocated to other more productive post-acute assets subject to the Kindred master leases. Separately, in October 2016, we sold the 7 LTACs to an unrelated third party for $3.0 million, and recognized a gain of $2.9 million.

In September 2016, we modified existing agreements with Sunrise related to the management of certain of the seniors housing communities owned by us and operated by Sunrise to reduce management fees payable to Sunrise under such agreements, maintain the existing term of such agreements and provide Sunrise with incentives for future outperformance. We also entered into a new multi-year development pipeline agreement with Sunrise that gives us the option to fund certain future Sunrise developments.

In November 2016, we entered into agreements with Kindred providing that (i) Kindred will either acquire all 36 SNFs owned by us and operated by Kindred for $700 million, in connection with Kindred’s previously announced plan to exit its SNF business, or renew the current lease on all unpurchased SNFs through 2025 at the current rent level; and (ii) Kindred has extended the lease term to 2025 for all of our LTACs operated by Kindred that were scheduled to mature in 2018 and 2020, at the current rent level.


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Critical Accounting Policies and Estimates
Our Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) set forth in the Accounting Standards Codification (“ASC”), as published by the Financial Accounting Standards Board (“FASB”). GAAP requires us to make estimates and assumptions regarding future events that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. We base these estimates on our experience and assumptions we believe to be reasonable under the circumstances. However, if our judgment or interpretation of the facts and circumstances relating to various transactions or other matters had been different, we may have applied a different accounting treatment, resulting in a different presentation of our financial statements. We periodically reevaluate our estimates and assumptions, and in the event they prove to be different from actual results, we make adjustments in subsequent periods to reflect more current estimates and assumptions about matters that are inherently uncertain. We believe that the critical accounting policies described below, among others, affect our more significant estimates and judgments used in the preparation of our financial statements. For more information regarding our critical accounting policies, see “NOTE 2—ACCOUNTING POLICIES” of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.
Principles of Consolidation
The Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K include our accounts and the accounts of our wholly owned subsidiaries and the joint venture entities over which we exercise control. All intercompany transactions and balances have been eliminated in consolidation, and our net earnings are reduced by the portion of net earnings attributable to noncontrolling interests.
GAAP requires us to identify entities for which control is achieved through means other than voting rights and to determine which business enterprise is the primary beneficiary of variable interest entities (“VIEs”). A VIE is broadly defined as an entity with one or more of the following characteristics: (a) the total equity investment at risk is insufficient to finance the entity’s activities without additional subordinated financial support; (b) as a group, the holders of the equity investment at risk lack (i) the ability to make decisions about the entity’s activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; and (c) the equity investors have voting rights that are not proportional to their economic interests, and substantially all of the entity’s activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights. We consolidate our investment in a VIE when we determine that we are its primary beneficiary. We may change our original assessment of a VIE upon subsequent events such as the modification of contractual arrangements that affects the characteristics or adequacy of the entity’s equity investments at risk and the disposition of all or a portion of an interest held by the primary beneficiary.
We identify the primary beneficiary of a VIE as the enterprise that has both: (i) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance; and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could be significant to the entity. We perform this analysis on an ongoing basis.
As it relates to investments in joint ventures, GAAP may preclude consolidation by the sole general partner in certain circumstances based on the type of rights held by the limited partner(s). We assess limited partners’ rights and their impact on our consolidation conclusions, and we reassess if there is a change to the terms or in the exercisability of the rights of the limited partners, the sole general partner increases or decreases its ownership of limited partnership interests, or there is an increase or decrease in the number of outstanding limited partnership interests. We also apply this guidance to managing member interests in limited liability companies.
On January 1, 2016, we adopted Accounting Standards Update (“ASU”) 2015-02, Amendments to the Consolidation Analysis (“ASU 2015-02”), which makes certain changes to both the variable interest and voting models. The adoption of ASU 2015-02 did not result in any changes to our conclusions regarding the consolidation of investments under the new standard. We identified several entities already consolidated under the previous standard but not considered VIEs, which under the new standard are considered VIEs and will continue to be consolidated.
Business Combinations
We account for acquisitions using the acquisition method and record the cost of the businesses acquired among tangible and recognized intangible assets and liabilities based upon their estimated fair values as of the acquisition date. Recognized intangibles primarily include the value of in-place leases, acquired lease contracts, tenant and customer relationships, trade names/trademarks and goodwill. We do not amortize goodwill, which represents the excess of the purchase price paid over the fair value of the net assets of the acquired business.

50


Our method for recording the purchase price to acquired investments in real estate requires us to make subjective assessments for determining fair value of the assets acquired and liabilities assumed. This includes determining the value of the buildings, land and improvements, construction in progress, ground leases, tenant improvements, in-place leases, above and/or below market leases, purchase option intangible assets and/or liabilities, and any debt assumed. These estimates require significant judgment and in some cases involve complex calculations. These assessments directly impact our results of operations, as amounts estimated for certain assets and liabilities have different depreciation or amortization lives. In addition, we amortize the value assigned to above and/or below market leases as a component of revenue, unlike in-place leases and other intangibles, which we include in depreciation and amortization in our Consolidated Statements of Income.
We estimate the fair value of buildings acquired on an as-if-vacant basis, or replacement cost basis, and depreciate the building value over the estimated remaining life of the building, generally not to exceed 35 years. We determine the fair value of other fixed assets, such as site improvements and furniture, fixtures and equipment, based upon the replacement cost and depreciate such value over the assets’ estimated remaining useful lives as determined at the applicable acquisition date. We determine the value of land either by considering the sales prices of similar properties in recent transactions or based on internal analysis of recently acquired and existing comparable properties within our portfolio. We generally determine the value of construction in progress based upon the replacement cost. However, for certain acquired properties that are part of a ground-up development, we determine fair value by using the same valuation approach as for all other properties and deducting the estimated cost to complete the development. During the remaining construction period, we capitalize project costs until the development has reached substantial completion. Construction in progress, including capitalized interest, is not depreciated until the development has reached substantial completion.
The fair value of acquired lease-related intangibles, if any, reflects: (i) the estimated value of any above and/or below market leases, determined by discounting the difference between the estimated market rent and in-place lease rent; and (ii) the estimated value of in-place leases related to the cost to obtain tenants, including leasing commissions, and an estimated value of the absorption period to reflect the value of the rent and recovery costs foregone during a reasonable lease-up period as if the acquired space was vacant. We amortize any acquired lease-related intangibles to revenue or amortization expense over the remaining life of the associated lease plus any assumed bargain renewal periods. If a lease is terminated prior to its stated expiration or not renewed upon expiration, we recognize all unamortized lease-related intangibles associated with that lease in operations at that time.
We estimate the fair value of purchase option intangible assets and liabilities by discounting the difference between the applicable property’s acquisition date fair value and an estimate of its future option price. We do not amortize the resulting intangible asset or liability over the term of the lease, but rather adjust the recognized value of the asset or liability upon sale.
We estimate the fair value of tenant or other customer relationships acquired, if any, by considering the nature and extent of existing business relationships with the tenant or customer, growth prospects for developing new business with the tenant or customer, the tenant’s credit quality, expectations of lease renewals with the tenant, and the potential for significant, additional future leasing arrangements with the tenant, and we amortize that value over the expected life of the associated arrangements or leases, including the remaining terms of the related leases and any expected renewal periods. We estimate the fair value of trade names and trademarks using a royalty rate methodology and amortize that value over the estimated useful life of the trade name or trademark.
In connection with a business combination, we may assume rights and obligations under certain lease agreements pursuant to which we become the lessee of a given property. We assume the lease classification previously determined by the prior lessee absent a modification in the assumed lease agreement. We assess assumed operating leases, including ground leases, to determine whether the lease terms are favorable or unfavorable to us given current market conditions on the acquisition date. To the extent the lease terms are favorable or unfavorable relative to market conditions on the acquisition date, we recognize an intangible asset or liability, as applicable, at fair value and amortize that asset or liability (excluding purchase option intangibles) to interest or rental expense in our Consolidated Statements of Income over the applicable lease term. We include all lease-related intangible assets and liabilities within acquired lease intangibles and accounts payable and other liabilities, respectively, on our Consolidated Balance Sheets.
We determine the fair value of loans receivable acquired in connection with a business combination by discounting the estimated future cash flows using current interest rates at which similar loans on the same terms with the same length to maturity would be made to borrowers with similar credit ratings. We do not establish a valuation allowance at the acquisition date because the estimated future cash flows already reflect our judgment regarding their uncertainty. We recognize the difference between the acquisition date fair value and the total expected cash flows as interest income using an effective interest method over the life of the applicable loan. Subsequent to the acquisition date, we evaluate changes regarding the uncertainty of future cash flows and the need for a valuation allowance, as appropriate.

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We estimate the fair value of noncontrolling interests assumed consistent with the manner in which we value all of the underlying assets and liabilities.
We calculate the fair value of long-term debt by discounting the remaining contractual cash flows on each instrument at the current market rate for those borrowings, which we approximate based on the rate at which we would expect to incur a replacement instrument on the date of acquisition, and recognize any fair value adjustments related to long-term debt as effective yield adjustments over the remaining term of the instrument.
Impairment of Long-Lived and Intangible Assets
We periodically evaluate our long-lived assets, primarily consisting of investments in real estate, for impairment indicators. If indicators of impairment are present, we evaluate the carrying value of the related real estate investments in relation to the future undiscounted cash flows of the underlying operations. In performing this evaluation, we consider market conditions and our current intentions with respect to holding or disposing of the asset. We adjust the net book value of leased properties and other long-lived assets to fair value if the sum of the expected future undiscounted cash flows, including sales proceeds, is less than book value. We recognize an impairment loss at the time we make any such determination.
If impairment indicators arise with respect to intangible assets with finite useful lives, we evaluate impairment by comparing the carrying amount of the asset to the estimated future undiscounted net cash flows expected to be generated by the asset. If estimated future undiscounted net cash flows are less than the carrying amount of the asset, then we estimate the fair value of the asset and compare the estimated fair value to the intangible asset’s carrying value. We recognize any shortfall from carrying value as an impairment loss in the current period.
We evaluate our investments in unconsolidated entities for impairment at least annually, and whenever events or changes in circumstances indicate that the carrying value of our investment may exceed its fair value. If we determine that a decline in the fair value of our investment in an unconsolidated entity is other-than-temporary, and if such reduced fair value is below the carrying value, we record an impairment.
We test goodwill for impairment at least annually, and more frequently if indicators arise. We first assess qualitative factors, such as current macroeconomic conditions, state of the equity and capital markets and our overall financial and operating performance, to determine the likelihood that the fair value of a reporting unit is less than its carrying amount. If we determine it is more likely than not that the fair value of a reporting unit is less than its carrying amount, we proceed with the two-step approach to evaluating impairment. First, we estimate the fair value of the reporting unit and compare it to the reporting unit’s carrying value. If the carrying value exceeds fair value, we proceed with the second step, which requires us to assign the fair value of the reporting unit to all of the assets and liabilities of the reporting unit as if it had been acquired in a business combination at the date of the impairment test. The excess fair value of the reporting unit over the amounts assigned to the assets and liabilities is the implied value of goodwill and is used to determine the amount of impairment. We recognize an impairment loss to the extent the carrying value of goodwill exceeds the implied value in the current period.
Estimates of fair value used in our evaluation of goodwill (if necessary based on our qualitative assessment), investments in real estate, investments in unconsolidated entities and intangible assets are based upon discounted future cash flow projections or other acceptable valuation techniques that are based, in turn, upon all available evidence including level three inputs, such as revenue and expense growth rates, estimates of future cash flows, capitalization rates, discount rates, general economic conditions and trends, or other available market data. Our ability to accurately predict future operating results and cash flows and to estimate and allocate fair values impacts the timing and recognition of impairments. While we believe our assumptions are reasonable, changes in these assumptions may have a material impact on our financial results.
Fair Value
Fair value is a market-based measurement, not an entity-specific measurement, and we determine fair value based on the assumptions that we expect market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, GAAP establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within levels one and two of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within level three of the hierarchy).
Level one inputs utilize unadjusted quoted prices for identical assets or liabilities in active markets that we have the ability to access. Level two inputs consist of inputs other than quoted prices included in level one that are directly or indirectly observable for the asset or liability. Level two inputs may include quoted prices for similar assets and liabilities in active markets and other inputs for the asset or liability that are observable at commonly quoted intervals, such as interest rates, foreign exchange rates and yield curves. Level three inputs are unobservable inputs for the asset or liability, which typically are based on our own assumptions, as there is little, if any, related market activity. If the determination of the fair value

52


measurement is based on inputs from different levels of the hierarchy, the level within which the entire fair value measurement falls is the lowest level input that is significant to the fair value measurement in its entirety. If the volume and level of market activity for an asset or liability has decreased significantly relative to the normal market activity for such asset or liability (or similar assets or liabilities), then transactions or quoted prices may not accurately reflect fair value. In addition, if there is evidence that a transaction for an asset or liability is not orderly, little, if any, weight is placed on that transaction price as an indicator of fair value. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.
Revenue Recognition
Triple-Net Leased Properties and Office Operations
Certain of our triple-net leases and most of our MOB and life science and innovation center (collectively, “office operations”) leases provide for periodic and determinable increases in base rent. We recognize base rental revenues under these leases on a straight-line basis over the applicable lease term when collectibility is reasonably assured. Recognizing rental income on a straight-line basis generally results in recognized revenues during the first half of a lease term exceeding the cash amounts contractually due from our tenants, creating a straight-line rent receivable that is included in other assets on our Consolidated Balance Sheets.
Certain of our leases provide for periodic increases in base rent only if certain revenue parameters or other substantive contingencies are met. We recognize the increased rental revenue under these leases as the related parameters or contingencies are met, rather than on a straight-line basis over the applicable lease term.
Senior Living Operations
We recognize resident fees and services, other than move-in fees, monthly as services are provided. We recognize move-in fees on a straight-line basis over the average resident stay. Our lease agreements with residents generally have terms of 12 to 18 months and are cancelable by the resident upon 30 days’ notice.
Other
We recognize interest income from loans and investments, including discounts and premiums, using the effective interest method when collectibility is reasonably assured. We apply the effective interest method on a loan-by-loan basis and recognize discounts and premiums as yield adjustments over the related loan term. We recognize interest income on an impaired loan to the extent our estimate of the fair value of the collateral is sufficient to support the balance of the loan, other receivables and all related accrued interest. When the balance of the loan, other receivables and all related accrued interest is equal to or less than our estimate of the fair value of the collateral, we recognize interest income on a cash basis. We provide a reserve against an impaired loan to the extent our total investment in the loan exceeds our estimate of the fair value of the loan collateral.
We recognize income from rent, lease termination fees, development services, management advisory services, and all other income when all of the following criteria are met in accordance with Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin 104: (i) the applicable agreement has been fully executed and delivered; (ii) services have been rendered; (iii) the amount is fixed or determinable; and (iv) collectibility is reasonably assured.
Allowances
We assess the collectibility of our rent receivables, including straight-line rent receivables. We base our assessment of the collectibility of rent receivables (other than straight-line rent receivables) on several factors, including, among other things, payment history, the financial strength of the tenant and any guarantors, the value of the underlying collateral, if any, and current economic conditions. If our evaluation of these factors indicates it is probable that we will be unable to recover the full value of the receivable, we provide a reserve against the portion of the receivable that we estimate may not be recovered. We also base our assessment of the collectibility of straight-line rent receivables on several factors, including, among other things, the financial strength of the tenant and any guarantors, the historical operations and operating trends of the property, the historical payment pattern of the tenant and the type of property. If our evaluation of these factors indicates it is probable that we will be unable to receive the rent payments due in the future, we provide a reserve against the recognized straight-line rent receivable asset for the portion, up to its full value, that we estimate may not be recovered. If we change our assumptions or estimates regarding the collectibility of future rent payments required by a lease, we may adjust our reserve to increase or reduce the rental revenue recognized in the period we make such change in our assumptions or estimates.

53


Federal Income Tax
We have elected to be treated as a REIT under the applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), for every year beginning with the year ended December 31, 1999. Accordingly, we generally are not subject to federal income tax on net income that we distribute to our stockholders, provided that we continue to qualify as a REIT. However, with respect to certain of our subsidiaries that have elected to be treated as “taxable REIT subsidiaries” (“TRSs”), we record income tax expense or benefit, as those entities are subject to federal income tax similar to regular corporations. Certain foreign subsidiaries are subject to foreign income tax, although they did not elect to be treated as TRSs.
We account for deferred income taxes using the asset and liability method and recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in our financial statements or tax returns. Under this method, we determine deferred tax assets and liabilities based on the differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Any increase or decrease in the deferred tax liability that results from a change in circumstances, and that causes us to change our judgment about expected future tax consequences of events, is included in the tax provision when such changes occur. Deferred income taxes also reflect the impact of operating loss and tax credit carryforwards. A valuation allowance is provided if we believe it is more likely than not that all or some portion of the deferred tax asset will not be realized. Any increase or decrease in the valuation allowance that results from a change in circumstances, and that causes us to change our judgment about the realizability of the related deferred tax asset, is included in the tax provision when such changes occur.
We recognize the tax benefit from an uncertain tax position claimed or expected to be claimed on a tax return only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. Management considers the existing tax law and interpretations, court rulings and specific circumstances surrounding the tax position in order to make this determination. We recognize interest and penalties, if applicable, related to uncertain tax positions as part of income tax benefit (expense).
Recently Issued or Adopted Accounting Standards
On January 1, 2016, we adopted ASU 2015-16, Simplifying the Accounting for Measurement-Period Adjustments (“ASU 2015-16”) to simplify the accounting for business combinations, specifically as it relates to measurement-period adjustments. Acquiring entities in a business combination must recognize measurement-period adjustments in the reporting period in which the adjustment amounts are determined. Also, ASU 2015-16 requires entities to present separately on the face of the income statement (or disclose in the notes to the financial statements) the portion of the amount recorded in the current period earnings, by line item, that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. Adoption of this ASU did not have a significant impact on our consolidated financial statements.
On January 1, 2017 we adopted ASU 2017-01, Clarifying the Definition of a Business (“ASU 2017-01”) which narrows the FASB’s definition of a business and provides a framework that gives entities a basis for making reasonable judgments about whether a transaction involves an asset or a business. ASU 2017-01 states that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or group of similar identifiable assets, the set is not a business. If this initial test is not met, a set cannot be considered a business unless it includes an acquired input and a substantive process that together significantly contribute to the ability to create outputs. This ASU is to be applied prospectively and we expect that certain of our future real estate acquisitions will be accounted for as asset acquisitions in accordance with ASC 805, which provides for the capitalization of transaction costs and no recognition of goodwill.
On January 1, 2017 we adopted ASU 2016-09, Compensation - Stock Compensation (“ASU 2016-09”) which simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for forfeitures and statutory tax withholding requirements, as well as classification in the statement of cash flows. Adoption of this ASU is not expected to have a significant impact on our consolidated financial statements.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”), which introduces a lessee model that brings most leases on the balance sheet and amongst other changes, eliminates the requirement in current GAAP for an entity to use bright-line tests in determining lease classification. The amendments in ASU 2016-02 do not significantly change the current lessor accounting model. ASU 2016-02 is not effective for the Company until January 1, 2019 with early adoption permitted. We have begun our process for implementing this guidance, including developing an inventory of all leases as well as identifying any non-lease components in our lease arrangements. We are continuing to evaluate this guidance and the impact to us, as both lessor and lessee, on our consolidated financial statements.

54


In 2014, the FASB issued ASU 2014-09, Revenue From Contracts With Customers (“ASU 2014-09”), which outlines a comprehensive model for entities to use in accounting for revenue arising from contracts with customers. ASU 2014-09 states that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” While ASU 2014-09 specifically references contracts with customers, it may apply to certain other transactions such as the sale of real estate or equipment. In 2015, the FASB provided for a one-year deferral of the effective date for ASU 2014-09, which is now effective for us beginning January 1, 2018. We have begun our process for implementing this guidance, including performing a preliminary review of all revenue streams to identify any differences in the timing, measurement of presentation of revenue recognition. We are continuing to evaluate ASU 2014-09 (and related clarifying guidance issued by the FASB) and the allowable methods of adoption; however, we do not expect its adoption to have a significant impact on our consolidated financial statements, as a substantial portion of our revenue consists of rental income from leasing arrangements, which is specifically excluded from ASU 2014-09.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) which provides for an impairment model that is based on expected losses rather than incurred losses. Under ASU 2016-13, an entity recognizes as an allowance its estimate of expected credit losses. ASU 2016-13 is effective for the Company beginning January 1, 2020 and we do not expect its adoption will have a significant effect on our consolidated financial statements.


Results of Operations
As of December 31, 2016, we operated through three reportable business segments: triple-net leased properties, senior living operations and office operations. In our triple-net leased properties segment, we acquire and own seniors housing and healthcare properties throughout the United States and the United Kingdom and lease those properties to healthcare operating companies under “triple-net” or “absolute-net” leases that obligate the tenants to pay all property-related expenses. In our senior living operations segment, we invest in seniors housing communities throughout the United States and Canada and engage independent operators, such as Atria and Sunrise, to manage those communities. In our office operations segment, we primarily acquire, own, develop, lease, and manage MOBs and life science innovation centers throughout the United States. Information provided for “all other” includes income from loans and investments and other miscellaneous income and various corporate-level expenses not directly attributable to any of our three reportable business segments. Assets included in “all other” consist primarily of corporate assets, including cash, restricted cash, loans receivable and investments, and miscellaneous accounts receivable. We evaluate performance of the combined properties in each reportable business segment based on segment NOI and related measures. For further information regarding our business segments and a discussion of our definition of segment NOI, see “NOTE 19—SEGMENT INFORMATION” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.
The historical results of operations of the CCP properties are presented as discontinued operations in the accompanying results of operations. Throughout this discussion, “continuing operations” does not include properties disposed of as part of the CCP Spin-Off.

55


Years Ended December 31, 2016 and 2015
The table below shows our results of operations for the years ended December 31, 2016 and 2015 and the effect of changes in those results from period to period on our net income attributable to common stockholders.
 
For the Year Ended
December 31,
 
Increase (Decrease) to Net Income
 
2016
 
2015
 
$
 
%
 
(Dollars in thousands)
Segment NOI:
 
 
 
 
 
 
 
Triple-Net Leased Properties
$
850,755

 
$
784,234

 
$
66,521

 
8.5
 %
Senior Living Operations
604,328

 
601,840

 
2,488

 
0.4

Office Operations
444,276

 
399,891

 
44,385

 
11.1

All Other
101,214

 
89,176

 
12,038

 
13.5

Total segment NOI
2,000,573

 
1,875,141

 
125,432

 
6.7

Interest and other income
876

 
1,052

 
(176
)
 
(16.7
)
Interest expense
(419,740
)
 
(367,114
)
 
(52,626
)
 
(14.3
)
Depreciation and amortization
(898,924
)
 
(894,057
)
 
(4,867
)
 
(0.5
)
General, administrative and professional fees
(126,875
)
 
(128,035
)
 
1,160

 
0.9

Loss on extinguishment of debt, net
(2,779
)
 
(14,411
)
 
11,632

 
80.7

Merger-related expenses and deal costs
(24,635
)
 
(102,944
)
 
78,309

 
76.1

Other
(9,988
)
 
(17,957
)
 
7,969

 
44.4

Income before unconsolidated entities, income taxes, discontinued operations, real estate dispositions and noncontrolling interest
518,508

 
351,675

 
166,833

 
47.4

Income (loss) from unconsolidated entities
4,358

 
(1,420
)
 
5,778

 
nm

Income tax benefit
31,343

 
39,284

 
(7,941
)
 
(20.2
)
Income from continuing operations
554,209

 
389,539

 
164,670

 
42.3

Discontinued operations
(922
)
 
11,103

 
(12,025
)
 
nm

Gain on real estate dispositions
98,203

 
18,580

 
79,623

 
nm

Net income
651,490

 
419,222

 
232,268

 
55.4

Net income attributable to noncontrolling interest
2,259

 
1,379

 
(880
)
 
(63.8
)
Net income attributable to common stockholders
$
649,231

 
$
417,843

 
231,388

 
55.4


nm—not meaningful 
Segment NOI—Triple-Net Leased Properties
NOI for our triple-net leased properties reportable business segment equals the rental income and other services revenue earned from our triple-net assets. We incur no direct operating expenses for this segment.
The following table summarizes results of operations in our triple-net leased properties reportable business segment, including assets sold or classified as held for sale as of December 31, 2016, but excluding assets whose operations were classified as discontinued operations:
 
For the Year Ended
December 31,
 
Increase (Decrease) to Segment NOI
 
2016
 
2015
 
$
 
%
 
(Dollars in thousands)
Segment NOI—Triple-Net Leased Properties:
 
 
 
 
 
 
 
Rental income
$
845,834

 
$
779,801

 
$
66,033

 
8.5
%
Other services revenue
4,921

 
4,433

 
488

 
11.0

Segment NOI
$
850,755

 
$
784,234

 
66,521

 
8.5


56


Triple-net leased properties segment NOI increased in 2016 over the prior year primarily due to rent from the properties we acquired and developed during 2016 and 2015, contractual escalations in rent pursuant to the terms of our leases, and increases in base and other rent under certain of our leases, partially offset by 2015 lease termination fees.
In our triple-net leased properties segment, our revenues generally consist of fixed rental amounts (subject to annual contractual escalations) received from our tenants in accordance with the applicable lease terms. However, occupancy rates may affect the profitability of our tenants’ operations. The following table sets forth average continuing occupancy rates related to the triple-net leased properties we owned at December 31, 2016 for the trailing 12 months ended September 30, 2016 (which is the most recent information available to us from our tenants) and average continuing occupancy rates related to the triple-net leased properties we owned at December 31, 2015 for the trailing 12 months ended September 30, 2015.
 
Number of Properties at December 31, 2016 (1)
 
Average Occupancy
for the Trailing 12 Months
Ended September 30,
2016 (1)
 
 
Number of Properties at December 31, 2015 (1)
 
Average Occupancy
for the Trailing 12 Months
Ended September 30,
2015 (1)
Seniors Housing Communities
431

 
88.2
%
 
 
453

 
88.2
%
Skilled Nursing Facilities
53

 
79.9

 
 
53

 
81.4

Specialty Hospitals
38

 
59.1

 
 
46

 
57.8

(1) 
Excludes properties included in discontinued operations during 2015 and properties classified as held for sale as of December 31, 2016, non-stabilized properties, properties owned through investments in unconsolidated entities and certain properties for which we do not receive occupancy information. Also excludes properties acquired during the years ended December 31, 2016 and 2015, respectively, including properties acquired as part of the 2015 AHS acquisition, and properties that transitioned operators for which we do not have eight full quarters of results subsequent to the transition.
The following table compares results of operations for our 511 same-store triple-net leased properties, unadjusted for foreign currency movements between comparison periods. With regard to our triple-net leased properties segment, “same-store” refers to properties that we owned for the full period in both comparison periods, excluding assets sold or classified as held for sale as of December 31, 2016 and assets whose operations were classified as discontinued operations.
 
For the Year Ended
December 31,
 
Increase (Decrease) to Segment NOI
 
2016
 
2015
 
$
 
%
 
(Dollars in thousands)
Same-Store Segment NOI—Triple-Net Leased Properties:
 
 
 
 
 
 
 
Rental income
$
695,124

 
$
673,706

 
$
21,418

 
3.2
%
Other services revenue
4,921

 
4,433

 
488

 
11.0

Segment NOI
$
700,045

 
$
678,139

 
21,906

 
3.2

Segment NOI—Senior Living Operations
The following table summarizes results of operations in our senior living operations reportable business segment, including assets sold or classified as held for sale as of December 31, 2016, but excluding assets whose operations were classified as discontinued operations:
 
For the Year Ended
December 31,
 
Increase (Decrease) to Segment NOI
 
2016
 
2015
 
$
 
%
 
(Dollars in thousands)
Segment NOI—Senior Living Operations:
 
 
 
 
 
 
 
Total revenues
$
1,847,306

 
$
1,811,255

 
$
36,051

 
2.0
 %
Less:
 
 
 
 
 
 
 
Property-level operating expenses
(1,242,978
)
 
(1,209,415
)
 
(33,563
)
 
(2.8
)
Segment NOI
$
604,328

 
$
601,840

 
2,488

 
0.4


57


 
Number of
Properties at
December 31,
 
Average Unit
Occupancy
for the Year Ended
December 31,
 
Average Monthly Revenue Per Occupied Room for
the Year Ended
December 31,
 
2016
 
2015
 
2016
 
2015
 
2016
 
2015
Total communities
298

 
305

 
90.3
%
 
91.2
%
 
$
5,474

 
$
5,255

Revenues attributed to our senior living operations segment consist of resident fees and services, which include all amounts earned from residents at our seniors housing communities, such as rental fees related to resident leases, extended health care fees and other ancillary service income. Our senior living operations segment revenues increased in 2016 over the prior year primarily due to seniors housing communities we acquired during 2015 and an increase in average monthly revenue per occupied room, partially offset by decreased occupancy at our seniors housing communities.
Property-level operating expenses related to our senior living operations segment include labor, food, utilities, marketing, management and other costs of operating the properties. Property-level operating expenses also increased year over year primarily due to the acquired properties described above and increases in salaries, bonus, benefits, insurance, real estate tax expenses and other operating expenses.
The following table compares results of operations for our 262 same-store senior living operating communities, unadjusted for foreign currency movements between periods. With regard to our senior living operations segment, “same-store” refers to properties that we owned and were operational for the full period in both comparison periods, excluding properties that transitioned operators since the start of the prior comparison period, assets sold or classified as held for sale as of December 31, 2016 and assets whose operations were classified as discontinued operations.
 
For the Year Ended
December 31,
 
Increase (Decrease) to Segment NOI
 
2016
 
2015
 
$
 
%
 
(Dollars in thousands)
Same-Store Segment NOI—Senior Living Operations:
 
 
 
 
 
 
 
Total revenues
$
1,667,279

 
$
1,617,757

 
$
49,522

 
3.1
 %
Less:
 
 
 
 
 
 
 
Property-level operating expenses
(1,116,109
)
 
(1,077,510
)
 
(38,599
)
 
(3.6
)
Segment NOI
$
551,170

 
$
540,247

 
10,923

 
2.0

 
Number of
Properties at
December 31,
 
Average Unit
Occupancy
for the Year Ended
December 31,
 
Average Monthly Revenue Per Occupied Room for
the Year Ended
December 31,
 
2016
 
2015
 
2016
 
2015
 
2016
 
2015
Same-store communities
262

 
262

 
90.4
 
91.1
 
5,578

 
5,379


58


Segment NOI—Office Operations
The following table summarizes results of operations in our office operations reportable business segment, including assets sold or classified as held for sale as of December 31, 2016, but excluding assets whose operations were classified as discontinued operations:
 
For the Year Ended
December 31,
 
Increase (Decrease) to Segment NOI
 
2016
 
2015
 
$
 
%
 
(Dollars in thousands)
Segment NOI—Office Operations:
 
 
 
 
 
 
 
Rental income
$
630,342

 
$
566,245

 
$
64,097

 
11.3
 %
Office building services revenue
13,029

 
34,436

 
(21,407
)
 
(62.2
)
Total revenues
643,371

 
600,681

 
42,690

 
7.1

Less:
 
 
 
 
 
 
 
Property-level operating expenses
(191,784
)
 
(174,225
)
 
(17,559
)
 
(10.1
)
Office building services costs
(7,311
)
 
(26,565
)
 
19,254

 
72.5

Segment NOI
$
444,276

 
$
399,891

 
44,385

 
11.1

 
Number of
Properties at
December 31,
 
Occupancy at
December 31,
 
Annualized Average Rent Per Occupied Square Foot for the Year Ended Ended December 31,
 
2016
 
2015
 
2016
 
2015
 
2016
 
2015
Total office buildings
388

 
369

 
91.7
%
 
91.7
%
 
$
31

 
$
29

The increase in our office operations segment rental income in 2016 over the prior year is attributed primarily to the MOBs we acquired during 2016 and 2015 and the Life Sciences Acquisition, as well as in place lease escalations. The increase in our office building property-level operating expenses is due primarily to those acquired MOBs and life science and innovation centers and increases in real estate taxes and other operating expenses.
Office building services revenue and costs both decreased in 2016 over the prior year primarily due to decreased construction activity during 2016 compared to 2015.     
The following table compares results of continuing operations for our 272 same-store office buildings. With regard to our office operations segment, “same-store” refers to properties that we owned for the full period in both comparison periods, excluding assets sold or classified as held for sale as of December 31, 2016 and assets whose operations were classified as discontinued operations.
 
For the Year Ended
December 31,
 
Increase (Decrease) to Segment NOI
 
2016
 
2015
 
$
 
%
 
(Dollars in thousands)
Same-Store Segment NOI—Office Operations:
 
 
 
 
 
 
 
Rental income
$
432,657

 
$
434,022

 
$
(1,365
)
 
(0.3
)%
Less:
 
 
 
 
 
 
 
Property-level operating expenses
(142,826
)
 
(144,218
)
 
1,392

 
1.0

Segment NOI
$
289,831

 
$
289,804

 
27

 
0.0

 
Number of
Properties at
December 31,
 
Occupancy at
December 31,
 
Annualized Average Rent Per Occupied Square Foot for the Year Ended December 31,
 
2016
 
2015
 
2016
 
2015
 
2016
 
2015
Same-store office buildings
272

 
272

 
90.6
 
91.2
 
31
 
31

59


Segment NOI—All Other
All other NOI consists solely of income from loans and investments. Income from loans and investments increased in 2016 over the prior year due primarily to a February 2016 $140.0 million secured mezzanine loan investment that has an annual interest rate of 9.95%, partially offset by decreased interest income due to loans repaid during 2016.
Interest Expense
The $7.8 million decrease in total interest expense, including interest allocated to discontinued operations of $60.4 million for the year ended December 31, 2015, is attributed primarily to a $11.5 million reduction in interest due to lower debt balances, partially offset by a $3.7 million increase due to higher effective interest rates, including the amortization of any fair value adjustments. Our effective interest rate was 3.63% for 2016, compared to 3.60% for 2015.
Loss on Extinguishment of Debt, Net
The loss on extinguishment of debt, net in 2016 and 2015 resulted primarily from various debt repayments we made to improve our credit profile. The 2016 activity related to the redemption and repayment of the $550.0 million aggregate principal amount then outstanding of our 1.55% senior notes due 2016 and term loan repayments. The 2015 repayments were made primarily with proceeds from the distribution paid to us at the time of the CCP Spin-Off.
Merger-Related Expenses and Deal Costs
Merger-related expenses and deal costs in both years consist of transition, integration, deal and severance-related expenses primarily related to pending and consummated transactions required by GAAP to be expensed rather than capitalized into the asset value. The $78.3 million decrease in merger-related expenses and deal costs in 2016 over the prior year is primarily due to the January 2015 HCT acquisition and the August 2015 acquisition of Ardent Health Services, Inc., partially offset by costs incurred relating to the September 2016 Life Sciences Acquisition.
Income Tax Benefit
Income tax benefit for 2016 was due primarily to losses of certain taxable REIT subsidiaries (“TRS entities”), the reversal of a net deferred tax liability at one TRS and the release of a tax reserve. Income tax benefit for 2015 was due primarily to the income tax benefit of ordinary losses of certain TRS entities. The TRS losses were mainly attributable to the depreciation and amortization of fixed and intangible assets recorded as deferred tax liabilities in purchase accounting.
Discontinued Operations
Discontinued operations for 2016 reflects $0.9 million of separation costs relating to the CCP Spin-Off. Discontinued operations for 2015 are primarily the result of $46.4 million of transaction and separation costs associated with the CCP Spin-Off and net income for the CCP operations from January 1, 2015 through August 17, 2015, the date of the CCP Spin-Off.
Gain on Real Estate Dispositions
The $79.6 million increase in gain on real estate dispositions in 2016 over the same period in 2015 primarily relates to the 2016 sale of one triple-net leased property.
    

60


Years Ended December 31, 2015 and 2014
The table below shows our results of operations for the years ended December 31, 2015 and 2014 and the effect of changes in those results from period to period on our net income attributable to common stockholders.
 
For the Year Ended
December 31,
 
Increase (Decrease) to Net Income
 
2015
 
2014
 
$
 
%
 
(Dollars in thousands)
Segment NOI:
 
 
 
 
 
 
 
Triple-Net Leased Properties
$
784,234

 
$
679,112

 
$
105,122

 
15.5
 %
Senior Living Operations
601,840

 
516,395

 
85,445

 
16.5

Office Operations
399,891

 
310,515

 
89,376

 
28.8

All Other
89,176

 
54,048

 
35,128

 
65.0

Total segment NOI
1,875,141

 
1,560,070

 
315,071

 
20.2

Interest and other income
1,052

 
4,263

 
(3,211
)
 
(75.3
)
Interest expense
(367,114
)
 
(292,065
)
 
(75,049
)
 
(25.7
)
Depreciation and amortization
(894,057
)
 
(725,216
)
 
(168,841
)
 
(23.3
)
General, administrative and professional fees
(128,035
)
 
(121,738
)
 
(6,297
)
 
(5.2
)
Loss on extinguishment of debt, net
(14,411
)
 
(5,564
)
 
(8,847
)
 
nm

Merger-related expenses and deal costs
(102,944
)
 
(43,304
)
 
(59,640
)
 
nm

Other
(17,957
)
 
(25,743
)
 
7,786

 
30.2

Income before unconsolidated entities, income taxes, discontinued operations, real estate dispositions and noncontrolling interest
351,675

 
350,703

 
972

 
0.3

Loss from unconsolidated entities
(1,420
)
 
(139
)
 
(1,281
)
 
nm

Income tax benefit
39,284

 
8,732

 
30,552

 
nm

Income from continuing operations
389,539

 
359,296

 
30,243

 
8.4

Discontinued operations
11,103

 
99,735

 
(88,632
)
 
(88.9
)
Gain on real estate dispositions
18,580

 
17,970

 
610

 
3.4

Net income
419,222

 
477,001

 
(57,779
)
 
(12.1
)
Net income attributable to noncontrolling interest
1,379

 
1,234

 
(145
)
 
(11.8
)
Net income attributable to common stockholders
$
417,843

 
$
475,767

 
(57,924
)
 
(12.2
)

nm—not meaningful 
Segment NOI—Triple-Net Leased Properties
The following table summarizes results of operations in our triple-net leased properties reportable business segment, including assets sold or classified as held for sale as of December 31, 2015, but excluding assets whose operations were classified as discontinued operations:
 
For the Year Ended
December 31,
 
Increase to Segment NOI
 
2015
 
2014
 
$
 
%
 
(Dollars in thousands)
Segment NOI—Triple-Net Leased Properties:
 
 
 
 
 
 
 
Rental income
$
779,801

 
$
674,547

 
$
105,254

 
15.6
 %
Other services revenue
4,433

 
4,565

 
(132
)
 
(2.9
)
Segment NOI
$
784,234

 
$
679,112

 
105,122

 
15.5

Triple-net leased properties segment NOI increased in 2015 over the prior year primarily due to rent from the properties we acquired during 2015 and 2014, contractual escalations in rent pursuant to the terms of our leases, and increases in base and other rent under certain of our leases.

61


The following table compares results of operations for our 481 same-store triple-net leased properties, unadjusted for foreign currency movements between comparison periods. With regard to our triple-net leased properties segment, “same-store” refers to properties that we owned for the full period in both comparison periods, excluding assets sold or classified as held for sale as of December 31, 2015 and assets whose operations were classified as discontinued operations.
 
For the Year Ended
December 31,
 
Increase (Decrease) to Segment NOI
 
2015
 
2014
 
$
 
%
 
(Dollars in thousands)
Same-Store Segment NOI—Triple-Net Leased Properties:
 
 
 
 
 
 
 
Rental income
$
625,711

 
$
598,858

 
$
26,853

 
4.5
 %
Other services revenue
4,433

 
4,565

 
(132
)
 
(2.9
)
Segment NOI
$
630,144

 
$
603,423

 
26,721

 
4.4

Segment NOI—Senior Living Operations
The following table summarizes results of operations in our senior living operations reportable business segment, including assets sold or classified as held for sale as of December 31, 2015, but excluding assets whose operations were classified as discontinued operations:
 
For the Year Ended
December 31,
 
Increase (Decrease) to Segment NOI
 
2015
 
2014
 
$
 
%
 
(Dollars in thousands)
Segment NOI—Senior Living Operations:
 
 
 
 
 
 
 
Total revenues
$
1,811,255

 
$
1,552,951

 
$
258,304

 
16.6
 %
Less:
 
 
 
 
 
 
 
Property-level operating expenses
(1,209,415
)
 
(1,036,556
)
 
(172,859
)
 
(16.7
)
Segment NOI
$
601,840

 
$
516,395

 
85,445

 
16.5

 
Number of
Properties at
December 31,
 
Average Unit
Occupancy for
the Year
Ended
December 31,
 
Average
Monthly Revenue Per Occupied Room for
the Year
Ended
December 31,
 
2015
 
2014
 
2015
 
2014
 
2015
 
2014
Total communities
305

 
270

 
91.2
%
 
91.1
%
 
$
5,255

 
$
5,407

Our senior living operations segment revenues increased in 2015 over the prior year primarily due to seniors housing communities we acquired during 2015 and 2014, including the 2015 HCT acquisition and the 2014 acquisition of 29 seniors housing communities located in Canada from Holiday Retirement (the “Holiday Canada Acquisition”).
Property-level operating expenses also increased year over year primarily due to the acquired properties described above, increases in salaries, repairs and maintenance costs, real estate taxes and higher management fees primarily due to increased revenues, partially offset by decreased incentive fees payable to our operators and property insurance costs.
    

62


The following table compares results of operations for our 229 same-store senior living operating communities, unadjusted for foreign currency movements between periods. With regard to our senior living operations segment, “same-store” refers to properties that we owned and were operational for the full period in both comparison periods, excluding properties that transitioned operators since the start of the prior comparison period, assets sold or classified as held for sale as of December 31, 2015 and assets whose operations were classified as discontinued operations.
 
For the Year Ended
December 31,
 
Increase (Decrease) to Segment NOI
 
2015
 
2014
 
$
 
%
 
(Dollars in thousands)
Same-Store Segment NOI—Senior Living Operations:
 
 
 
 
 
 
 
Total revenues
$
1,486,751

 
$
1,449,603

 
$
37,148

 
2.6
 %
Less:
 
 
 
 
 
 
 
Property-level operating expenses
(1,004,126
)
 
(973,401
)
 
(30,725
)
 
(3.2
)
Segment NOI
$
482,625

 
$
476,202

 
6,423

 
1.3

 
Number of
Properties at
December 31,
 
Average Unit
Occupancy for
the Year
Ended
December 31,
 
Average
Monthly Revenue Per Occupied Room for
the Year
Ended
December 31,
 
2015
 
2014
 
2015
 
2014
 
2015
 
2014
Same-store communities
229

 
229

 
91.0
 
91.0
 
5,800
 
5,660
Segment NOI—Office Operations
The following table summarizes results of operations in our office operations reportable business segment, including assets sold or classified as held for sale as of December 31, 2015, but excluding assets whose operations were classified as discontinued operations:
 
For the Year Ended
December 31,
 
Increase (Decrease) to Segment NOI
 
2015
 
2014
 
$
 
%
 
(Dollars in thousands)
Segment NOI—Office Operations:
 
 
 
 
 
 
 
Rental income
$
566,245

 
$
463,910

 
$
102,335

 
22.1
 %
Office building services revenue
34,436

 
22,529

 
11,907

 
52.9

Total revenues
600,681

 
486,439

 
114,242

 
23.5

Less:
 
 
 
 
 
 
 
Property-level operating expenses
(174,225
)
 
(158,832
)
 
(15,393
)
 
(9.7
)
Office building services costs
(26,565
)
 
(17,092
)
 
(9,473
)
 
(55.4
)
Segment NOI
$
399,891

 
$
310,515

 
89,376

 
28.8

 
Number of
Properties at
December 31,
 
Occupancy at
December 31,
 
Annualized Average Rent Per Occupied Square Foot for the Year Ended December 31,
 
2015
 
2014
 
2015
 
2014
 
2015
 
2014
Total office buildings
369

 
311

 
91.4
%
 
91.7
%
 
$
29

 
$
30

The increase in our office operations segment rental income in 2015 over the prior year is attributed primarily to the MOBs we acquired during 2015 and 2014 as well as same-store revenue growth and an increase in lease termination fees. The increase in our office building property-level operating expenses is due primarily to those acquired MOBs and increases in cleaning, administrative wages and real estate tax expenses, partially offset by decreases in operating costs resulting from expense controls.

63


Office building services revenue and costs both increased in 2015 over the prior year primarily due to increased construction activity during 2015 compared to 2014. Management fee revenue also increased due to insourcing completed during 2014 and 2015.
The following table compares results of operations for our 270 same-store office buildings. With regard to our office operations segment, “same-store” refers to properties that we owned for the full period in both comparison periods, excluding assets sold or classified as held for sale as of December 31, 2015 and assets whose operations were classified as discontinued operations.
 
For the Year Ended
December 31,
 
Increase (Decrease)
to Segment NOI
 
2015
 
2014
 
$
 
%
 
(Dollars in thousands)
Same-Store Segment NOI—Office Operations:
 
 
 
 
 
 
 
Rental income
$
432,652

 
$
429,670

 
$
2,982

 
0.7
 %
Less:
 
 
 
 
 
 
 
Property-level operating expenses
(144,149
)
 
(143,763
)
 
(386
)
 
(0.3
)
Segment NOI
$
288,503

 
$
285,907

 
2,596

 
0.9

    
 
Number of
Properties at
December 31,
 
Occupancy at
December 31,
 
Annualized Average Rent Per Occupied Square Foot for the Year Ended December 31,
 
2015
 
2014
 
2015
 
2014
 
2015
 
2014
Same-store office buildings
270

 
270

 
91.2
 
91.5
 
31
 
31
Segment NOI—All Other
All other NOI consists solely of income from loans and investments. Income from loans and investments increased in 2015 over the prior year due primarily to higher investment balances and prepayment income during 2015, partially offset by lower weighted average interest rates on loan balances in 2015 compared to 2014.
Interest Expense
The $49.0 million increase in total interest expense, including interest allocated to discontinued operations of $60.4 million and $86.5 million for the years ended December 31, 2015 and 2014, respectively, is attributed primarily to $53.6 million of additional interest due to higher debt balances, partially offset by a $6.5 million reduction in interest due to lower effective interest rates, including the amortization of any fair value adjustments. Our effective interest rate was 3.6% for 2015, compared to 3.7% for 2014.
Depreciation and Amortization
Depreciation and amortization expense increased $168.8 million in 2015 primarily due to real estate acquisitions we made in 2014 and 2015.
General, Administrative and Professional Fees
General, administrative and professional fees increased $6.3 million in 2015 primarily due to our increased employee head count as a result of organizational growth, partially offset by savings related to the CCP Spin-Off.
Loss on Extinguishment of Debt, Net
The loss on extinguishment of debt, net in 2015 and 2014 resulted primarily from various debt repayments we made to improve our credit profile. The 2015 repayments were made primarily with proceeds from the distribution paid to us at the time of the CCP Spin-Off.
Merger-Related Expenses and Deal Costs
Merger-related expenses and deal costs in both years consist of transition, integration, deal and severance-related expenses primarily related to pending and consummated transactions required by GAAP to be expensed rather than capitalized

64


into the asset value. The $59.6 million increase in merger-related expenses and deal costs in 2015 over the prior year is primarily due to increased 2015 investment activity and costs related to the CCP Spin-Off.
Income Tax Benefit
Income tax benefit for 2015 was due primarily to the income tax benefit of ordinary losses of certain TRS entities. The TRS losses were mainly attributable to the depreciation and amortization of fixed and intangible assets recorded as deferred tax liabilities in purchase accounting. Income tax benefit for 2014 was due primarily to the income tax benefit of ordinary losses and the reversal of a net deferred tax liability at one TRS.
Discontinued Operations
Discontinued operations primarily relates to the operations of assets and liabilities disposed of as part of the CCP Spin-Off. The decrease in income from discontinued operations for 2015 compared to 2014 is primarily the result of $46.4 million of transaction and separation costs associated with the spin-off. Also, 2014 includes a full year of net income for the CCP operations, whereas 2015 only includes net income through August 17, 2015, the date of the CCP Spin-Off.

    
Non-GAAP Financial Measures
We consider certain non-GAAP financial measures to be useful supplemental measures of our operating performance. A non-GAAP financial measure is a measure of historical or future financial performance, financial position or cash flows that excludes or includes amounts that are not so excluded from or included in the most directly comparable measure calculated and presented in accordance with GAAP. Described below are the non-GAAP financial measures used by management to evaluate our operating performance and that we consider most useful to investors, together with reconciliations of these measures to the most directly comparable GAAP measures.
The non-GAAP financial measures we present in this Annual Report on Form 10-K may not be comparable to those presented by other real estate companies due to the fact that not all real estate companies use the same definitions. You should not consider these measures as alternatives to net income or income from continuing operations (both determined in accordance with GAAP) as indicators of our financial performance or as alternatives to cash flow from operating activities (determined in accordance with GAAP) as measures of our liquidity, nor are these measures necessarily indicative of sufficient cash flow to fund all of our needs. In order to facilitate a clear understanding of our consolidated historical operating results, you should examine these measures in conjunction with net income and income from continuing operations as presented in our Consolidated Financial Statements and other financial data included elsewhere in this Annual Report on Form 10-K.
Funds From Operations and Normalized Funds From Operations
Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. However, since real estate values historically have risen or fallen with market conditions, many industry investors deem presentations of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. For that reason, we consider Funds From Operations (“FFO”) and normalized FFO to be appropriate supplemental measures of operating performance of an equity REIT. In particular, we believe that normalized FFO is useful because it allows investors, analysts and our management to compare our operating performance to the operating performance of other real estate companies and between periods on a consistent basis without having to account for differences caused by non-recurring items and other non-operational events such as transactions and litigation. In some cases, we provide information about identified non-cash components of FFO and normalized FFO because it allows investors, analysts and our management to assess the impact of those items on our financial results.
We use the National Association of Real Estate Investment Trusts (“NAREIT”) definition of FFO. NAREIT defines FFO as net income attributable to common stockholders (computed in accordance with GAAP), excluding gains or losses from sales of real estate property, including gains or losses on re-measurement of equity method investments, and impairment write-downs of depreciable real estate, plus real estate depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures will be calculated to reflect FFO on the same basis. We define normalized FFO as FFO excluding the following income and expense items (which may be recurring in nature): (a) merger-related costs and expenses, including amortization of intangibles, transition and integration expenses, and deal costs and expenses, including expenses and recoveries relating to acquisition lawsuits; (b) the impact of any expenses related to asset impairment and valuation allowances, the write-off of unamortized deferred financing fees, or additional costs, expenses, discounts, make-whole payments, penalties or premiums incurred as a result of early retirement or payment of our debt; (c) the non-cash effect of income tax benefits or expenses, the non-cash impact of changes to our executive equity compensation plan and derivative transactions that have non-cash mark-to-market impacts on our

65


Consolidated Statements of Income; (d) the financial impact of contingent consideration, severance-related costs and charitable donations made to the Ventas Charitable Foundation; (e) gains and losses for non-operational foreign currency hedge agreements and changes in the fair value of financial instruments; (f) gains and losses on non-real estate dispositions and other unusual items related to unconsolidated entities; and (g) expenses related to the re-audit and re-review in 2014 of our historical financial statements and related matters. We believe that income from continuing operations is the most comparable GAAP measure because it provides insight into our continuing operations.    
The following table summarizes our FFO and normalized FFO for each of the five years ended December 31, 2016. Our normalized FFO for the year ended December 31, 2016 decreased over the prior year due primarily to results in 2015 from the properties that were disposed of as part of the CCP Spin-Off, partially offset by 2015 and 2016 acquisitions, net of related capital costs, and an increase in income from loans and investments due to gains recognized on repayments we received during 2016 and a February 2016 $140.0 million secured mezzanine loan investment that has an annual interest rate of 9.95%.
 
For the Year Ended December 31,
 
2016
 
2015
 
2014
 
2013
 
2012
 
(In thousands)
Income from continuing operations
$
554,209

 
$
389,539

 
$
359,296

 
$
375,498

 
$
200,815

Discontinued operations
(922
)
 
11,103

 
99,735

 
79,171

 
160,641

Gain on real estate dispositions
98,203

 
18,580

 
17,970

 

 

Net income
651,490

 
419,222

 
477,001

 
454,669

 
361,456

Net income attributable to noncontrolling interest
2,259

 
1,379

 
1,234

 
1,160

 
(1,344
)
Net income attributable to common stockholders
$
649,231

 
$
417,843

 
$
475,767

 
$
453,509

 
$
362,800

Adjustments:
 
 
 
 
 
 
 
 
 
Real estate depreciation and amortization
891,985

 
887,126

 
718,649

 
624,245

 
616,095

Real estate depreciation related to noncontrolling interest
(7,785
)
 
(7,906
)
 
(10,314
)
 
(10,512
)
 
(8,503
)
Real estate depreciation related to unconsolidated entities
5,754

 
7,353

 
5,792

 
6,543

 
7,516

(Gain) loss on real estate dispositions related to unconsolidated entities
(439
)
 
19

 

 

 

Loss (gain) on re-measurement of equity interest upon acquisition, net

 
176

 

 
(1,241
)
 
(16,645
)
Gain on real estate dispositions
(98,203
)
 
(18,580
)
 
(17,970
)
 

 

Discontinued operations:
 
 
 
 
 
 
 
 
 
Loss (gain) on real estate dispositions
1

 
(231
)
 
(1,494
)
 
(4,059
)
 
(80,952
)
Depreciation on real estate assets

 
79,608

 
103,250

 
139,973

 
144,256

FFO attributable to common stockholders
1,440,544

 
1,365,408

 
1,273,680

 
1,208,458

 
1,024,567

Adjustments:
 
 
 
 
 
 
 
 
 
Change in fair value of financial instruments
62

 
460

 
5,121

 
449

 
99

Non-cash income tax benefit
(34,227
)
 
(42,384
)
 
(9,431
)
 
(11,828
)
 
(6,286
)
Loss on extinguishment of debt, net
2,779

 
15,797

 
5,013

 
1,048

 
37,640

Gain on non-real estate dispositions related to unconsolidated entities
(557
)
 

 

 

 

Merger-related expenses, deal costs and re-audit costs
28,290

 
152,344

 
54,389

 
21,560

 
63,183

Amortization of other intangibles
1,752

 
2,058

 
1,246

 
1,022

 
1,022

Normalized FFO attributable to common stockholders
$
1,438,643

 
$
1,493,683

 
$
1,330,018

 
$
1,220,709

 
$
1,120,225

    

66


Adjusted EBITDA
We consider Adjusted EBITDA an important supplemental measure because it provides another manner in which to evaluate our operating performance and serves as another indicator of our credit strength and our ability to service our debt obligations. We define Adjusted EBITDA as consolidated earnings, which includes amounts in discontinued operations, before interest, taxes, depreciation and amortization (including non-cash stock-based compensation expense), excluding gains or losses on extinguishment of debt, our consolidated joint venture partners’ share of EBITDA, merger-related expenses and deal costs, expenses related to the re-audit and re-review in 2014 of our historical financial statements, net gains or losses on real estate activity, gains or losses on re-measurement of equity interest upon acquisition, changes in the fair value of financial instruments and unrealized foreign currency gains or losses, and including our share of EBITDA from unconsolidated entities and adjustments for other immaterial or identified items. The following table sets forth a reconciliation of income from continuing operations to Adjusted EBITDA for the years ended December 31, 2016, 2015 and 2014:
 
For the Year Ended December 31,
 
2016
 
2015
 
2014
 
(In thousands)
Income from continuing operations
$
554,209

 
$
389,539

 
$
359,296

Discontinued operations
(922
)
 
11,103

 
99,735

Gain on real estate dispositions
98,203

 
18,580

 
17,970

Net income
651,490

 
419,222

 
477,001

Net income attributable to noncontrolling interest
2,259

 
1,379

 
1,234

Net income attributable to common stockholders
649,231

 
417,843

 
475,767

Adjustments:
 
 
 
 
 
Interest
419,740

 
427,542

 
378,556

Loss on extinguishment of debt, net
2,779

 
14,411

 
5,564

Taxes (including amounts in general, administrative and professional fees)
(29,129
)
 
(37,112
)
 
(4,770
)
Depreciation and amortization
898,924

 
973,665

 
828,466

Non-cash stock-based compensation expense
20,958

 
19,537

 
20,994

Merger-related expenses, deal costs and re-audit costs
25,141

 
150,290

 
53,847

Net income (loss) attributable to noncontrolling interest, net of consolidated joint venture partners’ share of EBITDA
(12,654
)
 
(12,722
)
 
(13,499
)
(Income) loss from unconsolidated entities, net of Ventas share of EBITDA from unconsolidated entities
25,246

 
18,806

 
12,469

Gain on real estate dispositions
(98,202
)
 
(18,811
)
 
(19,183
)
Unrealized foreign currency (gains) losses
(1,440
)
 
(1,727
)
 
75

Changes in fair value of financial instruments
51

 
460

 
5,121

Gain on re-measurement of equity interest upon acquisition, net

 
176

 

Adjusted EBITDA
$
1,900,645

 
$
1,952,358

 
$
1,743,407

    

67


NOI
We also consider NOI an important supplemental measure because it allows investors, analysts and our management to assess our unlevered property-level operating results and to compare our operating results with those of other real estate companies and between periods on a consistent basis. We define NOI as total revenues, less interest and other income, property-level operating expenses and office building services costs. Cash receipts may differ due to straight-line recognition of certain rental income and the application of other GAAP policies. The following table sets forth a reconciliation of income from continuing operations to NOI for the years ended December 31, 2016, 2015 and 2014:
 
For the Year Ended December 31,
 
2016
 
2015
 
2014
 
(In thousands)
Income from continuing operations
$
554,209

 
$
389,539

 
$
359,296

Discontinued operations
(922
)
 
11,103

 
99,735

Gain on real estate dispositions
98,203

 
18,580

 
17,970

Net income
651,490

 
419,222

 
477,001

Net income attributable to noncontrolling interest
2,259

 
1,379

 
1,234

Net income attributable to common stockholders
649,231

 
417,843

 
475,767

Adjustments:
 
 
 
 
 
Interest and other income
(876
)
 
(1,115
)
 
(5,017
)
Interest
419,740

 
427,542

 
378,556

Depreciation and amortization
898,924

 
973,665

 
828,466

General, administrative and professional fees
126,875

 
128,044

 
121,746

Loss on extinguishment of debt, net
2,779

 
14,411

 
5,564

Merger-related expenses and deal costs
25,556

 
149,346

 
45,051

Other
9,988

 
19,577

 
39,337

Net income attributable to noncontrolling interest
2,259

 
1,499

 
1,419

(Income) loss from unconsolidated entities
(4,358
)
 
1,420

 
139

Income tax benefit
(31,343
)
 
(39,284
)
 
(8,732
)
Gain on real estate dispositions
(98,202
)
 
(18,811
)
 
(19,183
)
NOI (including amounts in discontinued operations)
2,000,573

 
2,074,137

 
1,863,113

Discontinued operations

 
(198,996
)
 
(303,043
)
NOI (excluding amounts in discontinued operations)
$
2,000,573

 
$
1,875,141

 
$
1,560,070

Asset/Liability Management
Asset/liability management, a key element of enterprise risk management, is designed to support the achievement of our business strategy, while ensuring that we maintain appropriate and tolerable levels of market risk (primarily interest rate risk and foreign currency exchange risk) and credit risk. Effective management of these risks is a contributing factor to the absolute levels and variability of our FFO and net worth. The following discussion addresses our integrated management of assets and liabilities, including the use of derivative financial instruments.
Market Risk
We are exposed to market risk related to changes in interest rates with respect to borrowings under our unsecured revolving credit facility and our unsecured term loans, certain of our mortgage loans that are floating rate obligations, mortgage loans receivable that bear interest at floating rates and marketable debt securities. These market risks result primarily from changes in LIBOR rates or prime rates. To manage these risks, we continuously monitor our level of floating rate debt with respect to total debt and other factors, including our assessment of current and future economic conditions.

68


The table below sets forth certain information with respect to our debt, excluding premiums and discounts.
 
As of December 31,
 
2016
 
2015
 
2014
 
(Dollars in thousands)
Balance:
 
 
 
 
 
Fixed rate:
 
 
 
 
 
Senior notes and other
$
7,854,264

 
$
7,534,459

 
$
6,677,875

Floating to fixed rate swap on term loan
200,000

 

 

Mortgage loans and other(1)
1,426,837

 
1,554,062

 
1,810,716

Variable rate:
 
 
 
 
 
Unsecured revolving credit facilities
146,538

 
180,683

 
919,099

Unsecured term loans, unhedged portion
1,271,215

 
1,568,477

 
990,634

Mortgage loans and other
292,060

 
433,339

 
474,047

Total
$
11,190,914

 
$
11,271,020

 
$
10,872,371

Percent of total debt:
 
 
 
 
 
Fixed rate:
 
 
 
 
 
Senior notes and other
70.2
%
 
66.9
%
 
61.4
%
Floating to fixed rate swap on term loan
1.8

 

 

Mortgage loans and other(1)
12.7

 
13.8

 
16.6

Variable rate:
 
 
 
 
 
Unsecured revolving credit facilities
1.3

 
1.6

 
8.5

Unsecured term loans, unhedged portion
11.4

 
13.9

 
9.1

Mortgage loans and other
2.6

 
3.8

 
4.4

Total
100.0
%
 
100.0
%
 
100.0
%
Weighted average interest rate at end of period:
 
 
 
 
 
Fixed rate:
 
 
 
 
 
Senior notes and other
3.6
%
 
3.5
%
 
3.5
%
Floating to fixed rate swap on term loan
2.2

 

 

Mortgage loans and other(1)
5.6

 
5.7

 
5.9

Variable rate:
 
 
 
 
 
Unsecured revolving credit facilities
1.9

 
1.4

 
1.4

Unsecured term loans, unhedged portion
1.7

 
1.4

 
1.3

Mortgage loans and other
2.1

 
2.0

 
2.3

Total
3.6

 
3.5

 
3.5

(1) 
Excludes mortgage debt of $22.9 million and $27.6 million related to real estate assets classified as held for sale as of December 31, 2015 and 2014, respectively. All amounts were included in liabilities related to assets held for sale on our Consolidated Balance Sheets.
The variable rate debt in the table above reflects, in part, the effect of $150.8 million notional amount of interest rate swaps with a maturity of March 22, 2018 that effectively convert fixed rate debt to variable rate debt. In addition, the fixed rate debt in the table above reflects, in part, the effect of $236.5 million notional amount of interest rate swaps with maturities ranging from October 1, 2018 to August 3, 2020, in each case that effectively convert variable rate debt to fixed rate debt.
In February 2016, we entered into a $200 million notional amount interest rate swap with a maturity of August 3, 2020 that effectively converts LIBOR-based floating rate debt to fixed rate debt, setting LIBOR at 1.132% through the maturity date of the swap.
In July 2016, we entered into $225 million notional forward starting swaps that reduced our exposure to fluctuations in interest rates between July and the September issuance of 3.25% senior notes due 2026. On the issuance date, we realized a gain of $1.9 million from these swaps which will be recognized over the life of the notes using an effective interest method.

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In January and February 2017, we entered into a total of $200 million of notional forward starting swaps with an effective date of April 3, 2017 that reduce our exposure to fluctuations in interest rates related to changes in rates between now and the forecasted issuance of long-term debt. The rate on the notional amounts is locked at a weighted average rate of 2.33%.
The decrease in our outstanding variable rate debt at December 31, 2016 compared to December 31, 2015 is primarily attributable to the $200 million notional amount interest rate swap that we entered into during the first quarter of 2016 that effectively converts LIBOR-based floating rate debt to fixed rate debt and 2016 term loan and mortgage repayments.
Pursuant to the terms of certain leases with one of our tenants, if interest rates increase on certain variable rate debt that we have totaling $80.0 million as of December 31, 2016, our tenant is required to pay us additional rent (on a dollar-for-dollar basis) in an amount equal to the increase in interest expense resulting from the increased interest rates. Therefore, the increase in interest expense related to this debt is equally offset by an increase in additional rent due to us from the tenant. Assuming a 100 basis point increase in the weighted average interest rate related to our variable rate debt and assuming no change in our variable rate debt outstanding as of December 31, 2016, interest expense for 2017 would increase by approximately $16.5 million, or $0.05 per diluted common share.
As of December 31, 2016 and 2015, our joint venture partners’ aggregate share of total debt was $80.9 million and $94.5 million, respectively, with respect to certain properties we owned through consolidated joint ventures. Total debt does not include our portion of debt related to investments in unconsolidated entities, which was $122.0 million and $115.1 million as of December 31, 2016 and 2015, respectively.
The fair value of our fixed and variable rate debt is based on current interest rates at which we could obtain similar borrowings. For fixed rate debt, interest rate fluctuations generally affect the fair value, but not our earnings or cash flows. Therefore, interest rate risk does not have a significant impact on our fixed rate debt obligations until their maturity or earlier prepayment and refinancing. If interest rates have risen at the time we seek to refinance our fixed rate debt, whether at maturity or otherwise, our future earnings and cash flows could be adversely affected by additional borrowing costs. Conversely, lower interest rates at the time of refinancing may reduce our overall borrowing costs.
To highlight the sensitivity of our fixed rate debt to changes in interest rates, the following summary shows the effects of a hypothetical instantaneous change of 100 basis points in interest rates as of December 31, 2016 and 2015:
 
As of December 31,
 
2016
 
2015
 
(In thousands)
Gross book value
$
9,481,101

 
$
9,088,521

Fair value(1)
9,600,621

 
9,170,508

Fair value reflecting change in interest rates(1):
 
 
 
-100 basis points
10,117,238

 
9,674,423

+100 basis points
9,133,292

 
8,708,963

(1) 
The change in fair value of our fixed rate debt from December 31, 2015 to December 31, 2016 was due primarily to changes in the fair market value interest rates, 2016 senior note issuances, net of repayments, and 2016 net reduction of fixed rate mortgage debt.
As of December 31, 2016 and 2015, the fair value of our secured and non-mortgage loans receivable, based on our estimates of currently prevailing rates for comparable loans, was $709.6 million and $855.7 million, respectively. See “NOTE 6—LOANS RECEIVABLE AND INVESTMENTS” and “NOTE 11—FAIR VALUES OF FINANCIAL INSTRUMENTS” of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.
As a result of our Canadian and United Kingdom operations, we are subject to fluctuations in certain foreign currency exchange rates that may, from time to time, affect our financial condition and operating performance. Based solely on our results for the year ended December 31, 2016 (including the impact of existing hedging arrangements), if the value of the U.S. dollar relative to the British pound and Canadian dollar were to increase or decrease by one standard deviation compared to the average exchange rate during the year, our normalized FFO per share for the year ended December 31, 2016 would decrease or increase, as applicable, by approximately $0.01 per share or less than 1%. We will continue to mitigate these risks through a layered approach to hedging looking out for the next year and continual assessment of our foreign operational capital structure. Nevertheless, we cannot assure you that any such fluctuations will not have an effect on our earnings.

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During the year ended December 31, 2016, the amount of foreign currency translation loss included in accumulated other comprehensive loss on our Consolidated Balance Sheets increased by $52.3 million, primarily as a result of the remeasurement of our properties located in the United Kingdom.
Concentration and Credit Risk
We use concentration ratios to identify, understand and evaluate the potential impact of economic downturns and other adverse events that may affect our asset types, geographic locations, business models, and tenants, operators and managers. We evaluate concentration risk in terms of investment mix and operations mix. Investment mix measures the percentage of our investments that is concentrated in a specific asset type or that is operated or managed by a particular tenant, operator or manager. Operations mix measures the percentage of our operating results that is attributed to a particular tenant, operator or manager, geographic location or business model. The following tables reflect our concentration risk as of the dates and for the periods presented:
 
As of
December 31,
 
2016
 
2015
Investment mix by asset type(1):
 
 
 
Seniors housing communities
61.8
%
 
65.3
%
Medical office buildings
20.7

 
21.7

Life science and innovation centers
6.1

 

Skilled nursing facilities
1.4

 
1.5

Specialty hospitals
1.7

 
2.1

General acute care hospitals
5.6

 
5.9

Secured loans receivable and investments, net
2.7

 
3.5

Investment mix by tenant, operator and manager(1):
 
 
 
Atria
22.6
%
 
22.6
%
Sunrise
11.3

 
11.8

Brookdale Senior Living
8.1

 
8.5

Kindred
1.8

 
2.2

Ardent
5.1

 
5.3

All other
51.1

 
49.6

(1) 
Ratios are based on the gross book value of real estate investments (excluding properties classified as held for sale and properties owned through investments in unconsolidated entities) as of each reporting date.

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For the Year Ended
December 31,
 
2016
 
2015
 
2014
Operations mix by tenant and operator and business model:
 
 
 
 
 
Revenues(1):
 
 
 
 
 
Senior living operations
53.6
%
 
55.1
%
 
56.0
%
Kindred
5.4

 
5.7

 
5.9

Brookdale Senior Living(2)
4.8

 
5.3

 
6.1

Ardent
3.1

 
1.3

 

All others
33.1

 
32.6

 
32.0

Adjusted EBITDA(3):
 
 
 
 
 
Senior living operations
30.9
%
 
29.7
%
 
28.4
%
Kindred
8.9

 
8.8

 
10.2

Brookdale Senior Living(2)
7.9

 
8.2

 
9.2

Ardent
5.1

 
2.0

 

All others
47.2

 
51.3

 
52.2

NOI(4):
 
 
 
 
 
Senior living operations
30.2
%
 
32.1
%
 
33.1
%
Kindred
9.2

 
9.9

 
10.6

Brookdale Senior Living(2)
8.3

 
9.3

 
10.9

Ardent
5.3

 
2.3

 

All others
47.0

 
46.4

 
45.4

Operations mix by geographic location(5):
 
 
 
 
 
California
15.3
%
 
15.4
%
 
15.0
%
New York
8.8

 
8.8

 
9.6

Texas
6.3

 
6.1

 
6.9

Illinois
4.9

 
4.9

 
4.5

Florida
4.5

 
4.6

 
4.0

All others
60.2

 
60.2

 
60.0


(1) 
Total revenues include medical office building and other services revenue, revenue from loans and investments and interest and other income (excluding amounts in discontinued operations).
(2) 
Excludes one seniors housing community included in senior living operations.
(3) 
Includes amounts in discontinued operations.
(4) 
Excludes amounts in discontinued operations.
(5) 
Ratios are based on total revenues (excluding amounts in discontinued operations) for each period presented.
See “Non-GAAP Financial Measures” included elsewhere in this Annual Report on Form 10-K for additional disclosure and reconciliations of income from continuing operations to Adjusted EBITDA and NOI as computed in accordance with GAAP.
We derive a significant portion of our revenues by leasing assets under long-term triple-net leases in which the rental rate is generally fixed with annual escalators, subject to certain limitations. Some of our triple-net lease escalators are contingent upon the satisfaction of specified facility revenue parameters or based on increases in the Consumer Price Index (“CPI”), with caps, floors or collars. We also earn revenues directly from individual residents in our seniors housing communities that are managed by independent operators, such as Atria and Sunrise, and tenants in our MOBs. For the year ended December 31, 2016, 52.3% of our Adjusted EBITDA (including amounts in discontinued operations) was derived from our senior living operations and office operations, for which rental rates may fluctuate more frequently upon lease rollovers and renewals due to shorter term leases and changing economic or market conditions.
The concentration of our triple-net leased properties segment revenues and operating income that are attributed to Brookdale Senior Living, Kindred and Ardent creates credit risk. If either Brookdale Senior Living, Kindred or Ardent becomes unable or unwilling to satisfy its obligations to us or to renew its leases with us upon expiration of the terms thereof, our

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financial condition and results of operations could decline and our ability to service our indebtedness and to make distributions to our stockholders could be limited. We cannot assure you that Brookdale Senior Living, Kindred and Ardent will have sufficient assets, income and access to financing to enable them to satisfy their respective obligations to us, and any failure, inability or unwillingness by Brookdale Senior Living, Kindred or Ardent to do so could have a Material Adverse Effect on us. In addition, any failure, inability or unwillingness by Brookdale Senior Living, Kindred or Ardent to effectively conduct its operations or to maintain and improve our properties could adversely affect its business reputation and its ability to attract and retain patients and residents in our properties, which could have an indirect Material Adverse Effect on us. See “Risk Factors—Risks Arising from Our Business—Our leases with Brookdale Senior Living, Kindred and Ardent account for a significant portion of our triple-net leased properties segment revenues and operating income; Any failure, inability or unwillingness by Brookdale Senior Living, Kindred or Ardent to satisfy its obligations under our agreements could have a Material Adverse Effect on us” included in Part I, Item 1A of this Annual Report on Form 10-K and “NOTE 3—CONCENTRATION OF CREDIT RISK” of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.
We regularly monitor and assess any changes in the relative credit risk of our significant tenants, and in particular those tenants that have recourse obligations under our triple-net leases. The ratios and metrics we use to evaluate a significant tenant’s liquidity and creditworthiness depend on facts and circumstances specific to that tenant and the industry or industries in which it operates, including without limitation the tenant’s credit history and economic conditions related to the tenant, its operations and the markets in which the tenant operates, that may vary over time. Among other things, we may (i) review and analyze information regarding the real estate, seniors housing and healthcare industries generally, publicly available information regarding the significant tenant, and information required to be provided by the tenant under the terms of its lease agreements with us, (ii) examine monthly and/or quarterly financial statements of the significant tenant to the extent publicly available or otherwise provided under the terms of our lease agreements, and (iii) participate in periodic discussions and in-person meetings with representatives of the significant tenant.  Using this information, we calculate multiple financial ratios (which may, but do not necessarily, include net debt to EBITDAR or EBITDARM, fixed charge coverage and tangible net worth), after making certain adjustments based on our judgment, and assess other metrics we deem relevant to an understanding of the significant tenant’s credit risk.
Because Atria and Sunrise manage our properties in exchange for the receipt of a management fee from us, we are not directly exposed to the credit risk of our managers in the same manner or to the same extent as our triple-net tenants. However, we rely on our managers’ personnel, expertise, technical resources and information systems, proprietary information, good faith and judgment to manage our senior living operations efficiently and effectively. We also rely on our managers to set appropriate resident fees and to otherwise operate our seniors housing communities in compliance with the terms of our management agreements and all applicable laws and regulations. Although we have various rights as the property owner under our management agreements, including various rights to terminate and exercise remedies under the agreements as provided therein, Atria’s or Sunrise’s failure, inability or unwillingness to satisfy its respective obligations under those agreements, to efficiently and effectively manage our properties or to provide timely and accurate accounting information with respect thereto could have a Material Adverse Effect on us. In addition, significant changes in Atria’s or Sunrise’s senior management or equity ownership or any adverse developments in their businesses and affairs or financial condition could have a Material Adverse Effect on us. See “Risk Factors—Risks Arising from Our Business—The properties managed by Atria and Sunrise account for a significant portion of our revenues and operating income; Adverse developments in Atria’s or Sunrise’s business and affairs or financial condition could have a Material Adverse Effect on us” and “—We have rights to terminate our management agreements with Atria and Sunrise in whole or with respect to specific properties under certain circumstances, and we may be unable to replace Atria or Sunrise if our management agreements are terminated or not renewed” included in Part I, Item 1A of this Annual Report on Form 10-K.
Our 34% ownership interest in Atria entitles us to certain rights and minority protections, as well as the right to appoint two of six members on the Atria Board of Directors.
Triple-Net Lease Expirations
If our tenants are not able or willing to renew our triple-net leases upon expiration, we may be unable to reposition the applicable properties on a timely basis or on the same or better economic terms, if at all. Although our lease expirations are staggered, the non-renewal of some or all of our triple-net leases that expire in any given year could have a Material Adverse Effect on us. During the year ended December 31, 2016, we had no triple-net lease renewals or expirations without renewal that, in the aggregate, had a material impact on our financial condition or results of operations for that period. See “Risk Factors—Risks Arising from Our Business—If we must replace any of our tenants or operators, we might be unable to reposition the properties on as favorable terms, or at all, and we could be subject to delays, limitations and expenses, which could have a Material Adverse Effect on us” included in Part I, Item IA of this Annual Report on Form 10-K.

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The following table summarizes our triple-net lease expirations currently scheduled to occur over the next ten years (excluding leases related to assets classified as held for sale as of December 31, 2016):
 
Number of
Properties
 
2016 Annual
Rental Income
 
% of 2016 Total
Triple-Net Leased Properties Segment
Rental Income
 
(Dollars in thousands)
2017

 
$

 
%
2018
2

 
1,989

 
0.2

2019
73

 
118,803

 
14.0

2020
47

 
35,347

 
4.2

2021
77

 
71,180

 
8.4

2022
35

 
41,066

 
4.9

2023
12

 
30,311

 
3.6

2024
36

 
22,424

 
2.7

2025
101

 
187,304

 
22.1

2026
30

 
41,749

 
4.9


Liquidity and Capital Resources
As of December 31, 2016, we had a total of $286.7 million of unrestricted cash and cash equivalents, operating cash and cash related to our senior living operations and office operations reportable business segments that is deposited and held in property-level accounts. Funds maintained in the property-level accounts are used primarily for the payment of property-level expenses, debt service payments and certain capital expenditures. As of December 31, 2016, we also had escrow deposits and restricted cash of $80.6 million and $1.8 billion of unused borrowing capacity available under our unsecured revolving credit facility.
During 2016, our principal sources of liquidity were cash flows from operations, proceeds from the issuance of debt and equity securities, proceeds from asset sales and cash on hand. We used these proceeds to fund the September 2016 Life Sciences Acquisition for approximately $1.5 billion, and for working capital and other general corporate purposes.
For the next 12 months, our principal liquidity needs are to: (i) fund operating expenses; (ii) meet our debt service requirements; (iii) repay maturing mortgage and other debt, including $300.0 million of senior notes; (iv) fund capital expenditures; (v) fund acquisitions, investments and commitments, including development and redevelopment activities; and (vi) make distributions to our stockholders and unitholders, as required for us to continue to qualify as a REIT. In addition, we may elect to prepay outstanding indebtedness prior to maturity based on our analysis of various factors. We expect that these liquidity needs generally will be satisfied by a combination of the following: cash flows from operations, cash on hand, debt assumptions and financings (including secured financings), issuances of debt and equity securities, dispositions of assets (in whole or in part through joint venture arrangements with third parties) and borrowings under our unsecured revolving credit facility. However, an inability to access liquidity through multiple capital sources concurrently could have a Material Adverse Effect on us. See “Risk Factors—Risks Arising from Our Capital Structure—Limitations on our ability to access capital could have an adverse effect on our ability to make required payments on our debt obligations, make distributions to our stockholders or make future investments necessary to implement our business strategy” included in Part I, Item 1A of this Annual Report on Form 10-K.
Unsecured Credit Facility and Unsecured Term Loans
    Our unsecured credit facility is comprised of a $2.0 billion revolving credit facility priced at LIBOR plus 1.0% as of December 31, 2016, and a $200.0 million term loan and a $371.2 million term loan, each priced at LIBOR plus 1.05%. The revolving credit facility matures in January 2018, but may be extended, at our option subject to the satisfaction of certain conditions, for an additional period of one year. The $200.0 million and $371.2 million term loans mature in January 2018 and January 2019, respectively. The unsecured credit facility also includes an accordion feature that permits us to increase our aggregate borrowing capacity thereunder to up to $3.5 billion.
As of December 31, 2016, we had $146.5 million of borrowings outstanding, $14.1 million of letters of credit outstanding and $1.8 billion of unused borrowing capacity available under our unsecured revolving credit facility.

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As of December 31, 2016, we also had a $900.0 million term loan due 2020 priced at LIBOR plus 97.5 basis points.
In May 2016, we repaid $100.0 million outstanding on our unsecured term loan due 2019 using cash on hand and recognized a loss on extinguishment of debt of $0.4 million, representing a write-off of the then unamortized deferred financing fees.
The agreement governing our unsecured credit facility requires us to comply with various financial and other restrictive covenants. See “NOTE 10—SENIOR NOTES PAYABLE AND OTHER DEBT” of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K. We were in compliance with all of these covenants at December 31, 2016.
Senior Notes
As of December 31, 2016, we had $7.1 billion aggregate principal amount of senior notes issued by our subsidiary, Ventas Realty, Limited Partnership (“Ventas Realty”), and guaranteed by Ventas, Inc. outstanding as follows:
$300.0 million principal amount of 1.250% senior notes due 2017;
$700.0 million principal amount of 2.000% senior notes due 2018 (co-issued with Ventas Realty’s wholly owned subsidiary, Ventas Capital Corporation);
$600.0 million principal amount of 4.000% senior notes due 2019 (co-issued with Ventas Realty’s wholly owned subsidiary, Ventas Capital Corporation);
$500.0 million principal amount of 2.700% senior notes due 2020 (co-issued with Ventas Realty’s wholly owned subsidiary, Ventas Capital Corporation);
$700.0 million principal amount of 4.750% senior notes due 2021 (co-issued with Ventas Realty’s wholly owned subsidiary, Ventas Capital Corporation);
$600.0 million principal amount of 4.250% senior notes due 2022 (co-issued with Ventas Realty’s wholly owned subsidiary, Ventas Capital Corporation);
$500.0 million principal amount of 3.250% senior notes due 2022 (co-issued with Ventas Realty’s wholly owned subsidiary, Ventas Capital Corporation);
$400.0 million principal amount of 3.125% senior notes due 2023;
$400.0 million principal amount of 3.750% senior notes due 2024;
$600.0 million principal amount of 3.50% senior notes due 2025;
$500.0 million principal amount of 4.125% senior notes due 2026;
$450.0 million principal amount of 3.25% senior notes due 2026;
$258.8 million principal amount of 5.45% senior notes due 2043 (co-issued with Ventas Realty’s wholly owned subsidiary, Ventas Capital Corporation);
$300.0 million principal amount of 5.70% senior notes due 2043; and
$300.0 million principal amount of 4.375% senior notes due 2045.
As of December 31, 2016, we had $75.4 million aggregate principal amount of senior notes of our subsidiary, Nationwide Health Properties, LLC (“NHP LLC”), as successor to NHP, outstanding as follows:
$52.4 million principal amount of 6.90% senior notes due 2037 (subject to earlier repayment at the option of the holder); and
$23.0 million principal amount of 6.59% senior notes due 2038 (subject to earlier repayment at the option of the holder).
In addition, as of December 31, 2016, we had $670.1 million aggregate principal amount of senior notes of our wholly owned subsidiary, Ventas Canada Finance Limited, and guaranteed by Ventas, Inc. outstanding as follows:
$297.8 million (CAD 400.0 million) principal amount of 3.00% senior notes, series A due 2019;
$186.2 million (CAD 250.0 million) principal amount of 3.300% senior notes due 2022; and
$186.2 million (CAD 250.0 million) principal amount of 4.125% senior notes, series B due 2024.

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2016 Activity
In May 2016, we issued and sold $400.0 million aggregate principal amount of 3.125% senior notes due 2023 at a public offering price equal to 99.343% of par, for total proceeds of $397.4 million before the underwriting discount and expenses.
In June 2016, we redeemed $455.5 million aggregate principal amount then outstanding of our 1.55% senior notes due September 2016 at a public offering price of 100.335% of par, plus accrued and unpaid interest to the redemption date, and recognized a loss on extinguishment of debt of $2.1 million. The redemption was funded using proceeds from our May 2016 senior note issuance, cash on hand and borrowings under our revolving credit facility. In July 2016, we repaid the remaining balance then outstanding of our 1.55% senior notes due September 2016 of $94.5 million and recognized a loss on extinguishment of debt of $0.3 million.
In September 2016, we issued and sold $450.0 million aggregate principal amount of 3.25% senior notes due 2026 at a public offering price equal to 99.811% of par, for total proceeds of $449.1 million before the underwriting discount and expenses.
2015 Activity
In January 2015, Ventas Realty issued and sold $600.0 million aggregate principal amount of 3.500% senior notes due 2025 at a public offering price equal to 99.663% of par, for total proceeds of $598.0 million before the underwriting discount and expenses, and $300.0 million aggregate principal amount of 4.375% senior notes due 2045 at a public offering price equal to 99.500% of par, for total proceeds of $298.5 million before the underwriting discount and expenses.
Also in January 2015, Ventas Canada Finance Limited issued and sold CAD 250.0 million aggregate principal amount of 3.30% senior notes, series C due 2022 at an offering price equal to 99.992% of par, for total proceeds of CAD 250.0 million before the agent fees and expenses. The notes were offered on a private placement basis in Canada.
In May 2015, we repaid in full, at par, $234.4 million aggregate principal amount then outstanding of our 6% senior notes due 2015 upon maturity.
In July 2015, we issued and sold $500.0 million aggregate principal amount of 4.125% senior notes due 2026 at a public offering price equal to 99.218% of par, for total proceeds of $496.1 million before the underwriting discount and expenses.
In September 2015, we redeemed all $400.0 million principal amount then outstanding of our 3.125% senior notes due November 2015 at a redemption price equal to 100.7% of par, plus accrued and unpaid interest to the redemption date, and recognized a loss on extinguishment of debt of $2.9 million.
We may, from time to time, seek to retire or purchase our outstanding senior notes for cash or in exchange for equity securities in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions, prospects for future access to capital and other factors. The amounts involved may be material.
The indentures governing our outstanding senior notes require us to comply with various financial and other restrictive covenants. See “NOTE 10—SENIOR NOTES PAYABLE AND OTHER DEBT” of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K. We were in compliance with all of these covenants at December 31, 2016.
Mortgage Loan Obligations
As of December 31, 2016 and 2015, our consolidated aggregate principal amount of mortgage debt outstanding was $1.7 billion and $2.0 billion, respectively, of which our share was $1.6 billion and $1.9 billion, respectively.
During 2016, we repaid in full mortgage loans in the aggregate principal amount $337.8 million and a weighted average maturity of 1.66 years and recognized a loss on extinguishment of debt of less than $0.1 million in connection with these repayments.
During 2015, we repaid in full mortgage loans in the aggregate principal amount of $461.9 million and a weighted average maturity of 2.1 years and recognized a loss on extinguishment of debt of $9.9 million in connection with these repayments.

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During 2014, we assumed or incurred mortgage debt of $246.8 million and repaid in full mortgage loans outstanding in the aggregate principal amount of $398.0 million. We recognized a net loss on extinguishment of debt of $2.3 million in connection with these repayments.
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.
See “NOTE 4—ACQUISITIONS OF REAL ESTATE PROPERTY” and “NOTE 10—SENIOR NOTES PAYABLE AND OTHER DEBT” of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.
Derivatives and Hedging
    
In February 2016, we entered into a $200 million notional amount interest rate swap with a maturity of August 3, 2020 that effectively converts LIBOR-based floating rate debt to fixed rate debt, setting LIBOR at 1.132% through the maturity date of the swap.
In July 2016, we entered into $225 million notional forward starting swaps that reduced our exposure to fluctuations in interest rates between July and the September issuance of 3.25% senior notes due 2026. On the issuance date, we realized a gain of $1.9 million from these swaps which will be recognized over the life of the notes using an effective interest method.
In January and February 2017, we entered into a total of $200 million of notional forward starting swaps with an effective date of April 3, 2017, that reduce our exposure to fluctuations in interest rates related to changes in rates between now and the forecasted issuance of long-term debt. The rate on the notional amounts is locked at a weighted average rate of 2.33%.
Dividends
In order to continue to qualify as a REIT, we must make annual distributions to our stockholders of at least 90% of our REIT taxable income (excluding net capital gain). In 2016, our Board of Directors declared and we paid cash dividends on our common stock aggregating $2.965 per share, which exceeds 100% of our 2016 estimated taxable income after the use of any net operating loss carryforwards. We intend to pay dividends greater than 100% of our taxable income, after the use of any net operating loss carryforwards, for 2017.
We expect that our cash flows will exceed our REIT taxable income due to depreciation and other non-cash deductions in computing REIT taxable income and that we will be able to satisfy the 90% distribution requirement. However, from time to time, we may not have sufficient cash on hand or other liquid assets to meet this requirement or we may decide to retain cash or distribute such greater amount as may be necessary to avoid income and excise taxation. If we do not have sufficient cash on hand or other liquid assets to enable us to satisfy the 90% distribution requirement, or if we desire to retain cash, we may borrow funds, issue additional equity securities, pay taxable stock dividends, if possible, distribute other property or securities or engage in a transaction intended to enable us to meet the REIT distribution requirements or any combination of the foregoing. See “Certain U.S. Federal Income Tax Considerations—Requirements for Qualification as a REIT—Annual Distribution Requirements” included in Part I, Item 1 of this Annual Report on Form 10-K.
Capital Expenditures
The terms of our triple-net leases generally obligate our tenants to pay all capital expenditures necessary to maintain and improve our triple-net leased properties. However, from time to time, we may fund the capital expenditures for our triple-net leased properties through loans to the tenants or advances, which may increase the amount of rent payable with respect to the properties in certain cases. We expect to fund any capital expenditures for which we may become responsible upon expiration of our triple-net leases or in the event that our tenants are unable or unwilling to meet their obligations under those leases with cash flows from operations or through additional borrowings.
We also expect to fund capital expenditures related to our senior living operations and office operations reportable business segments with the cash flows from the properties or through additional borrowings. To the extent that unanticipated capital expenditure needs arise or significant borrowings are required, our liquidity may be affected adversely. Our ability to borrow additional funds may be restricted in certain circumstances by the terms of the instruments governing our outstanding indebtedness.
We are party to certain agreements that obligate us to develop seniors housing or healthcare properties funded through capital that we and, in certain circumstances, our joint venture partners provide. As of December 31, 2016, we had six properties under development pursuant to these agreements, including one property that is owned by an unconsolidated real

77


estate entity. In addition, from time to time, we engage in redevelopment projects with respect to our existing seniors housing communities to maximize the value, increase NOI, maintain a market-competitive position, achieve property stabilization or change the primary use of the property.
Equity Offerings and Related Events
In March 2015, we replaced our previous shelf registration statement that was scheduled to expire in accordance with the SEC’s rules with a new universal shelf registration statement, rendering our previous ATM program inaccessible. In connection with our new universal shelf registration statement, we established a new ATM program pursuant to which we may sell, from time to time, up to an aggregate of $1.0 billion of our common stock.
For the year ended December 31, 2016, we issued and sold 18.9 million shares of common stock under our ATM equity offering program and public offerings. Aggregate net proceeds for these activities were approximately $1.3 billion, after sales agent commissions. As of December 31, 2016, approximately $230.6 million of our common stock remained available for sale under our ATM equity offering program.
Other
We received proceeds of $20.4 million and $6.4 million for the years ended December 31, 2016 and 2015, respectively, from the exercises of outstanding stock options. Future proceeds from the exercises of stock options will be affected primarily by the future trading price of our common stock and the number of options outstanding. The number of options outstanding increased to 3.8 million as of December 31, 2016, from 3.1 million as of December 31, 2015. The weighted average exercise price was $56.05 as of December 31, 2016.
We issued approximately 19,000 shares of common stock under our Distribution Reinvestment and Stock Purchase Plan (“DRIP”) for net proceeds of $1.2 million for the year ended December 31, 2014. The DRIP was suspended effective July 3, 2014. We may determine whether or not to reinstate the DRIP at any time, in our sole discretion.
Cash Flows
The following table sets forth our sources and uses of cash flows for the years ended December 31, 2016 and 2015:
 
For the Year Ended
December 31,
 
Increase (Decrease)
to Cash
 
2016
 
2015
 
$
 
%
 
(Dollars in thousands)
Cash and cash equivalents at beginning of period
$
53,023

 
$
55,348

 
$
(2,325
)
 
(4.2
)%
Net cash provided by operating activities
1,367,457

 
1,391,767

 
(24,310
)
 
(1.7
)
Net cash used in investing activities
(1,234,643
)
 
(2,423,692
)
 
1,189,049

 
49.1

Net cash provided by financing activities
101,722

 
1,030,122

 
(928,400
)
 
(90.1
)
Effect of foreign currency translation on cash and cash equivalents
(852
)
 
(522
)
 
(330
)
 
(63.2
)
Cash and cash equivalents at end of period
$
286,707

 
$
53,023

 
233,684

 
nm
nm—not meaningful 
Cash Flows from Operating Activities
Cash flows from operating activities decreased $24.3 million during the year ended December 31, 2016 over the same period in 2015. The decrease included activity in 2015 from the properties that were disposed of as part of the CCP Spin-Off and payments received from tenants during the first quarter of 2015, partially offset by cash inflows related to the August 2015 acquisition of Ardent Health Services, Inc. and cash inflows related to the September 2016 Life Sciences Acquisition.
Cash Flows from Investing Activities
Cash used in investing activities decreased $1.2 billion during 2016 over 2015 primarily due to decreased investments in real estate ($1.2 billion) and increased proceeds from loans receivable ($210.9 million), partially offset by an increase in development project and capital expenditures ($33.9 million) and decreases in proceeds from real estate disposals ($191.8 million) and proceeds from the sale or maturity of marketable securities ($76.8 million).

78


Cash Flows from Financing Activities
Cash provided by financing activities decreased $928.4 million during 2016 over 2015. This difference is primarily due to decreased proceeds from the issuance of debt, net of repayments (including the impact of proceeds and repayments related to the 2015 CCP Spin-Off), partially offset by an increase in common stock issuances during 2016.
Contractual Obligations
The following table summarizes the effect that minimum debt (which includes principal and interest payments) and other material noncancelable commitments are expected to have on our cash flow in future periods as of December 31, 2016:
 
Total
 
Less than 1
year(3)
 
1 - 3 years(4)
 
3 - 5 years(5)
 
More than 5
years(6)
 
(In thousands)
Long-term debt obligations (1) (2)
$
14,438,918

 
$
1,033,670

 
$
3,656,987

 
$
2,721,903

 
$
7,026,358

Operating obligations, including ground lease obligations
743,995

 
28,146

 
46,407

 
40,871

 
628,571

Total
$
15,182,913

 
$
1,061,816

 
$
3,703,394

 
$
2,762,774

 
$
7,654,929

(1) 
Amounts represent contractual amounts due, including interest.
(2) 
Interest on variable rate debt was based on forward rates obtained as of December 31, 2016.
(3) 
Includes $300.0 million outstanding principal amount of our 1.250% senior notes due 2017.
(4) 
Includes $146.5 million of borrowings outstanding on our unsecured revolving credit facility, $700.0 million outstanding principal amount of our 2.00% senior notes due 2018 and $200.0 million of borrowings under our unsecured term loan due 2018.
(5) 
Includes $371.2 million of borrowings under our unsecured term loan due 2019, $600.0 million outstanding principal amount of our 4.00% senior notes due 2019, $297.8 million outstanding principal amount of our 3.00% senior notes, series A due 2019, $500.0 million outstanding principal amount of our 2.700% senior notes due 2020 and $900.0 million of borrowings under our unsecured term loan due 2020.
(6) 
Includes $5.5 billion aggregate principal amount outstanding of our senior notes maturing between 2021 and 2045. $52.4 million aggregate principal amount outstanding of our 6.90% senior notes due 2037 are subject to repurchase, at the option of the holders, on October 1 in each of 2017 and 2027, and $23.0 million aggregate principal amount outstanding of our 6.59% senior notes due 2038 are subject to repurchase, at the option of the holders, on July 7 in each of 2018, 2023 and 2028.
As of December 31, 2016, we had $21.0 million of unrecognized tax benefits that are excluded from the table above, as we are unable to make a reasonable reliable estimate of the period of cash settlement, if any, with the respective tax authority.


ITEM 7A.    Quantitative and Qualitative Disclosures About Market Risk
The information set forth in Item 7 of this Annual Report on Form 10-K under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Asset/Liability Management” is incorporated by reference into this Item 7A.


79


ITEM 8.    Financial Statements and Supplementary Data
Ventas, Inc.
Index to Consolidated Financial Statements and Financial Statement Schedules


Consolidated Balance Sheets as of December 31, 2016 and 2015
Consolidated Statements of Income for the years ended December 31, 2016, 2015 and 2014
Consolidated Statements of Comprehensive Income for the years ended December 31, 2016, 2015 and 2014
Consolidated Statements of Equity for the years ended December 31, 2016, 2015 and 2014
Consolidated Statements of Cash Flows for the years ended December 31, 2016, 2015 and 2014
Notes to Consolidated Financial Statements
 
Schedule II — Valuation and Qualifying Accounts
Schedule III — Real Estate and Accumulated Depreciation
Schedule IV — Mortgage Loans on Real Estate


80


MANAGEMENT REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act of 1934. This system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with U.S. GAAP. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected.

Management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on the criteria set forth in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management has concluded that our internal control over financial reporting was effective at the reasonable assurance level as of December 31, 2016.
 
The effectiveness of our internal control over financial reporting as of December 31, 2016 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report included herein.






81


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Stockholders and Board of Directors
Ventas, Inc.:
We have audited Ventas, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on the Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, Ventas, Inc. and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Ventas, Inc. and subsidiaries as of December 31, 2016 and 2015, and the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2016, and our report dated February 13, 2017 expressed an unqualified opinion on those consolidated financial statements.
/s/ KPMG LLP
Chicago, Illinois
February 13, 2017

82


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ON INTERNAL CONTROL OVER FINANCIAL REPORTING


Stockholders and Board of Directors
Ventas, Inc.:
We have audited the accompanying consolidated balance sheets of Ventas, Inc. and subsidiaries as of December 31, 2016 and 2015, and the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the years in the three‑year period ended December 31, 2016. In connection with our audits of the consolidated financial statements, we also have audited financial statement schedules II, III and IV. These consolidated financial statements and financial statement schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedules based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Ventas Inc. and subsidiaries as of December 31, 2016 and 2015, and the results of their operations and their cash flows for each of the years in the three‑year period ended December 31, 2016, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Ventas, Inc.’s internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 13, 2017 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
/s/ KPMG LLP

Chicago, Illinois
February 13, 2017


83


VENTAS, INC.
CONSOLIDATED BALANCE SHEETS

 
As of December 31,
 
2016
 
2015
 
(In thousands, except per
share amounts)
Assets
 
 
 
Real estate investments:
 
 
 
Land and improvements
$
2,089,591

 
$
2,056,428

Buildings and improvements
21,516,396

 
20,309,599

Construction in progress
210,599

 
92,005

Acquired lease intangibles
1,510,629

 
1,344,422

 
25,327,215

 
23,802,454

Accumulated depreciation and amortization
(4,932,461
)
 
(4,177,234
)
Net real estate property
20,394,754

 
19,625,220

Secured loans receivable and investments, net
702,021

 
857,112

Investments in unconsolidated real estate entities
95,921

 
95,707

Net real estate investments
21,192,696

 
20,578,039

Cash and cash equivalents
286,707

 
53,023

Escrow deposits and restricted cash
80,647

 
77,896

Goodwill
1,033,225

 
1,047,497

Assets held for sale
54,961

 
93,060

Other assets
518,364

 
412,403

Total assets
$
23,166,600

 
$
22,261,918

Liabilities and equity
 
 
 
Liabilities:
 
 
 
Senior notes payable and other debt
$
11,127,326

 
$
11,206,996

Accrued interest
83,762

 
80,864

Accounts payable and other liabilities
907,928

 
779,380

Liabilities related to assets held for sale
1,462

 
34,340

Deferred income taxes
316,641

 
338,382

Total liabilities
12,437,119

 
12,439,962

Redeemable OP unitholder and noncontrolling interests
200,728

 
196,529

Commitments and contingencies

 

Equity:
 
 
 
Ventas stockholders’ equity:
 
 
 
Preferred stock, $1.00 par value; 10,000 shares authorized, unissued

 

Common stock, $0.25 par value; 600,000 shares authorized, 354,125 and 334,386 shares issued at December 31, 2016 and 2015, respectively
88,514

 
83,579

Capital in excess of par value
12,917,002

 
11,602,838

Accumulated other comprehensive loss
(57,534
)
 
(7,565
)
Retained earnings (deficit)
(2,487,695
)
 
(2,111,958
)
Treasury stock, 1 and 44 shares at December 31, 2016 and 2015, respectively
(47
)
 
(2,567
)
Total Ventas stockholders’ equity
10,460,240

 
9,564,327

Noncontrolling interest
68,513

 
61,100

Total equity
10,528,753

 
9,625,427

Total liabilities and equity
$
23,166,600

 
$
22,261,918

  See accompanying notes.

84


VENTAS, INC.
CONSOLIDATED STATEMENTS OF INCOME
 
For the Years Ended December 31,
 
2016
 
2015
 
2014
 
(In thousands, except per share
amounts)
Revenues
 
 
 
 
 
Rental income:
 
 
 
 
 
Triple-net leased
$
845,834

 
$
779,801

 
$
674,547

Office
630,342

 
566,245

 
463,910

 
1,476,176

 
1,346,046

 
1,138,457

Resident fees and services
1,847,306

 
1,811,255

 
1,552,951

Office building and other services revenue
21,070

 
41,492

 
29,364

Income from loans and investments
98,094

 
86,553

 
51,778

Interest and other income
876

 
1,052

 
4,263

Total revenues
3,443,522

 
3,286,398

 
2,776,813

Expenses
 
 
 
 
 
Interest
419,740

 
367,114

 
292,065

Depreciation and amortization
898,924

 
894,057

 
725,216

Property-level operating expenses:
 
 
 
 
 
Senior living
1,242,978

 
1,209,415

 
1,036,556

Office
191,784

 
174,225

 
158,832

 
1,434,762

 
1,383,640

 
1,195,388

Office building services costs
7,311

 
26,565

 
17,092

General, administrative and professional fees
126,875

 
128,035

 
121,738

Loss on extinguishment of debt, net
2,779

 
14,411

 
5,564

Merger-related expenses and deal costs
24,635

 
102,944

 
43,304

Other
9,988

 
17,957

 
25,743

Total expenses
2,925,014

 
2,934,723

 
2,426,110

Income before unconsolidated entities, income taxes, discontinued operations, real estate dispositions and noncontrolling interest
518,508

 
351,675

 
350,703

Income (loss) from unconsolidated entities
4,358

 
(1,420
)
 
(139
)
Income tax benefit
31,343

 
39,284

 
8,732

Income from continuing operations
554,209

 
389,539

 
359,296

Discontinued operations
(922
)
 
11,103

 
99,735

Gain on real estate dispositions
98,203

 
18,580

 
17,970

Net income
651,490

 
419,222

 
477,001

Net income attributable to noncontrolling interest
2,259

 
1,379

 
1,234

Net income attributable to common stockholders
$
649,231

 
$
417,843

 
$
475,767

Earnings per common share
 
 
 
 
 
Basic:
 
 
 
 
 
Income from continuing operations attributable to common stockholders, including real estate dispositions
$
1.88

 
$
1.23

 
$
1.28

Discontinued operations
0.00

 
0.03

 
0.34

Net income attributable to common stockholders
$
1.88

 
$
1.26

 
$
1.62

Diluted:
 
 
 
 
 
Income from continuing operations attributable to common stockholders, including real estate dispositions
$
1.86

 
$
1.22

 
$
1.26

Discontinued operations
0.00

 
0.03

 
0.34

Net income attributable to common stockholders
$
1.86

 
$
1.25

 
$
1.60

Weighted average shares used in computing earnings per common share:
 
 
 
 
 
Basic
344,703

 
330,311

 
294,175

Diluted
348,390

 
334,007

 
296,677

  See accompanying notes.

85


VENTAS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 
For the Years Ended December 31,
 
2016
 
2015
 
2014
 
(In thousands)
 
 
 
 
 
 
Net income
$
651,490

 
$
419,222

 
$
477,001

Other comprehensive loss:
 
 
 
 
 
Foreign currency translation
(52,266
)
 
(14,792
)
 
(17,153
)
Change in unrealized gain on marketable debt securities
(310
)
 
(5,236
)
 
7,001

Other
2,607

 
(658
)
 
3,614

Total other comprehensive loss
(49,969
)
 
(20,686
)
 
(6,538
)
Comprehensive income
601,521

 
398,536

 
470,463

Comprehensive income attributable to noncontrolling interest
2,259

 
1,379

 
1,234

Comprehensive income attributable to common stockholders
$
599,262

 
$
397,157

 
$
469,229

See accompanying notes.

86



VENTAS, INC.
CONSOLIDATED STATEMENTS OF EQUITY
For the Years Ended December 31, 2016, 2015 and 2014
 
Common
Stock Par
Value
 
Capital in
Excess of
Par Value
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Retained
Earnings
(Deficit)
 
Treasury
Stock
 
Total Ventas
Stockholders’
Equity
 
Non- controlling
Interest
 
Total Equity
 
(In thousands, except per share amounts)
Balance at January 1, 2014
$
74,488

 
$
10,078,592

 
$
19,659

 
$
(1,126,541
)
 
$
(221,917
)
 
$
8,824,281

 
$
79,530

 
$
8,903,811

Net income

 

 

 
475,767

 

 
475,767

 
1,234

 
477,001

Other comprehensive loss

 

 
(6,538
)
 

 

 
(6,538
)
 

 
(6,538
)
Retirement of stock
(924
)
 
(220,152
)
 

 

 
221,076

 

 

 

Acquisition-related activity
37

 
10,141

 

 

 

 
10,178

 

 
10,178

Net change in noncontrolling interest

 
1,163

 

 

 

 
1,163

 
(8,477
)
 
(7,314
)
Dividends to common stockholders—$2.965 per share

 

 

 
(875,614
)
 

 
(875,614
)
 

 
(875,614
)
Issuance of common stock
845

 
241,262

 

 

 

 
242,107

 

 
242,107

Issuance of common stock for stock plans
173

 
29,266

 

 

 
3,858

 
33,297

 

 
33,297

Change in redeemable noncontrolling interest

 
(1,082
)
 

 

 

 
(1,082
)
 
1,926

 
844

Adjust redeemable OP unitholder interests to current fair value

 
(32,993
)
 

 

 

 
(32,993
)
 

 
(32,993
)
Purchase of OP units
1

 
(83
)
 

 

 

 
(82
)
 

 
(82
)
Grant of restricted stock, net of forfeitures
36

 
13,192

 

 

 
(3,528
)
 
9,700

 

 
9,700

Balance at December 31, 2014
74,656

 
10,119,306

 
13,121

 
(1,526,388
)
 
(511
)
 
8,680,184

 
74,213

 
8,754,397

Net income

 

 

 
417,843

 

 
417,843

 
1,379

 
419,222

Other comprehensive loss

 

 
(20,686
)
 

 

 
(20,686
)
 

 
(20,686
)
Acquisition-related activity
7,103

 
2,209,202

 

 

 

 
2,216,305

 
853

 
2,217,158

Impact of CCP Spin-Off

 
(1,247,356
)
 

 

 

 
(1,247,356
)
 
(4,717
)
 
(1,252,073
)
Net change in noncontrolling interest

 

 

 

 

 

 
(12,530
)
 
(12,530
)
Dividends to common stockholders—$3.04 per share

 

 

 
(1,003,413
)
 

 
(1,003,413
)
 

 
(1,003,413
)
Issuance of common stock
1,797

 
489,227

 

 

 

 
491,024

 

 
491,024

Issuance of common stock for stock plans
23

 
6,068

 

 

 
5,945

 
12,036

 

 
12,036

Change in redeemable noncontrolling interest

 
(374
)
 

 

 

 
(374
)
 
1,902

 
1,528

Adjust redeemable OP unitholder interests to current fair value

 
7,831

 

 

 

 
7,831

 

 
7,831

Purchase of OP units

 
1,719

 

 

 

 
1,719

 

 
1,719

Grant of restricted stock, net of forfeitures

 
17,215

 

 

 
(8,001
)
 
9,214

 

 
9,214

Balance at December 31, 2015
83,579

 
11,602,838

 
(7,565
)
 
(2,111,958
)
 
(2,567
)
 
9,564,327

 
61,100

 
9,625,427

Net income

 

 

 
649,231

 

 
649,231

 
2,259

 
651,490

Other comprehensive loss

 

 
(49,969
)
 

 

 
(49,969
)
 

 
(49,969
)
Impact of CCP Spin-Off

 
640

 

 

 

 
640

 

 
640

Net change in noncontrolling interest

 
(2,179
)
 

 

 

 
(2,179
)
 
19,008

 
16,829

Dividends to common stockholders—$2.965 per share

 

 

 
(1,024,968
)
 

 
(1,024,968
)
 

 
(1,024,968
)
Issuance of common stock
4,716

 
1,281,947

 

 

 
17

 
1,286,680

 

 
1,286,680

Issuance of common stock for stock plans
99

 
26,594

 

 

 
2,572

 
29,265

 

 
29,265

Change in redeemable noncontrolling interest

 
(1,714
)
 

 

 

 
(1,714
)
 
(13,854
)
 
(15,568
)
Adjust redeemable OP unitholder interests to current fair value

 
(21,085
)
 

 

 

 
(21,085
)
 

 
(21,085
)
Purchase of OP units
92

 
22,622

 

 

 
1,098

 
23,812

 

 
23,812

Grant of restricted stock, net of forfeitures
28

 
7,339

 

 

 
(1,167
)
 
6,200

 

 
6,200

Balance at December 31, 2016
$
88,514

 
$
12,917,002

 
$
(57,534
)
 
$
(2,487,695
)
 
$
(47
)
 
$
10,460,240

 
$
68,513

 
$
10,528,753

   See accompanying notes.

87


VENTAS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

 
For the Years Ended December 31,
 
2016
 
2015
 
2014
 
(In thousands)
Cash flows from operating activities:
 
 
 
 
 
Net income
$
651,490

 
$
419,222

 
$
477,001

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
 
Depreciation and amortization (including amounts in discontinued operations)
898,924

 
973,663

 
828,467

Amortization of deferred revenue and lease intangibles, net
(20,336
)
 
(24,129
)
 
(18,871
)
Other non-cash amortization
10,357

 
5,448

 
(312
)
Stock-based compensation
20,958

 
19,537

 
20,994

Straight-lining of rental income, net
(27,988
)
 
(33,792
)
 
(38,687
)
Loss on extinguishment of debt, net
2,779

 
14,411

 
5,564

Gain on real estate dispositions (including amounts in discontinued operations)
(98,203
)
 
(18,811
)
 
(19,183
)
Gain on real estate loan investments
(2,271
)
 

 
(1,455
)
Gain on sale of marketable securities

 
(5,800
)
 

Income tax benefit
(34,227
)
 
(42,384
)
 
(9,431
)
(Income) loss from unconsolidated entities
(4,358
)
 
1,244

 
139

Distributions from unconsolidated entities
7,598

 
23,462

 
6,508

Other
(1,847
)
 
6,693

 
9,416

Changes in operating assets and liabilities:
 
 
 
 
 
Decrease in other assets
5,560

 
42,316

 
5,317

Increase in accrued interest
2,604

 
19,995

 
7,958

Decrease in accounts payable and other liabilities
(43,583
)
 
(9,308
)
 
(18,580
)
Net cash provided by operating activities
1,367,457

 
1,391,767

 
1,254,845

Cash flows from investing activities:
 
 
 
 
 
Net investment in real estate property
(1,429,112
)
 
(2,650,788
)
 
(1,468,286
)
Investment in loans receivable and other
(158,635
)
 
(171,144
)
 
(498,992
)
Proceeds from real estate disposals
300,561

 
492,408

 
118,246

Proceeds from loans receivable
320,082

 
109,176

 
73,557

Purchase of marketable securities

 

 
(96,689
)
Proceeds from sale or maturity of marketable securities

 
76,800

 
21,689

Funds held in escrow for future development expenditures

 
4,003

 
4,590

Development project expenditures
(143,647
)
 
(119,674
)
 
(106,988
)
Capital expenditures
(117,456
)
 
(107,487
)
 
(87,454
)
Investment in unconsolidated operating entity

 
(26,282
)
 

Contributions to unconsolidated entities

 
(30,704
)
 
(5,598
)
Other
(6,436
)
 

 
(9,115
)
Net cash used in investing activities
(1,234,643
)
 
(2,423,692
)
 
(2,055,040
)
Cash flows from financing activities:
 
 
 
 
 
Net change in borrowings under credit facilities
(35,637
)
 
(723,457
)
 
540,203

Net cash impact of CCP Spin-Off

 
(128,749
)
 

Proceeds from debt
893,218

 
2,512,747

 
2,007,707

Proceeds from debt related to CCP Spin-Off

 
1,400,000

 

Repayment of debt
(1,022,113
)
 
(1,435,596
)
 
(1,151,395
)
Purchase of noncontrolling interest
(2,846
)
 
(3,819
)
 

Payment of deferred financing costs
(6,555
)
 
(24,665
)
 
(14,220
)
Issuance of common stock, net
1,286,680

 
491,023

 
242,107

Cash distribution to common stockholders
(1,024,968
)
 
(1,003,413
)
 
(875,614
)
Cash distribution to redeemable OP unitholders
(8,640
)
 
(15,095
)
 
(5,762
)
Purchases of redeemable OP units

 
(33,188
)
 
(503
)
Contributions from noncontrolling interest
7,326

 

 
491

Distributions to noncontrolling interest
(6,879
)
 
(12,649
)
 
(9,559
)
Other
22,136

 
6,983

 
24,602

Net cash provided by financing activities
101,722

 
1,030,122

 
758,057

Net increase (decrease) in cash and cash equivalents
234,536

 
(1,803
)
 
(42,138
)
Effect of foreign currency translation on cash and cash equivalents
(852
)
 
(522
)
 
2,670

Cash and cash equivalents at beginning of period
53,023

 
55,348

 
94,816

Cash and cash equivalents at end of period
$
286,707

 
$
53,023

 
$
55,348


88


VENTAS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
 
For the Years Ended December 31,
 
2016
 
2015
 
2014
 
(In thousands)
Supplemental disclosure of cash flow information:
 
 
 
 
 
Interest paid including swap payments and receipts
$
395,138

 
$
391,699

 
$
361,144

Supplemental schedule of non-cash activities:
 
 
 
 
 
Assets and liabilities assumed from acquisitions:
 
 
 
 
 
Real estate investments
$
69,092

 
$
2,565,960

 
$
370,741

Utilization of funds held for an Internal Revenue Code Section 1031 exchange
(6,954
)
 
(8,911
)
 

Other assets acquired
90,037

 
20,090

 
15,280

Debt assumed
47,641

 
177,857

 
241,076

Other liabilities
72,636

 
54,459

 
24,039

Deferred income tax liability
9,381

 
52,153

 
110,728

Noncontrolling interest
22,517

 
88,085

 

Equity issued

 
2,204,585

 
10,178

Non-cash impact of CCP Spin-Off

 
1,256,404

 

Equity issued for purchase of OP and Class C units
24,318

 

 

See accompanying notes.

89

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




NOTE 1—DESCRIPTION OF BUSINESS

Ventas, Inc. (together with its subsidiaries, unless otherwise indicated or except where the context otherwise requires, “we,” “us” or “our”), an S&P 500 company, is a real estate investment trust (“REIT”) with a highly diversified portfolio of seniors housing and healthcare properties located throughout the United States, Canada and the United Kingdom. As of December 31, 2016, we owned approximately 1,300 properties (including properties owned through investments in unconsolidated entities and properties classified as held for sale), consisting of seniors housing communities, medical office buildings (“MOBs”), life science and innovation centers, skilled nursing facilities (“SNFs”), specialty hospitals and general acute care hospitals, and we had six properties under development, including one property that is owned by an unconsolidated real estate entity. Our company was originally founded in 1983 and is headquartered in Chicago, Illinois.

We primarily invest in seniors housing and healthcare properties through acquisitions and lease our properties to unaffiliated tenants or operate them through independent third-party managers. As of December 31, 2016, we leased a total of 549 properties (excluding MOBs and 33 properties owned through investments in unconsolidated entities) to various healthcare operating companies under “triple-net” or “absolute-net” leases that obligate the tenants to pay all property-related expenses, including maintenance, utilities, repairs, taxes, insurance and capital expenditures, and we engaged independent operators, such as Atria Senior Living, Inc. (“Atria”) and Sunrise Senior Living, LLC (together with its subsidiaries, “Sunrise”), to manage 299 seniors housing communities (including one property owned through an investment in unconsolidated entities) for us pursuant to long-term management agreements.

Our three largest tenants, Brookdale Senior Living Inc. (together with its subsidiaries, “Brookdale Senior Living”), Kindred Healthcare, Inc. (together with its subsidiaries, “Kindred”) and Ardent Health Partners, LLC (together with its subsidiaries, “Ardent”) leased from us 140 properties (excluding six properties owned through investments in unconsolidated entities and excluding one property managed by Brookdale Senior Living pursuant to a long-term management agreement), 68 properties (excluding one MOB) and ten properties, respectively, as of December 31, 2016.

Through our Lillibridge Healthcare Services, Inc. (“Lillibridge”) subsidiary and our ownership interest in PMB Real Estate Services LLC (“PMBRES”), we also provide MOB management, leasing, marketing, facility development and advisory services to highly rated hospitals and health systems throughout the United States. In addition, from time to time, we make secured and other loans and investments relating to seniors housing and healthcare operators or properties.

As further discussed in “NOTE 5—DISPOSITIONS”, in August 2015 we completed the spin-off of most of our post-acute/skilled nursing facility portfolio into an independent, publicly traded REIT named Care Capital Properties, Inc. (“CCP”) (the “CCP Spin-Off”). The historical results of operations of the CCP properties are presented as discontinued operations in the accompanying Consolidated Financial Statements.

In September 2016, we completed the acquisition of substantially all of the university affiliated life science and innovation real estate assets of Wexford Science & Technology, LLC (“Wexford”) from affiliates of Blackstone Real Estate Partners VIII, L.P. (together with its affiliates, “Blackstone”) (the “Life Sciences Acquisition”).   As a result, we renamed our MOB operations reportable business segment “office operations,” which now includes both MOBs and life science assets.


NOTE 2—ACCOUNTING POLICIES
Principles of Consolidation
The accompanying Consolidated Financial Statements include our accounts and the accounts of our wholly owned subsidiaries and the joint venture entities over which we exercise control. All intercompany transactions and balances have been eliminated in consolidation, and our net earnings are reduced by the portion of net earnings attributable to noncontrolling interests.
U.S. generally accepted accounting principles (“GAAP”) requires us to identify entities for which control is achieved through means other than voting rights and to determine which business enterprise is the primary beneficiary of variable interest entities (“VIEs”). A VIE is broadly defined as an entity with one or more of the following characteristics: (a) the total equity investment at risk is insufficient to finance the entity’s activities without additional subordinated financial support; (b) as a group, the holders of the equity investment at risk lack (i) the ability to make decisions about the entity’s activities through

90

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; and (c) the equity investors have voting rights that are not proportional to their economic interests, and substantially all of the entity’s activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights. We consolidate our investment in a VIE when we determine that we are its primary beneficiary. We may change our original assessment of a VIE upon subsequent events such as the modification of contractual arrangements that affects the characteristics or adequacy of the entity’s equity investments at risk and the disposition of all or a portion of an interest held by the primary beneficiary.
We identify the primary beneficiary of a VIE as the enterprise that has both: (i) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance; and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could be significant to the entity. We perform this analysis on an ongoing basis.
As it relates to investments in joint ventures, GAAP may preclude consolidation by the sole general partner in certain circumstances based on the type of rights held by the limited partner(s). We assess limited partners’ rights and their impact on our consolidation conclusions, and we reassess if there is a change to the terms or in the exercisability of the rights of the limited partners, the sole general partner increases or decreases its ownership of limited partnership interests, or there is an increase or decrease in the number of outstanding limited partnership interests. We also apply this guidance to managing member interests in limited liability companies.
On January 1, 2016, we adopted Accounting Standards Update (“ASU”) 2015-02, Amendments to the Consolidation Analysis (“ASU 2015-02”), which makes certain changes to both the variable interest and voting models. The adoption of ASU 2015-02 did not result in any changes to our conclusions regarding the consolidation of investments under the new standard. We identified several entities already consolidated under the previous standard but not considered VIEs, which under the new standard are considered VIEs and will continue to be consolidated. In general, each of these consolidated VIEs has the following common characteristics:

VIEs in the legal form of a limited partnership (“LP”) or limited liability company (“LLC”);
The VIEs were designed to own and manage their underlying real estate investments;
Ventas (or a subsidiary thereof) is the general partner or managing member of the VIE;
Ventas (or a subsidiary thereof) also owns a majority of the voting interests in the VIE;
A minority of voting interests in the VIE are owned by external third parties, unrelated to us;
The minority owners do not have substantive kick-out or participating rights in the VIEs; and
Ventas (or a subsidiary thereof) is the primary beneficiary of the VIE.
As part of the Life Sciences Acquisition, we identified certain special purpose entities that were established to allow investments in life science projects by tax credit investors (“TCIs”). We have determined that these special purpose entities are VIEs and that Ventas is the primary beneficiary of the VIEs, and therefore we consolidate these special purpose entities. Our primary beneficiary determination is based upon several factors, including but not limited to the rights we have in directing the activities which most significantly impact the VIEs’ economic performance as well as certain guarantees which protect the TCIs from losses should a tax credit recapture event occur.
In general, the assets of the consolidated VIEs are available only for the settlement of the obligations of the respective entities. Unless otherwise required by the LP or LLC agreement, any mortgage loans of the consolidated VIEs are non-recourse to us. The table below summarizes the total assets and liabilities of our consolidated VIEs as reported on our Consolidated Balance Sheets.
 
 
December 31, 2016
 
December 31, 2015
 
 
Total Assets
 
Total Liabilities
 
Total Assets
 
Total Liabilities
 
 
(In thousands)
 
 
 
 
 
 
 
 
 
NHP/PMB L.P.
 
$
639,763

 
$
199,674

 
$
645,109

 
$
203,235

Ventas Realty Capital Healthcare Trust Operating Partnership, L.P.
 
2,143,139

 
162,426

 
2,367,296

 
233,600

Other identified VIEs
 
1,882,336

 
354,034

 
1,582,430

 
431,582

Wexford tax credit VIEs(1)
 
981,752

 
234,109

 
 
(1) 
Balances relate to the Life Sciences Acquisition.


91

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Investments in Unconsolidated Entities
We report investments in unconsolidated entities over whose operating and financial policies we have the ability to exercise significant influence under the equity method of accounting. Under this method of accounting, our share of the investee’s earnings or losses is included in our Consolidated Statements of Income.
We base the initial carrying value of investments in unconsolidated entities on the fair value of the assets at the time we acquired the joint venture interest. We estimate fair values for our equity method investments based on discounted cash flow models that include all estimated cash inflows and outflows over a specified holding period and, where applicable, any estimated debt premiums or discounts. The capitalization rates, discount rates and credit spreads we use in these models are based upon assumptions that we believe to be within a reasonable range of current market rates for the respective investments.
We generally amortize any difference between our cost basis and the basis reflected at the joint venture level, if any, over the lives of the related assets and liabilities and include that amortization in our share of income or loss from unconsolidated entities. For earnings of equity method investments with pro rata distribution allocations, net income or loss is allocated between the partners in the joint venture based on their respective stated ownership percentages. In other instances, net income or loss is allocated between the partners in the joint venture based on the hypothetical liquidation at book value method (the “HLBV method”). Under the HLBV method, net income or loss is allocated between the partners based on the difference between each partner’s claim on the net assets of the joint venture at the end and beginning of the period, after taking into account contributions and distributions. Each partner’s share of the net assets of the joint venture is calculated as the amount that the partner would receive if the joint venture were to liquidate all of its assets at net book value and distribute the resulting cash to creditors and partners in accordance with their respective priorities. Under this method, in any given period, we could record more or less income than the joint venture has generated, than actual cash distributions received or than the amount we may receive in the event of an actual liquidation.
Redeemable OP Unitholder and Noncontrolling Interests
We own a majority interest in NHP/PMB L.P. (“NHP/PMB”), a limited partnership formed in 2008 to acquire properties from entities affiliated with Pacific Medical Buildings LLC. We consolidate NHP/PMB, as our wholly owned subsidiary is the general partner, who is the primary beneficiary of this VIE. As of December 31, 2016, third party investors owned 2,746,737 Class A limited partnership units in NHP/PMB (“OP Units”), which represented 27.7% of the total units then outstanding, and we owned 7,156,146 Class B limited partnership units in NHP/PMB, representing the remaining 72.3%. At any time following the first anniversary of the date of their issuance, the OP Units may be redeemed at the election of the holder for cash or, at our option, 0.9051 shares of our common stock per unit, and subject to further adjustment in certain circumstances. We are party by assumption to a registration rights agreement with the holders of the OP Units that requires us, subject to the terms and conditions and certain exceptions set forth therein, to file and maintain a registration statement relating to the issuance of shares of our common stock upon redemption of OP Units.
As of December 31, 2016, we owned a majority interest in Ventas Realty Capital Healthcare Trust Operating Partnership, L.P. (“Ventas Realty OP”) and we consolidated this entity, as our wholly owned subsidiary was the general partner, who was the primary beneficiary of this VIE. The limited partnership units (“Class C Units”) may be redeemed at the election of the holder for one share of our common stock per unit or, at our option, an equivalent amount in cash, subject to adjustment in certain circumstances. We are party by assumption to a registration rights agreement with the holders of the Class C Units that requires us, subject to the terms and conditions and certain exceptions set forth therein, to file and maintain a registration statement relating to the issuance of shares of our common stock upon redemption of Class C Units. As of December 31, 2016, third party investors owned 341,776 Class C Units, which represented 1.1% of the total units then outstanding, and we owned 29,327,561 Class C Units and 176,374 OP units in Ventas Realty OP, representing the remaining 98.9%.
During 2016, third party investors redeemed 65,581 OP Units and 331,208 Class C Units for 390,558 shares of Ventas common stock, valued at $24.3 million. During 2015, third party investors redeemed 9,309 OP Units and 445,541 Class C Units for approximately $33.2 million.
In January 2017, third party investors redeemed the remaining 341,776 Class C Units outstanding for 341,776 shares of Ventas common stock, valued at $20.9 million. After giving effect to such redemptions, Ventas Realty OP is our wholly owned subsidiary.
As redemption rights are outside of our control, the redeemable OP Units and Class C Units (together, the “OP Unitholder Interests”) are classified outside of permanent equity on our Consolidated Balance Sheets. We reflect the redeemable OP Unitholder Interests at the greater of cost or fair value. As of December 31, 2016 and 2015, the fair value of the redeemable OP Unitholder Interests was $177.2 million and $188.5 million, respectively. We recognize changes in fair value through capital

92

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


in excess of par value, net of cash distributions paid and purchases by us of any OP Unitholder Interests. Our diluted earnings per share (“EPS”) includes the effect of any potential shares outstanding from redemption of the OP Unitholder Interests.
Certain noncontrolling interests of other consolidated joint ventures were also classified as redeemable at December 31, 2016 and 2015. Accordingly, we record the carrying amount of these noncontrolling interests at the greater of their initial carrying amount (increased or decreased for the noncontrolling interest’s share of net income or loss and distributions) or the redemption value. Our joint venture partners have certain redemption rights with respect to their noncontrolling interests in these joint ventures that are outside of our control, and the redeemable noncontrolling interests are classified outside of permanent equity on our Consolidated Balance Sheets. We recognize changes in carrying value of redeemable noncontrolling interests through capital in excess of par value.
Noncontrolling Interests
Excluding the redeemable noncontrolling interests described above, we present the portion of any equity that we do not own in entities that we control (and thus consolidate) as noncontrolling interests and classify those interests as a component of consolidated equity, separate from total Ventas stockholders’ equity, on our Consolidated Balance Sheets. For consolidated joint ventures with pro rata distribution allocations, net income or loss is allocated between the joint venture partners based on their respective stated ownership percentages. In other instances, net income or loss is allocated between the joint venture partners based on the HLBV method. We account for purchases or sales of equity interests that do not result in a change of control as equity transactions, through capital in excess of par value. In addition, we include net income attributable to the noncontrolling interests in net income in our Consolidated Statements of Income.
Accounting for Historic and New Markets Tax Credits
As part of the Life Sciences Acquisition, we are party to certain contractual arrangements with TCIs that were established to enable the TCIs to receive benefits of historic tax credits (“HTCs”) and/or new market tax credits (“NMTCs”) for certain properties owned by Ventas. As of December 31, 2016, we own 11 properties (two of which were in development) that had syndicated HTCs or NMTCs, or both, to TCIs.
In general, capital contributions are made by TCIs into special purpose entities that invest in entities owning the subject property that generates the tax credits. The TCIs receive substantially all of the tax credits and hold only a noncontrolling interest in the economic risk and benefits of the special purpose entities.
HTCs are delivered to the TCIs upon substantial completion of the project. NMTCs are allowed for up to 39% of a qualified investment and are delivered to the TCIs after the investment has been funded and spent on a qualified business. HTCs are subject to 20% recapture per year beginning one year after the completion of the historic rehabilitation of the subject property. NMTCs are subject to 100% recapture until the end of the seventh year following the qualifying investment. We have provided the TCIs with certain guarantees which protect the TCIs from losses should a tax credit recapture event occur. The contractual arrangements with the TCIs include a put/call provision whereby we may be obligated or entitled to repurchase the ownership interest of the TCIs in the special purpose entities at the end of the tax credit recapture period. We anticipate that either the TCIs will exercise their put rights or we will exercise our call rights.
The portion of the TCI’s capital contribution that is attributed to the put is recorded at fair value at inception in accounts payable and other liabilities on our Consolidated Balance Sheets, and is accreted to the expected put price as interest expense in our Consolidated Statements of Income over the recapture period. The remaining balance of the TCI’s capital contribution is initially recorded in accounts payable and other liabilities on our Consolidated Balance Sheets and will be relieved upon delivery of the tax credit to the TCI, as a reduction in the carrying value of the subject property, net of allocated expenses. Direct and incremental costs incurred in structuring the transaction are deferred and will be recognized as an increase in the cost basis of the subject property upon the recognition of the related tax credit as discussed above.
Accounting Estimates
The preparation of financial statements in accordance with GAAP requires us to make estimates and assumptions regarding future events that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Business Combinations
We account for acquisitions using the acquisition method and record the cost of the businesses acquired among tangible and recognized intangible assets and liabilities based upon their estimated fair values as of the acquisition date. Recognized intangibles primarily include the value of in-place leases, acquired lease contracts, tenant and customer

93

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


relationships, trade names/trademarks and goodwill. We do not amortize goodwill, which represents the excess of the purchase price paid over the fair value of the net assets of the acquired business.
We estimate the fair value of buildings acquired on an as-if-vacant basis, or replacement cost basis and depreciate the building value over the estimated remaining life of the building, generally not to exceed 35 years. We determine the fair value of other fixed assets, such as site improvements and furniture, fixtures and equipment, based upon the replacement cost and depreciate such value over the assets’ estimated remaining useful lives as determined at the applicable acquisition date. We determine the value of land either by considering the sales prices of similar properties in recent transactions or based on internal analyses of recently acquired and existing comparable properties within our portfolio. We generally determine the value of construction in progress based upon the replacement cost. However, for certain acquired properties that are part of a ground-up development, we determine fair value by using the same valuation approach as for all other properties and deducting the estimated cost to complete the development. During the remaining construction period, we capitalize project costs until the development has reached substantial completion. Construction in progress, including capitalized interest, is not depreciated until the development has reached substantial completion.
The fair value of acquired lease-related intangibles, if any, reflects: (i) the estimated value of any above and/or below market leases, determined by discounting the difference between the estimated market rent and in-place lease rent; and (ii) the estimated value of in-place leases related to the cost to obtain tenants, including leasing commissions, and an estimated value of the absorption period to reflect the value of the rent and recovery costs foregone during a reasonable lease-up period as if the acquired space was vacant. We amortize any acquired lease-related intangibles to revenue or amortization expense over the remaining life of the associated lease plus any assumed bargain renewal periods. If a lease is terminated prior to its stated expiration or not renewed upon expiration, we recognize all unamortized amounts of lease-related intangibles associated with that lease in operations at that time.
We estimate the fair value of purchase option intangible assets and liabilities, if any, by discounting the difference between the applicable property’s acquisition date fair value and an estimate of its future option price. We do not amortize the resulting intangible asset or liability over the term of the lease, but rather adjust the recognized value of the asset or liability upon sale.
We estimate the fair value of tenant or other customer relationships acquired, if any, by considering the nature and extent of existing business relationships with the tenant or customer, growth prospects for developing new business with the tenant or customer, the tenant’s credit quality, expectations of lease renewals with the tenant, and the potential for significant, additional future leasing arrangements with the tenant, and we amortize that value over the expected life of the associated arrangements or leases, including the remaining terms of the related leases and any expected renewal periods. We estimate the fair value of trade names and trademarks using a royalty rate methodology and amortize that value over the estimated useful life of the trade name or trademark.
In connection with a business combination, we may assume rights and obligations under certain lease agreements pursuant to which we become the lessee of a given property. We assume the lease classification previously determined by the prior lessee absent a modification in the assumed lease agreement. We assess assumed operating leases, including ground leases, to determine whether the lease terms are favorable or unfavorable to us given current market conditions on the acquisition date. To the extent the lease terms are favorable or unfavorable to us relative to market conditions on the acquisition date, we recognize an intangible asset or liability at fair value and amortize that asset or liability to interest or rental expense in our Consolidated Statements of Income over the applicable lease term. We include all lease-related intangible assets and liabilities within acquired lease intangibles and accounts payable and other liabilities, respectively, on our Consolidated Balance Sheets.
We determine the fair value of loans receivable acquired in connection with a business combination by discounting the estimated future cash flows using current interest rates at which similar loans with the same terms and length to maturity would be made to borrowers with similar credit ratings. We do not establish a valuation allowance at the acquisition date because the estimated future cash flows already reflect our judgment regarding their uncertainty. We recognize the difference between the acquisition date fair value and the total expected cash flows as interest income using an effective interest method over the life of the applicable loan. Subsequent to the acquisition date, we evaluate changes regarding the uncertainty of future cash flows and the need for a valuation allowance, as appropriate.
We estimate the fair value of noncontrolling interests assumed consistent with the manner in which we value all of the underlying assets and liabilities.
We calculate the fair value of long-term assumed debt by discounting the remaining contractual cash flows on each instrument at the current market rate for those borrowings, which we approximate based on the rate at which we would expect

94

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


to incur a replacement instrument on the date of acquisition, and recognize any fair value adjustments related to long-term debt as effective yield adjustments over the remaining term of the instrument.
Impairment of Long-Lived and Intangible Assets
We periodically evaluate our long-lived assets, primarily consisting of investments in real estate, for impairment indicators. If indicators of impairment are present, we evaluate the carrying value of the related real estate investments in relation to the future undiscounted cash flows of the underlying operations. In performing this evaluation, we consider market conditions and our current intentions with respect to holding or disposing of the asset. We adjust the net book value of leased properties and other long-lived assets to fair value if the sum of the expected future undiscounted cash flows, including sales proceeds, is less than book value. We recognize an impairment loss at the time we make any such determination.
If impairment indicators arise with respect to intangible assets with finite useful lives, we evaluate impairment by comparing the carrying amount of the asset to the estimated future undiscounted net cash flows expected to be generated by the asset. If estimated future undiscounted net cash flows are less than the carrying amount of the asset, then we estimate the fair value of the asset and compare the estimated fair value to the intangible asset’s carrying value. We recognize any shortfall from carrying value as an impairment loss in the current period.
We evaluate our investments in unconsolidated entities for impairment at least annually, and whenever events or changes in circumstances indicate that the carrying value of our investment may exceed its fair value. If we determine that a decline in the fair value of our investment in an unconsolidated entity is other-than-temporary, and if such reduced fair value is below the carrying value, we record an impairment.
We test goodwill for impairment at least annually, and more frequently if indicators arise. We first assess qualitative factors, such as current macroeconomic conditions, state of the equity and capital markets and our overall financial and operating performance, to determine the likelihood that the fair value of a reporting unit is less than its carrying amount. If we determine it is more likely than not that the fair value of a reporting unit is less than its carrying amount, we proceed with the two-step approach to evaluating impairment. First, we estimate the fair value of the reporting unit and compare it to the reporting unit’s carrying value. If the carrying value exceeds fair value, we proceed with the second step, which requires us to assign the fair value of the reporting unit to all of the assets and liabilities of the reporting unit as if it had been acquired in a business combination at the date of the impairment test. The excess fair value of the reporting unit over the amounts assigned to the assets and liabilities is the implied value of goodwill and is used to determine the amount of impairment. We recognize an impairment loss to the extent the carrying value of goodwill exceeds the implied value in the current period.
Estimates of fair value used in our evaluation of goodwill (if necessary based on our qualitative assessment), investments in real estate, investments in unconsolidated entities and intangible assets are based upon discounted future cash flow projections or other acceptable valuation techniques that are based, in turn, upon all available evidence including level three inputs, such as revenue and expense growth rates, estimates of future cash flows, capitalization rates, discount rates, general economic conditions and trends, or other available market data. Our ability to accurately predict future operating results and cash flows and to estimate and determine fair values impacts the timing and recognition of impairments. While we believe our assumptions are reasonable, changes in these assumptions may have a material impact on our financial results.
Assets Held for Sale and Discontinued Operations
We sell properties from time to time for various reasons, including favorable market conditions or the exercise of purchase options by tenants. We classify certain long-lived assets as held for sale once the criteria, as defined by GAAP, has been met. Long-lived assets to be disposed of are reported at the lower of their carrying amount or fair value minus cost to sell and are no longer depreciated. We report discontinued operations when the following criteria are met: (1) a component of an entity or group of components that has been disposed of or classified as held for sale and represents a strategic shift that has or will have a major effect on an entity’s operations and financial results; or (2) an acquired business that is classified as held for sale on the acquisition date. Assets relating to the CCP Spin-Off were reported as discontinued operations once the transaction was completed. The results of operations for assets meeting the definition of discontinued operations are reflected in our Consolidated Statements of Income as discontinued operations for all periods presented. We allocate estimated interest expense to discontinued operations based on property values and our weighted average interest rate or the property’s actual mortgage interest.
Loans Receivable
We record loans receivable, other than those acquired in connection with a business combination, on our Consolidated Balance Sheets (either in secured loans receivable and investments, net or other assets, in the case of non-mortgage loans receivable) at the unpaid principal balance, net of any deferred origination fees, purchase discounts or premiums and valuation

95

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allowances. We amortize net deferred origination fees, which are comprised of loan fees collected from the borrower net of certain direct costs, and purchase discounts or premiums over the contractual life of the loan using the effective interest method and immediately recognize in income any unamortized balances if the loan is repaid before its contractual maturity.
We regularly evaluate the collectibility of loans receivable based on factors such as corporate and facility-level financial and operational reports, compliance with financial covenants set forth in the applicable loan agreement, the financial strength of the borrower and any guarantor, the payment history of the borrower and current economic conditions. If our evaluation of these factors indicates it is probable that we will be unable to collect all amounts due under the terms of the applicable loan agreement, we provide a reserve against the portion of the receivable that we estimate may not be collected.
Cash Equivalents
Cash equivalents consist of highly liquid investments with a maturity date of three months or less when purchased. These investments are stated at cost, which approximates fair value.
Escrow Deposits and Restricted Cash
Escrow deposits consist of amounts held by us or our lenders to provide for future real estate tax, insurance expenditures and tenant improvements related to our properties and operations. Restricted cash generally represents amounts paid to us for security deposits and other similar purposes.
Deferred Financing Costs
We amortize deferred financing costs, which are reported within senior notes payable and other debt on our Consolidated Balance Sheets, as a component of interest expense over the terms of the related borrowings using a method that approximates a level yield. Amortized costs of approximately $17.9 million, $18.7 million and $16.9 million were included in interest expense for the years ended December 31, 2016, 2015 and 2014, respectively.
Marketable Debt and Equity Securities
We record marketable debt and equity securities as available-for-sale and classify them as a component of other assets on our Consolidated Balance Sheets (other than our interests in government-sponsored pooled loan investments, which are classified as secured loans receivable and investments, net on our Consolidated Balance Sheets). We record these securities at fair value and include unrealized gains and losses recorded in stockholders’ equity as a component of accumulated other comprehensive income on our Consolidated Balance Sheets. We report interest income, including discount or premium amortization, on marketable debt securities and gains or losses on securities sold, which are based on the specific identification method, in income from loans and investments in our Consolidated Statements of Income.
Derivative Instruments
We recognize all derivative instruments in other assets or accounts payable and other liabilities on our Consolidated Balance Sheets at fair value as of the reporting date. We recognize changes in the fair value of derivative instruments in other expenses in our Consolidated Statements of Income or accumulated other comprehensive income on our Consolidated Balance Sheets, depending on the intended use of the derivative and our designation of the instrument.
We do not use our derivative financial instruments, including interest rate caps, interest rate swaps and foreign currency forward contracts, for trading or speculative purposes. Our foreign currency forward contracts and certain of our interest rate swaps (including the interest rate swap contracts of unconsolidated joint ventures) are designated as effectively hedging the variability of expected cash flows related to their underlying securities and, therefore, also are recorded on our Consolidated Balance Sheets at fair value, with changes in the fair value of these instruments recognized in accumulated other comprehensive income on our Consolidated Balance Sheets. We recognize our proportionate share of the change in fair value of swap contracts of our unconsolidated joint ventures in accumulated other comprehensive income on our Consolidated Balance Sheets. Certain of our other interest rate swaps and rate caps were not designated as having a hedging relationship with the underlying securities and therefore do not meet the criteria for hedge accounting under GAAP. Accordingly, these interest rate swaps are recorded on our Consolidated Balance Sheets at fair value, and we recognize changes in the fair value of these instruments in current earnings (in other expenses) in our Consolidated Statements of Income.
Fair Values of Financial Instruments
Fair value is a market-based measurement, not an entity-specific measurement, and we determine fair value based on the assumptions that we expect market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, GAAP establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that

96

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are classified within levels one and two of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within level three of the hierarchy).
Level one inputs utilize unadjusted quoted prices for identical assets or liabilities in active markets that we have the ability to access. Level two inputs are inputs other than quoted prices included in level one that are directly or indirectly observable for the asset or liability. Level two inputs may include quoted prices for similar assets and liabilities in active markets and other inputs for the asset or liability that are observable at commonly quoted intervals, such as interest rates, foreign exchange rates and yield curves. Level three inputs are unobservable inputs for the asset or liability, which typically are based on our own assumptions, because there is little, if any, related market activity. If the determination of the fair value measurement is based on inputs from different levels of the hierarchy, the level within which the entire fair value measurement falls is the lowest level input that is significant to the fair value measurement in its entirety. If the volume and level of market activity for an asset or liability has decreased significantly relative to the normal market activity for such asset or liability (or similar assets or liabilities), then transactions or quoted prices may not accurately reflect fair value. In addition, if there is evidence that a transaction for an asset or liability is not orderly, little, if any, weight is placed on that transaction price as an indicator of fair value. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.
We use the following methods and assumptions in estimating the fair value of our financial instruments.
Cash and cash equivalents - The carrying amount of unrestricted cash and cash equivalents reported on our Consolidated Balance Sheets approximates fair value due to the short maturity of these instruments.
Escrow deposits and restricted cash - The carrying amount of escrow deposits and restricted cash reported on our Consolidated Balance Sheets approximates fair value due to the short maturity of these instruments.
Loans receivable - We estimate the fair value of loans receivable using level two and level three inputs: we discount future cash flows using current interest rates at which similar loans with the same terms and length to maturity would be made to borrowers with similar credit ratings.
Marketable debt securities - We estimate the fair value of corporate bonds, if any, using level two inputs: we observe quoted prices for similar assets or liabilities in active markets that we have the ability to access. We estimate the fair value of certain government-sponsored pooled loan investments using level three inputs: we consider credit spreads, underlying asset performance and credit quality and default rates.
Derivative instruments - With the assistance of a third party, we estimate the fair value of derivative instruments, including interest rate caps, interest rate swaps, and foreign currency forward contracts using level two inputs: for interest rate caps, we observe forward yield curves and other relevant information; for interest rate swaps, we observe alternative financing rates derived from market-based financing rates, forward yield curves and discount rates; and for foreign currency forward contracts, we estimate the future values of the two currency tranches using forward exchange rates that are based on traded forward points and calculate a present value of the net amount using a discount factor based on observable traded interest rates.
Senior notes payable and other debt - We estimate the fair value of senior notes payable and other debt using level two inputs: we discount the future cash flows using current interest rates at which we could obtain similar borrowings. For mortgage debt, we may estimate fair value using level three inputs, similar to those used in determining fair value of loans receivable (above).
Redeemable OP unitholder interests - We estimate the fair value of our redeemable OP unitholder interests using level one inputs: we base fair value on the closing price of our common stock, as OP Units may be redeemed at the election of the holder for cash or, at our option, shares of our common stock, subject to adjustment in certain circumstances.
Revenue Recognition
Triple-Net Leased Properties and Office Operations
Certain of our triple-net leases and most of our MOB and life science innovation center (collectively, “office operations”) leases provide for periodic and determinable increases in base rent. We recognize base rental revenues under these leases on a straight-line basis over the applicable lease term when collectability is reasonably assured. Recognizing rental income on a straight-line basis generally results in recognized revenues during the first half of a lease term exceeding the cash amounts contractually due from our tenants, creating a straight-line rent receivable that is included in other assets on our Consolidated Balance Sheets. At December 31, 2016 and 2015, this cumulative excess totaled $244.6 million (net of allowances

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of $109.8 million) and $219.1 million (net of allowances of $101.4 million), respectively (excluding properties classified as held for sale).
Certain of our leases provide for periodic increases in base rent only if certain revenue parameters or other substantive contingencies are met. We recognize the increased rental revenue under these leases as the related parameters or contingencies are met, rather than on a straight-line basis over the applicable lease term.
Senior Living Operations
We recognize resident fees and services, other than move-in fees, monthly as services are provided. We recognize move-in fees on a straight-line basis over the average resident stay. Our lease agreements with residents generally have terms of 12 to 18 months and are cancelable by the resident upon 30 days’ notice.
Other
We recognize interest income from loans and investments, including discounts and premiums, using the effective interest method when collectibility is reasonably assured. We apply the effective interest method on a loan-by-loan basis and recognize discounts and premiums as yield adjustments over the related loan term. We recognize interest income on an impaired loan to the extent our estimate of the fair value of the collateral is sufficient to support the balance of the loan, other receivables and all related accrued interest. When the balance of the loan, other receivables and all related accrued interest is equal to or less than our estimate of the fair value of the collateral, we recognize interest income on a cash basis. We provide a reserve against an impaired loan to the extent our total investment in the loan exceeds our estimate of the fair value of the loan collateral.
We recognize income from rent, lease termination fees, development services, management advisory services, and all other income when all of the following criteria are met in accordance with Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin 104: (i) the applicable agreement has been fully executed and delivered; (ii) services have been rendered; (iii) the amount is fixed or determinable; and (iv) collectibility is reasonably assured.
Allowances
We assess the collectibility of our rent receivables, including straight-line rent receivables. We base our assessment of the collectibility of rent receivables (other than straight-line rent receivables) on several factors, including, among other things, payment history, the financial strength of the tenant and any guarantors, the value of the underlying collateral, if any, and current economic conditions. If our evaluation of these factors indicates it is probable that we will be unable to recover the full value of the receivable, we provide a reserve against the portion of the receivable that we estimate may not be recovered. We also base our assessment of the collectibility of straight-line rent receivables on several factors, including, among other things, the financial strength of the tenant and any guarantors, the historical operations and operating trends of the property, the historical payment pattern of the tenant and the type of property. If our evaluation of these factors indicates it is probable that we will be unable to receive the rent payments due in the future, we provide a reserve against the recognized straight-line rent receivable asset for the portion, up to its full value, that we estimate may not be recovered. If we change our assumptions or estimates regarding the collectibility of future rent payments required by a lease, we may adjust our reserve to increase or reduce the rental revenue recognized in the period we make such change in our assumptions or estimates.
Stock-Based Compensation
We recognize share-based payments to employees and directors, including grants of stock options, included in General, administrative and professional fees in our Consolidated Statements of Income generally on a straight-line basis over the requisite service period based on the grant date fair value of the award.
Gain on Sale of Assets
We recognize sales of assets only upon the closing of the transaction with the purchaser. We record payments received from purchasers prior to closing as deposits and classify them as other assets on our Consolidated Balance Sheets. We recognize gains (net of any taxes) on assets sold using the full accrual method upon closing if the collectibility of the sales price is reasonably assured, we are not obligated to perform any significant activities after the sale to earn the profit, we have received adequate initial investment from the purchaser, and other profit recognition criteria have been satisfied. We may defer recognition of gains in whole or in part until: (i) the profit is determinable, meaning that the collectibility of the sales price is reasonably assured or the amount that will not be collectible can be estimated; and (ii) the earnings process is virtually complete, meaning that we are not obliged to perform any significant activities after the sale to earn the profit.
     

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Federal Income Tax
We have elected to be treated as a REIT under the applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), for every year beginning with the year ended December 31, 1999. Accordingly, we generally are not subject to federal income tax on net income that we distribute to our stockholders, provided that we continue to qualify as a REIT. However, with respect to certain of our subsidiaries that have elected to be treated as taxable REIT subsidiaries (“TRS” or “TRS entities”), we record income tax expense or benefit, as those entities are subject to federal income tax similar to regular corporations. Certain foreign subsidiaries are subject to foreign income tax, although they did not elect to be treated as TRSs.
We account for deferred income taxes using the asset and liability method and recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in our financial statements or tax returns. Under this method, we determine deferred tax assets and liabilities based on the differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Any increase or decrease in the deferred tax liability that results from a change in circumstances, and that causes us to change our judgment about expected future tax consequences of events, is included in the tax provision when such changes occur. Deferred income taxes also reflect the impact of operating loss and tax credit carryforwards. A valuation allowance is provided if we believe it is more likely than not that all or some portion of the deferred tax asset will not be realized. Any increase or decrease in the valuation allowance that results from a change in circumstances, and that causes us to change our judgment about the realizability of the related deferred tax asset, is included in the tax provision when such changes occur.
We recognize the tax benefit from an uncertain tax position claimed or expected to be claimed on a tax return only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. We recognize interest and penalties, if applicable, related to uncertain tax positions as part of income tax benefit (expense).
Foreign Currency
Certain of our subsidiaries’ functional currencies are the local currencies of their respective foreign jurisdictions. We translate the results of operations of our foreign subsidiaries into U.S. dollars using average rates of exchange in effect during the period, and we translate balance sheet accounts using exchange rates in effect at the end of the period. We record resulting currency translation adjustments in accumulated other comprehensive income, a component of stockholders’ equity, on our Consolidated Balance Sheets, and we record foreign currency transaction gains and losses in our Consolidated Statements of Income.
Segment Reporting
As of December 31, 2016, 2015 and 2014, we operated through three reportable business segments: triple-net leased properties; senior living operations; and office operations. In our triple-net leased properties segment, we invest in seniors housing and healthcare properties throughout the United States and the United Kingdom and lease those properties to healthcare operating companies under “triple-net” or “absolute-net” leases that obligate the tenants to pay all property-related expenses. In our senior living operations segment, we invest in seniors housing communities throughout the United States and Canada and engage independent operators, such as Atria and Sunrise, to manage those communities. In our office operations segment, we primarily acquire, own, develop, lease, and manage MOBs and life science and innovation centers throughout the United States. See “NOTE 19—SEGMENT INFORMATION.”
Operating Leases
We account for payments made pursuant to operating leases in our Consolidated Statements of Income based on actual rent paid, plus or minus a straight-line rent adjustment for leases that provide for periodic and determinable increases in base rent.
Recently Issued or Adopted Accounting Standards
On January 1, 2016, we adopted ASU 2015-16, Simplifying the Accounting for Measurement-Period Adjustments (“ASU 2015-16”) to simplify the accounting for business combinations, specifically as it relates to measurement-period adjustments. Acquiring entities in a business combination must recognize measurement-period adjustments in the reporting period in which the adjustment amounts are determined. Also, ASU 2015-16 requires entities to present separately on the face of the income statement (or disclose in the notes to the financial statements) the portion of the amount recorded in the current period earnings, by line item, that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. Adoption of this ASU did not have a significant impact on our consolidated financial statements.

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On January 1, 2017 we adopted ASU 2017-01, Clarifying the Definition of a Business (“ASU 2017-01”) which narrows the FASB’s definition of a business and provides a framework that gives entities a basis for making reasonable judgments about whether a transaction involves an asset or a business. ASU 2017-01 states that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or group of similar identifiable assets, the set is not a business. If this initial test is not met, a set cannot be considered a business unless it includes an input and a substantive process that together significantly contribute to the ability to create output. This ASU is to be applied prospectively and we expect that many of our future real estate acquisitions will be accounted for as asset acquisitions in accordance with ASC 805, which provides for the capitalization of transaction costs and no recognition of goodwill.
On January 1, 2017 we adopted ASU 2016-09, Compensation - Stock Compensation (“ASU 2016-09”) which simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for forfeitures and statutory tax withholding requirements, as well as classification in the statement of cash flows. Adoption of this ASU is not expected to have a significant impact on our consolidated financial statements.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”), which introduces a lessee model that brings most leases on the balance sheet and amongst other changes, eliminates the requirement in current GAAP for an entity to use bright-line tests in determining lease classification. The amendments in ASU 2016-02 do not significantly change the current lessor accounting model. ASU 2016-02 is not effective for the Company until January 1, 2019 with early adoption permitted. We have begun our process for implementing this guidance, including developing an inventory of all leases as well as identifying any non-lease components in our lease arrangements. We are continuing to evaluate this guidance and the impact to us, as both lessor and lessee, on our consolidated financial statements.
In 2014, the FASB issued ASU 2014-09, Revenue From Contracts With Customers (“ASU 2014-09”), which outlines a comprehensive model for entities to use in accounting for revenue arising from contracts with customers. ASU 2014-09 states that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” While ASU 2014-09 specifically references contracts with customers, it may apply to certain other transactions such as the sale of real estate or equipment. In 2015, the FASB provided for a one-year deferral of the effective date for ASU 2014-09, which is now effective for us beginning January 1, 2018. We have begun our process for implementing this guidance, including performing a preliminary review of all revenue streams to identify any differences in the timing, measurement or presentation of revenue recognition. We are continuing to evaluate ASU 2014-09 (and related clarifying guidance issued by the FASB) and the allowable methods of adoption; however, we do not expect its adoption to have a significant impact on our consolidated financial statements, as a substantial portion of our revenue consists of rental income from leasing arrangements, which is specifically excluded from ASU 2014-09.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) which provides for an impairment model that is based on expected losses rather than incurred losses. Under ASU 2016-13, an entity recognizes as an allowance its estimate of expected credit losses. ASU 2016-13 is effective for the Company beginning January 1, 2020 and we do not expect its adoption will have a significant effect on our consolidated financial statements.
Reclassifications
Certain prior year amounts have been reclassified to conform to the current year presentation.


NOTE 3—CONCENTRATION OF CREDIT RISK
As of December 31, 2016, Atria, Sunrise, Brookdale Senior Living, Kindred and Ardent managed or operated approximately 22.6%, 11.3%, 8.1%, 1.8% and 5.1%, respectively, of our real estate investments based on gross book value (excluding properties classified as held for sale and properties owned through investments in unconsolidated entities as of December 31, 2016). Because Atria and Sunrise manage our properties in exchange for the receipt of a management fee from us, we are not directly exposed to the credit risk of our managers in the same manner or to the same extent as our triple-net tenants.
Seniors housing communities constituted, based on gross book value, approximately 25.3% of real estate investments in the triple-net leased properties reportable business segment and 36.5% of real estate investments in the senior living operations reportable business segment (excluding properties classified as held for sale and properties owned through investments in unconsolidated entities as of December 31, 2016). MOBs, life science and innovation centers, SNFs, specialty hospitals and general acute care hospitals collectively comprised the remaining 38.2%. Our properties were located in 46 states, the District of Columbia, seven Canadian provinces and the United Kingdom as of December 31, 2016, with properties

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in one state (California) accounting for more than 10% of our total revenues and total net operating income (“NOI,” which is defined as total revenues, excluding interest and other income, less property-level operating expenses and office building services costs) (in each case excluding amounts in discontinued operations) for each of the years ended December 31, 2016, 2015 and 2014.
Triple-Net Leased Properties
For the years ended December 31, 2016, 2015 and 2014, approximately 4.8%, 5.3% and 6.1%, respectively, of our total revenues and 8.3%, 9.3% and 10.9%, respectively, of our total NOI (in each case excluding amounts in discontinued operations) were derived from our lease agreements with Brookdale Senior Living. For the same periods, approximately 5.4%, 5.7% and 5.9%, respectively, of our total revenues and 9.2%, 9.9% and 10.6%, respectively, of our total NOI (in each case excluding amounts in discontinued operations) were derived from our lease agreements with Kindred. As a result of our 2015 acquisition of Ardent Medical Services, Inc. (“AHS”) and simultaneous separation and sale of Ardent, for the year ended December 31, 2016 and 2015, approximately 3.1% and 1.3% of our total revenues and 5.3% and 2.3% of our total NOI (in each case excluding amounts in discontinued operations) were derived from our lease agreements with Ardent. Each of our leases with Brookdale Senior Living, Kindred and Ardent is a triple-net lease that obligates the tenant to pay all property-related expenses, including maintenance, utilities, repairs, taxes, insurance and capital expenditures, and to comply with the terms of the mortgage financing documents, if any, affecting the properties. In addition, each of our Brookdale Senior Living, Kindred and Ardent leases has a corporate guaranty. Brookdale Senior Living and Kindred have multiple leases with us and those leases contain cross-default provisions tied to each other, as well as lease renewals by lease agreement or by pool of assets.
The properties we lease to Brookdale Senior Living, Kindred and Ardent accounted for a significant portion of our triple-net leased properties segment revenues and NOI for the years ended December 31, 2016, 2015 and 2014. If either Brookdale Senior Living, Kindred or Ardent becomes unable or unwilling to satisfy its obligations to us or to renew its leases with us upon expiration of the terms thereof, our financial condition and results of operations could decline and our ability to service our indebtedness and to make distributions to our stockholders could be impaired. We cannot assure you that Brookdale Senior Living, Kindred and Ardent will have sufficient assets, income and access to financing to enable them to satisfy their respective obligations to us, and any failure, inability or unwillingness by Brookdale Senior Living, Kindred or Ardent to do so could have a material adverse effect on our business, financial condition, results of operations and liquidity, our ability to service our indebtedness and other obligations and our ability to make distributions to our stockholders, as required for us to continue to qualify as a REIT (a “Material Adverse Effect”). We also cannot assure you that Brookdale Senior Living, Kindred and Ardent will elect to renew their respective leases with us upon expiration of the leases or that we will be able to reposition any non-renewed properties on a timely basis or on the same or better economic terms, if at all.
On April 3, 2016, we entered into several agreements with Kindred to improve the quality and productivity of the long term acute care hospital (“LTAC”) portfolio leased by Ventas to Kindred. Certain of the agreements consist of lease amendments to the Kindred master leases, for which we received a $3.5 million fee. Under these lease amendments, annual rent on seven identified LTACs (the “7 LTACs”), which was approximately $8 million, was immediately re-allocated to other more productive post-acute assets subject to the Kindred master leases. Separately, in October 2016, we sold the 7 LTACs to an unrelated third party for $3.0 million, and recognized a gain of $2.9 million.
In November 2016, we entered into agreements with Kindred providing that (i) Kindred will either acquire all 36 SNFs owned by us and operated by Kindred for $700 million, in connection with Kindred’s previously announced plan to exit its SNF business, or renew the current lease on all unpurchased SNFs through 2025 at the current rent level; and (ii) Kindred has extended the lease term to 2025 for all of our LTACs operated by Kindred that were scheduled to mature in 2018 and 2020, at the current rent level.
    

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


The following table sets forth the future contracted minimum rentals, excluding contingent rent escalations, but including straight-line rent adjustments and reserves where applicable, for all of our triple-net and office building leases as of December 31, 2016 (excluding properties owned through investments in unconsolidated entities and properties classified as held for sale as of December 31, 2016):
 
Brookdale Senior Living
 
Kindred
 
Ardent
 
Other
 
Total
 
(In thousands)
2017
$
162,576

 
$
199,798

 
$
109,151

 
$
885,745

 
$
1,357,270

2018
162,089

 
173,249

 
109,151

 
835,173

 
1,279,662

2019
151,437

 
160,730

 
109,151

 
783,220

 
1,204,538

2020
34,410

 
160,771

 
109,151

 
735,444

 
1,039,776

2021
13,133

 
160,813

 
109,151

 
678,048

 
961,145

Thereafter
10,703

 
408,810

 
1,491,731

 
3,757,703

 
5,668,947

Total
$
534,348

 
$
1,264,171

 
$
2,037,486

 
$
7,675,333

 
$
11,511,338

Senior Living Operations
As of December 31, 2016, Atria and Sunrise, collectively, provided comprehensive property management and accounting services with respect to 266 of our 298 seniors housing communities (excluding one property owned through an investment in unconsolidated entities), for which we pay annual management fees pursuant to long-term management agreements.
In September 2016, we modified existing agreements with Sunrise related to the management of certain of the seniors housing communities owned by us and operated by Sunrise to reduce management fees payable to Sunrise under such agreements, maintain the existing term of such agreements and provide Sunrise with incentives for future outperformance. We also entered into a new multi-year development pipeline agreement with Sunrise that gives us the option to fund certain future Sunrise developments.
We rely on our managers’ personnel, expertise, technical resources and information systems, proprietary information, good faith and judgment to manage our senior living operations efficiently and effectively. We also rely on our managers to set appropriate resident fees and otherwise operate our seniors housing communities in compliance with the terms of our management agreements and all applicable laws and regulations. Although we have various rights as the property owner under our management agreements, including various rights to terminate and exercise remedies under the agreements as provided therein, Atria’s or Sunrise’s failure, inability or unwillingness to satisfy its respective obligations under those agreements, to efficiently and effectively manage our properties or to provide timely and accurate accounting information with respect thereto could have a Material Adverse Effect on us. In addition, significant changes in Atria’s or Sunrise’s senior management or equity ownership or any adverse developments in their businesses and affairs or financial condition could have a Material Adverse Effect on us.
Our 34% ownership interest in Atria entitles us to certain rights and minority protections, as well as the right to appoint two of six members on the Atria Board of Directors.
Brookdale Senior Living, Kindred, Atria, Sunrise and Ardent Information
Each of Brookdale Senior Living and Kindred is subject to the reporting requirements of the SEC and is required to file with the SEC annual reports containing audited financial information and quarterly reports containing unaudited financial information. The information related to Brookdale Senior Living and Kindred contained or referred to in this Annual Report on Form 10-K has been derived from SEC filings made by Brookdale Senior Living or Kindred, as the case may be, or other publicly available information, or was provided to us by Brookdale Senior Living or Kindred, and we have not verified this information through an independent investigation or otherwise. We have no reason to believe that this information is inaccurate in any material respect, but we cannot assure you of its accuracy. We are providing this data for informational purposes only, and you are encouraged to obtain Brookdale Senior Living’s and Kindred’s publicly available filings, which can be found at the SEC’s website at www.sec.gov.
Atria, Sunrise and Ardent are not currently subject to the reporting requirements of the SEC. The information related to Atria, Sunrise and Ardent contained or referred to in this Annual Report on Form 10-K has been derived from publicly available information or was provided to us by Atria, Sunrise or Ardent, as the case may be, and we have not verified this information through an independent investigation or otherwise. We have no reason to believe that this information is inaccurate in any material respect, but we cannot assure you of its accuracy.


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


NOTE 4—ACQUISITIONS OF REAL ESTATE PROPERTY
The following summarizes our acquisition and development activities during 2016, 2015 and 2014. We invest in seniors housing and healthcare properties primarily to achieve an expected yield on our investment, to grow and diversify our portfolio and revenue base, and to reduce our dependence on any single tenant, operator or manager, geographic location, asset type, business model or revenue source.
2016 Acquisitions
Life Sciences Acquisition
In September 2016, we completed the acquisition of substantially all of the university affiliated life science and innovation real estate assets of Wexford from Blackstone for total consideration of $1.5 billion. The Life Sciences Acquisition added to our portfolio 23 operating properties, two development assets and nine future development sites. The properties acquired will continue to be managed by Wexford, which will remain a separate management company owned and operated by the existing Wexford management team. We have exclusive rights to fund and own future life science projects developed by Wexford.

Other 2016 Acquisitions

During the year ended December 31, 2016, we made other investments totaling approximately $42.3 million, including the acquisition of one triple-net leased property and two MOBs.
    
Completed Developments
During 2016, we completed the development of three triple-net leased properties (two of which were expansions of existing seniors housing assets), representing $31.9 million of net real estate property on our Consolidated Balance Sheets as of December 31, 2016.
Estimated Fair Value
We are accounting for our 2016 acquisitions under the acquisition method in accordance with ASC 805 and have completed our initial accounting, which is subject to further adjustment. The following table summarizes the acquisition date fair values of the assets acquired and liabilities assumed in our 2016 real estate acquisitions, which we determined using level two and level three inputs:
 
 
Triple-Net Leased Properties
 
Office Operations
 
Total
 
(In thousands)
Land and improvements
 
$
1,579

 
$
55,456

 
$
57,035

Buildings and improvements
 
12,558

 
1,323,678

 
1,336,236

Acquired lease intangibles
 
163

 
200,022

 
200,185

Other assets
 

 
108,607

 
108,607

Total assets acquired
 
14,300

 
1,687,763

 
1,702,063

Notes payable and other debt
 

 
47,641

 
47,641

Intangible liabilities
 

 
103,769

 
103,769

Other liabilities
 
380

 
79,693

 
80,073

Total liabilities assumed
 
380

 
231,103

 
231,483

Noncontrolling interest assumed
 

 
22,517

 
22,517

Net assets acquired
 
13,920

 
1,434,143

 
1,448,063

Cash acquired
 

 
19,119

 
19,119

Total cash used
 
$
13,920

 
$
1,415,024

 
$
1,428,944

Aggregate Revenue and NOI
For the year ended December 31, 2016, aggregate revenue and net operating income (“NOI”) derived from our completed 2016 acquisitions during our period of ownership were $55.7 million and $37.7 million, respectively.

103

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Transaction Costs
Transaction costs are expensed as incurred and included in merger-related expenses and deal costs in our Consolidated Statements of Income. During 2016, we expensed as incurred $19.1 million related to our completed 2016 transactions.
2015 Acquisitions
HCT Acquisition
In January 2015, we acquired HCT in a stock and cash transaction, which added 152 properties to our portfolio. At the effective time of the merger, each share of HCT common stock outstanding (other than shares held by us, HCT or our respective subsidiaries, which shares were canceled) was converted into the right to receive either 0.1688 shares of our common stock (with cash paid in lieu of fractional shares) or $11.33 per share in cash, at the election of each HCT shareholder. Shares of HCT common stock for which a valid election was not made were converted into the stock consideration. We funded the transaction through the issuance of approximately 28.4 million shares of our common stock and 1.1 million limited partnership units that are redeemable for shares of our common stock and the payment of approximately $11 million in cash (excluding cash in lieu of fractional shares). In addition, we assumed approximately $167 million of mortgage debt and repaid approximately $730 million of debt, net of HCT cash on hand. In August 2015, 20 of the properties that we acquired in the HCT acquisition were disposed of as part of the CCP Spin-Off.
Ardent Health Services Acquisition
On August 4, 2015, we completed our acquisition of Ardent Medical Services, Inc. and simultaneous separation and sale of the Ardent hospital operating company to a consortium composed of an entity controlled by Equity Group Investments, Ardent’s management team and us (collectively the “Ardent Transaction”). As of the acquisition date, we recorded the estimated fair value of our investment in owned hospital and other real estate of approximately $1.3 billion. At closing, we paid $26.3 million for our 9.9% interest in Ardent which represents our estimate of the acquisition date fair value of this interest. Upon closing, we entered into a long-term triple-net master lease with Ardent to operate the ten hospital campuses and other real estate we acquired.
Other 2015 Acquisitions
In 2015, we made other investments totaling approximately $612 million, including the acquisition of eleven triple-net
leased properties; nine MOBs (including eight MOBs that we had previously accounted for as investments in unconsolidated entities; see “NOTE 7—INVESTMENTS IN UNCONSOLIDATED ENTITIES”) and 12 skilled nursing facilities (all of which were disposed of as part of the CCP Spin-Off).
Completed Developments
During 2015, we completed the development of one triple-net leased seniors housing community, representing $9.3 million of net real estate property on our Consolidated Balance Sheets as of December 31, 2015.

104

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Estimated Fair Value
We are accounting for our 2015 acquisitions under the acquisition method in accordance with ASC Topic 805, Business Combinations (“ASC 805”). The following table summarizes the acquisition date fair values of the assets acquired and liabilities assumed, which we determined using level two and level three inputs:
 
Triple-Net Leased Properties
 
Senior Living Operations
 
Office Operations
 
Total
 
(In thousands)
Land and improvements
$
190,566

 
$
70,713

 
$
173,307

 
$
434,586

Buildings and improvements
1,726,063

 
703,080

 
1,214,546

 
3,643,689

Acquired lease intangibles
169,362

 
83,867

 
184,540

 
437,769

Other assets
174,093

 
272,888

 
402,734

 
849,715

Total assets acquired
2,260,084

 
1,130,548

 
1,975,127

 
5,365,759

Notes payable and other debt

 
77,940

 
99,917

 
177,857

Other liabilities
45,924

 
45,408

 
46,565

 
137,897

Total liabilities assumed
45,924

 
123,348

 
146,482

 
315,754

Net assets acquired
2,214,160

 
1,007,200

 
1,828,645

 
5,050,005

Redeemable OP unitholder interests assumed
 
 
 
 
 
 
88,085

Cash acquired
 
 
 
 
 
 
59,584

Equity issued
 
 
 
 
 
 
2,216,355

Total cash used
 
 
 
 
 
 
$
2,685,981

Included in other assets above is $746.9 million of goodwill, which represents the excess of the purchase price over the fair value of the assets acquired and liabilities assumed as of the acquisition date. A substantial amount of this goodwill was due to an increase in our stock price between the announcement date and closing dates of the HCT acquisition. Goodwill has been allocated to our reportable business segments based on the respective fair value of the net assets acquired, as follows: triple-net leased properties - $133.6 million; senior living operations - $219.1 million; and office operations - $394.2 million.
Aggregate Revenue and NOI
For the year ended December 31, 2015, aggregate revenue and NOI derived from our 2015 real estate acquisitions during our period of ownership were $327.0 million and $201.9 million, respectively, excluding revenue and NOI for any assets contributed in the CCP Spin-Off.
Transaction Costs
Transaction costs are expensed as incurred and included in merger-related expenses and deal costs in our Consolidated Statements of Income. For the years ending December 31, 2015 and 2014, we expensed as incurred, $99.0 million and $10.8 million, respectively, costs related to our completed 2015 transactions, $4.1 million and $1.4 million of which are reported within discontinued operations. These transaction costs exclude any separation costs associated with the CCP Spin-Off (refer to “NOTE 5—DISPOSITIONS”).

105

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Unaudited Pro Forma
The following table illustrates the effect on net income and earnings per share if we had consummated the HCT acquisition and Ardent Transaction as of January 1, 2014 and excludes assets that were acquired in the HCT acquisition but subsequently disposed of as part of the CCP Spin-Off.
 
For the Years Ended December 31,
 
2015
 
2014
 
(In thousands, except per share amounts)
Revenues
$
3,361,658

 
$
3,164,100

Income from continuing operations attributable to common stockholders, including real estate dispositions
$
475,017

 
$
465,671

Earnings per common share:
 
 
 
Basic:
 
 
 
Income from continuing operations attributable to common stockholders, including real estate dispositions
$
1.44

 
$
1.44

Diluted:
 
 
 
Income from continuing operations attributable to common stockholders, including real estate dispositions
$
1.42

 
$
1.43

Weighted average shares used in computing earnings per common share:
 
 
 
Basic
330,311

 
322,590

Diluted
334,007

 
326,210

Acquisition-related costs related to the HCT acquisition and the Ardent Transaction are not expected to have a continuing impact and therefore have been excluded from these pro forma results. The pro forma results also do not include the impact of any synergies that may be achieved in the HCT acquisition and the Ardent Transaction, any lower costs of borrowing resulting from the acquisition or any strategies that management may consider in order to continue to efficiently manage our operations, nor do they give pro forma effect to any other acquisitions, dispositions or capital markets transactions that we completed during the periods presented. These pro forma results are not necessarily indicative of the operating results that would have been obtained had the HCT acquisition and Ardent Transaction occurred at the beginning of the periods presented, nor are they necessarily indicative of future operating results.
2014 Acquisitions
Holiday Canada Acquisition
In August 2014, we acquired 29 seniors housing communities located in Canada from Holiday Retirement (the “Holiday Canada Acquisition”) for a purchase price of CAD 957.0 million. We also paid CAD 26.9 million in costs relating to the early repayment of debt at closing. We funded the Holiday Canada Acquisition initially through borrowings under a CAD 791.0 million unsecured term loan that we incurred in July 2014 (and subsequently repaid primarily through a private placement of senior notes in Canada) and the assumption of CAD 193.7 million of debt.
Other 2014 Acquisitions
During the year ended December 31, 2014, we also acquired three triple-net leased private hospitals (located in the United Kingdom), 26 triple-net leased seniors housing communities and four seniors housing communities that are being operated by independent third-party managers for aggregate consideration of approximately $812.0 million. We also paid $18.8 million in costs relating to the early repayment of debt at closing of the applicable transactions. In addition, we acquired a construction design, planning and consulting business to complement our office operations through the issuance of 148,241 shares of our common stock.
Completed Developments
During 2014, we completed the development of two MOBs and one seniors housing community, representing $41.2 million of net real estate property on our Consolidated Balance Sheets as of December 31, 2014.

106

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Estimated Fair Value
We are accounting for our 2014 acquisitions under the acquisition method in accordance with ASC Topic 805, Business Combinations (“ASC 805”). The following table summarizes the acquisition date fair values of the assets acquired and liabilities assumed in our 2014 real estate acquisitions, which we determined using level two and level three inputs:
 
Triple-Net Leased Properties
 
Senior Living Operations
 
Total
 
(In thousands)
Land and improvements
$
45,586

 
$
100,281

 
$
145,867

Buildings and improvements
546,849

 
1,081,630

 
1,628,479

Acquired lease intangibles
28,883

 
36,452

 
65,335

Other assets
227

 
12,394

 
12,621

Total assets acquired
621,545

 
1,230,757

 
1,852,302

Notes payable and other debt
12,927

 
228,150

 
241,077

Other liabilities
8,609

 
124,468

 
133,077

Total liabilities assumed
21,536

 
352,618

 
374,154

Net assets acquired
600,009

 
878,139

 
1,478,148

Cash acquired
227

 
8,704

 
8,931

Total cash used
$
599,782

 
$
869,435

 
$
1,469,217

Aggregate Revenue and NOI
For the year ended December 31, 2014, aggregate revenues and NOI derived from our 2014 real estate acquisitions (for our period of ownership) were $75.9 million and $41.5 million, respectively.
Transaction Costs
As of December 31, 2014, we had incurred a total of $26.2 million of acquisition-related costs related to our completed 2014 acquisitions, all of which were expensed as incurred and included in merger-related expenses and deal costs in our Consolidated Statements of Income for the applicable periods. For the year ended December 31, 2014, we expensed $23.8 million of these acquisition-related costs related to our completed 2014 acquisitions.


NOTE 5—DISPOSITIONS
2016 Activity
During the year ended December 31, 2016, we sold 29 triple-net leased properties, one seniors housing community included in our senior living operations reportable business segment and six MOBs for aggregate consideration of $300.8 million. We recognized a gain on the sales of these assets of $98.2 million, net of taxes.
Subsequent to December 31, 2016, we sold five triple-net leased properties for aggregate consideration of $85.0 million and we estimate recognizing a gain on the sale of these assets of $43.3 million.
2015 Activity
During 2015, we sold 39 triple-net leased properties and 26 MOBs for aggregate consideration of $541.0 million, including lease termination fees of $6.0 million (included within triple-net leased rental income in our Consolidated Statements of Income). We recognized a gain on the sales of these assets of $46.3 million (net of taxes), of which $27.4 million is being deferred due to one secured loan ($78.4 million) and one non-mortgage loan ($20.0 million) we made to the buyers in connection with the sales of certain assets. These deferred gains will be recognized into income as principal payments are made on the loans over their respective terms.
2014 Activity
During 2014, we sold 16 triple-net leased properties, two seniors housing communities included in our seniors housing operations reportable business segment and four MOBs for aggregate consideration of $118.2 million. We recognized a net gain on the sales of these assets of $21.3 million, $1.5 million of which is reported within discontinued operations in our Consolidated Statements of Income.

107

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Assets Held for Sale
The table below summarizes our real estate assets classified as held for sale as of December 31, 2016 and 2015, including the amounts reported within other assets and accounts payable and other liabilities on our Consolidated Balance Sheets.
 
 
December 31, 2016
 
December 31, 2015
 
 
Number of Properties Held for Sale
 
Assets Held for Sale
 
Liabilities Held for Sale
 
Number of Properties Held for Sale
 
Assets Held for Sale
 
Liabilities Held for Sale
 
 
(Dollars in thousands)
Triple-net leased properties
 

 
$

 
$

 
2

 
$
4,488

 
$
44

Office operations
 
7

 
53,151

 
1,462

 
8

 
68,619

 
24,759

Seniors living operations  (1)
 

 
1,810

 

 
1

 
19,953

 
9,537

Total
 
7

 
$
54,961

 
$
1,462

 
11

 
$
93,060

 
$
34,340

(1) 
As of December 31, 2016, there is one vacant land parcel classified as held for sale.

Real Estate Impairment

We recognized impairments of $35.2 million, $42.2 million and $56.6 million for the years ended December 31, 2016, 2015 and 2014 respectively, which are recorded primarily as a component of depreciation and amortization and relate primarily to our triple-net leased properties reportable business segment. Of these impairments, none, $13.0 million and $1.5 million for the years ended December 31, 2016, 2015 and 2014 respectively were reported in discontinued operations in our Consolidated Statements of Income. Our recorded impairments were primarily the result of a change in our intent to hold the impaired assets. In most cases, we recognized an impairment in the periods in which our change in intent was made.

CCP Spin-Off
On August 17, 2015, we completed the CCP Spin-Off. In connection with the CCP Spin-Off, we disposed of 355 triple-net leased skilled nursing facilities and other healthcare assets operated by private regional and local care providers. The CCP Spin-Off was effectuated through a distribution of the common shares of CCP to holders of our common stock as of the distribution record date, and qualified as a tax-free distribution to our stockholders. For every four shares of Ventas common stock held as of the distribution record date of August 10, 2015, Ventas stockholders received one CCP common share on August 17, 2015. On August 17, 2015, just prior to the effective time of the spin-off, CCP (as our then wholly owned subsidiary) received approximately $1.4 billion of proceeds from a recently completed term loan and revolving credit facility. CCP paid us a distribution of $1.3 billion from these proceeds. We used this distribution from CCP to pay down our existing debt ($1.1 billion) and to pay for a portion of our quarterly installment of dividends to our stockholders ($0.2 billion).
The historical results of operations of the CCP properties as well as the related assets and liabilities have been presented as discontinued operations in the consolidated statements of operations and comprehensive income. Discontinued operations also include separation costs incurred to complete the CCP Spin-Off of $42.3 million and $0.2 million for the years ended December 31, 2015 and 2014, respectively. Separation costs for 2015 include $3.5 million of stock-based compensation expense representing the incremental fair value of previously vested stock-based compensation awards as of the spin date. In addition, the assets and liabilities of CCP are presented separately from assets and liabilities from continuing operations in the accompanying consolidated balance sheets. The accompanying consolidated statements of cash flows include within operating, investing and financing cash flows those activities which related to our period of ownership of the CCP properties.

108

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


The following is a summary of the assets and liabilities of CCP at the CCP Spin-Off date:
 
August 17, 2015
 
December 31, 2014
 
(In thousands)
Assets
 
 
 
Net real estate investments
$
2,588,255

 
$
2,274,310

Cash and cash equivalents
1,749

 
2,710

Goodwill
135,446

 
88,959

Assets held for sale
7,610

 
8,435

Other assets
15,089

 
16,596

Total assets
2,748,149

 
2,391,010

 
 
 
 
Liabilities
 
 
 
Accounts payable and other liabilities
217,760

 
204,359

Liabilities related to assets held for sale
985

 
1,288

Total liabilities
218,745

 
205,647

 
 
 
 
Net assets
$
2,529,404

 
$
2,185,363

Summarized financial information for CCP discontinued operations for the years ended December 31, 2016, 2015 and 2014 respectively is as follows:
 
2016
 
2015
 
2014
 
(In thousands)
Revenues
 
 
 
 
 
Rental income
$

 
$
196,848

 
$
295,767

Income from loans and investments

 
2,148

 
3,392

Interest and other income

 
63

 
2

 

 
199,059

 
299,161

Expenses
 
 
 
 
 
Interest

 
61,613

 
87,648

Depreciation and amortization

 
79,479

 
101,760

General, administrative and professional fees

 
9

 
9

Merger-related expenses and deal costs
922

 
46,402

 
1,746

Other

 
1,332

 
13,184

 
922

 
188,835

 
204,347

Income before real estate dispositions and noncontrolling interest
(922
)
 
10,224

 
94,814

Gain (loss) on real estate dispositions

 

 

Net income from discontinued operations
(922
)
 
10,224

 
94,814

Net income attributable to noncontrolling interest

 
120

 
185

Net income from discontinued operations attributable to common stockholders
$
(922
)
 
$
10,104

 
$
94,629

There were no capital and development project expenditures relating to CCP for the year ended December 31, 2016. Capital and development project expenditures relating to CCP for the years ended December 31, 2015 and 2014 were $21.8 million and $17.2 million, respectively. Other than capital and development project expenditures there were no other significant non-cash operating or investing activities relating to CCP.
We and CCP entered into a transition services agreement prior to the CCP Spin-Off pursuant to which we and our subsidiaries provide to CCP, on an interim, transitional basis, various services. The services provided include information technology, accounting and tax services. The overall fee charged by us for such services (the "Service Fee") was $2.5 million for one year. We recognized income of $1.6 million and $0.9 million, for the years ended December 31, 2016 and 2015,

109

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


respectively, relating to the Service Fee, which was payable in four quarterly installments. The transition services agreement terminated on August 31, 2016.
Discontinued Operations - Other than CCP Spin-Off
In addition to the amounts reported within discontinued operations relating to the CCP Spin-Off, we reported net income from discontinued operations attributable to common stockholders of zero, $1.0 million, and $5.1 million for the years ended December 31, 2016, 2015 and 2014, respectively.


NOTE 6—LOANS RECEIVABLE AND INVESTMENTS
As of December 31, 2016 and 2015, we had $754.6 million and $895.0 million, respectively, of net loans receivable and investments relating to seniors housing and healthcare operators or properties. The following is a summary of our net loans receivable and investments as of December 31, 2016 and 2015, including amortized cost, fair value and unrealized gains on available-for-sale investments:
 
 
December 31, 2016
 
 
Carrying Amount
 
Amortized Cost
 
Fair Value
 
Unrealized Gain
 
 
(In thousands)
 
 
 
 
 
 
 
 
 
Secured mortgage loans and other
 
$
646,972

 
$
646,972

 
$
655,981

 
$

Government-sponsored pooled loan investments(1)
 
55,049

 
53,810

 
55,049

 
1,239

Total investments reported as Secured loans receivable and investments, net
 
702,021

 
700,782

 
711,030

 
1,239

 
 
 
 
 
 
 
 
 
Non-mortgage loans receivable, net
 
52,544

 
52,544

 
53,626

 

Total investments reported as Other assets
 
52,544

 
52,544

 
53,626

 

Total loans receivable and investments, net
 
$
754,565

 
$
753,326

 
$
764,656

 
$
1,239

 
 
December 31, 2015
 
 
Carrying Amount
 
Amortized Cost
 
Fair Value
 
Unrealized Gain
 
 
(In thousands)
 
 
 
 
 
 
 
 
 
Secured mortgage loans and other
 
$
793,433

 
$
793,433

 
$
816,849

 
$

Government-sponsored pooled loan investments(1)
 
63,679

 
62,130

 
63,679

 
1,549

Total investments reported as Secured loans receivable and investments, net
 
857,112

 
855,563

 
880,528

 
1,549

 
 
 
 
 
 
 
 
 
Non-mortgage loans receivable, net
 
37,926

 
37,926

 
38,806

 

Total investments reported as Other assets
 
37,926


37,926


38,806



Total loans receivable and investments, net
 
$
895,038

 
$
893,489

 
$
919,334

 
$
1,549


(1) 
Investments in government-sponsored pooled loans have contractual maturity dates in 2023.

2016 Activity

During the year ended December 31, 2016, we received aggregate proceeds of $309.0 million in final repayment of three secured loans receivable and partial repayment of one secured loan receivable and recognized gains of $9.6 million on the repayment of these loans receivable in income from loans and investments in our Consolidated Statements of Income.

In connection with the Life Sciences Acquisition, we acquired three non-mortgage loans receivable.

In February 2016, we made a $140.0 million secured mezzanine loan investment, at par, relating to Class A life sciences properties in California and Massachusetts, that has an annual interest rate of 9.95% and matures in 2021.

110

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


    
In October 2016, we committed to provide secured debt financing in the amount of $700.0 million to a subsidiary of Ardent to facilitate Ardent’s acquisition of LHP Hospital Group, Inc. (“LHP”). The loan (the “Loan”) has a five-year term and is LIBOR-based with an initial interest rate of approximately 8.0% and is guaranteed by Ardent’s parent company. Ardent will also receive an equity contribution from its majority owner, an affiliate of Equity Group Investments. The Loan is subject to the satisfaction of customary closing conditions. Ardent’s acquisition of LHP is expected to close in the first quarter of 2017, but there can be no assurance as to whether, when or on what terms Ardent’s acquisition of LHP or the Loan will be completed.

2015 Activity

We issued one secured loan ($78.4 million) and one non-mortgage loan ($20.0 million) to buyers in connection with the sales of certain assets. In June 2015, we sold our $71.0 million investment in senior unsecured corporate bonds for $76.8 million. We recognized a gain of $5.8 million that is included within income from loans and investments in our Consolidated Statements of Income for the year ended December 31, 2015. This gain includes $5.0 million that was previously unrealized within accumulated other comprehensive income on our Consolidated Balance Sheets as of December 31, 2014.

During the year ended December 31, 2015, we received aggregate proceeds of $97.0 million in final repayment of three secured and one non-mortgage loans receivable. We recognized gains aggregating $1.9 million on the repayment of these loans receivable that are recorded in income from loans and investments in our Consolidated Statements of Income for the year ended December 31, 2015.


NOTE 7—INVESTMENTS IN UNCONSOLIDATED ENTITIES
We report investments in unconsolidated entities over whose operating and financial policies we have the ability to exercise significant influence under the equity method of accounting. We are not required to consolidate these entities because our joint venture partners have significant participating rights, nor are these entities considered VIEs, as they are controlled by equity holders with sufficient capital. At December 31, 2016, we had ownership interests (ranging from 5% to 25%) in joint ventures that owned 39 properties, excluding properties under development and properties classified as held for sale. We account for our interests in real estate joint ventures, as well as our 34% interest in Atria and 9.9% interest in Ardent (which are included within other assets on our Consolidated Balance Sheets), under the equity method of accounting.
With the exception of our interests in Atria and Ardent, we provide various services to each unconsolidated entity in exchange for fees and reimbursements. Total management fees earned in connection with these entities were $6.7 million, $7.8 million and $8.4 million for the years ended December 31, 2016, 2015 and 2014, respectively (which is included in office building and other services revenue in our Consolidated Statements of Income).
In October 2015, we acquired the 95% controlling interests in eight MOBs from a joint venture entity in which we have a 5% interest and that we account for as an equity method investment. In connection with this acquisition, we re-measured our previously held equity interest (associated with the acquired MOBs) and recognized a loss of $0.2 million, which is included in income from unconsolidated entities in our Consolidated Statements of Income. Since the acquisition, operations relating to these properties have been consolidated in our Consolidated Statements of Income.


111

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


NOTE 8—INTANGIBLES
The following is a summary of our intangibles as of December 31, 2016 and 2015:
 
December 31, 2016
 
December 31, 2015
 
Balance
 
Remaining
Weighted Average
Amortization
Period in Years
 
Balance
 
Remaining
Weighted Average
Amortization
Period in Years
 
(Dollars in thousands)
Intangible assets:
 
 
 
 
 
 
 
Above market lease intangibles
$
184,993

 
6.9
 
$
155,161

 
7.0
In-place and other lease intangibles
1,325,636

 
23.6
 
1,189,261

 
20.9
Goodwill
1,033,225

 
N/A
 
1,047,497

 
N/A
Other intangibles
35,783

 
11.3
 
35,792

 
8.6
Accumulated amortization
(769,558
)
 
N/A
 
(655,176
)
 
N/A
Net intangible assets
$
1,810,079

 
21.5
 
$
1,772,535

 
19.2
Intangible liabilities:
 
 
 
 
 
 
 
Below market lease intangibles
$
345,103

 
14.1
 
$
256,034

 
14.2
Other lease intangibles
40,843

 
38.5
 
35,925

 
30.1
Accumulated amortization
(133,468
)
 
N/A
 
(113,647
)
 
N/A
Purchase option intangibles
3,568

 
N/A
 
3,568

 
N/A
Net intangible liabilities
$
256,046

 
15.9
 
$
181,880

 
15.6
N/A—Not Applicable 
Above market lease intangibles and in-place and other lease intangibles are included in acquired lease intangibles within real estate investments on our Consolidated Balance Sheets. Other intangibles (including non-compete agreements, trade names and trademarks) are included in other assets on our Consolidated Balance Sheets. Below market lease intangibles, other lease intangibles and purchase option intangibles are included in accounts payable and other liabilities on our Consolidated Balance Sheets. For the years ended December 31, 2016, 2015 and 2014, our net amortization related to these intangibles was $104.5 million, $142.7 million and $74.6 million, respectively. The estimated net amortization related to these intangibles for each of the next five years is as follows: 2017$66.1 million; 2018$53.7 million; 2019$44.4 million; 2020$38.5 million; and 2021$36.2 million.
The change in the carrying amount of goodwill, by segment, during the year ended December 31, 2016 was as follows:
 
 
Triple-Net Leased Properties
 
Senior Living Operations
 
Office Operations
 
Total
 
 
(In thousands)
Goodwill as of December 31, 2015
 
$
312,315

 
$
260,882

 
$
474,300

 
$
1,047,497

Partial disposal of reporting unit
 
(5,582
)
 
(1,400
)
 
(4,402
)
 
(11,384
)
Currency translation adjustments and other
 
(2,888
)
 

 

 
(2,888
)
Goodwill as of December 31, 2016
 
$
303,845

 
$
259,482

 
$
469,898

 
$
1,033,225




112

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


NOTE 9—OTHER ASSETS
The following is a summary of our other assets as of December 31, 2016 and 2015:
 
2016
 
2015
 
(In thousands)
Straight-line rent receivables, net
$
244,580

 
$
219,064

Non-mortgage loans receivable, net
52,544

 
37,926

Other intangibles, net
8,190

 
13,224

Investment in unconsolidated operating entities
28,431

 
28,199

Other
184,619

 
113,990

Total other assets
$
518,364

 
$
412,403


113

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


NOTE 10—SENIOR NOTES PAYABLE AND OTHER DEBT
The following is a summary of our senior notes payable and other debt as of December 31, 2016 and 2015:
 
2016
 
2015
 
(In thousands)
Unsecured revolving credit facility (1)
$
146,538

 
$
180,683

1.55% Senior Notes due 2016

 
550,000

1.250% Senior Notes due 2017
300,000

 
300,000

2.00% Senior Notes due 2018
700,000

 
700,000

Unsecured term loan due 2018 (2)
200,000

 
200,000

Unsecured term loan due 2019 (2)
371,215

 
468,477

4.00% Senior Notes due 2019
600,000

 
600,000

3.00% Senior Notes, Series A due 2019 (3)
297,841

 
289,038

2.700% Senior Notes due 2020
500,000

 
500,000

Unsecured term loan due 2020
900,000

 
900,000

4.750% Senior Notes due 2021
700,000

 
700,000

4.25% Senior Notes due 2022
600,000

 
600,000

3.25% Senior Notes due 2022
500,000

 
500,000

3.300% Senior Notes due 2022 (3)
186,150

 
180,649

3.125% Senior Notes due 2023
400,000

 

3.750% Senior Notes due 2024
400,000

 
400,000

4.125% Senior Notes, Series B due 2024 (3)
186,150

 
180,649

3.500% Senior Notes due 2025
600,000

 
600,000

4.125% Senior Notes due 2026
500,000

 
500,000

3.25% Senior Notes due 2026
450,000

 

6.90% Senior Notes due 2037
52,400

 
52,400

6.59% Senior Notes due 2038
22,973

 
22,973

5.45% Senior Notes due 2043
258,750

 
258,750

5.70% Senior Notes due 2043
300,000

 
300,000

4.375% Senior Notes due 2045
300,000

 
300,000

Mortgage loans and other (4)
1,718,897

 
1,987,401

Total
11,190,914

 
11,271,020

Deferred financing costs, net
(61,304
)
 
(69,121
)
Unamortized fair value adjustment
25,224

 
33,570

Unamortized discounts
(27,508
)
 
(28,473
)
Senior notes payable and other debt
$
11,127,326

 
$
11,206,996

(1) 
$146.5 million and $9.7 million of aggregate borrowings are denominated in Canadian dollars as of December 31, 2016 and 2015, respectively.
(2) 
These amounts represent in aggregate the $571.2 million of unsecured term loan borrowings under our unsecured credit facility, of which $92.6 million included in the 2019 tranche is in the form of Canadian dollars.
(3) 
These borrowings are in the form of Canadian dollars.
(4) 
As of December 31, 2016, there was no mortgage debt related to real estate assets classified as held for sale. Balance as of December 31, 2015 excludes $22.9 million of mortgage debt related to real estate assets classified as held for sale, which is included in liabilities related to assets held for sale on our Consolidated Balance Sheets.
    

114

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Unsecured Revolving Credit Facility and Unsecured Term Loans
Our unsecured credit facility is comprised of a $2.0 billion revolving credit facility priced at LIBOR plus 1.0% as of December 31, 2016, and a $200.0 million four-year term loan and a $371.2 million five-year term loan, each priced at LIBOR plus 1.05% as of December 31, 2016. The revolving credit facility matures in January 2018, but may be extended, at our option subject to the satisfaction of certain conditions, for an additional period of one year. The $200.0 million and $371.2 million term loans mature in January 2018 and January 2019, respectively. The unsecured credit facility also includes an accordion feature that permits us to increase our aggregate borrowing capacity thereunder to up to $3.5 billion.
Our unsecured credit facility imposes certain customary restrictions on us, including restrictions pertaining to: (i) liens; (ii) investments; (iii) the incurrence of additional indebtedness; (iv) mergers and dissolutions; (v) certain dividend, distribution and other payments; (vi) permitted businesses; (vii) transactions with affiliates; (viii) agreements limiting certain liens; and (ix) the maintenance of certain consolidated total leverage, secured debt leverage, unsecured debt leverage and fixed charge coverage ratios and minimum consolidated adjusted net worth, and contains customary events of default.
As of December 31, 2016, we had $146.5 million of borrowings outstanding, $14.1 million of letters of credit outstanding and $1.8 billion of unused borrowing capacity available under our unsecured revolving credit facility.
As of December 31, 2016, we also had a $900.0 million term loan due 2020 priced at LIBOR plus 97.5 basis points.
In May 2016, we repaid $100.0 million outstanding on our unsecured term loan due 2019 using cash on hand and recognized a loss on extinguishment of debt of $0.4 million, representing a write-off of the then unamortized deferred financing fees.
Senior Notes
As of December 31, 2016, we had outstanding $7.1 billion aggregate principal amount of senior notes issued by our subsidiary, Ventas Realty, Limited Partnership (“Ventas Realty”) ($3.9 billion of which was co-issued by Ventas Realty’s wholly owned subsidiary, Ventas Capital Corporation), approximately $75.4 million aggregate principal amount of senior notes issued by Nationwide Health Properties, Inc. (“NHP”) and assumed by our subsidiary, Nationwide Health Properties, LLC (“NHP LLC”), as successor to NHP, in connection with our acquisition of NHP, and CAD 900.0 million aggregate principal amount of senior notes issued by our subsidiary, Ventas Canada Finance Limited. All of the senior notes issued by Ventas Realty and Ventas Canada Finance Limited are unconditionally guaranteed by Ventas, Inc.
In January 2015, Ventas Realty issued and sold $600.0 million aggregate principal amount of 3.500% senior notes due 2025 at a public offering price equal to 99.663% of par, for total proceeds of $598.0 million before the underwriting discount and expenses, and $300.0 million aggregate principal amount of 4.375% senior notes due 2045 at a public offering price equal to 99.500% of par, for total proceeds of $298.5 million before the underwriting discount and expenses.
Also in January 2015, Ventas Canada Finance Limited issued and sold CAD 250.0 million aggregate principal amount of 3.30% senior notes, series C due 2022 at an offering price equal to 99.992% of par, for total proceeds of CAD 250.0 million before the agent fees and expenses. The notes were offered on a private placement basis in Canada.
In May 2015, we repaid in full, at par, $234.4 million aggregate principal amount then outstanding of our 6% senior notes due 2015 upon maturity.
In July 2015, we issued and sold $500.0 million aggregate principal amount of 4.125% senior notes due 2026 at a public offering price equal to 99.218% of par, for total proceeds of $496.1 million before the underwriting discount and expenses.
In September 2015, we redeemed all $400.0 million principal amount then outstanding of our 3.125% senior notes due November 2015 at a redemption price equal to 100.7% of par, plus accrued and unpaid interest to the redemption date, and recognized a loss on extinguishment of debt of $2.9 million.
In May 2016, we issued and sold $400.0 million aggregate principal amount of 3.125% senior notes due 2023 at a public offering price equal to 99.343% of par, for total proceeds of $397.4 million before the underwriting discount and expenses.
In June 2016, we redeemed $455.5 million aggregate principal amount then outstanding of our 1.55% senior notes due September 2016 at a public offering price of 100.335% of par, plus accrued and unpaid interest to the redemption date, and recognized a loss on extinguishment of debt of $2.1 million. The redemption was funded using proceeds from our May 2016 senior note issuance, cash on hand and borrowings under our revolving credit facility. In July 2016, we repaid the remaining

115

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


balance then outstanding of our 1.55% senior notes due September 2016 of $94.5 million and recognized a loss on extinguishment of debt of $0.3 million.

In September 2016, we issued and sold $450.0 million aggregate principal amount of 3.25% senior notes due 2026 at a public offering price equal to 99.811% of par, for total proceeds of $449.1 million before the underwriting discount and expenses.
Ventas Realty’s senior notes are part of our and Ventas Realty’s general unsecured obligations, ranking equal in right of payment with all of our and Ventas Realty’s existing and future senior obligations and ranking senior in right of payment to all of our and Ventas Realty’s existing and future subordinated indebtedness. However, Ventas Realty’s senior notes are effectively subordinated to our and Ventas Realty’s secured indebtedness, if any, to the extent of the value of the assets securing that indebtedness. Ventas Realty’s senior notes are also structurally subordinated to the preferred equity and indebtedness, whether secured or unsecured, of our subsidiaries (other than Ventas Realty and, with respect to those senior notes co-issued by Ventas Capital Corporation, Ventas Capital Corporation).
Ventas Canada Finance Limited’s senior notes are part of our and Ventas Canada Finance Limited’s general unsecured obligations, ranking equal in right of payment with all of Ventas Canada Finance Limited’s existing and future subordinated indebtedness. However, Ventas Canada Finance Limited’s senior notes are effectively subordinated to our and Ventas Canada Finance Limited’s secured indebtedness, if any, to the extent of the value of the assets securing that indebtedness. Ventas Canada Finance Limited’s senior notes are also structurally subordinated to the preferred equity and indebtedness, whether secured or unsecured, of our subsidiaries (other than Ventas Canada Finance Limited).
NHP LLC’s senior notes are part of NHP LLC’s general unsecured obligations, ranking equal in right of payment with all of NHP LLC’s existing and future senior obligations and ranking senior to all of NHP LLC’s existing and future subordinated indebtedness. However, NHP LLC’s senior notes are effectively subordinated to NHP LLC’s secured indebtedness, if any, to the extent of the value of the assets securing that indebtedness. NHP LLC’s senior notes are also structurally subordinated to the preferred equity and indebtedness, whether secured or unsecured, of its subsidiaries.
Ventas Realty, Ventas Canada Finance Limited and NHP LLC may redeem each series of their respective senior notes (other than NHP LLC’s 6.90% senior notes due 2037 and 6.59% senior notes due 2038), in whole at any time or in part from time to time, prior to maturity at the redemption prices set forth in the applicable indenture (which include, in many instances, a make-whole premium), plus, in each case, accrued and unpaid interest thereon to the redemption date.
NHP LLC’s 6.90% senior notes due 2037 are subject to repurchase at the option of the holders, at par, on October 1 in each of 2017 and 2027, and its 6.59% senior notes due 2038 are subject to repurchase at the option of the holders, at par, on July 7 in each of 2018, 2023 and 2028.
Mortgages
At December 31, 2016, we had 113 mortgage loans outstanding in the aggregate principal amount of $1.7 billion and secured by 123 of our properties. Of these loans, 98 loans in the aggregate principal amount of $1.4 billion bear interest at fixed rates ranging from 3.0% to 8.6% per annum, and 15 loans in the aggregate principal amount of $292.1 million bear interest at variable rates ranging from 1.5% to 3.9% per annum as of December 31, 2016. At December 31, 2016, the weighted average annual rate on our fixed rate mortgage loans was 5.6%, and the weighted average annual rate on our variable rate mortgage loans was 2.1%. Our mortgage loans had a weighted average maturity of 5.7 years as of December 31, 2016.
During 2016, we repaid in full mortgage loans in the aggregate principal amount $337.8 million and a weighted average maturity of 1.66 years and recognized a loss on extinguishment of debt of less than $0.1 million in connection with these repayments.
During 2015, we repaid in full mortgage loans in the aggregate principal amount of $461.9 million and a weighted average maturity of 2.1 years and recognized a loss on extinguishment of debt of $9.9 million in connection with these repayments.
During 2014, we assumed or incurred mortgage debt of $246.8 million and repaid in full mortgage loans outstanding in the aggregate principal amount of $398.0 million, and recognized a net loss on extinguishment of debt of $2.3 million in connection with these repayments.


116

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Scheduled Maturities of Borrowing Arrangements and Other Provisions
As of December 31, 2016, our indebtedness had the following maturities:
 
Principal Amount
Due at Maturity
 
Unsecured Revolving
Credit
Facility (1)
 
Scheduled Periodic
Amortization
 
Total Maturities
 
(In thousands)
2017
$
614,438

 
$

 
$
25,970

 
$
640,408

2018
1,101,879

 
146,538

 
21,085

 
1,269,502

2019
1,693,640

 

 
14,607

 
1,708,247

2020
1,416,913

 

 
11,620

 
1,428,533

2021
774,318

 

 
10,127

 
784,445

Thereafter (2)
5,242,559

 

 
117,220

 
5,359,779

Total maturities
$
10,843,747

 
$
146,538

 
$
200,629

 
$
11,190,914

(1) 
At December 31, 2016, we had $286.7 million of unrestricted cash and cash equivalents, for $140.2 million of net available cash.
(2) 
Includes $52.4 million aggregate principal amount of 6.90% senior notes due 2037 that is subject to repurchase, at the option of the holders, on October 1 in each of 2017 and 2027, and $23.0 million aggregate principal amount of 6.59% senior notes due 2038 that is subject to repurchase, at the option of the holders, on July 7 in each of 2018, 2023 and 2028.
The instruments governing our outstanding indebtedness contain covenants that limit our ability and the ability of certain of our subsidiaries to, among other things: (i) incur debt; (ii) make certain dividends, distributions and investments; (iii) enter into certain transactions; and/or (iv) merge, consolidate or sell certain assets. Ventas Realty’s and Ventas Canada Finance Limited’s senior notes also require us and our subsidiaries to maintain total unencumbered assets of at least 150% of our unsecured debt. Our unsecured credit facility also requires us to maintain certain financial covenants pertaining to, among other things, our consolidated total leverage, secured debt, unsecured debt, fixed charge coverage and net worth.
As of December 31, 2016, we were in compliance with all of these covenants.
Derivatives and Hedging
In the normal course of our business, interest rate fluctuations affect future cash flows under our variable rate debt obligations, loans receivable and marketable debt securities and foreign currency exchange rate fluctuations affect our operating results. We follow established risk management policies and procedures, including the use of derivative instruments, to mitigate the impact of these risks.
For interest rate exposures, we use derivatives primarily to fix the rate on our variable rate debt and to manage our borrowing costs. We do not use derivative instruments for trading or speculative purposes, and we have a policy of entering into contracts only with major financial institutions based upon their credit ratings and other factors. When considered together with the underlying exposure that the derivative is designed to hedge, we do not expect that the use of derivatives in this manner would have any material adverse effect on our future financial condition or results of operations.
As of December 31, 2016, our variable rate debt obligations of $1.7 billion reflect, in part, the effect of $150.8 million notional amount of interest rate swaps with a maturity of March 22, 2018 that effectively convert fixed rate debt to variable rate debt. As of December 31, 2016, our fixed rate debt obligations of $9.5 billion reflect, in part, the effect of $236.5 million notional amount of interest rate swaps with maturities ranging from October 1, 2018 to August 3, 2020, in each case that effectively convert variable rate debt to fixed rate debt.
In February 2016, we entered into a $200 million notional amount interest rate swap with a maturity of August 3, 2020 that effectively converts LIBOR-based floating rate debt to fixed rate debt, setting LIBOR at 1.132% through the maturity date of the swap.
In July 2016, we entered into $225 million notional forward starting swaps that reduced our exposure to fluctuations in interest rates between July and the September issuance of 3.25% senior notes due 2026. On the issuance date, we realized a gain of $1.9 million from these swaps which will be recognized over the life of the notes using an effective interest method.


117

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


In January and February 2017, we entered into a total of $200 million of notional forward starting swaps with an effective date of April 3, 2017 that reduce our exposure to fluctuations in interest rates related to changes in rates between now and the forecasted issuance of long-term debt. The rate on the notional amounts is locked at a weighted average rate of 2.33%.
Unamortized Fair Value Adjustment
As of December 31, 2016, the unamortized fair value adjustment related to the long-term debt we assumed in connection with various acquisitions was $25.2 million and will be recognized as effective yield adjustments over the remaining terms of the instruments. The estimated aggregate amortization of the fair value adjustment related to long-term debt (which is reflected as a reduction of interest expense) was $10.7 million for the year ended December 31, 2016 and for each of the next five years will be as follows: 2017$6.9 million; 2018$3.1 million; 2019$2.3 million; 2020$1.9 million; and 2021$1.3 million.


NOTE 11—FAIR VALUES OF FINANCIAL INSTRUMENTS
As of December 31, 2016 and 2015, the carrying amounts and fair values of our financial instruments were as follows:
 
2016
 
2015
 
Carrying
Amount
 
Fair Value
 
Carrying
Amount
 
Fair Value
 
(In thousands)
Assets:
 
 
 
 
 
 
 
Cash and cash equivalents
$
286,707

 
$
286,707

 
$
53,023

 
$
53,023

Secured mortgage loans and other
646,972

 
655,981

 
793,433

 
816,849

Non-mortgage loans receivable, net
52,544

 
53,626

 
37,926

 
38,806

Government-sponsored pooled loan investments
55,049

 
55,049

 
63,679

 
63,679

Derivative instruments
3,302

 
3,302

 

 

Liabilities:
 
 
 
 
 
 
 
Senior notes payable and other debt, gross
11,190,914

 
11,369,440

 
11,271,020

 
11,384,880

Derivative instruments
2,316

 
2,316

 
2,696

 
2,696

Redeemable OP unitholder interests
177,177

 
177,177

 
188,546

 
188,546

For a discussion of the assumptions considered, refer to “NOTE 2—ACCOUNTING POLICIES.” The use of different market assumptions and estimation methodologies may have a material effect on the reported estimated fair value amounts. Accordingly, the estimates presented above are not necessarily indicative of the amounts we would realize in a current market exchange.


NOTE 12—STOCK-BASED COMPENSATION
Compensation Plans
We currently have: four plans under which outstanding options to purchase common stock, shares of restricted stock or restricted stock units have been, or may in the future be, granted to our officers, employees and non-employee directors (the 2000 Incentive Compensation Plan (Employee Plan), the 2006 Incentive Plan, the 2006 Stock Plan for Directors, and the 2012 Incentive Plan); one plan under which executive officers may receive common stock in lieu of compensation (the Executive Deferred Stock Compensation Plan); and one plan under which certain non-employee directors have received or may receive common stock in lieu of director fees (the Nonemployee Directors’ Deferred Stock Compensation Plan). These plans are referred to collectively as the “Plans.”
During the year ended December 31, 2016, we were permitted to issue shares and grant options, restricted stock and restricted stock units only under the Executive Deferred Stock Compensation Plan, the Nonemployee Directors’ Deferred Stock Compensation Plan and the 2012 Incentive Plan. The 2006 Incentive Plan and the 2006 Stock Plan for Directors (collectively, the “2006 Plans”) expired on December 31, 2012, and no additional grants were permitted under those Plans after that date.
    

118

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


The number of shares initially reserved for issuance and the number of shares available for future grants or issuance under these Plans as of December 31, 2016 were as follows:
Executive Deferred Stock Compensation Plan—0.6 million shares were reserved initially for issuance to our executive officers in lieu of the payment of all or a portion of their salary, at their option, and 0.6 million shares were available for future issuance as of December 31, 2016.
Nonemployee Directors’ Deferred Stock Compensation Plan—0.6 million shares were reserved initially for issuance to nonemployee directors in lieu of the payment of all or a portion of their retainer and meeting fees, at their option, and 0.5 million shares were available for future issuance as of December 31, 2016.
2012 Incentive Plan—10.5 million shares (plus the number of shares or options outstanding under the 2006 Plans as of December 31, 2012 that were or are subsequently forfeited or expire unexercised) were reserved initially for grants or issuance to employees and non-employee directors, and 6.5 million shares (plus the number of shares or options outstanding under the 2006 Plans as of December 31, 2016 that were or are subsequently forfeited or expire unexercised) were available for future issuance as of December 31, 2016.
Outstanding options issued under the Plans are exercisable at the market price on the date of grant, expire ten years from the date of grant, and vest or have vested over periods of two or three years. If provided in the applicable Plan or award agreement, the vesting of stock options may accelerate upon a change of control (as defined in the applicable Plan) of Ventas, Inc. and other specified events.
In connection with the NHP acquisition, we assumed certain outstanding options, shares of restricted stock and restricted stock units previously issued to NHP employees pursuant to the Nationwide Health Properties, Inc. 2005 Performance Incentive Plan, as amended (the “NHP Plan”). Any remaining outstanding awards continue to be subject to the terms and conditions of the NHP Plan and the applicable award agreements.

On January 18, 2017, the Executive Compensation Committee (the “Compensation Committee”) of our Board of Directors approved a 2017 long-term incentive compensation program for our named executive officers (the “2017 LTIP”) pursuant to the 2012 Incentive Plan. Several changes were made covering 2017, including: (1) in prior years, long-term incentive compensation awards were granted following and based on the satisfaction of specified performance goals (i.e., “retrospective”), and in 2017, performance-based awards made pursuant to the 2017 LTIP generally will be earned at a higher or lower level based on future performance (i.e., “prospective”); and (2) certain transition awards and modified vesting provisions apply. Under the 2017 LTIP, the aggregate target award value for each named executive officer is allocated such that 60% of the value is performance-based, in the form of performance-based restricted stock units, and 40% of the value is in the form of time-based restricted stock units. The Compensation Committee has eliminated qualitative or discretionary goals from the 2017 LTIP, which previously comprised 50% of the award opportunity.

Stock Options
In determining the estimated fair value of our stock options as of the date of grant, we used the Black-Scholes option pricing model with the following assumptions:
 
2016
 
2015
 
2014
Risk-free interest rate
0.93 - 1.27%

 
1.02 - 1.38%

 
1.3 - 1.4%

Dividend yield
5.50
%
 
5.00
%
 
5.00
%
Volatility factors of the expected market price for our common stock
19.1 - 20.6%

 
19.0 - 20.0%

 
17.8 - 18.0%

Weighted average expected life of options
4.0 years

 
4.0 years

 
4.17 years


119

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


The following is a summary of stock option activity in 2016:
 
Shares (000’s)
 
Weighted Average
Exercise Price
 
Weighted
Average
Remaining
Contractual
Life (years)
 
Intrinsic
Value
($000’s)
Outstanding as of December 31, 2015
3,052

 
$
52.62

 
 
 
 

Options granted
1,165

 
62.82

 
 
 
 

Options exercised
409

 
49.77

 
 
 
 

Options forfeited
2

 
58.84

 
 
 
 
Options expired
1

 
46.62

 
 
 
 
Outstanding as of December 31, 2016
3,805

 
56.05

 
7.2
 
$
30,379

Exercisable as of December 31, 2016
2,629

 
$
53.23

 
6.4
 
$
27,075

Compensation costs for all share-based awards are based on the grant date fair value and are recognized on a straight-line basis during the requisite service periods, with charges recorded in general and administrative expenses. Compensation costs related to stock options for the years ended December 31, 2016, 2015 and 2014 were $6.2 million, $4.2 million and $4.7 million, respectively.
As of December 31, 2016, we had $2.2 million of total unrecognized compensation cost related to non-vested stock options granted under the Plans. We expect to recognize that cost over a weighted average period of 1.18 years.
The weighted average grant date fair value of options issued during the years ended December 31, 2016, 2015 and 2014 was $4.73, $5.89 and $4.37, respectively.
Aggregate proceeds received from options exercised under the Plans or the NHP Plan for the years ended December 31, 2016, 2015 and 2014 were $20.4 million, $6.4 million and $26.2 million, respectively. The total intrinsic value at exercise of options exercised during the years ended December 31, 2016, 2015 and 2014 was $8.0 million, $4.7 million and $19.3 million, respectively. There was no deferred income tax benefit for stock options exercised.

Restricted Stock and Restricted Stock Units    

We recognize the fair value of shares of restricted stock and restricted stock units on the grant date of the award as stock-based compensation expense over the requisite service period, with charges to general and administrative expenses of approximately $14.7 million in 2016, $15.2 million in 2015 and $16.2 million in 2014. Restricted stock and restricted stock units generally vest over periods ranging from two to five years. If provided in the applicable Plan or award agreement, the vesting of restricted stock and restricted stock units may accelerate upon a change of control (as defined in the applicable Plan) of Ventas and other specified events.
    
A summary of the status of our non-vested restricted stock and restricted stock units as of December 31, 2016, and changes during the year ended December 31, 2016 follows:
 
Restricted
Stock
(000’s)
 
Weighted
Average
Grant Date
Fair Value
 
Restricted
Stock Units (000’s)
 
Weighted
Average
Grant Date
Fair Value
Nonvested at December 31, 2015
363

 
$
57.65

 
14

 
$
58.02

Granted
181

 
55.25

 
13

 
57.06

Vested
226

 
56.21

 
12

 
56.19

Forfeited
6

 
58.18

 
0

 
0.00

Nonvested at December 31, 2016
312

 
$
57.29

 
15

 
$
58.70

    
As of December 31, 2016, we had $6.9 million of unrecognized compensation cost related to non-vested restricted stock and restricted stock units under the Plans. We expect to recognize that cost over a weighted average period of 1.40 years. The total fair value at the vesting date for restricted stock and restricted stock units that vested during the years ended December 31, 2016, 2015 and 2014 was $13.9 million, $18.3 million and $17.7 million, respectively.


120

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Employee and Director Stock Purchase Plan

We have in effect an Employee and Director Stock Purchase Plan (“ESPP”) under which our employees and directors may purchase shares of our common stock at a discount. Pursuant to the terms of the ESPP, on each purchase date, participants may purchase shares of common stock at a price not less than 90% of the market price on that date (with respect to the employee tax-favored portion of the plan) and not less than 95% of the market price on that date (with respect to the additional employee and director portion of the plan). We initially reserved 3.0 million shares for issuance under the ESPP. As of December 31, 2016, 0.1 million shares had been purchased under the ESPP and 2.9 million shares were available for future issuance.
   
Employee Benefit Plan
    
We maintain a 401(k) plan that allows eligible employees to defer compensation subject to certain limitations imposed by the Code. In 2016, we made contributions for each qualifying employee of up to 3.5% of his or her salary, subject to certain limitations. During 2016, 2015 and 2014, our aggregate contributions were approximately $1.3 million, $1.2 million and $1.1 million, respectively.

NOTE 13—INCOME TAXES
We have elected to be taxed as a REIT under the applicable provisions of the Code for every year beginning with the year ended December 31, 1999. We have also elected for certain of our subsidiaries to be treated as TRS entities, which are subject to federal, state and foreign income taxes. All entities other than the TRS entities are collectively referred to as the “REIT” within this Note. Certain REIT entities are subject to foreign income tax.
Although we intend to continue to operate in a manner that will enable us to qualify as a REIT, such qualification depends upon our ability to meet, on a continuing basis, various distribution, stock ownership and other tests. During the years ended December 31, 2016, 2015 and 2014, our tax treatment of distributions per common share was as follows:
 
2016
 
2015
 
2014
Tax treatment of distributions:
 
 
 
 
 
Ordinary income
$
2.68216

 
$
3.02368

 
$
2.61271

Qualified ordinary income
0.05794

 
0.01632

 
0.10474

Long-term capital gain
0.11613

 

 
0.16224

Unrecaptured Section 1250 gain
0.10877

 

 
0.08531

Distribution reported for 1099-DIV purposes
$
2.96500

 
$
3.04000

 
$
2.96500

We believe we have met the annual REIT distribution requirement by payment of at least 90% of our estimated taxable income for 2016, 2015 and 2014. Our consolidated benefit for income taxes for the years ended December 31, 2016, 2015 and 2014 was as follows:
 
2016
 
2015
 
2014
 
(In thousands)
Current - Federal
$
(2,991
)
 
$
138

 
$
878

Current - State
1,241

 
1,453

 

Deferred - Federal
(19,539
)
 
(25,962
)
 
(3,338
)
Deferred - State
(3,634
)
 
(3,054
)
 
(1,772
)
Current - Foreign
1,067

 
953

 
327

Deferred - Foreign
(7,487
)
 
(12,812
)
 
(4,827
)
Total
$
(31,343
)
 
$
(39,284
)
 
$
(8,732
)
The income tax benefit for the year ended December 31, 2016 is due primarily to the income tax benefit of ordinary losses and the reversal of a net deferred tax liability at certain TRS entities, and the release of a tax reserve. The income tax benefit for the year ended December 31, 2015 primarily relates to the income tax benefit of ordinary losses related to certain TRS entities.

121

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Although the TRS entities have paid minimal cash federal income taxes for the year ended December 31, 2016, their federal income tax liabilities may increase in future years as we exhaust net operating loss (“NOL”) carryforwards and as our senior living operations reportable business segment grows. Such increases could be significant.
A reconciliation of income tax expense and benefit, which is computed by applying the federal corporate tax rate for the years ended December 31, 2016, 2015 and 2014, to the income tax benefit is as follows:
 
2016
 
2015
 
2014
 
(In thousands)
Tax at statutory rate on earnings from continuing operations before unconsolidated entities, noncontrolling interest and income taxes
$
181,478

 
$
123,086

 
$
122,746

State income taxes, net of federal benefit
(1,022
)
 
(657
)
 
(1,152
)
Increase in valuation allowance
3,921

 
20,978

 
23,122

(Decrease) increase in ASC 740 income tax liability
(3,582
)
 
(462
)
 
878

Tax at statutory rate on earnings not subject to federal income taxes
(209,204
)
 
(185,648
)
 
(151,055
)
Foreign rate differential and foreign taxes
2,094

 
3,095

 
3,230

Change in tax status of TRS
(5,629
)
 

 
(7,380
)
Other differences
601

 
324

 
879

Income tax benefit
$
(31,343
)
 
$
(39,284
)
 
$
(8,732
)
In connection with the Holiday Canada Acquisition in 2014, the HCT and U.K. acquisitions in 2015, and the Life Sciences Acquisition in 2016, we established a beginning net deferred tax liability of $107.7 million, $32.3 million, $18.5 million and $9.4 million, respectively, related to temporary differences between the financial reporting and tax bases of assets acquired and liabilities assumed (primarily property, intangible and related assets, net of NOL carryforwards).
Each TRS is a tax paying component for purposes of classifying deferred tax assets and liabilities. The tax effects of temporary differences and carryforwards (including the REIT carryforwards) included in the net deferred tax liabilities at December 31, 2016, 2015 and 2014 are summarized as follows:
 
2016
 
2015
 
2014
 
(In thousands)
Property, primarily differences in depreciation and amortization, the tax basis of land assets and the treatment of interests and certain costs
$
(409,803
)
 
$
(413,566
)
 
$
(406,023
)
Operating loss and interest deduction carryforwards
589,326

 
564,091

 
398,859

Expense accruals and other
18,185

 
14,624

 
15,355

Valuation allowance
(514,349
)
 
(503,531
)
 
(352,528
)
Net deferred tax liabilities
$
(316,641
)
 
$
(338,382
)
 
$
(344,337
)
Our net deferred tax liability decreased $21.7 million during 2016 primarily due to the reversal of a net deferred tax liability at one TRS and the impact of TRS operating losses and currency translation adjustments, offset by $9.4 million of recorded deferred tax liability as a result of the Life Sciences Acquisition. Our net deferred tax liability decreased $6.0 million during 2015 primarily due to $51.8 million of recorded deferred tax liability as a result of the HCT, U.K. and Ardent acquisitions, offset by the impact of TRS operating losses and currency translation adjustments.
Due to uncertainty regarding the realization of certain deferred tax assets, we have established valuation allowances, primarily in connection with the NOL carryforwards related to the REIT and certain TRSs.  The amounts related to NOLs at the REIT and TRS entities for 2016, 2015, and 2014 are $379.5 million and $84.7 million, $369.4 million and $85.5 million, and $251.1 million and $66.1 million, respectively. The REIT NOLs are subject to a full valuation allowance.
For the years ended December 31, 2016 and 2015, the net difference between tax bases and the reported amount of REIT assets and liabilities for federal income tax purposes was approximately $4.4 billion and $4.7 billion, respectively, less than the book bases of those assets and liabilities for financial reporting purposes.

122

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


A rollforward of valuation allowances, for the years ended December 31, 2016, 2015 and 2014, is as follows:
 
2016
 
2015
 
2014
 
(In thousands)
Beginning Balance
$
503,531

 
$
352,528

 
$
331,458

Additions:
 
 
 
 
 
Purchase accounting

 
172,932

 

Expenses(1)
6,589

 
21,375

 
25,199

Subtractions:
 
 
 
 
 
Purchase accounting
(15,671
)
 

 

Deductions(1)
(2,668
)
 
(397
)
 
(2,077
)
State income tax, net of Federal impact
536

 
529

 
2,998

REIT activity(2)
22,840

 
(45,781
)
 
(3,583
)
Other activity (not resulting in expense or deduction)
(808
)
 
2,345

 
(1,467
)
Ending balance
$
514,349

 
$
503,531

 
$
352,528

(1) 
Generally, Expenses and Deductions are increases and decreases, respectively, in TRS valuation allowances, the latter being through utilization or release. Net amount equals increase in valuation allowance on reconciliation of income tax expense and benefit schedule above.
(2) 
Includes primarily the increase and decrease of REIT Federal income tax attributes due to utilization, expiration and adjustments other than purchase accounting.
We are subject to corporate level taxes (“built-in gains tax”) for any asset dispositions during the five-year period immediately after the assets were owned by a C corporation (either prior to our REIT election, through stock acquisition or merger). The amount of income potentially subject to built-in gains tax is generally equal to the lesser of the excess of the fair value of the asset over its adjusted tax basis as of the date it became a REIT asset or the actual amount of gain. Some, but not all, future gains could be offset by available NOL carryforwards.
Generally, we are subject to audit under the statute of limitations by the Internal Revenue Service (“IRS”) for the year ended December 31, 2013 and subsequent years and are subject to audit by state taxing authorities for the year ended December 31, 2012 and subsequent years. We are also subject to audit in Canada for periods subsequent to the acquisition, and certain prior periods, with respect to the entities acquired in connection with the Sunrise and Holiday Canada acquisitions. We are subject to audit in the United Kingdom generally for the periods ended in and subsequent to 2015.
At December 31, 2016, we had a combined NOL carryforward of $490.4 million related to the TRS entities and an NOL carryforward of $1.1 billion related to the REIT, including $18.6 million and $397.9 million of the REIT NOL carried over from the HCT and Ardent acquisitions, respectively. Additionally, $10.5 million of Federal income tax credits were carried over from the Ardent entities. These amounts can be used to offset future taxable income (and/or taxable income for prior years if an audit determines that tax is owed), if any. The REIT will be entitled to utilize NOLs and tax credit carryforwards only to the extent that REIT taxable income exceeds our deduction for dividends paid. Certain NOL and credit carryforwards are limited as to their utilization by Section 382 of the Code. The NOL carryforwards have begun to expire annually for the REIT and begin to expire in 2024 with respect to the TRS entities.
As a result of our uncertainty regarding the use of existing REIT NOLs, we have not ascribed any net deferred tax benefit to REIT NOL carryforwards as of December 31, 2016 and 2015. The IRS may challenge our entitlement to these tax attributes during its review of the tax returns for the previous tax years. We believe we are entitled to these tax attributes but cannot assure you as to the outcome of these matters.

123

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


The following table summarizes the activity related to our unrecognized tax benefits:
 
2016
 
2015
 
(In thousands)
Balance as of January 1
$
24,135

 
$
25,446

Additions to tax positions related to the current year

 

Additions to tax positions related to prior years
222

 
248

Subtractions to tax positions related to prior years

 
(677
)
Subtractions to tax positions related to settlements

 

Subtractions to tax positions as a result of the lapse of the statute of limitations
(3,407
)
 
(882
)
Balance as of December 31
$
20,950

 
$
24,135

Included in these unrecognized tax benefits of $21.0 million and $24.1 million at December 31, 2016 and 2015, respectively, were $19.3 million and $22.5 million of tax benefits at December 31, 2016 and 2015, respectively, that, if recognized, would reduce our annual effective tax rate. We accrued interest of $0.3 million related to the unrecognized tax benefits during 2016, but no penalties. We expect our unrecognized tax benefits to decrease by $4.3 million during 2017, as a result of the lapse of the statute of limitations.
As a part of the transfer pricing structure in the normal course of business, the REIT enters into transactions with certain TRSs, such as leasing transactions, other capital financing and allocation of general and administrative costs, which transactions are intended to comply with Internal Revenue Service and foreign tax authority transfer pricing rules.


NOTE 14—COMMITMENTS AND CONTINGENCIES
Litigation
Proceedings against Tenants, Operators and Managers
From time to time, Brookdale Senior Living, Kindred, Atria, Sunrise and our other tenants, operators and managers are parties to certain legal actions, regulatory investigations and claims arising in the conduct of their business and operations. Even though we generally are not party to these proceedings, the unfavorable resolution of any such actions, investigations or claims could, individually or in the aggregate, materially adversely affect such tenants’, operators’ or managers’ liquidity, financial condition or results of operations and their ability to satisfy their respective obligations to us, which, in turn, could have a Material Adverse Effect on us.
Proceedings Indemnified and Defended by Third Parties
From time to time, we are party to certain legal actions, regulatory investigations and claims for which third parties are contractually obligated to indemnify, defend and hold us harmless. The tenants of our triple-net leased properties and, in some cases, their affiliates are required by the terms of their leases and other agreements with us to indemnify, defend and hold us harmless against certain actions, investigations and claims arising in the course of their business and related to the operations of our triple-net leased properties. In addition, third parties from whom we acquired certain of our assets and, in some cases, their affiliates are required by the terms of the related conveyance documents to indemnify, defend and hold us harmless against certain actions, investigations and claims related to the acquired assets and arising prior to our ownership or related to excluded assets and liabilities. In some cases, a portion of the purchase price consideration is held in escrow for a specified period of time as collateral for these indemnification obligations. We are presently being defended by certain tenants and other obligated third parties in these types of matters. We cannot assure you that our tenants, their affiliates or other obligated third parties will continue to defend us in these matters, that our tenants, their affiliates or other obligated third parties will have sufficient assets, income and access to financing to enable them to satisfy their defense and indemnification obligations to us or that any purchase price consideration held in escrow will be sufficient to satisfy claims for which we are entitled to indemnification. The unfavorable resolution of any such actions, investigations or claims could, individually or in the aggregate, materially adversely affect our tenants’ or other obligated third parties’ liquidity, financial condition or results of operations and their ability to satisfy their respective obligations to us, which, in turn, could have a Material Adverse Effect on us.
Proceedings Arising in Connection with Senior Living and Office Operations; Other Litigation
From time to time, we are party to various legal actions, regulatory investigations and claims (some of which may not be insured and some of which may allege large damage amounts) arising in connection with our senior living and office operations or otherwise in the course of our business. In limited circumstances, the manager of the applicable seniors housing

124

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


community, MOB or life science innovation center, may be contractually obligated to indemnify, defend and hold us harmless against such actions, investigations and claims. It is the opinion of management that, except as otherwise set forth in this Note 14, the disposition of any such actions, investigations and claims that are currently pending will not, individually or in the aggregate, have a Material Adverse Effect on us. However, regardless of their merits, we may be forced to expend significant financial resources to defend and resolve these matters. We are unable to predict the ultimate outcome of these actions, investigations and claims, and if management’s assessment of our liability with respect thereto is incorrect, such actions, investigations and claims could have a Material Adverse Effect on us.
Certain Obligations, Liabilities and Litigation
We may be subject to various obligations, liabilities and litigation assumed in connection with or arising out of our acquisitions or otherwise arising in connection with our business, some of which may be indemnifiable by third parties. If these liabilities are greater than expected or were not known to us at the time of acquisition, if we are not entitled to indemnification, or if the responsible third party fails to indemnify us, such obligations, liabilities and litigation could have a Material Adverse Effect on us. In addition, in connection with the sale or leasing of our properties, we may incur various obligations and liabilities, including indemnification obligations to the buyer or tenant, relating to the operations of those properties, which could have a Material Adverse Effect on us.
Other

With respect to certain of our properties, we are subject to operating and ground lease obligations that generally require fixed monthly or annual rent payments and may include escalation clauses and renewal options. These leases have terms that expire during the next 85 years, excluding extension options.

As of December 31, 2016, our future minimum lease obligations under non-cancelable operating and ground leases were as follows:
 
Lease Payments
 
(In thousands)
2017
$
28,146

2018
24,814

2019
21,593

2020
20,766

2021
20,105

Thereafter
628,571

Total
$
743,995



125

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


NOTE 15—EARNINGS PER SHARE
The following table shows the amounts used in computing our basic and diluted earnings per common share:
 
For the Year Ended December 31,
 
2016
 
2015
 
2014
 
(In thousands, except per share amounts)
Numerator for basic and diluted earnings per share:
 
 
 
 
 
Income from continuing operations attributable to common stockholders
$
650,153

 
$
406,740

 
$
376,032

Discontinued operations
(922
)
 
11,103

 
99,735

Net income attributable to common stockholders
$
649,231

 
$
417,843

 
$
475,767

Denominator:
 
 
 
 
 
Denominator for basic earnings per share—weighted average shares
344,703

 
330,311

 
294,175

Effect of dilutive securities:
 
 
 
 
 
Stock options
569

 
360

 
495

Restricted stock awards
176

 
41

 
55

OP units
2,942

 
3,295

 
1,952

Denominator for diluted earnings per share—adjusted weighted average shares
348,390

 
334,007

 
296,677

Basic earnings per share:
 
 
 
 
 
Income from continuing operations attributable to common stockholders
$
1.88

 
$
1.23

 
$
1.28

Discontinued operations
0.00

 
0.03

 
0.34

Net income attributable to common stockholders
$
1.88

 
$
1.26

 
$
1.62

Diluted earnings per share:
 
 
 
 
 
Income from continuing operations attributable to common stockholders
$
1.86

 
$
1.22

 
$
1.26

Discontinued operations
0.00

 
0.03

 
0.34

Net income attributable to common stockholders
$
1.86

 
$
1.25

 
$
1.60

There were 1.4 million, 0.9 million and 0.5 million anti-dilutive options outstanding for the years ended December 31, 2016, 2015 and 2014, respectively.


NOTE 16—PERMANENT AND TEMPORARY EQUITY
Capital Stock
For the year ended December 31, 2016, we issued and sold 18.9 million shares of common stock under our “at-the-market” (“ATM”) equity offering program and public offerings. Aggregate net proceeds for these activities were $1.3 billion, after sales agent commissions. We used the proceeds to fund a portion of the Life Sciences Acquisition, for working capital and other general corporate purposes. See NOTE 4—ACQUISITIONS OF REAL ESTATE PROPERTY for additional information. As of December 31, 2016, approximately $230.6 million of our common stock remained available for sale under our ATM equity offering program.
In January 2015, in connection with the HCT acquisition, we issued approximately 28.4 million shares of our common stock and 1.1 million Class C Units that are redeemable for our common stock.
For the year ended December 31, 2015, we issued and sold a total of 7.2 million shares of our common stock under our ATM equity offering program for aggregate net proceeds of $491.6 million, after sales agent commissions.
For the year ended December 31, 2014, we issued and sold a total of 3.4 million shares of common stock under the ATM program for aggregate net proceeds of $242.3 million, after sales agent commissions.
During 2016, third party investors redeemed 65,581 OP Units and 331,208 Class C Units for 390,558 shares of Ventas common stock, valued at $24.3 million. During 2015, third party investors redeemed 9,309 OP Units and 445,541 Class C Units for approximately $33.2 million.

126

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Excess Share Provision
In order to preserve our ability to maintain REIT status, our Charter provides that if a person acquires beneficial ownership of more than 9% of our outstanding common stock or 9.9% of our outstanding preferred stock, the shares that are beneficially owned in excess of such limit are deemed to be excess shares. These shares are automatically deemed transferred to a trust for the benefit of a charitable institution or other qualifying organization selected by our Board of Directors. The trust is entitled to all dividends with respect to the shares and the trustee may exercise all voting power over the shares.
We have the right to buy the excess shares for a purchase price equal to the lesser of the price per share in the transaction that created the excess shares or the market price on the date we buy the shares, and we may defer payment of the purchase price for the excess shares for up to five years. If we do not purchase the excess shares, the trustee of the trust is required to transfer the excess shares at the direction of the Board of Directors. The owner of the excess shares is entitled to receive the lesser of the proceeds from the sale or the original purchase price for such excess shares, and any additional amounts are payable to the beneficiary of the trust. As of December 31, 2016, there were no shares in the trust.
Our Board of Directors is empowered to grant waivers from the excess share provisions of our Charter.
Distribution Reinvestment and Stock Purchase Plan
Prior to its suspension in July 2014, our Distribution Reinvestment and Stock Purchase Plan (“DRIP”) enabled existing stockholders to purchase shares of common stock by reinvesting all or a portion of the cash distribution on their shares of our common stock, subject to certain limits. Existing stockholders and new investors also could purchase shares of our common stock under the DRIP by making optional cash payments, subject to certain limits. In 2014, we offered a 1% discount on the purchase price of our common stock to shareholders who reinvested their dividends or made optional cash purchases through the DRIP. We may determine whether or not to reinstate the DRIP at any time at our sole discretion, and if so, the amount and availability of this discount will be at our discretion. The granting of a discount for one month or quarter, as applicable, will not ensure the availability or amount of a discount in future periods, and each month or quarter, as applicable, we may lower or eliminate the discount without prior notice. In addition, we may change our determination as to whether common shares will be purchased by the plan administrator directly from us or in the open market without prior notice to investors.
Accumulated Other Comprehensive Income (Loss)
The following is a summary of our accumulated other comprehensive loss as of December 31, 2016 and 2015:
 
2016
 
2015
 
(In thousands)
Foreign currency translation
$
(66,192
)
 
$
(13,926
)
Unrealized gain on marketable securities
1,239

 
1,549

Other
7,419

 
4,812

Total accumulated other comprehensive loss
$
(57,534
)
 
$
(7,565
)
The change in foreign currency translation during the year ended December 31, 2016 was due primarily to the remeasurement of our properties located in the United Kingdom.

127

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Redeemable OP Unitholder and Noncontrolling Interests
The following is a rollforward of our redeemable OP unitholder interest and noncontrolling interest for 2016:
 
 
Redeemable OP Unitholder Interest
 
Redeemable Noncontrolling Interest
 
Total Redeemable OP Unitholder and Noncontrolling Interests
 
 
(In thousands)
Balance as of December 31, 2015
 
$
188,546

 
$
7,983

 
$
196,529

New issuances(1)
 

 
14,851

 
14,851

Change in valuation
 
21,085

 
717

 
21,802

Distributions and other
 
(8,640
)
 

 
(8,640
)
Redemptions
 
(23,814
)
 

 
(23,814
)
Balance as of December 31, 2016
 
$
177,177

 
$
23,551

 
$
200,728

(1) 
New issuances of redeemable noncontrolling interests relate to joint venture arrangements from the Life Sciences Acquisition.
In January 2017, third party investors redeemed the remaining 341,776 Class C Units outstanding for 341,776 shares of Ventas common stock, valued at $20.9 million. After giving effect to such redemptions, Ventas Realty OP is our wholly owned subsidiary.

NOTE 17—RELATED PARTY TRANSACTIONS
As disclosed in “NOTE 3—CONCENTRATION OF CREDIT RISK,” Atria provides comprehensive property management and accounting services with respect to our seniors housing communities that Atria operates, for which we pay annual management fees pursuant to long-term management agreements.  Most of our management agreements with Atria have initial terms expiring either July 31, 2024, or December 31, 2027, with successive automatic ten-year renewal periods. The management fees payable to Atria under most of the Atria management agreements range from 4.5% to 5% of revenues generated by the applicable properties, and Atria can earn up to an additional 1% of revenues based on the achievement of specified performance targets. Atria also provides certain construction and development management services relating to various development and redevelopment projects within our seniors housing portfolio. For the years ended December 31, 2016, 2015 and 2014, we incurred fees to Atria of $58.7 million, $58.0 million, and $52.7 million respectively, the majority of which are recorded within property-level operating expenses in our Consolidated Statements of Income.
As disclosed in “NOTE 4—ACQUISITIONS OF REAL ESTATE PROPERTY,” we leased ten hospital campuses to Ardent pursuant to a single, triple-net master lease agreement. Pursuant to our master lease agreement, Ardent is obligated to pay base rent, which escalates annually by the lesser of four times the increase in the consumer price index for the relevant period and 2.5%.  The initial term of the master lease expires on August 31, 2035 and Ardent has one ten-year renewal option. For the year ended December 31, 2016 and period from the closing of the Ardent Transaction through December 31, 2015, we recognized rental income from Ardent of $106.9 million and $42.9 million, respectively. In 2015, as part of the closing, we also paid certain transaction-related fees to Ardent of $40.0 million, which are recorded within merger-related expenses and deal costs in our Consolidated Statements of Income.
These transactions are considered to be arm’s length in nature and on terms consistent with transactions with unaffiliated third parties.


128

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


NOTE 18—QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

Summarized unaudited consolidated quarterly information for the years ended December 31, 2016 and 2015 is provided below.
 
For the Year Ended December 31, 2016
 
First
Quarter
 
Second
Quarter
 
Third
Quarter
 
Fourth
Quarter
 
(In thousands, except per share amounts)
Revenues
$
852,289

 
$
848,404

 
$
867,116

 
$
875,713

Income from continuing operations attributable to common stockholders, including real estate dispositions
$
149,469

 
$
143,310

 
$
149,570

 
$
207,804

Discontinued operations
(489
)
 
(148
)
 
(118
)
 
(167
)
Net income attributable to common stockholders
$
148,980

 
$
143,162

 
$
149,452

 
$
207,637

Earnings per share:
 
 
 
 
 
 
 
Basic:
 
 
 
 
 
 
 
Income from continuing operations attributable to common stockholders, including real estate dispositions
$
0.44

 
$
0.42

 
$
0.43

 
$
0.59

Discontinued operations
0.00

 
0.00

 
0.00

 
0.00

Net income attributable to common stockholders
$
0.44

 
$
0.42

 
$
0.43

 
$
0.59

Diluted:
 
 
 
 
 
 
 
Income from continuing operations attributable to common stockholders, including real estate dispositions
$
0.44

 
$
0.42

 
$
0.42

 
$
0.58

Discontinued operations
0.00

 
0.00

 
0.00

 
0.00

Net income attributable to common stockholders
$
0.44

 
$
0.42

 
$
0.42

 
$
0.58

Dividends declared per share
$
0.73

 
$
0.73

 
$
0.73

 
$
0.775


 
For the Year Ended December 31, 2015
 
First
Quarter
 
Second
Quarter
 
Third
Quarter
 
Fourth
Quarter
 
(In thousands, except per share amounts)
Revenues
$
805,598

 
$
811,920

 
$
827,606

 
$
841,274

Income from continuing operations attributable to common stockholders, including real estate dispositions
$
102,868

 
$
131,578

 
$
45,235

 
$
127,059

Discontinued operations
17,574

 
18,243

 
(22,383
)
 
(2,331
)
Net income attributable to common stockholders
$
120,442

 
$
149,821

 
$
22,852

 
$
124,728

Earnings per share:
 
 
 
 
 
 
 
Basic:
 
 
 
 
 
 
 
Income from continuing operations attributable to common stockholders, including real estate dispositions
$
0.32

 
$
0.39

 
$
0.14

 
$
0.38

Discontinued operations
0.05

 
0.06

 
(0.07
)
 
(0.01
)
Net income attributable to common stockholders
$
0.37

 
$
0.45

 
$
0.07

 
$
0.37

Diluted:
 
 
 
 
 
 
 
Income from continuing operations attributable to common stockholders, including real estate dispositions
$
0.32

 
$
0.40

 
$
0.14

 
$
0.38

Discontinued operations
0.05

 
0.05

 
(0.07
)
 
(0.01
)
Net income attributable to common stockholders
$
0.37

 
$
0.45

 
$
0.07

 
$
0.37

Dividends declared per share
$
0.79

 
$
0.79

 
$
0.73

 
$
0.73




129

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


NOTE 19—SEGMENT INFORMATION
As of December 31, 2016, we operated through three reportable business segments: triple-net leased properties, senior living operations and office operations. Under our triple-net leased properties segment, we invest in and own seniors housing and healthcare properties throughout the United States and the United Kingdom and lease those properties to healthcare operating companies under “triple-net” or “absolute-net” leases that obligate the tenants to pay all property-related expenses. In our senior living operations segment, we invest in seniors housing communities throughout the United States and Canada and engage independent operators, such as Atria and Sunrise, to manage those communities. In our office operations segment, we primarily acquire, own, develop, lease, and manage MOBs and life science and innovation centers throughout the United States. Information provided for “all other” includes income from loans and investments and other miscellaneous income and various corporate-level expenses not directly attributable to our three reportable business segments. Assets included in “all other” consist primarily of corporate assets, including cash, restricted cash, deferred financing costs, loans receivable and investments, and miscellaneous accounts receivable.
Our chief operating decision makers evaluate performance of the combined properties in each reportable business segment and determine how to allocate resources to those segments in significant part, based on segment NOI and related measures. We define segment NOI as NOI adjusted for income or loss from unconsolidated entities, and we define NOI as total revenues, less interest and other income, property-level operating expenses and office building services costs. We consider segment NOI useful because it allows investors, analysts and our management to measure unlevered property-level operating results and to compare our operating results to the operating results of other real estate companies between periods on a consistent basis. In order to facilitate a clear understanding of our historical consolidated operating results, segment NOI should be examined in conjunction with income from continuing operations as presented in our Consolidated Financial Statements and other financial data included elsewhere in this Annual Report on Form 10-K.
Interest expense, depreciation and amortization, general, administrative and professional fees, income tax expense and other non-property specific revenues and expenses are not allocated to individual reportable business segments for purposes of assessing segment performance. There are no intersegment sales or transfers.

130

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Summary information by reportable business segment is as follows:
 
For the Year Ended December 31, 2016
 
Triple-Net
Leased
Properties
 
Senior
Living
Operations
 
Office
Operations
 
All
Other
 
Total
 
(In thousands)
Revenues:
 
 
 
 
 
 
 
 
 
Rental income
$
845,834

 
$

 
$
630,342

 
$

 
$
1,476,176

Resident fees and services

 
1,847,306

 

 

 
1,847,306

Office building and other services revenue
4,921

 

 
13,029

 
3,120

 
21,070

Income from loans and investments

 

 

 
98,094

 
98,094

Interest and other income

 

 

 
876

 
876

Total revenues
$
850,755

 
$
1,847,306

 
$
643,371

 
$
102,090

 
$
3,443,522

Total revenues
$
850,755

 
$
1,847,306

 
$
643,371

 
$
102,090

 
$
3,443,522

Less:
 
 
 
 
 
 
 
 
 
Interest and other income

 

 

 
876

 
876

Property-level operating expenses

 
1,242,978

 
191,784

 

 
1,434,762

Office building services costs

 

 
7,311

 

 
7,311

Segment NOI
850,755

 
604,328

 
444,276

 
101,214

 
2,000,573

Income from unconsolidated entities
2,363

 
1,265

 
590

 
140

 
4,358

Segment profit
$
853,118

 
$
605,593

 
$
444,866

 
$
101,354

 
2,004,931

Interest and other income
 

 
 

 
 

 
 
 
876

Interest expense
 

 
 

 
 

 
 

 
(419,740
)
Depreciation and amortization
 

 
 

 
 

 
 

 
(898,924
)
General, administrative and professional fees
 

 
 

 
 

 
 

 
(126,875
)
Loss on extinguishment of debt, net
 

 
 

 
 

 
 

 
(2,779
)
Merger-related expenses and deal costs
 

 
 

 
 

 
 

 
(24,635
)
Other
 

 
 

 
 

 
 

 
(9,988
)
Income tax benefit
 

 
 

 
 

 
 

 
31,343

Income from continuing operations
 

 
 

 
 

 
 

 
$
554,209


131

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


 
For the Year Ended December 31, 2015
 
Triple-Net
Leased
Properties
 
Senior
Living
Operations
 
Office
Operations
 
All
Other
 
Total
 
(In thousands)
Revenues:
 
 
 
 
 
 
 
 
 
Rental income
$
779,801

 
$

 
$
566,245

 
$

 
$
1,346,046

Resident fees and services

 
1,811,255

 

 

 
1,811,255

Office building and other services revenue
4,433

 

 
34,436

 
2,623

 
41,492

Income from loans and investments

 

 

 
86,553

 
86,553

Interest and other income

 

 

 
1,052

 
1,052

Total revenues
$
784,234

 
$
1,811,255

 
$
600,681

 
$
90,228

 
$
3,286,398

Total revenues
$
784,234

 
$
1,811,255

 
$
600,681

 
$
90,228

 
$
3,286,398

Less:
 
 
 
 
 
 
 
 
 
Interest and other income

 

 

 
1,052

 
1,052

Property-level operating expenses

 
1,209,415

 
174,225

 

 
1,383,640

Office building services costs

 

 
26,565

 

 
26,565

Segment NOI
784,234

 
601,840

 
399,891

 
89,176

 
1,875,141

(Loss) income from unconsolidated entities
(813
)
 
(526
)
 
369

 
(450
)
 
(1,420
)
Segment profit
$
783,421

 
$
601,314

 
$
400,260

 
$
88,726

 
1,873,721

Interest and other income
 

 
 

 
 

 
 
 
1,052

Interest expense
 

 
 

 
 

 
 

 
(367,114
)
Depreciation and amortization
 

 
 

 
 

 
 

 
(894,057
)
General, administrative and professional fees
 

 
 

 
 

 
 

 
(128,035
)
Loss on extinguishment of debt, net
 

 
 

 
 

 
 

 
(14,411
)
Merger-related expenses and deal costs
 

 
 

 
 

 
 

 
(102,944
)
Other
 

 
 

 
 

 
 

 
(17,957
)
Income tax benefit
 

 
 

 
 

 
 

 
39,284

Income from continuing operations
 

 
 

 
 

 
 

 
$
389,539


132

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


 
For the Year Ended December 31, 2014
 
Triple-Net
Leased
Properties
 
Senior
Living
Operations
 
Office
Operations
 
All
Other
 
Total
 
(In thousands)
Revenues:
 
 
 
 
 
 
 
 
 
Rental income
$
674,547

 
$

 
$
463,910

 
$

 
$
1,138,457

Resident fees and services

 
1,552,951

 

 

 
1,552,951

Office building and other services revenue
4,565

 

 
22,529

 
2,270

 
29,364

Income from loans and investments

 

 

 
51,778

 
51,778

Interest and other income

 

 

 
4,263

 
4,263

Total revenues
$
679,112

 
$
1,552,951

 
$
486,439

 
$
58,311

 
$
2,776,813

Total revenues
$
679,112

 
$
1,552,951

 
$
486,439

 
$
58,311

 
$
2,776,813

Less:
 
 
 
 
 
 
 
 
 
Interest and other income

 

 

 
4,263

 
4,263

Property-level operating expenses

 
1,036,556

 
158,832

 

 
1,195,388

Office building services costs

 

 
17,092

 

 
17,092

Segment NOI
679,112

 
516,395

 
310,515

 
54,048

 
1,560,070

Income (loss) from unconsolidated entities
859

 
(658
)
 
398

 
(738
)
 
(139
)
Segment profit
$
679,971

 
$
515,737

 
$
310,913

 
$
53,310

 
1,559,931

Interest and other income
 

 
 

 
 

 
 
 
4,263

Interest expense
 

 
 

 
 

 
 

 
(292,065
)
Depreciation and amortization
 

 
 

 
 

 
 

 
(725,216
)
General, administrative and professional fees
 

 
 

 
 

 
 

 
(121,738
)
Loss on extinguishment of debt, net
 
 
 
 
 
 
 
 
(5,564
)
Merger-related expenses and deal costs
 

 
 

 
 

 
 

 
(43,304
)
Other
 

 
 

 
 

 
 

 
(25,743
)
Income tax benefit
 

 
 

 
 

 
 

 
8,732

Income from continuing operations
 

 
 

 
 

 
 

 
$
359,296

Assets by reportable business segment are as follows:
 
As of December 31,
 
2016
 
2015
 
(Dollars in thousands)
Assets:
 
 
 
 
 
 
 
Triple-net leased properties
$
7,627,792

 
32.9
%
 
$
7,996,645

 
35.9
%
Senior living operations
7,826,262

 
33.8

 
8,022,206

 
36.0

Office operations
6,614,454

 
28.6

 
5,209,751

 
23.4

All other assets
1,098,092

 
4.7

 
1,033,316

 
4.7

Total assets
$
23,166,600

 
100.0
%
 
$
22,261,918

 
100.0
%

133

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Capital expenditures, including investments in real estate property and development project expenditures, by reportable business segment are as follows:
 
For the Year Ended December 31,
 
2016
 
2015
 
2014
 
(In thousands)
Capital expenditures:
 
 
 
 
 
Triple-net leased properties
$
74,192

 
$
1,890,245

 
$
647,870

Senior living operations
105,614

 
382,877

 
977,997

Office operations
1,503,304

 
604,827

 
36,861

Total capital expenditures
$
1,683,110

 
$
2,877,949

 
$
1,662,728

Our portfolio of properties and mortgage loan and other investments are located in the United States, Canada and the United Kingdom. Revenues are attributed to an individual country based on the location of each property.
Geographic information regarding our operations is as follows:
 
For the Year Ended December 31,
 
2016
 
2015
 
2014
 
(In thousands)
Revenues:
 
 
 
 
 
United States
$
3,242,353

 
$
3,086,449

 
$
2,636,591

Canada
174,831

 
173,778

 
126,435

United Kingdom
26,338

 
26,171

 
13,787

Total revenues
$
3,443,522

 
$
3,286,398

 
$
2,776,813

 
As of December 31,
 
2016
 
2015
 
(In thousands)
Net real estate property:
 
 
 
United States
$
19,105,939

 
$
18,271,829

Canada
1,037,105

 
1,039,561

United Kingdom
251,710

 
313,830

Total net real estate property
$
20,394,754

 
$
19,625,220




NOTE 20—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. 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 NHP acquisition, our 100% owned subsidiary, 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.

134

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


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 summarizes our condensed consolidating information as of December 31, 2016 and 2015 and for the years ended December 31, 2016, 2015, and 2014:
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
14,258,162

 
2,938,442

 

 
(17,196,604
)
 

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
$
14,506,138

 
$
3,119,997

 
$
22,737,069

 
$
(17,196,604
)
 
$
23,166,600

Liabilities and equity
 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
 
Senior notes payable and other debt
$

 
$
8,406,979

 
$
2,720,347

 
$

 
$
11,127,326

Intercompany loans
7,087,902

 
(6,209,707
)
 
(878,195
)
 

 

Accrued interest

 
65,403

 
18,359

 

 
83,762

Accounts payable and other liabilities
89,284

 
35,587

 
783,057

 

 
907,928

Liabilities held for sale

 
(1
)
 
1,463

 

 
1,462

Deferred income taxes
316,641

 

 

 

 
316,641

Total liabilities
7,493,827

 
2,298,261

 
2,645,031

 

 
12,437,119

Redeemable OP unitholder and noncontrolling interests

 

 
200,728

 

 
200,728

Total equity
7,012,311

 
821,736

 
19,891,310

 
(17,196,604
)
 
10,528,753

Total liabilities and equity
$
14,506,138

 
$
3,119,997

 
$
22,737,069

 
$
(17,196,604
)
 
$
23,166,600




135

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


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













136

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


CONDENSED CONSOLIDATING STATEMENT OF INCOME
 
For the Year Ended December 31, 2016
 
Ventas, Inc.
 
Ventas Realty
 
Ventas Subsidiaries
 
Consolidated
Elimination
 
Consolidated
 
(In thousands)
Revenues
 
 
 
 
 
 
 
 
 
Rental income
$
2,670

 
$
196,991

 
$
1,276,515

 
$

 
$
1,476,176

Resident fees and services

 

 
1,847,306

 

 
1,847,306

Office building and other services revenues
1,605

 

 
19,465

 

 
21,070

Income from loans and investments
341

 

 
97,753

 

 
98,094

Equity earnings in affiliates
500,515

 

 
(1,223
)
 
(499,292
)
 

Interest and other income
666

 

 
210

 

 
876

Total revenues
505,797

 
196,991

 
3,240,026

 
(499,292
)
 
3,443,522

Expenses
 
 
 
 
 
 
 
 
 
Interest
(46,650
)
 
281,458

 
184,932

 

 
419,740

Depreciation and amortization
8,968

 
18,297

 
871,659

 

 
898,924

Property-level operating expenses

 
317

 
1,434,445

 

 
1,434,762

Office building services costs

 

 
7,311

 

 
7,311

General, administrative and professional fees
509

 
18,320

 
108,046

 

 
126,875

Loss on extinguishment of debt, net

 
2,770

 
9

 

 
2,779

Merger-related expenses and deal costs
23,068

 

 
1,567

 

 
24,635

Other
(705
)
 
41

 
10,652

 

 
9,988

Total expenses
(14,810
)
 
321,203

 
2,618,621

 

 
2,925,014

Income (loss) before unconsolidated entities, income taxes, discontinued operations, real estate dispositions and noncontrolling interest
520,607

 
(124,212
)
 
621,405

 
(499,292
)
 
518,508

Income from unconsolidated entities

 
1,840

 
2,518

 

 
4,358

Income tax benefit
31,343

 

 

 

 
31,343

Income (loss) from continuing operations
551,950

 
(122,372
)
 
623,923

 
(499,292
)
 
554,209

Discontinued operations
(922
)
 

 

 

 
(922
)
Gain on real estate dispositions
98,203

 

 

 

 
98,203

Net income (loss)
649,231

 
(122,372
)
 
623,923

 
(499,292
)
 
651,490

Net income attributable to noncontrolling interest

 

 
2,259

 

 
2,259

Net income (loss) attributable to common stockholders
$
649,231

 
$
(122,372
)
 
$
621,664

 
$
(499,292
)
 
$
649,231




137

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


CONDENSED CONSOLIDATING STATEMENT OF INCOME
 
For the Year Ended December 31, 2015
 
Ventas, Inc.
 
Ventas Realty
 
Ventas Subsidiaries
 
Consolidated
Elimination
 
Consolidated
 
(In thousands)
Revenues
 
 
 
 
 
 
 
 
 
Rental income
$
3,663

 
$
198,017

 
$
1,144,366

 
$

 
$
1,346,046

Resident fees and services

 

 
1,811,255

 

 
1,811,255

Office building and other services revenues
895

 

 
40,597

 

 
41,492

Income from loans and investments
8,605

 
534

 
77,414

 

 
86,553

Equity earnings in affiliates
458,213

 

 
(649
)
 
(457,564
)
 

Interest and other income
495

 
(6
)
 
563

 

 
1,052

Total revenues
471,871

 
198,545

 
3,073,546

 
(457,564
)
 
3,286,398

Expenses
 
 
 
 
 
 
 
 
 
Interest
(38,393
)
 
257,503

 
148,004

 

 
367,114

Depreciation and amortization
5,443

 
14,679

 
873,935

 

 
894,057

Property-level operating expenses

 
367

 
1,383,273

 

 
1,383,640

Office building services costs

 

 
26,565

 

 
26,565

General, administrative and professional fees
(321
)
 
20,777

 
107,579

 

 
128,035

Loss on extinguishment of debt, net

 
4,523

 
9,888

 

 
14,411

Merger-related expenses and deal costs
98,644

 
75

 
4,225

 

 
102,944

Other
(358
)
 
45

 
18,270

 

 
17,957

Total expenses
65,015

 
297,969

 
2,571,739

 

 
2,934,723

Income (loss) before unconsolidated entities, income taxes, discontinued operations and noncontrolling interest
406,856

 
(99,424
)
 
501,807

 
(457,564
)
 
351,675

Loss from unconsolidated entities

 
(183
)
 
(1,237
)
 

 
(1,420
)
Income tax benefit
39,284

 

 

 

 
39,284

Income (loss) from continuing operations
446,140

 
(99,607
)
 
500,570

 
(457,564
)
 
389,539

Discontinued operations
(46,877
)
 
34,748

 
23,232

 

 
11,103

Gain on real estate dispositions
18,580

 

 

 

 
18,580

Net income (loss)
417,843

 
(64,859
)
 
523,802

 
(457,564
)
 
419,222

Net income attributable to noncontrolling interest

 

 
1,379

 

 
1,379

Net income (loss) attributable to common stockholders
$
417,843

 
$
(64,859
)
 
$
522,423

 
$
(457,564
)
 
$
417,843




138

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


CONDENSED CONSOLIDATING STATEMENT OF INCOME

 
For the Year Ended December 31, 2014
 
Ventas, Inc.
 
Ventas Realty
 
Ventas Subsidiaries
 
Consolidated
Elimination
 
Consolidated
 
(In thousands)
Revenues
 
 
 
 
 
 
 
 
 
Rental income
$
2,789

 
$
180,907

 
$
954,761

 
$

 
$
1,138,457

Resident fees and services

 

 
1,552,951

 

 
1,552,951

Office building and other services revenues

 

 
29,364

 

 
29,364

Income from loans and investments
3,052

 

 
48,726

 

 
51,778

Equity earnings in affiliates
480,267

 

 
199

 
(480,466
)
 

Interest and other income
3,314

 
26

 
923

 

 
4,263

Total revenues
489,422

 
180,933

 
2,586,924

 
(480,466
)
 
2,776,813

Expenses
 
 
 
 
 
 
 
 
 
Interest
(18,210
)
 
185,983

 
124,292

 

 
292,065

Depreciation and amortization
5,860

 
15,743

 
703,613

 

 
725,216

Property-level operating expenses
1

 
481

 
1,194,906

 

 
1,195,388

Office building services costs

 

 
17,092

 

 
17,092

General, administrative and professional fees
3,910

 
19,792

 
98,036

 

 
121,738

(Gain) loss on extinguishment of debt, net
(3
)
 
3

 
5,564

 

 
5,564

Merger-related expenses and deal costs
26,209

 
2,110

 
14,985

 

 
43,304

Other
9,732

 

 
16,011

 

 
25,743

Total expenses
27,499

 
224,112

 
2,174,499

 

 
2,426,110

Income (loss) before unconsolidated entities, income taxes, discontinued operations, and noncontrolling interest
461,923

 
(43,179
)
 
412,425

 
(480,466
)
 
350,703

Income (loss) from unconsolidated entities

 
1,250

 
(1,389
)
 

 
(139
)
Income tax benefit
8,732

 

 

 

 
8,732

Income (loss) from continuing operations
470,655

 
(41,929
)
 
411,036

 
(480,466
)
 
359,296

Discontinued operations
(12,858
)
 
61,755

 
50,838

 

 
99,735

Gain on real estate dispositions
17,970

 

 

 

 
17,970

Net income
475,767

 
19,826

 
461,874

 
(480,466
)
 
477,001

Net income attributable to noncontrolling interest

 

 
1,234

 

 
1,234

Net income attributable to common stockholders
$
475,767

 
$
19,826

 
$
460,640

 
$
(480,466
)
 
$
475,767




139

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME
 
For the Year Ended December 31, 2016
 
Ventas, Inc.
 
Ventas Realty
 
Ventas Subsidiaries
 
Consolidated
Elimination
 
Consolidated
 
(In thousands)
Net income (loss)
$
649,231

 
$
(122,372
)
 
$
623,923

 
$
(499,292
)
 
$
651,490

Other comprehensive loss:
 
 
 
 
 
 
 
 
 
Foreign currency translation

 

 
(52,266
)
 

 
(52,266
)
Change in unrealized gain on marketable debt securities
(310
)
 

 

 

 
(310
)
Other

 

 
2,607

 

 
2,607

Total other comprehensive loss
(310
)
 

 
(49,659
)
 

 
(49,969
)
Comprehensive income (loss)
648,921

 
(122,372
)
 
574,264

 
(499,292
)
 
601,521

Comprehensive income attributable to noncontrolling interest

 

 
2,259

 

 
2,259

Comprehensive income (loss) attributable to common stockholders
$
648,921

 
$
(122,372
)
 
$
572,005

 
$
(499,292
)
 
$
599,262

 
For the Year Ended December 31, 2015
 
Ventas, Inc.
 
Ventas Realty
 
Ventas Subsidiaries
 
Consolidated
Elimination
 
Consolidated
 
(In thousands)
Net income
$
417,843

 
$
(64,859
)
 
$
523,802

 
$
(457,564
)
 
$
419,222

Other comprehensive loss:
 
 
 
 
 
 
 
 
 
Foreign currency translation

 

 
(14,792
)
 

 
(14,792
)
Change in unrealized gain on marketable debt securities
(5,236
)
 

 

 

 
(5,236
)
Other

 

 
(658
)
 

 
(658
)
Total other comprehensive loss
(5,236
)
 

 
(15,450
)
 

 
(20,686
)
Comprehensive income (loss)
412,607

 
(64,859
)
 
508,352

 
(457,564
)
 
398,536

Comprehensive income attributable to noncontrolling interest

 

 
1,379

 

 
1,379

Comprehensive income (loss) attributable to common stockholders
$
412,607

 
$
(64,859
)
 
$
506,973

 
$
(457,564
)
 
$
397,157

 
For the Year Ended December 31, 2014
 
Ventas, Inc.
 
Ventas Realty
 
Ventas Subsidiaries
 
Consolidated
Elimination
 
Consolidated
 
(In thousands)
Net income
$
475,767

 
$
19,826

 
$
461,874

 
$
(480,466
)
 
$
477,001

Other comprehensive income (loss):
 
 
 
 
 
 
 
 
 
Foreign currency translation

 

 
(17,153
)
 

 
(17,153
)
Change in unrealized gain on marketable debt securities
7,001

 

 

 

 
7,001

Other

 

 
3,614

 

 
3,614

Total other comprehensive income (loss)
7,001

 

 
(13,539
)
 

 
(6,538
)
Comprehensive income
482,768

 
19,826

 
448,335

 
(480,466
)
 
470,463

Comprehensive income attributable to noncontrolling interest

 

 
1,234

 

 
1,234

Comprehensive income attributable to common stockholders
$
482,768

 
$
19,826

 
$
447,101

 
$
(480,466
)
 
$
469,229





140

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
 
For the Year Ended December 31, 2016
 
Ventas, Inc.
 
Ventas Realty
 
Ventas Subsidiaries
 
Consolidated
Elimination
 
Consolidated
 
(In thousands)
Net cash provided by (used in) operating activities
$
65,121

 
$
(93,432
)
 
$
1,395,768

 
$

 
$
1,367,457

Cash flows from investing activities:
 
 
 
 
 
 
 
 
 
Net investment in real estate property
(1,448,230
)
 

 
19,118

 

 
$
(1,429,112
)
Investment in loans receivable and other

 

 
(158,635
)
 
 
 
$
(158,635
)
Proceeds from real estate disposals
257,441

 

 
43,120

 

 
$
300,561

Proceeds from loans receivable

 

 
320,082

 

 
$
320,082

Development project expenditures

 

 
(143,647
)
 

 
$
(143,647
)
Capital expenditures

 
(314
)
 
(117,142
)
 

 
$
(117,456
)
Other

 

 
(6,436
)
 

 
(6,436
)
Net cash used in investing activities
(1,190,789
)
 
(314
)
 
(43,540
)
 

 
(1,234,643
)
Cash flows from financing activities:
 
 
 
 
 
 
 
 
 
Net change in borrowings under credit facilities

 
(171,000
)
 
135,363

 

 
(35,637
)
Proceeds from debt

 
846,521

 
46,697

 

 
893,218

Repayment of debt

 
(651,820
)
 
(370,293
)
 

 
(1,022,113
)
Net change in intercompany debt
990,056

 
82,266

 
(1,072,322
)
 

 

Purchase of noncontrolling interest

 

 
(2,846
)
 

 
(2,846
)
Payment of deferred financing costs

 
(5,787
)
 
(768
)
 

 
(6,555
)
Issuance of common stock, net
1,286,680

 

 

 

 
1,286,680

Cash distribution from (to) affiliates
106,723

 
(6,434
)
 
(100,289
)
 

 

Cash distribution to common stockholders
(1,024,968
)
 

 

 

 
(1,024,968
)
Cash distribution to redeemable OP unitholders

 

 
(8,640
)
 

 
(8,640
)
Contributions from noncontrolling interest

 

 
7,326

 

 
7,326

Distributions to noncontrolling interest

 

 
(6,879
)
 

 
(6,879
)
Other
22,136

 

 

 

 
22,136

Net cash provided by (used in) financing activities
1,380,627

 
93,746

 
(1,372,651
)
 

 
101,722

Net increase (decrease) in cash and cash equivalents
254,959

 

 
(20,423
)
 

 
234,536

Effect of foreign currency translation on cash and cash equivalents
(56,389
)
 

 
55,537

 

 
(852
)
Cash and cash equivalents at beginning of period
11,733

 

 
41,290

 

 
53,023

Cash and cash equivalents at end of period
$
210,303

 
$

 
$
76,404

 
$

 
$
286,707













141

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
 
For the Year Ended December 31, 2015
 
Ventas, Inc.
 
Ventas Realty
 
Ventas Subsidiaries
 
Consolidated
Elimination
 
Consolidated
 
(In thousands)
Net cash (used in) provided by operating activities
$
(123,041
)
 
$
16,528

 
$
1,498,280

 
$

 
$
1,391,767

Cash flows from investing activities:
 
 
 
 
 
 
 
 
 
Net investment in real estate property
(2,650,788
)
 

 

 

 
(2,650,788
)
Investment in loans receivable and other

 

 
(171,144
)
 

 
(171,144
)
Proceeds from real estate disposals
492,408

 

 

 

 
492,408

Proceeds from loans receivable

 

 
109,176

 

 
109,176

Proceeds from sale or maturity of marketable securities
76,800

 

 

 

 
76,800

Funds held in escrow for future development expenditures

 

 
4,003

 

 
4,003

Development project expenditures

 

 
(119,674
)
 

 
(119,674
)
Capital expenditures

 
(15,733
)
 
(91,754
)
 

 
(107,487
)
Investment in unconsolidated operating entity
(26,282
)
 

 

 

 
(26,282
)
Contributions to unconsolidated entities

 

 
(30,704
)
 

 
(30,704
)
Net cash used in investing activities
(2,107,862
)
 
(15,733
)
 
(300,097
)
 

 
(2,423,692
)
Cash flows from financing activities:
 
 
 
 
 
 
 
 
 
Net change in borrowings under revolving credit facility

 
(584,000
)
 
(139,457
)
 

 
(723,457
)
Net cash impact of CCP spin-off
1,273,000

 

 
(1,401,749
)
 

 
(128,749
)
Proceeds from debt

 
2,292,568

 
220,179

 

 
2,512,747

Issuance of debt related to CCP spin-off

 

 
1,400,000

 
 
 
1,400,000

Repayment of debt

 
(705,000
)
 
(730,596
)
 

 
(1,435,596
)
Net change in intercompany debt
1,782,954

 
(1,008,773
)
 
(774,181
)
 

 

Purchase of noncontrolling interest

 

 
(3,819
)
 

 
(3,819
)
Payment of deferred financing costs

 
(22,297
)
 
(2,368
)
 

 
(24,665
)
Issuance of common stock, net
491,023

 

 

 

 
491,023

Cash distribution (to) from affiliates
(315,466
)
 
26,707

 
288,759

 

 

Cash distribution to common stockholders
(1,003,413
)
 

 

 

 
(1,003,413
)
Cash distribution to redeemable OP unitholders

 

 
(15,095
)
 

 
(15,095
)
Purchases of redeemable OP units

 

 
(33,188
)
 

 
(33,188
)
Distributions to noncontrolling interest

 

 
(12,649
)
 

 
(12,649
)
Other
6,983

 

 

 

 
6,983

Net cash provided by (used in) financing activities
2,235,081

 
(795
)
 
(1,204,164
)
 

 
1,030,122

Net increase (decrease) in cash and cash equivalents
4,178

 

 
(5,981
)
 

 
(1,803
)
Effect of foreign currency translation on cash and cash equivalents
(17,302
)
 

 
16,780

 

 
(522
)
Cash and cash equivalents at beginning of period
24,857

 

 
30,491

 

 
55,348

Cash and cash equivalents at end of period
$
11,733

 
$

 
$
41,290

 
$

 
$
53,023


142

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
 
For the Year Ended December 31, 2014
 
Ventas, Inc.
 
Ventas Realty
 
Ventas Subsidiaries
 
Consolidated
Elimination
 
Consolidated
 
(In thousands)
Net cash (used in) provided by operating activities
$
(95,331
)
 
$
80,263

 
$
1,269,913

 
$

 
$
1,254,845

Cash flows from investing activities:
 
 
 
 
 
 
 
 
 
Net investment in real estate property
(1,468,286
)
 

 

 

 
(1,468,286
)
Investment in loans receivable and other

 

 
(498,992
)
 

 
(498,992
)
Proceeds from real estate disposals
118,246

 

 

 

 
118,246

Proceeds from loans receivable

 

 
73,557

 

 
73,557

Purchase of marketable securities

 

 
(96,689
)
 

 
(96,689
)
Proceeds from sale or maturity of marketable securities

 

 
21,689

 

 
21,689

Funds held in escrow for future development expenditures

 

 
4,590

 

 
4,590

Development project expenditures

 

 
(106,988
)
 

 
(106,988
)
Capital expenditures

 
(7,749
)
 
(79,705
)
 

 
(87,454
)
Contributions to unconsolidated entities
(5,527
)
 

 
(71
)
 

 
(5,598
)
Other
(2,689
)
 

 
(6,426
)
 

 
(9,115
)
Net cash used in investing activities
(1,358,256
)
 
(7,749
)
 
(689,035
)
 

 
(2,055,040
)
Cash flows from financing activities:
 
 
 
 
 
 
 
 
 
Net change in borrowings under revolving credit facilities

 
386,000

 
154,203

 

 
540,203

Proceeds from debt

 
696,661

 
1,311,046

 

 
2,007,707

Repayment of debt

 

 
(1,151,395
)
 

 
(1,151,395
)
Net change in intercompany debt
1,300,790

 
(895,961
)
 
(404,829
)
 

 

Payment of deferred financing costs

 
(6,608
)
 
(7,612
)
 

 
(14,220
)
Issuance of common stock, net
242,107

 

 

 

 
242,107

Cash distribution from (to) affiliates
776,497

 
(252,611
)
 
(523,886
)
 

 

Cash distribution to common stockholders
(875,614
)
 

 

 

 
(875,614
)
Cash distribution to redeemable OP unitholders
(5,762
)
 

 

 

 
(5,762
)
Purchases of redeemable OP units
(503
)
 

 

 

 
(503
)
Contributions from noncontrolling interest

 

 
491

 

 
491

Distributions to noncontrolling interest

 

 
(9,559
)
 

 
(9,559
)
Other
24,597

 
5

 

 

 
24,602

Net cash provided by (used in) financing activities
1,462,112

 
(72,514
)
 
(631,541
)
 

 
758,057

Net increase (decrease) in cash and cash equivalents
8,525

 

 
(50,663
)
 

 
(42,138
)
Effect of foreign currency translation on cash and cash equivalents
(11,837
)
 

 
14,507

 

 
2,670

Cash and cash equivalents at beginning of period
28,169

 

 
66,647

 

 
94,816

Cash and cash equivalents at end of period
$
24,857

 
$

 
$
30,491

 
$

 
$
55,348




143


VENTAS, INC.
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS

Allowance Accounts
 
 
 
Additions
 
Deductions
 
 
 
 
(In Thousands)

Year Ended December 31,
 
Balance at Beginning of Year
 
Charged to Earnings
 
Acquired Properties
 
Uncollectible Accounts Written-off
 
Disposed Properties
 
Balance at End of Year
 
 
 
 
 
 
 
 
 
 
 
 
 
2016
 
 
 
 
 
 
 
 
 
 
 
 
Allowance for doubtful accounts
 
13,546

 
5,093

 

 
(7,111
)
 
108

 
$
11,636

Straight-line rent receivable allowance
 
101,418

 
9,682

 

 

 
(1,264
)
 
$
109,836

 
 
114,964

 
14,775

 

 
(7,111
)
 
(1,156
)
 
121,472

 
 
 
 
 
 
 
 
 
 
 
 
 
2015
 
 
 
 
 
 
 
 
 
 
 
 
Allowance for doubtful accounts
 
11,460

 
10,937

 
753

 
(12,977
)
 
3,373

 
$
13,546

Straight-line rent receivable allowance
 
83,461

 
35,448

 

 

 
(17,491
)
 
$
101,418

 
 
94,921

 
46,385

 
753

 
(12,977
)
 
(14,118
)
 
114,964

 
 
 
 
 
 
 
 
 
 
 
 
 
2014
 
 
 
 
 
 
 
 
 
 
 
 
Allowance for doubtful accounts
 
9,624

 
8,204

 

 
(4,272
)
 
(2,096
)
 
$
11,460

Straight-line rent receivable allowance
 
60,787

 
46,503

 

 
462

 
(24,291
)
 
$
83,461

 
 
70,411

 
54,707

 

 
(3,810
)
 
(26,387
)
 
94,921



144



VENTAS, INC.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
 
For the Years Ended December 31,
 
2016
 
2015
 
2014
 
(In thousands)
Reconciliation of real estate:
 
 
 
 
 
Carrying cost:
 
 
 
 
 
Balance at beginning of period
$
22,458,032

 
$
19,241,735

 
$
20,393,411

Additions during period:
 
 
 
 
 
Acquisitions
1,380,044

 
4,063,355

 
1,769,790

Capital expenditures
270,664

 
229,560

 
189,711

Deductions during period:
 
 
 
 
 
Foreign currency translation
(6,252
)
 
(209,460
)
 
(87,776
)
Other(1)
(285,902
)
 
(867,158
)
 
(3,023,401
)
Balance at end of period
$
23,816,586

 
$
22,458,032

 
$
19,241,735

 
 
 
 
 
 
Accumulated depreciation:
 
 
 
 
 
Balance at beginning of period
$
3,544,625

 
$
2,925,508

 
$
2,881,950

Additions during period:
 
 
 
 
 
Depreciation expense
732,309

 
778,419

 
725,485

Dispositions:
 
 
 
 
 
Sales and/or transfers to assets held for sale
(87,431
)
 
(144,545
)
 
(675,846
)
Foreign currency translation
993

 
(14,757
)
 
(6,081
)
Balance at end of period
$
4,190,496

 
$
3,544,625

 
$
2,925,508

(1) 
Other may include sales, transfers to assets held for sale and impairments.

145


VENTAS, INC.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2016
(Dollars in thousands)

 
Location
 
Initial Cost to Company
 
Gross Amount Carried at Close of Period
 
 
 
 
 
 
Property Name
City
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
KINDRED SKILLED NURSING FACILITIES
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Canyonwood Nursing and Rehab Center
Redding
CA

401

3,784


401

3,784

4,185

2,381

1,804

1989
1989
45 years
The Tunnell Center for Rehabilitation & Heathcare
San Francisco
CA

1,902

7,531


1,902

7,531

9,433

6,320

3,113

1967
1993
28 years
Lawton Healthcare Center
San Francisco
CA

943

514


943

514

1,457

525

932

1962
1996
20 years
Valley Gardens Health Care & Rehabilitation Center
Stockton
CA

516

3,405


516

3,405

3,921

2,207

1,714

1988
1988
29 years
Aurora Care Center
Aurora
CO

197

2,328


197

2,328

2,525

1,894

631

1962
1995
30 years
Lafayette Nursing and Rehab Center
Fayetteville
GA

598

6,623


598

6,623

7,221

6,622

599

1989
1995
20 years
Canyon West Health and Rehabilitation Center
Caldwell
ID

312

2,050


312

2,050

2,362

1,055

1,307

1974
1998
45 years
Mountain Valley Care & Rehabilitation Center
Kellogg
ID

68

1,280


68

1,280

1,348

1,316

32

1971
1984
25 years
Lewiston Rehabilitation & Care Center
Lewiston
ID

133

3,982


133

3,982

4,115

3,695

420

1964
1984
29 years
Aspen Park Healthcare
Moscow
ID

261

2,571


261

2,571

2,832

2,580

252

1955
1990
25 years
Nampa Care Center
Nampa
ID

252

2,810


252

2,810

3,062

2,722

340

1950
1983
25 years
Weiser Rehabilitation & Care Center
Weiser
ID

157

1,760


157

1,760

1,917

1,827

90

1963
1983
25 years
Wedgewood Healthcare Center
Clarksville
IN

119

5,115


119

5,115

5,234

3,841

1,393

1985
1995
35 years
Columbus Health and Rehabilitation Center
Columbus
IN

345

6,817


345

6,817

7,162

6,861

301

1966
1991
25 years
Harrison Health and Rehabilitation Centre
Corydon
IN

125

6,068


125

6,068

6,193

2,588

3,605

1998
1998
45 years
Valley View Health Care Center
Elkhart
IN

87

2,665


87

2,665

2,752

2,538

214

1985
1993
25 years
Wildwood Health Care Center
Indianapolis
IN

134

4,983


134

4,983

5,117

4,724

393

1988
1993
25 years
Windsor Estates Health & Rehab Center
Kokomo
IN

256

6,625


256

6,625

6,881

4,811

2,070

1962
1995
35 years
Rolling Hills Health Care Center
New Albany
IN

81

1,894


81

1,894

1,975

1,807

168

1984
1993
25 years
Southwood Health & Rehabilitation Center
Terre Haute
IN

90

2,868

(8
)
82

2,868

2,950

2,733

217

1988
1993
25 years

146


 
Location
 
Initial Cost to Company
 
Gross Amount Carried at Close of Period
 
 
 
 
 
 
Property Name
City
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Maple Manor Health Care Center
Greenville
KY

59

3,187


59

3,187

3,246

2,834

412

1968
1990
30 years
Eagle Pond Rehabilitation and Living Center
South Dennis
MA

296

6,896


296

6,896

7,192

4,264

2,928

1985
1987
50 years
Harrington House Nursing and Rehabilitation Center
Walpole
MA

4

4,444


4

4,444

4,448

2,581

1,867

1991
1991
45 years
Parkview Acres Care and Rehabilitation Center
Dillon
MT

207

2,578


207

2,578

2,785

2,143

642

1965
1993
29 years
Park Place Health Care Center
Great Falls
MT

600

6,311


600

6,311

6,911

5,240

1,671

1963
1993
28 years
Rose Manor Healthcare Center
Nashua
NH

200

3,527


200

3,527

3,727

3,429

298

1972
1991
26 years
Guardian Care of Elizabeth City
Durham
NC

71

561


71

561

632

632


1977
1982
20 years
Guardian Care of Henderson
Elizabeth City
NC

206

1,997


206

1,997

2,203

1,650

553

1957
1993
29 years
Greenbriar Terrace Healthcare
Henderson
NC

776

6,011


776

6,011

6,787

5,796

991

1963
1990
25 years
Nansemond Pointe Rehabilitation and Healthcare Center
Burlington
VT

534

6,990


534

6,990

7,524

5,570

1,954

1963
1991
32 years
River Pointe Rehabilitation and Healthcare Center
Suffolk
VA

770

4,440


770

4,440

5,210

4,507

703

1953
1991
25 years
Bay Pointe Medical and Rehabilitation Center
Virginia Beach
VA

805

2,886

(380
)
425

2,886

3,311

2,325

986

1971
1993
29 years
Birchwood Terrace Healthcare
Virginia Beach
VA

15

4,656


15

4,656

4,671

4,671


1965
1990
27 years
Arden Rehabilitation and Healthcare Center
Seattle
WA

1,111

4,013


1,111

4,013

5,124

3,323

1,801

1950
1993
28.5 years
Lakewood Healthcare Center
Tacoma
WA

504

3,511


504

3,511

4,015

2,473

1,542

1989
1989
45 years
Vancouver Health & Rehabilitation Center
Vancouver
WA

449

2,964


449

2,964

3,413

2,519

894

1970
1993
28 years
TOTAL KINDRED SKILLED NURSING FACILITIES
 
 

13,584

140,645

(388
)
13,196

140,645

153,841

117,004

36,837

 
 
 
NON-KINDRED SKILLED NURSING FACILITIES
 
 


  

  

  

  

  

 

  

 

 
 
 
Cherry Hills Health Care Center
Englewood
CO

241

2,180

194

241

2,374

2,615

1,922

693

1960
1995
30 years
Brookdale Lisle SNF
Lisle
IL

730

9,270


730

9,270

10,000

2,618

7,382

1990
2009
35 years
Lopatcong Center
Phillipsburg
NJ

1,490

12,336


1,490

12,336

13,826

5,639

8,187

1982
2004
30 years
Marietta Convalescent Center
Marietta
OH

158

3,266

75

158

3,341

3,499

3,207

292

1972
1993
25 years
The Belvedere
Chester
PA

822

7,203


822

7,203

8,025

3,282

4,743

1899
2004
30 years
Pennsburg Manor
Pennsburg
PA

1,091

7,871


1,091

7,871

8,962

3,641

5,321

1982
2004
30 years
Chapel Manor
Philadelphia
PA

1,595

13,982

1,358

1,595

15,340

16,935

7,190

9,745

1948
2004
30 years
Wayne Center
Strafford
PA

662

6,872

850

662

7,722

8,384

3,821

4,563

1897
2004
30 years

147


 
Location
 
Initial Cost to Company
 
Gross Amount Carried at Close of Period
 
 
 
 
 
 
Property Name
City
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Everett Rehabilitation & Care
Everett
WA

2,750

27,337


2,750

27,337

30,087

4,655

25,432

1995
2011
35 years
Northwest Continuum Care Center
Longview
WA

145

2,563

171

145

2,734

2,879

2,262

617

1955
1992
29 years
SunRise Care & Rehab Moses Lake
Moses Lake
WA

660

17,439


660

17,439

18,099

3,059

15,040

1972
2011
35 years
SunRise Care & Rehab Lake Ridge
Moses Lake
WA

660

8,866


660

8,866

9,526

1,625

7,901

1988
2011
35 years
Rainier Vista Care Center
Puyallup
WA

520

4,780

305

520

5,085

5,605

3,177

2,428

1986
1991
40 years
Logan Center
Logan
WV

300

12,959


300

12,959

13,259

2,224

11,035

1987
2011
35 years
Ravenswood Healthcare Center
Ravenswood
WV

320

12,710


320

12,710

13,030

2,187

10,843

1987
2011
35 years
Valley Center
South Charleston
WV

750

24,115


750

24,115

24,865

4,194

20,671

1987
2011
35 years
White Sulphur
White Sulphur Springs
WV

250

13,055


250

13,055

13,305

2,261

11,044

1987
2011
35 years
TOTAL NON-KINDRED SKILLED NURSING FACILITIES
 
 

13,144

186,804

2,953

13,144

189,757

202,901

56,964

145,937

 
 
 
TOTAL FOR SKILLED NURSING FACILITIES
 
 

26,728

327,449

2,565

26,340

330,402

356,742

173,968

182,774

 
 

SPECIALTY HOSPITALS
 
 

  
  
  
  
  
 
  
 
 
 

Southern Arizona Rehab
Tucson
AZ

770

25,589


770

25,589

26,359

4,186

22,173

1992
2011
35 years
Kindred Hospital - Brea
Brea
CA

3,144

2,611


3,144

2,611

5,755

1,397

4,358

1990
1995
40 years
Kindred Hospital - Ontario
Ontario
CA

523

2,988


523

2,988

3,511

2,975

536

1950
1994
25 years
Kindred Hospital - San Diego
San Diego
CA

670

11,764


670

11,764

12,434

11,564

870

1965
1994
25 years
Kindred Hospital - San Francisco Bay Area
San Leandro
CA

2,735

5,870


2,735

5,870

8,605

6,119

2,486

1962
1993
25 years
HealthSouth Rehabilitation Hospital
Tustin
CA

2,810

25,248


2,810

25,248

28,058

4,209

23,849

1991
2011
35 years
Kindred Hospital - Westminster
Westminster
CA

727

7,384


727

7,384

8,111

7,561

550

1973
1993
20 years
Kindred Hospital - Denver
Denver
CO

896

6,367


896

6,367

7,263

6,711

552

1963
1994
20 years
Kindred Hospital - South Florida - Coral Gables
Coral Gables
FL

1,071

5,348


1,071

5,348

6,419

4,915

1,504

1956
1992
30 years
Kindred Hospital - South Florida Ft. Lauderdale
Fort Lauderdale
FL

1,758

14,080


1,758

14,080

15,838

13,826

2,012

1969
1989
30 years
Kindred Hospital - North Florida
Green Cove Springs
FL

145

4,613


145

4,613

4,758

4,517

241

1956
1994
20 years
Kindred Hospital - South Florida - Hollywood
Hollywood
FL

605

5,229


605

5,229

5,834

5,234

600

1937
1995
20 years
Kindred Hospital - Bay Area St. Petersburg
St. Petersburg
FL

1,401

16,706


1,401

16,706

18,107

14,593

3,514

1968
1997
40 years
Kindred Hospital - Central Tampa
Tampa
FL

2,732

7,676


2,732

7,676

10,408

5,117

5,291

1970
1993
40 years

148


 
Location
 
Initial Cost to Company
 
Gross Amount Carried at Close of Period
 
 
 
 
 
 
Property Name
City
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Kindred Hospital - Chicago (North Campus)
Chicago
IL

1,583

19,980


1,583

19,980

21,563

19,499

2,064

1949
1995
25 years
Kindred - Chicago - Lakeshore
Chicago
IL

1,513

9,525


1,513

9,525

11,038

9,465

1,573

1995
1976
20 years
Kindred Hospital - Chicago (Northlake Campus)
Northlake
IL

850

6,498


850

6,498

7,348

6,020

1,328

1960
1991
30 years
Kindred Hospital - Sycamore
Sycamore
IL

77

8,549


77

8,549

8,626

8,245

381

1949
1993
20 years
Kindred Hospital - Indianapolis
Indianapolis
IN

985

3,801


985

3,801

4,786

3,461

1,325

1955
1993
30 years
Kindred Hospital - Louisville
Louisville
KY

3,041

12,279


3,041

12,279

15,320

12,475

2,845

1964
1995
20 years
Kindred Hospital - Kansas City
Kansas City
MO

277

2,914


277

2,914

3,191

2,712

479

1958
1992
30 years
Kindred Hospital - St. Louis
St. Louis
MO

1,126

2,087


1,126

2,087

3,213

1,911

1,302

1984
1991
40 years
Kindred Hospital - Greensboro
Greensboro
NC

1,010

7,586


1,010

7,586

8,596

7,649

947

1964
1994
20 years
Lovelace Rehabilitation Hospital
Albuquerque
NM

401

17,186

1,342

401

18,528

18,929

747

18,182

1989
2015
36 years
Kindred Hospital - Albuquerque
Albuquerque
NM

11

4,253


11

4,253

4,264

2,879

1,385

1985
1993
40 years
Kindred Hospital - Las Vegas (Sahara)
Las Vegas
NV

1,110

2,177


1,110

2,177

3,287

1,400

1,887

1980
1994
40 years
University Hospitals Rehabilitation Hospital
Beachwood
OH

1,800

16,444


1,800

16,444

18,244

1,767

16,477

2013
2013
35 years
Kindred Hospital - Philadelphia
Philadelphia
PA

135

5,223


135

5,223

5,358

3,367

1,991

1960
1995
35 years
Kindred Hospital - Chattanooga
Chattanooga
TN

756

4,415


756

4,415

5,171

4,118

1,053

1975
1993
22 years
Kindred Hospital - Tarrant County (Fort Worth Southwest)
Fort Worth
TX

2,342

7,458


2,342

7,458

9,800

7,504

2,296

1987
1986
20 years
Kindred Hospital (Houston Northwest)
Houston
TX

1,699

6,788


1,699

6,788

8,487

5,627

2,860

1986
1985
40 years
Kindred Hospital - Houston
Houston
TX

33

7,062


33

7,062

7,095

6,637

458

1972
1994
20 years
Kindred Hospital - Mansfield
Mansfield
TX

267

2,462


267

2,462

2,729

1,960

769

1983
1990
40 years
Kindred Hospital - San Antonio
San Antonio
TX

249

11,413


249

11,413

11,662

9,179

2,483

1981
1993
30 years
Reliant Rehabilitation - Dallas TX
Dallas
TX

2,318

38,702


2,318

38,702

41,020

2,360

38,660

2009
2015
35 years
Baylor Institute for Rehabilition - Ft. Worth TX
Fort Worth
TX

2,071

16,018


2,071

16,018

18,089

1,060

17,029

2008
2015
35 years
Reliant Rehabilitation - Houston TX
Houston
TX

1,838

34,832


1,838

34,832

36,670

2,228

34,442

2012
2015
35 years
Select Rehabilitation - San Antonio TX
San Antonio
TX

1,859

18,301


1,859

18,301

20,160

1,187

18,973

2010
2015
35 years
TOTAL FOR SPECIALTY HOSPITALS
 
 

47,338

407,426

1,342

47,338

408,768

456,106

216,381

239,725

 
 
 

149


 
Location
 
Initial Cost to Company
 
Gross Amount Carried at Close of Period
 
 
 
 
 
 
Property Name
City
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
GENERAL ACUTE CARE HOSPITALS
 
 


 
 
 
 
 
 

 
 

 
 
 
Lovelace Medical Center Downtown
Albuquerque
NM

9,840

156,535

7,680

9,928

164,127

174,055

7,104

166,951

1968
2015
33.5 years
Lovelace Westside Hospital
Albuquerque
NM

10,107

18,501

(4,407
)
10,107

14,094

24,201

1,653

22,548

1984
2015
20.5 years
Lovelace Women's Hospital
Albuquerque
NM

7,236

183,866

9,154

7,236

193,020

200,256

6,090

194,166

1983
2015
47 years
Roswell Regional Hospital
Roswell
NM

2,560

41,164

287

2,560

41,451

44,011

1,377

42,634

2007
2015
47 years
Hillcrest Hospital Claremore
Claremore
OK

3,623

34,359

(10,447
)
3,623

23,912

27,535

1,003

26,532

1955
2015
40 years
Bailey Medical Center
Owasso
OK

4,964

8,969

(1,866
)
4,964

7,103

12,067

466

11,601

2006
2015
32.5 years
Hillcrest Medical Center
Tulsa
OK

28,319

215,199

4,140

28,319

219,339

247,658

9,397

238,261

1928
2015
34 years
Hillcrest Hospital South
Tulsa
OK

17,026

100,892

11,849

17,026

112,741

129,767

4,467

125,300

1999
2015
40 years
Baptist St. Anthony's Hospital
Amarillo
TX

13,779

358,029

6,001

13,015

364,794

377,809

12,105

365,704

1967
2015
44.5 years
Spire Hull and East Riding Hospital
Anlaby
Hull

3,194

81,613

(17,625
)
2,530

64,652

67,182

3,632

63,550

2010
2014
50 years
Spire Fylde Coast Hospital
Blackpool
Lancashire

2,446

28,896

(6,513
)
1,938

22,891

24,829

1,305

23,524

1980
2014
50 years
Spire Clare Park Hospital
Farnham
Surrey

6,263

26,119

(6,730
)
4,961

20,691

25,652

1,226

24,426

2009
2014
50 years
TOTAL FOR GENERAL ACUTE CARE HOSPITALS
 
 

109,357

1,254,142

(8,477
)
106,207

1,248,815

1,355,022

49,825

1,305,197

 
 
 
TOTAL FOR HOSPITALS
 
 

156,695

1,661,568

(7,135
)
153,545

1,657,583

1,811,128

266,206

1,544,922

 
 
 
BROOKDALE SENIORS HOUSING COMMUNITIES
 
 
 
 
 
 
 
 
 
 
 

 
 
 
Sterling House of Chandler
Chandler
AZ

2,000

6,538


2,000

6,538

8,538

1,219

7,319

1998
2011
35 years
The Springs of East Mesa
Mesa
AZ

2,747

24,918


2,747

24,918

27,665

10,163

17,502

1986
2005
35 years
Sterling House of Mesa
Mesa
AZ

655

6,998


655

6,998

7,653

2,831

4,822

1998
2005
35 years
Clare Bridge of Oro Valley
Oro Valley
AZ

666

6,169


666

6,169

6,835

2,496

4,339

1998
2005
35 years
Sterling House of Peoria
Peoria
AZ

598

4,872


598

4,872

5,470

1,971

3,499

1998
2005
35 years
Clare Bridge of Tempe
Tempe
AZ

611

4,066


611

4,066

4,677

1,645

3,032

1997
2005
35 years
Sterling House on East Speedway
Tucson
AZ

506

4,745


506

4,745

5,251

1,920

3,331

1998
2005
35 years
Emeritus at Fairwood Manor
Anaheim
CA

2,464

7,908


2,464

7,908

10,372

2,932

7,440

1977
2005
35 years
Woodside Terrace
Redwood City
CA

7,669

66,691


7,669

66,691

74,360

27,420

46,940

1988
2005
35 years
The Atrium
San Jose
CA

6,240

66,329

12,838

6,240

79,167

85,407

27,256

58,151

1987
2005
35 years
Brookdale Place
San Marcos
CA

4,288

36,204


4,288

36,204

40,492

14,972

25,520

1987
2005
35 years
Emeritus at Heritage Place
Tracy
CA

1,110

13,296


1,110

13,296

14,406

4,604

9,802

1986
2005
35 years
Ridge Point Assisted Living Inn
Boulder
CO

1,290

20,683


1,290

20,683

21,973

3,597

18,376

1985
2011
35 years
Wynwood of Colorado Springs
Colorado Springs
CO

715

9,279


715

9,279

9,994

3,754

6,240

1997
2005
35 years
Wynwood of Pueblo
Pueblo
CO
4,859

840

9,403


840

9,403

10,243

3,804

6,439

1997
2005
35 years
The Gables at Farmington
Farmington
CT

3,995

36,310


3,995

36,310

40,305

14,803

25,502

1984
2005
35 years

150


 
Location
 
Initial Cost to Company
 
Gross Amount Carried at Close of Period
 
 
 
 
 
 
Property Name
City
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Emeritus at South Windsor
South Windsor
CT

2,187

12,682


2,187

12,682

14,869

4,648

10,221

1999
2004
35 years
Chatfield
West Hartford
CT

2,493

22,833

21,919

2,493

44,752

47,245

9,480

37,765

1989
2005
35 years
Sterling House of Salina II
Bonita Springs
FL
8,753

1,540

10,783


1,540

10,783

12,323

4,305

8,018

1989
2005
35 years
Emeritus at Boynton Beach
Boynton Beach
FL
13,414

2,317

16,218


2,317

16,218

18,535

6,311

12,224

1999
2005
35 years
Emeritus at Deer Creek
Deerfield Beach
FL

1,399

9,791


1,399

9,791

11,190

4,129

7,061

1999
2005
35 years
Clare Bridge of Ft. Myers
Fort Myers
FL

1,510

7,862


1,510

7,862

9,372

1,358

8,014

1996
2011
35 years
Sterling House of Merrimac
Jacksonville
FL

860

16,745


860

16,745

17,605

2,779

14,826

1997
2011
35 years
Clare Bridge of Jacksonville
Jacksonville
FL

1,300

9,659


1,300

9,659

10,959

1,646

9,313

1997
2011
35 years
Emeritus at Jensen Beach
Jensen Beach
FL
12,037

1,831

12,820


1,831

12,820

14,651

5,104

9,547

1999
2005
35 years
Sterling House of Ormond Beach
Ormond Beach
FL

1,660

9,738


1,660

9,738

11,398

1,672

9,726

1997
2011
35 years
Sterling House of Palm Coast
Palm Coast
FL

470

9,187


470

9,187

9,657

1,591

8,066

1997
2011
35 years
Sterling House of Pensacola
Pensacola
FL

633

6,087


633

6,087

6,720

2,462

4,258

1998
2005
35 years
Sterling House of Englewood (FL)
Rotonda West
FL

1,740

4,331


1,740

4,331

6,071

900

5,171

1997
2011
35 years
Clare Bridge of Tallahassee
Tallahassee
FL
4,314

667

6,168


667

6,168

6,835

2,495

4,340

1998
2005
35 years
Sterling House of Tavares
Tavares
FL

280

15,980


280

15,980

16,260

2,664

13,596

1997
2011
35 years
Clare Bridge of West Melbourne
West Melbourne
FL
6,149

586

5,481


586

5,481

6,067

2,217

3,850

2000
2005
35 years
The Classic at West Palm Beach
West Palm Beach
FL
24,828

3,758

33,072


3,758

33,072

36,830

13,567

23,263

1990
2005
35 years
Clare Bridge Cottage of Winter Haven
Winter Haven
FL

232

3,006


232

3,006

3,238

1,216

2,022

1997
2005
35 years
Sterling House of Winter Haven
Winter Haven
FL

438

5,549


438

5,549

5,987

2,245

3,742

1997
2005
35 years
Wynwood of Twin Falls
Twin Falls
ID

703

6,153


703

6,153

6,856

2,489

4,367

1997
2005
35 years
The Hallmark
Chicago
IL

11,057

107,517

3,266

11,057

110,783

121,840

44,575

77,265

1990
2005
35 years
The Kenwood of Lake View
Chicago
IL

3,072

26,668


3,072

26,668

29,740

10,969

18,771

1950
2005
35 years
The Heritage
Des Plaines
IL
32,000

6,871

60,165

(66
)
6,805

60,165

66,970

24,705

42,265

1993
2005
35 years
Devonshire of Hoffman Estates
Hoffman Estates
IL

3,886

44,130


3,886

44,130

48,016

17,316

30,700

1987
2005
35 years
The Devonshire
Lisle
IL
33,000

7,953

70,400


7,953

70,400

78,353

28,846

49,507

1990
2005
35 years
Seasons at Glenview
Northbrook
IL

1,988

39,762


1,988

39,762

41,750

14,897

26,853

1999
2004
35 years
Hawthorn Lakes
Vernon Hills
IL

4,439

35,044


4,439

35,044

39,483

14,694

24,789

1987
2005
35 years
The Willows
Vernon Hills
IL

1,147

10,041


1,147

10,041

11,188

4,123

7,065

1999
2005
35 years
Sterling House of Evansville
Evansville
IN
3,461

357

3,765


357

3,765

4,122

1,523

2,599

1998
2005
35 years
Berkshire of Castleton
Indianapolis
IN

1,280

11,515


1,280

11,515

12,795

4,704

8,091

1986
2005
35 years
Sterling House of Marion
Marion
IN

207

3,570


207

3,570

3,777

1,444

2,333

1998
2005
35 years
Sterling House of Portage
Portage
IN

128

3,649


128

3,649

3,777

1,476

2,301

1999
2005
35 years

151


 
Location
 
Initial Cost to Company
 
Gross Amount Carried at Close of Period
 
 
 
 
 
 
Property Name
City
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Sterling House of Richmond
Richmond
IN

495

4,124


495

4,124

4,619

1,668

2,951

1998
2005
35 years
Sterling House of Derby
Derby
KS

440

4,422


440

4,422

4,862

781

4,081

1994
2011
35 years
Clare Bridge of Leawood
Leawood
KS
3,525

117

5,127


117

5,127

5,244

2,074

3,170

2000
2005
35 years
Sterling House of Salina II
Salina
KS

300

5,657


300

5,657

5,957

1,004

4,953

1996
2011
35 years
Clare Bridge Cottage of Topeka
Topeka
KS
4,721

370

6,825


370

6,825

7,195

2,761

4,434

2000
2005
35 years
Sterling House of Wellington
Wellington
KS

310

2,434


310

2,434

2,744

469

2,275

1994
2011
35 years
Emeritus at Farm Pond
Framingham
MA

5,819

33,361

2,430

5,819

35,791

41,610

12,213

29,397

1999
2004
35 years
Emeritus at Cape Cod (WhiteHall)
Hyannis
MA

1,277

9,063


1,277

9,063

10,340

3,106

7,234

1999
2005
35 years
River Bay Club
Quincy
MA

6,101

57,862


6,101

57,862

63,963

23,405

40,558

1986
2005
35 years
Woven Hearts of Davison
Davison
MI

160

3,189

2,543

160

5,732

5,892

1,386

4,506

1997
2011
35 years
Clare Bridge of Delta Charter
Delta Township
MI

730

11,471


730

11,471

12,201

1,947

10,254

1998
2011
35 years
Woven Hearts of Delta Charter
Delta Township
MI

820

3,313


820

3,313

4,133

788

3,345

1998
2011
35 years
Clare Bridge of Farmington Hills I
Farmington Hills
MI

580

10,497


580

10,497

11,077

2,001

9,076

1994
2011
35 years
Clare Bridge of Farmington Hills II
Farmington Hills
MI

700

10,246


700

10,246

10,946

2,028

8,918

1994
2011
35 years
Wynwood of Meridian Lansing II
Haslett
MI

1,340

6,134


1,340

6,134

7,474

1,171

6,303

1998
2011
35 years
Clare Bridge of Grand Blanc I
Holly
MI

450

12,373


450

12,373

12,823

2,109

10,714

1998
2011
35 years
Wynwood of Grand Blanc II
Holly
MI

620

14,627


620

14,627

15,247

2,522

12,725

1998
2011
35 years
Wynwood of Northville
Northville
MI
6,942

407

6,068


407

6,068

6,475

2,455

4,020

1996
2005
35 years
Clare Bridge of Troy I
Troy
MI

630

17,178


630

17,178

17,808

2,892

14,916

1998
2011
35 years
Wynwood of Troy II
Troy
MI

950

12,503


950

12,503

13,453

2,260

11,193

1998
2011
35 years
Wynwood of Utica
Utica
MI

1,142

11,808


1,142

11,808

12,950

4,777

8,173

1996
2005
35 years
Clare Bridge of Utica
Utica
MI

700

8,657


700

8,657

9,357

1,568

7,789

1995
2011
35 years
Sterling House of Blaine
Blaine
MN

150

1,675


150

1,675

1,825

678

1,147

1997
2005
35 years
Clare Bridge of Eden Prairie
Eden Prairie
MN

301

6,228


301

6,228

6,529

2,520

4,009

1998
2005
35 years
Woven Hearts of Faribault
Faribault
MN

530

1,085


530

1,085

1,615

240

1,375

1997
2011
35 years
Sterling House of Inver Grove Heights
Inver Grove Heights
MN
2,755

253

2,655


253

2,655

2,908

1,074

1,834

1997
2005
35 years
Woven Hearts of Mankato
Mankato
MN

490

410


490

410

900

173

727

1996
2011
35 years
Edina Park Plaza
Minneapolis
MN
15,040

3,621

33,141

22,975

3,621

56,116

59,737

14,327

45,410

1998
2005
35 years
Clare Bridge of North Oaks
North Oaks
MN

1,057

8,296


1,057

8,296

9,353

3,356

5,997

1998
2005
35 years
Clare Bridge of Plymouth
Plymouth
MN

679

8,675


679

8,675

9,354

3,509

5,845

1998
2005
35 years
Woven Hearts of Sauk Rapids
Sauk Rapids
MN

480

3,178


480

3,178

3,658

575

3,083

1997
2011
35 years
Woven Hearts of Wilmar
Wilmar
MN

470

4,833


470

4,833

5,303

829

4,474

1997
2011
35 years
Woven Hearts of Winona
Winona
MN

800

1,390


800

1,390

2,190

486

1,704

1997
2011
35 years
The Solana West County
Ballwin
MO

3,100

35,074

35

3,100

35,109

38,209

2,735

35,474

2012
2014
35 years
Clare Bridge of Cary
Cary
NC

724

6,466


724

6,466

7,190

2,616

4,574

1997
2005
35 years

152


 
Location
 
Initial Cost to Company
 
Gross Amount Carried at Close of Period
 
 
 
 
 
 
Property Name
City
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Sterling House of Hickory
Hickory
NC

330

10,981


330

10,981

11,311

1,868

9,443

1997
2011
35 years
Clare Bridge of Winston-Salem
Winston-Salem
NC

368

3,497


368

3,497

3,865

1,415

2,450

1997
2005
35 years
Brendenwood
Voorhees Township
NJ
17,294

3,158

29,909


3,158

29,909

33,067

12,101

20,966

1987
2005
35 years
Clare Bridge of Westampton
Westampton
NJ

881

4,741


881

4,741

5,622

1,918

3,704

1997
2005
35 years
Sterling House of Deptford
Woodbury
NJ

1,190

5,482


1,190

5,482

6,672

1,031

5,641

1998
2011
35 years
Ponce de Leon
Santa Fe
NM


28,178



28,178

28,178

11,151

17,027

1986
2005
35 years
Wynwood of Kenmore
Buffalo
NY
12,943

1,487

15,170


1,487

15,170

16,657

6,137

10,520

1995
2005
35 years
Villas of Sherman Brook
Clinton
NY

947

7,528


947

7,528

8,475

3,046

5,429

1991
2005
35 years
Wynwood of Liberty (Manlius)
Manlius
NY

890

28,237


890

28,237

29,127

4,710

24,417

1994
2011
35 years
Clare Bridge of Perinton
Pittsford
NY

611

4,066


611

4,066

4,677

1,645

3,032

1997
2005
35 years
The Gables at Brighton
Rochester
NY

1,131

9,498


1,131

9,498

10,629

3,933

6,696

1988
2005
35 years
Clare Bridge of Niskayuna
Schenectady
NY

1,021

8,333


1,021

8,333

9,354

3,371

5,983

1997
2005
35 years
Wynwood of Niskayuna
Schenectady
NY
16,202

1,884

16,103


1,884

16,103

17,987

6,515

11,472

1996
2005
35 years
Villas of Summerfield
Syracuse
NY

1,132

11,434


1,132

11,434

12,566

4,626

7,940

1991
2005
35 years
Clare Bridge of Williamsville
Williamsville
NY
6,692

839

3,841


839

3,841

4,680

1,554

3,126

1997
2005
35 years
Sterling House of Alliance
Alliance
OH
2,178

392

6,283


392

6,283

6,675

2,542

4,133

1998
2005
35 years
Clare Bridge Cottage of Austintown
Austintown
OH

151

3,087


151

3,087

3,238

1,249

1,989

1999
2005
35 years
Sterling House of Barberton
Barberton
OH

440

10,884


440

10,884

11,324

1,853

9,471

1997
2011
35 years
Sterling House of Beaver Creek
Beavercreek
OH

587

5,381


587

5,381

5,968

2,177

3,791

1998
2005
35 years
Sterling House of Englewood (OH)
Clayton
OH

630

6,477


630

6,477

7,107

1,160

5,947

1997
2011
35 years
Sterling House of Westerville
Columbus
OH
1,800

267

3,600


267

3,600

3,867

1,457

2,410

1999
2005
35 years
Sterling House of Greenville
Greenville
OH

490

4,144


490

4,144

4,634

866

3,768

1997
2011
35 years
Sterling House of Lancaster
Lancaster
OH

460

4,662


460

4,662

5,122

875

4,247

1998
2011
35 years
Sterling House of Marion
Marion
OH

620

3,306


620

3,306

3,926

667

3,259

1998
2011
35 years
Sterling House of Salem
Salem
OH

634

4,659


634

4,659

5,293

1,885

3,408

1998
2005
35 years
Sterling House of Springdale
Springdale
OH

1,140

9,134


1,140

9,134

10,274

1,578

8,696

1997
2011
35 years
Sterling House of Bartlesville
Bartlesville
OK

250

10,529


250

10,529

10,779

1,766

9,013

1997
2011
35 years
Sterling House of Bethany
Bethany
OK

390

1,499


390

1,499

1,889

327

1,562

1994
2011
35 years
Sterling House of Broken Arrow
Broken Arrow
OK

940

6,312

6,410

1,873

11,789

13,662

1,965

11,697

1996
2011
35 years
Forest Grove Residential Community
Forest Grove
OR

2,320

9,633


2,320

9,633

11,953

1,826

10,127

1994
2011
35 years
The Heritage at Mt. Hood
Gresham
OR

2,410

9,093


2,410

9,093

11,503

1,724

9,779

1988
2011
35 years
McMinnville Residential Estates
McMinnville
OR
1,312

1,230

7,561


1,230

7,561

8,791

1,588

7,203

1989
2011
35 years
Sterling House of Denton
Denton
TX

1,750

6,712


1,750

6,712

8,462

1,175

7,287

1996
2011
35 years
Sterling House of Ennis
Ennis
TX

460

3,284


460

3,284

3,744

628

3,116

1996
2011
35 years
Sterling House of Kerrville
Kerrville
TX

460

8,548


460

8,548

9,008

1,458

7,550

1997
2011
35 years

153


 
Location
 
Initial Cost to Company
 
Gross Amount Carried at Close of Period
 
 
 
 
 
 
Property Name
City
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Sterling House of Lancaster
Lancaster
TX

410

1,478


410

1,478

1,888

352

1,536

1997
2011
35 years
Sterling House of Paris
Paris
TX

360

2,411


360

2,411

2,771

499

2,272

1996
2011
35 years
Sterling House of San Antonio
San Antonio
TX

1,400

10,051


1,400

10,051

11,451

1,739

9,712

1997
2011
35 years
Sterling House of Temple
Temple
TX

330

5,081


330

5,081

5,411

930

4,481

1997
2011
35 years
Emeritus at Ridgewood Gardens
Salem
VA

1,900

16,219


1,900

16,219

18,119

6,229

11,890

1998
2011
35 years
Clare Bridge of Lynwood
Lynnwood
WA

1,219

9,573


1,219

9,573

10,792

3,873

6,919

1999
2005
35 years
Clare Bridge of Puyallup
Puyallup
WA
9,434

1,055

8,298


1,055

8,298

9,353

3,357

5,996

1998
2005
35 years
Columbia Edgewater
Richland
WA

960

23,270


960

23,270

24,230

4,075

20,155

1990
2011
35 years
Park Place
Spokane
WA

1,622

12,895


1,622

12,895

14,517

5,399

9,118

1915
2005
35 years
Crossings at Allenmore
Tacoma
WA

620

16,186


620

16,186

16,806

2,742

14,064

1997
2011
35 years
Union Park at Allenmore
Tacoma
WA

1,710

3,326


1,710

3,326

5,036

891

4,145

1988
2011
35 years
Crossings at Yakima
Yakima
WA

860

15,276


860

15,276

16,136

2,668

13,468

1998
2011
35 years
Sterling House of Fond du Lac
Fond du Lac
WI

196

1,603


196

1,603

1,799

648

1,151

2000
2005
35 years
Clare Bridge of Kenosha
Kenosha
WI

551

5,431

2,772

551

8,203

8,754

2,860

5,894

2000
2005
35 years
Woven Hearts of Kenosha
Kenosha
WI

630

1,694


630

1,694

2,324

341

1,983

1997
2011
35 years
Clare Bridge Cottage of La Crosse
La Crosse
WI

621

4,056

1,126

621

5,182

5,803

1,911

3,892

2004
2005
35 years
Sterling House of La Crosse
La Crosse
WI

644

5,831

2,637

644

8,468

9,112

2,991

6,121

1998
2005
35 years
Sterling House of Middleton
Middleton
WI

360

5,041


360

5,041

5,401

867

4,534

1997
2011
35 years
Woven Hearts of Neenah
Neenah
WI

340

1,030


340

1,030

1,370

232

1,138

1996
2011
35 years
Woven Hearts of Onalaska
Onalaska
WI

250

4,949


250

4,949

5,199

847

4,352

1995
2011
35 years
Woven Hearts of Oshkosh
Oshkosh
WI

160

1,904


160

1,904

2,064

374

1,690

1996
2011
35 years
Woven Hearts of Sun Prairie
Sun Prairie
WI

350

1,131


350

1,131

1,481

247

1,234

1994
2011
35 years
TOTAL FOR BROOKDALE SENIORS HOUSING COMMUNITIES
 
 
243,653

190,934

1,803,345

78,885

191,801

1,881,363

2,073,164

614,299

1,458,865

 
 
 
SUNRISE SENIORS HOUSING COMMUNITIES
 
 
 
 
 
 
 
 
 

 
 

 
 

Sunrise of Chandler
Chandler
AZ

4,344

14,455

628

4,439

14,988

19,427

2,537

16,890

2007
2012
35 years
Sunrise of Scottsdale
Scottsdale
AZ

2,229

27,575

601

2,255

28,150

30,405

8,237

22,168

2007
2007
35 years
Sunrise of River Road
Tucson
AZ

2,971

12,399

221

2,971

12,620

15,591

1,980

13,611

2008
2012
35 years
Sunrise of Lynn Valley
Vancouver
BC

11,759

37,424

(11,789
)
8,702

28,692

37,394

8,301

29,093

2002
2007
35 years
Sunrise of Vancouver
Vancouver
BC

6,649

31,937

396

6,661

32,321

38,982

9,701

29,281

2005
2007
35 years
Sunrise of Victoria
Victoria
BC

8,332

29,970

(8,921
)
6,220

23,161

29,381

6,803

22,578

2001
2007
35 years
Sunrise at La Costa
Carlsbad
CA

4,890

20,590

1,385

4,989

21,876

26,865

6,897

19,968

1999
2007
35 years
Sunrise of Carmichael
Carmichael
CA

1,269

14,598

437

1,284

15,020

16,304

2,445

13,859

2009
2012
35 years
Sunrise of Fair Oaks
Fair Oaks
CA

1,456

23,679

1,830

2,484

24,481

26,965

7,493

19,472

2001
2007
35 years
Sunrise of Mission Viejo
Mission Viejo
CA

3,802

24,560

1,330

3,867

25,825

29,692

7,908

21,784

1998
2007
35 years
Sunrise at Canyon Crest
Riverside
CA

5,486

19,658

1,646

5,550

21,240

26,790

6,444

20,346

2006
2007
35 years
Sunrise of Rocklin
Rocklin
CA

1,378

23,565

870

1,411

24,402

25,813

7,186

18,627

2007
2007
35 years

154


 
Location
 
Initial Cost to Company
 
Gross Amount Carried at Close of Period
 
 
 
 
 
 
Property Name
City
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Sunrise of San Mateo
San Mateo
CA

2,682

35,335

1,667

2,705

36,979

39,684

10,797

28,887

1999
2007
35 years
Sunrise of Sunnyvale
Sunnyvale
CA

2,933

34,361

1,145

2,969

35,470

38,439

10,387

28,052

2000
2007
35 years
Sunrise at Sterling Canyon
Valencia
CA

3,868

29,293

4,733

4,041

33,853

37,894

10,535

27,359

1998
2007
35 years
Sunrise of Westlake Village
Westlake Village
CA

4,935

30,722

1,052

5,026

31,683

36,709

9,340

27,369

2004
2007
35 years
Sunrise at Yorba Linda
Yorba Linda
CA

1,689

25,240

1,384

1,765

26,548

28,313

7,745

20,568

2002
2007
35 years
Sunrise at Cherry Creek
Denver
CO

1,621

28,370

1,250

1,721

29,520

31,241

8,802

22,439

2000
2007
35 years
Sunrise at Pinehurst
Denver
CO

1,417

30,885

1,881

1,596

32,587

34,183

10,083

24,100

1998
2007
35 years
Sunrise at Orchard
Littleton
CO

1,813

22,183

1,379

1,846

23,529

25,375

7,287

18,088

1997
2007
35 years
Sunrise of Westminster
Westminster
CO

2,649

16,243

1,555

2,686

17,761

20,447

5,433

15,014

2000
2007
35 years
Sunrise of Stamford
Stamford
CT

4,612

28,533

1,810

4,648

30,307

34,955

9,237

25,718

1999
2007
35 years
Sunrise of Jacksonville
Jacksonville
FL

2,390

17,671

165

2,420

17,806

20,226

2,952

17,274

2009
2012
35 years
Sunrise of Ivey Ridge
Alpharetta
GA

1,507

18,516

1,234

1,513

19,744

21,257

6,044

15,213

1998
2007
35 years
Sunrise of Huntcliff I
Atlanta
GA

4,232

66,161

16,359

4,185

82,567

86,752

24,677

62,075

1987
2007
35 years
Sunrise of Huntcliff II
Atlanta
GA

2,154

17,137

1,843

2,160

18,974

21,134

5,997

15,137

1998
2007
35 years
Sunrise at East Cobb
Marietta
GA

1,797

23,420

1,376

1,806

24,787

26,593

7,552

19,041

1997
2007
35 years
Sunrise of Barrington
Barrington
IL

859

15,085

412

884

15,472

16,356

2,576

13,780

2007
2012
35 years
Sunrise of Bloomingdale
Bloomingdale
IL

1,287

38,625

1,534

1,382

40,064

41,446

11,769

29,677

2000
2007
35 years
Sunrise of Buffalo Grove
Buffalo Grove
IL

2,154

28,021

1,268

2,339

29,104

31,443

8,792

22,651

1999
2007
35 years
Sunrise of Lincoln Park
Chicago
IL

3,485

26,687

1,133

3,504

27,801

31,305

7,918

23,387

2003
2007
35 years
Sunrise of Naperville
Naperville
IL

1,946

28,538

2,414

2,610

30,288

32,898

9,374

23,524

1999
2007
35 years
Sunrise of Palos Park
Palos Park
IL

2,363

42,205

1,087

2,394

43,261

45,655

12,773

32,882

2001
2007
35 years
Sunrise of Park Ridge
Park Ridge
IL

5,533

39,557

2,502

5,630

41,962

47,592

12,246

35,346

1998
2007
35 years
Sunrise of Willowbrook
Willowbrook
IL

1,454

60,738

2,185

2,057

62,320

64,377

16,701

47,676

2000
2007
35 years
Sunrise of Old Meridian
Carmel
IN

8,550

31,746

344

8,550

32,090

40,640

5,250

35,390

2009
2012
35 years
Sunrise of Leawood
Leawood
KS

651

16,401

533

768

16,817

17,585

2,574

15,011

2006
2012
35 years
Sunrise of Overland Park
Overland Park
KS

650

11,015

412

660

11,417

12,077

1,948

10,129

2007
2012
35 years
Sunrise of Baton Rouge
Baton Rouge
LA

1,212

23,547

1,355

1,321

24,793

26,114

7,387

18,727

2000
2007
35 years
Sunrise of Arlington
Arlington
MA

86

34,393

969

107

35,341

35,448

10,645

24,803

2001
2007
35 years
Sunrise of Norwood
Norwood
MA

2,230

30,968

1,691

2,306

32,583

34,889

9,701

25,188

1997
2007
35 years
Sunrise of Columbia
Columbia
MD

1,780

23,083

2,539

1,918

25,484

27,402

7,604

19,798

1996
2007
35 years
Sunrise of Rockville
Rockville
MD

1,039

39,216

1,986

1,066

41,175

42,241

11,589

30,652

1997
2007
35 years
Sunrise of Bloomfield
Bloomfield Hills
MI

3,736

27,657

1,768

3,852

29,309

33,161

8,602

24,559

2006
2007
35 years
Sunrise of Cascade
Grand Rapids
MI

1,273

21,782

531

1,358

22,228

23,586

3,513

20,073

2007
2012
35 years
Sunrise of Northville
Plymouth
MI

1,445

26,090

1,067

1,525

27,077

28,602

8,264

20,338

1999
2007
35 years
Sunrise of Rochester
Rochester
MI

2,774

38,666

1,117

2,846

39,711

42,557

11,715

30,842

1998
2007
35 years
Sunrise of Troy
Troy
MI

1,758

23,727

750

1,860

24,375

26,235

7,422

18,813

2001
2007
35 years
Sunrise of Edina
Edina
MN

3,181

24,224

2,646

3,270

26,781

30,051

8,169

21,882

1999
2007
35 years
Sunrise on Providence
Charlotte
NC

1,976

19,472

2,095

1,988

21,555

23,543

6,440

17,103

1999
2007
35 years

155


 
Location
 
Initial Cost to Company
 
Gross Amount Carried at Close of Period
 
 
 
 
 
 
Property Name
City
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Sunrise at North Hills
Raleigh
NC

749

37,091

5,148

762

42,226

42,988

12,285

30,703

2000
2007
35 years
Sunrise of East Brunswick
East Brunswick
NJ

2,784

26,173

1,981

3,030

27,908

30,938

8,766

22,172

1999
2007
35 years
Sunrise of Jackson
Jackson
NJ

4,009

15,029

502

4,013

15,527

19,540

2,663

16,877

2008
2012
35 years
Sunrise of Morris Plains
Morris Plains
NJ
17,839

1,492

32,052

1,913

1,569

33,888

35,457

10,025

25,432

1997
2007
35 years
Sunrise of Old Tappan
Old Tappan
NJ
16,567

2,985

36,795

1,708

3,042

38,446

41,488

11,387

30,101

1997
2007
35 years
Sunrise of Wall
Wall Township
NJ

1,053

19,101

1,206

1,088

20,272

21,360

6,056

15,304

1999
2007
35 years
Sunrise of Wayne
Wayne
NJ
13,160

1,288

24,990

2,333

1,324

27,287

28,611

8,084

20,527

1996
2007
35 years
Sunrise of Westfield
Westfield
NJ
17,438

5,057

23,803

1,882

5,117

25,625

30,742

7,859

22,883

1996
2007
35 years
Sunrise of Woodcliff Lake
Woodcliff Lake
NJ

3,493

30,801

1,319

3,537

32,076

35,613

9,780

25,833

2000
2007
35 years
Sunrise of North Lynbrook
Lynbrook
NY

4,622

38,087

1,836

4,700

39,845

44,545

12,335

32,210

1999
2007
35 years
Sunrise at Fleetwood
Mount Vernon
NY

4,381

28,434

2,154

4,505

30,464

34,969

9,358

25,611

1999
2007
35 years
Sunrise of New City
New City
NY

1,906

27,323

1,529

1,950

28,808

30,758

8,663

22,095

1999
2007
35 years
Sunrise of Smithtown
Smithtown
NY

2,853

25,621

2,404

3,038

27,840

30,878

8,872

22,006

1999
2007
35 years
Sunrise of Staten Island
Staten Island
NY

7,237

23,910

384

7,288

24,243

31,531

9,433

22,098

2006
2007
35 years
Sunrise at Parma
Cleveland
OH

695

16,641

1,097

890

17,543

18,433

5,343

13,090

2000
2007
35 years
Sunrise of Cuyahoga Falls
Cuyahoga Falls
OH

626

10,239

1,453

777

11,541

12,318

3,627

8,691

2000
2007
35 years
Sunrise of Aurora
Aurora
ON

1,570

36,113

(9,069
)
1,167

27,447

28,614

8,101

20,513

2002
2007
35 years
Sunrise of Burlington
Burlington
ON

1,173

24,448

644

1,191

25,074

26,265

7,214

19,051

2001
2007
35 years
Sunrise of Unionville
Markham
ON

2,322

41,140

(10,031
)
1,775

31,656

33,431

9,218

24,213

2000
2007
35 years
Sunrise of Mississauga
Mississauga
ON

3,554

33,631

(8,584
)
2,725

25,876

28,601

7,506

21,095

2000
2007
35 years
Sunrise of Erin Mills
Mississauga
ON

1,957

27,020

(6,836
)
1,491

20,650

22,141

6,336

15,805

2007
2007
35 years
Sunrise of Oakville
Oakville
ON

2,753

37,489

778

2,758

38,262

41,020

10,969

30,051

2002
2007
35 years
Sunrise of Richmond Hill
Richmond Hill
ON

2,155

41,254

(10,251
)
1,621

31,537

33,158

9,036

24,122

2002
2007
35 years
Thorne Mill of Steeles
Vaughan
ON

2,563

57,513

(12,356
)
1,320

46,400

47,720

12,578

35,142

2003
2007
35 years
Sunrise of Windsor
Windsor
ON

1,813

20,882

560

1,833

21,422

23,255

6,268

16,987

2001
2007
35 years
Sunrise of Abington
Abington
PA
22,410

1,838

53,660

4,843

2,015

58,326

60,341

16,884

43,457

1997
2007
35 years
Sunrise of Blue Bell
Blue Bell
PA

1,765

23,920

2,305

1,827

26,163

27,990

8,066

19,924

2006
2007
35 years
Sunrise of Exton
Exton
PA

1,123

17,765

1,634

1,187

19,335

20,522

5,921

14,601

2000
2007
35 years
Sunrise of Haverford
Haverford
PA
7,031

941

25,872

1,953

983

27,783

28,766

8,162

20,604

1997
2007
35 years
Sunrise at Granite Run
Media
PA
10,821

1,272

31,781

2,159

1,372

33,840

35,212

9,980

25,232

1997
2007
35 years
Sunrise of Lower Makefield
Morrisville
PA

3,165

21,337

418

3,167

21,753

24,920

3,572

21,348

2008
2012
35 years
Sunrise of Westtown
West Chester
PA

1,547

22,996

1,538

1,570

24,511

26,081

7,835

18,246

1999
2007
35 years
Sunrise of Hillcrest
Dallas
TX

2,616

27,680

655

2,626

28,325

30,951

8,449

22,502

2006
2007
35 years
Sunrise of Fort Worth
Fort Worth
TX

2,024

18,587

650

2,083

19,178

21,261

3,174

18,087

2007
2012
35 years
Sunrise of Frisco
Frisco
TX

2,523

14,547

324

2,535

14,859

17,394

2,151

15,243

2009
2012
35 years
Sunrise of Cinco Ranch
Katy
TX

2,512

21,600

860

2,550

22,422

24,972

3,585

21,387

2007
2012
35 years
Sunrise of Holladay
Holladay
UT

2,542

44,771

507

2,577

45,243

47,820

7,186

40,634

2008
2012
35 years
Sunrise of Sandy
Sandy
UT

2,576

22,987

180

2,618

23,125

25,743

7,060

18,683

2007
2007
35 years
Sunrise of Alexandria
Alexandria
VA

88

14,811

1,993

176

16,716

16,892

5,530

11,362

1998
2007
35 years

156


 
Location
 
Initial Cost to Company
 
Gross Amount Carried at Close of Period
 
 
 
 
 
 
Property Name
City
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Sunrise of Richmond
Richmond
VA

1,120

17,446

1,141

1,151

18,556

19,707

5,890

13,817

1999
2007
35 years
Sunrise of Bon Air
Richmond
VA

2,047

22,079

543

2,032

22,637

24,669

3,739

20,930

2008
2012
35 years
Sunrise of Springfield
Springfield
VA
8,051

4,440

18,834

2,287

4,466

21,095

25,561

6,439

19,122

1997
2007
35 years
TOTAL FOR SUNRISE SENIORS HOUSING COMMUNITIES
 
 
113,317

245,515

2,532,176

57,499

243,561

2,591,629

2,835,190

731,157

2,104,033

 
 
 
ATRIA SENIORS HOUSING COMMUNITIES
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Arbour Lake
Calgary
AB

2,512

39,188

(5,230
)
2,184

34,286

36,470

2,834

33,636

2003
2014
35 years
Canyon Meadows
Calgary
AB

1,617

30,803

(3,633
)
1,399

27,388

28,787

2,329

26,458

1995
2014
35 years
Churchill Manor
Edmonton
AB

2,865

30,482

(3,938
)
2,479

26,930

29,409

2,335

27,074

1999
2014
35 years
View at Lethbridge
Lethbridge
AB

2,503

24,770

(3,338
)
2,166

21,769

23,935

2,031

21,904

2007
2014
35 years
Victoria Park
Red Deer
AB

1,188

22,554

(2,503
)
1,028

20,211

21,239

1,893

19,346

1999
2014
35 years
Ironwood Estates
St. Albert
AB

3,639

22,519

(2,928
)
3,154

20,076

23,230

1,875

21,355

1998
2014
35 years
Atria Regency
Mobile
AL

950

11,897

1,136

953

13,030

13,983

3,143

10,840

1996
2011
35 years
Atria Chandler Villas
Chandler
AZ

3,650

8,450

1,334

3,715

9,719

13,434

3,086

10,348

1988
2011
35 years
Atria Sierra Pointe
Scottsdale
AZ

10,930

65,372

1,898

10,962

67,238

78,200

5,595

72,605

2000
2014
35 years
Atria Campana Del Rio
Tucson
AZ

5,861

37,284

1,864

5,972

39,037

45,009

8,792

36,217

1964
2011
35 years
Atria Valley Manor
Tucson
AZ

1,709

60

732

1,768

733

2,501

311

2,190

1963
2011
35 years
Atria Bell Court Gardens
Tucson
AZ

3,010

30,969

1,565

3,020

32,524

35,544

6,495

29,049

1964
2011
35 years
Longlake Chateau
Nanaimo
BC

1,874

22,910

(2,810
)
1,622

20,352

21,974

1,930

20,044

1990
2014
35 years
Prince George
Prince George
BC

2,066

22,761

(3,150
)
1,787

19,890

21,677

1,879

19,798

2005
2014
35 years
The Victorian
Victoria
BC

3,419

16,351

(2,329
)
2,967

14,474

17,441

1,451

15,990

1988
2014
35 years
Victorian at McKenzie
Victoria
BC

4,801

25,712

(3,700
)
4,158

22,655

26,813

2,071

24,742

2003
2014
35 years
Atria Burlingame
Burlingame
CA
7,005

2,494

12,373

1,228

2,523

13,572

16,095

3,018

13,077

1977
2011
35 years
Atria Las Posas
Camarillo
CA

4,500

28,436

941

4,518

29,359

33,877

5,857

28,020

1997
2011
35 years
Atria Carmichael Oaks
Carmichael
CA
18,360

2,118

49,694

1,399

2,144

51,067

53,211

6,753

46,458

1992
2013
35 years
Atria El Camino Gardens
Carmichael
CA

6,930

32,318

12,929

7,123

45,054

52,177

7,552

44,625

1984
2011
35 years
Atria Covina
Covina
CA

170

4,131

588

250

4,639

4,889

1,304

3,585

1977
2011
35 years
Atria Daly City
Daly City
CA
7,149

3,090

13,448

1,025

3,102

14,461

17,563

3,120

14,443

1975
2011
35 years
Atria Covell Gardens
Davis
CA

2,163

39,657

10,538

2,382

49,976

52,358

10,564

41,794

1987
2011
35 years
Atria Encinitas
Encinitas
CA

5,880

9,212

1,288

5,930

10,450

16,380

2,494

13,886

1984
2011
35 years
Atria Escondido
Escondido
CA

1,196

7,155

363

1,199

7,515

8,714

875

7,839

2002
2014
35 years
Atria Grass Valley
Grass Valley
CA
11,438

1,965

28,414

660

2,010

29,029

31,039

3,998

27,041

2000
2013
35 years
Atria Golden Creek
Irvine
CA

6,900

23,544

1,130

6,926

24,648

31,574

5,464

26,110

1985
2011
35 years
Atria Lafayette
Lafayette
CA
19,278

5,679

56,922

731

5,697

57,635

63,332

7,159

56,173

2007
2013
35 years
Atria Del Sol
Mission Viejo
CA

3,500

12,458

8,379

3,781

20,556

24,337

4,107

20,230

1985
2011
35 years
Atria Tamalpais Creek
Novato
CA

5,812

24,703

585

5,827

25,273

31,100

5,186

25,914

1978
2011
35 years
Atria Pacific Palisades
Pacific Palisades
CA

4,458

17,064

1,302

4,489

18,335

22,824

5,961

16,863

2001
2007
35 years

157


 
Location
 
Initial Cost to Company
 
Gross Amount Carried at Close of Period
 
 
 
 
 
 
Property Name
City
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Atria Palm Desert
Palm Desert
CA

2,887

9,843

1,134

3,112

10,752

13,864

4,056

9,808

1988
2011
35 years
Atria Hacienda
Palm Desert
CA

6,680

85,900

2,959

6,860

88,679

95,539

16,494

79,045

1989
2011
35 years
Atria Paradise
Paradise
CA
4,702

2,265

28,262

946

2,309

29,164

31,473

3,898

27,575

1999
2013
35 years
Atria Del Rey
Rancho Cucamonga
CA

3,290

17,427

4,704

3,464

21,957

25,421

6,137

19,284

1987
2011
35 years
Atria Rocklin
Rocklin
CA
19,633

4,427

52,064

497

4,427

52,561

56,988

3,415

53,573

2001
2015
35 years
Atria Collwood
San Diego
CA

290

10,650

989

338

11,591

11,929

2,753

9,176

1976
2011
35 years
Atria Rancho Park
San Dimas
CA

4,066

14,306

1,227

4,602

14,997

19,599

3,936

15,663

1975
2011
35 years
Atria Chateau Gardens
San Jose
CA

39

487

601

49

1,078

1,127

928

199

1977
2011
35 years
Atria Willow Glen
San Jose
CA

8,521

43,168

2,485

8,576

45,598

54,174

8,113

46,061

1976
2011
35 years
Atria Chateau San Juan
San Juan Capistrano
CA

5,110

29,436

8,193

5,314

37,425

42,739

10,122

32,617

1985
2011
35 years
Atria Hillsdale
San Mateo
CA

5,240

15,956

1,820

5,253

17,763

23,016

3,593

19,423

1986
2011
35 years
Atria Santa Clarita
Santa Clarita
CA

3,880

38,366

473

3,880

38,839

42,719

2,571

40,148

2001
2015
35 years
Atria Bayside Landing
Stockton
CA


467

482


949

949

769

180

1998
2011
35 years
Atria Sunnyvale
Sunnyvale
CA

6,120

30,068

4,555

6,226

34,517

40,743

7,010

33,733

1977
2011
35 years
Atria Tarzana
Tarzana
CA

960

47,547

642

974

48,175

49,149

5,878

43,271

2008
2013
35 years
Atria Vintage Hills
Temecula
CA

4,674

44,341

1,517

4,879

45,653

50,532

6,351

44,181

2000
2013
35 years
Atria Grand Oaks
Thousand Oaks
CA
22,297

5,994

50,309

679

6,049

50,933

56,982

6,824

50,158

2002
2013
35 years
Atria Hillcrest
Thousand Oaks
CA

6,020

25,635

9,675

6,612

34,718

41,330

9,097

32,233

1987
2011
35 years
Atria Montego Heights
Walnut Creek
CA

6,910

15,797

15,684

7,626

30,765

38,391

7,215

31,176

1978
2011
35 years
Atria Valley View
Walnut Creek
CA

7,139

53,914

2,446

7,171

56,328

63,499

16,380

47,119

1977
2011
35 years
Atria Applewood
Lakewood
CO

3,656

48,657

595

3,686

49,222

52,908

6,741

46,167

2008
2013
35 years
Atria Inn at Lakewood
Lakewood
CO

6,281

50,095

1,404

6,323

51,457

57,780

9,512

48,268

1999
2011
35 years
Atria Vistas in Longmont
Longmont
CO

2,807

24,877

712

2,831

25,565

28,396

4,226

24,170

2009
2012
35 years
Atria Darien
Darien
CT
18,972

653

37,587

7,271

829

44,682

45,511

8,551

36,960

1997
2011
35 years
Atria Larson Place
Hamden
CT

1,850

16,098

1,267

1,873

17,342

19,215

3,956

15,259

1999
2011
35 years
Atria Greenridge Place
Rocky Hill
CT

2,170

32,553

1,642

2,388

33,977

36,365

6,585

29,780

1998
2011
35 years
Atria Stamford
Stamford
CT
35,300

1,200

62,432

4,630

1,373

66,889

68,262

13,060

55,202

1975
2011
35 years
Atria Stratford
Stratford
CT

3,210

27,865

1,403

3,210

29,268

32,478

6,193

26,285

1999
2011
35 years
Atria Crossroads Place
Waterford
CT

2,401

36,495

7,462

2,553

43,805

46,358

8,819

37,539

2000
2011
35 years
Atria Hamilton Heights
West Hartford
CT

3,120

14,674

2,798

3,154

17,438

20,592

4,563

16,029

1904
2011
35 years
Atria Windsor Woods
Hudson
FL

1,610

32,432

1,725

1,663

34,104

35,767

7,409

28,358

1988
2011
35 years
Atria Baypoint Village
Hudson
FL
14,932

2,083

28,841

5,418

2,298

34,044

36,342

8,065

28,277

1986
2011
35 years
Atria San Pablo
Jacksonville
FL
5,496

1,620

14,920

794

1,648

15,686

17,334

3,193

14,141

1999
2011
35 years
Atria at St. Joseph's
Jupiter
FL
15,859

5,520

30,720

775

5,555

31,460

37,015

4,298

32,717

2007
2013
35 years
Atria Lady Lake
Lady Lake
FL

3,752

26,265

224

3,752

26,489

30,241

1,737

28,504

2010
2015
35 years
Atria Heritage at Lake Forest
Sanford
FL

3,589

32,586

3,307

3,864

35,618

39,482

6,973

32,509

2002
2011
35 years
Atria Evergreen Woods
Spring Hill
FL

2,370

28,371

3,163

2,529

31,375

33,904

7,613

26,291

1981
2011
35 years
Atria North Point
Alpharetta
GA
40,991

4,830

78,318

1,328

4,853

79,623

84,476

7,837

76,639

2007
2014
35 years

158


 
Location
 
Initial Cost to Company
 
Gross Amount Carried at Close of Period
 
 
 
 
 
 
Property Name
City
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Atria Buckhead
Atlanta
GA

3,660

5,274

839

3,688

6,085

9,773

1,773

8,000

1996
2011
35 years
Atria Mableton
Austell
GA

1,911

18,879

355

1,942

19,203

21,145

2,661

18,484

2000
2013
35 years
Atria Johnson Ferry
Marietta
GA

990

6,453

452

995

6,900

7,895

1,613

6,282

1995
2011
35 years
Atria Tucker
Tucker
GA

1,103

20,679

423

1,120

21,085

22,205

2,889

19,316

2000
2013
35 years
Atria Glen Ellyn
Glen Ellyn
IL

2,455

34,064

2,159

2,602

36,076

38,678

11,008

27,670

2000
2007
35 years
Atria Newburgh
Newburgh
IN

1,150

22,880

540

1,150

23,420

24,570

4,571

19,999

1998
2011
35 years
Atria Hearthstone East
Topeka
KS

1,150

20,544

908

1,215

21,387

22,602

4,535

18,067

1998
2011
35 years
Atria Hearthstone West
Topeka
KS

1,230

28,379

2,002

1,245

30,366

31,611

6,747

24,864

1987
2011
35 years
Atria Highland Crossing
Covington
KY

1,677

14,393

1,329

1,689

15,710

17,399

3,929

13,470

1988
2011
35 years
Atria Summit Hills
Crestview Hills
KY

1,780

15,769

806

1,789

16,566

18,355

3,648

14,707

1998
2011
35 years
Atria Elizabethtown
Elizabethtown
KY

850

12,510

545

869

13,036

13,905

2,711

11,194

1996
2011
35 years
Atria St. Matthews
Louisville
KY

939

9,274

709

953

9,969

10,922

2,895

8,027

1998
2011
35 years
Atria Stony Brook
Louisville
KY

1,860

17,561

961

1,953

18,429

20,382

3,910

16,472

1999
2011
35 years
Atria Springdale
Louisville
KY

1,410

16,702

1,112

1,410

17,814

19,224

3,813

15,411

1999
2011
35 years
Atria Marland Place
Andover
MA

1,831

34,592

19,191

1,996

53,618

55,614

11,194

44,420

1996
2011
35 years
Atria Longmeadow Place
Burlington
MA

5,310

58,021

1,332

5,383

59,280

64,663

10,853

53,810

1998
2011
35 years
Atria Fairhaven (Alden)
Fairhaven
MA

1,100

16,093

779

1,148

16,824

17,972

3,299

14,673

1999
2011
35 years
Atria Woodbriar Place
Falmouth
MA
18,440

4,630

27,314

5,793

6,433

31,304

37,737

4,880

32,857

2013
2013
35 years
Atria Woodbriar
Falmouth
MA

1,970

43,693

20,043

1,974

63,732

65,706

8,007

57,699

1975
2011
35 years
Atria Draper Place
Hopedale
MA

1,140

17,794

1,309

1,226

19,017

20,243

3,866

16,377

1998
2011
35 years
Atria Merrimack Place
Newburyport
MA

2,774

40,645

1,313

2,809

41,923

44,732

7,656

37,076

2000
2011
35 years
Atria Marina Place
Quincy
MA

2,590

33,899

1,481

2,755

35,215

37,970

6,963

31,007

1999
2011
35 years
Riverheights Terrace
Brandon
MB

799

27,708

(3,497
)
692

24,318

25,010

2,178

22,832

2001
2014
35 years
Amber Meadow
Winnipeg
MB

3,047

17,821

(1,879
)
2,638

16,351

18,989

1,681

17,308

2000
2014
35 years
The Westhaven
Winnipeg
MB

871

23,162

(2,829
)
765

20,439

21,204

1,909

19,295

1988
2014
35 years
Atria Manresa
Annapolis
MD

4,193

19,000

1,696

4,465

20,424

24,889

4,256

20,633

1920
2011
35 years
Atria Salisbury
Salisbury
MD

1,940

24,500

699

1,959

25,180

27,139

4,740

22,399

1995
2011
35 years
Atria Kennebunk
Kennebunk
ME

1,090

23,496

793

1,104

24,275

25,379

4,946

20,433

1998
2011
35 years
Atria Ann Arbor
Ann Arbor
MI

1,703

15,857

1,898

1,795

17,663

19,458

5,718

13,740

2001
2007
35 years
Atria Kinghaven
Riverview
MI
13,296

1,440

26,260

1,575

1,591

27,684

29,275

5,953

23,322

1987
2011
35 years
Ste. Anne’s Court
Fredericton
NB

1,221

29,626

(3,561
)
1,056

26,230

27,286

2,304

24,982

2002
2014
35 years
Chateau De Champlain
St. John
NB

796

24,577

(2,588
)
699

22,086

22,785

2,024

20,761

2002
2014
35 years
Atria Merrywood
Charlotte
NC

1,678

36,892

2,391

1,724

39,237

40,961

8,450

32,511

1991
2011
35 years
Atria Southpoint
Durham
NC
16,272

2,130

25,920

661

2,135

26,576

28,711

3,742

24,969

2009
2013
35 years
Atria Oakridge
Raleigh
NC
15,093

1,482

28,838

591

1,514

29,397

30,911

4,159

26,752

2009
2013
35 years
Atria Cranford
Cranford
NJ
25,562

8,260

61,411

3,755

8,382

65,044

73,426

13,167

60,259

1993
2011
35 years
Atria Tinton Falls
Tinton Falls
NJ

6,580

13,258

1,160

6,593

14,405

20,998

3,703

17,295

1999
2011
35 years
Atria Sunlake
Las Vegas
NV

7

732

822

7

1,554

1,561

1,268

293

1998
2011
35 years
Atria Sutton
Las Vegas
NV


863

989

39

1,813

1,852

1,422

430

1998
2011
35 years

159


 
Location
 
Initial Cost to Company
 
Gross Amount Carried at Close of Period
 
 
 
 
 
 
Property Name
City
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Atria Seville
Las Vegas
NV


796

1,287

11

2,072

2,083

1,196

887

1999
2011
35 years
Atria Summit Ridge
Reno
NV

4

407

421

9

823

832

768

64

1997
2011
35 years
Atria Shaker
Albany
NY

1,520

29,667

1,056

1,626

30,617

32,243

6,061

26,182

1997
2011
35 years
Atria Crossgate
Albany
NY

1,080

20,599

948

1,100

21,527

22,627

4,441

18,186

1980
2011
35 years
Atria Woodlands
Ardsley
NY
45,991

7,660

65,581

2,105

7,693

67,653

75,346

13,060

62,286

2005
2011
35 years
Atria Bay Shore
Bay Shore
NY
15,275

4,440

31,983

1,421

4,448

33,396

37,844

6,697

31,147

1900
2011
35 years
Atria Briarcliff Manor
Briarcliff Manor
NY

6,560

33,885

1,726

6,613

35,558

42,171

7,358

34,813

1997
2011
35 years
Atria Riverdale
Bronx
NY

1,020

24,149

13,612

1,065

37,716

38,781

7,903

30,878

1999
2011
35 years
Atria Delmar Place
Delmar
NY

1,201

24,850

585

1,219

25,417

26,636

2,759

23,877

2004
2013
35 years
Atria East Northport
East Northport
NY

9,960

34,467

18,618

10,018

53,027

63,045

8,747

54,298

1996
2011
35 years
Atria Glen Cove
Glen Cove
NY

2,035

25,190

1,028

2,049

26,204

28,253

10,009

18,244

1997
2011
35 years
Atria Great Neck
Great Neck
NY

3,390

54,051

4,993

3,390

59,044

62,434

10,096

52,338

1998
2011
35 years
Atria Cutter Mill
Great Neck
NY
33,628

2,750

47,919

2,050

2,756

49,963

52,719

9,322

43,397

1999
2011
35 years
Atria Huntington
Huntington Station
NY

8,190

1,169

1,927

8,232

3,054

11,286

1,715

9,571

1987
2011
35 years
Atria Hertlin House
Lake Ronkonkoma
NY

7,886

16,391

1,465

7,886

17,856

25,742

2,911

22,831

2002
2012
35 years
Atria Lynbrook
Lynbrook
NY

3,145

5,489

914

3,172

6,376

9,548

2,054

7,494

1996
2011
35 years
Atria Tanglewood
Lynbrook
NY
24,575

4,120

37,348

845

4,145

38,168

42,313

7,179

35,134

2005
2011
35 years
Atria 86th Street
New York
NY

80

73,685

5,392

167

78,990

79,157

15,648

63,509

1998
2011
35 years
Atria on the Hudson
Ossining
NY

8,123

63,089

3,115

8,157

66,170

74,327

13,720

60,607

1972
2011
35 years
Atria Penfield
Penfield
NY

620

22,036

822

723

22,755

23,478

4,617

18,861

1972
2011
35 years
Atria Plainview
Plainview
NY
12,748

2,480

16,060

1,033

2,630

16,943

19,573

3,785

15,788

2000
2011
35 years
Atria Rye Brook
Port Chester
NY
42,312

9,660

74,936

1,499

9,716

76,379

86,095

14,357

71,738

2004
2011
35 years
Atria Kew Gardens
Queens
NY

3,051

66,013

8,034

3,074

74,024

77,098

13,332

63,766

1999
2011
35 years
Atria Forest Hills
Queens
NY

2,050

16,680

777

2,050

17,457

19,507

3,714

15,793

2001
2011
35 years
Atria Greece
Rochester
NY

410

14,967

945

639

15,683

16,322

3,324

12,998

1970
2011
35 years
Atria on Roslyn Harbor
Roslyn
NY
65,000

12,909

72,720

1,863

12,974

74,518

87,492

13,834

73,658

2006
2011
35 years
Atria Guilderland
Slingerlands
NY

1,170

22,414

454

1,171

22,867

24,038

4,487

19,551

1950
2011
35 years
Atria South Setauket
South Setauket
NY

8,450

14,534

1,397

8,832

15,549

24,381

4,680

19,701

1967
2011
35 years
The Court at Brooklin
Brooklin
ON

2,515

35,602

(4,263
)
2,197

31,657

33,854

2,655

31,199

2004
2014
35 years
Burlington Gardens
Burlington
ON

7,560

50,744

(7,312
)
6,542

44,450

50,992

3,616

47,376

2008
2014
35 years
The Court at Rushdale
Hamilton
ON

1,799

34,633

(4,155
)
1,557

30,720

32,277

2,591

29,686

2004
2014
35 years
Kingsdale Chateau
Kingston
ON

2,221

36,272

(4,373
)
1,924

32,196

34,120

2,715

31,405

2000
2014
35 years
Crystal View Lodge
Nepean
ON

1,587

37,243

(4,493
)
1,546

32,791

34,337

2,810

31,527

2000
2014
35 years
The Court at Barrhaven
Nepean
ON

1,778

33,922

(3,679
)
1,562

30,459

32,021

2,610

29,411

2004
2014
35 years
Stamford Estates
Niagara Falls
ON

1,414

29,439

(3,800
)
1,224

25,829

27,053

2,280

24,773

2005
2014
35 years
Sherbrooke Heights
Peterborough
ON

2,485

33,747

(3,642
)
2,154

30,436

32,590

2,618

29,972

2001
2014
35 years
Anchor Pointe
St. Catharines
ON

8,214

24,056

(3,910
)
7,108

21,252

28,360

2,094

26,266

2000
2014
35 years
The Court at Pringle Creek
Whitby
ON

2,965

39,206

(4,859
)
2,619

34,693

37,312

2,969

34,343

2002
2014
35 years

160


 
Location
 
Initial Cost to Company
 
Gross Amount Carried at Close of Period
 
 
 
 
 
 
Property Name
City
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Atria Bethlehem
Bethlehem
PA

2,479

22,870

766

2,492

23,623

26,115

5,065

21,050

CIP
CIP
CIP
Atria Center City
Philadelphia
PA
22,055

3,460

18,291

2,650

3,475

20,926

24,401

4,648

19,753

1964
2011
35 years
Atria Squire’s Ridge
Philadelphia
PA


1,877



1,877

1,877


1,877

1964
2011
35 years
Atria Woodbridge Place
Phoenixville
PA

1,510

19,130

881

1,510

20,011

21,521

4,200

17,321

1996
2011
35 years
Atria South Hills
Pittsburgh
PA

880

10,884

617

895

11,486

12,381

2,792

9,589

1998
2011
35 years
La Residence Steger
Saint-Laurent
QC

1,995

10,926

(1,021
)
1,764

10,136

11,900

1,191

10,709

1999
2014
35 years
Atria Bay Spring Village
Barrington
RI

2,000

33,400

2,240

2,076

35,564

37,640

7,831

29,809

2000
2011
35 years
Atria Harborhill Place
East Greenwich
RI

2,089

21,702

1,176

2,115

22,852

24,967

4,699

20,268

1835
2011
35 years
Atria Lincoln Place
Lincoln
RI

1,440

12,686

779

1,470

13,435

14,905

3,207

11,698

2000
2011
35 years
Atria Aquidneck Place
Portsmouth
RI

2,810

31,623

559

2,810

32,182

34,992

5,967

29,025

1999
2011
35 years
Atria Forest Lake
Columbia
SC

670

13,946

714

684

14,646

15,330

2,938

12,392

1999
2011
35 years
Primrose Chateau
Saskatoon
SK

2,611

32,729

(3,984
)
2,278

29,078

31,356

2,490

28,866

1996
2014
35 years
Mulberry Estates
Moose Jaw
SK

2,173

31,791

(3,891
)
1,965

28,108

30,073

2,458

27,615

2003
2014
35 years
Queen Victoria
Regina
SK

3,018

34,109

(4,063
)
2,611

30,453

33,064

2,555

30,509

2000
2014
35 years
Atria Weston Place
Knoxville
TN
9,352

793

7,961

1,016

967

8,803

9,770

2,149

7,621

1993
2011
35 years
Atria Village at Arboretum
Austin
TX

8,280

61,764

667

8,322

62,389

70,711

9,249

61,462

2009
2012
35 years
Atria Carrollton
Carrollton
TX
6,592

360

20,465

1,147

370

21,602

21,972

4,464

17,508

1998
2011
35 years
Atria Grapevine
Grapevine
TX

2,070

23,104

671

2,076

23,769

25,845

4,708

21,137

1999
2011
35 years
Atria Westchase
Houston
TX

2,318

22,278

884

2,322

23,158

25,480

4,733

20,747

1999
2011
35 years
Atria Cinco Ranch
Katy
TX

3,171

73,287

570

3,174

73,854

77,028

4,511

72,517

2010
2015
35 years
Atria Kingwood
Kingwood
TX

1,170

4,518

542

1,189

5,041

6,230

1,405

4,825

1998
2011
35 years
Atria at Hometown
North Richland Hills
TX

1,932

30,382

998

1,963

31,349

33,312

4,534

28,778

2007
2013
35 years
Atria Canyon Creek
Plano
TX

3,110

45,999

2,477

3,148

48,438

51,586

6,639

44,947

2009
2013
35 years
Atria Richardson
Richardson
TX

1,590

23,662

847

1,600

24,499

26,099

4,857

21,242

1998
2011
35 years
Atria Cypresswood
Spring
TX

880

9,192

956

897

10,131

11,028

2,147

8,881

1996
2011
35 years
Atria Sugar Land
Sugar Land
TX

970

17,542

774

980

18,306

19,286

3,695

15,591

1999
2011
35 years
Atria Copeland
Tyler
TX

1,879

17,901

759

1,886

18,653

20,539

3,941

16,598

1997
2011
35 years
Atria Willow Park
Tyler
TX

920

31,271

899

928

32,162

33,090

6,729

26,361

1985
2011
35 years
Atria Virginia Beach (Hilltop)
Virginia Beach
VA

1,749

33,004

639

1,754

33,638

35,392

6,829

28,563

1998
2011
35 years
Amberwood
Port Richey
FL

1,320



1,320


1,320


1,320

N/A
2011
N/A
Other Projects
 
 


2,419



2,419

2,419


2,419

CIP
CIP
35 years
TOTAL FOR ATRIA SENIORS HOUSING COMMUNITIES
 
 
607,603

533,579

4,911,325

239,854

535,879

5,148,879

5,684,758

896,737

4,788,021

 
 
 
OTHER SENIORS HOUSING COMMUNITIES
 
 
 
 
 
 
 
 
 

 
 

 
 
 
Elmcroft of Grayson Valley
Birmingham
AL

1,040

19,145

486

1,046

19,625

20,671

3,556

17,115

2000
2011
35 years
Elmcroft of Byrd Springs
Hunstville
AL

1,720

11,270

463

1,723

11,730

13,453

2,338

11,115

1999
2011
35 years
Elmcroft of Heritage Woods
Mobile
AL

1,020

10,241

489

1,020

10,730

11,750

2,161

9,589

2000
2011
35 years

161


 
Location
 
Initial Cost to Company
 
Gross Amount Carried at Close of Period
 
 
 
 
 
 
Property Name
City
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Elmcroft of Halcyon
Montgomery
AL

220

5,476


220

5,476

5,696

1,591

4,105

1999
2006
35 years
Rosewood Manor (AL)
Scottsboro
AL

680

4,038


680

4,038

4,718

729

3,989

1998
2011
35 years
West Shores
Hot Springs
AR

1,326

10,904

996

1,326

11,900

13,226

3,622

9,604

1988
2005
35 years
Elmcroft of Maumelle
Maumelle
AR

1,252

7,601


1,252

7,601

8,853

2,208

6,645

1997
2006
35 years
Elmcroft of Mountain Home
Mountain Home
AR

204

8,971


204

8,971

9,175

2,606

6,569

1997
2006
35 years
Elmcroft of Sherwood
Sherwood
AR

1,320

5,693


1,320

5,693

7,013

1,654

5,359

1997
2006
35 years
Chandler Memory Care Community
Chandler
AZ

2,910

8,882

184

3,094

8,882

11,976

1,628

10,348

2012
2012
35 years
Cottonwood Village
Cottonwood
AZ

1,200

15,124


1,200

15,124

16,324

4,997

11,327

1986
2005
35 years
Silver Creek Inn Memory Care Community
Gilbert
AZ

890

5,918


890

5,918

6,808

958

5,850

2012
2012
35 years
Prestige Assisted Living at Green Valley
Green Valley
AZ

1,227

13,977


1,227

13,977

15,204

975

14,229

1998
2014
35 years
Prestige Assisted Living at Lake Havasu City
Lake Havasu
AZ

594

14,792


594

14,792

15,386

1,025

14,361

1999
2014
35 years
Lakeview Terrace
Lake Havasu City
AZ

706

7,810


706

7,810

8,516

552

7,964

2009
2015
35 years
Arbor Rose
Mesa
AZ

1,100

11,880

2,434

1,100

14,314

15,414

3,521

11,893

1999
2011
35 years
The Stratford
Phoenix
AZ

1,931

33,576


1,931

33,576

35,507

2,333

33,174

2001
2014
35 years
Amber Creek Inn Memory Care
Scottsdale
AZ

2,310

6,322

677

2,185

7,124

9,309

289

9,020

1986
2011
35 years
Prestige Assisted Living at Sierra Vista
Sierra Vista
AZ

295

13,224


295

13,224

13,519

914

12,605

1999
2014
35 years
The Woodmark at Sun City
Sun City
NM

964

35,093

302

985

35,374

36,359

2,188

34,171

2000
2015
35 years
Elmcroft of Tempe
Tempe
AZ

1,090

12,942

855

1,090

13,797

14,887

2,664

12,223

1999
2011
35 years
Elmcroft of River Centre
Tucson
AZ

1,940

5,195

448

1,940

5,643

7,583

1,315

6,268

1999
2011
35 years
Sierra Ridge Memory Care
Auburn
CA

681

6,071


681

6,071

6,752

445

6,307

2011
2014
35 years
Careage Banning
Banning
CA

2,970

16,037


2,970

16,037

19,007

3,077

15,930

2004
2011
35 years
Las Villas Del Carlsbad
Carlsbad
CA

1,760

30,469


1,760

30,469

32,229

8,851

23,378

1987
2006
35 years
Prestige Assisted Living at Chico
Chico
CA

1,069

14,929


1,069

14,929

15,998

1,039

14,959

1998
2014
35 years
Villa Bonita
Chula Vista
CA

1,610

9,169


1,610

9,169

10,779

1,859

8,920

1989
2011
35 years
The Meadows Senior Living
Elk Grove
CA

1,308

19,667


1,308

19,667

20,975

1,417

19,558

2003
2014
35 years
Las Villas Del Norte
Escondido
CA

2,791

32,632


2,791

32,632

35,423

9,479

25,944

1986
2006
35 years
Alder Bay Assisted Living
Eureka
CA

1,170

5,228

(70
)
1,170

5,158

6,328

1,043

5,285

1997
2011
35 years
Elmcroft of La Mesa
La Mesa
CA

2,431

6,101


2,431

6,101

8,532

1,772

6,760

1997
2006
35 years
Grossmont Gardens
La Mesa
CA

9,104

59,349


9,104

59,349

68,453

17,240

51,213

1964
2006
35 years
Palms, The
La Mirada
CA

2,700

43,919


2,700

43,919

46,619

4,774

41,845

1990
2013
35 years
Prestige Assisted Living at Lancaster
Lancaster
CA

718

10,459


718

10,459

11,177

728

10,449

1999
2014
35 years
Prestige Assisted Living at Marysville
Marysville
CA

741

7,467


741

7,467

8,208

522

7,686

1999
2014
35 years

162


 
Location
 
Initial Cost to Company
 
Gross Amount Carried at Close of Period
 
 
 
 
 
 
Property Name
City
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Mountview Retirement Residence
Montrose
CA

1,089

15,449


1,089

15,449

16,538

4,488

12,050

1974
2006
35 years
Redwood Retirement
Napa
CA

2,798

12,639


2,798

12,639

15,437

1,404

14,033

1986
2013
35 years
Prestige Assisted Living at Oroville
Oroville
CA

638

8,079


638

8,079

8,717

563

8,154

1999
2014
35 years
Valencia Commons
Rancho Cucamonga
CA

1,439

36,363


1,439

36,363

37,802

3,941

33,861

2002
2013
35 years
Mission Hills
Rancho Mirage
CA

6,800

3,637


6,800

3,637

10,437

1,150

9,287

1999
2011
35 years
Shasta Estates
Redding
CA

1,180

23,463


1,180

23,463

24,643

2,547

22,096

2009
2013
35 years
The Vistas
Redding
CA

1,290

22,033


1,290

22,033

23,323

3,887

19,436

2007
2011
35 years
Elmcroft of Point Loma
San Diego
CA

2,117

6,865


2,117

6,865

8,982

1,994

6,988

1999
2006
35 years
Regency of Evergreen Valley
San Jose
CA

2,700

7,994


2,700

7,994

10,694

1,916

8,778

1998
2011
35 years
Villa del Obispo
San Juan Capistrano
CA

2,660

9,560

71

2,660

9,631

12,291

1,848

10,443

1985
2011
35 years
Villa Santa Barbara
Santa Barbara
CA

1,219

12,426

1,189

1,219

13,615

14,834

4,118

10,716

1977
2005
35 years
Skyline Place Senior Living
Sonora
CA

1,815

28,472


1,815

28,472

30,287

2,061

28,226

1996
2014
35 years
Oak Terrace Memory Care
Soulsbyville
CA

1,146

5,275


1,146

5,275

6,421

393

6,028

1999
2014
35 years
Eagle Lake Village
Susanville
CA

1,165

6,719


1,165

6,719

7,884

992

6,892

2006
2012
35 years
Bonaventure, The
Ventura
CA

5,294

32,747


5,294

32,747

38,041

3,609

34,432

2005
2013
35 years
Prestige Assisted Living at Visalia
Visalia
CA

1,300

8,378


1,300

8,378

9,678

590

9,088

1998
2014
35 years
Vista Village
Vista
CA

1,630

5,640

61

1,630

5,701

7,331

1,264

6,067

1980
2011
35 years
Rancho Vista
Vista
CA

6,730

21,828


6,730

21,828

28,558

6,341

22,217

1982
2006
35 years
Westminster Terrace
Westminster
CA

1,700

11,514

20

1,700

11,534

13,234

2,057

11,177

2001
2011
35 years
Highland Trail
Broomfield
CO

2,511

26,431


2,511

26,431

28,942

2,886

26,056

2009
2013
35 years
Caley Ridge
Englewood
CO

1,157

13,133


1,157

13,133

14,290

1,939

12,351

1999
2012
35 years
Garden Square at Westlake
Greeley
CO

630

8,211


630

8,211

8,841

1,524

7,317

1998
2011
35 years
Garden Square of Greeley
Greeley
CO

330

2,735


330

2,735

3,065

525

2,540

1995
2011
35 years
Lakewood Estates
Lakewood
CO

1,306

21,137


1,306

21,137

22,443

2,298

20,145

1988
2013
35 years
Sugar Valley Estates
Loveland
CO

1,255

21,837


1,255

21,837

23,092

2,373

20,719

2009
2013
35 years
Devonshire Acres
Sterling
CO

950

13,569

(2,922
)
965

10,632

11,597

1,947

9,650

1979
2011
35 years
Gardenside Terrace
Branford
CT

7,000

31,518


7,000

31,518

38,518

5,564

32,954

1999
2011
35 years
Hearth at Tuxis Pond
Madison
CT

1,610

44,322


1,610

44,322

45,932

7,459

38,473

2002
2011
35 years
White Oaks
Manchester
CT

2,584

34,507


2,584

34,507

37,091

3,758

33,333

2014
2015
40 years
Willows Care Home
Canford
ESX

4,695

6,983

(1,901
)
3,931

5,846

9,777

347

9,430

1986
2015
40 years
Cedars Care Home
Canford
ESX

2,649

4,925

(1,233
)
2,217

4,124

6,341

252

6,089

1999
2011
35 years
Hampton Manor Belleview
Belleview
FL

390

8,337


390

8,337

8,727

1,536

7,191

1988
2011
35 years
Sabal House
Cantonment
FL

430

5,902


430

5,902

6,332

1,061

5,271

1999
2011
35 years
Bristol Park of Coral Springs
Coral Springs
FL

3,280

11,877


3,280

11,877

15,157

2,257

12,900

1999
2011
35 years
Stanley House
Defuniak Springs
FL

410

5,659


410

5,659

6,069

1,018

5,051

1999
2011
35 years

163


 
Location
 
Initial Cost to Company
 
Gross Amount Carried at Close of Period
 
 
 
 
 
 
Property Name
City
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
The Peninsula
Hollywood
FL

3,660

9,122

62

3,660

9,184

12,844

1,991

10,853

1972
2011
35 years
Elmcroft of Timberlin Parc
Jacksonville
FL

455

5,905


455

5,905

6,360

1,715

4,645

1998
2006
35 years
Forsyth House
Milton
FL

610

6,503


610

6,503

7,113

1,156

5,957

1999
2011
35 years
Princeton Village of Largo
Largo
FL

1,718

10,438

116

1,718

10,554

12,272

871

11,401

1992
2015
35 years
Barrington Terrace of Fort Myers
Fort Myers
FL

2,105

18,190

244

2,110

18,429

20,539

1,390

19,149

2001
2015
35 years
Barrington Terrace of Naples
Naples
FL

2,596

18,716

328

2,606

19,034

21,640

1,464

20,176

2004
2015
35 years
The Carlisle Naples
Naples
FL

8,406

78,091


8,406

78,091

86,497

13,474

73,023

1998
2011
35 years
Naples ALZ Development
Naples
FL

2,983



2,983


2,983


2,983

CIP
CIP
 CIP
Hampton Manor at 24th Road
Ocala
FL

690

8,767


690

8,767

9,457

1,559

7,898

1996
2011
35 years
Hampton Manor at Deerwood
Ocala
FL

790

5,605

3,648

983

9,060

10,043

1,162

8,881

2005
2011
35 years
Las Palmas
Palm Coast
FL

984

30,009


984

30,009

30,993

3,249

27,744

2009
2013
35 years
Princeton Village of Palm Coast
Palm Coast
FL

1,958

24,525

11

1,958

24,536

26,494

1,692

24,802

2007
2015
35 years
Outlook Pointe at Pensacola
Pensacola
FL

2,230

2,362

152

2,230

2,514

4,744

693

4,051

1999
2011
35 years
Magnolia House
Quincy
FL

400

5,190


400

5,190

5,590

949

4,641

1999
2011
35 years
Outlook Pointe at Tallahassee
Tallahassee
FL

2,430

17,745

443

2,430

18,188

20,618

3,322

17,296

1999
2011
35 years
Magnolia Place
Tallahassee
FL

640

8,013

79

640

8,092

8,732

1,396

7,336

1999
2011
35 years
Bristol Park of Tamarac
Tamarac
FL

3,920

14,130


3,920

14,130

18,050

2,602

15,448

2000
2011
35 years
Elmcroft of Carrolwood
Tampa
FL

5,410

20,944

616

5,410

21,560

26,970

4,000

22,970

2001
2011
35 years
Arbor Terrace of Athens
Athens
GA

1,767

16,442

237

1,770

16,676

18,446

1,122

17,324

1998
2015
35 years
Arbor Terrace at Cascade
Atlanta
GA

3,052

9,040

236

3,057

9,271

12,328

910

11,418

1999
2015
35 years
Augusta Gardens
Augusta
GA

530

10,262

308

543

10,557

11,100

1,890

9,210

1997
2011
35 years
Benton House of Covington
Covington
GA
7,736

1,297

11,397

64

1,297

11,461

12,758

821

11,937

2009
2015
35 years
Arbor Terrace of Decatur
Decatur
GA
10,500

3,102

19,599

(1,639
)
1,292

19,770

21,062

1,321

19,741

1990
2015
35 years
Benton House of Douglasville
Douglasville
GA

1,697

15,542

16

1,697

15,558

17,255

1,094

16,161

2010
2015
35 years
Elmcroft of Martinez
Martinez
GA

408

6,764


408

6,764

7,172

1,836

5,336

1997
2007
35 years
Benton House of Newnan
Newnan
GA

1,474

17,487

76

1,474

17,563

19,037

1,196

17,841

2010
2015
35 years
Elmcroft of Roswell
Roswell
GA

1,867

15,835


1,867

15,835

17,702

1,062

16,640

1997
2014
35 years
Benton Village of Stockbridge
Stockbridge
GA

2,221

21,989

182

2,221

22,171

24,392

1,552

22,840

2008
2015
35 years
Benton House of Sugar Hill
Sugar Hill
GA

2,173

14,937

73

2,173

15,010

17,183

1,105

16,078

2010
2015
35 years
Mayflower Care Home
Northfleet
GS

4,330

7,519

(1,929
)
3,625

6,295

9,920

381

9,539

2012
2015
40 years
Villas of St. James - Breese
Breese
IL

671

6,849


671

6,849

7,520

560

6,960

2009
2015
35 years
Villas of Holly Brook - Chatham
Chatham
IL

1,185

8,910


1,185

8,910

10,095

749

9,346

2012
2015
35 years
Villas of Holly Brook - Effingham
Effingham
IL

508

6,624


508

6,624

7,132

526

6,606

2011
2015
35 years
Villas of Holly Brook - Herrin
Herrin
IL

2,175

9,605


2,175

9,605

11,780

930

10,850

2012
2015
35 years
Villas of Holly Brook - Marshall
Marshall
IL

1,461

4,881


1,461

4,881

6,342

550

5,792

2012
2015
35 years
Villas of Holly Brook
Newton
IL

458

4,590


458

4,590

5,048

405

4,643

2011
2015
35 years

164


 
Location
 
Initial Cost to Company
 
Gross Amount Carried at Close of Period
 
 
 
 
 
 
Property Name
City
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Wyndcrest Assisted Living
Rochester
IL

570

6,536

79

570

6,615

7,185

504

6,681

2005
2015
35 years
Villas of Holly Brook, Shelbyville
Shelbyville
IL

2,292

3,351


2,292

3,351

5,643

605

5,038

2011
2015
35 years
Georgetowne Place
Fort Wayne
IN

1,315

18,185

238

1,315

18,423

19,738

5,888

13,850

1987
2005
35 years
The Harrison
Indianapolis
IN

1,200

5,740


1,200

5,740

6,940

1,981

4,959

1985
2005
35 years
Elmcroft of Muncie
Muncie
IN

244

11,218


244

11,218

11,462

3,045

8,417

1998
2007
35 years
Wood Ridge
South Bend
IN

590

4,850

(35
)
590

4,815

5,405

922

4,483

1990
2011
35 years
Canford Healthcare Limited
Bexleyheath
KNT

5,042

7,525

(2,045
)
4,222

6,300

10,522

377

10,145

2007
2015
40 years
Canford Healthcare Limited
Maidstone
KNT

3,769

3,089

(1,116
)
3,155

2,587

5,742

244

5,498

2013
2015
40 years
Canford Healthcare Limited
Tunbridge Wells
KNT

4,323

5,869

(1,660
)
3,619

4,913

8,532

356

8,176

2010
2015
40 years
Elmcroft of Florence
Florence
KY

1,535

21,826


1,535

21,826

23,361

1,455

21,906

2010
2014
35 years
Hartland Hills
Lexington
KY

1,468

23,929


1,468

23,929

25,397

2,601

22,796

2001
2013
35 years
Elmcroft of Mount Washington
Mount Washington
KY

758

12,048


758

12,048

12,806

802

12,004

2005
2014
35 years
Heathlands Care Home
Chingford
LON

5,398

7,967

(2,176
)
4,519

6,670

11,189

408

10,781

1980
2015
40 years
Heritage Woods
Agawam
MA

1,249

4,625


1,249

4,625

5,874

2,266

3,608

1997
2004
30 years
Devonshire Estates
Lenox
MA

1,832

31,124


1,832

31,124

32,956

3,382

29,574

1998
2013
35 years
Outlook Pointe at Hagerstown
Hagerstown
MD

2,010

1,293

271

2,010

1,564

3,574

481

3,093

1999
2011
35 years
Clover Healthcare
Auburn
ME

1,400

26,895

876

1,400

27,771

29,171

5,108

24,063

1982
2011
35 years
Gorham House
Gorham
ME

1,360

33,147

1,472

1,527

34,452

35,979

5,809

30,170

1990
2011
35 years
Kittery Estates
Kittery
ME

1,531

30,811


1,531

30,811

32,342

3,344

28,998

2009
2013
35 years
Woods at Canco
Portland
ME

1,441

45,578


1,441

45,578

47,019

4,934

42,085

2000
2013
35 years
Sentry Hill
York Harbor
ME

3,490

19,869


3,490

19,869

23,359

3,479

19,880

2000
2011
35 years
Elmcroft of Downriver
Brownstown Charter Township
MI

320

32,652

429

371

33,030

33,401

5,678

27,723

2000
2011
35 years
Independence Village of East Lansing
East Lansing
MI

1,956

18,122

398

1,956

18,520

20,476

2,532

17,944

1989
2012
35 years
Elmcroft of Kentwood
Kentwood
MI

510

13,976

521

510

14,497

15,007

2,876

12,131

2001
2011
35 years
Primrose Austin
Austin
MN

2,540

11,707

443

2,540

12,150

14,690

2,002

12,688

2002
2011
35 years
Primrose Duluth
Duluth
MN

6,190

8,296

202

6,190

8,498

14,688

1,625

13,063

2003
2011
35 years
Primrose Mankato
Mankato
MN

1,860

8,920

223

1,860

9,143

11,003

1,670

9,333

1999
2011
35 years
Rose Arbor
Maple Grove
MN

1,140

12,421


1,140

12,421

13,561

5,165

8,396

2000
2006
35 years
Wildflower Lodge
Maple Grove
MN

504

5,035


504

5,035

5,539

2,098

3,441

1981
2006
35 years
Lodge at White Bear
White Bear Lake
MN

732

24,999


732

24,999

25,731

2,706

23,025

2002
2013
35 years
Assisted Living at the Meadowlands - O'Fallon
O'Fallon
MO

2,326

14,158


2,326

14,158

16,484

1,157

15,327

1999
2015
35 years
Canyon Creek Inn Memory Care
Billings
MT

420

11,217

7

420

11,224

11,644

1,877

9,767

2011
2011
35 years
Springs at Missoula
Missoula
MT
15,684

1,975

34,390


1,975

34,390

36,365

4,898

31,467

2004
2012
35 years
Carillon ALF of Asheboro
Asheboro
NC

680

15,370


680

15,370

16,050

2,667

13,383

1998
2011
35 years

165


 
Location
 
Initial Cost to Company
 
Gross Amount Carried at Close of Period
 
 
 
 
 
 
Property Name
City
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Arbor Terrace of Asheville
Asheville
NC
9,093

1,365

15,679

303

1,365

15,982

17,347

1,115

16,232

1998
2015
35 years
Elmcroft of Little Avenue
Charlotte
NC

250

5,077


250

5,077

5,327

1,475

3,852

1997
2006
35 years
Carillon ALF of Cramer Mt.
Cramerton
NC

530

18,225


530

18,225

18,755

3,189

15,566

1999
2011
35 years
Carillon ALF of Harrisburg
Harrisburg
NC

1,660

15,130


1,660

15,130

16,790

2,635

14,155

1997
2011
35 years
Carillon ALF of Hendersonville
Hendersonville
NC

2,210

7,372


2,210

7,372

9,582

1,449

8,133

2005
2011
35 years
Carillon ALF of Hillsborough
Hillsborough
NC

1,450

19,754


1,450

19,754

21,204

3,389

17,815

2005
2011
35 years
Willow Grove
Matthews
NC

763

27,544


763

27,544

28,307

2,980

25,327

2009
2013
35 years
Carillon ALF of Newton
Newton
NC

540

14,935


540

14,935

15,475

2,593

12,882

2000
2011
35 years
Independence Village of Olde Raleigh
Raleigh
NC

1,989

18,648


1,989

18,648

20,637

2,635

18,002

1991
2012
35 years
Elmcroft of Northridge
Raleigh
NC

184

3,592


184

3,592

3,776

1,043

2,733

1984
2006
35 years
Carillon ALF of Salisbury
Salisbury
NC

1,580

25,026


1,580

25,026

26,606

4,257

22,349

1999
2011
35 years
Carillon ALF of Shelby
Shelby
NC

660

15,471


660

15,471

16,131

2,694

13,437

2000
2011
35 years
Elmcroft of Southern Pines
Southern Pines
NC

1,196

10,766


1,196

10,766

11,962

2,076

9,886

1998
2010
35 years
Carillon ALF of Southport
Southport
NC

1,330

10,356


1,330

10,356

11,686

1,918

9,768

2005
2011
35 years
Primrose Bismarck
Bismarck
ND

1,210

9,768

130

1,210

9,898

11,108

1,731

9,377

1994
2011
35 years
Wellington ALF - Minot ND
Minot
ND

3,241

9,509


3,241

9,509

12,750

961

11,789

2005
2015
35 years
Crown Pointe
Omaha
NE

1,316

11,950


1,316

11,950

13,266

3,982

9,284

1985
2005
35 years
Birch Heights
Derry
NH

1,413

30,267


1,413

30,267

31,680

3,284

28,396

2009
2013
35 years
Bear Canyon Estates
Albuquerque
NM

1,879

36,223


1,879

36,223

38,102

3,932

34,170

1997
2013
35 years
The Woodmark at Uptown
Albuquerque
NM

2,439

33,276

203

2,445

33,473

35,918

2,237

33,681

2000
2015
35 years
Elmcroft of Quintessence
Albuquerque
NM

1,150

26,527

422

1,165

26,934

28,099

4,665

23,434

1998
2011
35 years
Prestige Assisted Living at Mira Loma
Henderson
NV

1,279

12,558


1,279

12,558

13,837

317

13,520

1998
2016
35 years
The Amberleigh
Buffalo
NY

3,498

19,097

5,059

3,498

24,156

27,654

6,529

21,125

1988
2005
35 years
Castle Gardens
Vestal
NY

1,830

20,312

2,230

1,885

22,487

24,372

4,793

19,579

1994
2011
35 years
Elmcroft of Lima
Lima
OH

490

3,368


490

3,368

3,858

978

2,880

1998
2006
35 years
Elmcroft of Ontario
Mansfield
OH

523

7,968


523

7,968

8,491

2,314

6,177

1998
2006
35 years
Elmcroft of Medina
Medina
OH

661

9,788


661

9,788

10,449

2,843

7,606

1999
2006
35 years
Elmcroft of Washington Township
Miamisburg
OH

1,235

12,611


1,235

12,611

13,846

3,663

10,183

1998
2006
35 years
Elmcroft of Sagamore Hills
Northfield
OH

980

12,604


980

12,604

13,584

3,661

9,923

2000
2006
35 years
Elmcroft of Lorain
Vermilion
OH

500

15,461

528

557

15,932

16,489

3,042

13,447

2000
2011
35 years
Gardens at Westlake - Westlake OH
Westlake
OH

2,401

20,640

65

2,401

20,705

23,106

1,537

21,569

1987
2015
35 years
Elmcroft of Xenia
Xenia
OH

653

2,801


653

2,801

3,454

814

2,640

1999
2006
35 years
Arbor House of Mustang
Mustang
OK

372

3,587


372

3,587

3,959

480

3,479

1999
2012
35 years
Arbor House of Norman
Norman
OK

444

7,525


444

7,525

7,969

1,001

6,968

2000
2012
35 years
Arbor House Reminisce Center
Norman
OK

438

3,028


438

3,028

3,466

407

3,059

2004
2012
35 years

166


 
Location
 
Initial Cost to Company
 
Gross Amount Carried at Close of Period
 
 
 
 
 
 
Property Name
City
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Arbor House of Midwest City
Oklahoma City
OK

544

9,133


544

9,133

9,677

1,215

8,462

2004
2012
25 years
Mansion at Waterford
Oklahoma City
OK

2,077

14,184


2,077

14,184

16,261

2,094

14,167

1999
2012
35 years
Meadowbrook Place
Baker City
OR

1,430

5,311


1,430

5,311

6,741

392

6,349

1965
2014
35 years
Edgewood Downs
Beaverton
OR

2,356

15,476


2,356

15,476

17,832

1,703

16,129

1978
2013
35 years
Princeton Village
Clackamas
OR
2,808

1,126

10,283

34

1,126

10,317

11,443

743

10,700

1999
2015
35 years
Bayside Terrace
Coos Bay
OR

498

2,795

590

498

3,385

3,883

323

3,560

2006
2015
35 years
Ocean Ridge
Coos Bay
OR

2,681

10,941

75

2,681

11,016

13,697

1,108

12,589

2006
2015
35 years
Avamere at Hillsboro
Hillsboro
OR

4,400

8,353

1,145

4,400

9,498

13,898

1,894

12,004

2000
2011
35 years
The Springs at Tanasbourne
Hillsboro
OR
34,002

4,689

55,035


4,689

55,035

59,724

7,766

51,958

2009
2013
35 years
Keizer River ALZ Facility
Keizer
OR

922

6,460

96

1,135

6,343

7,478

545

6,933

2012
2014
35 years
Pelican Pointe
Klamath Falls
OR
11,839

943

26,237

23

943

26,260

27,203

1,759

25,444

2011
2015
35 years
The Stafford
Lake Oswego
OR

1,800

16,122

180

1,806

16,296

18,102

3,002

15,100

2008
2011
35 years
The Springs at Clackamas Woods (ILF)
Milwaukie
OR
10,374

1,264

22,429


1,264

22,429

23,693

3,195

20,498

1999
2012
35 years
Clackamas Woods Assisted Living
Milwaukie
OR
5,550

681

12,077


681

12,077

12,758

1,721

11,037

1999
2012
35 years
Pheasant Pointe
Molalla
OR

904

7,433

6

904

7,439

8,343

579

7,764

1998
2015
35 years
Avamere at Newberg
Newberg
OR

1,320

4,664

485

1,320

5,149

6,469

1,106

5,363

1999
2011
35 years
Avamere Living at Berry Park
Oregon City
OR

1,910

4,249

2,224

1,910

6,473

8,383

1,399

6,984

1972
2011
35 years
McLoughlin Place Senior Living
Oregon City
OR

2,418

26,819


2,418

26,819

29,237

1,953

27,284

1997
2014
35 years
Avamere at Bethany
Portland
OR

3,150

16,740

95

3,150

16,835

19,985

3,076

16,909

2002
2011
35 years
Cedar Village
Salem
OR

868

12,652

159

868

12,811

13,679

885

12,794

1999
2015
35 years
Redwood Heights
Salem
OR

1,513

16,774

6

1,513

16,780

18,293

1,163

17,130

1999
2015
35 years
Avamere at Sandy
Sandy
OR

1,000

7,309

263

1,000

7,572

8,572

1,500

7,072

1999
2011
35 years
Suzanne Elise ALF
Seaside
OR

1,940

4,027

47

1,940

4,074

6,014

1,005

5,009

1998
2011
35 years
Necanicum Village
Seaside
OR

2,212

7,311

40

2,212

7,351

9,563

470

9,093

2001
2015
35 years
Avamere at Sherwood
Sherwood
OR

1,010

7,051

258

1,010

7,309

8,319

1,454

6,865

2000
2011
35 years
Chateau Gardens
Springfield
OR

1,550

4,197


1,550

4,197

5,747

751

4,996

1991
2011
35 years
Avamere at St Helens
St. Helens
OR

1,410

10,496

433

1,410

10,929

12,339

2,050

10,289

2000
2011
35 years
Flagstone Senior Living
The Dalles
OR

1,631

17,786


1,631

17,786

19,417

1,293

18,124

1991
2014
35 years
Elmcroft of Allison Park
Allison Park
PA

1,171

5,686


1,171

5,686

6,857

1,652

5,205

1986
2006
35 years
Elmcroft of Chippewa
Beaver Falls
PA

1,394

8,586


1,394

8,586

9,980

2,494

7,486

1998
2006
35 years
Elmcroft of Berwick
Berwick
PA

111

6,741


111

6,741

6,852

1,958

4,894

1998
2006
35 years
Outlook Pointe at Lakemont
Bridgeville
PA

1,660

12,624

203

1,660

12,827

14,487

2,408

12,079

1999
2011
35 years
Elmcroft of Dillsburg
Dillsburg
PA

432

7,797


432

7,797

8,229

2,265

5,964

1998
2006
35 years
Elmcroft of Altoona
Hollidaysburg
PA

331

4,729


331

4,729

5,060

1,374

3,686

1997
2006
35 years
Elmcroft of Lebanon
Lebanon
PA

240

7,336


240

7,336

7,576

2,131

5,445

1999
2006
35 years
Elmcroft of Lewisburg
Lewisburg
PA

232

5,666


232

5,666

5,898

1,646

4,252

1999
2006
35 years
Lehigh Commons
Macungie
PA

420

4,406

450

420

4,856

5,276

2,308

2,968

1997
2004
30 years

167


 
Location
 
Initial Cost to Company
 
Gross Amount Carried at Close of Period
 
 
 
 
 
 
Property Name
City
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Elmcroft of Loyalsock
Montoursville
PA

413

3,412


413

3,412

3,825

894

2,931

1999
2006
35 years
Highgate at Paoli Pointe
Paoli
PA

1,151

9,079


1,151

9,079

10,230

3,755

6,475

1997
2004
30 years
Elmcroft of Mid Valley
Peckville
PA

619

11,662


619

11,662

12,281

388

11,893

1998
2014
35 years
Sanatoga Court
Pottstown
PA

360

3,233


360

3,233

3,593

1,402

2,191

1997
2004
30 years
Berkshire Commons
Reading
PA

470

4,301


470

4,301

4,771

1,862

2,909

1997
2004
30 years
Mifflin Court
Reading
PA

689

4,265

351

689

4,616

5,305

1,728

3,577

1997
2004
35 years
Elmcroft of Reading
Reading
PA

638

4,942


638

4,942

5,580

1,294

4,286

1998
2006
35 years
Elmcroft of Reedsville
Reedsville
PA

189

5,170


189

5,170

5,359

1,354

4,005

1998
2006
35 years
Elmcroft of Saxonburg
Saxonburg
PA

770

5,949


770

5,949

6,719

1,558

5,161

1994
2006
35 years
Elmcroft of Shippensburg
Shippensburg
PA

203

7,634


203

7,634

7,837

1,999

5,838

1999
2006
35 years
Elmcroft of State College
State College
PA

320

7,407


320

7,407

7,727

1,940

5,787

1997
2006
35 years
Outlook Pointe at York
York
PA

1,260

6,923

85

1,260

7,008

8,268

1,092

7,176

1999
2011
35 years
Garden House of Anderson SC
Anderson
SC
7,871

969

15,613


969

15,613

16,582

510

16,072

2000
2015
35 years
Forest Pines
Columbia
SC

1,058

27,471


1,058

27,471

28,529

2,061

26,468

1998
2013
35 years
Elmcroft of Florence SC
Florence
SC

108

7,620


108

7,620

7,728

1,996

5,732

1998
2006
35 years
Primrose Aberdeen
Aberdeen
SD

850

659

72

850

731

1,581

231

1,350

1991
2011
35 years
Primrose Place
Aberdeen
SD

310

3,242

12

310

3,254

3,564

495

3,069

2000
2011
35 years
Primrose Rapid City
Rapid City
SD

860

8,722


860

8,722

9,582

1,322

8,260

1997
2011
35 years
Primrose Sioux Falls
Sioux Falls
SD

2,180

12,936

99

2,180

13,035

15,215

1,985

13,230

2002
2011
35 years
Ashridge Court
Bexhill-on-Sea
East Sussex

2,274

4,791


2,274

4,791

7,065

173

6,892

2010
2015
40 years
Inglewood Nursing Home
Eastbourne
East Sussex

1,908

3,021


1,908

3,021

4,929

126

4,803

2010
2015
40 years
Pentlow Nursing Home
Eastbourne
East Sussex

1,964

2,462


1,964

2,462

4,426

109

4,317

2007
2015
40 years
Outlook Pointe of Bristol
Bristol
TN

470

16,006

134

470

16,140

16,610

2,274

14,336

1999
2011
35 years
Elmcroft of Hamilton Place
Chattanooga
TN

87

4,248


87

4,248

4,335

1,112

3,223

1998
2006
35 years
Elmcroft of Shallowford
Chattanooga
TN

580

7,568

455

582

8,021

8,603

1,442

7,161

1999
2011
35 years
Elmcroft of Hendersonville
Hendersonville
TN

600

5,304


600

5,304

5,904

178

5,726

1999
2014
35 years
Regency House
Hixson
TN

140

6,611


140

6,611

6,751

982

5,769

2000
2011
35 years
Elmcroft of Jackson
Jackson
TN

768

16,840


768

16,840

17,608

559

17,049

1998
2014
35 years
Outlook Pointe at Johnson City
Johnson City
TN

590

10,043

222

590

10,265

10,855

1,472

9,383

1999
2011
35 years
Elmcroft of Kingsport
Kingsport
TN

22

7,815


22

7,815

7,837

2,047

5,790

2000
2006
35 years
Arbor Terrace of Knoxville
Knoxville
TN

590

15,862


590

15,862

16,452

527

15,925

1997
2015
35 years

168


 
Location
 
Initial Cost to Company
 
Gross Amount Carried at Close of Period
 
 
 
 
 
 
Property Name
City
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Elmcroft of Halls
Knoxville
TN

387

4,948


387

4,948

5,335

165

5,170

1998
2014
35 years
Elmcroft of West Knoxville
Knoxville
TN

439

10,697


439

10,697

11,136

2,802

8,334

2000
2006
35 years
Elmcroft of Lebanon
Lebanon
TN

180

7,086


180

7,086

7,266

1,856

5,410

2000
2006
35 years
Elmcroft of Bartlett
Memphis
TN

570

25,552

343

570

25,895

26,465

3,703

22,762

1999
2011
35 years
Kennington Place
Memphis
TN

1,820

4,748

815

1,820

5,563

7,383

1,276

6,107

1989
2011
35 years
Glenmary Senior Manor
Memphis
TN

510

5,860

224

510

6,084

6,594

1,245

5,349

1964
2011
35 years
Outlook Pointe at Murfreesboro
Murfreesboro
TN

940

8,030

259

940

8,289

9,229

1,233

7,996

1999
2011
35 years
Elmcroft of Brentwood
Nashville
TN

960

22,020

603

960

22,623

23,583

3,392

20,191

1998
2011
35 years
Elmcroft of Arlington
Arlington
TX

2,650

14,060

473

2,650

14,533

17,183

2,309

14,874

1998
2011
35 years
Meadowbrook ALZ
Arlington
TX

755

4,677

940

755

5,617

6,372

557

5,815

2012
2012
35 years
Elmcroft of Austin
Austin
TX

2,770

25,820

534

2,770

26,354

29,124

3,856

25,268

2000
2011
35 years
Elmcroft of Bedford
Bedford
TX

770

19,691

493

770

20,184

20,954

3,009

17,945

1999
2011
35 years
Highland Estates
Cedar Park
TX

1,679

28,943


1,679

28,943

30,622

2,177

28,445

2009
2013
35 years
Elmcroft of Rivershire
Conroe
TX

860

32,671

689

860

33,360

34,220

4,785

29,435

1997
2011
35 years
Flower Mound
Flower Mound
TX

900

5,512


900

5,512

6,412

831

5,581

1995
2011
35 years
Arbor House Granbury
Granbury
TX

390

8,186


390

8,186

8,576

816

7,760

2007
2012
35 years
Copperfield Estates
Houston
TX

1,216

21,135


1,216

21,135

22,351

1,590

20,761

2009
2013
35 years
Elmcroft of Braeswood
Houston
TX

3,970

15,919

626

3,970

16,545

20,515

2,586

17,929

1999
2011
35 years
Elmcroft of Cy-Fair
Houston
TX

1,580

21,801

419

1,593

22,207

23,800

3,250

20,550

1998
2011
35 years
Elmcroft of Irving
Irving
TX

1,620

18,755

455

1,620

19,210

20,830

2,874

17,956

1999
2011
35 years
Whitley Place
Keller
TX


5,100



5,100

5,100

1,154

3,946

1998
2008
35 years
Elmcroft of Lake Jackson
Lake Jackson
TX

710

14,765

417

710

15,182

15,892

2,318

13,574

1998
2011
35 years
Arbor House Lewisville
Lewisville
TX

824

10,308


824

10,308

11,132

1,031

10,101

2007
2012
35 years
Elmcroft of Vista Ridge
Lewisville
TX

6,280

10,548

(10,254
)
1,934

4,640

6,574

1,901

4,673

1998
2011
35 years
Polo Park Estates
Midland
TX

765

29,447


765

29,447

30,212

2,205

28,007

1996
2013
35 years
Arbor Hills Memory Care Community
Plano
TX

1,014

5,719


1,014

5,719

6,733

476

6,257

2013
2013
35 years
Arbor House of Rockwall
Rockwall
TX

1,537

12,883


1,537

12,883

14,420

1,296

13,124

2009
2012
35 years
Elmcroft of Windcrest
San Antonio
TX

920

13,011

526

920

13,537

14,457

2,176

12,281

1999
2011
35 years
Paradise Springs
Spring
TX

1,488

24,556


1,488

24,556

26,044

1,848

24,196

2008
2013
35 years
Arbor House of Temple
Temple
TX

473

6,750


473

6,750

7,223

675

6,548

2008
2012
35 years
Elmcroft of Cottonwood
Temple
TX

630

17,515

405

630

17,920

18,550

2,659

15,891

1997
2011
35 years
Elmcroft of Mainland
Texas City
TX

520

14,849

504

520

15,353

15,873

2,335

13,538

1996
2011
35 years
Elmcroft of Victoria
Victoria
TX

440

13,040

425

440

13,465

13,905

2,061

11,844

1997
2011
35 years

169


 
Location
 
Initial Cost to Company
 
Gross Amount Carried at Close of Period
 
 
 
 
 
 
Property Name
City
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Arbor House of Weatherford
Weatherford
TX

233

3,347


233

3,347

3,580

334

3,246

1994
2012
35 years
Elmcroft of Wharton
Wharton
TX

320

13,799

658

320

14,457

14,777

2,248

12,529

1996
2011
35 years
Mountain Ridge
South Ogden
UT
11,644

1,243

24,659


1,243

24,659

25,902

884

25,018

2001
2014
35 years
Elmcroft of Chesterfield
Richmond
VA

829

6,534


829

6,534

7,363

1,711

5,652

1999
2006
35 years
Pheasant Ridge
Roanoke
VA

1,813

9,027


1,813

9,027

10,840

1,037

9,803

1999
2012
35 years
Cascade Valley Senior Living
Arlington
WA

1,413

6,294


1,413

6,294

7,707

240

7,467

1995
2014
35 years
The Bellingham at Orchard
Bellingham
WA

3,383

17,553


3,383

17,553

20,936

543

20,393

1999
2015
35 years
Bay Pointe
Bremerton
WA

2,114

21,006


2,114

21,006

23,120

667

22,453

1999
2015
35 years
Cooks Hill Manor
Centralia
WA

520

6,144

21

520

6,165

6,685

996

5,689

1993
2011
35 years
Edmonds Landing
Edmonds
WA

4,273

27,852


4,273

27,852

32,125

815

31,310

2001
2015
35 years
Terrace at Beverly Lake
Everett
WA

1,515

12,520


1,515

12,520

14,035

380

13,655

1998
2015
35 years
The Sequoia
Olympia
WA

1,490

13,724

80

1,490

13,804

15,294

2,077

13,217

1995
2011
35 years
Bishop Place Senior Living
Pullman
WA

1,780

33,608


1,780

33,608

35,388

1,258

34,130

1998
2014
35 years
Willow Gardens
Puyallup
WA

1,959

35,492


1,959

35,492

37,451

2,669

34,782

1996
2013
35 years
Birchview
Sedro-Woolley
WA

210

14,145

95

210

14,240

14,450

1,957

12,493

1996
2011
35 years
Discovery Memory Care
Sequim
WA

320

10,544

45

320

10,589

10,909

1,534

9,375

1961
2011
35 years
The Village Retirement & Assisted Living
Tacoma
WA

2,200

5,938

90

2,200

6,028

8,228

1,193

7,035

1976
2011
35 years
Clearwater Springs
Vancouver
WA

1,269

9,840


1,269

9,840

11,109

369

10,740

2003
2015
35 years
Matthews of Appleton I
Appleton
WI

130

1,834

(41
)
130

1,793

1,923

291

1,632

1996
2011
35 years
Matthews of Appleton II
Appleton
WI

140

2,016

100

140

2,116

2,256

316

1,940

1997
2011
35 years
Hunters Ridge
Beaver Dam
WI

260

2,380


260

2,380

2,640

372

2,268

1998
2011
35 years
Harbor House Beloit
Beloit
WI

150

4,356

411

191

4,726

4,917

628

4,289

1990
2011
35 years
Harbor House Clinton
Clinton
WI

290

4,390


290

4,390

4,680

626

4,054

1991
2011
35 years
Creekside
Cudahy
WI

760

1,693


760

1,693

2,453

288

2,165

2001
2011
35 years
Harbor House Eau Claire
Eau Claire
WI

210

6,259


210

6,259

6,469

870

5,599

1996
2011
35 years
Chapel Valley
Fitchburg
WI

450

2,372


450

2,372

2,822

375

2,447

1998
2011
35 years
Matthews of Milwaukee II
Fox Point
WI

1,810

943

37

1,820

970

2,790

218

2,572

1999
2011
35 years
Laurel Oaks
Glendale
WI

2,390

43,587

594

2,390

44,181

46,571

6,199

40,372

1988
2011
35 years
Layton Terrace
Greenfield
WI
6,845

3,490

39,201


3,490

39,201

42,691

5,690

37,001

1999
2011
35 years
Matthews of Hartland
Hartland
WI

640

1,663

43

652

1,694

2,346

322

2,024

1985
2011
35 years
Matthews of Horicon
Horicon
WI

340

3,327

(95
)
345

3,227

3,572

564

3,008

2002
2011
35 years
Jefferson
Jefferson
WI

330

2,384


330

2,384

2,714

372

2,342

1997
2011
35 years

170


 
Location
 
Initial Cost to Company
 
Gross Amount Carried at Close of Period
 
 
 
 
 
 
Property Name
City
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Harbor House Kenosha
Kenosha
WI

710

3,254

2,793

1,156

5,601

6,757

531

6,226

1996
2011
35 years
Harbor House Manitowoc
Manitowoc
WI

140

1,520


140

1,520

1,660

229

1,431

1997
2011
35 years
Adare II
Menasha
WI

110

537

20

110

557

667

110

557

1994
2011
35 years
Adare IV
Menasha
WI

110

537

5

110

542

652

104

548

1994
2011
35 years
Adare III
Menasha
WI

90

557

5

90

562

652

111

541

1993
2011
35 years
Adare I
Menasha
WI

90

557

5

90

562

652

106

546

1993
2011
35 years
The Arboretum
Menomonee Falls
WI

5,640

49,083

583

5,640

49,666

55,306

7,389

47,917

1989
2011
35 years
Matthews of Milwaukee I
Milwaukee
WI

1,800

935

119

1,800

1,054

2,854

222

2,632

1999
2011
35 years
Hart Park Square
Milwaukee
WI
6,600

1,900

21,628


1,900

21,628

23,528

3,160

20,368

2005
2011
35 years
Harbor House Monroe
Monroe
WI

490

4,964


490

4,964

5,454

719

4,735

1990
2011
35 years
Matthews of Neenah I
Neenah
WI

710

1,157

64

713

1,218

1,931

240

1,691

2006
2011
35 years
Matthews of Neenah II
Neenah
WI

720

2,339

(50
)
720

2,289

3,009

403

2,606

2007
2011
35 years
Matthews of Irish Road
Neenah
WI

320

1,036

87

320

1,123

1,443

227

1,216

2001
2011
35 years
Matthews of Oak Creek
Oak Creek
WI

800

2,167

(2
)
812

2,153

2,965

360

2,605

1997
2011
35 years
Azura Memory Care of Oak Creek
Oak Creek
WI

300

897


300

897

1,197


1,197

CIP
CIP
CIP
Harbor House Oconomowoc
Oconomowoc
WI

400

1,596


400

1,596

1,996


1,996

2016
2015
35 years
Wilkinson Woods of Oconomowoc
Oconomowoc
WI

1,100

12,436


1,100

12,436

13,536

1,794

11,742

1992
2011
35 years
Harbor House Oshkosh
Oshkosh
WI

190

949


190

949

1,139

188

951

1993
2011
35 years
Matthews of Pewaukee
Waukesha
WI

1,180

4,124

206

1,197

4,313

5,510

741

4,769

2001
2011
35 years
Harbor House Sheboygan
Sheboygan
WI

1,060

6,208


1,060

6,208

7,268

879

6,389

1995
2011
35 years
Matthews of St. Francis I
St. Francis
WI

1,370

1,428

(113
)
1,389

1,296

2,685

260

2,425

2000
2011
35 years
Matthews of St. Francis II
St. Francis
WI

1,370

1,666

15

1,377

1,674

3,051

297

2,754

2000
2011
35 years
Howard Village of St. Francis
St. Francis
WI
4,800

2,320

17,232


2,320

17,232

19,552

2,576

16,976

2001
2011
35 years
Harbor House Stoughton
Stoughton
WI

450

3,191


450

3,191

3,641

500

3,141

1992
2011
35 years
Oak Hill Terrace
Waukesha
WI
4,835

2,040

40,298


2,040

40,298

42,338

5,864

36,474

1985
2011
35 years
Harbor House Rib Mountain
Wausau
WI

350

3,413


350

3,413

3,763

500

3,263

1997
2011
35 years
Library Square
West Allis
WI
5,150

1,160

23,714


1,160

23,714

24,874

3,455

21,419

1996
2011
35 years
Matthews of Wrightstown
Wrightstown
WI

140

376

12

140

388

528

110

418

1999
2011
35 years
Outlook Pointe at Teays Valley
Hurricane
WV

1,950

14,489

106

1,950

14,595

16,545

2,049

14,496

1999
2011
35 years

171


 
Location
 
Initial Cost to Company
 
Gross Amount Carried at Close of Period
 
 
 
 
 
 
Property Name
City
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Elmcroft of Martinsburg
Martinsburg
WV

248

8,320


248

8,320

8,568

2,179

6,389

1999
2006
35 years
Garden Square Assisted Living of Casper
Casper
WY

355

3,197


355

3,197

3,552

428

3,124

1996
2011
35 years
Whispering Chase
Cheyenne
WY

1,800

20,354


1,800

20,354

22,154

1,537

20,617

2008
2013
35 years
TOTAL FOR OTHER SENIORS HOUSING COMMUNITIES
 
 
151,722

498,781

4,419,361

33,810

488,490

4,463,462

4,951,952

700,909

4,251,043

 
 
 
TOTAL FOR SENIORS HOUSING COMMUNITIES
 
 
1,116,295

1,468,809

13,666,207

410,048

1,459,731

14,085,333

15,545,064

2,943,102

12,601,962

 
 
 
MEDICAL OFFICE BUILDINGS
 
 
 

 

 

 

 

 

 

 

 

 
 
 
St. Vincent's Medical Center East #46
Birmingham
AL


25,298

3,892


29,190

29,190

6,094

23,096

2005
2010
35 years
St. Vincent's Medical Center East #48
Birmingham
AL


12,698

418


13,116

13,116

2,801

10,315

1989
2010
35 years
St. Vincent's Medical Center East #52
Birmingham
AL


7,608

1,064


8,672

8,672

2,213

6,459

1985
2010
35 years
Crestwood Medical Pavilion
Huntsville
AL
4,134

625

16,178

76

625

16,254

16,879

2,626

14,253

1994
2011
35 years
Davita Dialysis - Marked Tree
Marked Tree
AR

179

1,580


179

1,580

1,759

60

1,699

2009
2015
35 years
West Valley Medical Center
Buckeye
AZ

3,348

5,233


3,348

5,233

8,581

243

8,338

2011
2015
31 years
Canyon Springs Medical Plaza
Gilbert
AZ
15,322


27,497

66


27,563

27,563

3,941

23,622

2007
2012
35 years
Mercy Gilbert Medical Plaza
Gilbert
AZ
7,620

720

11,277

559

720

11,836

12,556

2,207

10,349

2007
2011
35 years
Thunderbird Paseo Medical Plaza
Glendale
AZ


12,904

615

20

13,499

13,519

1,929

11,590

1997
2011
35 years
Thunderbird Paseo Medical Plaza II
Glendale
AZ


8,100

472

20

8,552

8,572

1,320

7,252

2001
2011
35 years
Desert Medical Pavilion
Mesa
AZ


32,768

129


32,897

32,897

2,905

29,992

2003
2013
35 years
Desert Samaritan Medical Building I
Mesa
AZ


11,923

516


12,439

12,439

1,758

10,681

1977
2011
35 years
Desert Samaritan Medical Building II
Mesa
AZ


7,395

101


7,496

7,496

1,179

6,317

1980
2011
35 years
Desert Samaritan Medical Building III
Mesa
AZ


13,665

1,043


14,708

14,708

2,093

12,615

1986
2011
35 years
Deer Valley Medical Office Building II
Phoenix
AZ
12,919


22,663

589

14

23,238

23,252

3,323

19,929

2002
2011
35 years
Deer Valley Medical Office Building III
Phoenix
AZ
10,649


19,521

30

12

19,539

19,551

2,813

16,738

2009
2011
35 years
Papago Medical Park
Phoenix
AZ


12,172

826


12,998

12,998

2,070

10,928

1989
2011
35 years

172


 
Location
 
Initial Cost to Company
 
Gross Amount Carried at Close of Period
 
 
 
 
 
 
Property Name
City
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
North Valley Orthopedic Surgery Center
Phoenix
AZ

2,800

10,150


2,800

10,150

12,950

354

12,596

2006
2015
35 years
Burbank Medical Plaza
Burbank
CA

1,241

23,322

1,037

1,241

24,359

25,600

4,242

21,358

2004
2011
35 years
Burbank Medical Plaza II
Burbank
CA
34,380

491

45,641

482

491

46,123

46,614

6,767

39,847

2008
2011
35 years
Eden Medical Plaza
Castro Valley
CA

258

2,455

315

258

2,770

3,028

758

2,270

1998
2011
25 years
Sutter Medical Center
San Diego
CA


25,088

1,382


26,470

26,459

2,301

24,158

2012
2012
35 years
United Healthcare - Cypress
Cypress
CA

12,883

38,309


12,883

38,309

51,192

1,701

49,491

1985
2015
29 years
NorthBay Corporate Headquarters
Fairfield
CA


19,187



19,187

19,187

1,837

17,350

2008
2012
35 years
Gateway Medical Plaza
Fairfield
CA


12,872

47


12,919

12,919

1,230

11,689

1986
2012
35 years
Solano NorthBay Health Plaza
Fairfield
CA


8,880

22


8,902

8,902

843

8,059

1990
2012
35 years
NorthBay Healthcare MOB
Fairfield
CA


8,507

2,280


10,787

10,787

997

9,790

2014
2013
35 years
UC Davis Medical
Folsom
CA

1,873

10,156


1,873

10,156

12,029

385

11,644

1995
2015
35 years
Verdugo Hills Professional Bldg I
Glendale
CA

6,683

9,589

849

6,683

10,438

17,121

2,305

14,816

1972
2012
23 years
Verdugo Hills Professional Bldg II
Glendale
CA

4,464

3,731

1,839

4,464

5,570

10,034

1,270

8,764

1987
2012
19 years
Grossmont Medical Terrace
La Mesa
CA

88

14,192


88

14,192

14,280

2,346

11,934

2008
2016
35 years
St. Francis Lynwood Medical
Lynwood
CA

688

8,385

1,272

688

9,657

10,345

2,346

7,999

1993
2011
32 years
PMB Mission Hills
Mission Hills
CA

15,468

30,116

4,729

15,468

34,845

50,313

3,095

47,218

2012
2012
35 years
PDP Mission Viejo
Mission Viejo
CA
57,439

1,916

77,022

665

1,916

77,687

79,603

11,775

67,828

2007
2011
35 years
PDP Orange
Orange
CA
45,723

1,752

61,647

335

1,761

61,973

63,734

9,680

54,054

2008
2011
35 years
NHP/PMB Pasadena
Pasadena
CA

3,138

83,412

9,026

3,138

92,438

95,576

16,041

79,535

2009
2011
35 years
Western University of Health Sciences Medical Pavilion
Pomona
CA

91

31,523


91

31,523

31,614

4,532

27,082

2009
2011
35 years
Pomerado Outpatient Pavilion
Poway
CA

3,233

71,435

2,964

3,233

74,399

77,632

12,439

65,193

2007
2011
35 years
Sutter Van Ness
San Francisco
CA


18,334



18,334

18,334

2,301

16,033

2012
2012
35 years
San Gabriel Valley Medical
San Gabriel
CA

914

5,510

671

914

6,181

7,095

1,467

5,628

2004
2011
35 years
Santa Clarita Valley Medical
Santa Clarita
CA
22,642

9,708

20,020

592

9,726

20,594

30,320

3,496

26,824

2005
2011
35 years
Kenneth E Watts Medical Plaza
Torrance
CA

262

6,945

1,915

291

8,831

9,122

2,095

7,027

1989
2011
23 years
Vaca Valley Health Plaza
Vacaville
CA


9,634

18


9,652

9,652

912

8,740

1988
2012
35 years
Potomac Medical Plaza
Aurora
CO

2,401

9,118

2,650

2,530

11,639

14,169

4,720

9,449

1986
2007
35 years
Briargate Medical Campus
Colorado Springs
CO

1,238

12,301

358

1,244

12,653

13,897

3,987

9,910

2002
2007
35 years
Printers Park Medical Plaza
Colorado Springs
CO

2,641

47,507

1,634

2,641

49,141

51,782

15,033

36,749

1999
2007
35 years
Green Valley Ranch MOB
Denver
CO
5,646


12,139

263

235

12,167

12,402

1,110

11,292

2007
2012
35 years
Community Physicians Pavilion
Lafayette
CO


10,436

1,729


12,165

12,165

2,517

9,648

2004
2010
35 years
Exempla Good Samaritan Medical Center
Lafayette
CO


4,393

(75
)

4,318

4,318

257

4,061

2013
2013
35 years
Dakota Ridge
Littleton
CO

2,540

12,901

55

2,540

12,956

15,496

458

15,038

2007
2015
35 years
Avista Two Medical Plaza
Louisville
CO


17,330

1,793


19,123

19,123

4,813

14,310

2003
2009
35 years

173


 
Location
 
Initial Cost to Company
 
Gross Amount Carried at Close of Period
 
 
 
 
 
 
Property Name
City
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
The Sierra Medical Building
Parker
CO

1,444

14,059

3,070

1,492

17,081

18,573

4,969

13,604

2009
2009
35 years
Crown Point Healthcare Plaza
Parker
CO

852

5,210

7

852

5,217

6,069

477

5,592

2008
2013
35 years
Lutheran Medical Office Building II
Wheat Ridge
CO


2,655

1,117


3,772

3,772

984

2,788

1976
2010
35 years
Lutheran Medical Office Building IV
Wheat Ridge
CO


7,266

1,514


8,780

8,780

1,827

6,953

1991
2010
35 years
Lutheran Medical Office Building III
Wheat Ridge
CO


11,947

163


12,110

12,110

2,576

9,534

2004
2010
35 years
DePaul Professional Office Building
Washington
DC


6,424

2,084


8,508

8,508

2,540

5,968

1987
2010
35 years
Providence Medical Office Building
Washington
DC


2,473

665


3,138

3,138

1,081

2,057

1975
2010
35 years
RTS Arcadia
Arcadia
FL

345

2,884


345

2,884

3,229

533

2,696

1993
2011
30 years
Aventura Medical Plaza
Aventura
FL

401

3,338

13

401

3,351

3,752

256

3,496

1996
2015
26 years
RTS Cape Coral
Cape Coral
FL

368

5,448


368

5,448

5,816

851

4,965

1984
2011
34 years
RTS Englewood
Englewood
FL

1,071

3,516


1,071

3,516

4,587

589

3,998

1992
2011
35 years
RTS Ft. Myers
Fort Myers
FL

1,153

4,127


1,153

4,127

5,280

773

4,507

1989
2011
31 years
RTS Key West
Key West
FL

486

4,380


486

4,380

4,866

609

4,257

1987
2011
35 years
JFK Medical Plaza
Lake Worth
FL

453

1,711

151

453

1,862

2,315

691

1,624

1999
2004
35 years
East Pointe Medical Plaza
Leigh Acres
FL
5,260

327

11,816


327

11,816

12,143

380

11,763

1994
2015
35 years
Palms West Building 6
Loxahatchee
FL

965

2,678

116

965

2,794

3,759

909

2,850

2000
2004
35 years
Bay Medical Plaza
Lynn Haven
FL
9,579

4,215

15,041


4,215

15,041

19,256

557

18,699

2003
2015
35 years
Aventura Heart & Health
Miami
FL
15,362


25,361

2,965


28,326

28,326

9,914

18,412

2006
2007
35 years
RTS Naples
Naples
FL

1,152

3,726


1,152

3,726

4,878

589

4,289

1999
2011
35 years
Bay Medical Center
Panama City
FL
9,321

82

17,400


82

17,400

17,482

559

16,923

1987
2015
35 years
Woodlands Center for Specialized Med
Pensacola
FL
14,508

2,518

24,006

29

2,518

24,035

26,553

3,513

23,040

2009
2012
35 years
RTS Pt. Charlotte
Pt Charlotte
FL

966

4,581


966

4,581

5,547

760

4,787

1985
2011
34 years
RTS Sarasota
Sarasota
FL

1,914

3,889


1,914

3,889

5,803

680

5,123

1996
2011
35 years
Capital Regional MOB I
Tallahassee
FL

590

8,773


590

8,773

9,363

251

9,112

1998
2015
35 years
University Medical Office Building
Tamarac
FL


6,690

392

5

7,077

7,082

2,316

4,766

2006
2007
35 years
RTS Venice
Venice
FL

1,536

4,104


1,536

4,104

5,640

690

4,950

1997
2011
35 years
Athens Medical Complex
Athens
GA

2,826

18,339

6

2,826

18,345

21,171

625

20,546

2011
2015
35 years
Doctors Center at St. Joseph’s Hospital
Atlanta
GA

545

80,152

2,558

545

82,710

83,255

740

82,515

1978
2015
20 years
Augusta POB I
Augusta
GA

233

7,894

927

233

8,821

9,054

2,971

6,083

1978
2012
14 years
Augusta POB II
Augusta
GA

735

13,717

260

735

13,977

14,712

3,446

11,266

1987
2012
23 years
Augusta POB III
Augusta
GA

535

3,857

316

535

4,173

4,708

1,192

3,516

1994
2012
22 years
Augusta POB IV
Augusta
GA

675

2,182

886

675

3,068

3,743

942

2,801

1995
2012
23 years
Cobb Physicians Center
Austell
GA

1,145

16,805

1,096

1,145

17,901

19,046

3,691

15,355

1992
2011
35 years
Summit Professional Plaza I
Brunswick
GA
5,096

1,821

2,974

107

1,821

3,081

4,902

2,669

2,233

2004
2012
31 years

174


 
Location
 
Initial Cost to Company
 
Gross Amount Carried at Close of Period
 
 
 
 
 
 
Property Name
City
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Summit Professional Plaza II
Brunswick
GA
10,829

981

13,818

32

981

13,850

14,831

2,378

12,453

1998
2012
35 years
Fayette MOB
Fayetteville
GA

895

20,669

178

895

20,847

21,742

672

21,070

2004
2015
35 years
Northside East Cobb - 1121
Marietta
GA

5,495

16,028

127

5,540

16,110

21,650

590

21,060

1991
2015
35 years
PAPP Clinic
Newnan
GA

2,167

5,477

68

2,167

5,545

7,712

253

7,459

1994
2015
30 years
Parkway Physicians Center
Ringgold
GA

476

10,017

661

476

10,678

11,154

2,047

9,107

2004
2011
35 years
Riverdale MOB
Riverdale
GA

1,025

9,783


1,025

9,783

10,808

365

10,443

2005
2015
35 years
Rush Copley POB I
Aurora
IL

120

27,882

84

120

27,966

28,086

907

27,179

1996
2015
34 years
Rush Copley POB II
Aurora
IL

49

27,217

267

49

27,484

27,533

859

26,674

2009
2015
35 years
Good Shepherd Physician Office Building I
Barrington
IL

152

3,224

207

152

3,431

3,583

274

3,309

1979
2013
35 years
Good Shepherd Physician Office Building II
Barrington
IL

512

12,977

373

512

13,350

13,862

1,129

12,733

1996
2013
35 years
Trinity Hospital Physician Office Building
Chicago
IL

139

3,329

432

139

3,761

3,900

328

3,572

1971
2013
35 years
Advocate Beverly Center
Chicago
IL

2,227

10,140

67

2,231

10,203

12,434

495

11,939

1986
2015
25 years
Crystal Lakes Medical Arts
Crystal Lake
IL

2,490

19,504

33

2,523

19,504

22,027

702

21,325

2007
2015
35 years
Advocate Good Shepard
Crystal Lake
IL

2,444

10,953

5

2,444

10,958

13,402

456

12,946

2008
2015
33 years
Physicians Plaza East
Decatur
IL


791

696


1,487

1,487

596

891

1976
2010
35 years
Physicians Plaza West
Decatur
IL


1,943

544


2,487

2,487

760

1,727

1987
2010
35 years
Kenwood Medical Center
Decatur
IL


3,900

2,957


6,857

6,857

1,252

5,605

1996
2010
35 years
304 W Hay Building
Decatur
IL


8,702

337


9,039

9,039

2,115

6,924

2002
2010
35 years
302 W Hay Building
Decatur
IL


3,467

388


3,855

3,855

1,147

2,708

1993
2010
35 years
ENTA
Decatur
IL


1,150



1,150

1,150

304

846

1996
2010
35 years
301 W Hay Building
Decatur
IL


640



640

640

234

406

1980
2010
35 years
South Shore Medical Building
Decatur
IL

902

129


902

129

1,031

145

886

1991
2010
35 years
SIU Family Practice
Decatur
IL


1,689

1,381


3,070

3,070

457

2,613

1997
2010
35 years
Corporate Health Services
Decatur
IL

934

1,386


934

1,386

2,320

450

1,870

1996
2010
35 years
Rock Springs Medical
Decatur
IL

399

495


399

495

894

171

723

1990
2010
35 years
575 W Hay Building
Decatur
IL

111

739


111

739

850

215

635

1984
2010
35 years
Good Samaritan Physician Office Building I
Downers Grove
IL

407

10,337

419

407

10,756

11,163

886

10,277

1976
2013
35 years
Good Samaritan Physician Office Building II
Downers Grove
IL

1,013

25,370

527

1,013

25,897

26,910

2,133

24,777

1995
2013
35 years
Eberle Medical Office Building ("Eberle MOB")
Elk Grove Village
IL


16,315

287


16,602

16,602

5,453

11,149

2005
2009
35 years
1425 Hunt Club Road MOB
Gurnee
IL

249

1,452

90

249

1,542

1,791

419

1,372

2005
2011
34 years
1445 Hunt Club Drive
Gurnee
IL

216

1,405

353

216

1,758

1,974

588

1,386

2002
2011
31 years
Gurnee Imaging Center
Gurnee
IL

82

2,731


82

2,731

2,813

453

2,360

2002
2011
35 years
Gurnee Center Club
Gurnee
IL

627

17,851


627

17,851

18,478

3,113

15,365

2001
2011
35 years
South Suburban Hospital Physician Office Building
Hazel Crest
IL

191

4,370

165

191

4,535

4,726

427

4,299

1989
2013
35 years

175


 
Location
 
Initial Cost to Company
 
Gross Amount Carried at Close of Period
 
 
 
 
 
 
Property Name
City
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Doctors Office Building III ("DOB III")
Hoffman Estates
IL


24,550

140


24,690

24,690

7,117

17,573

2005
2009
35 years
755 Milwaukee MOB
Libertyville
IL

421

3,716

1,248

630

4,755

5,385

1,822

3,563

1990
2011
18 years
890 Professional MOB
Libertyville
IL

214

2,630

194

214

2,824

3,038

707

2,331

1980
2011
26 years
Libertyville Center Club
Libertyville
IL

1,020

17,176


1,020

17,176

18,196

3,077

15,119

1988
2011
35 years
Christ Medical Center Physician Office Building
Oak Lawn
IL

658

16,421

634

658

17,055

17,713

1,374

16,339

1986
2013
35 years
Methodist North MOB
Peoria
IL

1,025

29,493


1,025

29,493

30,518

964

29,554

2010
2015
35 years
Davita Dialysis - Rockford
Rockford
IL

256

2,543


256

2,543

2,799

98

2,701

2009
2015
35 years
Round Lake ACC
Round Lake
IL

758

370

378

799

707

1,506

373

1,133

1984
2011
13 years
Vernon Hills Acute Care Center
Vernon Hills
IL

3,376

694

252

3,413

909

4,322

469

3,853

1986
2011
15 years
Wilbur S. Roby Building
Anderson
IN


2,653

875


3,528

3,528

971

2,557

1992
2010
35 years
Ambulatory Services Building
Anderson
IN


4,266

1,371


5,637

5,637

1,664

3,973

1995
2010
35 years
St. John's Medical Arts Building
Anderson
IN


2,281

835


3,116

3,116

823

2,293

1973
2010
35 years
Carmel I
Carmel
IN

466

5,954

258

466

6,212

6,678

1,149

5,529

1985
2012
30 years
Carmel II
Carmel
IN

455

5,976

597

455

6,573

7,028

1,042

5,986

1989
2012
33 years
Carmel III
Carmel
IN

422

6,194

424

422

6,618

7,040

960

6,080

2001
2012
35 years
Elkhart
Elkhart
IN

1,256

1,973


1,256

1,973

3,229

769

2,460

1994
2011
32 years
Lutheran Medical Arts
Fort Wayne
IN

702

13,576

30

702

13,606

14,308

469

13,839

2000
2015
35 years
Dupont Road MOB
Fort Wayne
IN

633

13,479

39

633

13,518

14,151

501

13,650

2001
2015
35 years
Harcourt Professional Office Building
Indianapolis
IN

519

28,951

1,527

519

30,478

30,997

5,209

25,788

1973
2012
28 years
Cardiac Professional Office Building
Indianapolis
IN

498

27,430

810

498

28,240

28,738

3,939

24,799

1995
2012
35 years
Oncology Medical Office Building
Indianapolis
IN

470

5,703

230

470

5,933

6,403

1,053

5,350

2003
2012
35 years
CorVasc Medical Office Building
Indianapolis
IN

514

9,617


514

9,617

10,131

1,053

9,078

2004
2016
36 years
St. Francis South Medical Office Building
Indianapolis
IN


20,649

831


21,480

21,480

2,081

19,399

1995
2013
35 years
Methodist Professional Center I
Indianapolis
IN

61

37,411

3,679

61

41,090

41,151

6,795

34,356

1985
2012
25 years
Indiana Orthopedic Center of Excellence
Indianapolis
IN

967

83,746

1,049

967

84,795

85,762

1,273

84,489

1997
2015
35 years
United Healthcare - Indy
Indianapolis
IN

5,737

32,116


5,737

32,116

37,853

1,131

36,722

1988
2015
35 years
LaPorte
La Porte
IN

553

1,309


553

1,309

1,862

331

1,531

1997
2011
34 years
Mishawaka
Mishawaka
IN

3,787

5,543


3,787

5,543

9,330

2,244

7,086

1993
2011
35 years
Cancer Care Partners
Mishawaka
IN

3,162

28,633


3,162

28,633

31,795

914

30,881

2010
2015
35 years
Michiana Oncology
Mishawaka
IN

4,577

20,939


4,577

20,939

25,516

700

24,816

2010
2015
35 years
DaVita Dialysis - Paoli
Paoli
IN

396

2,056


396

2,056

2,452

81

2,371

2011
2015
35 years
South Bend
South Bend
IN

792

2,530


792

2,530

3,322

530

2,792

1996
2011
34 years

176


 
Location
 
Initial Cost to Company
 
Gross Amount Carried at Close of Period
 
 
 
 
 
 
Property Name
City
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Via Christi Clinic
Wichita
KS

1,883

7,428


1,883

7,428

9,311

290

9,021

2006
2015
35 years
OLBH Same Day Surgery Center MOB
Ashland
KY

101

19,066

469

101

19,535

19,636

3,262

16,374

1997
2012
26 years
St. Elizabeth Covington
Covington
KY

345

12,790

(16
)
345

12,774

13,119

1,865

11,254

2009
2012
35 years
St. Elizabeth Florence MOB
Florence
KY

402

8,279

1,402

402

9,681

10,083

1,713

8,370

2005
2012
35 years
Jefferson Clinic
Louisville
KY


673

2,018


2,691

2,691

109

2,582

2013
2013
35 years
East Jefferson Medical Plaza
Metairie
LA

168

17,264

684

168

17,948

18,116

3,974

14,142

1996
2012
32 years
East Jefferson MOB
Metairie
LA

107

15,137

714

107

15,851

15,958

3,341

12,617

1985
2012
28 years
Lakeside POB I
Metairie
LA

3,334

4,974

2,939

3,334

7,913

11,247

2,090

9,157

1986
2011
22 years
Lakeside POB II
Metairie
LA

1,046

802

749

1,046

1,551

2,597

642

1,955

1980
2011
7 years
Fresenius Medical
Metairie
LA

1,195

3,797


1,195

3,797

4,992

134

4,858

2012
2015
35 years
RTS Berlin
Berlin
MD


2,216



2,216

2,216

378

1,838

1994
2011
29 years
Charles O. Fisher Medical Building
Westminster
MD
11,175


13,795

1,768


15,563

15,563

4,786

10,777

2009
2009
35 years
Medical Specialties Building
Kalamazoo
MI


19,242

1,481


20,723

20,723

4,234

16,489

1989
2010
35 years
North Professional Building
Kalamazoo
MI


7,228

1,622


8,850

8,850

1,786

7,064

1983
2010
35 years
Borgess Navigation Center
Kalamazoo
MI


2,391



2,391

2,391

570

1,821

1976
2010
35 years
Borgess Health & Fitness Center
Kalamazoo
MI


11,959

603


12,562

12,562

2,887

9,675

1984
2010
35 years
Heart Center Building
Kalamazoo
MI


8,420

421

10

8,831

8,841

2,207

6,634

1980
2010
35 years
Medical Commons Building
Kalamazoo Township
MI


661

574


1,235

1,235

199

1,036

1979
2010
35 years
RTS Madison Heights
Madison Heights
MI

401

2,946


401

2,946

3,347

483

2,864

2002
2011
35 years
RTS Monroe
Monroe
MI

281

3,450


281

3,450

3,731

635

3,096

1997
2011
31 years
Bronson Lakeview OPC
Paw Paw
MI

3,835

31,564


3,835

31,564

35,399

1,141

34,258

2006
2015
35 years
Pro Med Center Plainwell
Plainwell
MI


697

7


704

704

185

519

1991
2010
35 years
Pro Med Center Richland
Richland
MI

233

2,267

77

233

2,344

2,577

520

2,057

1996
2010
35 years
Henry Ford Dialysis Center
Southfield
MI

589

3,350


589

3,350

3,939

120

3,819

2002
2015
35 years
Metro Health
Wyoming
MI

1,325

5,479


1,325

5,479

6,804

207

6,597

2008
2015
35 years
Spectrum Health
Wyoming
MI

2,463

14,353


2,463

14,353

16,816

543

16,273

2006
2015
35 years
Cogdell Duluth MOB
Duluth
MN


33,406

(19
)

33,387

33,387

3,254

30,133

2012
2012
35 years
Allina Health
Elk River
MN

1,442

7,742

54

1,442

7,796

9,238

267

8,971

2002
2015
35 years
Unitron Hearing
Plymouth
MN
4,000

2,646

8,962


2,646

8,962

11,608

475

11,133

2011
2015
29 years
HealthPartners Medical & Dental Clinics
Sartell
MN

2,492

15,694

49

2,503

15,732

18,235

2,493

15,742

2010
2012
35 years
Arnold Urgent Care
Arnold
MO

1,058

556

95

1,097

612

1,709

365

1,344

1999
2011
35 years
DePaul Health Center North
Bridgeton
MO

996

10,045

1,651

996

11,696

12,692

2,542

10,150

1976
2012
21 years
DePaul Health Center South
Bridgeton
MO

910

12,169

1,135

910

13,304

14,214

2,374

11,840

1992
2012
30 years
St. Mary's Health Center MOB D
Clayton
MO

103

2,780

826

103

3,606

3,709

852

2,857

1984
2012
22 years
Fenton Urgent Care Center
Fenton
MO

183

2,714

245

189

2,953

3,142

738

2,404

2003
2011
35 years

177


 
Location
 
Initial Cost to Company
 
Gross Amount Carried at Close of Period
 
 
 
 
 
 
Property Name
City
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
St. Joseph Medical Building
Kansas City
MO

305

7,445

2,209

305

9,654

9,959

1,212

8,747

1988
2012
32 years
St. Joseph Medical Mall
Kansas City
MO

530

9,115

430

530

9,545

10,075

1,516

8,559

1995
2012
33 years
Carondelet Medical Building
Kansas City
MO

745

12,437

956

745

13,393

14,138

2,256

11,882

1979
2012
29 years
St. Joseph Hospital West Medical Office Building II
Lake Saint Louis
MO

524

3,229

294

524

3,523

4,047

659

3,388

2005
2012
35 years
St. Joseph O'Fallon Medical Office Building
O'Fallon
MO

940

5,556

16

945

5,567

6,512

839

5,673

1992
2012
35 years
Sisters of Mercy Building
Springfield
MO
5,500

3,427

8,697


3,427

8,697

12,124

350

11,774

2008
2015
35 years
St. Joseph Health Center Medical Building 1
St. Charles
MO

503

4,336

654

503

4,990

5,493

1,227

4,266

1987
2012
20 years
St. Joseph Health Center Medical Building 2
St. Charles
MO

369

2,963

538

369

3,501

3,870

650

3,220

1999
2012
32 years
Physicians Office Center
St. Louis
MO

1,445

13,825

911

1,445

14,736

16,181

3,678

12,503

2003
2011
35 years
12700 Southford Road Medical Plaza
St. Louis
MO

595

12,584

1,213

595

13,797

14,392

3,392

11,000

1993
2011
32 years
St Anthony's MOB A
St. Louis
MO

409

4,687

1,045

409

5,732

6,141

1,592

4,549

1975
2011
20 years
St Anthony's MOB B
St. Louis
MO

350

3,942

622

350

4,564

4,914

1,515

3,399

1980
2011
21 years
Lemay Urgent Care Center
St. Louis
MO

2,317

3,120

460

2,351

3,546

5,897

1,261

4,636

1983
2011
22 years
St. Mary's Health Center MOB B
St. Louis
MO

119

4,161

8,750

119

12,911

13,030

1,046

11,984

1979
2012
23 years
St. Mary's Health Center MOB C
St. Louis
MO

136

6,018

647

136

6,665

6,801

1,263

5,538

1969
2012
20 years
University Physicians - Grants Ferry
Flowood
MS
9,085

2,796

12,125

(13
)
2,796

12,112

14,908

1,922

12,986

2010
2012
35 years
Randolph
Charlotte
NC

6,370

2,929

1,196

6,370

4,125

10,495

2,550

7,945

1973
2012
4 years
Mallard Crossing I
Charlotte
NC

3,229

2,072

532

3,269

2,564

5,833

1,140

4,693

1997
2012
25 years
Medical Arts Building
Concord
NC

701

11,734

772

701

12,506

13,207

2,689

10,518

1997
2012
31 years
Gateway Medical Office Building
Concord
NC

1,100

9,904

622

1,100

10,526

11,626

2,249

9,377

2005
2012
35 years
Copperfield Medical Mall
Concord
NC

1,980

2,846

310

1,998

3,138

5,136

919

4,217

1989
2012
25 years
Weddington Internal & Pediatric Medicine
Concord
NC

574

688

22

574

710

1,284

213

1,071

2000
2012
27 years
Rex Wellness Center
Garner
NC

1,348

5,330

34

1,348

5,364

6,712

249

6,463

2003
2015
34 years
Gaston Professional Center
Gastonia
NC

833

24,885

752

833

25,637

26,470

3,993

22,477

1997
2012
35 years
Harrisburg Family Physicians
Harrisburg
NC

679

1,646

48

679

1,694

2,373

290

2,083

1996
2012
35 years
Harrisburg Medical Mall
Harrisburg
NC

1,339

2,292

237

1,339

2,529

3,868

749

3,119

1997
2012
27 years
Birkdale
Huntersville
NC

4,271

7,206

326

4,303

7,500

11,803

1,774

10,029

1997
2012
35 years
Birkdale II
Huntersville
NC



31

4

27

31

5

26

2001
2012
35 years
Northcross
Huntersville
NC

623

278

57

623

335

958

177

781

1993
2012
22 years
REX Knightdale MOB & Wellness Center
Knightdale
NC


22,823

467


23,290

23,290

2,156

21,134

2009
2012
35 years
Midland Medical Park
Midland
NC

1,221

847

71

1,221

918

2,139

370

1,769

1998
2012
25 years
East Rocky Mount Kidney Center
Rocky Mount
NC

803

998

(2
)
803

996

1,799

274

1,525

2000
2012
33 years

178


 
Location
 
Initial Cost to Company
 
Gross Amount Carried at Close of Period
 
 
 
 
 
 
Property Name
City
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Rocky Mount Kidney Center
Rocky Mount
NC

479

1,297

39

479

1,336

1,815

446

1,369

1990
2012
25 years
Rocky Mount Medical Park
Rocky Mount
NC

2,552

7,779

1,409

2,652

9,088

11,740

2,219

9,521

1991
2012
30 years
English Road Medical Center
Rocky Mount
NC
4,097

1,321

3,747

8

1,321

3,755

5,076

1,179

3,897

2002
2012
35 years
Rowan Outpatient Surgery Center
Salisbury
NC

1,039

5,184

(5
)
1,039

5,179

6,218

1,093

5,125

2003
2012
35 years
Trinity Health Medical Arts Clinic
Minot
ND

935

15,482

49

951

15,515

16,466

1,507

14,959

1995
2015
26 years
Cooper Health MOB I
Willingboro
NJ

1,389

2,742

(13
)
1,389

2,729

4,118

272

3,846

2010
2015
35 years
Cooper Health MOB II
Willingboro
NJ

594

5,638


594

5,638

6,232

397

5,835

2012
2015
35 years
Salem Medical
Woodstown
NJ

275

4,132

3

275

4,135

4,410

289

4,121

2010
2015
35 years
Carson Tahoe Specialty Medical Center
Carson City
NV

688

11,346

124

688

11,470

12,158

871

11,287

1981
2015
35 years
Carson Tahoe MOB West
Carson City
NV

2,862

27,519

66

2,862

27,585

30,447

2,510

27,937

2007
2015
29 years
Del E Webb Medical Plaza
Henderson
NV

1,028

16,993

1,463

1,028

18,456

19,484

4,320

15,164

1999
2011
35 years
Durango Medical Plaza
Las Vegas
NV

3,787

27,738

(3,679
)
3,660

24,186

27,846

1,906

25,940

2008
2015
35 years
The Terrace at South Meadows
Reno
NV
6,831

504

9,966

609

504

10,575

11,079

2,696

8,383

2004
2011
35 years
Albany Medical Center MOB
Albany
NY

321

18,389


321

18,389

18,710

1,107

17,603

2010
2015
35 years
St. Peter's Recovery Center
Guilderland
NY

1,059

9,156


1,059

9,156

10,215

741

9,474

1990
2015
35 years
Central NY Medical Center
Syracuse
NY
24,500

1,786

26,101

2,620

1,792

28,715

30,507

5,783

24,724

1997
2012
33 years
Northcountry MOB
Watertown
NY

1,320

10,799

6

1,320

10,805

12,125

890

11,235

2001
2015
35 years
Anderson Medical Arts Building I
Cincinnati
OH


9,632

1,892


11,524

11,524

4,181

7,343

1984
2007
35 years
Anderson Medical Arts Building II
Cincinnati
OH


15,123

2,285


17,408

17,408

6,280

11,128

2007
2007
35 years
Riverside North Medical Office Building
Columbus
OH
8,420

785

8,519

1,350

785

9,869

10,654

2,821

7,833

1962
2012
25 years
Riverside South Medical Office Building
Columbus
OH
6,311

586

7,298

807

610

8,081

8,691

2,073

6,618

1985
2012
27 years
340 East Town Medical Office Building
Columbus
OH
5,862

10

9,443

864

10

10,307

10,317

2,221

8,096

1984
2012
29 years
393 East Town Medical Office Building
Columbus
OH
3,288

61

4,760

252

61

5,012

5,073

1,332

3,741

1970
2012
20 years
141 South Sixth Medical Office Building
Columbus
OH
1,544

80

1,113

4

80

1,117

1,197

470

727

1971
2012
14 years
Doctors West Medical Office Building
Columbus
OH
4,705

414

5,362

711

414

6,073

6,487

1,344

5,143

1998
2012
35 years
Eastside Health Center
Columbus
OH
4,399

956

3,472

(2
)
956

3,470

4,426

1,412

3,014

1977
2012
15 years
East Main Medical Office Building
Columbus
OH
5,226

440

4,771

63

440

4,834

5,274

1,037

4,237

2006
2012
35 years
Heart Center Medical Office Building
Columbus
OH

1,063

12,140

280

1,063

12,420

13,483

2,775

10,708

2004
2012
35 years
Wilkins Medical Office Building
Columbus
OH

123

18,062

344

123

18,406

18,529

3,224

15,305

2002
2012
35 years

179


 
Location
 
Initial Cost to Company
 
Gross Amount Carried at Close of Period
 
 
 
 
 
 
Property Name
City
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Grady Medical Office Building
Delaware
OH
1,824

239

2,263

333

239

2,596

2,835

790

2,045

1991
2012
25 years
Dublin Northwest Medical Office Building
Dublin
OH
3,118

342

3,278

234

342

3,512

3,854

889

2,965

2001
2012
34 years
Preserve III Medical Office Building
Dublin
OH
9,684

2,449

7,025

(66
)
2,449

6,959

9,408

1,633

7,775

2006
2012
35 years
Zanesville Surgery Center
Zanesville
OH

172

9,403


172

9,403

9,575

1,799

7,776

2000
2011
35 years
Dialysis Center
Zanesville
OH

534

855

71

534

926

1,460

463

997

1960
2011
21 years
Genesis Children's Center
Zanesville
OH

538

3,781


538

3,781

4,319

1,002

3,317

2006
2011
30 years
Medical Arts Building I
Zanesville
OH

429

2,405

500

436

2,898

3,334

989

2,345

1970
2011
20 years
Medical Arts Building II
Zanesville
OH

485

6,013

807

510

6,795

7,305

2,386

4,919

1995
2011
25 years
Medical Arts Building III
Zanesville
OH

94

1,248


94

1,248

1,342

438

904

1970
2011
25 years
Primecare Building
Zanesville
OH

130

1,344

648

130

1,992

2,122

620

1,502

1978
2011
20 years
Outpatient Rehabilitation Building
Zanesville
OH

82

1,541


82

1,541

1,623

441

1,182

1985
2011
28 years
Radiation Oncology Building
Zanesville
OH

105

1,201


105

1,201

1,306

404

902

1988
2011
25 years
Healthplex
Zanesville
OH

2,488

15,849

578

2,508

16,407

18,915

4,405

14,510

1990
2011
32 years
Physicians Pavilion
Zanesville
OH

422

6,297

1,368

422

7,665

8,087

2,254

5,833

1990
2011
25 years
Zanesville Northside Pharmacy
Zanesville
OH

42

635


42

635

677

189

488

1985
2011
28 years
Bethesda Campus MOB III
Zanesville
OH

188

1,137

135

199

1,261

1,460

401

1,059

1978
2011
25 years
Tuality 7th Avenue Medical Plaza
Hillsboro
OR
18,547

1,516

24,638

463

1,533

25,084

26,617

5,689

20,928

2003
2011
35 years
Professional Office Building I
Chester
PA


6,283

1,737


8,020

8,020

3,780

4,240

1978
2004
30 years
DCMH Medical Office Building
Drexel Hill
PA


10,424

1,540


11,964

11,964

5,780

6,184

1984
2004
30 years
Pinnacle Health
Harrisburg
PA

2,574

16,767

235

2,674

16,902

19,576

1,350

18,226

2002
2015
35 years
Penn State University Outpatient Center
Hershey
PA
57,415


55,439



55,439

55,439

12,665

42,774

2008
2010
35 years
Lancaster Rehabilitation Hospital
Lancaster
PA

959

16,610

(16
)
959

16,594

17,553

3,151

14,402

2007
2012
35 years
Lancaster ASC MOB
Lancaster
PA

593

17,117

30

593

17,147

17,740

3,694

14,046

2007
2012
35 years
St. Joseph Medical Office Building
Reading
PA


10,823

811


11,634

11,634

3,219

8,415

2006
2010
35 years
Crozer - Keystone MOB I
Springfield
PA

9,130

47,078


9,130

47,078

56,208

4,113

52,095

1996
2015
35 years
Crozer-Keystone MOB II
Springfield
PA

5,178

6,523


5,178

6,523

11,701

606

11,095

1998
2015
25 years
Doylestown Health & Wellness Center
Warrington
PA

4,452

17,383

910

4,497

18,248

22,745

4,068

18,677

2001
2012
34 years
Roper Medical Office Building
Charleston
SC
8,133

127

14,737

2,949

127

17,686

17,813

4,053

13,760

1990
2012
28 years
St. Francis Medical Plaza (Charleston)
Charleston
SC

447

3,946

418

447

4,364

4,811

1,154

3,657

2003
2012
35 years
Providence MOB I
Columbia
SC

225

4,274

587

225

4,861

5,086

1,751

3,335

1979
2012
18 years
Providence MOB II
Columbia
SC

122

1,834

85

122

1,919

2,041

747

1,294

1985
2012
18 years

180


 
Location
 
Initial Cost to Company
 
Gross Amount Carried at Close of Period
 
 
 
 
 
 
Property Name
City
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Providence MOB III
Columbia
SC

766

4,406

524

766

4,930

5,696

1,385

4,311

1990
2012
23 years
One Medical Park
Columbia
SC

210

7,939

843

214

8,778

8,992

2,856

6,136

1984
2012
19 years
Three Medical Park
Columbia
SC

40

10,650

924

40

11,574

11,614

3,237

8,377

1988
2012
25 years
St. Francis Millennium Medical Office Building
Greenville
SC
14,754


13,062

10,581

30

23,613

23,643

8,573

15,070

2009
2009
35 years
200 Andrews
Greenville
SC

789

2,014

220

789

2,234

3,023

1,042

1,981

1994
2012
29 years
St. Francis CMOB
Greenville
SC

501

7,661

725

501

8,386

8,887

1,711

7,176

2001
2012
35 years
St. Francis Outpatient Surgery Center
Greenville
SC

1,007

16,538

485

1,007

17,023

18,030

3,620

14,410

2001
2012
35 years
St. Francis Professional Medical Center
Greenville
SC

342

6,337

763

362

7,080

7,442

1,766

5,676

1984
2012
24 years
St. Francis Women's
Greenville
SC

322

4,877

285

322

5,162

5,484

1,820

3,664

1991
2012
24 years
St. Francis Medical Plaza (Greenville)
Greenville
SC

88

5,876

526

88

6,402

6,490

1,660

4,830

1998
2012
24 years
Irmo Professional MOB
Irmo
SC

1,726

5,414

139

1,726

5,553

7,279

1,657

5,622

2004
2011
35 years
River Hills Medical Plaza
Little River
SC

1,406

1,813

107

1,406

1,920

3,326

615

2,711

1999
2012
27 years
Mount Pleasant Medical Office Longpoint
Mount Pleasant
SC

670

4,455

122

692

4,555

5,247

1,730

3,517

2001
2012
34 years
Mary Black Westside Medical Office Bldg
Spartanburg
SC

291

5,057

425

300

5,473

5,773

1,365

4,408

1991
2012
31 years
Spartanburg ASC
Spartanburg
SC

1,333

15,756


1,333

15,756

17,089

999

16,090

2002
2015
35 years
Spartanburg Regional MOB
Spartanburg
SC

207

17,963

253

286

18,137

18,423

1,293

17,130

1986
2015
35 years
Wellmont Blue Ridge MOB
Bristol
TN

999

5,027


999

5,027

6,026

413

5,613

2001
2015
35 years
Health Park Medical Office Building
Chattanooga
TN
6,122

2,305

8,949

37

2,305

8,986

11,291

1,917

9,374

2004
2012
35 years
Peerless Crossing Medical Center
Cleveland
TN

1,217

6,464

10

1,217

6,474

7,691

1,302

6,389

2006
2012
35 years
St. Mary's Clinton Professional Office Building
Clinton
TN

298

618

6

298

624

922

78

844

1988
2015
39 years
St. Mary's Farragut MOB
Farragut
TN

221

2,719

49

221

2,768

2,989

194

2,795

1997
2015
39 years
Medical Center Physicians Tower
Jackson
TN
12,894

549

27,074

44

549

27,118

27,667

5,568

22,099

2010
2012
35 years
St. Mary's Physical Therapy & Rehabilitation Center East
Jefferson City
TN

120

160


120

160

280

43

237

1985
2015
39 years
St. Mary's Physician Professional Office Building
Knoxville
TN

138

3,144


138

3,144

3,282

275

3,007

1981
2015
39 years
St. Mary's Magdalene Clarke Tower
Knoxville
TN

69

4,153

4

69

4,157

4,226

320

3,906

1972
2015
39 years
St. Mary's Medical Office Building
Knoxville
TN

136

359


136

359

495

67

428

1976
2015
39 years
St. Mary's Ambulatory Surgery Center
Knoxville
TN

129

1,012


129

1,012

1,141

119

1,022

1999
2015
24 years
Texas Clinic at Arlington
Arlington
TX

2,781

24,515

4

2,781

24,519

27,300

1,769

25,531

2010
2015
35 years
Seton Medical Park Tower
Austin
TX

805

41,527

1,954

1,061

43,225

44,286

7,136

37,150

1968
2012
35 years
Seton Northwest Health Plaza
Austin
TX

444

22,632

1,676

444

24,308

24,752

4,264

20,488

1988
2012
35 years

181


 
Location
 
Initial Cost to Company
 
Gross Amount Carried at Close of Period
 
 
 
 
 
 
Property Name
City
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Seton Southwest Health Plaza
Austin
TX

294

5,311

133

294

5,444

5,738

930

4,808

2004
2012
35 years
Seton Southwest Health Plaza II
Austin
TX

447

10,154

20

447

10,174

10,621

1,730

8,891

2009
2012
35 years
BioLife Sciences Building
Denton
TX

1,036

6,576


1,036

6,576

7,612

537

7,075

2010
2015
35 years
East Houston MOB, LLC
Houston
TX

356

2,877

431

328

3,336

3,664

1,746

1,918

1982
2011
15 years
East Houston Medical Plaza
Houston
TX

671

426

513

671

939

1,610

668

942

1982
2011
11 years
Memorial Hermann
Houston
TX

822

14,307


822

14,307

15,129

953

14,176

2012
2015
35 years
Scott & White Healthcare
Kingsland
TX

534

5,104


534

5,104

5,638

390

5,248

2012
2015
35 years
Odessa Regional MOB
Odessa
TX

121

8,935


121

8,935

9,056

619

8,437

2008
2015
35 years
Legacy Heart Center
Plano
TX

3,081

8,890

8

3,081

8,898

11,979

750

11,229

2005
2015
35 years
Seton Williamson Medical Plaza
Round Rock
TX


15,074

448


15,522

15,522

4,296

11,226

2008
2010
35 years
Sunnyvale Medical Plaza
Sunnyvale
TX

1,186

15,397

4

1,186

15,401

16,587

1,218

15,369

2009
2015
35 years
Texarkana ASC
Texarkana
TX

814

5,903


814

5,903

6,717

516

6,201

1994
2015
30 years
Spring Creek Medical Plaza
Tomball
TX

2,165

8,212


2,165

8,212

10,377

589

9,788

2006
2015
35 years
251 Medical Center
Webster
TX

1,158

12,078

178

1,158

12,256

13,414

2,208

11,206

2006
2011
35 years
253 Medical Center
Webster
TX

1,181

11,862

3

1,181

11,865

13,046

2,066

10,980

2009
2011
35 years
MRMC MOB I
Mechanicsville
VA

1,669

7,024

418

1,669

7,442

9,111

2,302

6,809

1993
2012
31 years
Henrico MOB
Richmond
VA

968

6,189

841

968

7,030

7,998

2,241

5,757

1976
2011
25 years
St. Mary's MOB North (Floors 6 & 7)
Richmond
VA

227

2,961

301

227

3,262

3,489

1,054

2,435

1968
2012
22 years
Virginia Urology Center
Richmond
VA

3,822

16,127


3,822

16,127

19,949

1,248

18,701

2004
2015
35 years
St. Francis Cancer Center
Richmond
VA

654

18,331

3

657

18,331

18,988

1,324

17,664

2006
2015
35 years
Bonney Lake Medical Office Building
Bonney Lake
WA
10,467

5,176

14,375

170

5,176

14,545

19,721

3,151

16,570

2011
2012
35 years
Good Samaritan Medical Office Building
Puyallup
WA
13,648

781

30,368

588

781

30,956

31,737

5,403

26,334

2011
2012
35 years
Holy Family Hospital Central MOB
Spokane
WA


19,085

260


19,345

19,345

2,540

16,805

2007
2012
35 years
Physician's Pavilion
Vancouver
WA

1,411

32,939

914

1,424

33,840

35,264

7,427

27,837

2001
2011
35 years
Administration Building
Vancouver
WA

296

7,856


296

7,856

8,152

1,712

6,440

1972
2011
35 years
Medical Center Physician's Building
Vancouver
WA

1,225

31,246

2,480

1,246

33,705

34,951

6,822

28,129

1980
2011
35 years
Memorial MOB
Vancouver
WA

663

12,626

339

690

12,938

13,628

2,793

10,835

1999
2011
35 years
Salmon Creek MOB
Vancouver
WA

1,325

9,238


1,325

9,238

10,563

1,991

8,572

1994
2011
35 years
Fisher's Landing MOB
Vancouver
WA

1,590

5,420


1,590

5,420

7,010

1,408

5,602

1995
2011
34 years
Columbia Medical Plaza
Vancouver
WA

281

5,266

228

331

5,444

5,775

1,235

4,540

1991
2011
35 years
Appleton Heart Institute
Appleton
WI


7,775

38


7,813

7,813

1,901

5,912

2003
2010
39 years
Appleton Medical Offices West
Appleton
WI


5,756

82


5,838

5,838

1,435

4,403

1989
2010
39 years
Appleton Medical Offices South
Appleton
WI


9,058

185


9,243

9,243

2,358

6,885

1983
2010
39 years
Brookfield Clinic
Brookfield
WI

2,638

4,093


2,638

4,093

6,731

1,095

5,636

1999
2011
35 years

182


 
Location
 
Initial Cost to Company
 
Gross Amount Carried at Close of Period
 
 
 
 
 
 
Property Name
City
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Lakeshore Medical Clinic - Franklin
Franklin
WI

1,973

7,579

56

2,029

7,579

9,608

619

8,989

2008
2015
34 years
Lakeshore Medical Clinic - Greenfield
Greenfield
WI

1,223

13,387

9

1,223

13,396

14,619

902

13,717

2010
2015
35 years
Aurora Health Care - Hartford
Hartford
WI

3,706

22,019


3,706

22,019

25,725

1,673

24,052

2006
2015
35 years
Hartland Clinic
Hartland
WI

321

5,050


321

5,050

5,371

1,151

4,220

1994
2011
35 years
Aurora Healthcare - Kenosha
Kenosha
WI

7,546

19,155


7,546

19,155

26,701

1,487

25,214

2014
2015
35 years
Univ of Wisconsin Health
Monona
WI
5,039

678

8,017


678

8,017

8,695

664

8,031

2011
2015
35 years
Theda Clark Medical Center Office Pavilion
Neenah
WI


7,080

286


7,366

7,366

1,785

5,581

1993
2010
39 years
Aylward Medical Building Condo Floors 3 & 4
Neenah
WI


4,462

7


4,469

4,469

1,195

3,274

2006
2010
39 years
Aurora Health Care - Neenah
Neenah
WI

2,033

9,072


2,033

9,072

11,105

740

10,365

2006
2015
35 years
New Berlin Clinic
New Berlin
WI

678

7,121


678

7,121

7,799

1,745

6,054

1999
2011
35 years
United Healthcare - Onalaska
Onalaska
WI

4,623

5,527


4,623

5,527

10,150

585

9,565

1995
2015
35 years
WestWood Health & Fitness
Pewaukee
WI

823

11,649


823

11,649

12,472

2,880

9,592

1997
2011
35 years
Aurora Health Care - Two Rivers
Two Rivers
WI

5,638

25,308


5,638

25,308

30,946

1,938

29,008

2006
2015
35 years
Watertown Clinic
Watertown
WI

166

3,234


166

3,234

3,400

711

2,689

2003
2011
35 years
Southside Clinic
Waukesha
WI

218

5,273


218

5,273

5,491

1,176

4,315

1997
2011
35 years
Rehabilitation Hospital
Waukesha
WI

372

15,636


372

15,636

16,008

3,053

12,955

2008
2011
35 years
United Healthcare - Wauwatosa
Wawatosa
WI

8,012

15,992


8,012

15,992

24,004

1,501

22,503

1995
2015
35 years
BSG CS, LLC
Waunakee
WI

1,060



1,060


1,060


1,060

N/A
2012
35 years
TOTAL FOR MEDICAL OFFICE BUILDINGS
 
 
551,416

393,203

4,123,987

194,963

395,122

4,317,031

4,712,153

797,015

3,915,138

 
 
 
LIFE SCIENCES OFFICE BUILDINGS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
100 College Street
New Haven
CT

2,706

186,570


2,706

186,570

189,276

1,286

187,990

2013
2016
59 years
300 George Street
New Haven
CT

2,262

122,144


2,262

122,144

124,406

922

123,484

2014
2016
50 years
Univ. of Miami Life Science and Technology Park
Miami
FL

2,249

87,019


2,249

87,019

89,268

660

88,608

2014
2016
53 years
IIT
Chicago
IL

30

55,620


30

55,620

55,650

454

55,196

2006
2016
46 years
University of Maryland BioPark I Unit 1
Baltimore
MD

113

25,199


113

25,199

25,312

200

25,112

2005
2016
50 years
University of Maryland BioPark II
Baltimore
MD

61

91,764


61

91,764

91,825

833

90,992

2007
2016
50 years
University of Maryland BioPark Garage
Baltimore
MD

77

4,677


77

4,677

4,754

66

4,688

2007
2016
29 years
Tributary Street
Baltimore
MD

4,015

15,905


4,015

15,905

19,920

188

19,732

1998
2016
45 years
Beckley Street
Baltimore
MD

2,813

13,481


2,813

13,481

16,294

164

16,130

1999
2016
45 years
873 West Baltimore Street
Baltimore
MD

980

8


980

8

988


988

CIP
CIP
CIP
Heritage at 4240
Saint Louis
MO

403

47,125


403

47,125

47,528

529

46,999

2013
2016
45 years
Cortex 1
Saint Louis
MO

631

26,543


631

26,543

27,174

319

26,855

2005
2016
50 years

183


 
Location
 
Initial Cost to Company
 
Gross Amount Carried at Close of Period
 
 
 
 
 
 
Property Name
City
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
BRDG Park
Saint Louis
MO

606

37,083


606

37,083

37,689

295

37,394

2009
2016
52 years
311 South Sarah Street
St. Louis
MO

7,113

133


7,113

133

7,246


7,246

CIP
CIP
CIP
Weston Parkway
Cary
NC

1,372

6,535


1,372

6,535

7,907

68

7,839

1990
2016
50 years
Patriot Drive
Durham
NC

1,960

10,749


1,960

10,749

12,709

124

12,585

2010
2016
50 years
701 W. Main Street
Durham
NC
36,187

2,190

65,599


2,190

65,599

67,789


67,789

CIP
CIP
CIP
Paramount Parkway
Morrisville
NC

1,016

19,794


1,016

19,794

20,810

212

20,598

1999
2016
45 years
Wake 90
Winston-Salem
NC

2,752

79,949


2,752

79,949

82,701

799

81,902

2013
2016
40 years
Wake 91
Winston-Salem
NC

1,729

73,690


1,729

73,690

75,419

599

74,820

2011
2016
50 years
Wake 60
Winston-Salem
NC
15,000

1,243

83,414


1,243

83,414

84,657

399

84,258

2016
2016
35 years
450 North Patterson Avenue
Winston-Salem
NC

1,930

5,513


1,930

5,513

7,443


7,443

CIP
CIP
CIP
Hershey Center Unit 1
Hummelstown
PA

813

23,699


813

23,699

24,512

225

24,287

2007
2016
50 years
3737 Market Street
Philadelphia
PA

40

141,981


40

141,981

142,021

945

141,076

2014
2016
54 years
3711 Market Street
Philadelphia
PA

12,320

69,278


12,320

69,278

81,598

565

81,033

2008
2016
48 years
3750 Lancaster Avenue
Philadelphia
PA


88



88

88


88

CIP
CIP
CIP
3675 Market Street
Philadelphia
PA

3,300

1,931


3,300

1,931

5,231


5,231

CIP
CIP
CIP
3701 Filbert Street
Philadelphia
PA


(205
)


(205
)
(205
)

(205
)
CIP
CIP
CIP
115 North 38th Street
Philadelphia
PA


2



2

2


2

CIP
CIP
CIP
225 North 38th Street
Philadelphia
PA


19



19

19


19

CIP
CIP
CIP
IRP I
Norfolk
VA

60

20,084


60

20,084

20,144

179

19,965

2007
2016
55 years
IRP II
Norfolk
VA

69

21,255


69

21,255

21,324

174

21,150

2007
2016
55 years
TOTAL LIFE SCIENCES OFFICE BUILDINGS
 
 
51,187

54,853

1,336,646


54,853

1,336,646

1,391,499

10,205

1,381,294

 
 
 
TOTAL FOR ALL OFFICE BUILDINGS
 
 
602,603

448,056

5,460,633

194,963

449,975

5,653,677

6,103,652

807,220

5,296,432

 
 
 
TOTAL FOR ALL PROPERTIES
 
 
$
1,718,898

$
2,100,288

$
21,115,857

$
600,441

$
2,089,591

$
21,726,995

$
23,816,586

$
4,190,496

$
19,626,090

 
 
 


184


VENTAS, INC.
SCHEDULE IV
REAL ESTATE MORTGAGE LOANS
December 31, 2016
(Dollars in Thousands)
 
Location
Number of RE Assets
Interest Rate
Fixed / Variable
Maturity Date
Monthly Debt Service
Face Value
Net Book Value
Prior Liens
 
 
First Mortgages
 
 
 
 
 
 
 
 
Washington
1
8.00%
F
8/1/2020
172

25,000

24,854


 
Washington
1
6.00%
F
7/5/2017
70

6,030

6,000


 
Multiple
3
9.21%
V
6/30/2019
136

17,023

17,023


 
Ohio
5
7.89%
V
10/1/2021
531

78,448

78,448


 
 
 
 
 
 
 
 
 
 
Mezzanine Loans
 
 
 
 
 
 
 
 
Multiple
31
9.95%
F/V
2/6/2021
1,200

140,000

140,000

1,636,400

 
Multiple*
179
8.27%
F/V
12/9/2019
2,132

309,423

309,423

1,600,242

 
 
 
 
 
 
 
 
 
 
Construction Loans
 
 
 
 
 
 
 
 
Colorado
1
8.75%
V
2/6/2021
445

59,044

58,453


 
 
 
 
 
 
 
 
 
 
* The variable portion of this investment has a maturity date of 12/9/2017, with extension options to 12/9/2019.
 
Mortgage Loan Reconciliation
(Dollars in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
2016
 
2015
 
2014
 
Beginning Balance
 
$
784,821

 
$
747,456

 
$
335,656

 
Additions:
 
 
 
 
 
 
 
New Loans
 
140,000

 
88,648

 
451,269

 
Construction Draws
 
13,403

 
53,708

 

 
Total additions
 
153,403

 
142,356

 
451,269

 
Deductions:
 
 
 
 
 
 
 
Principal Repayments
(303,255
)
 
(99,467
)
 
(21,159
)
 
Conversions to Real Property

 

 
(18,310
)
 
Sales and Syndications
 

 

 

 
Spin Off
 

 
(5,524
)
 

 
Total deductions
(303,255
)
 
(104,991
)
 
(39,469
)
 
Ending Balance
 
$
634,969

 
$
784,821

 
$
747,456


185



ITEM 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.

ITEM 9A.    Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As required by Rules 13a-15(b) and 15d-15(b) of the Exchange Act, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2016. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective as of December 31, 2016, at the reasonable assurance level.
Internal Control over Financial Reporting
The information set forth under “Management Report on Internal Control over Financial Reporting” and “Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting” included in Part II, Item 8 of this Annual Report on Form 10-K is incorporated by reference into this Item 9A.
Internal Control Changes
During the fourth quarter of 2016, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


ITEM 9B.    Other Information

Not applicable.

PART III

ITEM 10.    Directors, Executive Officers and Corporate Governance

The information required by this Item 10 is incorporated by reference to the material under the headings “Proposals Requiring Your Vote—Proposal 1: Election of Directors,” “Our Executive Officers,” “Securities Ownership—Section 16(a) Beneficial Ownership Reporting Compliance,” “Corporate Governance—Governance Policies” and “Audit and Compliance Committee” in our definitive Proxy Statement for the 2017 Annual Meeting of Stockholders, which we will file with the SEC not later than May 1, 2017.

ITEM 11.    Executive Compensation
The information required by this Item 11 is incorporated by reference to the material under the headings “Executive Compensation,” “Non-Employee Director Compensation” and “Executive Compensation Committee” in our definitive Proxy Statement for the 2017 Annual Meeting of Stockholders, which we will file with the SEC not later than May 1, 2017.

ITEM 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this Item 12 is incorporated by reference to the material under the headings “Equity Compensation Plan Information” and “Securities Ownership” in our definitive Proxy Statement for the 2017 Annual Meeting of Stockholders, which we will file with the SEC not later than May 1, 2017.


186



ITEM 13.    Certain Relationships and Related Transactions, and Director Independence
    
The information required by this Item 13 is incorporated by reference to the material under the headings “Corporate Governance—Transactions with Related Persons,” “Our Board of Directors—Director Independence,” “Audit and Compliance Committee,” “Executive Compensation Committee” and “Nominating and Corporate Governance Committee” in our definitive Proxy Statement for the 2017 Annual Meeting of Stockholders, which we will file with the SEC not later than May 1, 2017.


ITEM 14.    Principal Accountant Fees and Services

The information required by this Item 14 is incorporated by reference to the material under the heading “Proposals Requiring Your Vote—Proposal 2: Ratification of the Selection of KPMG LLP as Our Independent Registered Public Accounting Firm for Fiscal Year 2017” in our definitive Proxy Statement for the 2017 Annual Meeting of Stockholders, which we will file with the SEC not later than May 1, 2017.




PART IV
ITEM 15.    Exhibits and Financial Statement Schedules
Financial Statements and Financial Statement Schedules
The following documents have been included in Part II, Item 8 of this Annual Report on Form 10-K:
 
Page
Report of Independent Registered Public Accounting Firm
Consolidated Financial Statement Schedules
 
Schedule II — Valuation and Qualifying Accounts
All other schedules have been omitted because they are inapplicable, not required or the information is included elsewhere in the Consolidated Financial Statements or notes thereto.

188


Exhibits
Exhibit
Number
 
Description of Document
 
Location of Document
2.1
 
Separation and Distribution Agreement dated as of August 17, 2015 by and between Ventas, Inc. and Care Capital Properties, Inc.
 
Incorporated by reference herein. Previously filed as Exhibit 2.1 to our Current Report on Form 8-K, filed on August 21, 2015, File No. 001-10989.
 
 
 
 
 
3.1

Amended and Restated Certificate of Incorporation, as amended, of Ventas, Inc.

Incorporated by reference herein. Previously filed as Exhibit 3.1 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, filed on August 5, 2011, File No. 001-10989.


 

 
3.2

Fifth Amended and Restated Bylaws, as amended, of Ventas, Inc.

Incorporated by reference herein. Previously filed as Exhibit 3.2 to our Current Report on Form 8-K, filed on January 11, 2017, File No. 001-10989.


 

 
4.1

Specimen common stock certificate.

Incorporated by reference herein. Previously filed as Exhibit 4.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed on February 12, 2016, File No. 001-10989.





4.2

Indenture dated as of September 19, 2006 by and among Ventas, Inc., Ventas Realty, Limited Partnership and Ventas Capital Corporation, as Issuer(s), the Guarantors named therein, as Guarantors, and U.S. Bank National Association, as Trustee.

Incorporated by reference herein. Previously filed as Exhibit 4.9 to our Registration Statement on Form S-3, filed on April 7, 2006, File No. 333-133115.





4.3

Fourth Supplemental Indenture dated as of May 17, 2011 by and among Ventas Realty, Limited Partnership and Ventas Capital Corporation, as Issuers, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 4.750% Senior Notes due 2021.

Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on May 20, 2011, File No. 001-10989.





4.4

Fifth Supplemental Indenture dated as of February 10, 2012 by and among Ventas Realty, Limited Partnership and Ventas Capital Corporation, as Issuers, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 4.250% Senior Notes due 2022.

Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on February 14, 2012, File No. 001-10989.





4.5

Sixth Supplemental Indenture dated as of April 17, 2012 by and among Ventas Realty, Limited Partnership and Ventas Capital Corporation, as Issuers, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 4.000% Senior Notes due 2019.

Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on April 18, 2012, File No. 001-10989.





4.6

Seventh Supplemental Indenture dated as of August 3, 2012 by and among Ventas Realty, Limited Partnership and Ventas Capital Corporation, as Issuers, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 3.250% Senior Notes due 2022.

Incorporated by reference herein. Previously filed as Exhibit 4.1 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, filed on October 26, 2012, File No. 001-10989.





4.7

Eighth Supplemental Indenture dated as of December 13, 2012 by and among Ventas Realty, Limited Partnership and Ventas Capital Corporation, as Issuers, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 2.000% Senior Notes due 2018.

Incorporated by reference herein. Previously filed as Exhibit 4.3 to our Current Report on Form 8-K, filed on December 13, 2012, File No. 001-10989.





4.8

Ninth Supplemental Indenture dated as of March 7, 2013 by and among Ventas Realty, Limited Partnership and Ventas Capital Corporation, as Issuers, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 5.450% Senior Notes due 2043.

Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Registration Statement on Form 8-A, filed on March 7, 2013, File No. 001-10989.






189


Exhibit
Number
 
Description of Document
 
Location of Document
4.9

Tenth Supplemental Indenture dated as of March 19, 2013 by and among Ventas Realty, Limited Partnership and Ventas Capital Corporation, as Issuers, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 2.700% Senior Notes due 2020.

Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on March 19, 2013, File No. 001-10989.





4.10

Indenture dated as of September 26, 2013 by and among Ventas, Inc., Ventas Realty, Limited Partnership, as Issuer, the Guarantors named therein, as Guarantors, and U.S. Bank National Association, as Trustee.

Filed herewith.





4.11

Second Supplemental Indenture dated as of September 26, 2013 by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 5.700% Senior Notes due 2043.

Incorporated by reference herein. Previously filed as Exhibit 4.3 to our Current Report on Form 8-K, filed on September 26, 2013, File No. 001-10989.





4.12

Third Supplemental Indenture dated as of April 17, 2014 by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 1.250% Senior Notes due 2017.

Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on April 17, 2014, File No. 001-10989.





4.13

Fourth Supplemental Indenture dated as of April 17, 2014 by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 3.750% Senior Notes due 2024.

Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on April 17, 2014, File No. 001-10989.





4.14

Fifth Supplemental Indenture dated as of January 14, 2015 by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 3.500% Senior Notes due 2025.

Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on January 14, 2015, File No. 001-10989.





4.15

Sixth Supplemental Indenture dated as of January 14, 2015 by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 4.375% Senior Notes due 2045.

Incorporated by reference herein. Previously filed as Exhibit 4.3 to our Current Report on Form 8-K, filed on January 14, 2015, File No. 001-10989.





4.16

Indenture dated as of August 19, 1997 by and between Nationwide Health Properties, Inc. and The Bank of New York, as Trustee, relating to the 6.90% Series C Medium-Term Notes due 2037 and the 6.59% Series C Medium-Term Notes due 2038.

Incorporated by reference herein. Previously filed as Exhibit 1.2 to the Nationwide Health Properties, Inc. Current Report on Form 8-K, filed on August 19, 1997, File No. 001-09028.





4.17

Supplemental Indenture dated July 1, 2011 among Nationwide Health Properties, Inc., Needles Acquisition LLC, and The Bank of New York Mellon Trust Company, N.A., as successor Trustee, relating to the 6.90% Series C Medium-Term Notes due 2037 and the 6.59% Series C Medium-Term Notes due 2038.

Filed herewith.





4.18

Indenture dated as September 24, 2014 by and among Ventas, Inc., Ventas Canadian Finance Limited, the Guarantors parties thereto from time to time and Computershare Trust Company of Canada, as Trustee.

Incorporated by reference herein. Previously filed as Exhibit 4.1 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed on October 24, 2014, File No. 001-10989.






190


Exhibit
Number
 
Description of Document
 
Location of Document
4.19

First Supplemental Indenture dated as of September 24, 2014 by and among Ventas Canada Finance Limited, as Issuer, Ventas, Inc., as Guarantor, and Computershare Trust Company of Canada, as Trustee, relating to the 3.00% Senior Notes, Series A due 2019.

Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed on October 24, 2014, File No. 001-10989.





4.20

Second Supplemental Indenture dated as of September 24, 2014 by and among Ventas Canada Finance Limited, as Issuer, Ventas, Inc., as Guarantor, and Computershare Trust Company of Canada, as Trustee, relating to the 4.125% Senior Notes, Series B due 2024.

Incorporated by reference herein. Previously filed as Exhibit 4.3 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed on October 24, 2014, File No. 001-10989.





4.21

Third Supplemental Indenture dated as of January 13, 2015 by and among Ventas Canada Finance Limited, as Issuer, Ventas, Inc., as Guarantor, and Computershare Trust Company of Canada, as Trustee, relating to the 3.30% Senior Notes, Series C due 2022.

Incorporated by reference herein. Previously filed as Exhibit 4.24 to our Annual Report on Form 10-K for the year ended December 31, 2014, filed on February 13, 2015, File No. 001-10989.





4.22

Indenture dated as of July 16, 2015 by and among Ventas, Inc., Ventas Realty, Limited Partnership, as Issuer, the Guarantors named therein as Guarantors, and U.S. Bank National Association, as Trustee.

Incorporated by reference herein. Previously filed as Exhibit 4.1 to our Current Report on Form 8-K, filed on July 16, 2015, File No. 001-10989.





4.23

First Supplemental Indenture dated as of July 16, 2015 by and among Ventas Realty, Limited Partnership, as Issuer, Ventas Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 4.125% Senior Notes due 2026.

Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on July 16, 2015, File No. 001-10989.





4.24
 
Second Supplemental Indenture dated as of June 2, 2016 by and among Ventas Realty, Limited Partnership, as Issuer, Ventas Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 3.125% Senior Notes due 2023.
 
Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on June 2, 2016, File No. 001-10989.
 
 
 
 
 
4.25
 
Third Supplemental Indenture dated as of September 21, 2016 by and among Ventas Realty, Limited Partnership, as Issuer, Ventas Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 3.250% Senior Notes due 2026.
 
Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on September 21, 2016, File No. 001-10989.
 
 
 
 
 
10.1

First Amended and Restated Agreement of Limited Partnership of Ventas Realty, Limited Partnership.

Incorporated by reference herein. Previously filed as Exhibit 3.5 to our Registration Statement on Form S-4, as amended, filed on May 29, 2002, File No. 333-89312.






10.2

Amended and Restated Credit and Guaranty Agreement, dated as of December 9, 2013, among Ventas Realty, Limited Partnership, Ventas SSL Ontario II, Inc. and Ventas SSL Ontario III, Inc., as Borrowers, Ventas, Inc., as Guarantor, the Lenders identified therein, and Bank of America, N.A., as Administrative Agent, Swing Line Lender, L/C Issuer and Alternative Currency Fronting Lender.

Incorporated by reference herein. Previously filed as Exhibit 10.1 to our Current Report on Form 8-K, filed on December 11, 2013, File No. 001-10989.





10.3
 
First Amendment dated as of July 28, 2015 to that certain Amended and Restated Credit and Guaranty Agreement by and among Ventas Realty, Limited Partnership, Ventas Canada Finance Limited, Ventas UK Finance, Inc., Ventas Euro Finance, LLC, Ventas SSL Ontario II, Inc. and Ventas SSL Ontario III, Inc., as Borrowers, Ventas, Inc., as Guarantor, the Lenders identified therein, and Bank of America, N.A., as Administrative Agent, Swing Line Lender, L/C Issuer and Alternative Currency Fronting Lender.
 
Incorporated by reference herein. Previously filed as Exhibit 10.1 to our Current Report on Form 8-K, filed on July 31, 2015, File No. 001-10989.
 
 
 
 
 

191


Exhibit
Number
 
Description of Document
 
Location of Document
10.4
 
Second Amendment and Joinder dated as of October 14, 2015 to that certain Amended and Restated Credit and Guaranty Agreement by and among Ventas Realty, Limited Partnership, Ventas Canada Finance Limited, Ventas UK Finance, Inc., Ventas Euro Finance, LLC, Ventas SSL Ontario II, Inc. and Ventas SSL Ontario III, Inc., as Borrowers, Ventas, Inc., as Guarantor, the Lenders identified therein, and Bank of America, N.A., as Administrative Agent, Swing Line Lender L/C Issuer and Alternative Currency Fronting Lender.
 
Incorporated by reference herein. Previously filed as Exhibit 10.1 to our Current Report on Form 8-K, filed on October 19, 2015, File No. 001-10989.
 
 
 
 
 
10.5
 
Tax Matters Agreement dated as of August 17, 2015 by and between Ventas, Inc. and Care Capital Properties, Inc.
 
Incorporated by reference herein. Previously filed as Exhibit 10.2 to our Current Report on Form 8-K, filed on August 21, 2015, File No. 001-10989.
 
 
 
 
 
10.6
 
Employee Matters Agreement dated as of August 17, 2015 by and between Ventas, Inc. and Care Capital Properties, Inc.
 
Incorporated by reference herein. Previously filed as Exhibit 10.3 to our Current Report on Form 8-K, filed on August 21, 2015, File No. 001-10989.
 
 
 
 
 
10.7*

Ventas, Inc. 2004 Stock Plan for Directors, as amended.

Incorporated by reference herein. Previously filed as Exhibit 10.16.1 to our Annual Report on Form 10-K for the year ended December 31, 2004, filed on March 1, 2005, File No. 33-107942.





10.8.1*

Ventas, Inc. 2006 Incentive Plan, as amended.

Incorporated by reference herein. Previously filed as Exhibit 10.10.1 to our Annual Report on Form 10-K for the year ended December 31, 2008, filed on February 27, 2009, File No. 001-10989.





10.8.2*

Form of Stock Option Agreement—2006 Incentive Plan.

Incorporated by reference herein. Previously filed as Exhibit 10.15.2 to our Annual Report on Form 10-K for the year ended December 31, 2006, filed on February 22, 2007, File No. 001-10989.


 

 
10.8.3*

Form of Restricted Stock Agreement—2006 Incentive Plan.

Incorporated by reference herein. Previously filed as Exhibit 10.15.3 to our Annual Report on Form 10-K for the year ended December 31, 2006, filed on February 22, 2007, File No. 001-10989.





10.9.1*

Ventas, Inc. 2006 Stock Plan for Directors, as amended.

Incorporated by reference herein. Previously filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, filed on April 27, 2012, File No. 001-10989.


 

 
10.9.2*

Form of Stock Option Agreement—2006 Stock Plan for Directors.

Incorporated by reference herein. Previously filed as Exhibit 10.11.2 to our Annual Report on Form 10-K for the year ended December 31, 2008, filed on February 27, 2009, File No. 001-10989.





10.9.3*

Form of Amendment to Stock Option Agreement—2006 Stock Plan for Directors.

Incorporated by reference herein. Previously filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, filed on April 27, 2012, File No. 001-10989.





10.9.4*

Form of Restricted Stock Unit Agreement—2006 Stock Plan for Directors.

Incorporated by reference herein. Previously filed as Exhibit 10.11.4 to our Annual Report on Form 10-K for the year ended December 31, 2008, filed on February 27, 2009, File No. 001-10989.





10.10.1*

Ventas, Inc. 2012 Incentive Plan.

Incorporated by reference herein. Previously filed as Exhibit 10.1 to our Current Report on Form 8-K, filed on May 23, 2012, File No. 001-10989.





10.10.2*

Form of Stock Option Agreement (Employees) under the Ventas, Inc. 2012 Incentive Plan.

Incorporated by reference herein. Previously filed as Exhibit 10.6.2 to our Annual Report on Form 10-K for the year ended December 31, 2014, filed February 13, 2015, File No. 001-10989.






192


Exhibit
Number
 
Description of Document
 
Location of Document
10.10.3*

Form of Restricted Stock Agreement (Employees) under the Ventas, Inc. 2012 Incentive Plan.

Incorporated by reference herein. Previously filed as Exhibit 10.6.3 to our Annual Report on Form 10-K for the year ended December 31, 2014, filed on February 13, 2015, File No. 001-10989.





10.10.4*

Form of Stock Option Agreement (Directors) under the Ventas, Inc. 2012 Incentive Plan.

Incorporated by reference herein. Previously filed as Exhibit 10.4 to our Registration Form on S-8, filed on August 7, 2012, File No. 333-183121.





10.10.5*

Form of Restricted Stock Agreement (Directors) under the Ventas, Inc. 2012 Incentive Plan.

Incorporated by reference herein. Previously filed as Exhibit 10.5 to our Registration Form on S-8, filed on August 7, 2012, File No. 333-183121.





10.10.6*

Form of Restricted Stock Unit Agreement (Directors) under the Ventas, Inc. 2012 Incentive Plan.

Incorporated by reference herein. Previously filed as Exhibit 10.6 to our Registration Form on S-8, filed on August 7, 2012, File No. 333-183121.





10.11.1*

Ventas Executive Deferred Stock Compensation Plan, as amended.

Incorporated by reference herein. Previously filed as Exhibit 10.12.1 to our Annual Report on Form 10-K for the year ended December 31, 2008, filed on February 27, 2009, File No. 001-10989.





10.11.2*

Deferral Election Form under the Ventas Executive Deferred Stock Compensation Plan.

Incorporated by reference herein. Previously filed as Exhibit 10.12.2 to our Annual Report on Form 10-K for the year ended December 31, 2008, filed on February 27, 2009, File No. 001-10989.

 
 

 
10.12.1*

Ventas Nonemployee Directors’ Deferred Stock Compensation Plan, as amended.

Incorporated by reference herein. Previously filed as Exhibit 10.13.1 to our Annual Report on Form 10-K for the year ended December 31, 2008, filed on February 27, 2009, File No. 001-10989.





10.12.2*

Deferral Election Form under the Ventas Nonemployee Directors’ Deferred Stock Compensation Plan.

Incorporated by reference herein. Previously filed as Exhibit 10.13.2 to our Annual Report on Form 10-K for the year ended December 31, 2008, filed on February 27, 2009, File No. 001-10989.

 
 

 
10.13.1*

Nationwide Health Properties, Inc. 2005 Performance Incentive Plan.

Incorporated by reference herein. Previously filed as Appendix B to the Nationwide Health Properties, Inc. definitive Proxy Statement for the 2005 Annual Meeting, filed on March 24, 2005, File No. 001-09028.





10.13.2*

First Amendment to the Nationwide Health Properties, Inc. 2005 Performance Incentive Plan, dated October 28, 2008.

Incorporated by reference herein. Previously filed as Exhibit 10.1 to the Nationwide Health Properties, Inc. Current Report on Form 8-K, filed on November 3, 2008, File No. 001-09028.

 
 

 
10.14.1*

Nationwide Health Properties, Inc. Retirement Plan for Directors, as amended and restated on April 20, 2006.

Incorporated by reference herein. Previously filed as Exhibit 10.1 to the Nationwide Health Properties, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, filed on May 4, 2006, File No. 001-09028.

 
 

 
10.14.2*

Amendment dated October 28, 2008 to the Nationwide Health Properties, Inc. Retirement Plan for Directors, as amended and restated on April 20, 2006.

Incorporated by reference herein. Previously filed as Exhibit 10.9 to the Nationwide Health Properties, Inc. Current Report on Form 8-K, filed on November 3, 2008, File No. 001-09028.

 
 

 
10.15*

Second Amended and Restated Employment Agreement dated as of March 22, 2011 between Ventas, Inc. and Debra A. Cafaro.

Incorporated by reference herein. Previously filed as Exhibit 10.1 to our Current Report on Form 8-K, filed on March 24, 2011, File No. 001-10989.

 
 

 
10.16.1*

Employment Agreement dated as of July 31, 1998 between Ventas, Inc. and T. Richard Riney.

Incorporated by reference herein. Previously filed as Exhibit 10.15.2.1 to our Annual Report on Form 10-K for the year ended December 31, 2002, filed on February 26, 2003, File No. 001-10989.

 
 

 

193


Exhibit
Number
 
Description of Document
 
Location of Document
10.16.2*

Amendment dated as of September 30, 1999 to Employment Agreement between Ventas, Inc. and T. Richard Riney.

Incorporated by reference herein. Previously filed as Exhibit 10.15.2.2 to our Annual Report on Form 10-K for the year ended December 31, 2002, filed on February 26, 2003, File No. 001-10989.





10.16.3*

Amendment dated as of March 19, 2007 to Employment Agreement between Ventas, Inc. and T. Richard Riney.

Incorporated by reference herein. Previously filed as Exhibit 10.1 to our Current Report on Form 8-K, filed on March 23, 2007, File No. 001-10989.





10.16.4*

Amendment dated as of December 31, 2008 to Employment Agreement between Ventas, Inc. and T. Richard Riney.

Incorporated by reference herein. Previously filed as Exhibit 10.15.4 to our Annual Report on Form 10-K for the year ended December 31, 2008, filed on February 27, 2009, File No. 001-10989.





10.16.5*

Amended and Restated Change-in-Control Severance Agreement dated as of March 22, 2011 between Ventas, Inc. and T. Richard Riney.

Incorporated by reference herein. Previously filed as Exhibit 10.2 to our Current Report on Form 8-K, filed on March 24, 2011, File No. 001-10989.

 
 

 
10.17*

Employment Agreement dated as of June 22, 2010 between Ventas, Inc. and Todd W. Lillibridge.

Incorporated by reference herein. Previously filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, filed on July 30, 2010, File No. 001-10989.





10.18*

Employee Protection and Noncompetition Agreement dated as of October 21, 2013 between Ventas, Inc. and John D. Cobb.

Incorporated by reference herein. Previously filed as Exhibit 10.18 to our Annual Report on Form 10-K for the year ended December 31, 2013, filed on February 18, 2014, File No. 001-10989.

 
 

 
10.19.1*

Offer Letter dated September 16, 2014 from Ventas, Inc. to Robert F. Probst.

Incorporated by reference herein. Previously filed as Exhibit 10.1 to our Current Report on Form 8-K, filed on September 29, 2014, File No. 001-10989.

 
 

 
10.19.2*

Employee Protection and Noncompetition Agreement dated September 16, 2014 between Ventas, Inc. and Robert F. Probst.

Incorporated by reference herein. Previously filed as Exhibit 10.2 to our Current Report on Form 8-K, filed on September 29, 2014, File No. 001-10989.





10.20*

Employee Protection and Noncompetition Agreement dated June 17, 2015 between Ventas, Inc. and Todd W. Lillibridge.

Incorporated by reference herein. Previously filed as Exhibit 10.1 to our Current Report on Form 8-K, filed on June 23, 2015, File No. 001-10989.

 
 

 
10.21*

Ventas Employee and Director Stock Purchase Plan, as amended.

Incorporated by reference herein. Previously filed as Exhibit 10.18 to our Annual Report on Form 10-K for the year ended December 31, 2008, filed on February 27, 2009, File No. 001-10989.

 
 

 
12
 
Statement Regarding Computation of Ratios of Earnings to Fixed Charges.

Filed herewith.





21

Subsidiaries of Ventas, Inc.

Filed herewith.


 

 
23

Consent of KPMG LLP.

Filed herewith.





31.1

Certification of Debra A. Cafaro, Chairman and Chief Executive Officer, pursuant to Rule 13a-14(a) under the Exchange Act.

Filed herewith.





31.2

Certification of Robert F. Probst, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(a) under the Exchange Act.

Filed herewith.





32.1

Certification of Debra A. Cafaro, Chairman and Chief Executive Officer, pursuant to Rule 13a-14(b) under the Exchange Act and 18 U.S.C. 1350.

Filed herewith.





32.2

Certification of Robert F. Probst, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(b) under the Exchange Act and 18 U.S.C. 1350.

Filed herewith.





101

Interactive Data File.

Filed herewith.
* Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 15(b) of Form 10-K.

194


SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: February 13, 2017
 
 
VENTAS, INC.
 
 
 
 
 
 
By:
/s/ DEBRA A. CAFARO
 
 
 
Debra A. Cafaro
Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.


195


Signature
Title
Date
 
 
 
/s/ DEBRA A. CAFARO
Chairman and Chief Executive Officer (Principal Executive Officer)
February 13, 2017
Debra A. Cafaro
 
 
 
 
 
/s/ ROBERT F. PROBST
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
February 13, 2017
Robert F. Probst
 
 
 
 
 
/s/ GREGORY R. LIEBBE
Senior Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer)
February 13, 2017
Gregory R. Liebbe
 
 
 
 
 
/s/ MELODY C. BARNES
Director
February 13, 2017
Melody C. Barnes
 
 
 
 
 
/s/ JAY M. GELLERT
Director
February 13, 2017
Jay M. Gellert
 
 
 
 
 
/s/ RICHARD I. GILCHRIST
Director
February 13, 2017
Richard I. Gilchrist
 
 
 
 
 
/s/ MATTHEW J. LUSTIG
Director
February 13, 2017
Matthew J. Lustig
 
 
 
 
 
/s/ ROXANNE M. MARTINO
Director
February 13, 2017
Roxanne M. Martino
 
 
 
 
 
/s/ DOUGLAS M. PASQUALE
Director
February 13, 2017
Douglas M. Pasquale
 
 
 
 
 
/s/WALTER C. RAKOWICH
Director
February 13, 2017
Walter C. Rakowich
 
 
 
 
 
/s/ ROBERT D. REED
Director
February 13, 2017
Robert D. Reed
 
 
 
 
 
/s/ GLENN J. RUFRANO
Director
February 13, 2017
Glenn J. Rufrano
 
 
 
 
 
/s/ JAMES D. SHELTON
Director
February 13, 2017
James D. Shelton
 
 
 
 
 



196


EXHIBIT INDEX
Exhibit
Number
 
Description of Document
 
Location of Document
2.1
 
Separation and Distribution Agreement dated as of August 17, 2015 by and between Ventas, Inc. and Care Capital Properties, Inc.
 
Incorporated by reference herein. Previously filed as Exhibit 2.1 to our Current Report on Form 8-K, filed on August 21, 2015, File No. 001-10989.
 
 
 
 
 
3.1

Amended and Restated Certificate of Incorporation, as amended, of Ventas, Inc.

Incorporated by reference herein. Previously filed as Exhibit 3.1 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, filed on August 5, 2011, File No. 001-10989.


 

 
3.2

Fifth Amended and Restated Bylaws, as amended, of Ventas, Inc.

Incorporated by reference herein. Previously filed as Exhibit 3.2 to our Current Report on Form 8-K, filed on January 11, 2017, File No. 001-10989.


 

 
4.1

Specimen common stock certificate.

Incorporated by reference herein. Previously filed as Exhibit 4.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed on February 12, 2016, File No. 001-10989.





4.2

Indenture dated as of September 19, 2006 by and among Ventas, Inc., Ventas Realty, Limited Partnership and Ventas Capital Corporation, as Issuer(s), the Guarantors named therein, as Guarantors, and U.S. Bank National Association, as Trustee.

Incorporated by reference herein. Previously filed as Exhibit 4.9 to our Registration Statement on Form S-3, filed on April 7, 2006, File No. 333-133115.





4.3

Fourth Supplemental Indenture dated as of May 17, 2011 by and among Ventas Realty, Limited Partnership and Ventas Capital Corporation, as Issuers, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 4.750% Senior Notes due 2021.

Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on May 20, 2011, File No. 001-10989.





4.4

Fifth Supplemental Indenture dated as of February 10, 2012 by and among Ventas Realty, Limited Partnership and Ventas Capital Corporation, as Issuers, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 4.250% Senior Notes due 2022.

Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on February 14, 2012, File No. 001-10989.





4.5

Sixth Supplemental Indenture dated as of April 17, 2012 by and among Ventas Realty, Limited Partnership and Ventas Capital Corporation, as Issuers, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 4.000% Senior Notes due 2019.

Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on April 18, 2012, File No. 001-10989.





4.6

Seventh Supplemental Indenture dated as of August 3, 2012 by and among Ventas Realty, Limited Partnership and Ventas Capital Corporation, as Issuers, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 3.250% Senior Notes due 2022.

Incorporated by reference herein. Previously filed as Exhibit 4.1 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, filed on October 26, 2012, File No. 001-10989.





4.7

Eighth Supplemental Indenture dated as of December 13, 2012 by and among Ventas Realty, Limited Partnership and Ventas Capital Corporation, as Issuers, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 2.000% Senior Notes due 2018.

Incorporated by reference herein. Previously filed as Exhibit 4.3 to our Current Report on Form 8-K, filed on December 13, 2012, File No. 001-10989.





4.8

Ninth Supplemental Indenture dated as of March 7, 2013 by and among Ventas Realty, Limited Partnership and Ventas Capital Corporation, as Issuers, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 5.450% Senior Notes due 2043.

Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Registration Statement on Form 8-A, filed on March 7, 2013, File No. 001-10989.






197


Exhibit
Number
 
Description of Document
 
Location of Document
4.9

Tenth Supplemental Indenture dated as of March 19, 2013 by and among Ventas Realty, Limited Partnership and Ventas Capital Corporation, as Issuers, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 2.700% Senior Notes due 2020.

Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on March 19, 2013, File No. 001-10989.





4.10

Indenture dated as of September 26, 2013 by and among Ventas, Inc., Ventas Realty, Limited Partnership, as Issuer, the Guarantors named therein, as Guarantors, and U.S. Bank National Association, as Trustee.

Filed herewith.





4.11

Second Supplemental Indenture dated as of September 26, 2013 by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 5.700% Senior Notes due 2043.

Incorporated by reference herein. Previously filed as Exhibit 4.3 to our Current Report on Form 8-K, filed on September 26, 2013, File No. 001-10989.





4.12

Third Supplemental Indenture dated as of April 17, 2014 by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 1.250% Senior Notes due 2017.

Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on April 17, 2014, File No. 001-10989.





4.13

Fourth Supplemental Indenture dated as of April 17, 2014 by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 3.750% Senior Notes due 2024.

Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on April 17, 2014, File No. 001-10989.





4.14

Fifth Supplemental Indenture dated as of January 14, 2015 by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 3.500% Senior Notes due 2025.

Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on January 14, 2015, File No. 001-10989.





4.15

Sixth Supplemental Indenture dated as of January 14, 2015 by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 4.375% Senior Notes due 2045.

Incorporated by reference herein. Previously filed as Exhibit 4.3 to our Current Report on Form 8-K, filed on January 14, 2015, File No. 001-10989.





4.16

Indenture dated as of August 19, 1997 by and between Nationwide Health Properties, Inc. and The Bank of New York, as Trustee, relating to the 6.90% Series C Medium-Term Notes due 2037 and the 6.59% Series C Medium-Term Notes due 2038.

Incorporated by reference herein. Previously filed as Exhibit 1.2 to the Nationwide Health Properties, Inc. Current Report on Form 8-K, filed on August 19, 1997, File No. 001-09028.





4.17

Supplemental Indenture dated July 1, 2011 among Nationwide Health Properties, Inc., Needles Acquisition LLC, and The Bank of New York Mellon Trust Company, N.A., as successor Trustee, relating to the 6.90% Series C Medium-Term Notes due 2037 and the 6.59% Series C Medium-Term Notes due 2038.

Filed herewith.





4.18

Indenture dated as September 24, 2014 by and among Ventas, Inc., Ventas Canadian Finance Limited, the Guarantors parties thereto from time to time and Computershare Trust Company of Canada, as Trustee.

Incorporated by reference herein. Previously filed as Exhibit 4.1 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed on October 24, 2014, File No. 001-10989.





4.19

First Supplemental Indenture dated as of September 24, 2014 by and among Ventas Canada Finance Limited, as Issuer, Ventas, Inc., as Guarantor, and Computershare Trust Company of Canada, as Trustee, relating to the 3.00% Senior Notes, Series A due 2019.

Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed on October 24, 2014, File No. 001-10989.






198


Exhibit
Number
 
Description of Document
 
Location of Document
4.20

Second Supplemental Indenture dated as of September 24, 2014 by and among Ventas Canada Finance Limited, as Issuer, Ventas, Inc., as Guarantor, and Computershare Trust Company of Canada, as Trustee, relating to the 4.125% Senior Notes, Series B due 2024.

Incorporated by reference herein. Previously filed as Exhibit 4.3 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed on October 24, 2014, File No. 001-10989.





4.21

Third Supplemental Indenture dated as of January 13, 2015 by and among Ventas Canada Finance Limited, as Issuer, Ventas, Inc., as Guarantor, and Computershare Trust Company of Canada, as Trustee, relating to the 3.30% Senior Notes, Series C due 2022.

Incorporated by reference herein. Previously filed as Exhibit 4.24 to our Annual Report on Form 10-K for the year ended December 31, 2014, filed on February 13, 2015, File No. 001-10989.





4.22

Indenture dated as of July 16, 2015 by and among Ventas, Inc., Ventas Realty, Limited Partnership, as Issuer, the Guarantors named therein as Guarantors, and U.S. Bank National Association, as Trustee.

Incorporated by reference herein. Previously filed as Exhibit 4.1 to our Current Report on Form 8-K, filed on July 16, 2015, File No. 001-10989.





4.23

First Supplemental Indenture dated as of July 16, 2015 by and among Ventas Realty, Limited Partnership, as Issuer, Ventas Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 4.125% Senior Notes due 2026.

Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on July 16, 2015, File No. 001-10989.





4.24
 
Second Supplemental Indenture dated as of June 2, 2016 by and among Ventas Realty, Limited Partnership, as Issuer, Ventas Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 3.125% Senior Notes due 2023.
 
Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on June 2, 2016, File No. 001-10989.
 
 
 
 
 
4.25
 
Third Supplemental Indenture dated as of September 21, 2016 by and among Ventas Realty, Limited Partnership, as Issuer, Ventas Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 3.250% Senior Notes due 2026.
 
Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on September 21, 2016, File No. 001-10989.
 
 
 
 
 
10.1

First Amended and Restated Agreement of Limited Partnership of Ventas Realty, Limited Partnership.

Incorporated by reference herein. Previously filed as Exhibit 3.5 to our Registration Statement on Form S-4, as amended, filed on May 29, 2002, File No. 333-89312.





10.2

Amended and Restated Credit and Guaranty Agreement, dated as of December 9, 2013, among Ventas Realty, Limited Partnership, Ventas SSL Ontario II, Inc. and Ventas SSL Ontario III, Inc., as Borrowers, Ventas, Inc., as Guarantor, the Lenders identified therein, and Bank of America, N.A., as Administrative Agent, Swing Line Lender, L/C Issuer and Alternative Currency Fronting Lender.

Incorporated by reference herein. Previously filed as Exhibit 10.1 to our Current Report on Form 8-K, filed on December 11, 2013, File No. 001-10989.





10.4
 
Second Amendment and Joinder dated as of October 14, 2015 to that certain Amended and Restated Credit and Guaranty Agreement by and among Ventas Realty, Limited Partnership, Ventas Canada Finance Limited, Ventas UK Finance, Inc., Ventas Euro Finance, LLC, Ventas SSL Ontario II, Inc. and Ventas SSL Ontario III, Inc., as Borrowers, Ventas, Inc., as Guarantor, the Lenders identified therein, and Bank of America, N.A., as Administrative Agent, Swing Line Lender L/C Issuer and Alternative Currency Fronting Lender.
 
Incorporated by reference herein. Previously filed as Exhibit 10.1 to our Current Report on Form 8-K, filed on October 19, 2015, File No. 001-10989.
 
 
 
 
 
10.5
 
Tax Matters Agreement dated as of August 17, 2015 by and between Ventas, Inc. and Care Capital Properties, Inc.
 
Incorporated by reference herein. Previously filed as Exhibit 10.2 to our Current Report on Form 8-K, filed on August 21, 2015, File No. 001-10989.
 
 
 
 
 

199


Exhibit
Number
 
Description of Document
 
Location of Document
10.6
 
Employee Matters Agreement dated as of August 17, 2015 by and between Ventas, Inc. and Care Capital Properties, Inc.
 
Incorporated by reference herein. Previously filed as Exhibit 10.3 to our Current Report on Form 8-K, filed on August 21, 2015, File No. 001-10989.
 
 
 
 
 
10.7*

Ventas, Inc. 2004 Stock Plan for Directors, as amended.

Incorporated by reference herein. Previously filed as Exhibit 10.16.1 to our Annual Report on Form 10-K for the year ended December 31, 2004, filed on March 1, 2005, File No. 33-107942.





10.8.1*

Ventas, Inc. 2006 Incentive Plan, as amended.

Incorporated by reference herein. Previously filed as Exhibit 10.10.1 to our Annual Report on Form 10-K for the year ended December 31, 2008, filed on February 27, 2009, File No. 001-10989.





10.8.2*

Form of Stock Option Agreement—2006 Incentive Plan.

Incorporated by reference herein. Previously filed as Exhibit 10.15.2 to our Annual Report on Form 10-K for the year ended December 31, 2006, filed on February 22, 2007, File No. 001-10989.


 

 
10.8.3*

Form of Restricted Stock Agreement—2006 Incentive Plan.

Incorporated by reference herein. Previously filed as Exhibit 10.15.3 to our Annual Report on Form 10-K for the year ended December 31, 2006, filed on February 22, 2007, File No. 001-10989.





10.9.1*

Ventas, Inc. 2006 Stock Plan for Directors, as amended.

Incorporated by reference herein. Previously filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, filed on April 27, 2012, File No. 001-10989.


 

 
10.9.2*

Form of Stock Option Agreement—2006 Stock Plan for Directors.

Incorporated by reference herein. Previously filed as Exhibit 10.11.2 to our Annual Report on Form 10-K for the year ended December 31, 2008, filed on February 27, 2009, File No. 001-10989.





10.9.3*

Form of Amendment to Stock Option Agreement—2006 Stock Plan for Directors.

Incorporated by reference herein. Previously filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, filed on April 27, 2012, File No. 001-10989.





10.9.4*

Form of Restricted Stock Unit Agreement—2006 Stock Plan for Directors.

Incorporated by reference herein. Previously filed as Exhibit 10.11.4 to our Annual Report on Form 10-K for the year ended December 31, 2008, filed on February 27, 2009, File No. 001-10989.





10.10.1*

Ventas, Inc. 2012 Incentive Plan.

Incorporated by reference herein. Previously filed as Exhibit 10.1 to our Current Report on Form 8-K, filed on May 23, 2012, File No. 001-10989.





10.10.2*

Form of Stock Option Agreement (Employees) under the Ventas, Inc. 2012 Incentive Plan.

Incorporated by reference herein. Previously filed as Exhibit 10.6.2 to our Annual Report on Form 10-K for the year ended December 31, 2014, filed February 13, 2015, File No. 001-10989.





10.10.3*

Form of Restricted Stock Agreement (Employees) under the Ventas, Inc. 2012 Incentive Plan.

Incorporated by reference herein. Previously filed as Exhibit 10.6.3 to our Annual Report on Form 10-K for the year ended December 31, 2014, filed on February 13, 2015, File No. 001-10989.





10.10.4*

Form of Stock Option Agreement (Directors) under the Ventas, Inc. 2012 Incentive Plan.

Incorporated by reference herein. Previously filed as Exhibit 10.4 to our Registration Form on S-8, filed on August 7, 2012, File No. 333-183121.





10.10.5*

Form of Restricted Stock Agreement (Directors) under the Ventas, Inc. 2012 Incentive Plan.

Incorporated by reference herein. Previously filed as Exhibit 10.5 to our Registration Form on S-8, filed on August 7, 2012, File No. 333-183121.





10.10.6*

Form of Restricted Stock Unit Agreement (Directors) under the Ventas, Inc. 2012 Incentive Plan.

Incorporated by reference herein. Previously filed as Exhibit 10.6 to our Registration Form on S-8, filed on August 7, 2012, File No. 333-183121.






200


Exhibit
Number
 
Description of Document
 
Location of Document
10.11.1*

Ventas Executive Deferred Stock Compensation Plan, as amended.

Incorporated by reference herein. Previously filed as Exhibit 10.12.1 to our Annual Report on Form 10-K for the year ended December 31, 2008, filed on February 27, 2009, File No. 001-10989.





10.11.2*

Deferral Election Form under the Ventas Executive Deferred Stock Compensation Plan.

Incorporated by reference herein. Previously filed as Exhibit 10.12.2 to our Annual Report on Form 10-K for the year ended December 31, 2008, filed on February 27, 2009, File No. 001-10989.

 
 

 
10.12.1*

Ventas Nonemployee Directors’ Deferred Stock Compensation Plan, as amended.

Incorporated by reference herein. Previously filed as Exhibit 10.13.1 to our Annual Report on Form 10-K for the year ended December 31, 2008, filed on February 27, 2009, File No. 001-10989.





10.12.2*

Deferral Election Form under the Ventas Nonemployee Directors’ Deferred Stock Compensation Plan.

Incorporated by reference herein. Previously filed as Exhibit 10.13.2 to our Annual Report on Form 10-K for the year ended December 31, 2008, filed on February 27, 2009, File No. 001-10989.

 
 

 
10.13.1*

Nationwide Health Properties, Inc. 2005 Performance Incentive Plan.

Incorporated by reference herein. Previously filed as Appendix B to the Nationwide Health Properties, Inc. definitive Proxy Statement for the 2005 Annual Meeting, filed on March 24, 2005, File No. 001-09028.





10.13.2*

First Amendment to the Nationwide Health Properties, Inc. 2005 Performance Incentive Plan, dated October 28, 2008.

Incorporated by reference herein. Previously filed as Exhibit 10.1 to the Nationwide Health Properties, Inc. Current Report on Form 8-K, filed on November 3, 2008, File No. 001-09028.

 
 

 
10.14.1*

Nationwide Health Properties, Inc. Retirement Plan for Directors, as amended and restated on April 20, 2006.

Incorporated by reference herein. Previously filed as Exhibit 10.1 to the Nationwide Health Properties, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, filed on May 4, 2006, File No. 001-09028.

 
 

 
10.14.2*

Amendment dated October 28, 2008 to the Nationwide Health Properties, Inc. Retirement Plan for Directors, as amended and restated on April 20, 2006.

Incorporated by reference herein. Previously filed as Exhibit 10.9 to the Nationwide Health Properties, Inc. Current Report on Form 8-K, filed on November 3, 2008, File No. 001-09028.

 
 

 
10.15*

Second Amended and Restated Employment Agreement dated as of March 22, 2011 between Ventas, Inc. and Debra A. Cafaro.

Incorporated by reference herein. Previously filed as Exhibit 10.1 to our Current Report on Form 8-K, filed on March 24, 2011, File No. 001-10989.

 
 

 
10.16.1*

Employment Agreement dated as of July 31, 1998 between Ventas, Inc. and T. Richard Riney.

Incorporated by reference herein. Previously filed as Exhibit 10.15.2.1 to our Annual Report on Form 10-K for the year ended December 31, 2002, filed on February 26, 2003, File No. 001-10989.

 
 

 
10.16.2*

Amendment dated as of September 30, 1999 to Employment Agreement between Ventas, Inc. and T. Richard Riney.

Incorporated by reference herein. Previously filed as Exhibit 10.15.2.2 to our Annual Report on Form 10-K for the year ended December 31, 2002, filed on February 26, 2003, File No. 001-10989.





10.16.3*

Amendment dated as of March 19, 2007 to Employment Agreement between Ventas, Inc. and T. Richard Riney.

Incorporated by reference herein. Previously filed as Exhibit 10.1 to our Current Report on Form 8-K, filed on March 23, 2007, File No. 001-10989.





10.16.4*

Amendment dated as of December 31, 2008 to Employment Agreement between Ventas, Inc. and T. Richard Riney.

Incorporated by reference herein. Previously filed as Exhibit 10.15.4 to our Annual Report on Form 10-K for the year ended December 31, 2008, filed on February 27, 2009, File No. 001-10989.





10.16.5*

Amended and Restated Change-in-Control Severance Agreement dated as of March 22, 2011 between Ventas, Inc. and T. Richard Riney.

Incorporated by reference herein. Previously filed as Exhibit 10.2 to our Current Report on Form 8-K, filed on March 24, 2011, File No. 001-10989.

 
 

 

201


Exhibit
Number
 
Description of Document
 
Location of Document
10.17*

Employment Agreement dated as of June 22, 2010 between Ventas, Inc. and Todd W. Lillibridge.

Incorporated by reference herein. Previously filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, filed on July 30, 2010, File No. 001-10989.





10.18*

Employee Protection and Noncompetition Agreement dated as of October 21, 2013 between Ventas, Inc. and John D. Cobb.

Incorporated by reference herein. Previously filed as Exhibit 10.18 to our Annual Report on Form 10-K for the year ended December 31, 2013, filed on February 18, 2014, File No. 001-10989.

 
 

 
10.19.1*

Offer Letter dated September 16, 2014 from Ventas, Inc. to Robert F. Probst.

Incorporated by reference herein. Previously filed as Exhibit 10.1 to our Current Report on Form 8-K, filed on September 29, 2014, File No. 001-10989.

 
 

 
10.19.2*

Employee Protection and Noncompetition Agreement dated September 16, 2014 between Ventas, Inc. and Robert F. Probst.

Incorporated by reference herein. Previously filed as Exhibit 10.2 to our Current Report on Form 8-K, filed on September 29, 2014, File No. 001-10989.





10.20*

Employee Protection and Noncompetition Agreement dated June 17, 2015 between Ventas, Inc. and Todd W. Lillibridge.

Incorporated by reference herein. Previously filed as Exhibit 10.1 to our Current Report on Form 8-K, filed on June 23, 2015, File No. 001-10989.

 
 

 
10.21*

Ventas Employee and Director Stock Purchase Plan, as amended.

Incorporated by reference herein. Previously filed as Exhibit 10.18 to our Annual Report on Form 10-K for the year ended December 31, 2008, filed on February 27, 2009, File No. 001-10989.

 
 

 
12
 
Statement Regarding Computation of Ratios of Earnings to Fixed Charges.

Filed herewith.





21

Subsidiaries of Ventas, Inc.

Filed herewith.


 

 
23

Consent of KPMG LLP.

Filed herewith.





31.1

Certification of Debra A. Cafaro, Chairman and Chief Executive Officer, pursuant to Rule 13a-14(a) under the Exchange Act.

Filed herewith.





31.2

Certification of Robert F. Probst, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(a) under the Exchange Act.

Filed herewith.





32.1

Certification of Debra A. Cafaro, Chairman and Chief Executive Officer, pursuant to Rule 13a-14(b) under the Exchange Act and 18 U.S.C. 1350.

Filed herewith.





32.2

Certification of Robert F. Probst, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(b) under the Exchange Act and 18 U.S.C. 1350.

Filed herewith.





101

Interactive Data File.

Filed herewith.
* Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 15(b) of Form 10-K.


202



ITEM 16.    Form 10-K Summary
None.


203