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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, 20162019
OR
¨☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE TRANSITION PERIOD FROM 
For the transition period from            toTO 
Commission File Number file number: 1-10989
 
VENTAS, INC.Ventas, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
61-1055020
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer Identification No.)
353 N. Clark Street, Suite 3300
Chicago, Illinois
United States
(Address of Principal Executive Offices)
60654(Zip Code)
Not Applicable877 483-6827
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report) 
61-1055020(Registrant’s Telephone Number, Including Area Code)
(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:
TitleTrading symbol:Class of Each ClassCommon Stock: Name of Each Exchangeexchange on Which Registeredwhich registered:
VTRCommon Stock, $0.25 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 Registrantregistrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yesx    No ¨
Indicate by check mark if the Registrantregistrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes¨ Nox
Indicate by check mark whether the Registrantregistrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrantregistrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yesx    No ¨
Indicate by check mark whether the Registrantregistrant 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 Registrantregistrant was required to submit and post such files). Yesx    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 Registrantregistrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer”filer,” “smaller reporting company” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act.Act
Large accelerated filer
x
Accelerated filer ¨
 
AcceleratedNon-accelerated filer¨

☐
Non-accelerated filer ¨
 (Do not check if a smaller reporting company)
Smaller reporting company ¨
☐Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
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’sregistrant’s common stock held by non-affiliates of the Registrantregistrant on June 30, 2016,28, 2019, based on a closing price of the common stock of $72.82$68.35 as reported on the New York Stock Exchange, was $21.1$25.1 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, 354,623,00817, 2020, there were 372,860,471 shares of the Registrant’sregistrant’s common stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’sregistrant’s definitive Proxy Statement for the Annual Meeting of Stockholders to be held on May 18, 201719, 2020 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;factors, including the potential phasing out of London Inter-bank Offered Rate (“LIBOR”) after 2021;

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;


i

Final determination of our taxable net income for the year ended December 31, 20162019 and for the year ending December 31, 2017;2020;

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 damage to our properties from catastrophic weather and other natural events and the physical effects of climate change; 

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.


ii

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. Kindred Healthcare, LLC (formerly Kindred Healthcare, Inc., together with its subsidiaries, “Kindred”) is not currently subject to the reporting requirements of the SEC, but was subject to such reporting requirements prior to the closing of its acquisition by a consortium of TPG Capital (“TPG”), Welsh, Carson, Anderson & Stowe (“WCAS”) and Humana, Inc. in July 2018. 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.

Kindred, 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 Kindred, 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 Kindred, 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.


iiiii


TABLE OF CONTENTS


PART I
Item 1.
Business
1
Item 1A.
Risk Factors
Risk Factors13
Item 1B.
Unresolved Staff Comments
2431
Item 2.
Properties
32
Item 3.
Legal Proceedings
34
Item 4.
Mine Safety Disclosures
34
Item 1B.
Unresolved Staff Comments
39PART II
Item 2.
5.
Properties
40
Item 3.
Legal Proceedings
42
Item 4.
Mine Safety Disclosures
42
PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
4335
Item 6.
Selected Financial Data
Selected Financial Data
4637
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
4738
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
7962
Item 8.
Financial Statements and Supplementary Data
8063
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
186158
Item 9A.
Controls and Procedures
158
Item 9B.
Other Information
158
Item 9A.
Controls and Procedures
186PART III
Item 9B.
10.
Other Information
186
PART III
Item 10.
Directors, Executive Officers and Corporate Governance
186158
Item 11.
Executive Compensation
Executive Compensation
186158
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
186158
Item 13.
Certain Relationships and Related Transactions, and Director Independence
187158
Item 14.
Principal Accountant Fees and Services
187159
PART IV
Item 15.
Exhibits and Financial Statement Schedules
188160
Item 16.
Form 10-K Summary
168




iiiiv


PART I


ITEM 1.    Business

BUSINESS

Overview


Ventas, Inc., an S&P 500 company, is a REITreal estate investment trust (“REIT”) with a highly diversified portfolio of seniors housing, research and innovation, and healthcare properties located throughout the United States, Canada and the United Kingdom. As of December 31, 2016,2019, we owned approximately 1,3001,200 properties (including properties owned through investments in unconsolidated entities and properties classified as held for sale), consisting of seniors housing communities, MOBs, life sciencemedical office buildings (“MOBs”), research and innovation centers, skilled nursinginpatient rehabilitation facilities specialty hospitals(“IRFs”) and generallong-term acute care hospitals,facilities (“LTACs”), and wehealth systems. We had six22 properties under development, including one propertyfour properties that isare owned by an unconsolidated real estate entity.entities. Our company was originally founded in 1983 and is currently headquartered in Chicago, Illinois.


We primarily invest in seniors housing, research and innovation, and healthcare properties through acquisitions and lease our properties to unaffiliated tenants or operate them through independent third-party managers.

As of December 31, 2016,2019, we leased a total of 549412 properties (excluding MOBs and 33 properties owned through investments in unconsolidated entities)within our office operations reportable business segment) 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,expenditures. Our three largest tenants, Brookdale Senior Living Inc. (together with its subsidiaries, “Brookdale Senior Living”), Ardent Health Partners, LLC (together with its subsidiaries, “Ardent”) and Kindred Healthcare, LLC (formerly Kindred Healthcare, Inc., together with its subsidiaries, “Kindred”) leased from us 122 properties (excluding two properties managed by Brookdale Senior Living pursuant to long-term management agreements), 11 properties and 32 properties, respectively, as of December 31, 2019.

As of December 31, 2019, pursuant to long-term management agreements, we engaged independent operators, such as Atria Senior Living, Inc. (“Atria”) and Sunrise Senior Living, LLC (together with its subsidiaries, “Sunrise”) to manage 298406 seniors housing communities (excluding one property owned through investments in unconsolidated entities) for us pursuant to long-term management agreements.us.


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 othernon-mortgage loans and other 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,POLICIES” and “NOTE 19—SEGMENT INFORMATION,” 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.



Maintaining a Balanced, Diversified Portfolio of High-Quality Assets


We believe that maintaining a balanced portfolio of high-quality assets diversified by investment type, geographic location, asset type, tenant/tenant or 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.


20162019 Highlights and Other Recent Developments


Investments and Dispositions


In September 2016,June 2019, 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 provideprovided new secured debt financing in the amount of $700.0$490 million to a subsidiarycertain subsidiaries of Ardent to facilitate Ardent’s acquisition of LHP Hospital Group,Colony Capital, Inc. (“LHP”). The loan (the “Loan”London Inter-bank Offered Rate (“LIBOR”) based debt financing has a five-year term and is LIBOR-based(inclusive of three one-year extension options). In connection with this transaction, our previous secured loan to certain subsidiaries of Colony Capital, Inc. of $282 million was paid in full.

In September 2019, we acquired an initial87% interest rate of approximately 8.0% and is guaranteed by Ardent’s parent company. Ardent will also receivein 34 Canadian seniors housing communities (including five in-process developments) valued at $1.8 billion through an equity contribution from its majority owner,partnership (the “LGM Acquisition”) with Le Groupe Maurice (“LGM”).  The portfolio continues to be managed by LGM.  We also have rights to fund and own all additional developments under 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.exclusive pipeline agreement with LGM.


During 2016,2019, we made a $140.0 million secured mezzanine loan investment relating to Class A life sciencesalso acquired four properties in California and Massachusetts, that hasone vacant land parcel for an annual interest rateaggregate purchase price of 9.95%, and we acquired two MOBs, one triple-net leased seniors housing asset and other investments for approximately $42.3$237.0 million.


During the year ended December 31, 2016,2019, we sold 29 triple-net leased24 properties and our leasehold interest in one seniors housing community included in our senior living operations reportable business segment and six MOBsvacant land parcel for aggregate consideration of $300.8 million. We$147.5 million and recognized a gain on the sales of these assets of $98.2 million (net$26.0 million.

Liquidity and Capital

In January 2019, we established an unsecured commercial paper program. Under the terms of taxes).the program, we may issue from time to time unsecured commercial paper notes up to a maximum aggregate amount outstanding at any time of $1.0 billion.


During 2016,2019, we received(a) repaid or redeemed $1.7 billion aggregate proceedsprincipal then outstanding of $309.0our senior notes with a weighted average coupon of 3.7% and maturities between 2019 and 2043; (b) repaid $100.0 million in final repayment of three secured loans receivable and partial repayment of one secured loan receivable and recognized gains of $9.6 millionthe balance outstanding on the repayment of these loans receivable.$300.0 million unsecured term loan that matures in 2023; and (c) repaid in full the $600.0 million unsecured term loan that was set to mature in 2024.

Capital and Dividends


During 2016,2019, we (a) entered into a new C$500 million unsecured term loan facility priced at Canadian Dollar Offered Rate (“CDOR”) plus 0.90% that matures in 2025; (b) issued a total of $2.3 billion of senior notes with a fixed coupon of 3.2% and maturities between 2024 and 2049; and (c) issued C$300 million floating rate senior notes maturing in 2021.

During 2019, we sold 18.9an aggregate of 15.4 million shares of common stock under both a registered public offering and 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 totalaverage gross 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$63.45 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 investmentsincluding construction in unconsolidated entities)progress, as of and for the year ended December 31, 2016:2019:
      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%
      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 734
 70,633
 $18,192,047 63.1% $257.6
 $2,618,601 67.8%
MOBs(3)
 347
 19,863,529
 5,709,478
 19.8
 0.3
 593,730
 15.3
Research and innovation centers 34
 6,300,841
 2,409,541
 8.4
 0.4
 253,488
 6.5
IRFs and LTACs 37
 3,106
 459,535
 1.6
 148.0
 160,658
 4.1
Health systems 12
 2,064
 1,517,814
 5.3
 735.4
 117,496
 3.0
SNFs 16
 1,732
 201,700
 0.7
 116.5
 23,845
 0.6
Development properties and other 18
   326,985
 1.1
      
Total real estate investments, at cost 1,198
   $28,817,100
 100.0%   

 

Income from loans and investments           89,201
 2.3
Interest and other income  
  
   

  
 10,984
 0.3
Revenues related to assets classified as held for sale 15
         4,747
 0.1
Total revenues  
  
 

 

  
 $3,872,750
 100.0%

(1) 
As of December 31, 2016,2019, we also owned 21five seniors housing communities 13 skilled nursing facilities and five MOBsone MOB through investments in unconsolidated entities. Our consolidated properties were located in 4645 states, the District of Columbia, seven Canadian provinces and the United Kingdom and excluding MOBs, were operated or managed by 9485 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).
companies.

(2) 
Seniors housing communities are generally measured in units; MOBs and life scienceresearch and innovation centers are measured by square footage; and IRFs and LTACs, health systems and skilled nursing facilities specialty hospitals and general acute care hospitals(“SNFs”) are generally measured by licensed bed count.
(3) 
As of December 31, 2016,2019, we leased 6763 of our consolidated MOBs pursuant to triple-net leases, Lillibridge or PMBRES managed 279273 of our consolidated MOBs and 1911 of our consolidated MOBs were managed by eightsix unaffiliated managers. Through Lillibridge, and PMBRES, we also provided management and leasing services for 9074 MOBs owned by third parties as of December 31, 2016.2019.


Seniors Housing and Healthcare Properties


As of December 31, 2016,2019, we owned a total of 1,2741,201 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 communities731
 13
 21
 765
MOBs332
 33
 5
 370
Life science and innovation centers15
 8
 —
 23
Skilled nursing facilities53
 —
 13
 66
Specialty hospitals37
 1
 —
 38
General acute care hospitals12
 —
 —
 12
Total1,180
 55
 39
 1,274
 
Consolidated
(100% interest)
 
Consolidated
(<100% interest)
 
Unconsolidated
(25% interest)
 Total
Seniors housing communities710
 38
 5
 753
MOBs313
 35
 1
 349
Research and innovation centers22
 12
 —
 34
IRFs and LTACs

36
 1
 —
 37
Health systems12
 —
 —
 12
SNFs16
 —
 —
 16
Total1,109
 86
 6
 1,201
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 and through close coordination with the resident’s physician and skilled nursing facilities.SNFs. 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, 2016,2019, we owned or managed for third parties approximately 2421 million square feet of MOBs that are predominantly located on or near an acute care hospital campus.a health system.
Life Science
Research and Innovation Centers

Our life scienceresearch 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 scienceresearch and innovation 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 scienceresearch and innovation center 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 scienceresearch 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.


Skilled NursingInpatient Rehabilitation and Long-term Acute Care 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 ourWe have 29 properties that 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 hospitalsIRFs 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
Health Systems

We have 12 of our properties that are operated as general acute care hospitals. General acute care hospitalshealth systems. Health systems provide medical and surgical services, including inpatient care, intensive care, cardiac care, diagnostic services and emergency services. These hospitalshealth systems also provide outpatient services such as outpatient surgery, laboratory, radiology, respiratory therapy, cardiology and physical therapy. In the United States, these hospitalshealth systems 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.

Skilled Nursing Facilities

We have 16 properties that are operated as SNFs. SNFs 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.


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 continuing 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, 2016.2019.

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 York302,348
 8.8
 
Texas215,370
 6.3
 
Illinois167,907
 4.9
 
Florida153,566
 4.5
 
Pennsylvania128,937
 3.7
 
Georgia121,372
 3.5
 
Arizona107,160
 3.1
 
New Jersey94,678
 2.7
 
Connecticut91,712
 2.7
 
Other (36 states and the District of Columbia)1,212,893
 35.1
 
Total U.S3,122,331
 90.6% 
Canada (7 provinces)174,813
 5.1
 
United Kingdom26,338
 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 York117,120
 5.9
Texas140,898
 7.0
Illinois106,831
 5.3
Florida90,742
 4.5
Pennsylvania69,155
 3.5
Indiana58,181
 2.9
Arizona57,519
 2.9
North Carolina54,755
 2.7
New Mexico51,744
 2.6
Other (36 states and the District of Columbia)867,261
 43.4
Total U.S1,890,353
 94.5%
Canada (7 provinces)83,882
 4.2
United Kingdom26,338
 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.”

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, 2016,2019, we had $754.6 million$1.0 billion 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, 2016,2019, we had six22 properties under development pursuant to these agreements, including one propertyfour properties that isare owned by anthrough unconsolidated real estate entity.entities. 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 onoperate through three reportable business segments: triple-net leased properties;properties, senior living operations;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. WeOur chief operating decision makers evaluate performance of the combined properties in each reportable business segment and determine how to allocate resources to these segments, in significant part, 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, 20162019 (excluding properties classified as held for sale and properties owned by investments in unconsolidated entities as of December 31, 2016)2019):
Number of
Properties Leased
or Managed
 
Percent of Total Real Estate Investments (1)
 Percent of Total Revenues Percent of NOI
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%401
 43.4% 55.8% 31.1%
Brookdale Senior Living (3)(2)
140
 8.1
 4.8
 8.3
121
 7.7
 4.7
 8.7
Ardent11
 4.7
 3.1
 5.8
Kindred69
 1.8
 5.4
 9.2
32
 1.0
 3.3
 6.3
Ardent10
 5.1
 3.1
 5.3


(1)Based on gross book value.
(2)Excludes one property owned through investments in unconsolidated entities.
(3)Excludes sixtwo properties owned through investments in unconsolidated entities and one property managed by Brookdale Senior Living pursuant to a long-term management agreement.agreements and included in the senior living operations reportable business segment.

Triple-Net Leased Properties

Each of our leases with Brookdale Senior Living, KindredArdent and ArdentKindred 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, KindredArdent and ArdentKindred 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, KindredArdent and ArdentKindred accounted for a significant portion of our triple-net leased properties segment revenues and NOI for the year ended December 31, 2016.2019. If any of Brookdale Senior Living, KindredArdent or ArdentKindred 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, KindredArdent and ArdentKindred 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, KindredArdent or ArdentKindred to do so could have a material adverse effect on our business, financial condition, results of operations orand liquidity, and 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, KindredArdent and ArdentKindred 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“Risk Factors—Risks Arising from Our Business—Our leases and other agreements with Brookdale Senior Living, KindredArdent and ArdentKindred account for a significant portion of our triple-net leased properties segment revenues and operating income; Anyany failure, inability or unwillingness by Brookdale Senior Living, KindredArdent or ArdentKindred to satisfy its obligations under our agreements could have a Material Adverse Effect on us”us” included in Part I, Item 1A of this Annual Report on Form 10-K.

Brookdale Senior Living Leases

As of December 31, 2016,2019, we leased 140121 consolidated properties (excluding sixtwo properties owned through investments in unconsolidated entities and one property managed by Brookdale Senior Living pursuant to a long-term management agreement)agreements and included in the senior living operations reportable business segment) to Brookdale Senior Living pursuant to multiple lease agreements.Living.

Pursuant to our lease agreements,agreement, 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, 2016,2019, the aggregate 20172020 contractual cash rent due to us from Brookdale Senior Living, excluding variable interest that Brookdale Senior Living is obligatedincluding a reduction for an annual rent credit equal to pay as additional rent based on certain floating rate mortgage debt,$7.0 million, was approximately $178.8$182.8 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.$184.1 million.
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, 2016,2019, we leased ten hospital campuses10 properties (excluding one MOB leased to Ardent under a separate lease) to Ardent pursuant to a single, triple-net master lease agreement. Pursuant toPer 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 indexConsumer Price Index (“CPI”) 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, 2016,2019, the aggregate 20172020 contractual cash rent due to us from Ardent was approximately $109.2$120.9 million, and the current aggregate contractual base rent (computed in accordance with GAAP) due to us from Ardent was also approximately $109.2$120.9 million.

Our 9.8% ownership interest in Ardent entitles us to customary rights and minority protections, as well as the right to appoint one of 11 members on the Ardent Board of Directors.

Kindred Master Leases

As of December 31, 2019, we leased 29 properties to Kindred pursuant to a master lease agreement. 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 some cases, upon the satisfaction of specified facility revenue parameters. The annual rent escalator under the Kindred master lease for 25 properties is based on year-over-year changes in CPI, subject to a floor and cap, and is 2.7% for four properties. As of December 31, 2019, the aggregate 2020 contractual cash rent due to us from Kindred was approximately $127.4 million, and the current aggregate contractual base rent (computed in accordance with GAAP) due to us from Kindred was approximately $129.4 million. 

Senior Living Operations

As of December 31, 2016,2019, Atria and Sunrise, collectively, provided comprehensive property management and accounting services with respect to 266260 consolidated 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. Mostagreements with us. Under these management agreements, the operators receive annual base management fees ranging from 4.5% to 7% of ourrevenues generated by the applicable properties and, in some cases, additional management fees based on the achievement of specified performance targets. Our management agreements with Atria have initial terms expiring either July 31,between 2024 or December 31,and 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 2004expiring between 2030 and as recently as 2012). The management fees payable to Sunrise under the Sunrise2038. In some cases, our 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.include renewal provisions.

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, to provide accurate property-level financials results 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. Although we have various rights as the property owner under our management agreements, including various rights to terminate and exercise remedies under thosethe 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; Adverseadverse developments in Atria’s orand Sunrise’s business and affairs or financial condition could have a Material Adverse Effect on us”us” and “—We have rights to terminate our management agreements with Atria and Sunrise in whole or with respect to certainspecific properties under certain circumstances, and we may be unable to replace Atria or Sunrise if our management agreements are terminated or not renewed”renewed” included in Part I, Item 1A of this Annual Report on Form 10-K.

Our 34% ownership interest in Atria entitles us to certaincustomary 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 ofongoing 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 unsuccessful or fail to meet our expectations”successful in identifying and consummating these transactions” included in Part I, 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 facilitySNF and hospitalhealth systems 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”enforcement” and “—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”us” included in Part I, Item 1A of this Annual Report on Form 10-K.


Employees

As of December 31, 2016,2019, we had 493516 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 controlnone 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 employeeswhich is subject to a collective bargaining agreement, other than those employees in the Canadian seniors housing communities managed by Sunrise or Atria.agreement. 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.properties.

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 or research and innovation center, 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

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. Healthcare is a highly regulated industry and that trend will, in general, continue in the future. 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.
A shift toward less comprehensive health coverage facilitated by current presidential election, coupledadministration regulation and new Medicaid waiver programs has the potential to reduce the number of people with a Republican-controlled Congress, makes the repeal ofhealth insurance coverage. Additionally, coverage expansions via the Affordable Care Act (“ACA”(the “ACA”) through Medicaid expansion and health insurance exchanges may be scaled back by litigation that may strike some or all of the ACA, or waiver programs that reduce the number of people with Medicaid in a possibility. given state.Beyond this, significant changes to commercial health insurance and government sponsored insurance (i.e. Medicare and Medicaid are allMedicaid) remain possible. GovernmentCommercial and 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 imposecontinue imposing greater discounts and more stringent cost controls upon operators, (throughthrough 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).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 hospitalsinpatient rehabilitation and long-term acute care facilities, health systems and skilled nursing facilities (collectively “healthcare 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 nursinghealthcare 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 nursinghealthcare facilities are subject to state CONcertificate of need (“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 nursinghealthcare facilities, seniors housing communities (other than those that receive

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 politicalRepublican leadership. The temporary and experimental nature of these programs means that states will also continue to adjust their licensing and certification processes which maymight result in some of our operatorsproviders facing increased competition and others facing new requirements.

Fraud and Abuse Enforcement
Skilled nursing
Healthcare facilities hospitals and seniorseniors 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 theymany of the laws and regulations 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
The current presidential administration has signaled it will expand on thesecurrent efforts butto enforce healthcare fraud and abuse laws by increasing funding for the Health Care Fraud and Abuse Control program. Additionally, government officials within HHS and the U.S. Department of Justice have stated that they will make it is likely that states willa high priority to prosecute fraud and abuse in federal claims. Further, many state Medicaid programs continue to devote additional resources to Medicaid fraud, waste, and abuse initiatives. Medicaid reform plans maymight include lowering the growth rate of Medicaid spending, which will put pressure on states to exert greater scrutiny over the utilization of services. It is likely that states will have increased flexibility and incentive to monitor utilization patterns and take action against outlier providers.


Medicare’s fraud, waste, and abuse initiatives continue to be refined and refocused. Moratoria on new home health providers obtaining Medicare provider status and higher fees for labs show that the federal government will also likely be retooled duringtake actions to contain the new presidential administration. A backlognumber of provider appealsproviders that can bill Medicare in responseareas where wasteful billing is believed to Medicare audits may requireexist. The current administration has proposed expanding the Centers for Medicare and Medicaid Services (“CMS”) to consider more expedited and conservativeextrapolated methods for determining recovery amounts. Theof the Recovery Audit Contractor program, which has recovered more than $2 billion for the Medicare program, continues to be controversial andinto the Medicare Advantage program. Further expansion of these larger finding audits may be modified underimplemented in 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.future.

Reimbursement

The majority of skilled nursing facilitiesSNF reimbursement, and a significant percentage of hospitalhealth system, IRF and LTAC 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.SNFs. 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.
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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 ACA was nearly repealed in 2017 and the current presidential administration continues to promulgate regulations to encourage the purchase of less comprehensive forms of health insurance for individuals and families unable to purchase health insurance on their own. In addition, the continued litigation regarding Texas v Azar may result in some or all of the ACA being invalidated. Such a determination could leave uninsured the roughly twenty million people currently covered by health insurance exchange qualified plans or by Medicaid expansion.


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 facilitatesSNFs 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.SNF. These Medicaid waiver programs are subject to re-approval and pilots are time-limited. The newcurrent presidential administration is not necessarily opposed to these efforts, but is committed to giving states greater control of their Medicaid programs. The current administration has also approved several community engagement waivers that, based on the first implemented waiver in Arkansas, may be generally supportiveresult in tens thousands of people losing Medicaid coverage. The results of these programs, but it is nonetheless likely that particular initiatives will gainreforms could be the modification or lose favor,curtailment of a number of existing pilots and certain current initiatives might come to an end or be modified.the number of people covered by Medicaid.


CMS is currently in the midst of transitioning Medicare from a traditional fee for servicefee-for-service reimbursement model to capitated value-based, and bundled paymentvalue-based 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 eight10 million Medicare beneficiaries now receive care via accountable care organizations, and another 1821 million are enrolled in Medicare Advantage health plans. The continued trend toward capitated and value-based and bundled payment approaches - particularly Medicare Advantage, which is expected to grow under the current presidential administration - has the potential to diminish the market for certain healthcare providers, particularly specialist physicians and providers of particular diagnostic technologies such as 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 (MACRA) 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

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


In 2019, federal regulators took a number of steps that could impact the operation of SNFs. For example, the federal government now publicly posts a large number of SNFs that are suspected of providing substandard care. A regulation proposed at the end of 2019, if finalized as proposed, would curb state provider taxes and fees that leverage the federal Medicaid match to deliver greater net funding to institutional provider such as SNFs. Moves to further regulate SNFs in 2020 are possible.

For the year ended December 31, 2016,2019, approximately 9.2%7.3% of our total revenues and 15.0%13.3% of our total NOI (in each case excluding amounts in discontinued operations) were attributable to skilled nursingacute and post-acute healthcare 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
Research and Innovation Centers

In 2016, we entered the life scienceresearch and innovation sector (“life science”) through the Life Sciences Acquisition.acquisitions of substantially all of the university affiliated research and innovation real estate assets of Wexford Science & Technology, LLC from affiliates of Blackstone Real Estate Partners VIII, L.P. The life scienceresearch and innovation tenants of these assets are largely university-affiliated organizations. These university-affiliated life scienceresearch and innovation 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 scienceresearch and innovation industry face high levels of regulation, expense and uncertainty.

Some of our research and innovation tenants require significant outlays of funds for the research, development and clinical testing of their products and technologies. If private investors, the federal government or other sources of funding are unavailable to support such activities, a tenant’s research and innovation operation may be adversely affected or fail. Further, the research, development, clinical testing, manufacture and marketing of some of our tenants’ products requires federal, state and foreign regulatory approvals which may be costly or difficult to obtain. Even after a research and innovation tenant gains regulatory approval and market acceptance for a product, the product may still present significant regulatory and liability risks, including, among others, the possible later discovery of safety concerns, competition from new products and the expiration of patent protection for the product. Our tenants with marketable products may be adversely affected by healthcare reform and government reimbursement policies, including changes under the current presidential administration or by private healthcare payors. Likewise, our tenants may be unable to adequately protect their intellectual property under patent, copyright or trade secret laws. If our research and innovation 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.

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 Part I, 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 20162019 and do not expect that we will be required to make any such material capital expenditures during 2017.2020.    

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.


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.

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.

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.

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

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

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.

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.

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

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.


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 orand Sunrise’s business and affairs or financial condition could have a Material Adverse Effect on us.us.

As of December 31, 2016,2019, Atria and Sunrise, collectively, managed 266260 of our consolidated 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.operations. 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 orand 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, KindredArdent and ArdentKindred account for a significant portion of our revenues and operating income; any failure, inability or unwillingness by Brookdale Senior Living, KindredArdent or ArdentKindred to satisfy its obligations under our agreements could have a Material Adverse Effect on us.us.

The properties we lease and loans we make to Brookdale Senior Living, KindredArdent and ArdentKindred account for a significant portion of our revenues and NOI, and we depend on Brookdale Senior Living, KindredArdent and ArdentKindred 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, KindredArdent and ArdentKindred 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, KindredArdent or ArdentKindred to do so could have a Material Adverse Effect on us. In addition, any failure by Brookdale Senior Living, KindredArdent or ArdentKindred 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, KindredArdent and ArdentKindred 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, KindredArdent and ArdentKindred will have sufficient assets, income, access to financing and insurance coverage to enable them to satisfy their respective indemnification obligations.


We face potential adverse consequences from the bankruptcy, insolvency or financial deterioration of bankruptcyone or insolvency bymore of our tenants, operators, borrowers, managers and other obligors.

We lease our properties to unaffiliated tenants or operate them through independent third-party managers. We are exposedalso a direct or indirect lender to various tenants and operators.  We have very limited control over the risksuccess or failure of our tenants’ and operators’ businesses and, at any time, a tenant or operator may experience a downturn in its business that our tenants, operators, borrowers, managersweakens its financial condition. If that happens, the tenant or other obligorsoperator may become bankrupt or insolvent.fail to make its payments to us when due. 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, we may determine not to do so if we believe that enforcement of our rights would be more detrimental to our business than seeking alternative approaches.

A downturn in any of our tenants’ or uponoperators’ businesses could ultimately lead to bankruptcy if it is unable to timely resolve the occurrenceunderlying causes, which may be largely outside of certainits control. Bankruptcy and insolvency events, federal laws afford certain rights to a party that has filed for bankruptcy or reorganization.reorganization that may render certain of these remedies unenforceable, or, at the least, delay our ability to pursue such remedies and realize any recoveries in connection therewith. For example, we cannot evict a tenant or operator solely because of its bankruptcy filing.

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.


Bankruptcy or insolvency proceedings may also result in increased costs to the operator and significant management distraction. If we are unable to transition affected properties, they could experience prolonged operational disruption, leading to lower occupancy rates and further depressed revenues. Publicity about the operator’s financial condition and insolvency proceedings may also negatively impact their and our reputations, decreasing customer demand and revenues. Any or all of these risks could have a Material Adverse Effect on us. These risks would be magnified where we lease multiple properties to a single operator under a master lease, as an operator failure or default under a master lease would expose us to these risks across multiple properties.

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.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 266260 of our consolidated seniors housing communities as of December 31, 2016.2019. 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 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). 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 with Atria and Sunrise upon the occurrence of an event of default by Atriathe operator 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’ssuch operator’s right to cure such default, or upon the occurrence of certain insolvency events relating to Atria.such operator. In addition, we may terminate our management agreements with Atria based on thetheir 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.


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.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.


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.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 Part I, 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.


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 hospitalhealth system and life scienceresearch and innovation portfolios and operations following the acquisition of AHS and the Life SciencesResearch and Innovation Acquisition.


As a result of our acquisition of AHSArdent Medical Services, Inc. (“AHS”) in 2015, we entered into the general acute care hospitalhealth system sector. Also, as a result of the Life Sciences Acquisitionacquisition of substantially all of the university affiliated research and innovation real estate assets of Wexford Science & Technology, LLC (“Wexford”) in 2016 (the “Research and Innovation Acquisition”), we entered into the university-affiliated life scienceresearch and innovation sector. Part of our long-term business strategy involves expanding our hospitalhealth system and life scienceresearch and innovation portfolios through additional acquisitions.acquisitions and development of new properties. Both the asset management of our existing general acute care hospitalhealth systems and university-affiliated life scienceresearch and innovation centers portfolios and such additional acquisitions and developments 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 hospitalshealth systems and Wexford and other operators and developers of life science properties.research and innovation centers. It is possible that our expansion or acquisition opportunities within the general acute care hospitalhealth system and life scienceresearch and innovation 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,

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, dataData published by the National Investment Center for Seniors Housing & Care has indicated that seniors housing construction starts have been increasing and deliveries onof new seniors housing communities will accelerateremain at elevated levels in 2017,2019, 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.


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.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, KindredArdent and Ardent.Kindred. 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 scienceresearch and innovation 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

on Medicare and Medicaid payments for new admissions, civil monetary penalties and even criminal penalties. See “Governmental Regulation—Healthcare Regulation” included in Part I, 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.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 Part I, 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 asby litigation that may invalidate some or all of the new presidential administration leads efforts to repeal and replaceACA, or waiver programs that reduce the ACA.number of people with Medicaid coverage in a given state. 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 profitabilityprofitability.

Certain of our tenants, specifically those providers in the post-acute and general acute care hospitalhealth system 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, includingno longer reimburses 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 reimburseimposes payment reductions on hospitals for certain preventable adverse events.readmissions. These punitive approaches could be expanded to additional types of providers in the future.
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, weWe 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. For example, several of the nation’s largest commercial payors are increasing reliance on value-based reimbursement arrangements. 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

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 not be able to recognize rental revenue in some cases although cash rent is being paid and the lease has commenced;

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;


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, 2016,2019, we owned 3335 MOBs, 1312 research and innovation centers, 38 seniors housing communities eight life science and innovation centers and one specialty hospitalIRF through consolidated joint ventures, and we had 25% ownership interests ranging between 5% and 25% in five MOBs, 21 seniors housing communities and 13 skilled nursing facilitiesone MOB through investments in unconsolidated entities. In addition, we had a 34% ownership interest in Atria, a 34% ownership interest in Eclipse Senior Living and a 9.9%9.8% interest in Ardent as of December 31, 2016.2019. 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

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 scienceresearch and innovation industry face high levels of regulation, expense and uncertainty.
Life science
Research and innovation 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 scienceresearch and innovation 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 scienceresearch and innovation 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

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.

Damage from catastrophic weather and other natural events and the physical effects of climate change could result in losses to the Company.

Certain of our properties are located in areas particularly susceptible to revenue loss, cost increase or damage caused by catastrophic weather and other natural events, including fires, snow or ice storms, windstorms or hurricanes, earthquakes, flooding or other severe weather. These adverse weather and natural events could cause substantial damages or losses to our properties which could exceed our or our tenants’, operators’ and managers’ property insurance coverage. In the event of a loss in excess of insured limits, we could lose our capital invested in the affected property, as well as anticipated future revenue from that property. Any such loss could materially and adversely affect our business and our financial condition and results of operations. Climate change may also have indirect effects on our business by increasing the cost of (or making unavailable) property insurance on terms we find acceptable.

To the extent that significant changes in the climate occur in areas where our properties are located, we may experience extreme weather and changes in precipitation and temperature, all of which may result in physical damage to or a decrease in demand for properties located in these areas or affected by these conditions. Should the impact of climate change be material in nature, including destruction of our properties, or occur for lengthy periods of time, our financial condition or results of operations may be adversely affected.

In addition, changes in federal and state legislation and regulation on climate change could result in increased capital expenditures to improve the energy efficiency of our existing properties and could also require us to spend more on our new development properties without a corresponding increase in revenue.

The decision of the United Kingdom to exit the European Union could adversely affect our business, financial condition and results of operations.

In 2019, we derived 1.3% of our NOI from the United Kingdom. The decision made in the British referendum of June 23, 2016 to leave the European Union, commonly referred to as “Brexit,” has led to volatility in the financial markets of the United Kingdom (the “U.K.”), and more broadly across Europe and may also lead to weakening in consumer, corporate and financial confidence in such markets. The U.K. government initiated the official EU withdrawal process on March 29, 2017, and the exit from the EU was expected to occur by the end of March 2019. However, the withdrawal was extended several times due to deadlock in negotiations. On January 29, 2020, the U.K. Parliament approved a withdrawal agreement submitted on January 22, 2020, and the U.K. officially withdrew from the EU on January 31, 2020. There is a transition period through December 2020, with an option to extend an additional one to two years, to allow for businesses and individuals to adjust to its

changes, during which all EU regulations will continue to apply to the U.K. Trade negotiations are expected to begin in early March 2020, but the nature of the economic relationship between the EU and U.K. remains uncertain, and there is no guarantee that both parties will be able to reach an agreement before the transition period expires. This Brexit decision has created political and economic uncertainty, particularly in the U.K. and the EU, and this uncertainty may last for years. Our business could be affected during this period of uncertainty, and perhaps longer, by the impact of the U.K. referendum. In addition, our business could be negatively affected by new trade agreements between the U.K. and other countries, including the U.S., and by the possible imposition of trade or other regulatory barriers in the U.K. These possible negative impacts, and others resulting from the U.K.’s withdrawal from the EU, could adversely affect our and our tenants’ businesses, financial conditions and results of operations.

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 Part I, 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.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

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 Part I, 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, 2016,2019, approximately 36.5%34.8% of our total NOI (excluding amounts in discontinued operations) was derived from properties located in California (13.8%), New York (5.9%(6.4%), Texas (7.0%(5.9%), Illinois (5.3%(4.6%), and Florida (4.5%Pennsylvania (4.1%). 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 ArisingSeniors Housing and Healthcare Properties

As of December 31, 2019, we owned a total of 1,201 seniors housing and healthcare properties (including properties classified as held for sale) as follows:
 
Consolidated
(100% interest)
 
Consolidated
(<100% interest)
 
Unconsolidated
(25% interest)
 Total
Seniors housing communities710
 38
 5
 753
MOBs313
 35
 1
 349
Research and innovation centers22
 12
 —
 34
IRFs and LTACs

36
 1
 —
 37
Health systems12
 —
 —
 12
SNFs16
 —
 —
 16
Total1,109
 86
 6
 1,201
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 and through close coordination with the resident’s physician and SNFs. 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, 2019, we owned or managed for third parties approximately 21 million square feet of MOBs that are predominantly located on or near a health system.

Research and Innovation Centers

Our Capital Structureresearch 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 research and innovation 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, research and innovation center tenants make significant investments to improve their leased space, in addition to landlord improvements, to accommodate biology, chemistry or medical device research initiatives. Our research 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.

Inpatient Rehabilitation and Long-term Acute Care Facilities

We may become more leveraged.
Ashave 29 properties that are operated as LTACs. LTACs have a Medicare average length of December 31, 2016, we had approximately $11.1 billionstay of outstanding indebtedness. The instruments governing our existing indebtedness permit us to incur substantial additional debt, including secured debt,greater than 25 days and we may satisfy our capital and liquidity needs through additional borrowings. Aserve medically complex, chronically ill patients who require a high level of indebtedness wouldmonitoring 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 IRFs devoted to the rehabilitation of patients with various neurological, musculoskeletal, orthopedic and other medical conditions following stabilization of their acute medical issues.

Health Systems

We have 12 properties that are operated as health systems. Health systems provide medical and surgical services, including inpatient care, intensive care, cardiac care, diagnostic services and emergency services. These health systems also provide outpatient services such as outpatient surgery, laboratory, radiology, respiratory therapy, cardiology and physical therapy. In the United States, these health systems 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.

Skilled Nursing Facilities

We have 16 properties that are operated as SNFs. SNFs 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.


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 continuing revenues and 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) for the year ended December 31, 2019.

Loans and Investments

As of December 31, 2019, we had $1.0 billion 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 dedicate a substantial portiondevelop seniors housing or healthcare properties funded through capital that we and, in certain circumstances, our joint venture partners provide. As of our cash flow from operationsDecember 31, 2019, we had 22 properties under development pursuant 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 thethese agreements, including four properties that are owned through unconsolidated 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.

entities. In addition, from time to time, we mortgage certainengage 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 operate through 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, 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 these segments, in significant part, 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, 2019 (excluding properties classified as held for sale and properties owned by investments in unconsolidated entities as of December 31, 2019):
 
Number of
Properties Leased
or Managed
 
Percent of Total Real Estate Investments (1)
 Percent of Total Revenues Percent of NOI
Senior living operations401
 43.4% 55.8% 31.1%
Brookdale Senior Living (2)
121
 7.7
 4.7
 8.7
Ardent11
 4.7
 3.1
 5.8
Kindred32
 1.0
 3.3
 6.3

(1)Based on gross book value.
(2)Excludes two properties managed by Brookdale Senior Living pursuant to long-term management agreements and included in the senior living operations reportable business segment.

Triple-Net Leased Properties

Each of our leases with Brookdale Senior Living, Ardent and Kindred is a triple-net lease that obligates the tenant to secure paymentpay all property-related expenses, including maintenance, utilities, repairs, taxes, insurance and capital expenditures, and to

comply with the terms of indebtedness.the mortgage financing documents, if any, affecting the properties. In addition, each of our Brookdale Senior Living, Ardent and Kindred leases has a corporate guaranty.

The properties we lease to Brookdale Senior Living, Ardent and Kindred accounted for a significant portion of our triple-net leased properties segment revenues and NOI for the year ended December 31, 2019. If we areBrookdale Senior Living, Ardent or Kindred becomes unable or unwilling to meetsatisfy its obligations to us or to renew its leases with us upon expiration of the terms thereof, our mortgage payments, then the encumbered propertiesfinancial condition and results of operations could be foreclosed upon or transferred to the mortgagee with a resulting loss of incomedecline, 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, sellservice our indebtedness and to make distributions to our stockholders could be impaired. We cannot assure you that Brookdale Senior Living, Ardent and Kindred will have sufficient assets, income and access to financing to enable them to satisfy their respective obligations to us, and any failure, inability or engage in acquisition, investment, developmentunwillingness by Brookdale Senior Living, Ardent or Kindred to do so could have a material adverse effect on our business, financial condition, results of operations and redevelopment activity,liquidity, our ability to service our indebtedness and other obligations and our decisionability to hedge against interest rate risk might notmake 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, Ardent and Kindred will elect to renew their respective leases with us upon expiration of the leases or that we will be effective.
We receiveable to reposition any non-renewed properties on a timely basis or on the same or better economic terms, if at all. See “Risk Factors—Risks Arising from Our Business—Our leases and other agreements with Brookdale Senior Living, Ardent and Kindred account for a significant portion of our revenues and operating income; any failure, inability or unwillingness by Brookdale Senior Living, Ardent or Kindred 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.

Brookdale Senior Living Leases

As of December 31, 2019, we leased 121 consolidated properties (excluding two properties managed by Brookdale Senior Living pursuant to long-term management agreements and included in the senior living operations reportable business segment) to Brookdale Senior Living.

Pursuant to our lease agreement, 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, 2019, the aggregate 2020 contractual cash rent due to us from Brookdale Senior Living, including a reduction for an annual rent credit equal to $7.0 million, was approximately $182.8 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 was approximately $184.1 million.

Ardent Lease

As of December 31, 2019, we leased 10 properties (excluding one MOB leased to Ardent under a separate lease) to Ardent pursuant to a single, triple-net master lease agreement. Per 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 (“CPI”) 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, 2019, the aggregate 2020 contractual cash rent due to us from Ardent was approximately $120.9 million, and the current aggregate contractual base rent (computed in accordance with GAAP) due to us from Ardent was also approximately $120.9 million.

Our 9.8% ownership interest in Ardent entitles us to customary rights and minority protections, as well as the right to appoint one of 11 members on the Ardent Board of Directors.

Kindred Master Leases

As of December 31, 2019, we leased 29 properties to Kindred pursuant to a master lease agreement. 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 some cases, upon the satisfaction of specified facility revenue parameters. The annual rent escalator under the Kindred master lease for 25 properties is based on year-over-year changes in CPI, subject to a floor and cap, and is 2.7% for four properties. As of December 31, 2019, the aggregate 2020 contractual cash rent due to us from Kindred was approximately $127.4 million, and the current aggregate contractual base rent (computed in accordance with GAAP) due to us from Kindred was approximately $129.4 million. 

Senior Living Operations

As of December 31, 2019, Atria and Sunrise, collectively, provided comprehensive property management and accounting services with respect to 260 consolidated seniors housing communities pursuant to long-term management agreements with us. Under these management agreements, the operators receive annual base management fees ranging from 4.5% to 7% of revenues generated by the applicable properties and, in some cases, additional management fees based on the achievement of specified performance targets. Our management agreements with Atria have initial terms expiring between 2024 and 2027, and our management agreements with Sunrise have terms expiring between 2030 and 2038. In some cases, our management agreements include renewal provisions.

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, to provide accurate property-level financials results in a timely manner 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 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 and 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 customary rights and 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 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” included in Part I, 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, SNF and health systems 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 insurance companies and the Medicare and Medicaid programs, could have a material adverse effect on certain of our tenants and operators and on us” included in Part I, Item 1A of this Annual Report on Form 10-K.


Employees

As of December 31, 2019, we had 516 employees, none of which is subject to a collective bargaining agreement. We believe that relations with our employees are positive.

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.

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 or research and innovation center, 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 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

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. Healthcare is a highly regulated industry and that trend will, in general, continue in the future. 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.

A shift toward less comprehensive health coverage facilitated by current presidential administration regulation and new Medicaid waiver programs has the potential to reduce the number of people with health insurance coverage. Additionally, coverage expansions via the Affordable Care Act (the “ACA”) through Medicaid expansion and health insurance exchanges may be scaled back by litigation that may strike some or all of the ACA, or waiver programs that reduce the number of people with Medicaid in a given state.Beyond this, significant changes to commercial health insurance and government sponsored insurance (i.e. Medicare and Medicaid) remain possible. Commercial and government payors, are likely to continue imposing 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 inpatient rehabilitation and long-term acute care facilities, health systems and skilled nursing facilities (collectively “healthcare 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 healthcare 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 healthcare facilities are subject to state certificate of need (“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.

Compared to healthcare facilities, seniors housing communities (other than those that receive 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 Republican leadership. The temporary and experimental nature of these programs means that states will also continue to adjust their licensing and certification processes which might result in some providers facing increased competition and others facing new requirements.

Fraud and Abuse Enforcement

Healthcare facilities and seniors 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 many of the laws and regulations 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.

The current presidential administration has signaled it will expand current efforts to enforce healthcare fraud and abuse laws by increasing funding for the Health Care Fraud and Abuse Control program. Additionally, government officials within HHS and the U.S. Department of Justice have stated that they will make it a high priority to prosecute fraud and abuse in federal claims. Further, many state Medicaid programs continue to devote additional resources to fraud, waste, and abuse initiatives. Medicaid reform plans might include lowering the growth rate of Medicaid spending, which will put pressure on states to exert greater scrutiny over the utilization of services. It is likely that states will have increased flexibility and incentive to monitor utilization patterns and take action against outlier providers.


Medicare’s fraud, waste, and abuse initiatives continue to be refined and refocused. Moratoria on new home health providers obtaining Medicare provider status and higher fees for labs show that the federal government will take actions to contain the number of providers that can bill Medicare in areas where wasteful billing is believed to exist. The current administration has proposed expanding the extrapolated methods of the Recovery Audit Contractor program, which has recovered more than $2 billion for the Medicare program, into the Medicare Advantage program. Further expansion of these larger finding audits may be implemented in the future.

Reimbursement

The majority of SNF reimbursement, and a significant percentage of health system, IRF and LTAC 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 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 SNFs. The potential risks that accompany these regulatory and market changes are discussed below.

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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 ACA was nearly repealed in 2017 and the current presidential administration continues to promulgate regulations to encourage the purchase of less comprehensive forms of health insurance for individuals and families unable to purchase health insurance on their own. In addition, the continued litigation regarding Texas v Azar may result in some or all of the ACA being invalidated. Such a determination could leave uninsured the roughly twenty million people currently covered by health insurance exchange qualified plans or by Medicaid expansion.

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 SNFs 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 SNF. These Medicaid waiver programs are subject to re-approval and pilots are time-limited. The current presidential administration is not necessarily opposed to these efforts, but is committed to giving states greater control of their Medicaid programs. The current administration has also approved several community engagement waivers that, based on the first implemented waiver in Arkansas, may result in tens thousands of people losing Medicaid coverage. The results of these reforms could be the modification or curtailment of a number of existing pilots and the number of people covered by Medicaid.

CMS is currently in the midst of transitioning Medicare from a traditional fee-for-service reimbursement model to capitated and value-based 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 10 million Medicare beneficiaries now receive care via accountable care organizations, and another 21 million are enrolled in Medicare Advantage health plans. The continued trend toward capitated and value-based approaches - particularly Medicare Advantage, which is expected to grow under the current presidential administration - has the potential to diminish the market for certain healthcare providers, particularly specialist physicians and providers of particular diagnostic technologies such as 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 (MACRA) 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 expected to produce funding disparities that could adversely impact some provider tenants in MOBs and other health care properties.

In 2019, federal regulators took a number of steps that could impact the operation of SNFs. For example, the federal government now publicly posts a large number of SNFs that are suspected of providing substandard care. A regulation proposed at the end of 2019, if finalized as proposed, would curb state provider taxes and fees that leverage the federal Medicaid match to deliver greater net funding to institutional provider such as SNFs. Moves to further regulate SNFs in 2020 are possible.

For the year ended December 31, 2019, approximately 7.3% of our total revenues and 13.3% of our total NOI (in each case excluding amounts in discontinued operations) were attributable to acute and post-acute healthcare facilities 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.

Research and Innovation Centers

In 2016, we entered the research and innovation sector through the acquisitions of substantially all of the university affiliated research and innovation real estate assets of Wexford Science & Technology, LLC from affiliates of Blackstone Real Estate Partners VIII, L.P. The research and innovation tenants of these assets are largely university-affiliated organizations. These university-affiliated research and innovation 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 research and innovation industry face high levels of regulation, expense and uncertainty.

Some of our research and innovation tenants require significant outlays of funds for the research, development and clinical testing of their products and technologies. If private investors, the federal government or other sources of funding are unavailable to support such activities, a tenant’s research and innovation operation may be adversely affected or fail. Further, the research, development, clinical testing, manufacture and marketing of some of our tenants’ products requires federal, state and foreign regulatory approvals which may be costly or difficult to obtain. Even after a research and innovation tenant gains regulatory approval and market acceptance for a product, the product may still present significant regulatory and liability risks, including, among others, the possible later discovery of safety concerns, competition from new products and the expiration of patent protection for the product. Our tenants with marketable products may be adversely affected by healthcare reform and government reimbursement policies, including changes under the current presidential administration or by private healthcare payors. Likewise, our tenants may be unable to adequately protect their intellectual property under patent, copyright or trade secret laws. If our research and innovation 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.

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 Part I, 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 2019 and do not expect that we will be required to make any such material capital expenditures during 2020.    

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.

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 and Sunrise’s business and affairs or financial condition could have a Material Adverse Effect on us.

As of December 31, 2019, Atria and Sunrise, collectively, managed 260 of our consolidated 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. 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 and 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, Ardent and Kindred account for a significant portion of our revenues and operating income; any failure, inability or unwillingness by Brookdale Senior Living, Ardent or Kindred to satisfy its obligations under our agreements could have a Material Adverse Effect on us.

The properties we lease to Brookdale Senior Living, Ardent and Kindred account for a significant portion of our revenues and NOI, and we depend on Brookdale Senior Living, Ardent and Kindred 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, Ardent and Kindred 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, Ardent or Kindred to do so could have a Material Adverse Effect on us. In addition, any failure by Brookdale Senior Living, Ardent or Kindred 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, Ardent and Kindred 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, Ardent and Kindred will have sufficient assets, income, access to financing and insurance coverage to enable them to satisfy their respective indemnification obligations.

We face potential adverse consequences from the bankruptcy, insolvency or financial deterioration of one or more of our tenants, operators, borrowers, managers and other obligors.

We lease our properties to unaffiliated tenants or operate them through independent third-party managers. We are also a direct or indirect lender to various tenants and operators.  We have very limited control over the success or failure of our tenants’ and operators’ businesses and, at any time, a tenant or operator may experience a downturn in its business that weakens its financial condition. If that happens, the tenant or operator may fail to make its payments to us when due. 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, we may determine not to do so if we believe that enforcement of our rights would be more detrimental to our business than seeking alternative approaches.

A downturn in any of our tenants’ or operators’ businesses could ultimately lead to bankruptcy if it is unable to timely resolve the underlying causes, which may be largely outside of its control. Bankruptcy and insolvency laws afford certain rights to a party that has filed for bankruptcy or reorganization that may render certain of these remedies unenforceable, or, at the least, delay our ability to pursue such remedies and realize any recoveries in connection therewith. For example, we cannot evict a tenant or operator solely because of its bankruptcy filing.

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.


Bankruptcy or insolvency proceedings may also result in increased costs to the operator and significant management distraction. If we are unable to transition affected properties, they could experience prolonged operational disruption, leading to lower occupancy rates and further depressed revenues. Publicity about the operator’s financial condition and insolvency proceedings may also negatively impact their and our reputations, decreasing customer demand and revenues. Any or all of these risks could have a Material Adverse Effect on us. These risks would be magnified where we lease multiple properties to a single operator under a master lease, as an operator failure or default under a master lease would expose us to these risks across multiple properties.

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 260 of our consolidated seniors housing communities as of December 31, 2019. 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 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). 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 management agreements with Atria and Sunrise upon the occurrence of an event of default by the operator 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 such operator’s right to cure such default, or upon the occurrence of certain insolvency events relating to such operator. In addition, we may terminate our management agreements with Atria based on their failure to achieve certain NOI targets or upon the payment of a fee. We also may terminate most of our management agreements with Sunrise based on the failure to achieve certain NOI targets, 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.

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.

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 Part I, 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.


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 health system and research and innovation portfolios and operations following the acquisition of AHS and the Research and Innovation Acquisition.

As a result of our acquisition of Ardent Medical Services, Inc. (“AHS”) in 2015, we entered into the health system sector. Also, as a result of the acquisition of substantially all of the university affiliated research and innovation real estate assets of Wexford Science & Technology, LLC (“Wexford”) in 2016 (the “Research and Innovation Acquisition”), we entered into the university-affiliated research and innovation sector. Part of our long-term business strategy involves expanding our health system and research and innovation portfolios through additional acquisitions and development of new properties. Both the asset management of our existing health systems and university-affiliated research and innovation centers portfolios and such additional acquisitions and developments 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 health systems and Wexford and other operators and developers of research and innovation centers. It is possible that our expansion or acquisition opportunities within the health system and research and innovation 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, 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. Data published by the National Investment Center for Seniors Housing & Care has indicated deliveries of new seniors housing communities will remain at elevated levels in 2019, 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 assets underproperties pursuant to long-term triple-net leases that generally provide for fixed rental rates, subject to annual escalations. In certain cases, the annual escalations while certainare contingent upon the achievement of our debt obligations are floating rate obligationsspecified revenue parameters or based on changes in CPI, with interestcaps and related payments that vary with the movementfloors. If, as a result of LIBOR, Bankers’ Acceptanceweak economic conditions or other indexes. The generally fixed rate naturefactors, 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.

We own certain properties subject to ground lease, air rights or other restrictive agreements that limit our uses 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, impairproperties, restrict our ability to meetsell 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 debt obligations,uses of the subject properties, restrict our ability to sell or increaseotherwise transfer our interests in the costproperties or restrict the leasing of financing our acquisition, investment, development and redevelopment activity. An increase in interest rates also couldthe properties. These restrictions may limit our ability to refinance existing debt upon maturitytimely sell or cause us to pay higher rates upon refinancing, as well as decreaseexchange 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 economicproperties, impair the properties’ value 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 couldnegatively impact our ability to access capitalfind suitable tenants for the properties. In addition, we could lose our interests in the subject properties if the ground lease, air rights or increase our borrowing costs. We also rely on the financial institutions thatother restrictive agreements are parties to our unsecured revolving credit facility. If these institutions become capital constrained, tighten their lending standardsbreached by us or become insolvent or if they experience excessive volumes of borrowing requests from other borrowers within a short period of time, theyterminated.

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 unwilling to honor their funding commitments to us,reposition any acquired properties, which wouldcould adversely affect our ability to drawrecover 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 unsecured revolving credit facility and,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 time, could negativelythe bankruptcy case. In addition, we may be subject to intercreditor or tri-party agreements that delay, impact, govern or limit our ability to consummate acquisitions, repay indebtedness as it matures, fund capital expendituresforeclose on a lien securing a loan or make distributions to our stockholders.
Covenants in the instruments governing our and our subsidiaries’ existing indebtednessotherwise delay or 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

instruments and could trigger defaults under anypursuit of our other indebtedness that is cross-defaulted againstrights and remedies. Any such instruments, even if we satisfy our payment obligations. In addition, covenants contained in the instruments governing our subsidiaries’ outstanding mortgage indebtedness may restrictdelay or limit on our ability to obtain cash distributions from such subsidiaries for the purpose of meetingpursue 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,rights or remedies could have a Material Adverse Effect on us.
Risks Arising from Our Status as a REIT
LossEven if we successfully foreclose on the collateral securing our mortgage loans and other investments, costs related to enforcement of our status as a REIT would have significant adverse consequences for us andremedies, high loan-to-value ratios or declines in the value of the collateral could prevent us from realizing the full amount of our common stock.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 losewould 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 statuseconomic 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 REIT (currentlymezzanine 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 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 strategybankruptcies.

Our tenants, operators and to make distributions to our stockholders for eachmanagers may be adversely affected by healthcare regulation and enforcement.

Regulation of the years involved because:
We would not be allowed a deductionhealthcare 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 distributions to stockholders in computing our taxable incomelarge for-profit, multi-facility providers like Atria, Sunrise, Brookdale Senior Living, Ardent and would be subject to federal income tax at regular corporate rates;
We could be subject to the federal alternative minimum tax and increasedKindred. Federal, state and local taxes;laws and
Unless we are entitled regulations affecting the healthcare industry include those relating to, relief under statutory provisions, we could not elect toamong 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 subject to tax as a REIT for four taxable years followingentered into by healthcare providers and the year during which we were disqualified.
research, development, clinical testing, manufacture and marketing of research and innovation products. In addition, changes in such event we would no longer be required to pay dividends to maintain REIT status, which could adversely affectenforcement policies by federal and state governments have resulted in an increase in the valuenumber of our common stock.
Qualification as a REIT involvesinspections, citations of regulatory deficiencies and other regulatory sanctions, including terminations from the application of highly technicalMedicare and complex Code provisionsMedicaid programs, bars on Medicare and Medicaid payments for which there are only limited judicialnew admissions, civil monetary penalties 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.even criminal penalties. See “Certain U.S. Federal Income Tax Considerations—Requirements for Qualification as a REIT—Annual Distribution Requirements”“Governmental Regulation—Healthcare Regulation” included in Part I, Item 1 of this Annual Report on Form 10-K. Such distributionsWe 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 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 Part I, 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 by litigation that may invalidate some or all of the ACA, or waiver programs that reduce the fundsnumber of people with Medicaid coverage in a given state. 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 health system space, are subject to the broad trend in the healthcare industry toward value-based purchasing of healthcare services. These value-based purchasing programs include public reporting of quality data and preventable adverse events tied to the quality and efficiency of care provided by facilities. Medicare no longer reimburses hospitals for care related to certain preventable adverse events and imposes payment reductions on hospitals for preventable readmissions. These punitive approaches could be expanded to additional types of providers in the future.

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. For example, several of the nation’s largest commercial payors are increasing reliance on value-based reimbursement arrangements. 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 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 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 available to finance our investment, acquisition,a Material Adverse Effect on us.

Our development and redevelopment activityprojects, 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 not be able to recognize rental revenue in some cases although cash rent is being paid and the lease has commenced;

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;


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, 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, 2019, we owned 35 MOBs, 12 research and innovation centers, 38 seniors housing communities and one IRF through consolidated joint ventures, and we had 25% ownership interests in five seniors housing communities and one MOB through investments in unconsolidated entities. In addition, we had a 34% ownership interest in Atria, a 34% ownership interest in Eclipse Senior Living and a 9.8% interest in Ardent as of December 31, 2019. 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 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 research and innovation industry face high levels of regulation, expense and uncertainty.

Research and innovation 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 research and innovation 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 research and innovation 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 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.

Damage from catastrophic weather and other natural events and the physical effects of climate change could result in losses to the Company.

Certain of our properties are located in areas particularly susceptible to revenue loss, cost increase or damage caused by catastrophic weather and other natural events, including fires, snow or ice storms, windstorms or hurricanes, earthquakes, flooding or other severe weather. These adverse weather and natural events could cause substantial damages or losses to our properties which could exceed our or our tenants’, operators’ and managers’ property insurance coverage. In the event of a loss in excess of insured limits, we could lose our capital invested in the affected property, as well as anticipated future revenue from that property. Any such loss could materially and adversely affect our business and our financial condition and results of operations. Climate change may also have indirect effects on our business by increasing the cost of (or making unavailable) property insurance on terms we find acceptable.

To the extent that significant changes in the climate occur in areas where our properties are located, we may experience extreme weather and changes in precipitation and temperature, all of which may result in physical damage to or a decrease in demand for properties located in these areas or affected by these conditions. Should the impact of climate change be material in nature, including destruction of our properties, or occur for lengthy periods of time, our financial condition or results of operations may be adversely affected.

In addition, changes in federal and state legislation and regulation on climate change could result in increased capital expenditures to improve the energy efficiency of our existing properties and could also require us to spend more on our new development properties without a corresponding increase in revenue.

The decision of the United Kingdom to exit the European Union could adversely affect our business, financial condition and results of operations.

In 2019, we derived 1.3% of our NOI from the United Kingdom. The decision made in the British referendum of June 23, 2016 to leave the European Union, commonly referred to as “Brexit,” has led to volatility in the financial markets of the United Kingdom (the “U.K.”), and more broadly across Europe and may limit our abilityalso lead to engageweakening in transactionsconsumer, corporate and financial confidence in such markets. The U.K. government initiated the official EU withdrawal process on March 29, 2017, and the exit from the EU was expected to occur by the end of March 2019. However, the withdrawal was extended several times due to deadlock in negotiations. On January 29, 2020, the U.K. Parliament approved a withdrawal agreement submitted on January 22, 2020, and the U.K. officially withdrew from the EU on January 31, 2020. There is a transition period through December 2020, with an option to extend an additional one to two years, to allow for businesses and individuals to adjust to its

changes, during which all EU regulations will continue to apply to the U.K. Trade negotiations are expected to begin in early March 2020, but the nature of the economic relationship between the EU and U.K. remains uncertain, and there is no guarantee that are otherwiseboth parties will be able to reach an agreement before the transition period expires. This Brexit decision has created political and economic uncertainty, particularly in the best interestsU.K. and the EU, and this uncertainty may last for years. Our business could be affected during this period of uncertainty, and perhaps longer, by the impact of the U.K. referendum. In addition, our stockholders.business could be negatively affected by new trade agreements between the U.K. and other countries, including the U.S., and by the possible imposition of trade or other regulatory barriers in the U.K. These possible negative impacts, and others resulting from the U.K.’s withdrawal from the EU, could adversely affect our and our tenants’ businesses, financial conditions and results of operations.
Although we do not anticipate any inability
Significant legal actions or regulatory proceedings could subject us or our tenants, operators and managers to satisfy the REIT distribution requirement, fromincreased 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 notbe 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 sufficient cashagreed to indemnify, defend and hold us harmless. An unfavorable resolution of any such litigation or other liquid assetsproceeding 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 do so. For example, timing differences betweenprofessional liability claims brought by plaintiffs’ attorneys seeking significant punitive damages and attorneys’ fees. Due to the actual receipthistorically high frequency and severity of incomeprofessional liability claims against seniors housing and actual paymenthealthcare providers, the availability of deductible expenses, on the one hand,professional liability insurance has decreased and the inclusionpremiums 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 incomewe 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 deductionreputation.

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 Part I, Item 1 of those expenses in arriving atthis 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 taxable income,operators, such suits combined with increased operating costs and substantial uninsured liabilities could have a material adverse effect on the other hand, or non-deductible expenses such as principal amortization or repayments or capital expenditures in excessour operators’ liquidity, financial condition and results of non-cash deductions may prevent us from having sufficient cash or liquid assetsoperations and on their ability to satisfy the 90% distribution requirement.their obligations under our leases, which, in turn, could have a Material Adverse Effect on us.
In the event that timing differences occur
We could incur substantial liabilities and costs if any of our properties are found to be contaminated with hazardous substances or we decide to retain cashbecome involved in any environmental disputes.

Under federal and state environmental laws and regulations, a current or to distribute such greater amount asformer owner of real property may be necessaryliable for costs related to avoid incomethe investigation, removal and excise taxation, weremediation 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 seekalso face other environmental liabilities, including government fines and penalties imposed by regulatory authorities and damages for injuries to borrow funds, issue additional equity securities, pay taxable stock dividends, distribute otherpersons, property or securitiesnatural resources. Environmental laws and regulations often impose liability without regard to whether the owner was aware of, or engagewas responsible for, the presence, release or disposal of hazardous or toxic substances or 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 a transaction intended to enable us to meet the REIT distribution requirements. AnyPart I, Item 1 of these actions may require us to raise additional capital to meet our obligations; however, see “Risks Arising from this Annual Report on Form 10-K.

Our Capital Structure—Limitationssuccess depends, in part, on our ability to access capitalattract and retain talented employees, and the loss of any one of our key personnel could have an adverse effectadversely 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 make required payments onattract, retain and motivate talented employees could significantly impact our debt obligations, make distributions tofuture performance. Competition for these individuals is intense, and we cannot assure you that we will retain our stockholderskey officers and employees 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

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, amongattract and retain 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 customershighly qualified individuals in the ordinary coursefuture. Losing any one or more 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 actionsthese persons could have a negative effectMaterial Adverse Effect on our stockholders or us.


The rules dealing with federal income taxationFailure 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 constantly under reviewrequired to provide a report by persons involved in the legislative process and by the IRS and the U.S. Departmentmanagement on internal control over financial reporting, including management’s assessment of the Treasury. The recent U.S. president election, coupledeffectiveness 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 a Republican-controlled Congress, makes tax reform more likely in the near-term. Changesrespect to the tax laws, withpreparation 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 without retroactive application,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 investorsfinancial results.

For the year ended December 31, 2019, approximately 34.8% of our total NOI was derived from properties located in California (13.8%), New York (6.4%), Texas (5.9%), Illinois (4.6%) and Pennsylvania (4.1%). As a result, we are subject to increased exposure to adverse conditions affecting these regions, including downturns in the local economies or us. We cannot predict how changes in the tax laws mightlocal 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 investors or us. New legislation, Treasury regulations, administrative interpretations or court decisions could significantlybusiness and negatively affect our abilityresults 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 qualify as a REIT, fluctuations in the federal income tax consequences of such qualification,exchange rates between U.S. dollars and Canadian dollars or the federal income tax consequencesBritish pound, which may, from time to time, impact our financial condition and results of an investmentoperations. If we continue to expand our international presence through investments in, us. Also,or acquisitions or development of, seniors housing or healthcare assets outside the law relating toUnited States, Canada or the tax treatment of other entities, or an investmentUnited Kingdom, we may transact business in other entities, could change, making an investmentforeign currencies. Although we may pursue hedging alternatives, including borrowing in local currencies, to protect against foreign currency fluctuations, we cannot assure you that such other entities more attractive relative to an investment influctuations will not have a REIT.Material Adverse Effect on us.


ITEM 1B.    Unresolved Staff Comments
None.

ITEM 2.    Properties
Seniors Housing and Healthcare Properties

As of December 31, 2019, we owned a total of 1,201 seniors housing and healthcare properties (including properties classified as held for sale) as follows:
 
Consolidated
(100% interest)
 
Consolidated
(<100% interest)
 
Unconsolidated
(25% interest)
 Total
Seniors housing communities710
 38
 5
 753
MOBs313
 35
 1
 349
Research and innovation centers22
 12
 —
 34
IRFs and LTACs

36
 1
 —
 37
Health systems12
 —
 —
 12
SNFs16
 —
 —
 16
Total1,109
 86
 6
 1,201
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 and through close coordination with the resident’s physician and SNFs. 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, 2019, we owned or managed for third parties approximately 21 million square feet of MOBs that are predominantly located on or near a health system.

Research and Innovation Centers

Our research 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 research and innovation 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, research and innovation center tenants make significant investments to improve their leased space, in addition to landlord improvements, to accommodate biology, chemistry or medical device research initiatives. Our research 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.

Inpatient Rehabilitation and Long-term Acute Care Facilities

We have 29 properties that 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 IRFs devoted to the rehabilitation of patients with various neurological, musculoskeletal, orthopedic and other medical conditions following stabilization of their acute medical issues.

Health Systems

We have 12 properties that are operated as health systems. Health systems provide medical and surgical services, including inpatient care, intensive care, cardiac care, diagnostic services and emergency services. These health systems also provide outpatient services such as outpatient surgery, laboratory, radiology, respiratory therapy, cardiology and physical therapy. In the United States, these health systems 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.

Skilled Nursing Facilities

We have 16 properties that are operated as SNFs. SNFs 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.


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 continuing revenues and 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) for the year ended December 31, 2019.

Loans and Investments

As of December 31, 2019, we had $1.0 billion 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, 2019, we had 22 properties under development pursuant to these agreements, including four properties that are owned through unconsolidated real estate entities. 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 operate through 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, 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 these segments, in significant part, 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, 2019 (excluding properties classified as held for sale and properties owned by investments in unconsolidated entities as of December 31, 2019):
 
Number of
Properties Leased
or Managed
 
Percent of Total Real Estate Investments (1)
 Percent of Total Revenues Percent of NOI
Senior living operations401
 43.4% 55.8% 31.1%
Brookdale Senior Living (2)
121
 7.7
 4.7
 8.7
Ardent11
 4.7
 3.1
 5.8
Kindred32
 1.0
 3.3
 6.3

(1)Based on gross book value.
(2)Excludes two properties managed by Brookdale Senior Living pursuant to long-term management agreements and included in the senior living operations reportable business segment.

Triple-Net Leased Properties

Each of our leases with Brookdale Senior Living, Ardent and Kindred 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, Ardent and Kindred leases has a corporate guaranty.

The properties we lease to Brookdale Senior Living, Ardent and Kindred accounted for a significant portion of our triple-net leased properties segment revenues and NOI for the year ended December 31, 2019. If Brookdale Senior Living, Ardent or Kindred 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, Ardent and Kindred 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, Ardent or Kindred 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, Ardent and Kindred 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 “Risk Factors—Risks Arising from Our Business—Our leases and other agreements with Brookdale Senior Living, Ardent and Kindred account for a significant portion of our revenues and operating income; any failure, inability or unwillingness by Brookdale Senior Living, Ardent or Kindred 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.

Brookdale Senior Living Leases

As of December 31, 2019, we leased 121 consolidated properties (excluding two properties managed by Brookdale Senior Living pursuant to long-term management agreements and included in the senior living operations reportable business segment) to Brookdale Senior Living.

Pursuant to our lease agreement, 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, 2019, the aggregate 2020 contractual cash rent due to us from Brookdale Senior Living, including a reduction for an annual rent credit equal to $7.0 million, was approximately $182.8 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 was approximately $184.1 million.

Ardent Lease

As of December 31, 2019, we leased 10 properties (excluding one MOB leased to Ardent under a separate lease) to Ardent pursuant to a single, triple-net master lease agreement. Per 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 (“CPI”) 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, 2019, the aggregate 2020 contractual cash rent due to us from Ardent was approximately $120.9 million, and the current aggregate contractual base rent (computed in accordance with GAAP) due to us from Ardent was also approximately $120.9 million.

Our 9.8% ownership interest in Ardent entitles us to customary rights and minority protections, as well as the right to appoint one of 11 members on the Ardent Board of Directors.

Kindred Master Leases

As of December 31, 2019, we leased 29 properties to Kindred pursuant to a master lease agreement. 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 some cases, upon the satisfaction of specified facility revenue parameters. The annual rent escalator under the Kindred master lease for 25 properties is based on year-over-year changes in CPI, subject to a floor and cap, and is 2.7% for four properties. As of December 31, 2019, the aggregate 2020 contractual cash rent due to us from Kindred was approximately $127.4 million, and the current aggregate contractual base rent (computed in accordance with GAAP) due to us from Kindred was approximately $129.4 million. 

Senior Living Operations

As of December 31, 2019, Atria and Sunrise, collectively, provided comprehensive property management and accounting services with respect to 260 consolidated seniors housing communities pursuant to long-term management agreements with us. Under these management agreements, the operators receive annual base management fees ranging from 4.5% to 7% of revenues generated by the applicable properties and, in some cases, additional management fees based on the achievement of specified performance targets. Our management agreements with Atria have initial terms expiring between 2024 and 2027, and our management agreements with Sunrise have terms expiring between 2030 and 2038. In some cases, our management agreements include renewal provisions.

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, to provide accurate property-level financials results in a timely manner 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 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 and 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 customary rights and 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 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” included in Part I, 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, SNF and health systems 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 insurance companies and the Medicare and Medicaid programs, could have a material adverse effect on certain of our tenants and operators and on us” included in Part I, Item 1A of this Annual Report on Form 10-K.


Employees

As of December 31, 2019, we had 516 employees, none of which is subject to a collective bargaining agreement. We believe that relations with our employees are positive.

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.

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 or research and innovation center, 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 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

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. Healthcare is a highly regulated industry and that trend will, in general, continue in the future. 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.

A shift toward less comprehensive health coverage facilitated by current presidential administration regulation and new Medicaid waiver programs has the potential to reduce the number of people with health insurance coverage. Additionally, coverage expansions via the Affordable Care Act (the “ACA”) through Medicaid expansion and health insurance exchanges may be scaled back by litigation that may strike some or all of the ACA, or waiver programs that reduce the number of people with Medicaid in a given state.Beyond this, significant changes to commercial health insurance and government sponsored insurance (i.e. Medicare and Medicaid) remain possible. Commercial and government payors, are likely to continue imposing 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 inpatient rehabilitation and long-term acute care facilities, health systems and skilled nursing facilities (collectively “healthcare 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 healthcare 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 healthcare facilities are subject to state certificate of need (“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.

Compared to healthcare facilities, seniors housing communities (other than those that receive 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 Republican leadership. The temporary and experimental nature of these programs means that states will also continue to adjust their licensing and certification processes which might result in some providers facing increased competition and others facing new requirements.

Fraud and Abuse Enforcement

Healthcare facilities and seniors 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 many of the laws and regulations 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.

The current presidential administration has signaled it will expand current efforts to enforce healthcare fraud and abuse laws by increasing funding for the Health Care Fraud and Abuse Control program. Additionally, government officials within HHS and the U.S. Department of Justice have stated that they will make it a high priority to prosecute fraud and abuse in federal claims. Further, many state Medicaid programs continue to devote additional resources to fraud, waste, and abuse initiatives. Medicaid reform plans might include lowering the growth rate of Medicaid spending, which will put pressure on states to exert greater scrutiny over the utilization of services. It is likely that states will have increased flexibility and incentive to monitor utilization patterns and take action against outlier providers.


Medicare’s fraud, waste, and abuse initiatives continue to be refined and refocused. Moratoria on new home health providers obtaining Medicare provider status and higher fees for labs show that the federal government will take actions to contain the number of providers that can bill Medicare in areas where wasteful billing is believed to exist. The current administration has proposed expanding the extrapolated methods of the Recovery Audit Contractor program, which has recovered more than $2 billion for the Medicare program, into the Medicare Advantage program. Further expansion of these larger finding audits may be implemented in the future.

Reimbursement

The majority of SNF reimbursement, and a significant percentage of health system, IRF and LTAC 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 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 SNFs. 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 ACA was nearly repealed in 2017 and the current presidential administration continues to promulgate regulations to encourage the purchase of less comprehensive forms of health insurance for individuals and families unable to purchase health insurance on their own. In addition, the continued litigation regarding Texas v Azar may result in some or all of the ACA being invalidated. Such a determination could leave uninsured the roughly twenty million people currently covered by health insurance exchange qualified plans or by Medicaid expansion.

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 SNFs 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 SNF. These Medicaid waiver programs are subject to re-approval and pilots are time-limited. The current presidential administration is not necessarily opposed to these efforts, but is committed to giving states greater control of their Medicaid programs. The current administration has also approved several community engagement waivers that, based on the first implemented waiver in Arkansas, may result in tens thousands of people losing Medicaid coverage. The results of these reforms could be the modification or curtailment of a number of existing pilots and the number of people covered by Medicaid.

CMS is currently in the midst of transitioning Medicare from a traditional fee-for-service reimbursement model to capitated and value-based 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 10 million Medicare beneficiaries now receive care via accountable care organizations, and another 21 million are enrolled in Medicare Advantage health plans. The continued trend toward capitated and value-based approaches - particularly Medicare Advantage, which is expected to grow under the current presidential administration - has the potential to diminish the market for certain healthcare providers, particularly specialist physicians and providers of particular diagnostic technologies such as 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 (MACRA) 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 expected to produce funding disparities that could adversely impact some provider tenants in MOBs and other health care properties.

In 2019, federal regulators took a number of steps that could impact the operation of SNFs. For example, the federal government now publicly posts a large number of SNFs that are suspected of providing substandard care. A regulation proposed at the end of 2019, if finalized as proposed, would curb state provider taxes and fees that leverage the federal Medicaid match to deliver greater net funding to institutional provider such as SNFs. Moves to further regulate SNFs in 2020 are possible.

For the year ended December 31, 2019, approximately 7.3% of our total revenues and 13.3% of our total NOI (in each case excluding amounts in discontinued operations) were attributable to acute and post-acute healthcare facilities 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.

Research and Innovation Centers

In 2016, we entered the research and innovation sector through the acquisitions of substantially all of the university affiliated research and innovation real estate assets of Wexford Science & Technology, LLC from affiliates of Blackstone Real Estate Partners VIII, L.P. The research and innovation tenants of these assets are largely university-affiliated organizations. These university-affiliated research and innovation 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 research and innovation industry face high levels of regulation, expense and uncertainty.

Some of our research and innovation tenants require significant outlays of funds for the research, development and clinical testing of their products and technologies. If private investors, the federal government or other sources of funding are unavailable to support such activities, a tenant’s research and innovation operation may be adversely affected or fail. Further, the research, development, clinical testing, manufacture and marketing of some of our tenants’ products requires federal, state and foreign regulatory approvals which may be costly or difficult to obtain. Even after a research and innovation tenant gains regulatory approval and market acceptance for a product, the product may still present significant regulatory and liability risks, including, among others, the possible later discovery of safety concerns, competition from new products and the expiration of patent protection for the product. Our tenants with marketable products may be adversely affected by healthcare reform and government reimbursement policies, including changes under the current presidential administration or by private healthcare payors. Likewise, our tenants may be unable to adequately protect their intellectual property under patent, copyright or trade secret laws. If our research and innovation 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.

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 Part I, 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 2019 and do not expect that we will be required to make any such material capital expenditures during 2020.    

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.

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 and Sunrise’s business and affairs or financial condition could have a Material Adverse Effect on us.

As of December 31, 2019, Atria and Sunrise, collectively, managed 260 of our consolidated 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. 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 and 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, Ardent and Kindred account for a significant portion of our revenues and operating income; any failure, inability or unwillingness by Brookdale Senior Living, Ardent or Kindred to satisfy its obligations under our agreements could have a Material Adverse Effect on us.

The properties we lease to Brookdale Senior Living, Ardent and Kindred account for a significant portion of our revenues and NOI, and we depend on Brookdale Senior Living, Ardent and Kindred 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, Ardent and Kindred 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, Ardent or Kindred to do so could have a Material Adverse Effect on us. In addition, any failure by Brookdale Senior Living, Ardent or Kindred 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, Ardent and Kindred 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, Ardent and Kindred will have sufficient assets, income, access to financing and insurance coverage to enable them to satisfy their respective indemnification obligations.

We face potential adverse consequences from the bankruptcy, insolvency or financial deterioration of one or more of our tenants, operators, borrowers, managers and other obligors.

We lease our properties to unaffiliated tenants or operate them through independent third-party managers. We are also a direct or indirect lender to various tenants and operators.  We have very limited control over the success or failure of our tenants’ and operators’ businesses and, at any time, a tenant or operator may experience a downturn in its business that weakens its financial condition. If that happens, the tenant or operator may fail to make its payments to us when due. 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, we may determine not to do so if we believe that enforcement of our rights would be more detrimental to our business than seeking alternative approaches.

A downturn in any of our tenants’ or operators’ businesses could ultimately lead to bankruptcy if it is unable to timely resolve the underlying causes, which may be largely outside of its control. Bankruptcy and insolvency laws afford certain rights to a party that has filed for bankruptcy or reorganization that may render certain of these remedies unenforceable, or, at the least, delay our ability to pursue such remedies and realize any recoveries in connection therewith. For example, we cannot evict a tenant or operator solely because of its bankruptcy filing.

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.


Bankruptcy or insolvency proceedings may also result in increased costs to the operator and significant management distraction. If we are unable to transition affected properties, they could experience prolonged operational disruption, leading to lower occupancy rates and further depressed revenues. Publicity about the operator’s financial condition and insolvency proceedings may also negatively impact their and our reputations, decreasing customer demand and revenues. Any or all of these risks could have a Material Adverse Effect on us. These risks would be magnified where we lease multiple properties to a single operator under a master lease, as an operator failure or default under a master lease would expose us to these risks across multiple properties.

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 260 of our consolidated seniors housing communities as of December 31, 2019. 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 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). 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 management agreements with Atria and Sunrise upon the occurrence of an event of default by the operator 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 such operator’s right to cure such default, or upon the occurrence of certain insolvency events relating to such operator. In addition, we may terminate our management agreements with Atria based on their failure to achieve certain NOI targets or upon the payment of a fee. We also may terminate most of our management agreements with Sunrise based on the failure to achieve certain NOI targets, 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.

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.

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 Part I, 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.


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 health system and research and innovation portfolios and operations following the acquisition of AHS and the Research and Innovation Acquisition.

As a result of our acquisition of Ardent Medical Services, Inc. (“AHS”) in 2015, we entered into the health system sector. Also, as a result of the acquisition of substantially all of the university affiliated research and innovation real estate assets of Wexford Science & Technology, LLC (“Wexford”) in 2016 (the “Research and Innovation Acquisition”), we entered into the university-affiliated research and innovation sector. Part of our long-term business strategy involves expanding our health system and research and innovation portfolios through additional acquisitions and development of new properties. Both the asset management of our existing health systems and university-affiliated research and innovation centers portfolios and such additional acquisitions and developments 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 health systems and Wexford and other operators and developers of research and innovation centers. It is possible that our expansion or acquisition opportunities within the health system and research and innovation 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, 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. Data published by the National Investment Center for Seniors Housing & Care has indicated deliveries of new seniors housing communities will remain at elevated levels in 2019, 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.

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, Ardent and Kindred. 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 research and innovation 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 on Medicare and Medicaid payments for new admissions, civil monetary penalties and even criminal penalties. See “Governmental Regulation—Healthcare Regulation” included in Part I, 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 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 Part I, 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 by litigation that may invalidate some or all of the ACA, or waiver programs that reduce the number of people with Medicaid coverage in a given state. 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 health system space, are subject to the broad trend in the healthcare industry toward value-based purchasing of healthcare services. These value-based purchasing programs include public reporting of quality data and preventable adverse events tied to the quality and efficiency of care provided by facilities. Medicare no longer reimburses hospitals for care related to certain preventable adverse events and imposes payment reductions on hospitals for preventable readmissions. These punitive approaches could be expanded to additional types of providers in the future.

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. For example, several of the nation’s largest commercial payors are increasing reliance on value-based reimbursement arrangements. 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 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 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 not be able to recognize rental revenue in some cases although cash rent is being paid and the lease has commenced;

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;


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, 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, 2019, we owned 35 MOBs, 12 research and innovation centers, 38 seniors housing communities and one IRF through consolidated joint ventures, and we had 25% ownership interests in five seniors housing communities and one MOB through investments in unconsolidated entities. In addition, we had a 34% ownership interest in Atria, a 34% ownership interest in Eclipse Senior Living and a 9.8% interest in Ardent as of December 31, 2019. 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 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 research and innovation industry face high levels of regulation, expense and uncertainty.

Research and innovation 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 research and innovation 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 research and innovation 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 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.

Damage from catastrophic weather and other natural events and the physical effects of climate change could result in losses to the Company.

Certain of our properties are located in areas particularly susceptible to revenue loss, cost increase or damage caused by catastrophic weather and other natural events, including fires, snow or ice storms, windstorms or hurricanes, earthquakes, flooding or other severe weather. These adverse weather and natural events could cause substantial damages or losses to our properties which could exceed our or our tenants’, operators’ and managers’ property insurance coverage. In the event of a loss in excess of insured limits, we could lose our capital invested in the affected property, as well as anticipated future revenue from that property. Any such loss could materially and adversely affect our business and our financial condition and results of operations. Climate change may also have indirect effects on our business by increasing the cost of (or making unavailable) property insurance on terms we find acceptable.

To the extent that significant changes in the climate occur in areas where our properties are located, we may experience extreme weather and changes in precipitation and temperature, all of which may result in physical damage to or a decrease in demand for properties located in these areas or affected by these conditions. Should the impact of climate change be material in nature, including destruction of our properties, or occur for lengthy periods of time, our financial condition or results of operations may be adversely affected.

In addition, changes in federal and state legislation and regulation on climate change could result in increased capital expenditures to improve the energy efficiency of our existing properties and could also require us to spend more on our new development properties without a corresponding increase in revenue.

The decision of the United Kingdom to exit the European Union could adversely affect our business, financial condition and results of operations.

In 2019, we derived 1.3% of our NOI from the United Kingdom. The decision made in the British referendum of June 23, 2016 to leave the European Union, commonly referred to as “Brexit,” has led to volatility in the financial markets of the United Kingdom (the “U.K.”), and more broadly across Europe and may also lead to weakening in consumer, corporate and financial confidence in such markets. The U.K. government initiated the official EU withdrawal process on March 29, 2017, and the exit from the EU was expected to occur by the end of March 2019. However, the withdrawal was extended several times due to deadlock in negotiations. On January 29, 2020, the U.K. Parliament approved a withdrawal agreement submitted on January 22, 2020, and the U.K. officially withdrew from the EU on January 31, 2020. There is a transition period through December 2020, with an option to extend an additional one to two years, to allow for businesses and individuals to adjust to its

changes, during which all EU regulations will continue to apply to the U.K. Trade negotiations are expected to begin in early March 2020, but the nature of the economic relationship between the EU and U.K. remains uncertain, and there is no guarantee that both parties will be able to reach an agreement before the transition period expires. This Brexit decision has created political and economic uncertainty, particularly in the U.K. and the EU, and this uncertainty may last for years. Our business could be affected during this period of uncertainty, and perhaps longer, by the impact of the U.K. referendum. In addition, our business could be negatively affected by new trade agreements between the U.K. and other countries, including the U.S., and by the possible imposition of trade or other regulatory barriers in the U.K. These possible negative impacts, and others resulting from the U.K.’s withdrawal from the EU, could adversely affect our and our tenants’ businesses, financial conditions and results of operations.

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 Part I, 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 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 Part I, 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, 2019, approximately 34.8% of our total NOI was derived from properties located in California (13.8%), New York (6.4%), Texas (5.9%), Illinois (4.6%) and Pennsylvania (4.1%). 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, 2019, we had approximately $12.2 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.

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.

Changes in the method pursuant to which the LIBOR rates are determined and potential phasing out of LIBOR after 2021 may affect our financial results.

LIBOR and certain other interest “benchmarks” may be subject to regulatory guidance and/or reform that could cause interest rates under our current or future debt agreements to perform differently than in the past or cause other unanticipated consequences. The United Kingdom’s Financial Conduct Authority, which regulates LIBOR, has announced that it intends to stop encouraging or requiring banks to submit rates for the calculation of LIBOR rates after 2021, and it is unclear if LIBOR will cease to exist or if new methods of calculating LIBOR will evolve. While there is no consensus on what rate or rates may become accepted alternatives to LIBOR, the Alternative Reference Rates Committee, a steering committee comprised of U.S. financial market participants, selected the Secured Overnight Finance Rate (“SOFR”) as an alternative to LIBOR. SOFR is a broad measure of the cost of borrowing cash in the overnight U.S. treasury repo market, and the Federal Reserve Bank of New York started to publish the SOFR in May 2018. At this time, it is impossible to predict whether the SOFR or another reference rate will become an accepted alternative to LIBOR. The discontinuation, reform or replacement of LIBOR or any other benchmark rates may have an unpredictable impact on contractual mechanics in the credit markets or cause disruption to the broader financial markets, and could have an adverse effect on LIBOR-based interest rates on our current or future debt obligations.

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 revolving credit facilities. 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 revolving credit facilities 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 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 regular U.S. federal corporate income tax;

We could be subject to 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 provisions of the Internal Revenue Code of 1986, as amended (the “Code”) 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. In order to maintain our qualification as a REIT, we must satisfy a number of requirements, generally including requirements regarding the ownership of our stock, requirements regarding the composition of our assets, a requirement that at least 95% of our gross income in any year must be derived from qualifying sources, and we must make distributions to our stockholders aggregating annually at least 90% of our net taxable income, excluding capital gains. 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. 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 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 20% 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 forgo 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 affecting REITs 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. Treasury Department. 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, U.S. Treasury Department 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.

The Tax Cuts and Jobs Act of 2017 (the “2017 Tax Act”) significantly changed the U.S. federal income taxation of U.S. businesses and their owners, including REITs and their stockholders. Changes made by the 2017 Tax Act that could affect us and our stockholders include:

temporarily reducing individual U.S. federal income tax rates on ordinary income; the highest individual U.S. federal income tax rate has been reduced from 39.6% to 37% for taxable years beginning after December 31, 2017 and before January 1, 2026;

permanently eliminating the progressive corporate tax rate structure, which previously imposed a maximum corporate tax rate of 35%, and replacing it with a flat corporate tax rate of 21%;

permitting a deduction for certain pass-through business income, including dividends received by our stockholders from us that are not designated by us as capital gain dividends or qualified dividend income, which will allow individuals, trusts, and estates to deduct up to 20% of such amounts for taxable years beginning after December 31, 2017 and before January 1, 2026;

reducing the highest rate of withholding with respect to our distributions to non-U.S. stockholders that are treated as attributable to gains from the sale or exchange of U.S. real property interests from 35% to 21%;

limiting our deduction for net operating losses arising in taxable years beginning after December 31, 2017 to 80% of REIT taxable income (prior to the application of the dividends paid deduction);

generally limiting the deduction for net business interest expense in excess of 30% of a business’s “adjusted taxable income,” except for taxpayers (including most equity REITs) that engage in certain real estate businesses and elect out of this rule (provided that such electing taxpayers must use an alternative depreciation system with longer depreciation periods); and

eliminating the corporate alternative minimum tax.

Many of these changes were effective immediately, without any transition periods or grandfathering for existing transactions. The 2017 Tax Act is unclear in many respects and could be subject to potential amendments and technical corrections, as well as interpretations and implementing regulations by the U.S. Treasury Department and IRS, any of which could lessen or increase the impact of the 2017 Tax Act. In addition, it is unclear how these U.S. federal income tax changes will affect state and local taxation, which often uses federal taxable income as a starting point for computing state and local tax liabilities. While some of the changes made by the 2017 Tax Act may adversely affect us in one or more reporting periods and prospectively, other changes may be beneficial on a going forward basis. We continue to work with our tax advisors and auditors to determine the full impact that the 2017 Tax Act as a whole will have on us.

ITEM 1B.    Unresolved Staff Comments

None.


ITEM 2.    Properties

Seniors Housing and Healthcare Properties

As of December 31, 2019, we owned approximately 1,3001,200 properties (including properties owned through investments in unconsolidated entities and properties classified as held for sale), consisting of seniors housing communities, MOBs, life sciencemedical office buildings (“MOBs”), research and innovation centers, skilled nursinginpatient rehabilitation facilities specialty hospitals(“IRFs”) and generallong-term acute care hospitals,facilities (“LTACs”), and wehealth systems. We had six22 properties under development, including one propertyfour properties that isare owned by an unconsolidated real estate entity.entities. 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, 2016,2019, we had $1.7$2.0 billion aggregate principal amount of mortgage loan indebtedness outstanding, secured by 12384 of our properties. Excluding those portions attributed to our joint venture partners, our share of mortgage loan indebtedness outstanding was $1.6$1.8 billion.

The following table provides additional information regarding the geographic diversification of our portfolio of properties as of December 31, 2016 (including2019 (excluding properties owned through investments in unconsolidated entities but excludingand properties classified as held for sale):.


Seniors Housing
Communities
 
Skilled Nursing
Facilities
 MOBs Life Science and Innovation Centers Specialty Hospitals General Acute Care
Seniors Housing
Communities
 SNFs MOBs Research and Innovation Centers IRFs and LTACs Health Systems
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
# 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
Alabama6
 382
 —
 —
 4
 469
 —
 —
 —
 —
 —
 —
5
 324
 —
 —
 4
 469
 —
 —
 —
 —
 —
 —
Arizona28
 2,562
 —
 —
 13
 830
 —
 —
 1
 60
 —
 —
27
 2,316
 —
 —
 15
 962
 —
 —
 1
 60
 —
 —
Arkansas4
 287
 —
 —
 1
 5
 —
 —
 —
 —
 —
 —
4
 302
 —
 —
 1
 5
 —
 —
 —
 —
 —
 —
California86
 9,743
 4
 483
 25
 2,034
 —
 —
 6
 503
 —
 —
81
 9,048
 —
 —
 29
 2,371
 —
 —
 6
 503
 —
 —
Colorado19
 1,689
 2
 190
 13
 891
 —
 —
 1
 68
 —
 —
15
 1,257
 1
 82
 13
 896
 —
 —
 1
 68
 —
 —
Connecticut14
 1,625
 —
 —
 —
 —
 2
 1,032
 —
 —
 —
 —
13
 1,587
 —
 —
 —
 —
 2
 1,033
 —
 —
 —
 —
District of Columbia—
 —
 —
 —
 2
 102
 —
 —
 —
 —
 —
 —
—
 —
 —
 —
 2
 102
 —
 —
 —
 —
 —
 —
Florida49
 4,582
 —
 —
 19
 583
 1
 259
 6
 511
 —
 —
44
 4,181
 —
 —
 11
 223
 1
 252
 6
 508
 —
 —
Georgia20
 1,751
 1
 162
 14
 1,188
 —
 —
 —
 —
 —
 —
18
 1,635
 —
 —
 14
 1,201
 —
 —
 —
 —
 —
 —
Idaho1
 70
 6
 513
 —
 —
 —
 —
 —
 —
 —
 —
1
 70
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
Illinois25
 2,942
 1
 82
 37
 1,547
 1
 129
 4
 430
 —
 —
25
 2,955
 1
 82
 36
 1,447
 1
 129
 4
 430
 —
 —
Indiana11
 921
 8
 1,109
 23
 1,603
 —
 —
 1
 59
 —
 —
5
 402
 —
 —
 23
 1,602
 —
 —
 1
 59
 —
 —
Kansas9
 541
 —
 —
 1
 33
 —
 —
 —
 —
 —
 —
8
 515
 —
 —
 1
 33
 —
 —
 —
 —
 —
 —
Kentucky10
 911
 3
 377
 4
 173
 —
 —
 1
 384
 —
 —
9
 805
 —
 —
 4
 173
 —
 —
 1
 384
 —
 —
Louisiana1
 58
 —
 —
 5
 361
 —
 —
 —
 —
 —
 —
1
 58
 —
 —
 5
 362
 —
 —
 —
 —
 —
 —
Maine6
 445
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
6
 452
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
Maryland5
 360
 —
 —
 2
 83
 5
 489
 —
 —
 —
 —
5
 352
 —
 —
 2
 83
 5
 467
 —
 —
 —
 —
Massachusetts19
 2,104
 8
 963
 —
 —
 —
 —
 —
 —
 —
 —
15
 1,789
 —
 —
 —
 —
 1
 78
 —
 —
 —
 —
Michigan23
 1,457
 —
 —
 14
 599
 —
 —
 —
 —
 —
 —
21
 1,345
 —
 —
 13
 589
 —
 —
 —
 —
 —
 —
Minnesota18
 1,029
 —
 —
 4
 241
 —
 —
 —
 —
 —
 —
14
 856
 —
 —
 4
 241
 —
 —
 —
 —
 —
 —
Mississippi—
 —
 —
 —
 1
 51
 —
 —
 —
 —
 —
 —
—
 —
 —
 —
 1
 51
 —
 —
 —
 —
 —
 —
Missouri2
 153
 —
 —
 20
 1,096
 3
 465
 2
 227
 —
 —
2
 154
 —
 —
 21
 1,167
 5
 818
 1
 60
 —
 —
Montana2
 182
 2
 276
 —
 —
 —
 —
 —
 —
 —
 —
3
 222
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
Nebraska1
 134
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
1
 133
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
Nevada5
 589
 —
 —
 5
 416
 —
 —
 1
 52
 —
 —
3
 326
 —
 —
 5
 416
 —
 —
 1
 52
 —
 —
New Hampshire1
 125
 1
 290
 —
 —
 —
 —
 —
 —
 —
 —
1
 126
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
New Jersey13
 1,184
 1
 153
 3
 37
 —
 —
 —
 —
 —
 —
12
 1,137
 1
 153
 3
 37
 —
 —
 —
 —
 —
 —
New Mexico4
 468
 —
 —
 —
 —
 —
 —
 2
 123
 4
 544
4
 451
 —
 —
 —
 —
 —
 —
 2
 123
 4
 544
New York42
 4,638
 —
 —
 4
 244
 —
 —
 —
 —
 —
 —
40
 4,639
 —
 —
 4
 244
 —
 —
 —
 —
 —
 —
North Carolina23
 1,894
 3
 297
 20
 832
 6
 1,141
 1
 124
 —
 —
22
 1,314
 —
 —
 17
 831
 8
 1,538
 1
 124
 —
 —
North Dakota2
 115
 —
 —
 1
 114
 —
 —
 —
 —
 —
 —
2
 115
 —
 —
 1
 114
 —
 —
 —
 —
 —
 —
Ohio21
 1,267
 6
 907
 28
 1,225
 —
 —
 1
 50
 —
 —
19
 1,194
 —
 —
 28
 1,225
 —
 —
 1
 50
 —
 —
Oklahoma8
 463
 —
 —
 —
 —
 —
 —
 —
 —
 4
 954
7
 439
 —
 —
 1
 80
 —
 —
 —
 —
 4
 954
Oregon29
 2,581
 —
 —
 1
 105
 —
 —
 —
 —
 —
 —
29
 2,583
 —
 —
 1
 105
 —
 —
 —
 —
 —
 —
Pennsylvania32
 2,362
 4
 620
 10
 878
 3
 566
 1
 52
 —
 —
30
 2,201
 4
 620
 9
 713
 5
 953
 1
 52
 —
 —
Rhode Island6
 596
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
4
 399
 —
 —
 —
 —
 3
 580
 —
 —
 —
 —
South Carolina5
 402
 —
 —
 20
 1,104
 —
 —
 —
 —
 —
 —
6
 433
 —
 —
 20
 1,092
 —
 —
 —
 —
 —
 —
South Dakota4
 182
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
4
 182
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
Tennessee18
 1,420
 —
 —
 11
 405
 —
 —
 1
 49
 —
 —
18
 1,400
 —
 —
 7
 278
 —
 —
 1
 49
 —
 —
Texas51
 3,916
 —
 —
 22
 1,332
 —
 —
 9
 590
 1
 445
45
 3,578
 —
 —
 16
 837
 —
 —
 9
 584
 1
 445
Utah3
 321
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
3
 321
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
Vermont—
 —
 1
 144
 —
 —
 —
 —
 —
 —
 —
 —
Virginia8
 655
 3
 432
 5
 231
 2
 191
 —
 —
 —
 —
8
 655
 —
 —
 5
 231
 3
 453
 —
 —
 —
 —
Washington25
 2,417
 8
 737
 10
 579
 —
 —
 —
 —
 —
 —
23
 2,230
 5
 469
 10
 579
 —
 —
 —
 —
 —
 —
West Virginia2
 124
 4
 326
 —
 —
 —
 —
 —
 —
 —
 —
2
 124
 4
 326
 —
 —
 —
 —
 —
 —
 —
 —
Wisconsin51
 2,256
 —
 —
 21
 1,105
 —
 —
 —
 —
 —
 —
45
 2,218
 —
 —
 21
 1,105
 —
 —
 —
 —
 —
 —
Wyoming2
 168
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
2
 169
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
Total U.S.714
 62,071
 66
 8,061
 363
 20,496
 23
 4,272
 38
 3,282

9

1,943
652
 56,992
 16
 1,732
 347
 19,864
 34
 6,301
 37
 3,106

9

1,943
Canada41
 4,499
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
70
 12,865
 —
 —
 —
 —
 —
 —
 —
 —
 —
 —
United Kingdom10
 663
 —
 —
 —
 —
 —
 —
 —
 —
 3
 121
12
 776
 —
 —
 —
 —
 —
 —
 —
 —
 3
 121
Total765
 67,233
 66
 8,061
 363
 20,496
 23
 4,272
 38
 3,282

12

2,064
734
 70,633
 16
 1,732
 347
 19,864
 34
 6,301
 37
 3,106

12

2,064

(1) 
Square Feet are in thousands 

Corporate Offices

Our headquarters are located in Chicago, Illinois and we have an additional corporate offices in:office in Louisville, Kentucky; Plano, Texas; and Irvine, California.Kentucky. 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.


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 Quarter76.90
 61.82
 0.79
Third Quarter68.52
 52.66
 0.73
Fourth Quarter58.38
 49.68
 0.73
2016     
First Quarter$63.22
 $48.43
 $0.73
Second Quarter72.82
 59.69
 0.73
Third Quarter76.56
 67.33
 0.73
Fourth Quarter69.19
 57.86
 0.775
As of February 9, 2017,17, 2020, we had 354.6372.9 million shares of our common stock outstanding held by approximately 4,7503,926 stockholders of record.

Dividends and Distributions

We pay regular quarterly dividends to holders of our common stock to comply with the provisions of the Internal Revenue Code of 1986, as amended (the “Code”) governing REITs. On February 10, 2017,In order to maintain our Board of Directors declaredqualification as a REIT, we are required under the first quarterly installmentCode, among other things, to distribute annually at least 90% of our 2017 dividend onREIT taxable income, determined without regard to any net capital gain. In addition, we will be subject to income tax at the regular corporate rate to the extent we distribute less than 100% of 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.REIT taxable income, including any net capital gains. 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.2020.

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.


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, 2016:2019:
Number of Shares
Repurchased (1)
 
Average Price
Per Share
Number of Shares
Repurchased (1)
 
Average Price
Per Share
October 1 through October 31106
 $67.95
13,085
 $71.14
November 1 through November 30—
 $—
181
 $59.20
December 1 through December 31—
 $—
21,091
 $57.08

(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.

Stock Performance Graph

The following performance graph compares the cumulative total return (including dividends) to the holders of our common stock from December 31, 20112014 through December 31, 2016,2019, with the cumulative total returns of the NYSE Composite Index, the FTSE NAREITNareit 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, 20112014 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 12/31/201612/31/2014 12/31/2015 12/31/2016 12/31/2017 12/31/2018 12/31/2019
Ventas$100 $122.31 $112.96 $147.89 $139.68 $162.23$100 $94 $110 $110 $114 $118
NYSE Composite Index$100 $116.26 $146.95 $157.05 $150.81 $168.99$100 $96 $108 $128 $117 $147
Composite REIT Index$100 $119.73 $122.53 $155.89 $159.09 $174.00$100 $102 $112 $122 $117 $150
S&P 500 Index$100 $115.99 $153.55 $174.55 $176.95 $198.10$100 $101 $113 $138 $132 $174



chart-7546c48c7887535dbdb.jpg



ITEM 6.    Selected Financial Data

The selected financial data has been derived from our audited Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K and previous Annual Reports on Form 10- K. 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 Part II, Item 7 of this Annual Report on Form 10-K and our Consolidated Financial Statements and the notes thereto included in Part II, 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,As of and For the Years Ended December 31,
2016 2015 2014 2013 20122019 2018 2017 2016 2015
(Dollars in thousands, except per share data)(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
$1,609,876
 $1,513,807
 $1,593,598
 $1,476,176
 $1,346,046
Resident fees and services1,847,306
 1,811,255
 1,552,951
 1,406,005
 1,227,124
2,151,533
 2,069,477
 1,843,232
 1,847,306
 1,811,255
Interest expense419,740
 367,114
 292,065
 249,009
 199,801
451,662
 442,497
 448,196
 419,740
 367,114
Property-level operating expenses1,434,762
 1,383,640
 1,195,388
 1,109,925
 966,812
1,808,208
 1,689,880
 1,483,072
 1,434,762
 1,383,640
General, administrative and professional fees126,875
 128,035
 121,738
 115,083
 98,489
165,996
 151,982
 135,490
 126,875
 128,035
Income from continuing operations attributable to common stockholders, including real estate dispositions650,153
 406,740
 376,032
 374,338
 202,159
Discontinued operations(922) 11,103
 99,735
 79,171
 160,641
Income from continuing operations439,297
 415,991
 1,361,222
 652,412
 408,119
Net income attributable to common stockholders649,231
 417,843
 475,767
 453,509
 362,800
433,016
 409,467
 1,356,470
 649,231
 417,843
Per Share Data                  
Income from continuing operations attributable to common stockholders, including real estate dispositions:         
Income from continuing operations:         
Basic$1.88
 $1.23
 $1.28
 $1.28
 $0.69
$1.20
 $1.17
 $3.83
 $1.89
 $1.24
Diluted$1.86
 $1.22
 $1.26
 $1.27
 $0.68
$1.19
 $1.16
 $3.80
 $1.87
 $1.22
Net income attributable to common stockholders:                  
Basic$1.88
 $1.26
 $1.62
 $1.55
 $1.24
$1.18
 $1.15
 $3.82
 $1.88
 $1.26
Diluted$1.86
 $1.25
 $1.60
 $1.54
 $1.23
$1.17
 $1.14
 $3.78
 $1.86
 $1.25
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
$1,437,783
 $1,381,467
 $1,428,752
 $1,354,702
 $1,402,003
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 activities101,722
 1,030,122
 758,057
 114,996
 1,198,914
Net cash (used in) provided by investing activities(1,585,299) 324,496
 (937,107) (1,214,280) (2,420,740)
Net cash provided by (used in) financing activities160,674
 (1,761,937) (671,327) 96,838
 1,023,058
FFO (1)
1,440,544
 1,365,408
 1,273,680
 1,208,458
 1,024,567
1,436,049
 1,308,149
 1,512,885
 1,440,544
 1,365,408
Normalized FFO (1)
1,438,643
 1,493,683
 1,330,018
 1,220,709
 1,120,225
1,423,047
 1,462,055
 1,491,241
 1,438,643
 1,493,683
Balance Sheet Data                  
Real estate investments, at cost$25,327,215
 $23,802,454
 $20,196,770
 $21,403,592
 $19,745,607
Real estate property, gross$28,817,100
 $26,476,938
 $26,260,553
 $25,380,524
 $23,855,137
Cash and cash equivalents286,707
 53,023
 55,348
 94,816
 67,908
106,363
 72,277
 81,355
 286,707
 53,023
Total assets23,166,600
 22,261,918
 21,165,913
 19,731,494
 18,980,000
24,692,208
 22,584,555
 23,954,541
 23,166,600
 22,261,918
Senior notes payable and other debt11,127,326
 11,206,996
 10,844,351
 9,364,992
 8,413,646
12,158,773
 10,733,699
 11,276,062
 11,127,326
 11,206,996


(1) 
We consider Funds From Operations (“FFO”) and normalized FFO to be usefulappropriate supplemental measures of our operating performance.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 unanticipatednon-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.


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

attributable to common stockholders (determined in accordance with U.S. generally accepted accounting principles (“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.

We use the National Association of Real Estate Investment Trusts (“NAREIT”Nareit”) definition of FFO. NAREITNareit defines FFO as net income attributable to common stockholders (computed in accordance with U.S. generally accepted accounting principles (“GAAP”))GAAP), excluding gains (or losses)or losses from sales of real estate property, including gaingains or losslosses 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’sour executive equity compensation plan, and derivative transactions that have non-cash mark-to-market impacts on our Consolidated Statements of Income;Income and non-cash charges related to lease terminations; (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.matters; and (h) net expenses or recoveries related to natural disasters.


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 Part II, 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 Part II, 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;2019 highlights;

Our critical accounting policies and estimates;

Our results of operations for the last three years;

Our non-GAAP financial measures:

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, research and innovation, and healthcare properties located throughout the United States, Canada and the United Kingdom. As of December 31, 2016,2019, we owned approximately 1,3001,200 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 scienceresearch and innovation centers, skilled nursinginpatient rehabilitation facilities specialty hospitals(“IRFs”) and generallong-term acute care hospitals,facilities (“LTACs”), and wehealth systems. We had six22 properties under development, including one propertyfour properties that isare owned by an unconsolidated real estate entity.entities. We are an S&P 500 company and headquartered in Chicago, Illinois.


We primarily invest in seniors housing, research and innovation, and healthcare properties through acquisitions and lease our properties to unaffiliated tenants or operate them through independent third-party managers.

As of December 31, 2016,2019, we leased a total of 549412 properties (excluding MOBs and 33 properties owned through investments in unconsolidated entities)within our office operations reportable business segment) 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,expenditures. Our three largest tenants, Brookdale Senior Living Inc. (together with its subsidiaries, “Brookdale Senior Living”), Ardent Health Partners, LLC (together with its subsidiaries, “Ardent”) and Kindred Healthcare, LLC (formerly Kindred Healthcare, Inc., together with its subsidiaries, “Kindred”) leased from us 122 properties (excluding two properties managed by Brookdale Senior Living pursuant to long-term management agreements), 11 properties and 32 properties, respectively, as of December 31, 2019

As of December 31, 2019, pursuant to long-term management agreements, 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 our406 seniors housing communities (excluding one property owned through investments in unconsolidated entities) for us pursuant to long-term management agreements.us.
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;properties, senior living operations;operations and office operations. 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.

As of December 31, 2016,2019, our consolidated portfolio included 100% ownership interests in 1,1801,109 properties and controlling joint venture interests in 5586 properties, and we had non-controlling ownership interests in 39six properties through investments in unconsolidated entities. Through Lillibridge, and PMBRES, we provided management and leasing services to third parties with respect to 9074 MOBs as of December 31, 2016.2019.

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%

2019 Highlights

For information regarding our 2019 highlights, see “Business” in Part I, Item 1 of our consolidated debt was variable rate debt, including the effects of interest rate hedges.this Annual Report on Form 10-K.
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.


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.


Critical Accounting Policies and Estimates

Our Consolidated Financial Statements included in Part II, 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 Part II, Item 8 of this Annual Report on Form 10-K.

Principles of Consolidation

The Consolidated Financial Statements included in Part II, 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
Accounting for Real Estate Acquisitions

When we acquire real estate, we first make reasonable judgments about whether 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 istransaction involves an asset or a change to the terms or in the exercisabilitybusiness. Our real estate acquisitions are generally accounted for as asset acquisitions as substantially all of the rightsfair value of the limited partners, the sole general partner increasesgross assets acquired is concentrated in a single identifiable asset or decreases its ownershipgroup of limited partnership interests,similar identifiable assets. Regardless of whether an acquisition is considered a business combination 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,asset acquisition, 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 or assets acquired amongas 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.


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 analysisanalyses 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.

Intangibles primarily include the value of in-place leases and acquired lease contracts. 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.

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,an acquisition, we may assume rights and obligations under certain lease agreements pursuant to which we become the lessee of a given property. We generally 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 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 intangibleWhere we are the lessee, we record the acquisition date values of leases, including any above or below market value, within operating lease assets and liabilities within acquiredoperating 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.

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 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 leasedreal estate 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, if necessary, 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 allocatedetermine 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

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 theseour leases on a straight-line basis over the applicable lease term when collectibilitycollectability of substantially all rents 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
probable. We assess the collectibilityprobability of collecting substantially all rents under our rent receivables, including straight-line rent receivables. We base our assessment of the collectibility of rent receivables (other than straight-line rent receivables)leases based 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.property, the value of the underlying collateral, if any, expected future performance of the property and current economic conditions. If our evaluation of these factors indicates it is not probable that we will be unableable to receive the rent payments due in the future,collect substantially all rents, we providerecognize a reserve against the recognized straight-line rent receivable asset for the portion, upcharge to its full value, that we estimate may not be recovered.rental income. If we change our assumptions or estimatesconclusions regarding the collectibilityprobability of futurecollecting rent payments required by a lease, we may adjust our reserverecognize adjustments to increase or reduce the rental revenue recognizedincome in the period we make such change in our assumptions or estimates.conclusions.

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 “taxabletaxable REIT subsidiaries”subsidiaries (“TRSs”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. 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).or expense.

Recently Issued or Adopted Accounting Standards
On
We adopted ASC Topic 842, Leases (“ASC 842”) 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 in2019, 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 introducesintroduced a lessee model that brings most leases on the balance sheet and, amongstamong other changes, eliminates the requirement in current GAAP for an entity to use bright-line tests in determining lease classification. The amendments

ASC 842 allows for several practical expedients which permit the following: no reassessment of lease classification or initial direct costs; use of the standard’s effective date as the date of initial application; and no separation of non-lease components from the related lease components and, instead, to account for those components as a single lease component if certain criteria are met. We elected these practical expedients using the effective date as our date of initial application. Therefore, financial information and disclosures under ASC 842 are not provided for periods prior to January 1, 2019.

Upon adoption, we recognized both right of use assets and lease liabilities for leases in ASU 2016-02 do not significantly changewhich we lease land, real property or other equipment. We now also report revenues and expenses within our triple-net leased properties reportable business segment for real estate taxes and insurance that are escrowed and obligations of the current lessor accounting model. ASU 2016-02 is not effectivetenants in accordance with their respective leases with us. This reporting had no impact on our net income. Resident leases within our senior living operations reportable business segment and office leases also contain service elements. We elected the practical expedient to account for our resident and office leases as a single lease component. Also, we now expense certain leasing costs, other than leasing commissions, as they are incurred. Prior to the adoption of ASC 842, GAAP provided for the Company until January 1, 2019 with early adoption permitted. We have begun our process for implementing this guidance, including developing an inventorydeferral and amortization of all leases as well as identifying any non-lease components in oursuch costs over the applicable lease arrangements.term. We are continuing to evaluate this guidance and the impact to us,amortize any unamortized deferred lease costs as both lessor and lessee,of December 31, 2018 over their respective lease terms.

As of January 1, 2019 we recognized operating lease assets of $361.7 million on our consolidated financial statements.Consolidated Balance Sheets which includes the present value of minimum lease payments as well as certain existing above and/or below market lease intangible values associated with such leases. Also upon adoption, we recognized operating lease liabilities of $216.9 million on our Consolidated Balance Sheets. The present value of minimum lease payments was calculated on each lease using a discount rate that approximates our incremental borrowing rate primarily adjusted for the length of the individual lease terms. As of the January 1, 2019 adoption date, we utilized discount rates ranging from 6.15% to 7.60% for our ground leases.

In 2014, the FASB issued ASU 2014-09, Revenue From Contracts With Customers (“ASU 2014-09”), which outlinesUpon adoption, we recognized a comprehensive model for entitiescumulative effect adjustment to use in accounting for revenue arising from contracts with customers. ASU 2014-09 states that “an entity recognizes revenue to depict the transferretained earnings 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$0.6 million primarily relating to certain other transactions suchcosts associated with unexecuted leases that were deferred 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,December 31, 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, 2016,2019, 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 acquireinvest 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 scienceresearch 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 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

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 NOInet operating income (“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 See “Non-GAAP Financial Measures” included elsewhere in this Annual Report on Form 10-K for additional disclosure and reconciliations of operations of the CCP properties are presentednet income attributable to common stockholders, as discontinued operationscomputed in the accompanying results of operations. Throughout this discussion, “continuing operations” does not include properties disposed of as part of the CCP Spin-Off.accordance with GAAP, to NOI.

Years Ended December 31, 20162019 and 20152018

The table below shows our results of operations for the years ended December 31, 20162019 and 20152018 and the effect of changes in those results from period to period on our net income attributable to common stockholders.
 For the Years Ended
December 31,		 Increase (Decrease) to Net Income
 2019 2018 $ %
 (Dollars in thousands)
Segment NOI:       
Triple-net leased properties$754,337
 $740,318
 $14,019
 1.9 %
Senior living operations630,135
 623,276
 6,859
 1.1
Office operations574,157
 538,506
 35,651
 6.6
All other92,610
 127,520
 (34,910) (27.4)
Total segment NOI2,051,239
 2,029,620
 21,619
 1.1
Interest and other income10,984
 24,892
 (13,908) (55.9)
Interest expense(451,662) (442,497) (9,165) (2.1)
Depreciation and amortization(1,045,620) (919,639) (125,981) (13.7)
General, administrative and professional fees(165,996) (151,982) (14,014) (9.2)
Loss on extinguishment of debt, net(41,900) (58,254) 16,354
 28.1
Merger-related expenses and deal costs(15,235) (30,547) 15,312
 50.1
Other17,609
 (66,768) 84,377
 nm
Income before unconsolidated entities, real estate dispositions, income taxes, discontinued operations and noncontrolling interests359,419
 384,825
 (25,406) (6.6)
Loss from unconsolidated entities(2,454) (55,034) 52,580
 95.5
Gain on real estate dispositions26,022
 46,247
 (20,225) (43.7)
Income tax benefit56,310
 39,953
 16,357
 40.9
Income from continuing operations439,297
 415,991
 23,306
 5.6
Discontinued operations—
 (10) 10
 nm
Net income439,297
 415,981
 23,316
 5.6
Net income attributable to noncontrolling interests6,281
 6,514
 233
 3.6
Net income attributable to common stockholders$433,016
 $409,467
 23,549
 5.8
 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 Operations604,328
 601,840
 2,488
 0.4
Office Operations444,276
 399,891
 44,385
 11.1
All Other101,214
 89,176
 12,038
 13.5
Total segment NOI2,000,573
 1,875,141
 125,432
 6.7
Interest and other income876
 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 interest518,508
 351,675
 166,833
 47.4
Income (loss) from unconsolidated entities4,358
 (1,420) 5,778
 nm
Income tax benefit31,343
 39,284
 (7,941) (20.2)
Income from continuing operations554,209
 389,539
 164,670
 42.3
Discontinued operations(922) 11,103
 (12,025) nm
Gain on real estate dispositions98,203
 18,580
 79,623
 nm
Net income651,490
 419,222
 232,268
 55.4
Net income attributable to noncontrolling interest2,259
 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, 2016,2019, but excluding assets whose operations were classified as discontinued operations:
For the Year Ended
December 31,
 Increase (Decrease) to Segment NOI
For the Years Ended
December 31,
 Increase (Decrease) to Segment NOI
2016 2015 $ %2019 2018 $ %
(Dollars in thousands)(Dollars in thousands)
Segment NOI—Triple-Net Leased Properties:              
Rental income$845,834
 $779,801
 $66,033
 8.5%$780,898
 $737,796
 $43,102
 5.8%
Other services revenue4,921
 4,433
 488
 11.0
—
 2,522
 (2,522) nm
Less: Property-level operating expenses(26,561) —
 (26,561) nm
Segment NOI$850,755
 $784,234
 66,521
 8.5
$754,337
 $740,318
 14,019
 1.9
nm—not meaningful

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 reportable business 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

Pursuant to our adoption of ASC 842 on January 1, 2019, we now report revenues and property-level operating expenses within our triple-net leased properties reportable business segment for real estate tax and insurance expenses that are paid from escrows collected from our tenants. For further information regarding our adoption of ASC 842, see “NOTE 2—ACCOUNTING POLICIES” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.

Triple-net leased properties segment NOI increased in 2019 over the prior year primarily due to the second quarter 2018 non-cash expense of $21.3 million related to the Brookdale Senior Living lease extensions and net increases in rent, partially offset by fewer assets in the portfolio due to dispositions and operator transitions of seniors housing communities from triple-net leased properties to senior living operations.

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, 20162019 for the trailing 12 months ended September 30, 20162019 (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, 20152018 for the trailing 12 months ended September 30, 2015.2018. The table excludes non-stabilized properties, properties owned through investments in unconsolidated entities, certain properties for which we do not receive occupancy information and properties acquired or properties that transitioned operators for which we do not have a full four quarters of occupancy results.
 
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 Communities431
 88.2%  453
 88.2%
Skilled Nursing Facilities53
 79.9
  53
 81.4
Specialty Hospitals38
 59.1
  46
 57.8
 Number of Properties at December 31, 2019 Average Occupancy for the Trailing 12 Months Ended September 30, 2019  Number of Properties at December 31, 2018 Average Occupancy for the Trailing 12 Months Ended September 30, 2018
Seniors housing communities326
 86.0%  361
 85.0%
Skilled nursing facilities (“SNFs”)16
 87.3
  17
 85.2
IRFs and LTACs36
 53.6
  36
 56.5
(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 511393 same-store triple-net leased properties. See “Non-GAAP Financial Measures—NOI” included elsewhere in this Annual Report on Form 10-K for additional disclosure regarding same-store NOI.
 
For the Years Ended
December 31,
 Increase (Decrease) to Segment NOI
 2019 2018 $ %
 (Dollars in thousands)
Same-Store Segment NOI—Triple-Net Leased Properties:       
Rental income$749,561
 $688,914
 $60,647
 8.8%
Less: Property-level operating expenses(25,180) —
 (25,180) nm
Segment NOI$724,381
 $688,914
 35,467
 5.1

nm—not meaningful
The increase in our same-store triple-net leased properties unadjusted for foreign currency movements between comparison periods. With regardrental income in 2019 over the prior year is attributable primarily to our triple-net leased properties segment, “same-store” refersthe second quarter 2018 non-cash expense of $21.3 million related to properties that we owned for the full periodBrookdale Senior Living lease extensions and net increases 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.
rent.
 
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 revenue4,921
 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, 2016,2019, 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

 
For the Years Ended
December 31,
 Increase (Decrease) to Segment NOI
 2019 2018 $ %
 (Dollars in thousands)
Segment NOI—Senior Living Operations:       
Resident fees and services$2,151,533
 $2,069,477
 $82,056
 4.0 %
Less: Property-level operating expenses(1,521,398) (1,446,201) (75,197) (5.2)
Segment NOI$630,135
 $623,276
 6,859
 1.1
 
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 communities298
 305
 90.3% 91.2% $5,474
 $5,255
 
Number of
Properties at
December 31,
 
Average Unit
Occupancy
for the Years Ended
December 31,
 
Average Monthly Revenue Per Occupied Room for
the Years Ended
December 31,
 2019 2018 2019 2018 2019 2018
Total communities401
 355
 86.6% 87.0% $5,451
 $5,699
Revenues attributed to our senior living operations segment consist of resident
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

The increase in our senior living operations segment NOI in 2019 over the prior year over yearis attributable primarily due to the acquired properties described aboveacquisition of an 87% interest in 34 Canadian seniors housing communities (including five in-process developments) valued at $1.8 billion through an equity partnership (the “LGM Acquisition”) with Le Groupe Maurice (“LGM”), partially offset by decreases in occupancy and increases in salaries, bonus, benefits, insurance, real estate tax expenses and otherproperty-level operating expenses.

The following table compares results of operations for our 262340 same-store senior living operating communities, unadjustedcommunities.
 
For the Years Ended
December 31,
 Increase (Decrease) to Segment NOI
 2019 2018 $ %
 (Dollars in thousands)
Same-Store Segment NOI—Senior Living Operations:       
Resident fees and services$1,990,057
 $1,989,104
 $953
 nm
Less: Property-level operating expenses(1,401,208) (1,376,142) (25,066) (1.8)
Segment NOI$588,849
 $612,962
 (24,113) (3.9)

nm—not meaningful

 
Number of
Properties at
December 31,
 
Average Unit
Occupancy
for the Years Ended
December 31,
 
Average Monthly Revenue Per Occupied Room for
the Years Ended
December 31,
 2019 2018 2019 2018 2019 2018
Same-store communities340
 340
 86.5% 87.2% $5,787
 $5,733

The decrease in our same-store senior living operations segment NOI was primarily attributable to increases in property-level operating expenses and decreases in occupancy.

Effective January 1, 2020, we amended the same-store definition for foreign currency movements between periods. With regard to our senior living operations segment “same-store” refersin order to propertiesbetter align with industry practice. Going forward, among other changes, redevelopments in our senior living operations

segment that we owned and were operationalare considered materially disruptive will be excluded from the same-store pool until they meet the definition for subsequent inclusion. If this policy had been in place for 2019, same-store senior living operations results would have been based on same-store communities of 334 while the full periodyear-over-year change 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.
same-store segment NOI would have remained substantially unchanged at (3.9%).
 
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 communities262
 262
 90.4 91.1 5,578
 5,379


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, 2016,2019, but excluding assets whose operations were classified as discontinued operations:
For the Year Ended
December 31,
 Increase (Decrease) to Segment NOI
For the Years Ended
December 31,
 Increase (Decrease) to Segment NOI
2016 2015 $ %2019 2018 $ %
(Dollars in thousands)(Dollars in thousands)
Segment NOI—Office Operations:              
Rental income$630,342
 $566,245
 $64,097
 11.3 %$828,978
 $776,011
 $52,967
 6.8 %
Office building services revenue13,029
 34,436
 (21,407) (62.2)7,747
 7,592
 155
 2.0
Total revenues643,371
 600,681
 42,690
 7.1
836,725
 783,603
 53,122
 6.8
Less:              
Property-level operating expenses(191,784) (174,225) (17,559) (10.1)(260,249) (243,679) (16,570) (6.8)
Office building services costs(7,311) (26,565) 19,254
 72.5
(2,319) (1,418) (901) (63.5)
Segment NOI$444,276
 $399,891
 44,385
 11.1
$574,157
 $538,506
 35,651
 6.6
 
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 buildings388
 369
 91.7% 91.7% $31
 $29
 
Number of
Properties at
December 31,
 
Occupancy at
December 31,
 Annualized Average Rent Per Occupied Square Foot for the Years Ended December 31,
 2019 2018 2019 2018 2019 2018
Total office buildings382
 387
 90.3% 90.1% $34
 $32
The increase in our office operations segment rental incomeNOI in 20162019 over the prior year is attributedattributable 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 and2019 increases in real estate taxesoccupancy and other operating expenses.2018 and 2019 acquisitions and openings of new buildings, partially offset by dispositions.
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 272353 same-store office buildings. With regard to
 
For the Years Ended
December 31,
 Increase (Decrease) to Segment NOI
 2019 2018 $ %
 (Dollars in thousands)
Same-Store Segment NOI—Office Operations:       
Rental income$723,229
 $709,714
 $13,515
 1.9 %
Less: Property-level operating expenses(224,072) (218,272) (5,800) (2.7)
Segment NOI$499,157
 $491,442
 7,715
 1.6
 
Number of
Properties at
December 31,
 
Occupancy at
December 31,
 Annualized Average Rent Per Occupied Square Foot for the Years Ended December 31,
 2019 2018 2019 2018 2019 2018
Same-store office buildings353
 353
 92.1% 91.9% $33
 $32
The increase in our same-store office operations segment “same-store” refersNOI in 2019 over the prior year is attributable primarily to properties that we owned for the full periodincreases 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.occupancy.

 
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 buildings272
 272
 90.6 91.2 31 31


Segment NOI—All Other
All
Information provided for all other segment NOI consists solely ofincludes income from loans and investments. Income from loansinvestments and investments increasedother miscellaneous income not directly attributable to any of our three reportable business segments. The $34.9 million decrease in 2016all other segment NOI in 2019 over the prior year is primarily due primarily to a February 2016 $140.0reduced income related to the $700.0 million secured mezzanineterm loan investment that has an annual interest rate of 9.95%,we made to Ardent in March 2017, which was fully repaid in June 2018, partially offset by decreasedincreased 2019 investment activity. 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.

Interest and other income

The $13.9 million decrease in interest and other income in 2019 over the prior year is primarily due to loans repaid during 2016.a $12.3 million fee received in the third quarter of 2018 related to certain 2018 Kindred transactions. 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.

Interest Expense

The $7.8$9.2 million decreaseincrease in total interest expense including interest allocatedin 2019 over the prior year is primarily attributable to discontinued operationsan increase of $60.4$17.9 million for the year ended December 31, 2015, is attributed primarily to a $11.5 million reduction in interest due to lowerhigher debt balances and decreased capitalized interest, partially offset by a $3.7decrease of $10.7 million increase due to highera lower effective interest rates, including the amortization of any fair value adjustments.rate. Our weighted average effective interest rate was 3.63%3.8% for 2016,2019, compared to 3.60%3.9% for 2015.2018. Capitalized interest for 2019 and 2018 was $9.0 million and $10.9 million, respectively.

Depreciation and Amortization

Depreciation and amortization expense related to continuing operations increased during 2019 compared to 2018, primarily due to real estate impairments and asset acquisitions, net of dispositions.

Loss on Extinguishment of Debt, Net

The loss on extinguishment of debt, net in 2016 and 2015 resulted2019 was due 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$600.0 million aggregate principal amountamounts then outstanding of our 1.55%4.25% senior notes due 20162022. The loss on extinguishment of debt, net in 2018 was due primarily to the redemption and term loan repayments. The 2015 repayments were made primarily with proceeds from the distribution paid to us at the timerepayment of the CCP Spin-Off.$1.3 billion aggregate principal amounts then outstanding of our 4.00% senior notes due 2019 and our 4.75% senior notes due 2021.

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$15.3 million decrease in merger-related expenses and deal costs in 20162019 over the prior year was due primarily to costs associated with the 2018 transition of the management of 76 private pay seniors housing communities to Eclipse Senior Living.

Other

The $84.4 million change in other for 2019 over 2018 is primarily due to the January 2015 HCT acquisition2019 property insurance recoveries related to natural disasters in addition to 2018 impairments and the August 2015 acquisitionexpenses related to natural disasters.

Loss from Unconsolidated Entities

The $52.6 million decrease in loss from unconsolidated entities for 2019 over 2018 is primarily due to our share of Ardent Health Services, Inc., partially offset by costs incurredimproved financial results from our unconsolidated entities in 2019 and a $35.7 million impairment in 2018 relating to the September 2016 Life Sciences Acquisition.carrying costs of one of our equity method investments consisting principally of SNFs.
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 DispositionsDepreciation and Amortization
The $79.6 million increase in gain on
Depreciation and amortization expense related to continuing operations increased during 2019 compared to 2018, primarily due to real estate dispositionsimpairments and asset acquisitions, net of dispositions.

Loss on Extinguishment of Debt, Net

The loss on extinguishment of debt, net in 2016 over the same period in 20152019 was due primarily relates to the 2016 saleredemption and repayment of one triple-net leased property.$600.0 million aggregate principal amounts then outstanding of our 4.25% senior notes due 2022. The loss on extinguishment of debt, net in 2018 was due primarily to the redemption and repayment of $1.3 billion aggregate principal amounts then outstanding of our 4.00% senior notes due 2019 and our 4.75% senior notes due 2021.


Merger-Related Expenses and Deal Costs
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 Operations601,840
 516,395
 85,445
 16.5
Office Operations399,891
 310,515
 89,376
 28.8
All Other89,176
 54,048
 35,128
 65.0
Total segment NOI1,875,141
 1,560,070
 315,071
 20.2
Interest and other income1,052
 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 interest351,675
 350,703
 972
 0.3
Loss from unconsolidated entities(1,420) (139) (1,281) nm
Income tax benefit39,284
 8,732
 30,552
 nm
Income from continuing operations389,539
 359,296
 30,243
 8.4
Discontinued operations11,103
 99,735
 (88,632) (88.9)
Gain on real estate dispositions18,580
 17,970
 610
 3.4
Net income419,222
 477,001
 (57,779) (12.1)
Net income attributable to noncontrolling interest1,379
 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$15.3 million decrease 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 revenue4,433
 4,565
 (132) (2.9)
Segment NOI$784,234
 $679,112
 105,122
 15.5
Triple-net leased properties segment NOI increasedmerger-related expenses and deal costs in 20152019 over the prior year was due primarily to costs associated with the 2018 transition of the management of 76 private pay seniors housing communities to Eclipse Senior Living.

Other

The $84.4 million change in other for 2019 over 2018 is primarily due to rent2019 property insurance recoveries related to natural disasters in addition to 2018 impairments and expenses related to natural disasters.

Loss from the properties we acquired during 2015 and 2014, contractual escalationsUnconsolidated Entities

The $52.6 million decrease in rent pursuant to the terms of our leases, and increases in base and other rent under certain of our leases.

The following table compares results of operationsloss from unconsolidated entities 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 revenue4,433
 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 communities305
 270
 91.2% 91.1% $5,255
 $5,407
Our senior living operations segment revenues increased in 20152019 over the prior year2018 is primarily due to seniors housing communities we acquired during 2015our share of improved financial results from our unconsolidated entities in 2019 and 2014, including the 2015 HCT acquisition and the 2014 acquisition of 29 seniors housing communities locateda $35.7 million impairment in Canada from Holiday Retirement (the “Holiday Canada Acquisition”).
Property-level operating expenses also increased year over year primarily due2018 relating to the acquired properties described above, increases in salaries, repairs and maintenancecarrying costs real estate taxes and higher management fees primarily due to increased revenues, partially offset by decreased incentive fees payable toof one of our operators and property insurance costs.equity method investments consisting principally of SNFs.


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 communities229
 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 revenue34,436
 22,529
 11,907
 52.9
Total revenues600,681
 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 buildings369
 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.

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 buildings270
 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 related to continuing operations increased $168.8 million in 2015during 2019 compared to 2018, primarily due to real estate impairments and asset acquisitions, we made in 2014 and 2015.net of dispositions.
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 20152019 was due primarily to the redemption and 2014 resultedrepayment of $600.0 million aggregate principal amounts then outstanding of our 4.25% senior notes due 2022. The loss on extinguishment of debt, net in 2018 was due primarily from various debt repayments we made to improvethe redemption and repayment of $1.3 billion aggregate principal amounts then outstanding of 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.4.00% senior notes due 2019 and our 4.75% senior notes due 2021.

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 $59.6$15.3 million increasedecrease in merger-related expenses and deal costs in 20152019 over the prior year was due primarily to costs associated with the 2018 transition of the management of 76 private pay seniors housing communities to Eclipse Senior Living.

Other

The $84.4 million change in other for 2019 over 2018 is primarily due to increased 2015 investment activity and costs2019 property insurance recoveries related to natural disasters in addition to 2018 impairments and expenses related to natural disasters.

Loss from Unconsolidated Entities

The $52.6 million decrease in loss from unconsolidated entities for 2019 over 2018 is primarily due to our share of improved financial results from our unconsolidated entities in 2019 and a $35.7 million impairment in 2018 relating to the CCP Spin-Off.carrying costs of one of our equity method investments consisting principally of SNFs.

Gain on Real Estate Dispositions

The $20.2 million decrease in gain on real estate dispositions for 2019 over 2018 is due primarily to higher disposition activity in 2018.

Income Tax Benefit
Income tax benefit for 2015 was due primarily to the
The $16.4 million increase in income tax benefit related to continuing operations for 2019 over 2018 is primarily due to a $57.6 million reversal of ordinary lossesvaluation allowances recorded against the net deferred tax assets of certain TRS entities. The TRS losses were mainly attributable toof our taxable REIT subsidiaries in the depreciation and amortizationsecond quarter 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 and2019, partially offset by the reversal of a netvaluation allowance on deferred tax liability at one TRS.
Discontinued Operations
Discontinued operations primarily relatesinterest carryforwards in the fourth quarter of 2018. The $23.3 million valuation allowance reversal recorded in 2018 was an adjustment to the operations of assets and liabilities disposed of as partprovisional amount recorded in the prior year related to enactment of the CCP Spin-Off. The decrease in income from discontinuedTax Cuts and Jobs Act of 2017 and was made based upon additional guidance issued by the Internal Revenue Service subsequent to enactment.
Years Ended December 31, 2018 and 2017

Our Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on February 8, 2019, contains information regarding our results of operations for 2015 comparedthe years ended December 31, 2018 and 2017 and the effect of changes in those results from period 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 ofperiod on our net income for the CCP operations, whereas 2015 only includes net income through August 17, 2015, the date of the CCP Spin-Off.attributable to common stockholders.


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 determinedattributable to common stockholders (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 operationsattributable to common stockholders 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”Nareit”) definition of FFO. NAREITNareit 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

Consolidated Statements of Income;Income and non-cash charges related to lease terminations; (d) the financial impact of contingent consideration, severance-relatedseverance-

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.matters; and (h) net expenses or recoveries related to natural disasters.    

The following table summarizes our FFO and normalized FFO for each of the five years ended December 31, 2016. Our2019. The decrease in normalized FFO for the year ended December 31, 2016 decreased2019 over the prior year is due primarily to resultsthe $12.3 million fee received in 2015 from the properties that were disposedthird quarter of as part of the CCP Spin-Off, partially offset by 20152018 related to certain 2018 Kindred transactions and 2016 acquisitions, net of related capital costs,2018 loan repayments 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%.fees.
For the Year Ended December 31,For the Years Ended December 31,
2016 2015 2014 2013 20122019 2018 2017 2016 2015
(In thousands)(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 dispositions98,203
 18,580
 17,970
 —
 —
Net income651,490
 419,222
 477,001
 454,669
 361,456
Net income attributable to noncontrolling interest2,259
 1,379
 1,234
 1,160
 (1,344)
Net income attributable to common stockholders$649,231
 $417,843
 $475,767
 $453,509
 $362,800
$433,016
 $409,467
 $1,356,470
 $649,231
 $417,843
Adjustments:                  
Real estate depreciation and amortization891,985
 887,126
 718,649
 624,245
 616,095
1,039,550
 913,537
 881,088
 891,985
 887,126
Real estate depreciation related to noncontrolling interest(7,785) (7,906) (10,314) (10,512) (8,503)
Real estate depreciation related to noncontrolling interests(9,762) (6,926) (7,565) (7,785) (7,906)
Real estate depreciation related to unconsolidated entities5,754
 7,353
 5,792
 6,543
 7,516
187
 1,977
 4,231
 5,754
 7,353
(Gain) loss on real estate dispositions related to unconsolidated entities(439) 19
 —
 —
 —
(1,263) (875) (1,057) (439) 19
Loss (gain) on re-measurement of equity interest upon acquisition, net—
 176
 —
 (1,241) (16,645)
(Gain) loss on re-measurement of equity interest upon acquisition, net—
 —
 (3,027) —
 176
Impairment on equity method investment—
 35,708
 —
 —
 —
Gain on real estate dispositions related to noncontrolling interests343
 1,508
 18
 —
 —
Gain on real estate dispositions(98,203) (18,580) (17,970) —
 —
(26,022) (46,247) (717,273) (98,203) (18,580)
Discontinued operations:                  
Loss (gain) on real estate dispositions1
 (231) (1,494) (4,059) (80,952)—
 —
 —
 1
 (231)
Depreciation on real estate assets—
 79,608
 103,250
 139,973
 144,256
—
 —
 —
 —
 79,608
FFO attributable to common stockholders1,440,544
 1,365,408
 1,273,680
 1,208,458
 1,024,567
1,436,049
 1,308,149
 1,512,885
 1,440,544
 1,365,408
Adjustments:                  
Change in fair value of financial instruments62
 460
 5,121
 449
 99
(78) (18) (41) 62
 460
Non-cash income tax benefit(34,227) (42,384) (9,431) (11,828) (6,286)(58,918) (18,427) (22,387) (34,227) (42,384)
Effect of the 2017 Tax Act—
 (24,618) (36,539) —
 —
Loss on extinguishment of debt, net2,779
 15,797
 5,013
 1,048
 37,640
41,900
 63,073
 839
 2,779
 15,797
Gain on non-real estate dispositions related to unconsolidated entities(557) —
 —
 —
 —
(18) (2) (39) (557) —
Merger-related expenses, deal costs and re-audit costs28,290
 152,344
 54,389
 21,560
 63,183
18,208
 38,145
 14,823
 28,290
 152,344
Amortization of other intangibles1,752
 2,058
 1,246
 1,022
 1,022
484
 759
 1,458
 1,752
 2,058
Other items related to unconsolidated entities3,291
 5,035
 3,188
 —
 —
Non-cash impact of changes to equity plan7,812
 4,830
 5,453
 —
 —
Non-cash charges related to lease terminations—
 21,299
 —
 —
 —
Natural disaster (recoveries) expenses, net(25,683) 63,830
 11,601
 —
 —
Normalized FFO attributable to common stockholders$1,438,643
 $1,493,683
 $1,330,018
 $1,220,709
 $1,120,225
$1,423,047
 $1,462,055
 $1,491,241
 $1,438,643
 $1,493,683


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, net expenses or recoveries related to natural disasters and non-cash charges related to lease terminations, 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 net income from continuing operationsattributable to common stockholders to Adjusted EBITDA for the years ended December 31, 2016, 2015 and 2014:EBITDA:
For the Year Ended December 31,For the Years Ended December 31,
2016 2015 20142019 2018 2017
(In thousands)(In thousands)
Income from continuing operations$554,209
 $389,539
 $359,296
Discontinued operations(922) 11,103
 99,735
Gain on real estate dispositions98,203
 18,580
 17,970
Net income651,490
 419,222
 477,001
Net income attributable to noncontrolling interest2,259
 1,379
 1,234
Net income attributable to common stockholders649,231
 417,843
 475,767
$433,016
 $409,467
 $1,356,470
Adjustments:          
Interest419,740
 427,542
 378,556
451,662
 442,497
 448,196
Loss on extinguishment of debt, net2,779
 14,411
 5,564
41,900
 58,254
 754
Taxes (including amounts in general, administrative and professional fees)(29,129) (37,112) (4,770)(52,677) (37,230) (57,307)
Depreciation and amortization898,924
 973,665
 828,466
1,045,620
 919,639
 887,948
Non-cash stock-based compensation expense20,958
 19,537
 20,994
33,923
 29,963
 26,543
Merger-related expenses, deal costs and re-audit costs25,141
 150,290
 53,847
15,246
 33,608
 12,653
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 entities25,246
 18,806
 12,469
Net income attributable to noncontrolling interests, adjusted for consolidated joint venture partners’ share of EBITDA(16,396) (10,420) (12,975)
Loss from unconsolidated entities, adjusted for Ventas share of EBITDA from unconsolidated entities32,462
 86,278
 32,219
Gain on real estate dispositions(98,202) (18,811) (19,183)(26,022) (46,247) (717,273)
Unrealized foreign currency (gains) losses(1,440) (1,727) 75
(1,061) 138
 (612)
Changes in fair value of financial instruments51
 460
 5,121
(104) (54) (61)
Gain on re-measurement of equity interest upon acquisition, net—
 176
 —
—
 —
 (3,027)
Non-cash charges related to lease terminations—
 21,299
 —
Natural disaster (recoveries) expenses, net(25,981) 54,684
 11,601
Adjusted EBITDA$1,900,645
 $1,952,358
 $1,743,407
$1,931,588
 $1,961,876
 $1,985,129


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 net income from continuing operationsattributable to common stockholders to NOI:
 For the Years Ended December 31,
 2019 2018 2017
 (In thousands)
Net income attributable to common stockholders$433,016
 $409,467
 $1,356,470
Adjustments:     
Interest and other income(10,984) (24,892) (6,034)
Interest451,662
 442,497
 448,196
Depreciation and amortization1,045,620
 919,639
 887,948
General, administrative and professional fees165,996
 151,982
 135,490
Loss on extinguishment of debt, net41,900
 58,254
 754
Merger-related expenses and deal costs15,235
 30,547
 10,535
Discontinued operations—
 10
 110
Other(17,609) 66,768
 20,052
Net income attributable to noncontrolling interests6,281
 6,514
 4,642
Loss from unconsolidated entities2,454
 55,034
 561
Income tax benefit(56,310) (39,953) (59,799)
Gain on real estate dispositions(26,022) (46,247) (717,273)
NOI$2,051,239
 $2,029,620
 $2,081,652

See “Results of Operations” for discussions regarding both segment NOI and same-store segment NOI. We define same-store as properties owned, consolidated and operational for the years ended December 31, 2016, 2015full period in both comparison periods and 2014:
are not otherwise excluded; provided, however, that we may include selected properties that otherwise meet the same-store criteria if they are included in substantially all of, but not a full, period for one or both of the comparison periods, and in our judgment such inclusion provides a more meaningful presentation of our portfolio performance. Same-store excludes: (i) properties sold or classified as held for sale or properties whose operations were classified as discontinued operations in accordance with GAAP; (ii) for properties included in our office operations reportable business segment, those properties for which management has an intention to institute a redevelopment plan because the properties may require major property-level expenditures to maximize value, increase NOI, maintain a market-competitive position and/or achieve property stabilization; and (iii) for other assets, those properties (A) that have transitioned operators or business models after the start of the prior comparison period or (B) for which an operator or business model transition has been scheduled after the start of the prior comparison period.  Newly-developed properties in the office operations and triple-net leased properties reportable business segments will be included in same-store if in service for the full period in both periods presented. To eliminate the impact of exchange rate movements, all same-store NOI measures assume constant exchange rates across comparable periods, using the following methodology: the current period’s results are shown in actual reported USD, while prior comparison period’s results are adjusted and converted to USD based on the average exchange rate for the current period.
 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 dispositions98,203
 18,580
 17,970
Net income651,490
 419,222
 477,001
Net income attributable to noncontrolling interest2,259
 1,379
 1,234
Net income attributable to common stockholders649,231
 417,843
 475,767
Adjustments:     
Interest and other income(876) (1,115) (5,017)
Interest419,740
 427,542
 378,556
Depreciation and amortization898,924
 973,665
 828,466
General, administrative and professional fees126,875
 128,044
 121,746
Loss on extinguishment of debt, net2,779
 14,411
 5,564
Merger-related expenses and deal costs25,556
 149,346
 45,051
Other9,988
 19,577
 39,337
Net income attributable to noncontrolling interest2,259
 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 debtavailable for sale 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.

The table below sets forth certain information with respect to our debt, excluding premiums and discounts.
As of December 31,As of December 31,
2016 2015 20142019 2018 2017
(Dollars in thousands)(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 loan200,000
 —
 —
Senior notes$8,584,056
 $7,945,598
 $8,218,369
Unsecured term loans200,000
 400,000
 200,000
Secured revolving construction credit facility160,492
 —
 —
Mortgage loans and other(1)
1,426,837
 1,554,062
 1,810,716
1,325,854
 698,136
 1,010,517
Variable rate:          
Unsecured revolving credit facilities146,538
 180,683
 919,099
Unsecured term loans, unhedged portion1,271,215
 1,568,477
 990,634
Mortgage loans and other292,060
 433,339
 474,047
Senior notes231,018
 —
 400,000
Unsecured revolving credit facility120,787
 765,919
 535,832
Unsecured term loans385,030
 500,000
 700,000
Commercial paper notes567,450
 —
 —
Secured revolving construction credit facility—
 90,488
 2,868
Mortgage loans and other(1)
671,115
 429,561
 298,047
Total$11,190,914
 $11,271,020
 $10,872,371
$12,245,802
 $10,829,702
 $11,365,633
Percent of total debt:          
Fixed rate:          
Senior notes and other70.2% 66.9% 61.4%
Floating to fixed rate swap on term loan1.8
 —
 —
Senior notes70.1% 73.4% 72.3%
Unsecured term loans1.6
 3.7
 1.8
Secured revolving construction credit facility1.3
 —
 —
Mortgage loans and other(1)
12.7
 13.8
 16.6
10.8
 6.4
 8.9
Variable rate:          
Unsecured revolving credit facilities1.3
 1.6
 8.5
Unsecured term loans, unhedged portion11.4
 13.9
 9.1
Mortgage loans and other2.6
 3.8
 4.4
Senior notes1.9
 —
 3.5
Unsecured revolving credit facility1.0
 7.1
 4.7
Unsecured term loans3.1
 4.6
 6.2
Commercial paper notes4.7
 —
 —
Secured revolving construction credit facility—
 0.8
 0.0
Mortgage loans and other(1)
5.5
 4.0
 2.6
Total100.0% 100.0% 100.0%100.0% 100.0% 100.0%
Weighted average interest rate at end of period:          
Fixed rate:          
Senior notes and other3.6% 3.5% 3.5%
Floating to fixed rate swap on term loan2.2
 —
 —
Senior notes3.7% 3.8% 3.7%
Unsecured term loans2.0
 2.8
 2.1
Secured revolving construction credit facility4.5
 —
 —
Mortgage loans and other(1)
5.6
 5.7
 5.9
3.7
 4.4
 5.2
Variable rate:          
Unsecured revolving credit facilities1.9
 1.4
 1.4
Unsecured term loans, unhedged portion1.7
 1.4
 1.3
Mortgage loans and other2.1
 2.0
 2.3
Senior notes2.5
 —
 2.3
Unsecured revolving credit facility2.4
 3.2
 2.3
Unsecured term loans2.9
 3.3
 2.3
Commercial paper notes2.0
 —
 —
Secured revolving construction credit facility—
 4.1
 3.1
Mortgage loans and other(1)
3.4
 3.4
 2.9
Total3.6
 3.5
 3.5
3.5
 3.7
 3.6
(1) 
Excludes mortgage debt of $22.9 million and $27.6$57.4 million related to real estate assets classified as held for sale as of December 31, 2015 and 2014, respectively. All amounts were2017 which was included in liabilities related to assets held for sale on our Consolidated Balance Sheets.Sheet.

The variable rate debt in the table above reflects, in part, the effect of $150.8$147.8 million notional amount of interest rate swaps with a maturity ofmaturities ranging from March 22, 20182022 to May 2022, in each case 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$505.1 million and C$119.8 million notional amount of interest rate swaps with maturities ranging from October 1, 2018August 2020 to August 3, 2020,December 2029, 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 See “NOTE 10—SENIOR NOTES PAYABLE AND OTHER DEBT” of the swap.Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.     
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%.
The decreaseincrease in our outstanding variable rate debt at December 31, 20162019 compared to December 31, 20152018 is primarily attributable to the $200 million notional amount interest rate swap that we entered into duringassumption of mortgage debt related to the first quarterLGM Acquisition and our November 2019 issuance of 2016 that effectively converts LIBOR-based floating rate debt to fixed rate debt and 2016 term loan and mortgage repayments.senior notes.
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, 2016,2019, interest expense for 2017on an annualized basis would increase by approximately $16.5$19.2 million, or $0.05 per diluted common share.

As of December 31, 20162019 and 2015,2018, our joint venture partners’ aggregate share of total debt was $80.9$228.2 million and $94.5$100.9 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$60.6 million and $115.1$40.8 million as of December 31, 20162019 and 2015,2018, 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 asrates:
 As of December 31,
 2019 2018
 (In thousands)
Gross book value10,270,402
 $9,043,734
Fair value10,784,441
 8,926,280
Fair value reflecting change in interest rates:   
-100 basis points11,438,507
 9,574,799
+100 basis points10,196,943
 8,568,149

The change in fair value of our fixed rate debt from December 31, 20162018 to December 31, 2019 was due primarily to 2019 senior note issuances, net of repayments, and 2015:
the assumption of mortgage debt related to the LGM Acquisition.
 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 points10,117,238
 9,674,423
+100 basis points9,133,292
 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, 20162019 and 2015,2018, 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$710.5 million and $855.7$479.4 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 Part II, 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, 20162019 (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, 20162019 would decrease or increase, as applicable, by approximatelyless than $0.01 per share or less than 1%0.1%. 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.


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,
As of
December 31,
2016 20152019 2018
Investment mix by asset type(1):
      
Seniors housing communities61.8% 65.3%62.2% 61.6%
Medical office buildings20.7
 21.7
Life science and innovation centers6.1
 —
Skilled nursing facilities1.4
 1.5
Specialty hospitals1.7
 2.1
General acute care hospitals5.6
 5.9
MOBs19.3
 20.4
Research and innovation centers8.7
 8.1
Health systems5.1
 5.6
IRFs and LTACs1.6
 1.7
SNFs0.7
 0.8
Secured loans receivable and investments, net2.7
 3.5
2.4
 1.8
Investment mix by tenant, operator and manager(1):
      
Atria22.6% 22.6%20.4% 22.1%
Sunrise11.3
 11.8
10.3
 11.0
Brookdale Senior Living8.1
 8.5
7.7
 8.4
Ardent4.7
 5.2
Kindred1.8
 2.2
1.0
 1.1
Ardent5.1
 5.3
All other51.1
 49.6
55.9
 52.2

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

For the Year Ended
December 31,
For the Years Ended December 31,
2016 2015 20142019 2018 2017
Operations mix by tenant and operator and business model:          
Revenues(1):
          
Senior living operations53.6% 55.1% 56.0%55.8% 55.3% 51.6%
Kindred5.4
 5.7
 5.9
Brookdale Senior Living(2)
4.8
 5.3
 6.1
4.7
 4.3
 4.7
Ardent3.1
 1.3
 —
3.1
 3.1
 3.1
Kindred3.3
 3.5
 4.7
All others33.1
 32.6
 32.0
33.1
 33.8
 35.9
Adjusted EBITDA(3):
     
Adjusted EBITDA:     
Senior living operations30.9% 29.7% 28.4%32.5% 31.3% 28.7%
Kindred8.9
 8.8
 10.2
Brookdale Senior Living(2)
7.9
 8.2
 9.2
8.1
 6.7
 7.6
Ardent5.1
 2.0
 —
5.4
 5.1
 5.1
Kindred5.8
 5.6
 7.7
All others47.2
 51.3
 52.2
48.2
 51.3
 50.9
NOI(4):
     
NOI:     
Senior living operations30.2% 32.1% 33.1%31.1% 30.7% 28.5%
Kindred9.2
 9.9
 10.6
Brookdale Senior Living(2)
8.3
 9.3
 10.9
8.7
 7.6
 8.0
Ardent5.3
 2.3
 —
5.8
 5.7
 5.3
Kindred6.3
 6.4
 8.1
All others47.0
 46.4
 45.4
48.1
 49.6
 50.1
Operations mix by geographic location(5):
     
Operations mix by geographic location(3):
     
California15.3% 15.4% 15.0%15.9% 15.7% 15.3%
New York8.8
 8.8
 9.6
8.8
 8.4
 8.6
Texas6.3
 6.1
 6.9
6.0
 6.2
 5.8
Illinois4.9
 4.9
 4.5
Pennsylvania4.7
 4.6
 4.2
Florida4.5
 4.6
 4.0
4.0
 4.4
 4.4
All others60.2
 60.2
 60.0
60.6
 60.7
 61.7


(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)operations and including amounts related to assets classified as held for sale).
(2) 
ExcludesResults exclude two seniors housing communities in 2019 and 2018 and one seniors housing community in 2017 included in the senior living operations.operations reportable business segment. 2018 results include the impact of a net non-cash charge of $21.3 million related to April 2018 lease extensions.
(3) 
Includes amounts in discontinued operations.
(4)
Excludes amounts in discontinued operations.
(5)
Ratios are based on total revenues (excluding amounts in discontinued operations)operations and including amounts related to assets classified as held for sale) 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 net income from continuing operationsattributable to common stockholders, as computed in accordance with GAAP, to Adjusted EBITDA and NOI, as computed in accordance with GAAP.respectively.

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.office buildings. For the year ended December 31, 2016, 52.3%2019, 60.3% 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, KindredArdent and ArdentKindred creates credit risk. If eitherany of Brookdale Senior Living, KindredArdent or ArdentKindred 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 limited. We cannot assure you thatimpaired. See “Risk Factors—Risks Arising from Our Business—Our leases and other agreements with Brookdale Senior Living, Ardent and Kindred account for a significant portion of our revenues and Ardent will have sufficient assets, income and access to financing to enable them to satisfy their respective obligations to us, andoperating income; any failure, inability or unwillingness by Brookdale Senior Living, KindredArdent 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”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 Part II, 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,leverage, 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 managersAtria and Sunrise to set appropriate resident fees, to provide accurate property-level financials results 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. 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; Adverseadverse developments in Atria’s orand Sunrise’s business and affairs or financial condition could have a Material Adverse Effect on us”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”renewed” included in Part I, Item 1A of this Annual Report on Form 10-K.

Our 34% ownership interestinterests in Atria entitles us to certaincustomary rights and minority protections, as well asincluding the right to appoint two of six members onto the Atria Board of Directors.

Triple-Net Lease Performance and Expirations
If
Any failure, inability or unwillingness by our tenants to satisfy their obligations under our triple-net leases could have a Material Adverse Effect on us. Also, 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, 2016,2019, 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”us” included in Part I, Item IA of this Annual Report on Form 10-K.


The following table summarizes our triple-net lease expirations currently scheduled to occur over the next ten10 years (excluding leases related to assets classified as held for sale as of December 31, 2016)2019):
Number of
Properties
 
2016 Annual
Rental Income
 
% of 2016 Total
Triple-Net Leased Properties Segment
Rental Income
Number of
Properties
 2019 Annual Rental Income % of 2019 Total Triple-Net Leased Properties Segment Rental Income
(Dollars in thousands)(Dollars in thousands)
2017—
 $—
 —%
20182
 1,989
 0.2
201973
 118,803
 14.0
202047
 35,347
 4.2
1
 $4,425
 0.6%
202177
 71,180
 8.4
8
 6,543
 0.8
202235
 41,066
 4.9
9
 10,777
 1.4
202312
 30,311
 3.6
6
 30,506
 3.9
202436
 22,424
 2.7
29
 16,747
 2.1
2025101
 187,304
 22.1
180
 315,596
 40.4
202630
 41,749
 4.9
36
 56,515
 7.2
20273
 6,857
 0.9
202866
 114,344
 14.6
202921
 25,284
 3.2


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 2016,2019, our principal sources of liquidity were cash flows from operations, proceeds from the issuance of debt and equity securities, borrowings under our commercial paper program, 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;debt; (iv) fund capital expenditures; (v) fund acquisitions, investments and commitments includingand any development and redevelopment activities; (v) fund capital expenditures; 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.facilities and commercial paper program. 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”strategy” included in Part I, Item 1A of this Annual Report on Form 10-K.
Unsecured
See “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 for further information regarding our significant financing activities.

Credit FacilityFacilities, Commercial Paper and Unsecured Term Loans

Our unsecured credit facility is comprised of a $2.0$3.0 billion unsecured revolving credit facility priced at LIBOR plus 1.0%0.875%, 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%.2019. The unsecured revolving credit facility matures in January 2018,2021, but may be extended at our option subject to the satisfaction of certain conditions for antwo additional periodperiods of one year.six months each. The $200.0 million and $371.2 million term loans mature in January 2018 and January 2019, respectively. The unsecured revolving credit facility also includes an accordion feature that permits us to increase our aggregate borrowing capacity thereunder to up to $3.5 billion.$3.75 billion.

In January 2019, our wholly-owned subsidiary, Ventas Realty, Limited Partnership (“Ventas Realty”), established an unsecured commercial paper program. Under the terms of the program, we may issue from time to time unsecured commercial paper notes up to a maximum aggregate amount outstanding at any time of $1 billion. The notes are sold under customary terms in the United States commercial paper note market and are ranked pari passu with all of Ventas Realty’s other unsecured senior indebtedness. The notes are fully and unconditionally guaranteed by Ventas, Inc. As of December 31, 2019, $567.5 million was outstanding under our commercial paper program.

As of December 31, 2016, we had $146.52019, $120.8 million of borrowingswas outstanding $14.1 million of letters of credit outstanding and $1.8 billion of unused borrowing capacity available under ourthe unsecured revolving credit facility.facility with an additional $24.0 million restricted to support outstanding letters of credit. In addition, we limit our utilization of the unsecured

revolving credit facility in order to maintain liquidity and to support our commercial paper program. Including these internal limits, we had $2.3 billion in available liquidity under the unsecured revolving credit facility as of December 31, 2019.

As of December 31, 2016,2019, we also had a $900.0$200.0 million unsecured term loan due 2020 priced at LIBOR plus 97.5 basis points.0.90% that matures in 2023.  The term loan also includes an accordion feature that effectively permits us to increase our aggregate borrowings thereunder to up to $800.0 million.        
In May 2016,
As of December 31, 2019, we repaid $100.0had a $400.0 million outstanding on oursecured revolving construction credit facility with $160.5 million of borrowings outstanding. The secured revolving construction credit facility matures in 2022 and is primarily used to finance the development of research and innovation centers and other construction projects.

As of December 31, 2019, we had a C$500 million 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.facility priced at Canadian Dollar Offered Rate (“CDOR”) plus 0.90% that matures in 2025.
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, 2016,2019, we had $7.1outstanding $7.5 billion aggregate principal amount of senior notes issued by our subsidiary, Ventas Realty Limited Partnership (“Ventas Realty”), and guaranteed($500.0 million of which was co-issued 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 $75.4approximately $75.2 million aggregate principal amount of senior notes ofissued by Nationwide Health Properties, Inc. (“NHP”) and assumed by our subsidiary, Nationwide Health Properties, LLC (“NHP LLC”), as successor to NHP, outstanding as follows:
$52.4 million principal amountin connection with our acquisition of 6.90% senior notes due 2037 (subject to earlier repayment at the option of the holder);NHP, 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 C$1.7 billion aggregate principal amount of senior notes ofissued by our wholly owned subsidiary, Ventas Canada Finance Limited (“Ventas Canada”). All of the senior notes issued by Ventas Realty and Ventas Canada are unconditionally 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.

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, 2016.2019.
Mortgage Loan Obligations
As ofMortgages

At December 31, 20162019 and 2015,2018, our consolidated aggregate principal amount of mortgage debt outstanding was $1.7$2.0 billion and $2.0$1.1 billion, respectively, of which our share was $1.6$1.8 billion and $1.9$1.0 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.

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 amountthe normal course of our business, interest rate swap with a maturity of August 3, 2020 that effectively converts LIBOR-based floatingfluctuations 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 fixed rate debt, setting LIBOR at 1.132% throughmitigate the maturity dateimpact of the swap.these risks.
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 andaddition, we paid cash dividends on our common stock aggregating $2.965 per share, which exceedswill be subject to income tax at the regular corporate rate to the extent we distribute less than 100% of our 2016 estimatedREIT taxable income, after the use ofincluding any net operating loss carryforwards.capital gains. We intend to pay dividends greater than 100% of our taxable income, after the use of any net operating loss carryforwards, for 2017.2020.

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 or advances to the tenants, or advances, which may increase the amount of rent payable with respect to the properties in certain cases. We expect tomay also 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.
leases. 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. 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 revolving credit facilities.

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, 2016,2019, we had six22 properties under development pursuant to these agreements, including one propertyfour properties that isare owned by an unconsolidated real

estate entity.entities. 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

From time to time, we may sell our common stock under an “at-the-market” equity offering program (“ATM program”). In March 2015,August 2018, 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 previousexpired ATM program inaccessible. In connection with our new universal shelf registration statement, we established a new ATMan identical program, pursuant tounder which we may sell from time to time, up to an aggregate of $1.0 billion of our common stock.
For
In June 2019, we sold 12.7 million shares of our common stock under a registered public offering for gross proceeds of $62.75 per share. We used the majority of the net proceeds to fund our LGM Acquisition. See “NOTE 4—ACQUISITIONS OF REAL ESTATE PROPERTY” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional information regarding the LGM Acquisition.

During the year ended December 31, 2016,2019, we issued and sold 18.92.7 million shares of our common stock under our ATM equity offering program and public offerings. Aggregate netfor gross proceeds for these activities were approximately $1.3 billion, after sales agent commissions.of $66.75 per share. As of December 31, 2016, approximately $230.62019, $822.1 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 forFor 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, in2018, we sold no shares of our sole discretion.common stock under our ATM program.

Cash Flows

The following table sets forth our sources and uses of cash flows for the years ended December 31, 20162019 and 2015:2018:
 
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 activities1,367,457
 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 activities101,722
 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
 
For the Years Ended
December 31,
 
(Decrease) Increase
to Cash
 2019 2018 $ %
 (Dollars in thousands)
Cash, cash equivalents and restricted cash at beginning of year$131,464
 $188,253
 $(56,789) (30.2)%
Net cash provided by operating activities1,437,783
 1,381,467
 56,316
 4.1
Net cash (used in) provided by investing activities(1,585,299) 324,496
 (1,909,795) nm
Net cash provided by (used in) financing activities160,674
 (1,761,937) 1,922,611
 nm
Effect of foreign currency translation1,480
 (815) 2,295
 nm
Cash, cash equivalents and restricted cash at end of year$146,102
 $131,464
 14,638
 11.1

nm—not meaningful

Cash Flows from Operating Activities

Cash flows from operating activities decreased $24.3increased $56.3 million during the year ended December 31, 20162019 over the same period in 2015. The decrease included activity2018 due primarily to higher NOI in 2015 from2019 including the properties that were disposedimpact of as partproperty acquisitions and lease-up of the CCP Spin-Off and payments received from tenants during the first quarter of 2015,new developments, partially offset by cash inflows related to the August 2015 acquisition of Ardent Health Services, Inc.asset dispositions, and cash inflows related to the September 2016 Life Sciences Acquisition.lower merger-related expenses and deal costs in 2019.

Cash Flows from Investing Activities

Cash used inflows from investing activities decreased $1.2$1.9 billion during 20162019 over 20152018 primarily due to increased acquisition and investment activity together with 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).dispositions.


Cash Flows from Financing Activities

Cash provided byflows from financing activities decreased $928.4 millionincreased $1.9 billion during 20162019 over 2015. This difference is2018 primarily due to decreased proceeds from the 2019 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.and increased net borrowings in 2019.

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, 2016:2019:
Total 
Less than 1
year(3)
 
1 - 3 years(4)
 
3 - 5 years(5)
 
More than 5
years(6)
Total 
Less than 1 year(3)
 
1 - 3 years(4)
 
3 - 5 years(5)
 
More than 5
years(6)
(In thousands)(In thousands)
Long-term debt obligations (1) (2)
$14,438,918
 $1,033,670
 $3,656,987
 $2,721,903
 $7,026,358
$15,591,539
 $1,296,990
 $2,607,408
 $3,799,947
 $7,887,194
Operating obligations, including ground lease obligations743,995
 28,146
 46,407
 40,871
 628,571
803,659
 28,826
 90,930
 38,902
 645,001
Total$15,182,913
 $1,061,816
 $3,703,394
 $2,762,774
 $7,654,929
$16,395,198
 $1,325,816
 $2,698,338
 $3,838,849
 $8,532,195

(1) 
Amounts represent contractual amounts due, including interest.
(2) 
Interest on variable rate debt was based on forward rates obtained as of December 31, 2016.2019.
(3) 
Includes $300.0$567.5 million of borrowings outstanding principal amount ofon our 1.250% senior notes due 2017.commercial paper program.
(4) 
Includes $146.5$120.8 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$160.5 million of borrowings underoutstanding on 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,secured revolving construction credit facility, $500.0 million outstanding principal amount of our 2.700%3.25% senior notes due 20202022, $231.0 million outstanding principal amount of our floating rate senior notes, Series F due 2021 and $900.0$192.5 million outstanding principal amount of borrowings under our unsecured term loan3.30% senior notes, Series C due 2020.2022.
(5)
Includes $200.0 million of borrowings outstanding on our unsecured term loan due 2023, $400.0 million outstanding principal amount of our 3.125% senior notes due 2023, $400.0 million outstanding principal amount of our 3.10% senior notes due 2023, $211.8 million outstanding principal amount of our 2.55% senior notes, Series D due 2023, $400.0 million

outstanding principal amount of our 3.50% senior notes due 2024, $400.0 million outstanding principal amount of our 3.75% senior notes due 2024, $462.0 million outstanding principal amount of our 2.80% senior notes, Series E due 2024 and $192.5 million outstanding principal amount of our 4.125% senior notes, Series B due 2024.
(6) 
Includes $5.5$385.0 million of borrowings outstanding on our unsecured term loan due 2025 and $5.4 billion aggregate principal amount outstanding of our senior notes maturing between 20212025 and 2045.2049. $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, at par, on October 1, in each of 2017 and 2027, and $23.0$22.8 million aggregate principal amount outstanding of our 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.

As of December 31, 2016,2019, we had $21.0$12.1 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 Part II, 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.



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




Management Report on Internal Control over Financial Reporting
8164
Report of Independent Registered Public Accounting Firm
8265
Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting
8367
Consolidated Balance Sheets as of December 31, 20162019 and 20152018
8469
Consolidated Statements of Income for the years endedYears Ended December 31, 2016, 20152019, 2018 and 20142017
8570
Consolidated Statements of Comprehensive Income for the years endedYears Ended December 31, 2016, 20152019, 2018 and 20142017
8671
Consolidated Statements of Equity for the years endedYears Ended December 31, 2016, 20152019, 2018 and 20142017
8772
Consolidated Statements of Cash Flows for the years endedYears Ended December 31, 2016, 20152019, 2018 and 20142017
8872
Notes to Consolidated Financial Statements
9074
Consolidated Financial Statement Schedules
 
Schedule II — Valuation and Qualifying Accounts
144120
Schedule III — Real Estate and Accumulated Depreciation
145121
Schedule IV — Mortgage Loans on Real Estate
185157




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 1934.1934, as amended. 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, 2016.2019.
 
In September 2019, the Company acquired an 87% interest in 34 Canadian seniors housing communities (including five in-process developments) valued at $1.8 billion through an equity partnership with Le Groupe Maurice (“LGM”). As permitted under Securities and Exchange Commission guidelines, the Company excluded from the assessment of the effectiveness of its internal control over financial reporting as of December 31, 2019, internal control over financial reporting of the operations of these acquired assets. Total assets and total revenues related to these operations represented 0.1% and 1.7%, respectively, of the Company’s related consolidated financial statement amounts as of and for the year ended December 31, 2019.

The effectiveness of our internal control over financial reporting as of December 31, 20162019 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report included herein.












REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors
Ventas, Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Ventas, Inc. and subsidiaries (the Company) as of December 31, 2019 and 2018, 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, 2019, and the related notes and financial statement schedules II, III, and IV (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2019, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2019 based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 21, 2020 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Change in Accounting Principle

As discussed in Note 2 to the consolidated financial statements, the Company has changed its method of accounting for leases as of January 1, 2019 due to the adoption of Financial Accounting Standards Board’s Accounting Standards Codification (ASC) Topic 842, Leases.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.


Evaluation of the probability of collection for substantially all triple-net rents

As discussed in Note 2 to the consolidated financial statements, the Company assesses the probability of collecting substantially all triple-net rents on an operator-by-operator basis. Whenever the results of that assessment, events, or changes in circumstances indicate that the Company will be unable to collect substantially all triple-net rents, the Company records a charge to rental income.

We identified the evaluation of the probability of collection for substantially all triple-net rents as a critical audit matter. The assessment is subjective and required complex auditor judgment to evaluate the various inputs and assumptions, including the financial strength of the tenant and any guarantors, and the expected operating performance of the leased property.

The primary procedures we performed to address this critical audit matter included the following. We tested certain internal controls over the Company’s evaluation of the relevant data inputs and assumptions in the collectibility assessment. To assess the financial strength of the tenant and any guarantors, we identified and evaluated the relevance, reliability, and sufficiency of the tenant and property financial information, tenant guarantees, the existence of outstanding accounts receivable, and the remaining term of the lease in the triple net collectibility assessment. We assessed the Company’s ability to estimate probability of collections by testing the reliability of the Company’s historical determinations.

Evaluation of the purchase price allocation related to buildings and improvements, land, and seniors housing in-place lease related intangibles

As discussed in Notes 2 and 4 to the consolidated financial statements, the Company acquired approximately $2 billion of real estate during the year ended December 31, 2019. The purchase price was allocated to the real estate assets acquired, primarily buildings and improvements, land, and seniors housing in-place lease related intangibles on a relative fair value basis.

We identified the evaluation of the purchase price allocation related to buildings and improvements, land, and seniors housing in-place lease related intangibles as a critical audit matter. The recorded value of investment in real estate, specifically buildings and improvements, land, and seniors housing in-place lease related intangibles, was sensitive to changes to the inputs and assumptions in the purchase price allocation. This resulted in a higher degree of subjectivity and required complex auditor judgment.

The primary procedures we performed to address this critical audit matter included the following. We tested certain internal controls over the Company’s purchase price allocation over buildings and improvements, land, and seniors housing in-place lease related intangibles. We evaluated the Company’s inputs and assumptions that were used to determine relative fair value by 1) identifying and considering the relevancy, reliability, and sufficiency of the sources of data used by the Company in developing the assumptions, 2) comparing to relevant industry market data, and 3) where relevant, performing a retrospective analysis of the assumptions used in prior acquisitions. We involved valuation professionals with specialized skills and knowledge who assisted in performing an assessment of the purchase price allocation to buildings and improvements, land, and seniors housing in-place lease related intangibles, including the comparison to relevant market data.

/s/ KPMG LLP


We have served as the Company’s auditor since 2014.

Chicago, Illinois
February 21, 2020



Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors Ventas, Inc.:

Opinion on Internal Control Over Financial Reporting

We have audited Ventas, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2016,2019, based on criteria established inInternal Control - Integrated Framework(2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2019 and 2018, 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, 2019, and related notes and financial statement schedules II, III, and IV (collectively, the consolidated financial statements), and our report dated February 21, 2020 expressed an unqualified opinion on those consolidated financial statements.

The Company acquired an interest in certain real estate assets through an equity partnership with Le Groupe Maurice during 2019, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2019, the internal control over financial reporting of the operations of the acquired assets (LGM Operations). Total assets and total revenues related to LGM Operations represented 0.1% and 1.7%, respectively, of the Company’s related consolidated financial statement amounts as of and for the year ended December 31, 2019. Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of LGM Operations.

Basis for Opinion

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 are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. 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 of internal control over financial reporting 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.

Definition and Limitations of Internal Control Over Financial Reporting

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

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 21, 2020
February 13, 2017













VENTAS, INC.
CONSOLIDATED BALANCE SHEETS

As of December 31,As of December 31,
2016 20152019 2018
(In thousands, except per
share amounts)
(In thousands, except per
share amounts)
Assets      
Real estate investments:      
Land and improvements$2,089,591
 $2,056,428
$2,283,929
 $2,114,406
Buildings and improvements21,516,396
 20,309,599
24,380,440
 22,437,243
Construction in progress210,599
 92,005
461,354
 422,334
Acquired lease intangibles1,510,629
 1,344,422
1,306,152
 1,502,955
Operating lease assets385,225
 —
25,327,215
 23,802,454
28,817,100
 26,476,938
Accumulated depreciation and amortization(4,932,461) (4,177,234)(7,088,013) (6,383,281)
Net real estate property20,394,754
 19,625,220
21,729,087
 20,093,657
Secured loans receivable and investments, net702,021
 857,112
704,612
 495,869
Investments in unconsolidated real estate entities95,921
 95,707
45,022
 48,378
Net real estate investments21,192,696
 20,578,039
22,478,721
 20,637,904
Cash and cash equivalents286,707
 53,023
106,363
 72,277
Escrow deposits and restricted cash80,647
 77,896
39,739
 59,187
Goodwill1,033,225
 1,047,497
1,051,161
 1,050,548
Assets held for sale54,961
 93,060
91,433
 5,454
Deferred income tax assets, net47,495
 —
Other assets518,364
 412,403
877,296
 759,185
Total assets$23,166,600
 $22,261,918
$24,692,208
 $22,584,555
Liabilities and equity      
Liabilities:      
Senior notes payable and other debt$11,127,326
 $11,206,996
$12,158,773
 $10,733,699
Accrued interest83,762
 80,864
111,115
 99,667
Operating lease liabilities251,196
 —
Accounts payable and other liabilities907,928
 779,380
1,145,700
 1,086,030
Liabilities related to assets held for sale1,462
 34,340
5,463
 205
Deferred income taxes316,641
 338,382
Deferred income tax liabilities200,831
 205,219
Total liabilities12,437,119
 12,439,962
13,873,078
 12,124,820
Redeemable OP unitholder and noncontrolling interests200,728
 196,529
273,678
 188,141
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, respectively88,514
 83,579
Common stock, $0.25 par value; 600,000 shares authorized, 372,811 and 356,572 shares issued at December 31, 2019 and 2018, respectively93,185
 89,125
Capital in excess of par value12,917,002
 11,602,838
14,056,453
 13,076,528
Accumulated other comprehensive loss(57,534) (7,565)(34,564) (19,582)
Retained earnings (deficit)(2,487,695) (2,111,958)(3,669,050) (2,930,214)
Treasury stock, 1 and 44 shares at December 31, 2016 and 2015, respectively(47) (2,567)
Treasury stock, 2 and 0 shares at December 31, 2019 and 2018, respectively(132) —
Total Ventas stockholders’ equity10,460,240
 9,564,327
10,445,892
 10,215,857
Noncontrolling interest68,513
 61,100
Noncontrolling interests99,560
 55,737
Total equity10,528,753
 9,625,427
10,545,452
 10,271,594
Total liabilities and equity$23,166,600
 $22,261,918
$24,692,208
 $22,584,555
  See accompanying notes.


VENTAS, INC.
CONSOLIDATED STATEMENTS OF INCOME
For the Years Ended December 31,For the Years Ended December 31,
2016 2015 20142019 2018 2017
(In thousands, except per share
amounts)
(In thousands, except per share
amounts)
Revenues          
Rental income:          
Triple-net leased$845,834
 $779,801
 $674,547
$780,898
 $737,796
 $840,131
Office630,342
 566,245
 463,910
828,978
 776,011
 753,467
1,476,176
 1,346,046
 1,138,457
1,609,876
 1,513,807
 1,593,598
Resident fees and services1,847,306
 1,811,255
 1,552,951
2,151,533
 2,069,477
 1,843,232
Office building and other services revenue21,070
 41,492
 29,364
11,156
 13,416
 13,677
Income from loans and investments98,094
 86,553
 51,778
89,201
 124,218
 117,608
Interest and other income876
 1,052
 4,263
10,984
 24,892
 6,034
Total revenues3,443,522
 3,286,398
 2,776,813
3,872,750
 3,745,810
 3,574,149
Expenses          
Interest419,740
 367,114
 292,065
451,662
 442,497
 448,196
Depreciation and amortization898,924
 894,057
 725,216
1,045,620
 919,639
 887,948
Property-level operating expenses:          
Senior living1,242,978
 1,209,415
 1,036,556
1,521,398
 1,446,201
 1,250,065
Office191,784
 174,225
 158,832
260,249
 243,679
 233,007
Triple-net leased26,561
 —
 —
1,434,762
 1,383,640
 1,195,388
1,808,208
 1,689,880
 1,483,072
Office building services costs7,311
 26,565
 17,092
2,319
 1,418
 3,391
General, administrative and professional fees126,875
 128,035
 121,738
165,996
 151,982
 135,490
Loss on extinguishment of debt, net2,779
 14,411
 5,564
41,900
 58,254
 754
Merger-related expenses and deal costs24,635
 102,944
 43,304
15,235
 30,547
 10,535
Other9,988
 17,957
 25,743
(17,609) 66,768
 20,052
Total expenses2,925,014
 2,934,723
 2,426,110
3,513,331
 3,360,985
 2,989,438
Income before unconsolidated entities, income taxes, discontinued operations, real estate dispositions and noncontrolling interest518,508
 351,675
 350,703
Income (loss) from unconsolidated entities4,358
 (1,420) (139)
Income before unconsolidated entities, real estate dispositions, income taxes, discontinued operations and noncontrolling interests359,419
 384,825
 584,711
Loss from unconsolidated entities(2,454) (55,034) (561)
Gain on real estate dispositions26,022
 46,247
 717,273
Income tax benefit31,343
 39,284
 8,732
56,310
 39,953
 59,799
Income from continuing operations554,209
 389,539
 359,296
439,297
 415,991
 1,361,222
Discontinued operations(922) 11,103
 99,735
—
 (10) (110)
Gain on real estate dispositions98,203
 18,580
 17,970
Net income651,490
 419,222
 477,001
439,297
 415,981
 1,361,112
Net income attributable to noncontrolling interest2,259
 1,379
 1,234
Net income attributable to noncontrolling interests6,281
 6,514
 4,642
Net income attributable to common stockholders$649,231
 $417,843
 $475,767
$433,016
 $409,467
 $1,356,470
Earnings per common share          
Basic:          
Income from continuing operations attributable to common stockholders, including real estate dispositions$1.88
 $1.23
 $1.28
Discontinued operations0.00
 0.03
 0.34
Income from continuing operations$1.20
 $1.17
 $3.83
Net income attributable to common stockholders$1.88
 $1.26
 $1.62
1.18
 1.15
 3.82
Diluted:          
Income from continuing operations attributable to common stockholders, including real estate dispositions$1.86
 $1.22
 $1.26
Discontinued operations0.00
 0.03
 0.34
Income from continuing operations$1.19
 $1.16
 $3.80
Net income attributable to common stockholders$1.86
 $1.25
 $1.60
1.17
 1.14
 3.78
Weighted average shares used in computing earnings per common share:     
Basic344,703
 330,311
 294,175
Diluted348,390
 334,007
 296,677
  See accompanying notes.


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
Other2,607
 (658) 3,614
Total other comprehensive loss(49,969) (20,686) (6,538)
Comprehensive income601,521
 398,536
 470,463
Comprehensive income attributable to noncontrolling interest2,259
 1,379
 1,234
Comprehensive income attributable to common stockholders$599,262
 $397,157
 $469,229
 For the Years Ended December 31,
 2019 2018 2017
 (In thousands)
Net income$439,297
 $415,981
 $1,361,112
Other comprehensive (loss) income:     
Foreign currency translation5,729
 (9,436) 20,612
Unrealized gain (loss) on available for sale securities11,634
 14,944
 (437)
Derivative instruments(30,814) 10,030
 2,239
Total other comprehensive (loss) income(13,451) 15,538
 22,414
Comprehensive income425,846
 431,519
 1,383,526
Comprehensive income attributable to noncontrolling interests7,649
—
6,514
—
4,642
Comprehensive income attributable to common stockholders$418,197
 $425,005
 $1,378,884
See accompanying notes.


VENTAS, INC.
CONSOLIDATED STATEMENTS OF EQUITY
For the Years Ended December 31, 2016, 20152019, 2018 and 20142017
 
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 activity37
 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 stock845
 241,262
 —
 —
 —
 242,107
 —
 242,107
Issuance of common stock for stock plans173
 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 units1
 (83) —
 —
 —
 (82) —
 (82)
Grant of restricted stock, net of forfeitures36
 13,192
 —
 —
 (3,528) 9,700
 —
 9,700
Balance at December 31, 201474,656
 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 activity7,103
 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 stock1,797
 489,227
 —
 —
 —
 491,024
 —
 491,024
Issuance of common stock for stock plans23
 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, 201583,579
 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 stock4,716
 1,281,947
 —
 —
 17
 1,286,680
 —
 1,286,680
Issuance of common stock for stock plans99
 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 units92
 22,622
 —
 —
 1,098
 23,812
 —
 23,812
Grant of restricted stock, net of forfeitures28
 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
 
Common
Stock Par
Value
 
Capital in
Excess of
Par Value
 Accumulated Other Comprehensive Loss 
Retained
Earnings
(Deficit)
 
Treasury
Stock
 
Total Ventas
Stockholders’
Equity
 
Non- controlling
Interests
 Total Equity
 (In thousands, except per share amounts)
Balance at January 1, 2017$88,514
 $12,917,002
 $(57,534) $(2,487,695) $(47) $10,460,240
 $68,513
 $10,528,753
Net income—
 —
 —
 1,356,470
 —
 1,356,470
 4,642
 1,361,112
Other comprehensive income—
 —
 22,414
 —
 —
 22,414
 —
 22,414
Impact of CCP Spin-Off—
 107
 —
 —
 —
 107
 —
 107
Net change in noncontrolling interests—
 (1,427) —
 —
 —
 (1,427) (13,292) (14,719)
Dividends to common stockholders—$3.115 per share—
 —
 —
 (1,109,473) —
 (1,109,473) —
 (1,109,473)
Issuance of common stock276
 72,618
 —
 —
 553
 73,447
 —
 73,447
Issuance of common stock for stock plans87
 21,723
 —
 —
 796
 22,606
 —
 22,606
Change in redeemable noncontrolling interests—
 (850) —
 —
 —
 (850) 6,096
 5,246
Adjust redeemable OP unitholder interests to current fair value—
 253
 —
 —
 —
 253
 —
 253
Redemption of OP and Class C Units84
 19,845
 —
 —
 3,207
 23,136
 —
 23,136
Grant of restricted stock, net of forfeitures68
 23,786
 —
 —
 (4,551) 19,303
 —
 19,303
Balance at December 31, 201789,029
 13,053,057
 (35,120) (2,240,698) (42) 10,866,226
 65,959
 10,932,185
Net income—
 —
 —
 409,467
 —
 409,467
 6,514
 415,981
Other comprehensive income—
 —
 15,538
 —
 —
 15,538
 —
 15,538
Net change in noncontrolling interests—
 (7,470) —
 —
 —
 (7,470) (16,736) (24,206)
Dividends to common stockholders—$3.1625 per share—
 —
 —
 (1,129,626) —
 (1,129,626) —
 (1,129,626)
Issuance of common stock for stock plans and other49
 11,542
 —
 —
 1,318
 12,909
 —
 12,909
Adjust redeemable OP unitholder interests to current fair value—
 (3,323) —
 —
 —
 (3,323) —
 (3,323)
Redemption of OP Units3
 (383) —
 —
 252
 (128) —
 (128)
Grant of restricted stock, net of forfeitures44
 23,105
 —
 —
 (1,528) 21,621
 —
 21,621
Cumulative effect of change in accounting principles—
 —
 —
 30,643
 —
 30,643
 —
 30,643
Balance at December 31, 201889,125
 13,076,528
 (19,582) (2,930,214) —
 10,215,857
 55,737
 10,271,594
Net income—
 —
 —
 433,016
 —
 433,016
 6,281
 439,297
Other comprehensive (loss) income—
 —
 (14,819) —
 —
 (14,819) 1,368
 (13,451)
Net change in noncontrolling interests—
 (12,332) —
 —
 —
 (12,332) 36,174
 23,842
Dividends to common stockholders—$3.17 per share—
 —
 —
 (1,172,653) —
 (1,172,653) —
 (1,172,653)
Issuance of common stock3,829
 938,509
 —
 —
 —
 942,338
 —
 942,338
Issuance of common stock for stock plans152

64,581

—

—

6,587
 71,320
 —
 71,320
Adjust redeemable OP unitholder interests to current fair value—
 (7,388) —
 —
 —
 (7,388) —
 (7,388)
Redemption of OP Units1
 (739) —
 —
 —
 (738) —
 (738)
Grant of restricted stock, net of forfeitures78
 (2,706) —
 —
 (6,719) (9,347) —
 (9,347)
Cumulative effect of change in accounting principle—
 —
 (163) 801
 —
 638
 —
 638
Balance at December 31, 2019$93,185
 $14,056,453
 $(34,564) $(3,669,050) $(132) $10,445,892
 $99,560
 $10,545,452
   See accompanying notes.

VENTAS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS


For the Years Ended December 31,For the Years Ended December 31,
2016 2015 20142019 2018 2017
(In thousands)(In thousands)
Cash flows from operating activities:          
Net income$651,490
 $419,222
 $477,001
$439,297
 $415,981
 $1,361,112
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
Depreciation and amortization1,045,620
 919,639
 887,948
Amortization of deferred revenue and lease intangibles, net(20,336) (24,129) (18,871)(7,967) (30,660) (20,537)
Other non-cash amortization10,357
 5,448
 (312)22,985
 18,886
 16,058
Stock-based compensation20,958
 19,537
 20,994
33,923
 29,963
 26,543
Straight-lining of rental income, net(27,988) (33,792) (38,687)
Straight-lining of rental income(30,073) 13,396
 (23,134)
Loss on extinguishment of debt, net2,779
 14,411
 5,564
41,900
 58,254
 754
Gain on real estate dispositions (including amounts in discontinued operations)(98,203) (18,811) (19,183)
Gain on real estate dispositions(26,022) (46,247) (717,273)
Gain on real estate loan investments(2,271) —
 (1,455)—
 (13,202) (124)
Gain on sale of marketable securities—
 (5,800) —
Income tax benefit(34,227) (42,384) (9,431)(58,918) (43,026) (63,599)
(Income) loss from unconsolidated entities(4,358) 1,244
 139
Loss from unconsolidated entities2,464
 55,034
 3,588
Gain on re-measurement of equity interest upon acquisition, net—
 —
 (3,027)
Distributions from unconsolidated entities7,598
 23,462
 6,508
1,600
 2,934
 4,676
Real estate impairments related to natural disasters—
 52,510
 4,616
Other(1,847) 6,693
 9,416
13,264
 3,720
 4,624
Changes in operating assets and liabilities:          
Decrease in other assets5,560
 42,316
 5,317
Increase in other assets(76,693) (23,198) (29,282)
Increase in accrued interest2,604
 19,995
 7,958
9,737
 4,992
 11,068
Decrease in accounts payable and other liabilities(43,583) (9,308) (18,580)
Increase (decrease) in accounts payable and other liabilities26,666
 (37,509) (35,259)
Net cash provided by operating activities1,367,457
 1,391,767
 1,254,845
1,437,783
 1,381,467
 1,428,752
Cash flows from investing activities:          
Net investment in real estate property(1,429,112) (2,650,788) (1,468,286)(958,125) (265,907) (664,684)
Investment in loans receivable and other(158,635) (171,144) (498,992)
Investment in loans receivable(1,258,187) (229,534) (748,119)
Proceeds from real estate disposals300,561
 492,408
 118,246
147,855
 353,792
 859,874
Proceeds from loans receivable320,082
 109,176
 73,557
1,017,309
 911,540
 101,097
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)(403,923) (330,876) (299,085)
Capital expenditures(117,456) (107,487) (87,454)(156,724) (131,858) (132,558)
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)
Distributions from unconsolidated entities172
 57,455
 6,169
Investment in unconsolidated entities(3,855) (47,007) (61,220)
Insurance proceeds for property damage claims30,179
 6,891
 1,419
Net cash (used in) provided by investing activities(1,585,299) 324,496
 (937,107)
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) —
Net change in borrowings under revolving credit facilities(569,891) 321,463
 384,783
Net change in borrowings under commercial paper program565,524
 —
 —
Proceeds from debt893,218
 2,512,747
 2,007,707
3,013,191
 2,549,473
 1,111,649
Proceeds from debt related to CCP Spin-Off—
 1,400,000
 —
Repayment of debt(1,022,113) (1,435,596) (1,151,395)(2,623,916) (3,465,579) (1,369,084)
Purchase of noncontrolling interest(2,846) (3,819) —
Purchase of noncontrolling interests—
 (4,724) (15,809)
Payment of deferred financing costs(6,555) (24,665) (14,220)(21,403) (20,612) (27,297)
Issuance of common stock, net1,286,680
 491,023
 242,107
942,085
 —
 73,596
Cash distribution to common stockholders(1,024,968) (1,003,413) (875,614)(1,157,720) (1,127,143) (827,285)
Cash distribution to redeemable OP unitholders(8,640) (15,095) (5,762)(9,218) (7,459) (5,677)
Purchases of redeemable OP units—
 (33,188) (503)
Contributions from noncontrolling interest7,326
 —
 491
Distributions to noncontrolling interest(6,879) (12,649) (9,559)
Cash issued for redemption of OP Units(2,203) (1,370) —
Contributions from noncontrolling interests6,282
 1,883
 4,402
Distributions to noncontrolling interests(9,717) (11,574) (11,187)
Proceeds from stock option exercises36,179
 8,762
 16,287
Other22,136
 6,983
 24,602
(8,519) (5,057) (5,705)
Net cash provided by financing activities101,722
 1,030,122
 758,057
Net increase (decrease) in cash and cash equivalents234,536
 (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 period53,023
 55,348
 94,816
Cash and cash equivalents at end of period$286,707
 $53,023
 $55,348
Net cash provided by (used in) financing activities160,674
 (1,761,937) (671,327)
Net increase (decrease) in cash, cash equivalents and restricted cash13,158
 (55,974) (179,682)
Effect of foreign currency translation1,480
 (815) 581
Cash, cash equivalents and restricted cash at beginning of year131,464
 188,253
 367,354
Cash, cash equivalents and restricted cash at end of year$146,102
 $131,464
 $188,253

VENTAS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
For the Years Ended December 31,For the Years Ended December 31,
2016 2015 20142019 2018 2017
(In thousands)(In thousands)
Supplemental disclosure of cash flow information:          
Interest paid including swap payments and receipts$395,138
 $391,699
 $361,144
$410,584
 $406,907
 $409,890
Supplemental schedule of non-cash activities:          
Assets and liabilities assumed from acquisitions:     
Assets acquired and liabilities assumed from acquisitions and other:     
Real estate investments$69,092
 $2,565,960
 $370,741
$1,057,138
 $94,280
 $425,906
Utilization of funds held for an Internal Revenue Code Section 1031 exchange(6,954) (8,911) —
Other assets acquired90,037
 20,090
 15,280
Debt assumed47,641
 177,857
 241,076
Other assets11,140
 5,398
 (3,716)
Debt907,746
 30,508
 75,231
Other liabilities72,636
 54,459
 24,039
47,121
 18,086
 70,878
Deferred income tax liability9,381
 52,153
 110,728
95
 922
 (14,869)
Noncontrolling interest22,517
 88,085
 —
Noncontrolling interests113,316
 2,591
 4,202
Equity issued—
 2,204,585
 10,178
—
 30,487
 —
Non-cash impact of CCP Spin-Off—
 1,256,404
 —
Equity issued for purchase of OP and Class C units24,318
 —
 —
Equity issued for redemption of OP Units127
 907
 24,002
See accompanying notes.
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, research and innovation, and healthcare properties located throughout the United States, Canada and the United Kingdom. As of December 31, 2016,2019, we owned approximately 1,3001,200 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 scienceresearch and innovation centers, skilled nursinginpatient rehabilitation facilities (“SNFs”IRFs”), specialty hospitals and generallong-term acute care hospitals,facilities (“LTACs”), and wehealth systems. We had six22 properties under development, including one property4 properties that isare owned by an unconsolidated real estate entity.entities. Our company was originally founded in 1983 and is headquartered in Chicago, Illinois.


We primarily invest in seniors housing, research and innovation, and healthcare properties through acquisitions and lease our properties to unaffiliated tenants or operate them through independent third-party managers.

As of December 31, 2016,2019, we leased a total of 549412 properties (excluding MOBs and 33 properties owned through investments in unconsolidated entities)within our office operations reportable business segment) 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,expenditures. Our 3 largest tenants, Brookdale Senior Living Inc. (together with its subsidiaries, “Brookdale Senior Living”), Ardent Health Partners, LLC (together with its subsidiaries, “Ardent”) and Kindred Healthcare, LLC (formerly Kindred Healthcare, Inc., together with its subsidiaries, “Kindred”) leased from us 122 properties (excluding 2 properties managed by Brookdale Senior Living pursuant to long-term management agreements), 11 properties and 32 properties, respectively, as of December 31, 2019.

As of December 31, 2019, pursuant to long-term management agreements, we engaged independent operators, such as Atria Senior Living, Inc. (“Atria”) and Sunrise Senior Living, LLC (together with its subsidiaries, “Sunrise”), to manage 299406 seniors housing communities (including one property owned through an investment in unconsolidated entities) for us pursuant to long-term management agreements.us.

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 othernon-mortgage loans and other 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
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.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


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).partner or partners. 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 (“LP”) interests or there is an increase or decrease in the number of outstanding limited partnershipLP interests. We also apply this guidance to managing member interests in limited liability companies.companies (“LLCs”).
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 identifiedconsolidate 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 hasthat share the following common characteristics:


•VIEsthe VIE is in the legal form of a limited partnership (“LP”)an LP or limited liability company (“LLC”);LLC;
•The VIEs werethe VIE was designed to own and manage theirits underlying real estate investments;
•Ventas (or a subsidiary thereof) iswe are the general partner or managing member of the VIE;
•Ventas (or a subsidiary thereof) also ownswe own a majority of the voting interests in the VIE;
•Aa minority of voting interests in the VIE are owned by external third parties, unrelated to us;
•Thethe minority owners do not have substantive kick-out or participating rights in the VIEs;VIE; and
•Ventas (or a subsidiary thereof) iswe are the primary beneficiary of the VIE.
As part of the Life Sciences Acquisition, we
We have separately identified certain special purpose entities that were established to allow investments in life scienceresearch and innovation projects by tax credit investors (“TCIs”). We have determined that these special purpose entities are VIEs, we are a holder of variable interests and that Ventas iswe are 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.Sheets:
  December 31, 2019 December 31, 2018
  Total Assets Total Liabilities Total Assets Total Liabilities
  (In thousands)
NHP/PMB L.P. $666,404
 $244,934
 $673,467
 $238,147
Other identified VIEs 4,075,821
 1,459,830
 2,076,715
 405,350
Tax credit VIEs 845,229
 333,809
 797,077
 297,004

  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.

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,
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


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 thisthe HLBV method, in any given period, we could record more or less income than the joint venture has generated, than actual cash distributions receivedwe receive 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, asLLC (“PMB”). Given our wholly owned subsidiary is the general partner who isand the primary beneficiary of thisNHP/PMB, we consolidate it as a VIE. As of December 31, 2016,2019, third party investors owned 2,746,7373.3 million Class A limited partnership units in NHP/PMB (“OP Units”), which represented 27.7%31% of the total units then outstanding, and we owned 7,156,1467.3 million Class B limited partnership units in NHP/PMB, representing the remaining 72.3%69%. 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, andOP Unit, 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,
Prior to January 2017, we owned a majority interest in Ventas Realty Capital Healthcare Trust Operating Partnership, L.P. (“Ventas Realty OP”) and we consolidated this entity asbecause our wholly owned subsidiary wasis the general partner whoand 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 limited partnership units (“Class C Units outstanding for 341,776 shares of Ventas common stock, valued at $20.9 million.Units”) outstanding. 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 InterestsUnits at the greater of cost or fairredemption value. As of December 31, 20162019 and 2015,2018, the fair value of the redeemable OP Unitholder InterestsUnits was $177.2$171.2 million and $188.5$174.6 million, respectively. We recognize changes in fair value through capital
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.Units. Our diluted earnings per share (“EPS”) includes the effect of any potential shares outstanding from redemption of the OP Unitholder Interests.Units.

Certain noncontrolling interests of other consolidated joint ventures were also classified as redeemable at December 31, 20162019 and 2015.2018. 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’sinterests’ 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 the 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, and comprehensive income, is allocated between the joint venture partners based on their respective stated ownership percentages. In other instances,cases, 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, weWe include net income attributable to the noncontrolling interests in net income in our Consolidated Statements of Income and we include the noncontrolling interests share of comprehensive income in our Consolidated Statements of Comprehensive Income.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Accounting for Historic and New Markets Tax Credits
As part
For certain of the Life Sciences Acquisition,our research and innovation centers, 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 marketmarkets tax credits (“NMTCs”) for certain properties owned by Ventas.. As of December 31, 2016,2019, we own 11owned 10 properties, (two of which wereincluding 1 property in development)development, that had syndicated HTCs or NMTCs, or both, to TCIs.

In general, capital contributions are made by TCIs invest cash into special purpose entities that invest in entities owningthat own the subject property that generatesand generate the tax credits. The TCIs receive substantially all of the tax credits and hold only a noncontrollingnominal 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.rights prior to the applicable tax credit recapture periods.

The portion of the TCI’s capital contributioninvestment 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 contributioninvestment 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 accountAccounting for Real Estate Acquisitions

When we acquire real estate, we first make reasonable judgments about whether the transaction involves an asset or a business. Our real estate acquisitions usingare generally accounted for as asset acquisitions as substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. Regardless of whether an acquisition method andis considered a business combination or an asset acquisition, we record the cost of the businesses or assets acquired amongas 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
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.

Intangibles primarily include the value of in-place leases and acquired lease contracts. 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.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


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,an acquisition, we may assume rights and obligations under certain lease agreements pursuant to which we become the lessee of a given property. We generally 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 intangibleWhere we are the lessee, we record the acquisition date values of leases, including any above or below market value, within operating lease assets and liabilities within acquiredoperating 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
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 leasedreal estate 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
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


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, hashave 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.

If at any time we determine that the criteria for classifying assets as held for sale are no longer met, we reclassify assets within net real estate investments on our Consolidated Balance Sheets for all periods presented. The carrying amount of these assets is adjusted (in the period in which a change in classification is determined) to reflect any depreciation expense that would have been recognized had the asset been continuously classified as net real estate investments.

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
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


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 collectibilitycollectability 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.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


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$20.2 million,, $18.7 $18.1 million and $16.9$18.9 million were included in interest expense for the years ended December 31, 2016, 20152019, 2018 and 2014,2017, respectively.
Marketable Debt and Equity
Available for Sale Securities

We record marketable debt and equityclassify available for sale 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 debtavailable for sale 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 consolidated and 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 any noncontrolling interests’ proportionate share of the changes in fair value of swap contracts of our consolidated joint ventures in noncontrolling interests 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
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


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
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


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.
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.

•
Available for sale securities - We estimate the fair value of marketable debt securities 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.
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.
•
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.

◦Interest rate caps - We observe forward yield curves and other relevant information.

◦Interest rate swaps - We observe alternative financing rates derived from market-based financing rates, forward yield curves and discount rates.
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.
◦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.
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 scienceresearch 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 collectability of substantially all rents is reasonably assured.probable. 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, 20162019 and 2015,2018, this cumulative excess totaled $244.6$278.8 million (net of allowances
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


of $109.8 million) and $219.1$250.0 million (net of allowances of $101.4 million)$44.6 million, recorded under prior accounting guidance), 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.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



We assess the probability of collecting substantially all rents under our leases based on several factors, including, among other things, payment history, 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, the type of property, the value of the underlying collateral, if any, expected future performance of the property and current economic conditions. If our evaluation of these factors indicates it is not probable that we will be able to collect substantially all rents, we recognize a charge to rental income. If we change our conclusions regarding the probability of collecting rent payments required by a lease, we may recognize adjustments to rental income in the period we make such change in our conclusions.

Senior Living Operations
We
Our resident agreements are accounted for as leases and 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
Other

We recognize interest income from loans and investments, including discounts and premiums, using the effective interest method when collectibilitycollectability 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 and restricted stock, included in General,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

On January 1, 2018, we adopted the provisions of Accounting Standards Codification (“ASC”) 610-20, Gains and Losses from the Derecognition of Nonfinancial Assets (“ASC 610-20”). In accordance with ASC 610-20, we recognize any gains when we transfer control of a property and when it is probable that we will collect substantially all of the related consideration. We recognizeadopted ASC 610-20 using the modified retrospective method and recognized a cumulative effect adjustment to retained earnings of $31.2 million relating to deferred gains on sales of real estate 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.2015.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



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.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


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).or 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 other expense in our Consolidated Statements of Income. We recognize any noncontrolling interests’ proportionate share of currency translation adjustments of our foreign consolidated joint ventures in noncontrolling interests on our Consolidated Balance Sheets.

Segment Reporting

As of December 31, 2016, 20152019, 2018 and 2014,2017, we operated through three3 reportable business segments: triple-net leased properties;properties, senior living operations;operations and office operations. InUnder 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 scienceresearch 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
We adopted ASC Topic 842, Leases (“ASC 842”) 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 in2019, 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.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


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 introducesintroduced a lessee model that brings most leases on the balance sheet and, amongstamong other changes, eliminates the requirement in current GAAP for an entity to use bright-line tests in determining lease classification.

ASC 842 allows for several practical expedients which permit the following: no reassessment of lease classification or initial direct costs; use of the standard’s effective date as the date of initial application; and no separation of non-lease components from the related lease components and, instead, to account for those components as a single lease component if certain criteria are met. We elected these practical expedients using the effective date as our date of initial application. Therefore, financial information and disclosures under ASC 842 are not provided for periods prior to January 1, 2019.

Upon adoption, we recognized both right of use assets and lease liabilities for leases in which we lease land, real property or other equipment. We now also report revenues and expenses within our triple-net leased properties reportable business segment for real estate taxes and insurance that are escrowed and obligations of the tenants in accordance with their respective leases with us. This reporting had no impact on our net income. Resident leases within our senior living operations reportable business segment and office leases also contain service elements. We elected the practical expedient to account for our resident and office leases as a single lease component. Also, we now expense certain leasing costs, other than leasing commissions, as they are incurred. Prior to the adoption of ASC 842, GAAP provided for the deferral and amortization of such costs over the applicable lease term. We are continuing to amortize any unamortized deferred lease costs as of December 31, 2018 over their respective lease terms.

As of January 1, 2019 we recognized operating lease assets of $361.7 million on our Consolidated Balance Sheets which includes the present value of minimum lease payments as well as certain existing above and/or below market lease intangible values associated with such leases. Also upon adoption, we recognized operating lease liabilities of $216.9 million on our Consolidated Balance Sheets. The present value of minimum lease payments was calculated on each lease using a discount rate that approximates our incremental borrowing rate primarily adjusted for the length of the individual lease terms. As of the January 1, 2019 adoption date, we utilized discount rates ranging from 6.15% to 7.60% for our ground leases.
Upon adoption, we recognized a cumulative effect adjustment to retained earnings of $0.6 million primarily relating to certain costs associated with unexecuted leases that were deferred as of December 31, 2018.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The amendments in ASU 2016-02 do not significantly change the2016-13 require an entity to evaluate a 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 inventoryestimate of all leases as well as identifying any non-lease componentsexpected credit losses over the life of a financial instrument, which may result in our lease arrangements. We are continuing to evaluate thisearlier recognition of credit losses on loans and other financial instruments. Under existing guidance, an entity generally only considered past events and the impact to us, as both lessor and lessee, on our consolidated financial statements.
In 2014, the FASB issuedcurrent conditions in measuring an incurred loss. 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, which2016-13 is now effective for us beginning January 1, 2018. We have begun our process for implementing2020 and we are still evaluating the impact of adoption. Adoption of 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 dostandard is not expect its adoptionexpected 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.Consolidated Financial Statements.
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, 2016,2019, Atria, Sunrise, Brookdale Senior Living, KindredArdent and ArdentKindred managed or operated approximately 22.6%20.4%, 11.3%10.3%, 8.1%7.7%, 1.8%4.7% and 5.1%1.0%, respectively, of our consolidated 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)2019). 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
Based on gross book value, approximately 25.3%18.8% and 43.4% of our consolidated real estate investments were seniors housing communities included in the triple-net leased properties reportable business segment and 36.5% of real estate investments in the senior living operations reportable business segmentsegments, respectively (excluding properties classified as held for sale and properties owned through investments in unconsolidated entities as of December 31, 2016)2019). MOBs, life scienceresearch and innovation centers, SNFs, specialty hospitalsIRFs and general acute care hospitalsLTACs, health systems, skilled nursing facilities (“SNFs”) and secured loans receivable and investments collectively comprised the remaining 38.2%37.8%. Our consolidated properties were located in 4645 states, the District of Columbia, seven7 Canadian provinces and the United Kingdom as of December 31, 2016,2019, with properties
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


in one1 state (California) accounting for more than 10% of our total continuing 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, 20152019, 2018 and 2014. 2017.

Triple-Net Leased Properties
For
The following table reflects the years ended December 31, 2016, 2015 and 2014, approximately 4.8%, 5.3% and 6.1%, respectively, ofconcentration risk related to 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,triple-net leased properties 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. periods presented:
 For the Years Ended December 31,
 2019 2018 2017
Revenues(1):
     
Brookdale Senior Living(2)
4.7% 4.3% 4.7%
Ardent3.1
 3.1
 3.1
Kindred(3)
3.3
 3.5
 4.6
NOI:     
Brookdale Senior Living(2)
8.7% 7.6% 8.0%
Ardent5.8
 5.7
 5.3
Kindred(3)
6.3
 6.4
 7.9


(1)
Total revenues include office building and other services revenue, income from loans and investments and interest and other income.
(2)
2018 results include the impact of a net non-cash charge of $21.3 million related to April 2018 lease extensions.
(3)
2017 results include amounts related to 36 SNFs that were sold during 2017.
Each of our leases with Brookdale Senior Living, KindredArdent and ArdentKindred 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, KindredArdent and ArdentKindred 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, KindredArdent and ArdentKindred accounted for a significant portion of our triple-net leased properties segment revenues and NOI for the years ended December 31, 2016, 20152019, 2018 and 2014.2017. If either Brookdale
Senior Living, KindredArdent or ArdentKindred 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, KindredArdent and ArdentKindred 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, KindredArdent or ArdentKindred 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, KindredArdent and ArdentKindred 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
In April 3, 2016,2018, we entered into severalvarious agreements with Kindred to improve the quality and productivityBrookdale Senior Living that provide for, among other things: (a) a consolidation of substantially all of our multiple lease agreements with Brookdale Senior Living into 1 master lease; (b) extension of the long term acutefor substantially all of our Brookdale Senior Living leased properties until December 31, 2025, with Brookdale Senior Living retaining 2 successive 10 year renewal options; and (c) the guarantee of all the Brookdale Senior Living obligations to us by Brookdale Senior Living Inc., including covenant protections for us. In connection with these agreements, we recognized a net non-cash expense of $21.3 million for the acceleration of straight-line rent receivables, net unamortized market lease intangibles and deferred revenues, which is included in triple-net leased rental income in our Consolidated Statements of Income. We also received a fee of $2.5 million that is being amortized over the new lease term.

In July 2018, Kindred closed transactions (the “Go Private Transactions”) pursuant to which (a) Kindred would be acquired by a consortium of TPG Capital (“TPG”), Welsh, Carson, Anderson & Stowe (“WCAS”) and Humana, Inc. and (b) immediately following the acquisition, (i) Kindred’s home health, hospice and community care hospital (“LTAC”) portfolio leasedbusinesses would be separated from Kindred and operated as a standalone company owned by Ventas to Kindred. CertainHumana, Inc., TPG and WCAS, and (ii) Kindred would be operated as a separate healthcare company owned by TPG and WCAS. In connection with the closing of the agreements consist of lease amendments to the Kindred master leases, for whichtransactions, we received a $3.5payment from Kindred of $12.3 million, fee. Under these lease amendments, annual rent on seven identified LTACs (the “7 LTACs”), which was approximately $8 million, was immediately re-allocated torecognized in interest and other more productive post-acute assets subject toincome in our Consolidated Statements of Income during 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 gainquarter of $2.9 million.2018.
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.
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 consolidated triple-net and office building leases as of December 31, 20162019 (excluding properties owned through investments in unconsolidated entities and properties classified as held for sale as of December 31, 2016)2019):
 Brookdale Senior Living Ardent Kindred Other Total
 (In thousands)
2020$184,141
 $122,348
 $130,790
 $891,141
 $1,328,420
2021183,774
 122,348
 130,786
 829,610
 1,266,518
2022183,398
 122,348
 130,790
 743,575
 1,180,111
2023183,000
 122,348
 110,365
 680,422
 1,096,135
2024182,600
 122,348
 100,153
 627,798
 1,032,899
Thereafter182,189
 1,292,096
 40,358
 2,633,754
 4,148,397
Total$1,099,102
 $1,903,836
 $643,242
 $6,406,300
 $10,052,480

 Brookdale Senior Living Kindred Ardent Other Total
 (In thousands)
2017$162,576
 $199,798
 $109,151
 $885,745
 $1,357,270
2018162,089
 173,249
 109,151
 835,173
 1,279,662
2019151,437
 160,730
 109,151
 783,220
 1,204,538
202034,410
 160,771
 109,151
 735,444
 1,039,776
202113,133
 160,813
 109,151
 678,048
 961,145
Thereafter10,703
 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, 2016,2019, Atria and Sunrise, collectively, provided comprehensive property management and accounting services with respect to 266260 of our 298401 consolidated 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
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


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 SECSecurities and Exchange Commission (“SEC”) and is required to file with the SEC annual reports containing audited financial information and quarterly reports containing unaudited financial information. Kindred is not currently subject to the reporting requirements of the SEC, but was subject to such reporting requirements prior to the closing of the Go Private Transactions in July 2018. 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.

Kindred, Atria, Sunrise and Ardent are not currently subject to the reporting requirements of the SEC. The information related to Kindred, 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 Kindred, 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.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


NOTE 4—ACQUISITIONS OF REAL ESTATE PROPERTY

The following summarizes our acquisition and development activities during 2016, 20152019, 2018 and 2014.2017. We acquire and invest in seniors housing, research and innovation 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
2019 Acquisitions
Life Sciences Acquisition
In September 2016,2019, 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.acquired an 87% interest in 34 Canadian seniors housing communities (including 5 in-process developments) valued at $1.8 billion through an equity partnership (the “LGM Acquisition”) with Le Groupe Maurice (“LGM”).  The Life Sciences Acquisition added to our portfolio 23 operating properties, two development assets and nine future development sites. The properties acquired will continuecontinues to be managed by Wexford, which will remain a separate management company owned and operated by the existing Wexford management team.LGM.  We also have exclusive rights to fund and own future life science projects developed by Wexford.all additional developments under an exclusive pipeline agreement with LGM.

Other 2016 Acquisitions


During the year ended December 31, 2016,2019, we made other investments totaling approximately $42.3 million, including the acquisition of one triple-net leased propertyalso acquired 2 properties reported within our office operations reportable business segment (1 research and two MOBs.
Completed Developments
During 2016, we completed the development of three triple-net leased properties (two of which were expansions of existinginnovation center and 1 MOB), 2 seniors housing assets), representing $31.9 millioncommunities reported within our senior living operations reportable business segment and 1 vacant land parcel for an aggregate purchase price of net real estate property on$237.0 million.

Each of our Consolidated Balance Sheets2019 acquisitions was accounted for as of December 31, 2016.an asset acquisition.
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:
2018 Acquisitions
  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
ForDuring the year ended December 31, 2016,2018, we acquired 5 properties reported within our office operations reportable business segment (4 MOBs and 1 research and innovation center) and 1 seniors housing community reported within our senior living operations reportable business segment for an aggregate revenuepurchase price of $311.3 million. Each of these acquisitions was accounted for as an asset acquisition.

2017 Acquisitions

During the year ended December 31, 2017, we acquired 15 triple-net leased properties (including 6 assets previously owned by an equity method investee), 4 properties reported within our office operations reportable business segment (3 research and net operating income (“NOI”) derived frominnovation centers and 1 MOB) and 3 seniors housing communities (reported within our completed 2016senior living operations reportable business segment) for an aggregate purchase price of $691.3 million. Each of these acquisitions during our period of ownership were $55.7 million and $37.7 million, respectively.was accounted for as an asset acquisition.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)




Transaction CostsNOTE 5—DISPOSITIONS
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.2019 Activity
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.
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 improvements1,726,063
 703,080
 1,214,546
 3,643,689
Acquired lease intangibles169,362
 83,867
 184,540
 437,769
Other assets174,093
 272,888
 402,734
 849,715
Total assets acquired2,260,084
 1,130,548
 1,975,127
 5,365,759
Notes payable and other debt—
 77,940
 99,917
 177,857
Other liabilities45,924
 45,408
 46,565
 137,897
Total liabilities assumed45,924
 123,348
 146,482
 315,754
Net assets acquired2,214,160
 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”).
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:   
Basic330,311
 322,590
Diluted334,007
 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, 2014,2019, we also acquired threesold 10 triple-net leased private hospitals (located in the United Kingdom), 26 triple-net leasedproperties, 8 MOBs, 6 seniors housing communitiesassets and four seniors housing communities that are being operated by independent third-party managersour leasehold interest in 1 vacant land parcel for aggregate consideration of approximately $812.0$147.5 million, and we recognized a gain on the sales of these assets of $26.0 million. We also paid $18.8 million in costs relating to the early repayment of debt at closing of the applicable transactions. In addition,

2018 Activity
During 2018, 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 onesold 7 seniors housing community, representing $41.2 million of net real estate property on our Consolidated Balance Sheets as of December 31, 2014.
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 improvements546,849
 1,081,630
 1,628,479
Acquired lease intangibles28,883
 36,452
 65,335
Other assets227
 12,394
 12,621
Total assets acquired621,545
 1,230,757
 1,852,302
Notes payable and other debt12,927
 228,150
 241,077
Other liabilities8,609
 124,468
 133,077
Total liabilities assumed21,536
 352,618
 374,154
Net assets acquired600,009
 878,139
 1,478,148
Cash acquired227
 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 communitycommunities included in our senior living operations reportable business segment, 5 triple-net leased properties, 11 MOBs and six MOBs2 vacant land parcels for aggregate consideration of $300.8$348.6 million. We recognized a gain on the sales of these assets of $98.2$46.2 million net of taxes.
Subsequent tofor the year ended December 31, 2016,2018.

2017 Activity

During the year ended December 31, 2017, we sold five53 triple-net leased properties, 5 MOBs and certain vacant land parcels for aggregate consideration of $85.0$870.8 million, and we estimate recognizingrecognized a gain on the sale of these assets of $43.3$717.3 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.
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, 20162019 and 2015,2018, including the amounts reported within other assets and accounts payable and other liabilities on our Consolidated Balance Sheets.Sheets:
  December 31, 2019 December 31, 2018
  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 8
 $62,098
 $1,623
 1
 $5,482
 $40
Office operations (1)
 1
 5,177
 499
 —
 160
 152
Senior living operations  (1)
 6
 24,158
 3,341
 —
 (188) 13
Total 15
 $91,433
 $5,463
 1
 $5,454
 $205

  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) 
AsBalances relate to anticipated post-closing settlements of December 31, 2016, there is one vacant land parcel classified as held for sale.working capital.


In March 2018, 5 MOBs no longer met the criteria as being classified as held for sale. As a result, we adjusted the carrying amount of these assets by recognizing depreciation expense of $5.7 million and classified these assets within net real estate investments on our Consolidated Balance Sheets for all periods presented.

Real Estate Impairment


We recognized impairments of $35.2$133.6 million, $42.2$29.5 million and $56.6$32.9 million for the years ended December 31, 2016, 20152019, 2018 and 20142017 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,Additionally, we completed the CCP Spin-Off. In connection with the CCP Spin-Off, we disposedrecognized impairments 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$52.5 million and $0.2$4.6 million for the years ended December 31, 20152018 and 2014, respectively. Separation costs2017, respectively, as a result of natural disasters which are recorded as a component of other in our Consolidated Statements of Income. There were 0 impairments recorded as a result of natural disasters for 2015 include $3.5 millionthe year ended December 31, 2019. We believe there is insurance coverage to mitigate these events. However, there can be no assurance regarding the amount or timing 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.any future recoveries. Such recoveries will be recognized when collection is deemed probable.

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 equivalents1,749
 2,710
Goodwill135,446
 88,959
Assets held for sale7,610
 8,435
Other assets15,089
 16,596
Total assets2,748,149
 2,391,010
    
Liabilities   
Accounts payable and other liabilities217,760
 204,359
Liabilities related to assets held for sale985
 1,288
Total liabilities218,745
 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
 $295,767
Income from loans and investments—
 2,148
 3,392
Interest and other income—
 63
 2
 —
 199,059
 299,161
Expenses     
Interest—
 61,613
 87,648
Depreciation and amortization—
 79,479
 101,760
General, administrative and professional fees—
 9
 9
Merger-related expenses and deal costs922
 46,402
 1,746
Other—
 1,332
 13,184
 922
 188,835
 204,347
Income before real estate dispositions and noncontrolling interest(922) 10,224
 94,814
Gain (loss) on real estate dispositions—
 —
 —
Net income from discontinued operations(922) 10,224
 94,814
Net income attributable to noncontrolling interest—
 120
 185
Net income from discontinued operations attributable to common stockholders$(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,
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, 20162019 and 2015,2018, we had $754.6 million$1.0 billion and $895.0$756.5 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,net, including amortized cost, fair value and unrealized gains or losses on available-for-saleavailable 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
  Carrying Amount Amortized Cost Fair Value Unrealized Gain
  (In thousands)
As of December 31, 2019:        
Secured/mortgage loans and other, net $645,546
 $645,546
 $646,925
 $—
Government-sponsored pooled loan investments, net(1)
 59,066
 52,178
 59,066
 6,888
Total investments reported as secured loans receivable and investments, net 704,612
 697,724
 705,991
 6,888
Non-mortgage loans receivable, net 63,724
 63,724
 63,538
 —
Marketable debt securities (2)
 237,360
 213,062
 237,360
 24,298
Total loans receivable and investments, net $1,005,696
 $974,510
 $1,006,889
 $31,186

  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
As of December 31, 2018:        
Secured/mortgage loans and other, net $439,491
 $439,491
 $425,290
 $—
Government-sponsored pooled loan investments, net(3)
 56,378
 49,601
 56,378
 6,777
Total investments reported as secured loans receivable and investments, net 495,869
 489,092
 481,668
 6,777
Non-mortgage loans receivable, net 54,164
 54,164
 54,081
 —
Marketable debt securities (4)
 206,442
 197,473
 206,442
 8,969
Total loans receivable and investments, net $756,475
 $740,729
 $742,191
 $15,746



(1) 
InvestmentsAs of December 31, 2019, investments in government-sponsored pool loans have contractual maturity dates in 2021 and 2023.
(2)
As of December 31, 2019, investments in marketable debt securities have contractual maturity dates in 2024 and 2026.
(3)
As of December 31, 2018, investments in government-sponsored pooled loans have contractual maturity dates in 2023.
(4)
As of December 31, 2018, investments in marketable debt securities have contractual maturity dates in 2026.


20162019 Activity


During the year ended December 31, 2016,In April 2019, we received aggregate proceedspurchased $5.0 million and $10.5 million of $309.0senior secured notes issued by a healthcare company which mature in 2024 and 2026, respectively. The 2024 and 2026 notes were purchased at a price of 102% and 98% of par, respectively, and have an effective interest rate of 8.1% and 8.3%, respectively. These marketable debt securities are classified as available for sale and are reflected on our Consolidated Balance Sheets at fair value.

In June 2019, we provided new secured debt financing of $490 million in final repaymentto certain subsidiaries of three secured loans receivable and partial repaymentColony Capital, Inc. The London Inter-bank Offered Rate (“LIBOR”) based debt financing has a five-year term (inclusive of one3 one-year extension options). In connection with this transaction, our previous secured loan receivableto certain subsidiaries of Colony Capital, Inc. of $282 million was paid in full and we recognized gainsa gain of $9.6$0.5 million on the repayment of these loans receivable in income from loans and investments in our Consolidated Statements of Income.


In connection withJuly 2019, we closed the Life Sciencesfirst phase of the LGM Acquisition we acquired three non-mortgage loans receivable.by funding C$947 million (US $723 million) to LGM as a bridge loan to enable LGM to buy out its former partner. The bridge loan and all outstanding interest was fully repaid in September 2019 upon the closing of the LGM Acquisition. See “NOTE 4—ACQUISITIONS OF REAL ESTATE PROPERTY.”

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.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)




2018 Activity
    
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, 2015,2018, we received aggregate proceeds of $97.0$862.9 million in finalfor the full repayment of three securedthe principal balances of 14 loans receivable with a weighted average interest rate of 9.1% that were due to mature between 2018 and one non-mortgage loans receivable. We recognized2033, which resulted in total gains aggregating $1.9of $27.8 million.

Included in the repayments above is $713 million onthat we received in June 2018 for the full repayment of thesethe principal balance of a $700.0 million term loan and $13.0 million then outstanding on a revolving line of credit we made to a subsidiary of Ardent. We also received a $14.0 million cash pre-payment fee and accelerated recognition of the unamortized portion ($13.2 million) of a previously received cash “upfront” fee for the loans, receivable that areresulting in income of $27.2 million, which is recorded in income from loans and investments in our Consolidated Statements of IncomeIncome.

In June 2018, we also made a $200.0 million investment in senior unsecured notes issued by a subsidiary of Ardent at a price of 98.6% of par value. The notes have an effective interest rate of 10.0% and mature in 2026. These marketable debt securities are classified as available for the year ended December 31, 2015.sale and are reflected on our Consolidated Balance Sheets at fair value.


There was no impact on our 9.8% equity investment in Ardent as a result of these transactions.

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, 34% interest in Eclipse Senior Living (“ESL”) and 9.9%9.8% interest in Ardent, (whichwhich are included within other assets on our Consolidated Balance Sheets),Sheets, under the equity method of accounting.
With the exception of our interests in Atria and Ardent, we
We provide various services to eachour unconsolidated entityreal estate joint venture entities in exchange for fees and reimbursements. Total management fees earned in connection with these entities were $6.7$3.4 million,, $7.8 $5.8 million and $8.4$6.3 million for the years ended December 31, 2016, 20152019, 2018 and 2014,2017, respectively, (whichwhich is included in office building and other services revenue in our Consolidated Statements of Income).Income.

In October 2015,March 2018, we acquired the 95% controlling interestsrecognized an impairment charge of $35.7 million relating to 1 of our equity investments in eight MOBs from aan unconsolidated real estate 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 lossconsisting principally of $0.2 million,SNFs, which is includedrecorded in incomeloss from unconsolidated entities in our Consolidated Statements of Income. SinceWe completed the acquisition, operations relatingsale of our 25% interest to these properties have been consolidatedour joint venture partner in our Consolidated Statements of Income.July 2018 and received $57.5 million at closing.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)




NOTE 8—INTANGIBLES

The following is a summary of our intangibles as of December 31, 2016 and 2015:intangibles:
 As of December 31, 2019 As of December 31, 2018
 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$145,891
 6.9 $181,393
 6.7
In-place and other lease intangibles1,160,261
 10.6 1,321,562
 24.7
Goodwill1,051,161
 N/A 1,050,548
 N/A
Other intangibles35,837
 10.9 35,759
 11.8
Accumulated amortization(920,742) N/A (921,107) N/A
Net intangible assets$1,472,408
 10.2 $1,668,155
 22.9
Intangible liabilities:       
Below market lease intangibles$349,357
 14.5 $356,771
 14.4
Other lease intangibles13,498
 N/A 31,418
 46.5
Accumulated amortization(203,834) N/A (191,909) N/A
Purchase option intangibles3,568
 N/A 3,568
 N/A
Net intangible liabilities$162,589
 14.5 $199,848
 17.2

 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 intangibles1,325,636
 23.6 1,189,261
 20.9
Goodwill1,033,225
 N/A 1,047,497
 N/A
Other intangibles35,783
 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 intangibles40,843
 38.5 35,925
 30.1
Accumulated amortization(133,468) N/A (113,647) N/A
Purchase option intangibles3,568
 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. The change in other lease intangible assets and liabilities is due to the presentation of ground lease intangibles within operating lease assets on our Consolidated Balance Sheets beginning January 1, 2019. See “NOTE 2—ACCOUNTING POLICIES.” For the years ended December 31, 2016, 20152019, 2018 and 2014,2017, our net amortization related to these intangibles was $104.5$59.2 million,, $142.7 $49.2 million and $74.6$67.2 million, respectively. The following is a summary of 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.years:
 Estimated Net Amortization
 (In thousands)
2020$53,988
202146,651
202239,315
202336,107
202428,622


The change intable below reflects the carrying amount of goodwill, by segment, during the year endedas of December 31, 2016 was as follows:2019:
  Goodwill
  (In thousands)
Triple-net leased properties $321,781
Senior living operations 259,482
Office operations 469,898
Total goodwill $1,051,161

  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


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:assets:
 As of December 31,
 2019 2018
 (In thousands)
Straight-line rent receivables$278,833
 $250,023
Non-mortgage loans receivable, net63,724
 54,164
Marketable debt securities237,360
 206,442
Other intangibles, net5,149
 5,623
Investment in unconsolidated operating entities59,301
 56,820
Other232,929
 186,113
Total other assets$877,296
 $759,185

 2016 2015
 (In thousands)
Straight-line rent receivables, net$244,580
 $219,064
Non-mortgage loans receivable, net52,544
 37,926
Other intangibles, net8,190
 13,224
Investment in unconsolidated operating entities28,431
 28,199
Other184,619
 113,990
Total other assets$518,364
 $412,403

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:debt:
 As of December 31,
 2019 2018
 (In thousands)
Unsecured revolving credit facility (1)
$120,787
 $765,919
Commercial paper notes567,450
 —
Secured revolving construction credit facility due 2022160,492
 90,488
3.00% Senior Notes, Series A due 2019 (2)
—
 293,319
2.70% Senior Notes due 2020—
 500,000
Floating Rate Senior Notes, Series F due 2021 (2)
231,018
 —
4.25% Senior Notes due 2022—
 600,000
3.25% Senior Notes due 2022500,000
 500,000
3.30% Senior Notes, Series C due 2022 (2)
192,515
 183,325
Unsecured term loan due 2023200,000
 300,000
3.125% Senior Notes due 2023400,000
 400,000
3.10% Senior Notes due 2023400,000
 400,000
2.55% Senior Notes, Series D due 2023 (2)
211,767
 201,657
Unsecured term loan due 2024—
 600,000
3.50% Senior Notes due 2024400,000
 —
3.75% Senior Notes due 2024400,000
 400,000
4.125% Senior Notes, Series B due 2024 (2)
192,515
 183,324
2.80% Senior Notes, Series E due 2024 (2)
462,036
 —
Unsecured term loan due 2025 (2)
385,030
 —
3.50% Senior Notes due 2025600,000
 600,000
2.65% Senior Notes due 2025450,000
 —
4.125% Senior Notes due 2026500,000
 500,000
3.25% Senior Notes due 2026450,000
 450,000
3.85% Senior Notes due 2027400,000
 400,000
4.00% Senior Notes due 2028650,000
 650,000
4.40% Senior Notes due 2029750,000
 750,000
3.00% Senior Notes due 2030650,000
 —
6.90% Senior Notes due 203752,400
 52,400
6.59% Senior Notes due 203822,823
 22,823
5.45% Senior Notes due 2043—
 258,750
5.70% Senior Notes due 2043300,000
 300,000
4.375% Senior Notes due 2045300,000
 300,000
4.875% Senior Notes due 2049300,000
 —
Mortgage loans and other1,996,969
 1,127,697
Total12,245,802
 10,829,702
Deferred financing costs, net(79,939) (69,615)
Unamortized fair value adjustment20,056
 (1,163)
Unamortized discounts(27,146) (25,225)
Senior notes payable and other debt$12,158,773
 $10,733,699

 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 2017300,000
 300,000
2.00% Senior Notes due 2018700,000
 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 2019600,000
 600,000
3.00% Senior Notes, Series A due 2019 (3)
297,841
 289,038
2.700% Senior Notes due 2020500,000
 500,000
Unsecured term loan due 2020900,000
 900,000
4.750% Senior Notes due 2021700,000
 700,000
4.25% Senior Notes due 2022600,000
 600,000
3.25% Senior Notes due 2022500,000
 500,000
3.300% Senior Notes due 2022 (3)
186,150
 180,649
3.125% Senior Notes due 2023400,000
 —
3.750% Senior Notes due 2024400,000
 400,000
4.125% Senior Notes, Series B due 2024 (3)
186,150
 180,649
3.500% Senior Notes due 2025600,000
 600,000
4.125% Senior Notes due 2026500,000
 500,000
3.25% Senior Notes due 2026450,000
 —
6.90% Senior Notes due 203752,400
 52,400
6.59% Senior Notes due 203822,973
 22,973
5.45% Senior Notes due 2043258,750
 258,750
5.70% Senior Notes due 2043300,000
 300,000
4.375% Senior Notes due 2045300,000
 300,000
Mortgage loans and other (4)
1,718,897
 1,987,401
Total11,190,914
 11,271,020
Deferred financing costs, net(61,304) (69,121)
Unamortized fair value adjustment25,224
 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.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)




(1)
As of December 31, 2019 and 2018, respectively, $26.2 million and $23.1 million of aggregate borrowings were denominated in Canadian dollars. Aggregate borrowings of $27.6 million and $27.8 million were denominated in British pounds as of December 31, 2019 and 2018, respectively.
(2)
Canadian Dollar debt obligations shown in US Dollars.

Unsecured Revolving Credit FacilityFacilities, Commercial Paper and Unsecured Term Loans

Our unsecured credit facility is comprised of a $2.0$3.0 billion unsecured revolving credit facility priced at LIBOR plus 1.0%0.875%, 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, 2016.2019. The unsecured revolving credit facility matures in January 2018,2021, but may be extended at our option subject to the satisfaction of certain conditions for an2 additional periodperiods of one year.six months each. The $200.0 million and $371.2 million term loans mature in January 2018 and January 2019, respectively. The unsecured revolving credit facility also includes an accordion feature that permits us to increase our aggregate borrowing capacity thereunder to up to $3.5 billion.$3.75 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.

In January 2019, our wholly-owned subsidiary, Ventas Realty, Limited Partnership (“Ventas Realty”), established an unsecured commercial paper program. Under the terms of the program, we may issue from time to time unsecured commercial paper notes up to a maximum aggregate amount outstanding at any time of $1.0 billion. The notes are sold under customary terms in the United States commercial paper note market and are ranked pari passu with all of Ventas Realty’s other unsecured senior indebtedness. The notes are fully and unconditionally guaranteed by Ventas, Inc. As of December 31, 2016, we had $146.52019, $567.5 million of borrowings was outstanding$14.1 million of letters of credit outstanding and $1.8 billion of unused borrowing capacity available under our unsecured revolving credit facility.commercial paper program.

As of December 31, 2016,2019, $120.8 million was outstanding under the unsecured revolving credit facility with an additional $24.0 million restricted to support outstanding letters of credit. In addition, we alsolimit our utilization of the unsecured revolving credit facility in order to maintain liquidity and to support our commercial paper program. Including these internal limits, we had a $900.0 million term loan due 2020 priced at LIBOR plus 97.5 basis points.$2.3 billion in available liquidity under the unsecured revolving credit facility as of December 31, 2019.

In May 2016,June 2019, we repaid $100.0 million of the balance outstanding on ourthe $300.0 million unsecured term loan due 2019 using cash on handthat matures in 2023 and repaid in full the $600.0 million unsecured term loan that was set to mature in 2024 and, as a result, we recognized a non-cash charge to loss on extinguishment of debt of $0.4$3.2 million representingduring the second quarter of 2019. We originally entered into this $900.0 million unsecured term loan facility in June 2018, which replaced and repaid in full our previous $900.0 million unsecured term loan due 2020.

As of December 31, 2019, we had a write-off$200.0 million unsecured term loan priced at LIBOR plus 0.90% that matures in 2023.  The term loan also includes an accordion feature that effectively permits us to increase our aggregate borrowings thereunder to up to $800.0 million.        

As of December 31, 2019, we had a $400.0 million secured revolving construction credit facility with $160.5 million of borrowings outstanding. The secured revolving construction credit facility matures in 2022 and is primarily used to finance the then unamortized deferred financing fees.development of research and innovation centers and other construction projects.

In September 2019, we entered into a new C$500 million unsecured term loan facility priced at Canadian Dollar Offered Rate (“CDOR”) plus 0.90% that matures in 2025.

Senior Notes

As of December 31, 2016,2019, we had outstanding $7.1$7.5 billion aggregate principal amount of senior notes issued by our subsidiary, Ventas Realty Limited Partnership (“Ventas Realty”) ($3.9 billion500.0 million of which was co-issued by Ventas Realty’s wholly owned subsidiary, Ventas Capital Corporation), approximately $75.4$75.2 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 millionC$1.7 billion aggregate principal amount of senior notes issued by our subsidiary, Ventas Canada Finance Limited.Limited (“Ventas Canada”). 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
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’sCanada’s senior notes are part of our and Ventas Canada Finance Limited’sCanada’s general unsecured obligations, ranking equal in right of payment with all of Ventas Canada Finance Limited’sCanada’s existing and future subordinated indebtedness. However, Ventas Canada Finance Limited’sCanada’s senior notes are effectively subordinated to our and Ventas Canada Finance Limited’sCanada’s secured indebtedness, if any, to the extent of the value of the assets securing that indebtedness. Ventas Canada Finance Limited’sCanada’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)Canada).

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 and 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.

2019 Activity

In January 2019, we redeemed $258.8 million aggregate principal amount then outstanding of our 5.45% senior notes due 2043 at a public offering price at par, plus accrued and unpaid interest to the redemption date. Notice of the redemption was given in November 2018 and, as a result, we recognized a non-cash charge to loss on extinguishment of debt of $7.1 million during the year ended December 31, 2018 and $0.4 million during the first quarter of 2019.

In February 2019, Ventas Realty issued and sold $400.0 million aggregate principal amount of 3.50% senior notes due 2024 at a public offering price equal to 99.88% of par and $300.0 million aggregate principal amount of 4.875% senior notes due 2049 at a public offering price equal to 99.77% of par.

In June 2019, Ventas Realty issued $450.0 million aggregate principal amount of 2.65% senior notes due 2025 at a public offering price equal to 99.45% of par. The notes were settled and proceeds were received in July 2019.

In July 2019, in connection with an announced cash tender offer for such notes, we tendered $397.1 million principal amount then outstanding of our 2.70% senior notes due 2020 for a tender offer consideration of 100.37% of par value, plus accrued and unpaid interest to the payment date. In August 2019, we repaid the remaining balance then outstanding of our 2.70% senior notes due 2020 of $102.9 million. As a result of the redemption and repayment, we recognized a total loss on extinguishment of debt of $2.4 million.

In August 2019, Ventas Realty issued and sold $650.0 million aggregate principal amount of 3.00% senior notes due 2030 at a public offering price equal to 99.51% of par.

In August 2019, in connection with an announced cash tender offer for such notes, we tendered $395.7 million principal amount then outstanding of our 4.25% senior notes due 2022 for a tender offer consideration of 105.46% of par value, plus accrued and unpaid interest to the payment date. In September 2019, we repaid the remaining balance then outstanding of our 4.25% senior notes due 2022 of $204.3 million. As a result of the redemption and repayment, we recognized a loss on extinguishment of debt of $35.9 million.
In September 2019, we repaid in full, at par, C$400.0 million principal amount then outstanding of our 3.00% senior notes, Series A due 2019 upon maturity.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


In November 2019, Ventas Canada issued and sold C$600 million aggregate principal amount of 2.80% senior notes, Series E due 2024 and C$300 million aggregate principal amount of floating rate senior notes, Series F due 2021, at a public offering price equal to 99.99% and 100.00%, respectively, of par.

2018 Activity

In February 2018, we repaid in full, at par, $700.0 million aggregate principal amount then outstanding of our 2.00% senior notes due February 2018 upon maturity.

In February 2018, Ventas Realty issued and sold $650.0 million aggregate principal amount of 4.00% senior notes due 2028 at a public offering price equal to 99.23% of par.

In February 2018, we redeemed $502.1 million aggregate principal amount then outstanding of our 4.00% senior notes due April 2019 at a public offering price of 101.83% of par, plus accrued and unpaid interest to the redemption date, and recognized a loss on extinguishment of debt of $11.0 million. The redemption was funded using cash on hand and borrowings under our unsecured revolving credit facility. In April 2018, we repaid the remaining balance then outstanding of our 4.00% senior notes due April 2019 of $97.9 million and recognized a loss on extinguishment of debt of $1.8 million.

In August 2018, Ventas Realty issued and sold $750.0 million aggregate principal amount of 4.40% senior notes due 2029 at a public offering price equal to 99.95% of par.

In August 2018, we redeemed $549.5 million aggregate principal amount then outstanding of our 4.75% senior notes due 2021 at a public offering price of 104.56% of par, plus accrued and unpaid interest to the redemption date, and recognized a loss on extinguishment of debt of $28.3 million. The redemption was funded using proceeds from our August 2018 senior note issuance, cash on hand and borrowings under our unsecured revolving credit facility. In September 2018, we repaid the remaining balance then outstanding of our 4.75% senior notes due 2021 of $150.5 million and recognized a loss on extinguishment of debt of $7.6 million.
Mortgages

At December 31, 2016,2019, we had 11389 mortgage loans outstanding in the aggregate principal amount of $1.7$2.0 billion and secured by 12384 of our properties. Of these loans, 9867 loans in the aggregate principal amount of $1.4$1.3 billion bear interest at fixed rates ranging from 3.0%2.0% to 8.6%13.0% per annum, and 1522 loans in the aggregate principal amount of $292.1$671.1 million bear interest at variable rates ranging from 1.5%1.2% to 3.9%4.4% per annum as of December 31, 2016.2019. At December 31, 2016,2019, the weighted average annual rate on our fixed rate mortgage loans was 5.6%3.7%, and the weighted average annual rate on our variable rate mortgage loans was 2.1%3.4%. Our mortgage loans had a weighted average maturity of 5.74.2 years as of December 31, 2016.2019.

During 2016, we repaid in full mortgage loans in the aggregate principal amount $337.8 millionyears ended December 31, 2019 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 2015,2018, we repaid in full mortgage loans in the aggregate principal amount of $461.9$97.7 million and $485.7 million, respectively.

In September 2019, we assumed C$1.2 billion mortgage debt (included in the $2.0 billion above), including a weighted average maturityfair value premium of 2.1 years and recognized a loss on extinguishment of debt of $9.9C$16.6 million, in connection with these repayments.the LGM Acquisition. See “NOTE 4—ACQUISITIONS OF REAL ESTATE PROPERTY.”
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.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)




Scheduled Maturities of Borrowing Arrangements and Other Provisions
As
The following summarizes the maturities of our senior notes payable and other debt as of December 31, 2016, our indebtedness had the following maturities:2019:
 
Principal Amount
Due at Maturity
 
Unsecured Revolving
Credit
Facility and Commercial Paper Notes (1)
 
Scheduled Periodic
Amortization
 Total Maturities
 (In thousands)
2020$276,653
 $567,450
 $40,291
 $884,394
2021361,046
 120,787
 38,954
 520,787
20221,269,661
 —
 33,163
 1,302,824
20231,602,104
 —
 19,409
 1,621,513
20241,571,967
 —
 13,058
 1,585,025
Thereafter6,243,430
 —
 87,829
 6,331,259
Total maturities$11,324,861
 $688,237
 $232,704
 $12,245,802

 
Principal Amount
Due at Maturity
 
Unsecured Revolving
Credit
Facility (1)
 
Scheduled Periodic
Amortization
 Total Maturities
 (In thousands)
2017$614,438
 $—
 $25,970
 $640,408
20181,101,879
 146,538
 21,085
 1,269,502
20191,693,640
 —
 14,607
 1,708,247
20201,416,913
 —
 11,620
 1,428,533
2021774,318
 —
 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) 
AtAs of December 31, 2016,2019, we had $286.7$581.9 million of borrowings outstanding under our unsecured revolving credit facility and commercial paper program, net of $106.4 million of unrestricted cash and cash equivalents, for $140.2 million of net available cash.equivalents.
(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’sCanada’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 facilityfacilities also requiresrequire 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, 2016,2019, 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, 2016,2019, our variable rate debt obligations of $1.7$2.0 billion reflect, in part, the effect of $150.8$147.8 million notional amount of interest rate swaps with a maturity ofmaturities ranging from March 22, 20182022 to May 2022 that effectively convert fixed rate debt to variable rate debt. As of December 31, 2016,2019, our fixed rate debt obligations of $9.5$10.3 billion reflect, in part, the effect of $236.5$505.1 million and C$119.8 million notional amount of interest rate swaps with maturities ranging from October 1, 2018August 2020 to August 3, 2020,December 2029, 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.

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
The carrying amounts and fair values of our financial instruments were as follows:
 As of December 31, 2019 As of December 31, 2018
 
Carrying
Amount
 Fair Value 
Carrying
Amount
 Fair Value
 (In thousands)
Assets:       
Cash and cash equivalents$106,363
 $106,363
 $72,277
 $72,277
Escrow deposits and restricted cash39,739
 39,739
 59,187
 59,187
Secured mortgage loans and other, net645,546
 646,925
 439,491
 425,290
Non-mortgage loans receivable, net63,724
 63,538
 54,164
 54,081
Marketable debt securities237,360
 237,360
 206,442
 206,442
Government-sponsored pooled loan investments, net59,066
 59,066
 56,378
 56,378
Derivative instruments738
 738
 6,012
 6,012
Liabilities:       
Senior notes payable and other debt, gross12,245,802
 12,778,758
 10,829,702
 10,617,074
Derivative instruments12,987
 12,987
 4,561
 4,561
Redeemable OP Units171,178
 171,178
 174,552
 174,552

 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 other646,972
 655,981
 793,433
 816,849
Non-mortgage loans receivable, net52,544
 53,626
 37,926
 38,806
Government-sponsored pooled loan investments55,049
 55,049
 63,679
 63,679
Derivative instruments3,302
 3,302
 —
 —
Liabilities:       
Senior notes payable and other debt, gross11,190,914
 11,369,440
 11,271,020
 11,384,880
Derivative instruments2,316
 2,316
 2,696
 2,696
Redeemable OP unitholder interests177,177
 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-BASEDSTOCK- BASED COMPENSATION

Compensation Plans

We currently have: four4 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); one1 plan under which executive officers may receive common stock in lieu of compensation (the Executive Deferred Stock Compensation Plan); and one1 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, 2016,2019, 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 no0 additional grants were permitted under those Plans after that date.

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, 20162019 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.
2019.

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 0.50.4 million shares were available for future issuance as of December 31, 2016.
2019.

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
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


grants or issuance to employees and non-employee directors, and 6.53.0 million shares (plus the number of shares or options outstanding under the 2006 Plans as of December 31, 20162019 that were or are subsequently forfeited or expire unexercised) were available for future issuance as of December 31, 2016.
2019.

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 rate0.93 - 1.27%
 1.02 - 1.38%
 1.3 - 1.4%
Dividend yield5.50% 5.00% 5.00%
Volatility factors of the expected market price for our common stock19.1 - 20.6%
 19.0 - 20.0%
 17.8 - 18.0%
Weighted average expected life of options4.0 years
 4.0 years
 4.17 years
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


The following is a summary of stock option activity in 2016:2019:
 Shares (000’s) 
Weighted Average
Exercise Price
 
Weighted
Average
Remaining
Contractual
Life (years)
 
Intrinsic
Value
($000’s)
Outstanding as of December 31, 20184,783
 $59.20
    
Options granted—
 —
    
Options exercised(700) 51.68
    
Options forfeited(6) 60.50
    
Options expired—
 —
    
Outstanding as of December 31, 20194,077
 60.49
 5.7 $7,379
Exercisable as of December 31, 20194,014
 60.49
 5.7 $7,415

 Shares (000’s) 
Weighted Average
Exercise Price
 
Weighted
Average
Remaining
Contractual
Life (years)
 
Intrinsic
Value
($000’s)
Outstanding as of December 31, 20153,052
 $52.62
    
Options granted1,165
 62.82
    
Options exercised409
 49.77
    
Options forfeited2
 58.84
    
Options expired1
 46.62
    
Outstanding as of December 31, 20163,805
 56.05
 7.2 $30,379
Exercisable as of December 31, 20162,629
 $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, administrative and administrative expenses.professional fees. Compensation costs related to stock options for the years ended December 31, 2016, 20152019, 2018 and 20142017 were $6.2$0.3 million,, $4.2 $2.6 million and $4.7$4.8 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, 20152019, 2018 and 20142017 were $20.4$36.1 million, $6.4$8.8 million and $26.2$16.3 million, respectively. The total intrinsic value at exercise of options exercised during the years ended December 31, 2016, 20152019, 2018 and 20142017 was $8.0$12.3 million, $4.7$3.1 million and $19.3$7.0 million, respectively. There was no0 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, administrative and administrative expensesprofessional fees of approximately $14.7$33.6 million, $27.3 million and $21.7 million in 2016, $15.2 million in 20152019, 2018 and $16.2 million in 2014.2017, respectively. 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, including performance-based awards, as of December 31, 2016,2019, and changes during the year ended December 31, 20162019 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, 2018276
 $53.64
 628
 $57.70
Granted143
 62.69
 304
 59.85
Vested(149) 54.20
 (371) 60.73
Forfeited(22) 57.24
 (22) 53.69
Nonvested at December 31, 2019248
 58.21
 539
 56.99

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

 
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, 2015363
 $57.65
 14
 $58.02
Granted181
 55.25
 13
 57.06
Vested226
 56.21
 12
 56.19
Forfeited6
 58.18
 0
 0.00
Nonvested at December 31, 2016312
 $57.29
 15
 $58.70

As of December 31, 2016,2019, we had $6.9$15.1 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 1.401.66 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, 20152019, 2018 and 20142017 was $13.9$31.6 million, $18.3$15.5 million and $17.7$16.6 million, respectively.


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, 2016,2019, 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 2016,2019, we made contributions for each qualifying employee of up to 3.5% of his or her salary, subject to certain limitations. During 2016, 20152019, 2018 and 2014,2017, our aggregate contributions were approximately $1.3$1.5 million, $1.2$1.5 million and $1.1$1.4 million, respectively.


NOTE 13—INCOME TAXES

We have elected to be taxed as a REIT under the applicable provisions of the Code, as amended, 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.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, ourOur tax treatment of distributions per common share was as follows:
 For the Years Ended December 31,
 2019 2018 2017
Tax treatment of distributions:     
Ordinary income$—
 $—
 $1.02814
Qualified ordinary income0.12230
 0.00375
 0.00337
199A qualified business income2.22898
 2.97465
 —
Long-term capital gain—
 0.05916
 1.07836
Unrecaptured Section 1250 gain0.03434
 0.12244
 0.21513
Non-dividend distribution0.78438
 —
 —
Distribution reported for 1099-DIV purposes3.17000
 3.16000
 2.32500
Add: Dividend declared in current year and taxable in following year0.79250
 0.79250
 0.79000
Less: Dividend declared in prior year and taxable in current year(0.79250) (0.79000) —
Distribution declared per common share outstanding$3.17000
 $3.16250
 $3.11500


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

 2016 2015 2014
Tax treatment of distributions:     
Ordinary income$2.68216
 $3.02368
 $2.61271
Qualified ordinary income0.05794
 0.01632
 0.10474
Long-term capital gain0.11613
 —
 0.16224
Unrecaptured Section 1250 gain0.10877
 —
 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, 20152019, 2018 and 2014.2017. Our consolidated benefit for income taxes for the years ended December 31, 2016, 2015 and 2014was as follows:
 For the Years Ended December 31,
 2019 2018 2017
 (In thousands)
Current - Federal$(1,840) $(2,953) $(5,672)
Current - State2,118
 1,332
 1,119
Deferred - Federal(49,532) (32,492) (54,396)
Deferred - State(3,353) (825) 3,237
Current - Foreign2,335
 1,892
 2,307
Deferred - Foreign(6,038) (6,907) (6,394)
Total$(56,310) $(39,953) $(59,799)

 2016 2015 2014
 (In thousands)
Current - Federal$(2,991) $138
 $878
Current - State1,241
 1,453
 —
Deferred - Federal(19,539) (25,962) (3,338)
Deferred - State(3,634) (3,054) (1,772)
Current - Foreign1,067
 953
 327
Deferred - Foreign(7,487) (12,812) (4,827)
Total$(31,343) $(39,284) $(8,732)

The 2019 income tax benefit for the year ended December 31, 2016is primarily due primarily to the $57.7 million reversal of valuation allowances recorded against the net deferred tax assets of certain of our TRS entities. During the second quarter of 2019, we concluded it was “more-likely than-not” that these deferred tax assets (primarily US federal NOL carryforwards which begin to expire in 2031) would be realized. This conclusion was based on recently sustained profitability and recent upward revisions to estimates of future taxable income for these TRS entities. The 2018 income tax benefit of ordinary losses andis primarily due to the reversal of a $23.2 million valuation allowance on deferred interest carryforwards and tax losses of certain TRS entities. The $23.2 million valuation allowance reversal was an adjustment to the provisional amount recorded in the prior year related to enactment of the Tax Cuts and Jobs Act of 2017 (the “2017 Tax Act”) and was made based upon additional guidance issued by the IRS subsequent to enactment of the 2017 Tax Act. The 2017 income tax benefit is primarily due to accounting for the 2017 Tax Act, specifically a $64.5 million benefit from the reduced U.S. federal corporate tax rate on net deferred tax liability atliabilities and an offsetting expense of $23.3 million to establish the valuation allowance on deferred interest carryforwards (subsequently reversed in 2018), losses of 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.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Although the TRS entities and certain other foreign entities have paid minimal cash federal, state and foreign income taxes for the year ended December 31, 2016,2019, their federal income tax liabilities may increase in future years as we exhaust net operating loss (“NOL”) carryforwards and as our senior living and other operations reportable business segment grows.grow. 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, 20152019, 2018 and 2014,2017, to the income tax benefit is as follows:
 For the Years Ended December 31,
 2019 2018 2017
 (In thousands)
Tax at statutory rate on earnings from continuing operations before unconsolidated entities, noncontrolling interest and income taxes$77,803
 $80,811
 $204,742
State income taxes, net of federal benefit2,341
 (253) (1,115)
Change in valuation allowance from ordinary operations(47,227) (5,451) 8,237
Decrease in ASC 740 income tax liability—
 (4,347) (4,750)
Tax at statutory rate on earnings not subject to federal income taxes(90,862) (89,947) (231,379)
Foreign rate differential and foreign taxes1,407
 1,924
 6,407
Change in tax status of TRS(52) 359
 (690)
Effect of the 2017 Tax Act—
 (23,160) (41,212)
Other differences280
 111
 (39)
Income tax benefit$(56,310) $(39,953) $(59,799)


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

 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
 $122,746
State income taxes, net of federal benefit(1,022) (657) (1,152)
Increase in valuation allowance3,921
 20,978
 23,122
(Decrease) increase in ASC 740 income tax liability(3,582) (462) 878
Tax at statutory rate on earnings not subject to federal income taxes(209,204) (185,648) (151,055)
Foreign rate differential and foreign taxes2,094
 3,095
 3,230
Change in tax status of TRS(5,629) —
 (7,380)
Other differences601
 324
 879
Income tax benefit$(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 $9.4 million, respectively, related to temporary differences between the financial reporting and tax bases of assets acquired and liabilities assumed (primarily property, intangible and related assets, net of NOL carryforwards).
Each TRS is a tax paying component for purposes of classifying deferred tax assets and liabilities. The tax effects of temporary differences and carryforwards (including the REIT carryforwards) included in the net deferred tax liabilities at December 31, 2016, 2015 and 2014are summarized as follows:
 As of December 31,
 2019 2018 2017
 (In thousands)
Property, primarily differences in depreciation and amortization, the tax basis of land assets and the treatment of interests and certain costs$(257,373) $(269,758) $(300,395)
Operating loss and interest deduction carryforwards136,771
 133,243
 146,732
Expense accruals and other7,380
 11,910
 12,890
Valuation allowance(40,114) (80,614) (109,319)
Net deferred tax liabilities$(153,336) $(205,219) $(250,092)

 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) $(406,023)
Operating loss and interest deduction carryforwards589,326
 564,091
 398,859
Expense accruals and other18,185
 14,624
 15,355
Valuation allowance(514,349) (503,531) (352,528)
Net deferred tax liabilities$(316,641) $(338,382) $(344,337)

We established beginning net deferred tax assets and liabilities related to temporary differences between the financial reporting and the tax bases of assets acquired and liabilities assumed (primarily property, intangible and related assets, net of NOL carryforwards) in connection with the following acquisitions:
 For the Years Ended December 31,
 2019 2018 2017
 (In thousands)
Research and innovation acquisition$—
 $—
 $19,262
Miscellaneous acquisitions—
 (922) (4,510)
Established beginning deferred tax assets or liabilities$—
 $(922) $14,752


Our net deferred tax liability decreased $21.7$51.9 million during 20162019 primarily due to the $57.7 million reversal of avaluation allowances recorded against the net deferred tax assets of certain of our TRS entities. Our net deferred tax liability at onedecreased $44.8 million during 2018 primarily due to accounting for IRS guidance issued subsequent to the enactment of the 2017 Tax Act, specifically a $23.2 million benefit for the reversal of a valuation allowance on deferred interest carryforwards, and tax losses of certain TRS entities. Our net deferred tax liability decreased $66.5 million during 2017 primarily due to accounting for the 2017 Tax Act, specifically a $64.5 million benefit from the reduced U.S. federal corporate tax rate on net deferred tax liabilities and an offsetting expense of $23.3 million to establish a provisional adjustment on deferred interest carryforwards, 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 translationpurchase accounting 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, 2015,2019, 2018 and 20142017 are $379.5$21.2 million, $55.1 million and $84.7$67.1 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.
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 impact536
 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-yearfive-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
At December 31, 20132019, 2018 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 to2017, the REIT including $18.6had NOL carryforwards of $858.6 million, $910.7 million and $397.9$973.4 million, respectively. Additionally, the REIT has $12.6 million of the REIT NOL carried over from the HCT and Ardent acquisitions, respectively. Additionally, $10.5 million of Federalfederal income tax credits that were carried over from the Ardent entities.acquisitions. 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 NOLremaining REIT carryforwards have begun to expire annually for the REIT and begin to expire in 2024 with respect2020.

For the years ended December 31, 2019 and 2018, the net difference between tax bases and the reported amount of REIT assets and liabilities for federal income tax purposes was approximately $3.5 billion and $3.8 billion, respectively, less than the book bases of those assets and liabilities for financial reporting purposes.

Generally, we are subject to audit under the TRS entities.
As a resultstatute of our uncertainty regardinglimitations by the use of existing REIT NOLs, we have not ascribed any net deferred tax benefit to REIT NOL carryforwards as of Internal Revenue Service (“IRS”) for the year ended December 31, 2016 and 2015. The IRS may challenge our entitlementsubsequent years and are subject to these tax attributes during its review of the tax returnsaudit by state taxing authorities for the previous taxyear ended December 31, 2015 and subsequent years. We believe we are entitledsubject to these tax attributes but cannot assure you as toaudit generally under the outcomestatutes of these matters.limitation by the Canada
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)




Revenue Agency and provincial authorities with respect to the Canadian entities for the year ended December 31, 2015 and subsequent years. We are also subject to audit in Canada for periods subsequent to the acquisition, and certain prior periods, with respect to entities acquired in 2014 from Holiday Retirement. We are subject to audit in the United Kingdom generally for the periods ended in and subsequent to 2018.

The following table summarizes the activity related to our unrecognized tax benefits:
 2019 2018
 (In thousands)
Balance as of January 1$12,344
 $16,765
Additions to tax positions related to prior years178
 207
Subtractions to tax positions related to prior years(395) (1,720)
Subtractions to tax positions as a result of the lapse of the statute of limitations—
 (2,908)
Balance as of December 31$12,127
 $12,344

 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 years222
 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$12.1 million and $24.1$12.3 million at December 31, 20162019 and 2015,2018, respectively, were $19.3$10.7 million and $22.5$10.6 million of tax benefits at December 31, 20162019 and 2015,2018, respectively, that, if recognized, would reduce our annual effective tax rate. We accrued 0 interest of $0.3 millionor penalties related to the unrecognized tax benefits during 2016, but no penalties.2019. We do not expect our unrecognized tax benefits to increase or decrease by $4.3 million during 2017, as a result of the lapse of the statute of limitations.materially in 2020.

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.


Subsequent Event

In the first quarter of 2020, we completed an internal restructuring of certain US taxable REIT subsidiaries.  As a result, we expect to record a $152 million tax benefit from the transfer of assets subject to certain deferred tax liabilities from taxable REIT subsidiaries to the REIT in this tax-free transaction.


NOTE 14—COMMITMENTS AND CONTINGENCIES
Litigation
Proceedings against Tenants, Operators and Managers

From time to time, Atria, Sunrise, Brookdale Senior Living, Ardent, 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
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


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
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


community, MOB or life scienceresearch and 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,note, that 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

Operating Leases
With respect
We lease real property, primarily land and corporate office space, and equipment, primarily vehicles at our seniors housing communities. At inception, we establish an operating lease asset and operating lease liability calculated as the present value of future minimum lease payments. As our leases do not provide an implicit rate, we use a discount rate that approximates our incremental borrowing rate available at lease commencement to certaindetermine the present value. Incremental borrowing rates are adjusted for the length of the individual lease term. The weighted average discount rate and remaining lease term 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.

Asas of December 31, 2016,2019 are 7.25% and 41.8 years, respectively. Operating lease assets and liabilities are not recognized for leases with an initial term of 12 months or less.

Our lease expense primarily consists of ground and corporate office leases. Ground lease expense is included in interest expense and corporate office lease expense is included in general, administrative and professional fees in the Company's Consolidated Statements of Income. For the years ended December 31, 2019 and 2018 we recognized $32.6 million and $32.3 million of expense relating to our leases. For the years ended December 31, 2019 and 2018, cash paid for leases was $25.8 million and $26.7 million, respectively as reported within operating cash outflows in our Consolidated Statements of Cash Flows.    
The following table summarizes future minimum lease obligations under non-cancelable ground and other operating and ground leases were as follows:of December 31, 2019 (in thousands):
2020$24,395
2021(1)
56,948
2022(1)
28,023
202319,322
202418,398
Thereafter644,996
Total undiscounted minimum lease payments792,082
Less: imputed interest(540,886)
Operating lease liabilities$251,196

(1)
Obligations include payment of ground rent upon substantial completion of in progress research and innovation developments.
 Lease Payments
 (In thousands)
2017$28,146
201824,814
201921,593
202020,766
202120,105
Thereafter628,571
Total$743,995

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 Years Ended December 31,
 2019 2018 2017
 (In thousands, except per share amounts)
Numerator for basic and diluted earnings per share:     
Income from continuing operations$439,297
 $415,991
 $1,361,222
Discontinued operations—
 (10) (110)
Net income439,297
 415,981
 1,361,112
Net income attributable to noncontrolling interests6,281
 6,514
 4,642
Net income attributable to common stockholders          $433,016
 $409,467
 $1,356,470
Denominator:     
Denominator for basic earnings per share—weighted average shares365,977
 356,265
 355,326
Effect of dilutive securities:     
Stock options391
 174
 494
Restricted stock awards527
 331
 265
OP unitholder interests2,991
 2,531
 2,481
Denominator for diluted earnings per share—adjusted weighted average shares369,886
 359,301
 358,566
Basic earnings per share:     
Income from continuing operations$1.20
 $1.17
 $3.83
Net income attributable to common stockholders          1.18
 1.15
 3.82
Diluted earnings per share:     
Income from continuing operations$1.19
 $1.16
 $3.80
Net income attributable to common stockholders          1.17
 1.14 3.78

 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 shares344,703
 330,311
 294,175
Effect of dilutive securities:     
Stock options569
 360
 495
Restricted stock awards176
 41
 55
OP units2,942
 3,295
 1,952
Denominator for diluted earnings per share—adjusted weighted average shares348,390
 334,007
 296,677
Basic earnings per share:     
Income from continuing operations attributable to common stockholders$1.88
 $1.23
 $1.28
Discontinued operations0.00
 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 operations0.00
 0.03
 0.34
Net income attributable to common stockholders$1.86
 $1.25
 $1.60

There were 1.41.1 million, 0.93.5 million and 0.53.0 million anti-dilutive options outstanding for the years ended December 31, 2016, 20152019, 2018 and 2014,2017, respectively.



NOTE 16—PERMANENT AND TEMPORARY EQUITY

Capital Stock
For
From time to time, we may sell up to an aggregate of $1.0 billion of our common stock under an “at-the-market” equity offering program (“ATM program”). During the year ended December 31, 2016,2019, we issued and sold 18.92.7 million shares of our common stock under our “at-the-market” (“ATM”) equity offeringATM program and public offerings. Aggregate netfor gross 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.$66.75 per share. As of December 31, 2016, approximately $230.62019, $822.1 million of our common stock remained available for sale under our ATM equity offering program.

In January 2015, in connection with the HCT acquisition,June 2019, 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 7.212.7 million shares of our common stock under our ATM equitya registered public offering program for aggregategross proceeds of $62.75 per share. We used the majority of the net proceeds of $491.6 million, after sales agent commissions.to fund our LGM Acquisition. See “NOTE 4—ACQUISITIONS OF REAL ESTATE PROPERTY” and “NOTE 6—LOANS RECEIVABLE AND INVESTMENTS” for additional information regarding the LGM Acquisition.
For
During the year ended December 31, 2014,2018, we sold 0 shares of common stock under our ATM program.

During the year ended December 31, 2017, we issued and sold a total of 3.41.1 million shares of common stock under theour previous ATM program for aggregate net proceeds of $242.3 million, after sales agent commissions.program.
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.
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
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


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, 2016,2019, there were no0 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)Loss

The following is a summary of our accumulated other comprehensive loss as of December 31, 2016 and 2015:loss:
 As of December 31,
 2019 2018
 (In thousands)
Foreign currency translation$(51,743) $(55,016)
Available for sale securities27,380
 15,746
Derivative instruments(10,201) 19,688
Total accumulated other comprehensive loss$(34,564) $(19,582)

 2016 2015
 (In thousands)
Foreign currency translation$(66,192) $(13,926)
Unrealized gain on marketable securities1,239
 1,549
Other7,419
 4,812
Total accumulated other comprehensive loss$(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.
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 interestinterests for 2016:2019:
  Redeemable OP Unitholder Interests Redeemable Noncontrolling Interests Total Redeemable OP Unitholder and Noncontrolling Interests
  (In thousands)
Balance as of December 31, 2018 $174,552
 $13,589
 $188,141
New issuances (1)
 —
 81,181
 81,181
Change in valuation 7,389
 7,730
 15,119
Distributions and other (9,298) —
 (9,298)
Redemptions (1,465) —
 (1,465)
Balance as of December 31, 2019 $171,178
 $102,500
 $273,678

  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 issuancesIncludes the redeemable portion of redeemable noncontrolling interests relate to joint venture arrangements from the Life Sciences Acquisition.LGM's interest in certain seniors housing communities acquired in September 2019.
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, 20152019, 2018 and 2014,2017, we incurred fees to Atria of $58.7$62.1 million, $58.0$60.1 million and $52.7$59.7 million respectively, the majority of which are recorded within property-level operating expenses in our Consolidated Statements of Income.

Our 34% ownership interest in Atria entitles us to customary rights and minority protections, as well as the right to appoint 2 of 6 members on the Atria Board of Directors.

As disclosed in “NOTE 4—ACQUISITIONS OF REAL ESTATE PROPERTY,”of December 31, 2019, we leased ten10 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 yearyears ended December 31, 20162019, 2018 and period from the closing of the Ardent Transaction through December 31, 2015,2017, we recognized rental income from Ardent of $106.9$118.8 million, $114.8 million and $42.9$110.8 million, respectively. respectively, relating to the Ardent master lease.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Our 9.8% ownership interest in Ardent entitles us to customary rights and minority protections, as well as the right to appoint 1 of 11 members on the Ardent Board of Directors.
In 2015, as partJanuary 2018, we transitioned the management of 76 private pay seniors housing communities to ESL. These assets, substantially all of which were previously leased by Elmcroft Senior Living (“Elmcroft”) under triple-net leases, are now operated by ESL under a management contract with us and are included in the closing,senior living operations reportable business segment. Upon termination of our lease with Elmcroft, we also paid certain transaction-related feesderecognized our accumulated straight-line receivable balance and offsetting reserve of $75.2 million. For the years ended December 31, 2019 and 2018, we incurred $8.2 million and $23.6 million respectively of transaction and integration costs relating to Ardentthis transaction, net of $40.0 million, which are recorded withinproperty-level net assets assumed for 0 consideration, included in merger-related expenses and deal costs in our Consolidated Statements of Income.
These transactions
In January 2018, we acquired a 34% ownership interest in ESL which entitles us to customary rights and minority protections, as well as the right to appoint 2 of 6 members to the ESL Board of Directors. ESL management owns the 66% controlling interest.

ESL provides comprehensive property management and accounting services with respect to our seniors housing communities that ESL operates, for which we pay annual management fees pursuant to a management agreement.  For the years ended December 31, 2019 and 2018, we incurred fees to ESL of $14.6 million and $12.9 million, respectively, the majority of which are considered to be arm’s lengthrecorded within property-level operating expenses in nature and on terms consistent with transactions with unaffiliated third parties.our Consolidated Statements of Income.


NOTE 18—QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

Summarized unaudited consolidated quarterly information is provided below:
 For the Year Ended December 31, 2019
 
First
Quarter
 
Second
Quarter
 
Third
Quarter
 
Fourth
Quarter
 (In thousands, except per share amounts)
Revenues$942,874
 $950,717
 $983,155
 $996,004
        
Income from continuing operations$127,588
 $211,898
 $86,918
 $12,893
Net income127,588
 211,898
 86,918
 12,893
Net income attributable to noncontrolling interests1,803
 1,369
 1,659
 1,450
Net income attributable to common stockholders          $125,785
 $210,529
 $85,259
 $11,443
Basic earnings per share: 
  
  
  
Income from continuing operations$0.36
 $0.59
 $0.23
 $0.03
Net income attributable to common stockholders0.35
 0.58
 0.23
 0.03
Diluted earnings per share: 
  
  
  
Income from continuing operations$0.35
 $0.58
 $0.23
 $0.03
Net income attributable to common stockholders0.35
 0.58
 0.23
 0.03
        
Dividends declared per common share$0.7925
 $0.7925
 $0.7925
 $0.7925

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 operations0.00
 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 operations0.00
 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, 2018
 
First
Quarter
 
Second
Quarter
 
Third
Quarter
 
Fourth
Quarter
 (In thousands, except per share amounts)
Revenues$943,705
 $942,304
 $936,538
 $923,263
        
Income from continuing operations$80,108
 $169,300
 $103,281
 $63,302
Discontinued operations(10) —
 —
 —
Net income80,098
 169,300
 103,281
 63,302
Net income attributable to noncontrolling interests1,395
 2,781
 1,309
 1,029
  Net income attributable to common stockholders          $78,703
 $166,519
 $101,972
 $62,273
Basic earnings per share:       
Income from continuing operations$0.22
 $0.48
 $0.29
 $0.18
Net income attributable to common stockholders0.22
 0.47
 0.29
 0.17
Diluted earnings per share:       
Income from continuing operations$0.22
 $0.47
 $0.29
 $0.18
Net income attributable to common stockholders0.22
 0.46
 0.28
 0.17
        
Dividends declared per common share$0.79
 $0.79
 $0.79
 $0.7925

 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 operations17,574
 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 operations0.05
 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 operations0.05
 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



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


NOTE 19—SEGMENT INFORMATION

As of December 31, 2016,2019, we operated through three3 reportable business segments: triple-net leased properties, senior living operations and office operations. UnderIn 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 scienceresearch 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 any of our three3 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 net income from continuing operationsattributable to common stockholders 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 no0 intersegment sales or transfers.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)




Summary information by reportable business segment is as follows:
For the Year Ended December 31, 2016For the Year Ended December 31, 2019
Triple-Net
Leased
Properties
 
Senior
Living
Operations
 
Office
Operations
 
All
Other
 Total
Triple-Net
Leased
Properties
 
Senior
Living
Operations
 
Office
Operations
 
All
Other
 Total
(In thousands)(In thousands)
Revenues:                  
Rental income$845,834
 $—
 $630,342
 $—
 $1,476,176
$780,898
 $—
 $828,978
 $—
 $1,609,876
Resident fees and services—
 1,847,306
 —
 —
 1,847,306
—
 2,151,533
 —
 —
 2,151,533
Office building and other services revenue4,921
 —
 13,029
 3,120
 21,070
—
 —
 7,747
 3,409
 11,156
Income from loans and investments—
 —
 —
 98,094
 98,094
—
 —
 —
 89,201
 89,201
Interest and other income—
 —
 —
 876
 876
—
 —
 —
 10,984
 10,984
Total revenues$850,755
 $1,847,306
 $643,371
 $102,090
 $3,443,522
$780,898
 $2,151,533
 $836,725
 $103,594
 $3,872,750
         
Total revenues$850,755
 $1,847,306
 $643,371
 $102,090
 $3,443,522
$780,898
 $2,151,533
 $836,725
 $103,594
 $3,872,750
Less:                  
Interest and other income—
 —
 —
 876
 876
—
 —
 —
 10,984
 10,984
Property-level operating expenses—
 1,242,978
 191,784
 —
 1,434,762
26,561
 1,521,398
 260,249
 —
 1,808,208
Office building services costs—
 —
 7,311
 —
 7,311
—
 —
 2,319
 —
 2,319
Segment NOI850,755
 604,328
 444,276
 101,214
 2,000,573
$754,337
 $630,135
 $574,157
 $92,610
 2,051,239
Income from unconsolidated entities2,363
 1,265
 590
 140
 4,358
Segment profit$853,118
 $605,593
 $444,866
 $101,354
 2,004,931
Interest and other income 
  
  
   876
 
  
  
   10,984
Interest expense 
  
  
  
 (419,740) 
  
  
  
 (451,662)
Depreciation and amortization 
  
  
  
 (898,924) 
  
  
  
 (1,045,620)
General, administrative and professional fees 
  
  
  
 (126,875) 
  
  
  
 (165,996)
Loss on extinguishment of debt, net 
  
  
  
 (2,779) 
  
  
  
 (41,900)
Merger-related expenses and deal costs 
  
  
  
 (24,635) 
  
  
  
 (15,235)
Other 
  
  
  
 (9,988) 
  
  
  
 17,609
Loss from unconsolidated entities        (2,454)
Gain on real estate dispositions        26,022
Income tax benefit 
  
  
  
 31,343
 
  
  
  
 56,310
Income from continuing operations 
  
  
  
 $554,209
 
  
  
  
 439,297
Discontinued operations        —
Net income        439,297
Net income attributable to noncontrolling interests        6,281
Net income attributable to common stockholders        $433,016
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)




For the Year Ended December 31, 2015For the Year Ended December 31, 2018
Triple-Net
Leased
Properties
 
Senior
Living
Operations
 
Office
Operations
 
All
Other
 Total
Triple-Net
Leased
Properties
 
Senior
Living
Operations
 
Office
Operations
 
All
Other
 Total
(In thousands)(In thousands)
Revenues:                  
Rental income$779,801
 $—
 $566,245
 $—
 $1,346,046
$737,796
 $—
 $776,011
 $—
 $1,513,807
Resident fees and services—
 1,811,255
 —
 —
 1,811,255
—
 2,069,477
 —
 —
 2,069,477
Office building and other services revenue4,433
 —
 34,436
 2,623
 41,492
2,522
 —
 7,592
 3,302
 13,416
Income from loans and investments—
 —
 —
 86,553
 86,553
—
 —
 —
 124,218
 124,218
Interest and other income—
 —
 —
 1,052
 1,052
—
 —
 —
 24,892
 24,892
Total revenues$784,234
 $1,811,255
 $600,681
 $90,228
 $3,286,398
$740,318
 $2,069,477
 $783,603
 $152,412
 $3,745,810
         
Total revenues$784,234
 $1,811,255
 $600,681
 $90,228
 $3,286,398
$740,318
 $2,069,477
 $783,603
 $152,412
 $3,745,810
Less:                  
Interest and other income—
 —
 —
 1,052
 1,052
—
 —
 —
 24,892
 24,892
Property-level operating expenses—
 1,209,415
 174,225
 —
 1,383,640
—
 1,446,201
 243,679
 —
 1,689,880
Office building services costs—
 —
 26,565
 —
 26,565
—
 —
 1,418
 —
 1,418
Segment NOI784,234
 601,840
 399,891
 89,176
 1,875,141
$740,318
 $623,276
 $538,506
 $127,520
 2,029,620
(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
 
  
  
   24,892
Interest expense 
  
  
  
 (367,114) 
  
  
  
 (442,497)
Depreciation and amortization 
  
  
  
 (894,057) 
  
  
  
 (919,639)
General, administrative and professional fees 
  
  
  
 (128,035) 
  
  
  
 (151,982)
Loss on extinguishment of debt, net 
  
  
  
 (14,411) 
  
  
  
 (58,254)
Merger-related expenses and deal costs 
  
  
  
 (102,944) 
  
  
  
 (30,547)
Other 
  
  
  
 (17,957) 
  
  
  
 (66,768)
Loss from unconsolidated entities        (55,034)
Gain on real estate dispositions        46,247
Income tax benefit 
  
  
  
 39,284
 
  
  
  
 39,953
Income from continuing operations 
  
  
  
 $389,539
 
  
  
  
 415,991
Discontinued operations        (10)
Net income        415,981
Net income attributable to noncontrolling interests        6,514
Net income attributable to common stockholders        $409,467
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)




 For the Year Ended December 31, 2017
 
Triple-Net
Leased
Properties
 
Senior
Living
Operations
 
Office
Operations
 
All
Other
 Total
 (In thousands)
Revenues:         
Rental income$840,131
 $—
 $753,467
 $—
 $1,593,598
Resident fees and services—
 1,843,232
 —
 —
 1,843,232
Office building and other services revenue4,580
 —
 7,497
 1,600
 13,677
Income from loans and investments—
 —
 —
 117,608
 117,608
Interest and other income—
 —
 —
 6,034
 6,034
Total revenues$844,711
 $1,843,232
 $760,964
 $125,242
 $3,574,149
          
Total revenues$844,711
 $1,843,232
 $760,964
 $125,242
 $3,574,149
Less:         
Interest and other income—
 —
 —
 6,034
 6,034
Property-level operating expenses—
 1,250,065
 233,007
 —
 1,483,072
Office building services costs—
 —
 3,391
 —
 3,391
Segment NOI$844,711
 $593,167
 $524,566
 $119,208
 2,081,652
Interest and other income 
  
  
   6,034
Interest expense 
  
  
  
 (448,196)
Depreciation and amortization 
  
  
  
 (887,948)
General, administrative and professional fees 
  
  
  
 (135,490)
Loss on extinguishment of debt, net        (754)
Merger-related expenses and deal costs 
  
  
  
 (10,535)
Other 
  
  
  
 (20,052)
Loss from unconsolidated entities        (561)
Gain on real estate dispositions        717,273
Income tax benefit 
  
  
  
 59,799
Income from continuing operations 
  
  
  
 1,361,222
Discontinued operations        (110)
Net income        1,361,112
Net income attributable to noncontrolling interests        4,642
Net income attributable to common stockholders        $1,356,470

 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 revenue4,565
 —
 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 NOI679,112
 516,395
 310,515
 54,048
 1,560,070
Income (loss) from unconsolidated entities859
 (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,
 2019 2018
 (Dollars in thousands)
Assets:       
Triple-net leased properties$6,381,657
 25.8% $6,795,142
 30.1%
Senior living operations10,142,023
 41.1
 8,156,187
 36.1
Office operations7,173,401
 29.1
 6,772,957
 30.0
All other assets995,127
 4.0
 860,269
 3.8
Total assets$24,692,208
 100.0% $22,584,555
 100.0%
 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 operations7,826,262
 33.8
 8,022,206
 36.0
Office operations6,614,454
 28.6
 5,209,751
 23.4
All other assets1,098,092
 4.7
 1,033,316
 4.7
Total assets$23,166,600
 100.0% $22,261,918
 100.0%

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 Years Ended December 31,
 2019 2018 2017
 (In thousands)
Capital expenditures:     
Triple-net leased properties$55,429
 $58,744
 $254,542
Senior living operations944,214
 337,750
 261,900
Office operations519,129
 332,147
 579,885
Total capital expenditures$1,518,772
 $728,641
 $1,096,327

 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 operations105,614
 382,877
 977,997
Office operations1,503,304
 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,For the Years Ended December 31,
2016 2015 20142019 2018 2017
(In thousands)(In thousands)
Revenues:          
United States$3,242,353
 $3,086,449
 $2,636,591
$3,578,341
 $3,524,875
 $3,361,682
Canada174,831
 173,778
 126,435
266,946
 192,350
 186,049
United Kingdom26,338
 26,171
 13,787
27,463
 28,585
 26,418
Total revenues$3,443,522
 $3,286,398
 $2,776,813
$3,872,750
 $3,745,810
 $3,574,149
As of December 31,As of December 31,
2016 20152019 2018
(In thousands)(In thousands)
Net real estate property:      
United States$19,105,939
 $18,271,829
$18,631,352
 $18,861,163
Canada1,037,105
 1,039,561
2,830,850
 963,588
United Kingdom251,710
 313,830
266,885
 268,906
Total net real estate property$20,394,754
 $19,625,220
$21,729,087
 $20,093,657





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.Canada. None of our other subsidiaries is obligated with respect to Ventas Canada Finance Limited’sCanada’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.
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’sCanada’s senior notes.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


The following summarizes our condensed consolidating information as of December 31, 20162019 and 20152018 and for the years ended December 31, 2016, 2015,2019, 2018, and 2014:2017:

CONDENSED CONSOLIDATING BALANCE SHEET

 As of December 31, 2019
 Ventas, Inc. Ventas Realty Ventas Subsidiaries 
Consolidated
Elimination
 Consolidated
 (In thousands)
Assets         
Net real estate investments$14,714
 $108,533
 $22,355,474
 $—
 $22,478,721
Cash and cash equivalents1,904
 —
 104,459
 —
 106,363
Escrow deposits and restricted cash1,205
 128
 38,406
 —
 39,739
Investment in and advances to affiliates15,774,897
 2,728,110
 —
 (18,503,007) —
Goodwill—
 —
 1,051,161
 —
 1,051,161
Assets held for sale—
 —
 91,433
 —
 91,433
Deferred income tax assets, net—
 —
 47,495
 —
 47,495
Other assets83,190
 1,499
 792,607
 —
 877,296
Total assets$15,875,910
 $2,838,270
 $24,481,035
 $(18,503,007) $24,692,208
Liabilities and equity         
Liabilities:         
Senior notes payable and other debt$—
 $8,352,384
 $3,806,389
 $—
 $12,158,773
Intercompany loans8,789,600
 (5,105,070) (3,684,530) —
 —
Accrued interest(14,522) 94,874
 30,763
 —
 111,115
Operating lease liabilities14,498
 519
 236,179
 —
 251,196
Accounts payable and other liabilities342,828
 20,360
 782,512
 —
 1,145,700
Liabilities related to assets held for sale—
 —
 5,463
 —
 5,463
Deferred income tax liabilities1,329
 —
 199,502
 —
 200,831
Total liabilities9,133,733
 3,363,067
 1,376,278
 —
 13,873,078
Redeemable OP unitholder and noncontrolling interests102,657
 —
 171,021
 —
 273,678
Total equity6,639,520
 (524,797) 22,933,736
 (18,503,007) 10,545,452
Total liabilities and equity$15,875,910
 $2,838,270
 $24,481,035
 $(18,503,007) $24,692,208


  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 equivalents210,303
 —
 76,404
 —
 286,707
Escrow deposits and restricted cash198
 1,504
 78,945
 —
 80,647
Investment in and advances to affiliates14,258,162
 2,938,442
 —
 (17,196,604) —
Goodwill—
 —
 1,033,225
 —
 1,033,225
Assets held for sale—
 —
 54,961
 —
 54,961
Other assets35,468
 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 loans7,087,902
 (6,209,707) (878,195) —
 —
Accrued interest—
 65,403
 18,359
 —
 83,762
Accounts payable and other liabilities89,284
 35,587
 783,057
 —
 907,928
Liabilities held for sale—
 (1) 1,463
 —
 1,462
Deferred income taxes316,641
 —
 —
 —
 316,641
Total liabilities7,493,827
 2,298,261
 2,645,031
 —
 12,437,119
Redeemable OP unitholder and noncontrolling interests—
 —
 200,728
 —
 200,728
Total equity7,012,311
 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



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)




CONDENSED CONSOLIDATING BALANCE SHEET
 As of December 31, 2018
 Ventas, Inc. 
Ventas
Realty
 Ventas Subsidiaries 
Consolidated
Elimination
 Consolidated
 (In thousands)
Assets         
Net real estate investments$3,598
 $112,691
 $20,521,615
 $—
 $20,637,904
Cash and cash equivalents6,470
 —
 65,807
 —
 72,277
Escrow deposits and restricted cash4,211
 128
 54,848
 —
 59,187
Investment in and advances to affiliates15,656,592
 2,726,198
 —
 (18,382,790) —
Goodwill—
 —
 1,050,548
 —
 1,050,548
Assets held for sale—
 —
 5,454
 —
 5,454
Other assets45,989
 4,443
 708,753
 —
 759,185
Total assets$15,716,860
 $2,843,460
 $22,407,025
 $(18,382,790) $22,584,555
Liabilities and equity         
Liabilities:         
Senior notes payable and other debt$—
 $8,620,867
 $2,112,832
 $—
 $10,733,699
Intercompany loans8,580,896
 (5,629,764) (2,951,132) —
 —
Accrued interest(9,953) 85,717
 23,903
 —
 99,667
Accounts payable and other liabilities319,753
 19,178
 747,099
 —
 1,086,030
Liabilities related to assets held for sale—
 —
 205
 —
 205
Deferred income taxes608
 —
 204,611
 —
 205,219
Total liabilities8,891,304
 3,095,998
 137,518
 —
 12,124,820
Redeemable OP unitholder and noncontrolling interests13,746
 —
 174,395
 —
 188,141
Total equity6,811,810
 (252,538) 22,095,112
 (18,382,790) 10,271,594
Total liabilities and equity$15,716,860
 $2,843,460
 $22,407,025
 $(18,382,790) $22,584,555


  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 equivalents11,733
 —
 41,290
 —
 53,023
Escrow deposits and restricted cash7,154
 1,644
 69,098
 —
 77,896
Investment in and advances to affiliates12,989,643
 3,545,183
 —
 (16,534,826) —
Goodwill—
 —
 1,047,497
 —
 1,047,497
Assets held for sale—
 4,488
 88,572
 —
 93,060
Other assets17,869
 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 loans7,294,158
 (6,571,512) (722,646) —
 —
Accrued interest—
 64,561
 16,303
 —
 80,864
Accounts payable and other liabilities68,604
 45,226
 665,550
 —
 779,380
Liabilities held for sale—
 44
 34,296
 —
 34,340
Deferred income taxes338,382
 —
 —
 —
 338,382
Total liabilities7,701,144
 1,908,989
 2,829,829
 —
 12,439,962
Redeemable OP unitholder and noncontrolling interests—
 —
 196,529
 —
 196,529
Total equity5,331,053
 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





















NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)




CONDENSED CONSOLIDATING STATEMENT OF INCOME
For the Year Ended December 31, 2016For the Year Ended December 31, 2019
Ventas, Inc. Ventas Realty Ventas Subsidiaries 
Consolidated
Elimination
 ConsolidatedVentas, Inc. Ventas Realty Ventas Subsidiaries 
Consolidated
Elimination
 Consolidated
(In thousands)(In thousands)
Revenues                  
Rental income$2,670
 $196,991
 $1,276,515
 $—
 $1,476,176
$1,074
 $142,562
 $1,466,240
 $—
 $1,609,876
Resident fees and services—
 —
 1,847,306
 —
 1,847,306
—
 —
 2,151,533
 —
 2,151,533
Office building and other services revenues1,605
 —
 19,465
 —
 21,070
—
 —
 11,156
 —
 11,156
Income from loans and investments341
 —
 97,753
 —
 98,094
2,812
 —
 86,389
 —
 89,201
Equity earnings in affiliates500,515
 —
 (1,223) (499,292) —
362,143
 —
 (2,469) (359,674) —
Interest and other income666
 —
 210
 —
 876
214
 192
 10,578
 —
 10,984
Total revenues505,797
 196,991
 3,240,026
 (499,292) 3,443,522
366,243
 142,754
 3,723,427
 (359,674) 3,872,750
Expenses                  
Interest(46,650) 281,458
 184,932
 —
 419,740
(87,222) 323,860
 215,024
 —
 451,662
Depreciation and amortization8,968
 18,297
 871,659
 —
 898,924
5,686
 5,410
 1,034,524
 —
 1,045,620
Property-level operating expenses—
 317
 1,434,445
 —
 1,434,762
—
 578
 1,807,630
 —
 1,808,208
Office building services costs—
 —
 7,311
 —
 7,311
—
 —
 2,319
 —
 2,319
General, administrative and professional fees509
 18,320
 108,046
 —
 126,875
6,512
 17,958
 141,526
 —
 165,996
Loss on extinguishment of debt, net—
 2,770
 9
 —
 2,779
—
 41,875
 25
 —
 41,900
Merger-related expenses and deal costs23,068
 —
 1,567
 —
 24,635
7,170
 —
 8,065
 —
 15,235
Other(705) 41
 10,652
 —
 9,988
2,077
 2
 (19,688) —
 (17,609)
Total expenses(14,810) 321,203
 2,618,621
 —
 2,925,014
(65,777) 389,683
 3,189,425
 —
 3,513,331
Income (loss) before unconsolidated entities, income taxes, discontinued operations, real estate dispositions and noncontrolling interest520,607
 (124,212) 621,405
 (499,292) 518,508
Income from unconsolidated entities—
 1,840
 2,518
 —
 4,358
Income (loss) before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests432,020
 (246,929) 534,002
 (359,674) 359,419
Loss from unconsolidated entities—
 —
 (2,454) —
 (2,454)
Gain on real estate dispositions930
 88
 25,004
 —
 26,022
Income tax benefit31,343
 —
 —
 —
 31,343
66
 —
 56,244
 —
 56,310
Income (loss) from continuing operations551,950
 (122,372) 623,923
 (499,292) 554,209
433,016
 (246,841) 612,796
 (359,674) 439,297
Discontinued operations(922) —
 —
 —
 (922)
Gain on real estate dispositions98,203
 —
 —
 —
 98,203
Net income (loss)649,231
 (122,372) 623,923
 (499,292) 651,490
433,016
 (246,841) 612,796
 (359,674) 439,297
Net income attributable to noncontrolling interest—
 —
 2,259
 —
 2,259
Net income attributable to noncontrolling interests—
 —
 6,281
 —
 6,281
Net income (loss) attributable to common stockholders$649,231
 $(122,372) $621,664
 $(499,292) $649,231
$433,016
 $(246,841) $606,515
 $(359,674) $433,016




NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)




CONDENSED CONSOLIDATING STATEMENT OF INCOME
For the Year Ended December 31, 2015For the Year Ended December 31, 2018
Ventas, Inc. Ventas Realty Ventas Subsidiaries 
Consolidated
Elimination
 ConsolidatedVentas, Inc. Ventas Realty Ventas Subsidiaries 
Consolidated
Elimination
 Consolidated
(In thousands)(In thousands)
Revenues                  
Rental income$3,663
 $198,017
 $1,144,366
 $—
 $1,346,046
$1,407
 $139,043
 $1,373,357
 $—
 $1,513,807
Resident fees and services—
 —
 1,811,255
 —
 1,811,255
—
 —
 2,069,477
 —
 2,069,477
Office building and other services revenues895
 —
 40,597
 —
 41,492
—
 —
 13,416
 —
 13,416
Income from loans and investments8,605
 534
 77,414
 —
 86,553
1,640
 —
 122,578
 —
 124,218
Equity earnings in affiliates458,213
 —
 (649) (457,564) —
308,764
 —
 (2,696) (306,068) —
Interest and other income495
 (6) 563
 —
 1,052
23,802
 19
 1,071
 —
 24,892
Total revenues471,871
 198,545
 3,073,546
 (457,564) 3,286,398
335,613
 139,062
 3,577,203
 (306,068) 3,745,810
Expenses                  
Interest(38,393) 257,503
 148,004
 —
 367,114
(98,411) 327,898
 213,010
 —
 442,497
Depreciation and amortization5,443
 14,679
 873,935
 —
 894,057
5,425
 5,680
 908,534
 —
 919,639
Property-level operating expenses—
 367
 1,383,273
 —
 1,383,640
—
 283
 1,689,597
 —
 1,689,880
Office building services costs—
 —
 26,565
 —
 26,565
—
 —
 1,418
 —
 1,418
General, administrative and professional fees(321) 20,777
 107,579
 —
 128,035
(2,866) 18,845
 136,003
 —
 151,982
Loss on extinguishment of debt, net—
 4,523
 9,888
 —
 14,411
355
 55,910
 1,989
 —
 58,254
Merger-related expenses and deal costs98,644
 75
 4,225
 —
 102,944
25,880
 —
 4,667
 —
 30,547
Other(358) 45
 18,270
 —
 17,957
4,881
 3
 61,884
 —
 66,768
Total expenses65,015
 297,969
 2,571,739
 —
 2,934,723
(64,736) 408,619
 3,017,102
 —
 3,360,985
Income (loss) before unconsolidated entities, income taxes, discontinued operations and noncontrolling interest406,856
 (99,424) 501,807
 (457,564) 351,675
Income (loss) before unconsolidated entities, real estate dispositions, income taxes, discontinued operations and noncontrolling interests400,349
 (269,557) 560,101
 (306,068) 384,825
Loss from unconsolidated entities—
 (183) (1,237) —
 (1,420)—
 —
 (55,034) —
 (55,034)
Gain on real estate dispositions6,653
 —
 39,594
 —
 46,247
Income tax benefit39,284
 —
 —
 —
 39,284
2,475
 —
 37,478
 —
 39,953
Income (loss) from continuing operations446,140
 (99,607) 500,570
 (457,564) 389,539
409,477
 (269,557) 582,139
 (306,068) 415,991
Discontinued operations(46,877) 34,748
 23,232
 —
 11,103
(10) —
 —
 —
 (10)
Gain on real estate dispositions18,580
 —
 —
 —
 18,580
Net income (loss)417,843
 (64,859) 523,802
 (457,564) 419,222
409,467
 (269,557) 582,139
 (306,068) 415,981
Net income attributable to noncontrolling interest—
 —
 1,379
 —
 1,379
Net income attributable to noncontrolling interests—
 —
 6,514
 —
 6,514
Net income (loss) attributable to common stockholders$417,843
 $(64,859) $522,423
 $(457,564) $417,843
$409,467
 $(269,557) $575,625
 $(306,068) $409,467




NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)




CONDENSED CONSOLIDATING STATEMENT OF INCOME

 For the Year Ended December 31, 2017
 Ventas, Inc. Ventas Realty Ventas Subsidiaries 
Consolidated
Elimination
 Consolidated
 (In thousands)
Revenues         
Rental income$2,383
 $178,165
 $1,413,050
 $—
 $1,593,598
Resident fees and services—
 —
 1,843,232
 —
 1,843,232
Office building and other services revenues—
 —
 13,677
 —
 13,677
Income from loans and investments1,236
 —
 116,372
 —
 117,608
Equity earnings in affiliates1,260,665
 —
 5,086
 (1,265,751) —
Interest and other income5,388
 —
 646
 —
 6,034
Total revenues1,269,672
 178,165
 3,392,063
 (1,265,751) 3,574,149
Expenses         
Interest(101,385) 319,632
 229,949
 —
 448,196
Depreciation and amortization5,483
 7,510
 874,955
 —
 887,948
Property-level operating expenses—
 330
 1,482,742
 —
 1,483,072
Office building services costs—
 —
 3,391
 —
 3,391
General, administrative and professional fees2,040
 16,976
 116,474
 —
 135,490
Loss (gain) on extinguishment of debt, net—
 942
 (188) —
 754
Merger-related expenses and deal costs9,796
 —
 739
 —
 10,535
Other2,247
 1
 17,804
 —
 20,052
Total expenses(81,819) 345,391
 2,725,866
 —
 2,989,438
Income (loss) before unconsolidated entities, real estate dispositions, income taxes, discontinued operations and noncontrolling interests1,351,491
 (167,226) 666,197
 (1,265,751) 584,711
Loss from unconsolidated entities—
 —
 (561) —
 (561)
Gain on real estate dispositions—
 675,808
 41,465
 —
 717,273
Income tax benefit5,089
 —
 54,710
 —
 59,799
Income from continuing operations1,356,580
 508,582
 761,811
 (1,265,751) 1,361,222
Discontinued operations(110) —
 —
 —
 (110)
Net income1,356,470
 508,582
 761,811
 (1,265,751) 1,361,112
Net income attributable to noncontrolling interests—
 —
 4,642
 —
 4,642
Net income attributable to common stockholders$1,356,470
 $508,582
 $757,169
 $(1,265,751) $1,356,470


 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 investments3,052
 —
 48,726
 —
 51,778
Equity earnings in affiliates480,267
 —
 199
 (480,466) —
Interest and other income3,314
 26
 923
 —
 4,263
Total revenues489,422
 180,933
 2,586,924
 (480,466) 2,776,813
Expenses         
Interest(18,210) 185,983
 124,292
 —
 292,065
Depreciation and amortization5,860
 15,743
 703,613
 —
 725,216
Property-level operating expenses1
 481
 1,194,906
 —
 1,195,388
Office building services costs—
 —
 17,092
 —
 17,092
General, administrative and professional fees3,910
 19,792
 98,036
 —
 121,738
(Gain) loss on extinguishment of debt, net(3) 3
 5,564
 —
 5,564
Merger-related expenses and deal costs26,209
 2,110
 14,985
 —
 43,304
Other9,732
 —
 16,011
 —
 25,743
Total expenses27,499
 224,112
 2,174,499
 —
 2,426,110
Income (loss) before unconsolidated entities, income taxes, discontinued operations, and noncontrolling interest461,923
 (43,179) 412,425
 (480,466) 350,703
Income (loss) from unconsolidated entities—
 1,250
 (1,389) —
 (139)
Income tax benefit8,732
 —
 —
 —
 8,732
Income (loss) from continuing operations470,655
 (41,929) 411,036
 (480,466) 359,296
Discontinued operations(12,858) 61,755
 50,838
 —
 99,735
Gain on real estate dispositions17,970
 —
 —
 —
 17,970
Net income475,767
 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



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)




CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME
For the Year Ended December 31, 2016For the Year Ended December 31, 2019
Ventas, Inc. Ventas Realty Ventas Subsidiaries 
Consolidated
Elimination
 ConsolidatedVentas, Inc. Ventas Realty Ventas Subsidiaries 
Consolidated
Elimination
 Consolidated
(In thousands)(In thousands)
Net income (loss)$649,231
 $(122,372) $623,923
 $(499,292) $651,490
$433,016
 $(246,841) $612,796
 $(359,674) $439,297
Other comprehensive loss:                  
Foreign currency translation—
 —
 (52,266) —
 (52,266)—
 —
 5,729
 —
 5,729
Change in unrealized gain on marketable debt securities(310) —
 —
 —
 (310)
Other—
 —
 2,607
 —
 2,607
Unrealized gain on available for sale securities—
 —
 11,634
 —
 11,634
Derivative instruments—
 —
 (30,814) —
 (30,814)
Total other comprehensive loss(310) —
 (49,659) —
 (49,969)—
 —
 (13,451) —
 (13,451)
Comprehensive income (loss)648,921
 (122,372) 574,264
 (499,292) 601,521
433,016
 (246,841) 599,345
 (359,674) 425,846
Comprehensive income attributable to noncontrolling interest—
 —
 2,259
 —
 2,259
Comprehensive income attributable to noncontrolling interests—
 —
 7,649
 —
 7,649
Comprehensive income (loss) attributable to common stockholders$648,921
 $(122,372) $572,005
 $(499,292) $599,262
$433,016
 $(246,841) $591,696
 $(359,674) $418,197
 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, 2018
 Ventas, Inc. Ventas Realty Ventas Subsidiaries 
Consolidated
Elimination
 Consolidated
 (In thousands)
Net income (loss)$409,467
 $(269,557) $582,139
 $(306,068) $415,981
Other comprehensive income:         
Foreign currency translation—
 —
 (9,436) —
 (9,436)
Unrealized gain on available for sale securities—
 —
 14,944
 —
 14,944
Derivative instruments—
 —
 10,030
 —
 10,030
Total other comprehensive income—
 —
 15,538
 —
 15,538
Comprehensive income (loss)409,467
 (269,557) 597,677
 (306,068) 431,519
Comprehensive income attributable to noncontrolling interests—
 —
 6,514
 —
 6,514
Comprehensive income (loss) attributable to common stockholders$409,467
 $(269,557) $591,163
 $(306,068) $425,005
 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 securities7,001
 —
 —
 —
 7,001
Other—
 —
 3,614
 —
 3,614
Total other comprehensive income (loss)7,001
 —
 (13,539) —
 (6,538)
Comprehensive income482,768
 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
 For the Year Ended December 31, 2017
 Ventas, Inc. Ventas Realty Ventas Subsidiaries 
Consolidated
Elimination
 Consolidated
 (In thousands)
Net income$1,356,470
 $508,582
 $761,811
 $(1,265,751) $1,361,112
Other comprehensive income:         
Foreign currency translation—
 —
 20,612
 —
 20,612
Unrealized loss on available for sale securities—
 —
 (437) —
 (437)
Derivative instruments—
 —
 2,239
 —
 2,239
Total other comprehensive income—
 —
 22,414
 —
 22,414
Comprehensive income1,356,470
 508,582
 784,225
 (1,265,751) 1,383,526
Comprehensive income attributable to noncontrolling interests—
 —
 4,642
 —
 4,642
Comprehensive income attributable to common stockholders$1,356,470
 $508,582
 $779,583
 $(1,265,751) $1,378,884






NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)




CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
 For the Year Ended December 31, 2019
 Ventas, Inc. Ventas Realty Ventas Subsidiaries 
Consolidated
Elimination
 Consolidated
 (In thousands)
Net cash provided by (used in) operating activities$59,433
 $(179,258) $1,557,608
 $—
 $1,437,783
Cash flows from investing activities:         
Net investment in real estate property(235,807) —
 (722,318) —
 (958,125)
Investment in loans receivable(21,799) —
 (1,236,388) —
 (1,258,187)
Proceeds from real estate disposals147,546
 —
 309
 —
 147,855
Proceeds from loans receivable60
 —
 1,017,249
 —
 1,017,309
Development project expenditures(7,240) (790) (395,893) —
 (403,923)
Capital expenditures—
 —
 (156,724) —
 (156,724)
Distributions from unconsolidated entities—
 —
 172
 —
 172
Investment in unconsolidated entities—
 —
 (3,855) —
 (3,855)
   Insurance proceeds for property damage claims—
 —
 30,179
 —
 30,179
Net cash used in investing activities(117,240) (790) (1,467,269) —
 (1,585,299)
Cash flows from financing activities:         
Net change in borrowings under revolving credit facilities—
 (577,996) 8,105
 —
 (569,891)
Net change in borrowings under commercial paper program—
 565,524
 —
 —
 565,524
Proceeds from debt—
 1,793,154
 1,220,037
 —
 3,013,191
Repayment of debt—
 (2,109,894) (514,022) —
 (2,623,916)
Net change in intercompany debt225,407
 525,608
 (751,015) —
 —
Payment of deferred financing costs—
 (16,348) (5,055) —
 (21,403)
Issuance of common stock, net942,085
 —
 —
 —
 942,085
Cash distribution to common stockholders(1,157,720) —
 —
 —
 (1,157,720)
Cash distribution to redeemable OP unitholders—
 —
 (9,218) —
 (9,218)
Purchases of redeemable OP Units—
 —
 (2,203) —
 (2,203)
Contributions from noncontrolling interests—
 —
 6,282
 —
 6,282
Distributions to noncontrolling interests—
 —
 (9,717) —
 (9,717)
Proceeds from stock option exercises36,179
 —
 —
 —
 36,179
Other(8,502) —
 (17) —
 (8,519)
Net cash provided by (used in) financing activities37,449
 180,048
 (56,823) —
 160,674
Net (decrease) increase in cash, cash equivalents and restricted cash(20,358) —
 33,516
 —
 13,158
Effect of foreign currency translation12,786
 —
 (11,306) —
��1,480
Cash, cash equivalents and restricted cash at beginning of period10,681
 128
 120,655
 —
 131,464
Cash, cash equivalents and restricted cash at end of period$3,109
 $128
 $142,865
 $—
 $146,102








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 disposals257,441
 —
 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 debt990,056
 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, net1,286,680
 —
 —
 —
 1,286,680
Cash distribution from (to) affiliates106,723
 (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)
Other22,136
 —
 —
 —
 22,136
Net cash provided by (used in) financing activities1,380,627
 93,746
 (1,372,651) —
 101,722
Net increase (decrease) in cash and cash equivalents254,959
 —
 (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 period11,733
 —
 41,290
 —
 53,023
Cash and cash equivalents at end of period$210,303
 $—
 $76,404
 $—
 $286,707











 For the Year Ended December 31, 2018
 Ventas, Inc. Ventas Realty Ventas Subsidiaries 
Consolidated
Elimination
 Consolidated
 (In thousands)
Net cash provided by (used in) operating activities$45,334
 $(194,283) $1,530,416
 $—
 $1,381,467
Cash flows from investing activities:         
  Net investment in real estate property(265,907) —
 —
 —
 (265,907)
  Investment in loans receivable and other(4,307) —
 (225,227) —
 (229,534)
  Proceeds from real estate disposals353,792
 —
 —
 —
 353,792
  Proceeds from loans receivable1,490
 —
 910,050
 —
 911,540
  Development project expenditures—
 —
 (330,876) —
 (330,876)
  Capital expenditures—
 (1,199) (130,659) —
 (131,858)
  Distributions from unconsolidated entities—
 —
 57,455
 —
 57,455
  Investment in unconsolidated entities—
 —
 (47,007) —
 (47,007)
  Insurance proceeds for property damage claims—
 —
 6,891
 —
 6,891
Net cash provided by (used in) investing activities85,068
 (1,199) 240,627
 —
 324,496
Cash flows from financing activities:         
Net change in borrowings under unsecured revolving credit facility—
 326,620
 (5,157) —
 321,463
Proceeds from debt—
 2,309,141
 240,332
 —
 2,549,473
Repayment of debt—
 (2,954,654) (510,925) —
 (3,465,579)
Net change in intercompany debt1,468,811
 530,236
 (1,999,047) —
 —
Purchase of noncontrolling interests(8,271) —
 3,547
 —
 (4,724)
Payment of deferred financing costs—
 (15,861) (4,751) —
 (20,612)
Cash distribution (to) from affiliates(490,214) —
 490,214
 —
 —
Cash distribution to common stockholders(1,127,143) —
 —
 —
 (1,127,143)
Cash distribution to redeemable OP unitholders—
 —
 (7,459) —
 (7,459)
Cash issued for redemption of OP Units—
 —
 (1,370) —
 (1,370)
Contributions from noncontrolling interests—
 —
 1,883
 —
 1,883
Distributions to noncontrolling interests—
 —
 (11,574) —
 (11,574)
Proceeds from stock option exercises8,762
 —
 —
 —
 8,762
Other(5,057) —
 —
 —
 (5,057)
Net cash (used in) provided by financing activities(153,112) 195,482
 (1,804,307) —
 (1,761,937)
Net decrease in cash, cash equivalents and restricted cash(22,710) —
 (33,264) —
 (55,974)
Effect of foreign currency translation(13,554) —
 12,739
 —
 (815)
Cash, cash equivalents and restricted cash at beginning of period46,945
 128
 141,180
 —
 188,253
Cash, cash equivalents and restricted cash at end of period$10,681
 $128
 $120,655
 $—
 $131,464
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)




CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
 For the Year Ended December 31, 2017
 Ventas, Inc. Ventas Realty Ventas Subsidiaries 
Consolidated
Elimination
 Consolidated
 (In thousands)
Net cash provided by (used in) operating activities$149,923
 $(143,960) $1,422,789
 $—
 $1,428,752
Cash flows from investing activities:         
Net investment in real estate property(635,352) —
 (29,332) —
 (664,684)
Investment in loans receivable and other(4,633) —
 (743,486) —
 (748,119)
Proceeds from real estate disposals859,587
 —
 287
 —
 859,874
Proceeds from loans receivable47
 —
 101,050
 —
 101,097
Development project expenditures—
 —
 (299,085) —
 (299,085)
Capital expenditures—
 (726) (131,832) —
 (132,558)
Distributions from unconsolidated entities—
 —
 6,169
 —
 6,169
Investment in unconsolidated entities—
 —
 (61,220) —
 (61,220)
   Insurance proceeds for property damage claims—
 —
 1,419
 —
 1,419
Net cash provided by (used in) investing activities219,649
 (726) (1,156,030) —
 (937,107)
Cash flows from financing activities:         
Net change in borrowings under unsecured revolving credit facility—
 478,868
 (94,085) —
 384,783
Proceeds from debt—
 793,904
 317,745
 —
 1,111,649
Repayment of debt—
 (778,606) (590,478) —
 (1,369,084)
Net change in intercompany debt1,003,315
 (917,917) (85,398) —
 —
Purchase of noncontrolling interests(15,809) —
 —
 —
 (15,809)
Payment of deferred financing costs—
 (20,450) (6,847) —
 (27,297)
Issuance of common stock, net73,596
 —
 —
 —
 73,596
Cash distribution (to) from affiliates(803,257) 587,511
 215,746
 —
 —
Cash distribution to common stockholders(827,285) —
 —
 —
 (827,285)
Cash distribution to redeemable OP unitholders—
—
—
 (5,677) —
 (5,677)
Contributions from noncontrolling interests—
 —
 4,402
 —
 4,402
Distributions to noncontrolling interests—
 —
 (11,187) —
 (11,187)
Proceeds from stock option exercises16,287
 —
 —
 —
 16,287
Other(5,705) —
 —
 —
 (5,705)
Net cash (used in) provided by financing activities(558,858) 143,310
 (255,779) —
 (671,327)
Net (decrease) increase in cash, cash equivalents and restricted cash(189,286) (1,376) 10,980
 —
 (179,682)
Effect of foreign currency translation28,442
 —
 (27,861) —
 581
Cash, cash equivalents and restricted cash at beginning of period207,789
 1,504
 158,061
 —
 367,354
Cash, cash equivalents and restricted cash at end of period$46,945
 $128
 $141,180
 $—
 $188,253

 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 disposals492,408
 —
 —
 —
 492,408
Proceeds from loans receivable—
 —
 109,176
 —
 109,176
Proceeds from sale or maturity of marketable securities76,800
 —
 —
 —
 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-off1,273,000
 —
 (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 debt1,782,954
 (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, net491,023
 —
 —
 —
 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)
Other6,983
 —
 —
 —
 6,983
Net cash provided by (used in) financing activities2,235,081
 (795) (1,204,164) —
 1,030,122
Net increase (decrease) in cash and cash equivalents4,178
 —
 (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 period24,857
 —
 30,491
 —
 55,348
Cash and cash equivalents at end of period$11,733
 $—
 $41,290
 $—
 $53,023
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 disposals118,246
 —
 —
 —
 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 debt1,300,790
 (895,961) (404,829) —
 —
Payment of deferred financing costs—
 (6,608) (7,612) —
 (14,220)
Issuance of common stock, net242,107
 —
 —
 —
 242,107
Cash distribution from (to) affiliates776,497
 (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)
Other24,597
 5
 —
 —
 24,602
Net cash provided by (used in) financing activities1,462,112
 (72,514) (631,541) —
 758,057
Net increase (decrease) in cash and cash equivalents8,525
 —
 (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 period28,169
 —
 66,647
 —
 94,816
Cash and cash equivalents at end of period$24,857
 $—
 $30,491
 $—
 $55,348






VENTAS, INC.
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS


Allowance Accounts   Additions Deductions     Additions Deductions  
 
(In Thousands)

 
(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 Balance at Beginning of Year Charged to Earnings Acquired Properties Uncollectible Accounts Written-off Disposed Properties Balance at End of Year
                        
2016            
2018            
Allowance for doubtful accounts $15,164
 10,708
 3,515
 (7,533) (9) $21,845
Straight-line rent receivable allowance (1)
 $117,764
 (71,543) —
 —
 (1,576) $44,645
 $132,928
 (60,835) 3,515
 (7,533) (1,585) $66,490
            
2017            
Allowance for doubtful accounts 13,546
 5,093
 —
 (7,111) 108
 $11,636
 $11,637
 7,207
 —
 (3,237) (443) $15,164
Straight-line rent receivable allowance 101,418
 9,682
 —
 —
 (1,264) $109,836
 $109,836
 8,540
 —
 —
 (612) $117,764
 114,964
 14,775
 —
 (7,111) (1,156) 121,472
 $121,473
 15,747
 —
 (3,237) (1,055) $132,928
            
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


(1)
Amounts charged to earnings primarily relate to termination of lease arrangements with Elmcroft in January 2018.




VENTAS, INC.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION

For the Years Ended December 31,For the Years Ended December 31,
2016 2015 20142019 2018 2017
(In thousands)(In thousands)
Reconciliation of real estate:          
Carrying cost:          
Balance at beginning of period$22,458,032
 $19,241,735
 $20,393,411
$24,973,983
 $24,712,478
 $23,859,816
Additions during period:          
Acquisitions1,380,044
 4,063,355
 1,769,790
1,941,016
 318,895
 702,501
Capital expenditures270,664
 229,560
 189,711
563,706
 446,490
 453,829
Deductions during period:          
Foreign currency translation(6,252) (209,460) (87,776)107,508
 (105,192) 93,490
Other(1)
(285,902) (867,158) (3,023,401)(460,490) (398,688) (397,158)
Balance at end of period$23,816,586
 $22,458,032
 $19,241,735
$27,125,723
 $24,973,983
 $24,712,478
          
Accumulated depreciation:          
Balance at beginning of period$3,544,625
 $2,925,508
 $2,881,950
$5,492,310
 $4,802,917
 $4,208,010
Additions during period:          
Depreciation expense732,309
 778,419
 725,485
828,954
 791,882
 760,314
Dispositions:          
Sales and/or transfers to assets held for sale(87,431) (144,545) (675,846)(136,093) (84,819) (176,918)
Foreign currency translation993
 (14,757) (6,081)12,755
 (17,670) 11,511
Balance at end of period$4,190,496
 $3,544,625
 $2,925,508
$6,197,926
 $5,492,310
 $4,802,917

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


VENTAS, INC.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 20162019
(Dollars in thousands)

 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition1
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
SPECIALTY HOSPITALS           
   
Rehabilitation Hospital of Southern ArizonaTucsonAZ$—
$770
$25,589
$—
$770
$25,589
$26,359
$6,388
$19,971
1992201135 years
Kindred Hospital - BreaBreaCA—
3,144
2,611
—
3,144
2,611
5,755
1,605
4,150
1990199540 years
Kindred Hospital - OntarioOntarioCA—
523
2,988
—
523
2,988
3,511
3,228
283
1950199425 years
Kindred Hospital - San DiegoSan DiegoCA—
670
11,764
—
670
11,764
12,434
11,942
492
1965199425 years
Kindred Hospital - San Francisco Bay AreaSan LeandroCA—
2,735
5,870
—
2,735
5,870
8,605
6,187
2,418
1962199325 years
Tustin Rehabilitation HospitalTustinCA—
2,810
25,248
—
2,810
25,248
28,058
6,424
21,634
1991201135 years
Kindred Hospital - WestminsterWestminsterCA—
727
7,384
—
727
7,384
8,111
7,562
549
1973199320 years
Kindred Hospital - DenverDenverCO—
896
6,367
—
896
6,367
7,263
6,712
551
1963199420 years
Kindred Hospital - South Florida - Coral GablesCoral GablesFL—
1,071
5,348
(1,000)71
5,348
5,419
5,196
223
1956199230 years
Kindred Hospital - South Florida Ft. LauderdaleFort LauderdaleFL—
1,758
14,080
—
1,758
14,080
15,838
14,154
1,684
1969198930 years
Kindred Hospital - North FloridaGreen Cove SpringsFL—
145
4,613
—
145
4,613
4,758
4,683
75
1956199420 years
Kindred Hospital - South Florida - HollywoodHollywoodFL—
605
5,229
—
605
5,229
5,834
5,234
600
1937199520 years
Kindred Hospital - Bay Area St. PetersburgSt. PetersburgFL—
1,401
16,706
—
1,401
16,706
18,107
15,050
3,057
1968199740 years
Kindred Hospital - Central TampaTampaFL—
2,732
7,676
—
2,732
7,676
10,408
5,647
4,761
1970199340 years
Kindred Hospital - Chicago (North Campus)ChicagoIL—
1,583
19,980
—
1,583
19,980
21,563
20,004
1,559
1949199525 years
Kindred - Chicago - LakeshoreChicagoIL—
1,513
9,525
—
1,513
9,525
11,038
9,480
1,558
1995197620 years
Kindred Hospital - Chicago (Northlake Campus)NorthlakeIL—
850
6,498
—
850
6,498
7,348
6,552
796
1960199130 years
Kindred Hospital - SycamoreSycamoreIL—
77
8,549
—
77
8,549
8,626
8,403
223
1949199320 years
Kindred Hospital - IndianapolisIndianapolisIN—
985
3,801
—
985
3,801
4,786
3,775
1,011
1955199330 years
Kindred Hospital - LouisvilleLouisvilleKY—
3,041
12,279
—
3,041
12,279
15,320
12,580
2,740
1964199520 years
Kindred Hospital - St. LouisSt. LouisMO—
1,126
2,087
—
1,126
2,087
3,213
2,020
1,193
1984199140 years
Kindred Hospital - Las Vegas (Sahara)Las VegasNV—
1,110
2,177
—
1,110
2,177
3,287
1,543
1,744
1980199440 years
Lovelace Rehabilitation HospitalAlbuquerqueNM—
401
17,796
1,068
401
18,864
19,265
2,646
16,619
1989201536 years
Kindred Hospital - AlbuquerqueAlbuquerqueNM—
11
4,253
—
11
4,253
4,264
3,125
1,139
1985199340 years
Kindred Hospital - GreensboroGreensboroNC—
1,010
7,586
—
1,010
7,586
8,596
7,758
838
1964199420 years
University Hospitals Rehabilitation HospitalBeachwoodOH—
1,800
16,444
—
1,800
16,444
18,244
3,176
15,068
2013201335 years


 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition1
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 - PhiladelphiaPhiladelphiaPA—
135
5,223
—
135
5,223
5,358
3,807
1,551
1960199535 years
Kindred Hospital - ChattanoogaChattanoogaTN—
756
4,415
—
756
4,415
5,171
4,288
883
1975199322 years
Ardent Harrington Cancer CenterAmarilloTX—
974
7,752
—
974
7,752
8,726
—
8,726
CIPCIPCIP
Rehabilitation Hospital of DallasDallasTX—
2,318
38,702
—
2,318
38,702
41,020
6,054
34,966
2009201535 years
Baylor Institute for Rehabilitation - Ft. Worth TXFort WorthTX—
2,071
16,018
—
2,071
16,018
18,089
2,719
15,370
2008201535 years
Kindred Hospital - Tarrant County (Fort Worth Southwest)Fort WorthTX—
2,342
7,458
—
2,342
7,458
9,800
7,507
2,293
1987198620 years
Rehabilitation Hospital The VintageHoustonTX—
1,838
34,832
—
1,838
34,832
36,670
5,714
30,956
2012201535 years
Kindred Hospital (Houston Northwest)HoustonTX—
1,699
6,788
—
1,699
6,788
8,487
6,080
2,407
1986198540 years
Kindred Hospital - HoustonHoustonTX—
33
7,062
—
33
7,062
7,095
6,726
369
1972199420 years
Kindred Hospital - MansfieldMansfieldTX—
267
2,462
—
267
2,462
2,729
2,127
602
1983199040 years
Select Rehabilitation - San Antonio TXSan AntonioTX—
1,859
18,301
—
1,859
18,301
20,160
3,046
17,114
2010201535 years
Kindred Hospital - San AntonioSan AntonioTX—
249
11,413
—
249
11,413
11,662
10,236
1,426
1981199330 years
TOTAL FOR SPECIALTY HOSPITALS  —
48,035
412,874
68
47,035
413,942
460,977
239,378
221,599
   
SKILLED NURSING FACILITIES  

  
  
  
  
  
   
    
Englewood Post Acute and RehabilitationEnglewoodCO—
241
2,180
194
241
2,374
2,615
2,161
454
1960199530 years
Brookdale Lisle SNFLisleIL—
730
9,270
711
910
9,801
10,711
3,363
7,348
1990200935 years
Lopatcong CenterPhillipsburgNJ—
1,490
12,336
—
1,490
12,336
13,826
6,815
7,011
1982200430 years
The BelvedereChesterPA—
822
7,203
—
822
7,203
8,025
3,970
4,055
1899200430 years
Pennsburg ManorPennsburgPA—
1,091
7,871
—
1,091
7,871
8,962
4,384
4,578
1982200430 years
Chapel ManorPhiladelphiaPA—
1,595
13,982
1,358
1,595
15,340
16,935
9,036
7,899
1948200430 years
Wayne CenterStraffordPA—
662
6,872
850
662
7,722
8,384
4,616
3,768
1897200430 years
Everett Rehabilitation & CareEverettWA—
2,750
27,337
—
2,750
27,337
30,087
7,058
23,029
1995201135 years
Beacon Hill RehabilitationLongviewWA—
145
2,563
171
145
2,734
2,879
2,589
290
1955199229 years
Columbia Crest Care & Rehabilitation CenterMoses LakeWA—
660
17,439
—
660
17,439
18,099
4,575
13,524
1972201135 years
Lake Ridge Solana Alzheimer's Care CenterMoses LakeWA—
660
8,866
—
660
8,866
9,526
2,408
7,118
1988201135 years
Rainier RehabilitationPuyallupWA—
520
4,780
305
520
5,085
5,605
3,676
1,929
1986199140 years
Logan CenterLoganWV—
300
12,959
—
300
12,959
13,259
3,344
9,915
1987201135 years
Ravenswood Healthcare CenterRavenswoodWV—
320
12,710
—
320
12,710
13,030
3,293
9,737
1987201135 years
Valley CenterSouth CharlestonWV—
750
24,115
—
750
24,115
24,865
6,302
18,563
1987201135 years
White SulphurWhite Sulphur SpringsWV—
250
13,055
—
250
13,055
13,305
3,401
9,904
1987201135 years
TOTAL FOR SKILLED NURSING FACILITIES  —
12,986
183,538
3,589
13,166
186,947
200,113
70,991
129,122
   
                    
GENERAL ACUTE CARE  
          
Lovelace Medical Center DowntownAlbuquerqueNM—
9,840
154,017
9,763
9,928
163,692
173,620
24,502
149,118
1968201533.5 years
Lovelace Westside HospitalAlbuquerqueNM—
10,107
13,576
2,133
10,107
15,709
25,816
5,451
20,365
1984201520 years


 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition1
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Lovelace Women's HospitalAlbuquerqueNM—
7,236
175,142
20,075
7,236
195,217
202,453
19,417
183,036
1983201547 years
Roswell Regional HospitalRoswellNM—
2,560
41,125
2,186
2,560
43,311
45,871
4,662
41,209
2007201547 years
Hillcrest Hospital ClaremoreClaremoreOK—
3,623
23,864
638
3,623
24,502
28,125
3,296
24,829
1955201540 years
Bailey Medical CenterOwassoOK—
4,964
7,059
155
4,964
7,214
12,178
1,484
10,694
2006201532.5 years
Hillcrest Medical CenterTulsaOK—
28,319
215,959
12,718
28,319
228,677
256,996
32,698
224,298
1928201534 years
Hillcrest Hospital SouthTulsaOK—
17,026
112,231
1,016
17,026
113,247
130,273
13,703
116,570
1999201540 years
SouthCreek Medical PlazaTulsaOK—
2,943
17,860
599
2,943
18,459
21,402
819
20,583
2003201835 years
Baptist St. Anthony's HospitalAmarilloTX—
13,779
357,733
26,812
13,015
385,309
398,324
39,473
358,851
1967201544.5 years
Spire Hull and East Riding HospitalAnlabyHUL—
3,194
81,613
(12,561)2,721
69,525
72,246
8,167
64,079
2010201450 years
Spire Fylde Coast HospitalBlackpoolLAN—
2,446
28,896
(4,642)2,084
24,616
26,700
2,934
23,766
1980201450 years
Spire Clare Park HospitalFarnhamSUR—
6,263
26,119
(4,797)5,335
22,250
27,585
2,757
24,828
2009201450 years
TOTAL FOR GENERAL ACUTE CARE  —
112,300
1,255,194
54,095
109,861
1,311,728
1,421,589
159,363
1,262,226
   
BROOKDALE SENIORS HOUSING COMMUNITIES              
Brookdale Chandler Ray RoadChandlerAZ—
2,000
6,538
178
2,000
6,716
8,716
1,836
6,880
1998201135 years
Brookdale Springs MesaMesaAZ—
2,747
24,918
1,401
2,751
26,315
29,066
12,087
16,979
1986200535 years
Brookdale East ArborMesaAZ—
655
6,998
196
711
7,138
7,849
3,377
4,472
1998200535 years
Brookdale Oro ValleyOro ValleyAZ—
666
6,169
—
666
6,169
6,835
2,966
3,869
1998200535 years
Brookdale PeoriaPeoriaAZ—
598
4,872
670
650
5,490
6,140
2,346
3,794
1998200535 years
Brookdale TempeTempeAZ—
611
4,066
150
611
4,216
4,827
1,960
2,867
1997200535 years
Brookdale East TucsonTucsonAZ—
506
4,745
50
556
4,745
5,301
2,282
3,019
1998200535 years
Brookdale AnaheimAnaheimCA—
2,464
7,908
95
2,464
8,003
10,467
3,598
6,869
1977200535 years
Brookdale Redwood CityRedwood CityCA—
7,669
66,691
422
7,719
67,063
74,782
32,460
42,322
1988200535 years
Brookdale San JoseSan JoseCA—
6,240
66,329
14,386
6,250
80,705
86,955
34,064
52,891
1987200535 years
Brookdale San MarcosSan MarcosCA—
4,288
36,204
235
4,314
36,413
40,727
17,723
23,004
1987200535 years
Brookdale TracyTracyCA—
1,110
13,296
521
1,110
13,817
14,927
5,758
9,169
1986200535 years
Brookdale Boulder CreekBoulderCO—
1,290
20,683
402
1,414
20,961
22,375
5,489
16,886
1985201135 years
Brookdale Vista GrandeColorado SpringsCO—
715
9,279
—
715
9,279
9,994
4,462
5,532
1997200535 years
Brookdale El CaminoPuebloCO—
840
9,403
76
874
9,445
10,319
4,523
5,796
1997200535 years
Brookdale FarmingtonFarmingtonCT—
3,995
36,310
492
4,016
36,781
40,797
17,572
23,225
1984200535 years
Brookdale South WindsorSouth WindsorCT—
2,187
12,682
88
2,198
12,759
14,957
5,726
9,231
1999200435 years
Brookdale ChatfieldWest HartfordCT—
2,493
22,833
23,667
2,493
46,500
48,993
13,584
35,409
1989200535 years
Brookdale Bonita SpringsBonita SpringsFL—
1,540
10,783
726
1,594
11,455
13,049
5,185
7,864
1989200535 years
Brookdale West Boynton BeachBoynton BeachFL—
2,317
16,218
903
2,347
17,091
19,438
7,572
11,866
1999200535 years
Brookdale Deer Creek AL/MCDeerfield BeachFL—
1,399
9,791
18
1,399
9,809
11,208
4,850
6,358
1999200535 years
Brookdale Fort Myers The ColonyFort MyersFL—
1,510
7,862
390
1,510
8,252
9,762
2,059
7,703
1996201135 years
Brookdale AvondaleJacksonvilleFL—
860
16,745
140
860
16,885
17,745
4,256
13,489
1997201135 years


 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition1
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Brookdale Crown PointJacksonvilleFL—
1,300
9,659
567
1,300
10,226
11,526
2,493
9,033
1997201135 years
Brookdale Jensen BeachJensen BeachFL—
1,831
12,820
639
1,831
13,459
15,290
6,113
9,177
1999200535 years
Brookdale Ormond Beach WestOrmond BeachFL—
1,660
9,738
27
1,660
9,765
11,425
2,530
8,895
1997201135 years
Brookdale Palm CoastPalm CoastFL—
470
9,187
—
470
9,187
9,657
2,399
7,258
1997201135 years
Brookdale PensacolaPensacolaFL—
633
6,087
11
633
6,098
6,731
2,929
3,802
1998200535 years
Brookdale RotondaRotonda WestFL—
1,740
4,331
170
1,740
4,501
6,241
1,348
4,893
1997201135 years
Brookdale Centre Pointe BoulevardTallahasseeFL—
667
6,168
—
667
6,168
6,835
2,966
3,869
1998200535 years
Brookdale TavaresTavaresFL—
280
15,980
—
280
15,980
16,260
4,058
12,202
1997201135 years
Brookdale West Melbourne MCWest MelbourneFL—
586
5,481
—
586
5,481
6,067
2,635
3,432
2000200535 years
Brookdale West Palm BeachWest Palm BeachFL—
3,758
33,072
1,277
3,935
34,172
38,107
16,151
21,956
1990200535 years
Brookdale Winter Haven MCWinter HavenFL—
232
3,006
—
232
3,006
3,238
1,445
1,793
1997200535 years
Brookdale Winter Haven ALWinter HavenFL—
438
5,549
133
438
5,682
6,120
2,668
3,452
1997200535 years
Brookdale Twin FallsTwin FallsID—
703
6,153
1,065
718
7,203
7,921
2,961
4,960
1997200535 years
Brookdale Lake Shore DriveChicagoIL—
11,057
107,517
6,336
11,089
113,821
124,910
53,755
71,155
1990200535 years
Brookdale Lake ViewChicagoIL—
3,072
26,668
—
3,072
26,668
29,740
12,980
16,760
1950200535 years
Brookdale Des PlainesDes PlainesIL—
6,871
60,165
(41)6,805
60,190
66,995
29,257
37,738
1993200535 years
Brookdale Hoffman EstatesHoffman EstatesIL—
3,886
44,130
3,848
4,273
47,591
51,864
20,890
30,974
1987200535 years
Brookdale Lisle IL/ALLisleIL33,000
7,953
70,400
—
7,953
70,400
78,353
34,170
44,183
1990200535 years
Brookdale NorthbrookNorthbrookIL—
1,988
39,762
652
2,076
40,326
42,402
18,346
24,056
1999200435 years
Brookdale Hawthorn Lakes IL/ALVernon HillsIL—
4,439
35,044
624
4,480
35,627
40,107
17,362
22,745
1987200535 years
Brookdale Hawthorn Lakes ALVernon HillsIL—
1,147
10,041
401
1,175
10,414
11,589
4,885
6,704
1999200535 years
Brookdale RichmondRichmondIN—
495
4,124
342
555
4,406
4,961
1,992
2,969
1998200535 years
Brookdale DerbyDerbyKS—
440
4,422
—
440
4,422
4,862
1,169
3,693
1994201135 years
Brookdale Leawood State LineLeawoodKS—
117
5,127
224
117
5,351
5,468
2,472
2,996
2000200535 years
Brookdale Salina FairdaleSalinaKS—
300
5,657
150
353
5,754
6,107
1,496
4,611
1996201135 years
Brookdale TopekaTopekaKS—
370
6,825
—
370
6,825
7,195
3,282
3,913
2000200535 years
Brookdale Cushing ParkFraminghamMA—
5,819
33,361
2,907
5,872
36,215
42,087
15,942
26,145
1999200435 years
Brookdale Cape CodHyannisMA—
1,277
9,063
237
1,277
9,300
10,577
3,889
6,688
1999200535 years
Brookdale Quincy BayQuincyMA—
6,101
57,862
3,566
6,216
61,313
67,529
27,935
39,594
1986200535 years
Brookdale Delta MCDelta TownshipMI—
730
11,471
119
730
11,590
12,320
2,956
9,364
1998201135 years
Brookdale Delta ALDelta TownshipMI—
820
3,313
30
820
3,343
4,163
1,191
2,972
1998201135 years
Brookdale Farmington Hills NorthFarmington HillsMI—
580
10,497
91
580
10,588
11,168
3,014
8,154
1994201135 years
Brookdale Farmington Hills North IIFarmington HillsMI—
700
10,246
—
700
10,246
10,946
3,052
7,894
1994201135 years
Brookdale Meridian ALHaslettMI—
1,340
6,134
288
1,367
6,395
7,762
1,715
6,047
1998201135 years
Brookdale Grand Blanc MCHollyMI—
450
12,373
105
450
12,478
12,928
3,191
9,737
1998201135 years


 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition1
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Brookdale Grand Blanc ALHollyMI—
620
14,627
—
620
14,627
15,247
3,789
11,458
1998201135 years


 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition1
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Brookdale NorthvilleNorthvilleMI—
407
6,068
149
407
6,217
6,624
2,920
3,704
1996200535 years
Brookdale Troy MCTroyMI—
630
17,178
—
630
17,178
17,808
4,398
13,410
1998201135 years
Brookdale Troy ALTroyMI—
950
12,503
270
950
12,773
13,723
3,391
10,332
1998201135 years
Brookdale Utica ALUticaMI—
1,142
11,808
624
1,142
12,432
13,574
5,689
7,885
1996200535 years
Brookdale Utica MCUticaMI—
700
8,657
334
700
8,991
9,691
2,375
7,316
1995201135 years
Brookdale Eden PrairieEden PrairieMN—
301
6,228
763
332
6,960
7,292
2,997
4,295
1998200535 years
Brookdale FaribaultFaribaultMN—
530
1,085
—
530
1,085
1,615
344
1,271
1997201135 years
Brookdale Inver Grove HeightsInver Grove HeightsMN—
253
2,655
—
253
2,655
2,908
1,277
1,631
1997200535 years
Brookdale MankatoMankatoMN—
490
410
—
490
410
900
239
661
1996201135 years
Brookdale EdinaMinneapolisMN15,040
3,621
33,141
22,975
3,621
56,116
59,737
19,375
40,362
1998200535 years
Brookdale North OaksNorth OaksMN—
1,057
8,296
979
1,122
9,210
10,332
3,992
6,340
1998200535 years
Brookdale PlymouthPlymouthMN—
679
8,675
583
679
9,258
9,937
4,172
5,765
1998200535 years
Brookdale WillmarWilmarMN—
470
4,833
—
470
4,833
5,303
1,254
4,049
1997201135 years
Brookdale WinonaWinonaMN—
800
1,390
—
800
1,390
2,190
724
1,466
1997201135 years
Brookdale West CountyBallwinMO—
3,100
35,074
177
3,113
35,238
38,351
6,142
32,209
2012201435 years
Brookdale EveshamVoorhees TownshipNJ—
3,158
29,909
125
3,158
30,034
33,192
14,389
18,803
1987200535 years
Brookdale WestamptonWestamptonNJ—
881
4,741
829
881
5,570
6,451
2,302
4,149
1997200535 years
Brookdale Santa FeSanta FeNM—
—
28,178
—
—
28,178
28,178
13,333
14,845
1986200535 years
Brookdale KenmoreBuffaloNY—
1,487
15,170
752
1,487
15,922
17,409
7,294
10,115
1995200535 years
Brookdale Clinton ILClintonNY—
947
7,528
604
961
8,118
9,079
3,637
5,442
1991200535 years
Brookdale ManliusManliusNY—
890
28,237
303
190
29,240
29,430
7,183
22,247
1994201135 years
Brookdale PittsfordPittsfordNY—
611
4,066
16
611
4,082
4,693
1,958
2,735
1997200535 years
Brookdale East NiskayunaSchenectadyNY—
1,021
8,333
715
1,021
9,048
10,069
4,019
6,050
1997200535 years
Brookdale NiskayunaSchenectadyNY—
1,884
16,103
30
1,884
16,133
18,017
7,744
10,273
1996200535 years
Brookdale SummerfieldSyracuseNY—
1,132
11,434
278
1,246
11,598
12,844
5,499
7,345
1991200535 years
Brookdale WilliamsvilleWilliamsvilleNY—
839
3,841
60
839
3,901
4,740
1,854
2,886
1997200535 years
Brookdale CaryCaryNC—
724
6,466
—
724
6,466
7,190
3,109
4,081
1997200535 years
Brookdale Falling CreekHickoryNC—
330
10,981
—
330
10,981
11,311
2,827
8,484
1997201135 years
Brookdale Winston-SalemWinston-SalemNC—
368
3,497
249
368
3,746
4,114
1,682
2,432
1997200535 years
Brookdale AllianceAllianceOH—
392
6,283
49
435
6,289
6,724
3,022
3,702
1998200535 years
Brookdale AustintownAustintownOH—
151
3,087
672
181
3,729
3,910
1,485
2,425
1999200535 years
Brookdale BarbertonBarbertonOH—
440
10,884
—
440
10,884
11,324
2,803
8,521
1997201135 years
Brookdale BeavercreekBeavercreekOH—
587
5,381
—
587
5,381
5,968
2,588
3,380
1998200535 years
Brookdale Centennial ParkClaytonOH—
630
6,477
—
630
6,477
7,107
1,733
5,374
1997201135 years
Brookdale WestervilleColumbusOH—
267
3,600
—
267
3,600
3,867
1,731
2,136
1999200535 years
Brookdale Greenville AL/MCGreenvilleOH—
490
4,144
55
545
4,144
4,689
1,246
3,443
1997201135 years
Brookdale Salem AL (OH)SalemOH—
634
4,659
—
634
4,659
5,293
2,240
3,053
1998200535 years
Brookdale SpringdaleSpringdaleOH—
1,140
9,134
144
1,228
9,190
10,418
2,382
8,036
1997201135 years


 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition1
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Brookdale Bartlesville SouthBartlesvilleOK—
250
10,529
35
285
10,529
10,814
2,686
8,128
1997201135 years
Brookdale Broken ArrowBroken ArrowOK—
940
6,312
6,435
1,898
11,789
13,687
3,378
10,309
1996201135 years
Brookdale Forest GroveForest GroveOR—
2,320
9,633
—
2,320
9,633
11,953
2,701
9,252
1994201135 years
Brookdale Mt. HoodGreshamOR—
2,410
9,093
(1,986)319
9,198
9,517
2,556
6,961
1988201135 years
Brookdale McMinnville Town CenterMcMinnvilleOR457
1,230
7,561
—
1,230
7,561
8,791
2,334
6,457
1989201135 years
Brookdale Denton NorthDentonTX—
1,750
6,712
43
1,750
6,755
8,505
1,768
6,737
1996201135 years
Brookdale EnnisEnnisTX—
460
3,284
—
460
3,284
3,744
926
2,818
1996201135 years
Brookdale KerrvilleKerrvilleTX—
460
8,548
120
460
8,668
9,128
2,205
6,923
1997201135 years
Brookdale Medical Center WhitbySan AntonioTX—
1,400
10,051
—
1,400
10,051
11,451
2,616
8,835
1997201135 years
Brookdale Western HillsTempleTX—
330
5,081
177
330
5,258
5,588
1,377
4,211
1997201135 years
Brookdale Salem AL (VA)SalemVA—
1,900
16,219
—
1,900
16,219
18,119
7,630
10,489
1998201135 years
Brookdale AlderwoodLynnwoodWA—
1,219
9,573
58
1,239
9,611
10,850
4,607
6,243
1999200535 years
Brookdale Puyallup SouthPuyallupWA—
1,055
8,298
—
1,055
8,298
9,353
3,990
5,363
1998200535 years
Brookdale RichlandRichlandWA—
960
23,270
365
960
23,635
24,595
6,129
18,466
1990201135 years
Brookdale Park PlaceSpokaneWA—
1,622
12,895
345
1,622
13,240
14,862
6,362
8,500
1915200535 years
Brookdale Allenmore ALTacomaWA—
620
16,186
947
671
17,082
17,753
4,224
13,529
1997201135 years
Brookdale Allenmore - ILTacomaWA—
1,710
3,326
(622)307
4,107
4,414
1,330
3,084
1988201135 years
Brookdale YakimaYakimaWA—
860
15,276
119
891
15,364
16,255
4,028
12,227
1998201135 years
Brookdale KenoshaKenoshaWI—
551
5,431
3,297
608
8,671
9,279
3,530
5,749
2000200535 years
Brookdale LaCrosse MCLa CrosseWI—
621
4,056
1,126
621
5,182
5,803
2,317
3,486
2004200535 years
Brookdale LaCrosse ALLa CrosseWI—
644
5,831
2,637
644
8,468
9,112
3,662
5,450
1998200535 years
Brookdale Middleton Century AveMiddletonWI—
360
5,041
—
360
5,041
5,401
1,313
4,088
1997201135 years
Brookdale OnalaskaOnalaskaWI—
250
4,949
—
250
4,949
5,199
1,282
3,917
1995201135 years
Brookdale Sun PrairieSun PrairieWI—
350
1,131
—
350
1,131
1,481
355
1,126
1994201135 years
TOTAL FOR BROOKDALE SENIORS HOUSING COMMUNITIES  48,497
181,975
1,735,803
113,805
180,918
1,850,665
2,031,583
743,816
1,287,767
   
SUNRISE SENIORS HOUSING COMMUNITIES             
Sunrise of ChandlerChandlerAZ—
4,344
14,455
1,293
4,459
15,633
20,092
4,200
15,892
2007201235 years
Sunrise of ScottsdaleScottsdaleAZ—
2,229
27,575
1,046
2,255
28,595
30,850
10,733
20,117
2007200735 years
Sunrise at River RoadTucsonAZ—
2,971
12,399
806
3,000
13,176
16,176
3,327
12,849
2008201235 years
Sunrise at La CostaCarlsbadCA—
4,890
20,590
1,970
5,030
22,420
27,450
8,896
18,554
1999200735 years
Sunrise of CarmichaelCarmichaelCA—
1,269
14,598
1,065
1,291
15,641
16,932
3,971
12,961
2009201235 years
Sunrise of Fair OaksFair OaksCA—
1,456
23,679
2,730
2,515
25,350
27,865
9,708
18,157
2001200735 years
Sunrise of Mission ViejoMission ViejoCA—
3,802
24,560
2,158
3,889
26,631
30,520
10,243
20,277
1998200735 years
Sunrise at Canyon CrestRiversideCA—
5,486
19,658
2,479
5,745
21,878
27,623
8,608
19,015
2006200735 years
Sunrise of RocklinRocklinCA—
1,378
23,565
1,817
1,525
25,235
26,760
9,543
17,217
2007200735 years
Sunrise of San MateoSan MateoCA—
2,682
35,335
3,325
2,742
38,600
41,342
14,225
27,117
1999200735 years
Sunrise of SunnyvaleSunnyvaleCA—
2,933
34,361
2,224
2,969
36,549
39,518
13,567
25,951
2000200735 years


 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition1
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 Sterling CanyonValenciaCA—
3,868
29,293
5,046
4,084
34,123
38,207
14,006
24,201
1998200735 years
Sunrise of Westlake VillageWestlake VillageCA—
4,935
30,722
2,142
5,031
32,768
37,799
12,266
25,533
2004200735 years
Sunrise at Yorba LindaYorba LindaCA—
1,689
25,240
2,591
1,780
27,740
29,520
10,522
18,998
2002200735 years
Sunrise at Cherry CreekDenverCO—
1,621
28,370
3,585
1,721
31,855
33,576
11,626
21,950
2000200735 years
Sunrise at PinehurstDenverCO—
1,417
30,885
2,123
1,653
32,772
34,425
12,833
21,592
1998200735 years
Sunrise at OrchardLittletonCO—
1,813
22,183
3,296
1,853
25,439
27,292
9,441
17,851
1997200735 years
Sunrise of WestminsterWestminsterCO—
2,649
16,243
2,280
2,847
18,325
21,172
7,266
13,906
2000200735 years
Sunrise of StamfordStamfordCT—
4,612
28,533
3,330
5,029
31,446
36,475
12,098
24,377
1999200735 years
Sunrise of JacksonvilleJacksonvilleFL—
2,390
17,671
1,306
2,420
18,947
21,367
4,630
16,737
2009201235 years
Sunrise at Ivey RidgeAlpharettaGA—
1,507
18,516
1,498
1,517
20,004
21,521
7,873
13,648
1998200735 years
Sunrise of Huntcliff Summit IAtlantaGA—
4,232
66,161
19,554
4,201
85,746
89,947
36,411
53,536
1987200735 years
Sunrise at Huntcliff Summit IIAtlantaGA—
2,154
17,137
3,279
2,160
20,410
22,570
7,772
14,798
1998200735 years
Sunrise at East CobbMariettaGA—
1,797
23,420
1,441
1,806
24,852
26,658
9,729
16,929
1997200735 years
Sunrise of BarringtonBarringtonIL—
859
15,085
846
892
15,898
16,790
4,117
12,673
2007201235 years
Sunrise of BloomingdaleBloomingdaleIL—
1,287
38,625
2,261
1,382
40,791
42,173
15,561
26,612
2000200735 years
Sunrise of Buffalo GroveBuffalo GroveIL—
2,154
28,021
1,760
2,339
29,596
31,935
11,418
20,517
1999200735 years
Sunrise of Lincoln ParkChicagoIL—
3,485
26,687
4,312
3,504
30,980
34,484
10,887
23,597
2003200735 years
Sunrise of NapervilleNapervilleIL—
1,946
28,538
2,605
2,624
30,465
33,089
12,100
20,989
1999200735 years
Sunrise of Palos ParkPalos ParkIL—
2,363
42,205
1,357
2,416
43,509
45,925
16,551
29,374
2001200735 years
Sunrise of Park RidgePark RidgeIL—
5,533
39,557
3,176
5,707
42,559
48,266
16,285
31,981
1998200735 years
Sunrise of WillowbrookWillowbrookIL—
1,454
60,738
3,781
2,080
63,893
65,973
22,545
43,428
2000200735 years
Sunrise on Old MeridianCarmelIN—
8,550
31,746
1,391
8,581
33,106
41,687
8,389
33,298
2009201235 years
Sunrise of LeawoodLeawoodKS—
651
16,401
1,340
878
17,514
18,392
4,365
14,027
2006201235 years
Sunrise of Overland ParkOverland ParkKS—
650
11,015
848
807
11,706
12,513
3,187
9,326
2007201235 years
Sunrise of Baton RougeBaton RougeLA—
1,212
23,547
2,045
1,382
25,422
26,804
9,698
17,106
2000200735 years
Sunrise of ColumbiaColumbiaMD—
1,780
23,083
3,863
1,918
26,808
28,726
10,393
18,333
1996200735 years
Sunrise of RockvilleRockvilleMD—
1,039
39,216
2,917
1,075
42,097
43,172
15,758
27,414
1997200735 years
Sunrise of ArlingtonArlingtonMA—
86
34,393
1,553
107
35,925
36,032
13,668
22,364
2001200735 years
Sunrise of NorwoodNorwoodMA—
2,230
30,968
2,326
2,356
33,168
35,524
12,608
22,916
1997200735 years
Sunrise of BloomfieldBloomfield HillsMI—
3,736
27,657
2,370
3,929
29,834
33,763
11,247
22,516
2006200735 years
Sunrise of CascadeGrand RapidsMI—
1,273
21,782
873
1,370
22,558
23,928
5,657
18,271
2007201235 years
Sunrise of NorthvillePlymouthMI—
1,445
26,090
1,903
1,525
27,913
29,438
10,680
18,758
1999200735 years
Sunrise of RochesterRochesterMI—
2,774
38,666
1,898
2,854
40,484
43,338
15,372
27,966
1998200735 years
Sunrise of TroyTroyMI—
1,758
23,727
2,325
1,860
25,950
27,810
9,504
18,306
2001200735 years
Sunrise of EdinaEdinaMN—
3,181
24,224
3,752
3,305
27,852
31,157
10,600
20,557
1999200735 years
Sunrise of East BrunswickEast BrunswickNJ—
2,784
26,173
2,513
3,030
28,440
31,470
11,253
20,217
1999200735 years
Sunrise of JacksonJacksonNJ—
4,009
15,029
965
4,013
15,990
20,003
4,242
15,761
2008201235 years


 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition1
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 Morris PlainsMorris PlainsNJ—
1,492
32,052
2,852
1,601
34,795
36,396
13,226
23,170
1997200735 years
Sunrise of Old TappanOld TappanNJ—
2,985
36,795
3,284
3,177
39,887
43,064
14,833
28,231
1997200735 years
Sunrise of WallWall TownshipNJ—
1,053
19,101
2,232
1,088
21,298
22,386
8,195
14,191
1999200735 years
Sunrise of WayneWayneNJ—
1,288
24,990
3,399
1,373
28,304
29,677
10,783
18,894
1996200735 years
Sunrise of WestfieldWestfieldNJ—
5,057
23,803
3,108
5,185
26,783
31,968
10,205
21,763
1996200735 years
Sunrise of Woodcliff LakeWoodcliff LakeNJ—
3,493
30,801
2,738
3,692
33,340
37,032
12,633
24,399
2000200735 years
Sunrise of North LynbrookLynbrookNY—
4,622
38,087
2,945
4,700
40,954
45,654
15,709
29,945
1999200735 years
Sunrise at FleetwoodMount VernonNY—
4,381
28,434
2,802
4,646
30,971
35,617
12,297
23,320
1999200735 years
Sunrise of New CityNew CityNY—
1,906
27,323
2,623
1,995
29,857
31,852
11,316
20,536
1999200735 years
Sunrise of SmithtownSmithtownNY—
2,853
25,621
3,346
3,040
28,780
31,820
11,551
20,269
1999200735 years
Sunrise of Staten IslandStaten IslandNY—
7,237
23,910
1,628
7,292
25,483
32,775
12,542
20,233
2006200735 years
Sunrise on ProvidenceCharlotteNC—
1,976
19,472
2,856
1,988
22,316
24,304
8,726
15,578
1999200735 years
Sunrise at North HillsRaleighNC—
749
37,091
5,448
849
42,439
43,288
16,851
26,437
2000200735 years
Sunrise at ParmaClevelandOH—
695
16,641
1,426
908
17,854
18,762
7,064
11,698
2000200735 years
Sunrise of Cuyahoga FallsCuyahoga FallsOH—
626
10,239
2,061
862
12,064
12,926
4,852
8,074
2000200735 years
Sunrise of AbingtonAbingtonPA—
1,838
53,660
6,417
2,070
59,845
61,915
22,689
39,226
1997200735 years
Sunrise of Blue BellBlue BellPA—
1,765
23,920
3,658
1,928
27,415
29,343
10,759
18,584
2006200735 years
Sunrise of ExtonExtonPA—
1,123
17,765
2,304
1,209
19,983
21,192
7,821
13,371
2000200735 years
Sunrise of HaverfordHaverfordPA—
941
25,872
2,510
990
28,333
29,323
11,004
18,319
1997200735 years
Sunrise of Granite RunMediaPA—
1,272
31,781
2,576
1,428
34,201
35,629
13,112
22,517
1997200735 years
Sunrise of Lower MakefieldMorrisvillePA—
3,165
21,337
890
3,174
22,218
25,392
5,775
19,617
2008201235 years
Sunrise of WesttownWest ChesterPA—
1,547
22,996
2,041
1,576
25,008
26,584
10,038
16,546
1999200735 years
Sunrise of HillcrestDallasTX—
2,616
27,680
1,373
2,626
29,043
31,669
11,003
20,666
2006200735 years
Sunrise of Fort WorthFort WorthTX—
2,024
18,587
1,067
2,178
19,500
21,678
5,146
16,532
2007201235 years
Sunrise of FriscoFriscoTX—
2,523
14,547
783
2,561
15,292
17,853
3,703
14,150
2009201235 years
Sunrise of Cinco RanchKatyTX—
2,512
21,600
1,478
2,580
23,010
25,590
5,929
19,661
2007201235 years
Sunrise at HolladayHolladayUT—
2,542
44,771
1,265
2,581
45,997
48,578
11,480
37,098
2008201235 years
Sunrise of SandySandyUT—
2,576
22,987
400
2,646
23,317
25,963
8,931
17,032
2007200735 years
Sunrise of AlexandriaAlexandriaVA—
88
14,811
3,356
244
18,011
18,255
7,025
11,230
1998200735 years
Sunrise of RichmondRichmondVA—
1,120
17,446
1,304
1,224
18,646
19,870
7,519
12,351
1999200735 years
Sunrise at Bon AirRichmondVA—
2,047
22,079
1,134
2,032
23,228
25,260
6,009
19,251
2008201235 years
Sunrise of SpringfieldSpringfieldVA—
4,440
18,834
2,758
4,545
21,487
26,032
8,588
17,444
1997200735 years
Sunrise of Lynn ValleyVancouverBC—
11,759
37,424
(8,961)9,181
31,041
40,222
11,752
28,470
2002200735 years
Sunrise of VancouverVancouverBC—
6,649
31,937
1,826
6,662
33,750
40,412
12,785
27,627
2005200735 years
Sunrise of VictoriaVictoriaBC—
8,332
29,970
(6,020)6,592
25,690
32,282
9,827
22,455
2001200735 years
Sunrise of AuroraAuroraON—
1,570
36,113
(7,197)1,320
29,166
30,486
10,996
19,490
2002200735 years
Sunrise of BurlingtonBurlingtonON—
1,173
24,448
1,497
1,378
25,740
27,118
9,914
17,204
2001200735 years
Sunrise of UnionvilleMarkhamON—
2,322
41,140
(8,004)1,964
33,494
35,458
12,836
22,622
2000200735 years


 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition1
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 MississaugaMississaugaON—
3,554
33,631
(6,617)2,918
27,650
30,568
10,765
19,803
2000200735 years
Sunrise of Erin MillsMississaugaON—
1,957
27,020
(5,211)1,542
22,224
23,766
8,487
15,279
2007200735 years
Sunrise of OakvilleOakvilleON—
2,753
37,489
2,135
2,925
39,452
42,377
14,965
27,412
2002200735 years
Sunrise of Richmond HillRichmond HillON—
2,155
41,254
(8,249)1,834
33,326
35,160
12,766
22,394
2002200735 years
Sunrise of ThornhillVaughanON—
2,563
57,513
(9,944)1,473
48,659
50,132
17,150
32,982
2003200735 years
Sunrise of WindsorWindsorON—
1,813
20,882
1,962
1,996
22,661
24,657
8,642
16,015
2001200735 years
TOTAL FOR SUNRISE SENIORS HOUSING COMMUNITIES  —
245,515
2,532,176
150,643
249,229
2,679,105
2,928,334
987,778
1,940,556
   
ATRIA SENIORS HOUSING COMMUNITIES              
Atria RegencyMobileAL—
950
11,897
1,741
981
13,607
14,588
4,804
9,784
1996201135 years
Atria Chandler VillasChandlerAZ—
3,650
8,450
2,564
3,769
10,895
14,664
4,554
10,110
1988201135 years
Atria Park of Sierra PointeScottsdaleAZ—
10,930
65,372
5,722
11,021
71,003
82,024
13,658
68,366
2000201435 years
Atria Campana del RioTucsonAZ—
5,861
37,284
3,355
5,992
40,508
46,500
13,191
33,309
1964201135 years
Atria Valley ManorTucsonAZ—
1,709
60
1,024
1,768
1,025
2,793
650
2,143
1963201135 years
Atria Bell Court GardensTucsonAZ—
3,010
30,969
2,535
3,060
33,454
36,514
10,012
26,502
1964201135 years
Atria BurlingameBurlingameCA—
2,494
12,373
1,874
2,579
14,162
16,741
4,790
11,951
1977201135 years
Atria Las PosasCamarilloCA—
4,500
28,436
1,450
4,539
29,847
34,386
8,861
25,525
1997201135 years
Atria Carmichael OaksCarmichaelCA17,263
2,118
49,694
3,337
2,300
52,849
55,149
12,869
42,280
1992201335 years
Atria El Camino GardensCarmichaelCA—
6,930
32,318
15,725
7,215
47,758
54,973
16,341
38,632
1984201135 years
Villa BonitaChula VistaCA—
2,700
7,994
1,006
1,610
10,090
11,700
2,512
9,188
1989201135 years
Atria CovinaCovinaCA—
170
4,131
955
262
4,994
5,256
1,968
3,288
1977201135 years
Atria Daly CityDaly CityCA—
3,090
13,448
1,326
3,102
14,762
17,864
4,786
13,078
1975201135 years
Atria Covell GardensDavisCA—
2,163
39,657
12,793
2,388
52,225
54,613
18,123
36,490
1987201135 years
Atria EncinitasEncinitasCA—
5,880
9,212
3,219
5,952
12,359
18,311
3,985
14,326
1984201135 years
Atria North EscondidoEscondidoCA—
1,196
7,155
734
1,215
7,870
9,085
1,939
7,146
2002201435 years
Atria Grass ValleyGrass ValleyCA10,741
1,965
28,414
1,651
2,020
30,010
32,030
7,346
24,684
2000201335 years
Atria Golden CreekIrvineCA—
6,900
23,544
3,122
6,930
26,636
33,566
8,267
25,299
1985201135 years
Atria Park of LafayetteLafayetteCA18,127
5,679
56,922
2,213
6,416
58,398
64,814
13,477
51,337
2007201335 years
Atria Del SolMission ViejoCA—
3,500
12,458
8,751
3,785
20,924
24,709
8,582
16,127
1985201135 years
Atria Newport PlazaNewport BeachCA—
4,534
32,912
1,282
4,569
34,159
38,728
2,339
36,389
1989201735 years
Atria Tamalpais CreekNovatoCA—
5,812
24,703
1,236
5,838
25,913
31,751
7,797
23,954
1978201135 years
Atria Park of Pacific PalisadesPacific PalisadesCA—
4,458
17,064
1,536
4,489
18,569
23,058
7,552
15,506
2001200735 years
Atria Palm DesertPalm DesertCA—
2,887
9,843
1,563
3,127
11,166
14,293
5,822
8,471
1988201135 years
Atria HaciendaPalm DesertCA—
6,680
85,900
3,914
6,876
89,618
96,494
25,338
71,156
1989201135 years
Atria ParadiseParadiseCA—
2,265
28,262
(22,641)1,995
5,891
7,886
6,203
1,683
1999201335 years
Atria Del ReyRancho CucamongaCA—
3,290
17,427
5,938
3,477
23,178
26,655
9,450
17,205
1987201135 years
Mission HillsRancho MirageCA—
1,610
9,169
452
6,800
4,431
11,231
1,373
9,858
1996201435 years


 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition1
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 RocklinRocklinCA18,336
4,427
52,064
1,595
4,473
53,613
58,086
9,383
48,703
2001201535 years
Atria La JollaSan DiegoCA—
8,210
46,315
(1,197)8,216
45,112
53,328
3,142
50,186
1984201735 years
Atria PenasquitosSan DiegoCA—
2,649
24,067
2,254
2,711
26,259
28,970
1,781
27,189
1991201735 years
Atria CollwoodSan DiegoCA—
290
10,650
1,469
347
12,062
12,409
4,175
8,234
1976201135 years
Atria Rancho ParkSan DimasCA—
4,066
14,306
2,248
4,625
15,995
20,620
5,898
14,722
1975201135 years
Regency of Evergreen ValleySan JoseCA—
6,800
3,637
1,119
2,700
8,856
11,556
2,719
8,837
1998201135 years
Atria Willow GlenSan JoseCA—
8,521
43,168
3,745
8,627
46,807
55,434
12,675
42,759
1976201135 years
Atria San JuanSan Juan CapistranoCA—
5,110
29,436
9,015
5,353
38,208
43,561
15,626
27,935
1985201135 years
Atria HillsdaleSan MateoCA—
5,240
15,956
25,600
5,253
41,543
46,796
5,245
41,551
1986201135 years
Atria Santa ClaritaSanta ClaritaCA—
3,880
38,366
1,738
3,890
40,094
43,984
7,148
36,836
2001201535 years
Atria SunnyvaleSunnyvaleCA—
6,120
30,068
5,355
6,240
35,303
41,543
11,502
30,041
1977201135 years
Atria Park of TarzanaTarzanaCA—
960
47,547
6,461
5,861
49,107
54,968
11,112
43,856
2008201335 years
Atria Park of Vintage HillsTemeculaCA—
4,674
44,341
3,105
4,892
47,228
52,120
11,793
40,327
2000201335 years
Atria Park of Grand OaksThousand OaksCA—
5,994
50,309
1,375
6,055
51,623
57,678
12,479
45,199
2002201335 years
Atria HillcrestThousand OaksCA—
6,020
25,635
10,529
6,624
35,560
42,184
14,863
27,321
1987201135 years
Atria Walnut CreekWalnut CreekCA—
6,910
15,797
17,518
7,642
32,583
40,225
15,417
24,808
1978201135 years
Atria Valley ViewWalnut CreekCA—
7,139
53,914
3,184
7,193
57,044
64,237
24,189
40,048
1977201135 years
Atria LongmontLongmontCO—
2,807
24,877
1,425
2,874
26,235
29,109
6,941
22,168
2009201235 years
Atria DarienDarienCT—
653
37,587
12,187
1,202
49,225
50,427
16,000
34,427
1997201135 years
Atria Larson PlaceHamdenCT—
1,850
16,098
2,463
1,885
18,526
20,411
6,089
14,322
1999201135 years
Atria Greenridge PlaceRocky HillCT—
2,170
32,553
2,714
2,392
35,045
37,437
10,170
27,267
1998201135 years
Atria StamfordStamfordCT—
1,200
62,432
20,025
1,487
82,170
83,657
22,565
61,092
1975201135 years
Atria Crossroads PlaceWaterfordCT—
2,401
36,495
7,988
2,577
44,307
46,884
15,132
31,752
2000201135 years
Atria Hamilton HeightsWest HartfordCT—
3,120
14,674
3,933
3,163
18,564
21,727
7,215
14,512
1904201135 years
Atria Windsor WoodsHudsonFL—
1,610
32,432
3,595
1,744
35,893
37,637
11,173
26,464
1988201135 years
Atria Park of Baypoint VillageHudsonFL—
2,083
28,841
9,966
2,369
38,521
40,890
13,623
27,267
1986201135 years
Atria Park of San PabloJacksonvilleFL—
1,620
14,920
1,310
1,660
16,190
17,850
4,918
12,932
1999201135 years
Atria Park of St. Joseph'sJupiterFL—
5,520
30,720
2,129
5,575
32,794
38,369
8,105
30,264
2007201335 years
Atria Lady LakeLady LakeFL—
3,752
26,265
1,519
3,769
27,767
31,536
4,811
26,725
2010201535 years
Atria Park of Lake ForestSanfordFL—
3,589
32,586
5,340
4,104
37,411
41,515
11,140
30,375
2002201135 years
Atria Evergreen WoodsSpring HillFL—
2,370
28,371
6,077
2,568
34,250
36,818
11,532
25,286
1981201135 years
Atria North PointAlpharettaGA38,576
4,830
78,318
3,260
4,868
81,540
86,408
16,947
69,461
2007201435 years
Atria BuckheadAtlantaGA—
3,660
5,274
1,449
3,688
6,695
10,383
2,713
7,670
1996201135 years
Atria Park of TuckerTuckerGA—
1,103
20,679
790
1,120
21,452
22,572
5,292
17,280
2000201335 years
Atria Park of Glen EllynGlen EllynIL—
2,455
34,064
3,293
2,748
37,064
39,812
14,328
25,484
2000200735 years
Atria NewburghNewburghIN—
1,150
22,880
1,612
1,155
24,487
25,642
6,899
18,743
1998201135 years
Atria Hearthstone EastTopekaKS—
1,150
20,544
1,625
1,241
22,078
23,319
6,825
16,494
1998201135 years
Atria Hearthstone WestTopekaKS—
1,230
28,379
2,552
1,267
30,894
32,161
10,075
22,086
1987201135 years


 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition1
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 Highland CrossingCovingtonKY—
1,677
14,393
1,773
1,693
16,150
17,843
5,713
12,130
1988201135 years
Atria Summit HillsCrestview HillsKY—
1,780
15,769
1,270
1,812
17,007
18,819
5,437
13,382
1998201135 years
Atria ElizabethtownElizabethtownKY—
850
12,510
937
884
13,413
14,297
4,111
10,186
1996201135 years
Atria St. MatthewsLouisvilleKY—
939
9,274
1,391
968
10,636
11,604
4,228
7,376
1998201135 years
Atria Stony BrookLouisvilleKY—
1,860
17,561
1,333
1,953
18,801
20,754
5,959
14,795
1999201135 years
Atria SpringdaleLouisvilleKY—
1,410
16,702
1,604
1,451
18,265
19,716
5,737
13,979
1999201135 years
Atria KennebunkKennebunkME—
1,090
23,496
1,701
1,159
25,128
26,287
7,591
18,696
1998201135 years
Atria ManresaAnnapolisMD—
4,193
19,000
2,311
4,465
21,039
25,504
6,579
18,925
1920201135 years
Atria SalisburySalisburyMD—
1,940
24,500
1,391
1,979
25,852
27,831
7,188
20,643
1995201135 years
Atria Marland PlaceAndoverMA—
1,831
34,592
19,600
1,996
54,027
56,023
21,944
34,079
1996201135 years
Atria Longmeadow PlaceBurlingtonMA—
5,310
58,021
2,123
5,387
60,067
65,454
16,527
48,927
1998201135 years
Atria FairhavenFairhavenMA—
1,100
16,093
1,104
1,157
17,140
18,297
5,013
13,284
1999201135 years
Atria Woodbriar PlaceFalmouthMA—
4,630
27,314
5,817
6,433
31,328
37,761
8,712
29,049
2013201335 years
Atria Woodbriar ParkFalmouthMA—
1,970
43,693
21,519
2,709
64,473
67,182
20,248
46,934
1975201135 years
Atria Draper PlaceHopedaleMA—
1,140
17,794
1,872
1,234
19,572
20,806
6,014
14,792
1998201135 years
Atria Merrimack PlaceNewburyportMA—
2,774
40,645
21,593
4,319
60,693
65,012
11,669
53,343
2000201135 years
Atria Marina PlaceQuincyMA—
2,590
33,899
2,109
2,780
35,818
38,598
10,474
28,124
1999201135 years
Atria Park of Ann ArborAnn ArborMI—
1,703
15,857
1,998
1,837
17,721
19,558
7,516
12,042
2001200735 years
Atria KinghavenRiverviewMI—
1,440
26,260
3,507
1,598
29,609
31,207
9,031
22,176
1987201135 years
Atria SevilleLas VegasNV—
—
796
1,852
14
2,634
2,648
1,888
760
1999201135 years
Atria Summit RidgeRenoNV—
4
407
776
20
1,167
1,187
875
312
1997201135 years
Atria CranfordCranfordNJ—
8,260
61,411
5,689
8,406
66,954
75,360
20,313
55,047
1993201135 years
Atria Tinton FallsTinton FallsNJ—
6,580
13,258
1,835
6,762
14,911
21,673
5,540
16,133
1999201135 years
Atria ShakerAlbanyNY—
1,520
29,667
5,279
1,626
34,840
36,466
9,030
27,436
1997201135 years
Atria CrossgateAlbanyNY—
1,080
20,599
1,247
1,100
21,826
22,926
6,779
16,147
1980201135 years
Atria WoodlandsArdsleyNY44,386
7,660
65,581
3,248
7,718
68,771
76,489
20,019
56,470
2005201135 years
Atria Bay ShoreBay ShoreNY15,275
4,440
31,983
2,874
4,453
34,844
39,297
10,458
28,839
1900201135 years
Atria Briarcliff ManorBriarcliff ManorNY—
6,560
33,885
3,315
6,725
37,035
43,760
11,188
32,572
1997201135 years
Atria RiverdaleBronxNY—
1,020
24,149
16,568
1,084
40,653
41,737
15,812
25,925
1999201135 years
Atria Delmar PlaceDelmarNY—
1,201
24,850
1,183
1,223
26,011
27,234
5,565
21,669
2004201335 years
Atria East NorthportEast NorthportNY—
9,960
34,467
19,987
10,250
54,164
64,414
16,866
47,548
1996201135 years
Atria Glen CoveGlen CoveNY—
2,035
25,190
1,400
2,063
26,562
28,625
14,362
14,263
1997201135 years
Atria Great NeckGreat NeckNY—
3,390
54,051
28,002
3,482
81,961
85,443
20,008
65,435
1998201135 years
Atria Cutter MillGreat NeckNY—
2,750
47,919
3,412
2,761
51,320
54,081
14,422
39,659
1999201135 years
Atria HuntingtonHuntington StationNY—
8,190
1,169
2,791
8,232
3,918
12,150
2,849
9,301
1987201135 years
Atria Hertlin PlaceLake RonkonkomaNY—
7,886
16,391
2,489
7,889
18,877
26,766
5,333
21,433
2002201235 years
Atria LynbrookLynbrookNY—
3,145
5,489
11,416
3,176
16,874
20,050
2,899
17,151
1996201135 years
Atria TanglewoodLynbrookNY23,160
4,120
37,348
1,404
4,145
38,727
42,872
10,867
32,005
2005201135 years


 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition1
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 West 86New YorkNY—
80
73,685
7,374
167
80,972
81,139
24,453
56,686
1998201135 years
Atria on the HudsonOssiningNY—
8,123
63,089
5,143
8,212
68,143
76,355
21,242
55,113
1972201135 years
Atria PlainviewPlainviewNY—
2,480
16,060
2,209
2,630
18,119
20,749
5,802
14,947
2000201135 years
Atria Rye BrookPort ChesterNY—
9,660
74,936
2,691
9,751
77,536
87,287
21,846
65,441
2004201135 years
Atria Kew GardensQueensNY—
3,051
66,013
9,082
3,079
75,067
78,146
22,113
56,033
1999201135 years
Atria Forest HillsQueensNY—
2,050
16,680
2,099
2,074
18,755
20,829
5,754
15,075
2001201135 years
Atria on Roslyn HarborRoslynNY65,000
12,909
72,720
2,969
12,974
75,624
88,598
21,290
67,308
2006201135 years
Atria GuilderlandSlingerlandsNY—
1,170
22,414
919
1,171
23,332
24,503
6,760
17,743
1950201135 years
Atria South SetauketSouth SetauketNY—
8,450
14,534
2,146
8,842
16,288
25,130
6,816
18,314
1967201135 years
Atria Southpoint WalkDurhamNC—
2,130
25,920
1,544
2,135
27,459
29,594
6,864
22,730
2009201335 years
Atria OakridgeRaleighNC—
1,482
28,838
1,657
1,519
30,458
31,977
7,684
24,293
2009201335 years
Atria BethlehemBethlehemPA—
2,479
22,870
1,141
2,500
23,990
26,490
7,544
18,946
1998201135 years
Atria Center CityPhiladelphiaPA—
3,460
18,291
18,257
3,535
36,473
40,008
10,722
29,286
1964201135 years
Atria South HillsPittsburghPA—
880
10,884
1,000
913
11,851
12,764
4,088
8,676
1998201135 years
Atria Bay Spring VillageBarringtonRI—
2,000
33,400
3,134
2,080
36,454
38,534
11,772
26,762
2000201135 years
Atria HarborhillEast GreenwichRI—
2,089
21,702
1,911
2,183
23,519
25,702
7,306
18,396
1835201135 years
Atria Lincoln PlaceLincolnRI—
1,440
12,686
1,527
1,475
14,178
15,653
4,894
10,759
2000201135 years
Atria Aquidneck PlacePortsmouthRI—
2,810
31,623
1,212
2,814
32,831
35,645
9,159
26,486
1999201135 years
Atria Forest LakeColumbiaSC—
670
13,946
1,117
691
15,042
15,733
4,471
11,262
1999201135 years
Atria Weston PlaceKnoxvilleTN—
793
7,961
1,629
969
9,414
10,383
3,179
7,204
1993201135 years
Atria at the ArboretumAustinTX—
8,280
61,764
3,477
8,377
65,144
73,521
15,854
57,667
2009201235 years
Atria CarrolltonCarrolltonTX5,519
360
20,465
1,823
370
22,278
22,648
6,829
15,819
1998201135 years
Atria GrapevineGrapevineTX—
2,070
23,104
2,039
2,092
25,121
27,213
7,161
20,052
1999201135 years
Atria WestchaseHoustonTX—
2,318
22,278
1,546
2,347
23,795
26,142
7,239
18,903
1999201135 years
Atria Cinco RanchKatyTX—
3,171
73,287
2,081
3,201
75,338
78,539
12,222
66,317
2010201535 years
Atria KingwoodKingwoodTX—
1,170
4,518
1,064
1,192
5,560
6,752
2,133
4,619
1998201135 years
Atria at HometownNorth Richland HillsTX—
1,932
30,382
2,738
1,963
33,089
35,052
8,400
26,652
2007201335 years
Atria Canyon CreekPlanoTX—
3,110
45,999
3,756
3,148
49,717
52,865
12,573
40,292
2009201335 years
Atria CypresswoodSpringTX—
880
9,192
648
984
9,736
10,720
3,282
7,438
1996201135 years
Atria Sugar LandSugar LandTX—
970
17,542
1,059
980
18,591
19,571
5,602
13,969
1999201135 years
Atria CopelandTylerTX—
1,879
17,901
2,178
1,913
20,045
21,958
5,975
15,983
1997201135 years
Atria Willow ParkTylerTX—
920
31,271
1,862
982
33,071
34,053
9,988
24,065
1985201135 years
Atria Virginia BeachVirginia BeachVA—
1,749
33,004
1,041
1,815
33,979
35,794
10,062
25,732
1998201135 years
Arbour LakeCalgaryAB—
2,512
39,188
(3,182)2,259
36,259
38,518
6,991
31,527
2003201435 years
Canyon MeadowsCalgaryAB—
1,617
30,803
(2,148)1,453
28,819
30,272
5,786
24,486
1995201435 years
Churchill ManorEdmontonAB—
2,865
30,482
(2,556)2,575
28,216
30,791
5,660
25,131
1999201435 years
The View at LethbridgeLethbridgeAB—
2,503
24,770
(2,185)2,261
22,827
25,088
4,933
20,155
2007201435 years
Victoria ParkRed DeerAB—
1,188
22,554
(808)1,066
21,868
22,934
4,671
18,263
1999201435 years


 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition1
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Ironwood EstatesSt. AlbertAB—
3,639
22,519
(1,093)3,294
21,771
25,065
4,692
20,373
1998201435 years
Longlake ChateauNanaimoBC—
1,874
22,910
(1,333)1,683
21,768
23,451
4,777
18,674
1990201435 years
Prince George ChateauPrince GeorgeBC—
2,066
22,761
(1,309)1,853
21,665
23,518
4,592
18,926
2005201435 years
The VictorianVictoriaBC—
3,419
16,351
(610)3,083
16,077
19,160
3,697
15,463
1988201435 years
The Victorian at McKenzieVictoriaBC—
4,801
25,712
(1,349)4,307
24,857
29,164
5,219
23,945
2003201435 years
Riverheights TerraceBrandonMB—
799
27,708
(1,386)716
26,405
27,121
5,457
21,664
2001201435 years
Amber MeadowWinnipegMB—
3,047
17,821
(512)2,728
17,628
20,356
4,332
16,024
2000201435 years
The WesthavenWinnipegMB—
871
23,162
(842)813
22,378
23,191
4,665
18,526
1988201435 years
Ste. Anne's CourtFrederictonNB—
1,221
29,626
(1,895)1,107
27,845
28,952
5,713
23,239
2002201435 years
Chateau de ChamplainSt. JohnNB—
796
24,577
(932)732
23,709
24,441
5,124
19,317
2002201435 years
The Court at BrooklinBrooklinON—
2,515
35,602
(2,128)2,279
33,710
35,989
6,613
29,376
2004201435 years
Burlington GardensBurlingtonON—
7,560
50,744
(4,488)6,788
47,028
53,816
8,789
45,027
2008201435 years
The Court at RushdaleHamiltonON—
1,799
34,633
(2,280)1,610
32,542
34,152
6,482
27,670
2004201435 years
Kingsdale ChateauKingstonON—
2,221
36,272
(2,300)2,055
34,138
36,193
6,759
29,434
2000201435 years
The Court at BarrhavenNepeanON—
1,778
33,922
(2,049)1,652
31,999
33,651
6,564
27,087
2004201435 years
Crystal View LodgeNepeanON—
1,587
37,243
(1,721)1,636
35,473
37,109
6,892
30,217
2000201435 years
Stamford EstatesNiagara FallsON—
1,414
29,439
(2,079)1,266
27,508
28,774
5,504
23,270
2005201435 years
Sherbrooke HeightsPeterboroughON—
2,485
33,747
(2,073)2,232
31,927
34,159
6,515
27,644
2001201435 years
Anchor PointeSt. CatharinesON—
8,214
24,056
(1,676)7,354
23,240
30,594
5,166
25,428
2000201435 years
The Court at Pringle CreekWhitbyON—
2,965
39,206
(3,211)2,726
36,234
38,960
7,161
31,799
2002201435 years
La Residence StegerSaint-LaurentQC—
1,995
10,926
1,128
1,845
12,204
14,049
3,244
10,805
1999201435 years
Mulberry EstatesMoose JawSK—
2,173
31,791
(2,115)2,053
29,796
31,849
6,067
25,782
2003201435 years
Queen Victoria EstatesReginaSK—
3,018
34,109
(2,387)2,716
32,024
34,740
6,399
28,341
2000201435 years
Primrose ChateauSaskatoonSK—
2,611
32,729
(1,873)2,405
31,062
33,467
6,218
27,249
1996201435 years
AmberwoodPort RicheyFlorida—
1,320
—
—
1,320
—
1,320
—
1,320
N/A2011N/A
Atria Development & Construction Fees  —
—
233
—
—
233
233
—
233
CIPCIPCIP
TOTAL FOR ATRIA SENIORS HOUSING COMMUNITIES  256,383
538,180
4,760,171
511,143
554,121
5,255,373
5,809,494
1,458,754
4,350,740
   
OTHER SENIORS HOUSING COMMUNITIES              
Elmcroft of Grayson ValleyBirminghamAL—
1,040
19,145
982
1,046
20,121
21,167
5,494
15,673
2000201135 years
Elmcroft of Byrd SpringsHunstvilleAL—
1,720
11,270
1,279
1,723
12,546
14,269
3,716
10,553
1999201135 years
Elmcroft of Heritage WoodsMobileAL—
1,020
10,241
999
1,025
11,235
12,260
3,360
8,900
2000201135 years
Rosewood ManorScottsboroAL—
680
4,038
—
680
4,038
4,718
1,084
3,634
1998201135 years
Chandler Memory Care CommunityChandlerAZ—
2,910
8,882
184
3,094
8,882
11,976
2,418
9,558
2012201235 years
Silver Creek Inn Memory Care CommunityGilbertAZ—
890
5,918
—
890
5,918
6,808
1,493
5,315
2012201235 years


 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition1
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Prestige Assisted Living at Green ValleyGreen ValleyAZ—
1,227
13,977
—
1,227
13,977
15,204
2,373
12,831
1998201435 years
Prestige Assisted Living at Lake Havasu CityLake HavasuAZ—
594
14,792
—
594
14,792
15,386
2,496
12,890
1999201435 years
Lakeview TerraceLake Havasu CityAZ—
706
7,810
109
706
7,919
8,625
1,451
7,174
2009201535 years
Arbor RoseMesaAZ—
1,100
11,880
2,434
1,100
14,314
15,414
5,488
9,926
1999201135 years
The StratfordPhoenixAZ—
1,931
33,576
1,207
1,931
34,783
36,714
5,706
31,008
2001201435 years
Amber Creek Inn Memory CareScottsdaleAZ—
2,310
6,322
677
2,185
7,124
9,309
1,004
8,305
1986201135 years
Prestige Assisted Living at Sierra VistaSierra VistaAZ—
295
13,224
—
295
13,224
13,519
2,226
11,293
1999201435 years
Rock Creek Memory Care CommunitySurpriseAZ9,876
826
16,353
3
826
16,356
17,182
1,126
16,056
2017201735 years
Elmcroft of TempeTempeAZ—
1,090
12,942
1,408
1,098
14,342
15,440
4,257
11,183
1999201135 years
Elmcroft of River CentreTucsonAZ—
1,940
5,195
1,179
1,940
6,374
8,314
2,179
6,135
1999201135 years
West ShoresHot SpringsAR—
1,326
10,904
1,825
1,326
12,729
14,055
4,958
9,097
1988200535 years
Elmcroft of MaumelleMaumelleAR—
1,252
7,601
481
1,258
8,076
9,334
3,004
6,330
1997200635 years
Elmcroft of Mountain HomeMountain HomeAR—
204
8,971
451
204
9,422
9,626
3,523
6,103
1997200635 years
Elmcroft of SherwoodSherwoodAR—
1,320
5,693
513
1,320
6,206
7,526
2,314
5,212
1997200635 years
Sierra Ridge Memory CareAuburnCA—
681
6,071
—
681
6,071
6,752
1,034
5,718
2011201435 years
Careage BanningBanningCA—
2,970
16,037
—
2,970
16,037
19,007
4,548
14,459
2004201135 years
Las Villas Del CarlsbadCarlsbadCA—
1,760
30,469
4,661
1,760
35,130
36,890
11,866
25,024
1987200635 years
Prestige Assisted Living at ChicoChicoCA—
1,069
14,929
—
1,069
14,929
15,998
2,529
13,469
1998201435 years
The Meadows Senior LivingElk GroveCA—
1,308
19,667
—
1,308
19,667
20,975
3,293
17,682
2003201435 years
Alder Bay Assisted LivingEurekaCA—
1,170
5,228
(70)1,170
5,158
6,328
1,558
4,770
1997201135 years
CedarbrookFresnoCA—
1,652
12,613
—
1,652
12,613
14,265
1,201
13,064
2014201735 years
Elmcroft of La MesaLa MesaCA—
2,431
6,101
204
2,431
6,305
8,736
2,343
6,393
1997200635 years
Grossmont GardensLa MesaCA—
9,104
59,349
3,198
9,115
62,536
71,651
23,150
48,501
1964200635 years
Palms, TheLa MiradaCA—
2,700
43,919
—
2,700
43,919
46,619
8,939
37,680
1990201335 years
Prestige Assisted Living at LancasterLancasterCA—
718
10,459
—
718
10,459
11,177
1,771
9,406
1999201435 years
Prestige Assisted Living at MarysvilleMarysvilleCA—
741
7,467
—
741
7,467
8,208
1,270
6,938
1999201435 years
Mountview Retirement ResidenceMontroseCA—
1,089
15,449
2,232
1,089
17,681
18,770
5,991
12,779
1974200635 years
Redwood RetirementNapaCA—
2,798
12,639
—
2,798
12,639
15,437
2,620
12,817
1986201335 years
Prestige Assisted Living at OrovilleOrovilleCA—
638
8,079
—
638
8,079
8,717
1,370
7,347
1999201435 years
Valencia CommonsRancho CucamongaCA—
1,439
36,363
—
1,439
36,363
37,802
7,382
30,420
2002201335 years
Shasta EstatesReddingCA—
1,180
23,463
—
1,180
23,463
24,643
4,769
19,874
2009201335 years
The VistasReddingCA—
1,290
22,033
—
1,290
22,033
23,323
5,892
17,431
2007201135 years
Elmcroft of Point LomaSan DiegoCA—
2,117
6,865
(1,770)6
7,206
7,212
2,659
4,553
1999200635 years
Villa Santa BarbaraSanta BarbaraCA—
1,219
12,426
5,325
1,219
17,751
18,970
5,791
13,179
1977200535 years
Oak Terrace Memory CareSoulsbyvilleCA—
1,146
5,275
—
1,146
5,275
6,421
913
5,508
1999201435 years
Skyline Place Senior LivingSonoraCA—
1,815
28,472
—
1,815
28,472
30,287
4,788
25,499
1996201435 years


 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition1
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Eagle Lake VillageSusanvilleCA—
1,165
6,719
—
1,165
6,719
7,884
1,585
6,299
2006201235 years
Bonaventure, TheVenturaCA—
5,294
32,747
—
5,294
32,747
38,041
6,742
31,299
2005201335 years
Sterling InnVictorvilleCA12,558
733
18,564
6,673
733
25,237
25,970
1,712
24,258
1992201735 years
Sterling CommonsVictorvilleCA5,850
768
13,124
—
768
13,124
13,892
1,206
12,686
1994201735 years
Prestige Assisted Living at VisaliaVisaliaCA—
1,300
8,378
—
1,300
8,378
9,678
1,436
8,242
1998201435 years
Highland TrailBroomfieldCO—
2,511
26,431
—
2,511
26,431
28,942
5,400
23,542
2009201335 years
Caley RidgeEnglewoodCO—
1,157
13,133
—
1,157
13,133
14,290
3,099
11,191
1999201235 years
Garden Square at WestlakeGreeleyCO—
630
8,211
—
630
8,211
8,841
2,278
6,563
1998201135 years
Garden Square of GreeleyGreeleyCO—
330
2,735
—
330
2,735
3,065
767
2,298
1995201135 years
Lakewood EstatesLakewoodCO—
1,306
21,137
—
1,306
21,137
22,443
4,302
18,141
1988201335 years
Sugar Valley EstatesLovelandCO—
1,255
21,837
—
1,255
21,837
23,092
4,442
18,650
2009201335 years
Devonshire AcresSterlingCO—
950
10,092
555
965
10,632
11,597
3,097
8,500
1979201135 years
The Hearth at GardensideBranfordCT—
7,000
31,518
—
7,000
31,518
38,518
8,424
30,094
1999201135 years
The Hearth at Tuxis PondMadisonCT—
1,610
44,322
—
1,610
44,322
45,932
11,386
34,546
2002201135 years
White OaksManchesterCT—
2,584
34,507
—
2,584
34,507
37,091
7,034
30,057
2007201335 years
Hampton Manor BelleviewBelleviewFL—
390
8,337
100
390
8,437
8,827
2,274
6,553
1988201135 years
Sabal HouseCantonmentFL—
430
5,902
—
430
5,902
6,332
1,585
4,747
1999201135 years
Bristol Park of Coral SpringsCoral SpringsFL—
3,280
11,877
2,331
3,280
14,208
17,488
3,527
13,961
1999201135 years
Stanley HouseDefuniak SpringsFL—
410
5,659
—
410
5,659
6,069
1,518
4,551
1999201135 years
Barrington Terrace of Ft. MyersFort MyersFL—
2,105
18,190
1,523
2,110
19,708
21,818
3,909
17,909
2001201535 years
The PeninsulaHollywoodFL—
3,660
9,122
1,416
3,660
10,538
14,198
3,089
11,109
1972201135 years
Elmcroft of Timberlin ParcJacksonvilleFL—
455
5,905
547
455
6,452
6,907
2,410
4,497
1998200635 years
Forsyth HouseMiltonFL—
610
6,503
—
610
6,503
7,113
1,731
5,382
1999201135 years
Barrington Terrace of NaplesNaplesFL—
2,596
18,716
1,670
2,610
20,372
22,982
3,702
19,280
2004201535 years
The Carlisle NaplesNaplesFL—
8,406
78,091
—
8,406
78,091
86,497
20,212
66,285
1998201135 years
Naples ALZ DevelopmentNaplesFL—
2,983
—
—
2,983
—
2,983
—
2,983
CIPCIPCIP
Hampton Manor at 24th RoadOcalaFL—
690
8,767
121
690
8,888
9,578
2,332
7,246
1996201135 years
Hampton Manor at DeerwoodOcalaFL—
790
5,605
3,818
983
9,230
10,213
2,179
8,034
2005201135 years
Las PalmasPalm CoastFL—
984
30,009
—
984
30,009
30,993
6,087
24,906
2009201335 years
Elmcroft of PensacolaPensacolaFL—
2,230
2,362
405
2,230
2,767
4,997
872
4,125
1999201135 years
Magnolia HouseQuincyFL—
400
5,190
—
400
5,190
5,590
1,413
4,177
1999201135 years
Elmcroft of TallahasseeTallahasseeFL—
2,430
17,745
329
2,430
18,074
20,504
4,779
15,725
1999201135 years
Tallahassee Memory CareTallahasseeFL—
640
8,013
71
641
8,083
8,724
1,979
6,745
1999201135 years
Bristol Park of TamaracTamaracFL—
3,920
14,130
2,142
3,920
16,272
20,192
4,070
16,122
2000201135 years
Elmcroft of CarrolwoodTampaFL—
5,410
20,944
1,761
5,415
22,700
28,115
6,303
21,812
2001201135 years
Arbor Terrace of AthensAthensGA—
1,767
16,442
632
1,777
17,064
18,841
3,092
15,749
1998201535 years
Arbor Terrace at CascadeAtlantaGA—
3,052
9,040
979
3,057
10,014
13,071
2,589
10,482
1999201535 years
Augusta GardensAugustaGA—
530
10,262
308
543
10,557
11,100
2,937
8,163
1997201135 years
Benton House of CovingtonCovingtonGA—
1,297
11,397
396
1,298
11,792
13,090
2,238
10,852
2009201535 years


 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition1
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 DecaturDecaturGA—
3,102
19,599
(668)1,298
20,735
22,033
3,681
18,352
1990201535 years
Benton House of DouglasvilleDouglasvilleGA—
1,697
15,542
175
1,697
15,717
17,414
2,856
14,558
2010201535 years
Elmcroft of MartinezMartinezGA—
408
6,764
825
408
7,589
7,997
2,556
5,441
1997200735 years
Benton House of NewnanNewnanGA—
1,474
17,487
299
1,487
17,773
19,260
3,164
16,096
2010201535 years
Elmcroft of RoswellRoswellGA—
1,867
15,835
385
1,867
16,220
18,087
2,789
15,298
1997201435 years
Benton Village of StockbridgeStockbridgeGA—
2,221
21,989
780
2,232
22,758
24,990
4,224
20,766
2008201535 years
Benton House of Sugar HillSugar HillGA—
2,173
14,937
189
2,181
15,118
17,299
2,899
14,400
2010201535 years
Villas of St. James - Breese, ILBreeseIL—
671
6,849
—
671
6,849
7,520
1,437
6,083
2009201535 years
Villas of Holly Brook - Chatham, ILChathamIL—
1,185
8,910
—
1,185
8,910
10,095
1,922
8,173
2012201535 years
Villas of Holly Brook - Effingham, ILEffinghamIL—
508
6,624
—
508
6,624
7,132
1,350
5,782
2011201535 years
Villas of Holly Brook - Herrin, ILHerrinIL—
2,175
9,605
—
2,175
9,605
11,780
2,387
9,393
2012201535 years
Villas of Holly Brook - Marshall, ILMarshallIL—
1,461
4,881
—
1,461
4,881
6,342
1,411
4,931
2012201535 years
Villas of Holly Brook - Newton, ILNewtonIL—
458
4,590
—
458
4,590
5,048
1,039
4,009
2011201535 years
Rochester Senior Living at WyndcrestRochesterIL—
570
6,536
194
570
6,730
7,300
1,375
5,925
2005201535 years
Villas of Holly Brook, Shelbyville, ILShelbyvilleIL—
2,292
3,351
—
2,292
3,351
5,643
1,552
4,091
2011201535 years
Elmcroft of MuncieMuncieIN—
244
11,218
593
277
11,778
12,055
4,204
7,851
1998200735 years
Wood RidgeSouth BendIN—
590
4,850
(35)590
4,815
5,405
1,332
4,073
1990201135 years
Elmcroft of Florence (KY)FlorenceKY—
1,535
21,826
677
1,544
22,494
24,038
3,845
20,193
2010201435 years
Hartland HillsLexingtonKY—
1,468
23,929
—
1,468
23,929
25,397
4,870
20,527
2001201335 years
Elmcroft of Mount WashingtonMount WashingtonKY—
758
12,048
764
758
12,812
13,570
2,214
11,356
2005201435 years
Clover HealthcareAuburnME—
1,400
26,895
876
1,400
27,771
29,171
7,825
21,346
1982201135 years
Gorham HouseGorhamME—
1,360
33,147
1,472
1,527
34,452
35,979
8,857
27,122
1990201135 years
Kittery EstatesKitteryME—
1,531
30,811
—
1,531
30,811
32,342
6,262
26,080
2009201335 years
Woods at CancoPortlandME—
1,441
45,578
—
1,441
45,578
47,019
9,244
37,775
2000201335 years
Sentry Inn at York HarborYork HarborME—
3,490
19,869
—
3,490
19,869
23,359
5,224
18,135
2000201135 years
Elmcroft of HagerstownHagerstownMD—
2,010
1,293
229
1,951
1,581
3,532
562
2,970
1999201135 years
Heritage WoodsAgawamMA—
1,249
4,625
—
1,249
4,625
5,874
2,680
3,194
1997200430 years
Devonshire EstatesLenoxMA—
1,832
31,124
—
1,832
31,124
32,956
6,333
26,623
1998201335 years
Elmcroft of DownriverBrownstown Charter TownshipMI—
320
32,652
1,249
371
33,850
34,221
8,860
25,361
2000201135 years
Independence Village of East LansingEast LansingMI—
1,956
18,122
398
1,956
18,520
20,476
4,295
16,181
1989201235 years
Primrose AustinAustinMN—
2,540
11,707
443
2,540
12,150
14,690
3,150
11,540
2002201135 years
Primrose DuluthDuluthMN—
6,190
8,296
257
6,245
8,498
14,743
2,483
12,260
2003201135 years
Primrose MankatoMankatoMN—
1,860
8,920
352
1,860
9,272
11,132
2,649
8,483
1999201135 years
Lodge at White BearWhite Bear LakeMN—
732
24,999
—
732
24,999
25,731
5,069
20,662
2002201335 years
Assisted Living at the Meadowlands - O'Fallon, MOO'FallonMO—
2,326
14,158
—
2,326
14,158
16,484
2,967
13,517
1999201535 years
Canyon Creek Inn Memory CareBillingsMT—
420
11,217
7
420
11,224
11,644
2,866
8,778
2011201135 years
Spring Creek Inn Alzheimer's CommunityBozemanMT—
1,345
16,877
—
1,345
16,877
18,222
1,598
16,624
2010201735 years
The Springs at MissoulaMissoulaMT15,922
1,975
34,390
2,076
1,975
36,466
38,441
8,444
29,997
2004201235 years


 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition1
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Crown PointeOmahaNE—
1,316
11,950
2,418
1,316
14,368
15,684
5,397
10,287
1985200535 years
Prestige Assisted Living at Mira LomaHendersonNV—
1,279
12,558
—
1,279
12,558
13,837
1,584
12,253
1998201635 years
Birch HeightsDerryNH—
1,413
30,267
—
1,413
30,267
31,680
6,150
25,530
2009201335 years
Bear Canyon EstatesAlbuquerqueNM—
1,879
36,223
—
1,879
36,223
38,102
7,364
30,738
1997201335 years
The Woodmark at UptownAlbuquerqueNM—
2,439
33,276
1,473
2,471
34,717
37,188
6,055
31,133
2000201535 years
Elmcroft of QuintessenceAlbuquerqueNM—
1,150
26,527
1,103
1,165
27,615
28,780
7,317
21,463
1998201135 years
The AmberleighBuffaloNY—
3,498
19,097
6,790
3,498
25,887
29,385
8,822
20,563
1988200535 years
Brookdale Battery Park CityNew YorkNY116,100
2,903
186,978
1,100
2,903
188,078
190,981
7,421
183,560
2000201835 years
The Hearth at Castle GardensVestalNY—
1,830
20,312
2,230
1,885
22,487
24,372
7,396
16,976
1994201135 years
Elmcroft of AsheboroAsheboroNC—
680
15,370
183
680
15,553
16,233
3,758
12,475
1998201135 years
Arbor Terrace of AshevilleAshevilleNC—
1,365
15,679
831
1,365
16,510
17,875
3,121
14,754
1998201535 years
Elmcroft of Little AvenueCharlotteNC—
250
5,077
441
250
5,518
5,768
2,053
3,715
1997200635 years
Elmcroft of Cramer MountainCramertonNC—
530
18,225
(67)530
18,158
18,688
4,438
14,250
1999201135 years
Elmcroft of HarrisburgHarrisburgNC—
1,660
15,130
299
1,660
15,429
17,089
3,710
13,379
1997201135 years
Elmcroft of Hendersonville (NC)HendersonvilleNC—
2,210
7,372
55
2,210
7,427
9,637
1,873
7,764
2005201135 years
Elmcroft of HillsboroughHillsboroughNC—
1,450
19,754
(56)1,450
19,698
21,148
4,870
16,278
2005201135 years
Willow GroveMatthewsNC—
763
27,544
—
763
27,544
28,307
5,584
22,723
2009201335 years
Elmcroft of NewtonNewtonNC—
540
14,935
133
540
15,068
15,608
3,643
11,965
2000201135 years
Independence Village of Olde RaleighRaleighNC—
1,989
18,648
—
1,989
18,648
20,637
4,296
16,341
1991201235 years
Elmcroft of NorthridgeRaleighNC—
184
3,592
2,029
207
5,598
5,805
1,666
4,139
1984200635 years
Elmcroft of SalisburySalisburyNC—
1,580
25,026
114
1,580
25,140
26,720
6,092
20,628
1999201135 years
Elmcroft of ShelbyShelbyNC—
660
15,471
11
660
15,482
16,142
3,797
12,345
2000201135 years
Elmcroft of Southern PinesSouthern PinesNC—
1,196
10,766
725
1,196
11,491
12,687
3,208
9,479
1998201035 years
Elmcroft of SouthportSouthportNC—
1,330
10,356
(17)1,330
10,339
11,669
2,597
9,072
2005201135 years
Primrose BismarckBismarckND—
1,210
9,768
255
1,210
10,023
11,233
2,709
8,524
1994201135 years
Wellington ALF - Minot NDMinotND—
3,241
9,509
—
3,241
9,509
12,750
2,465
10,285
2005201535 years
Elmcroft of LimaLimaOH—
490
3,368
471
490
3,839
4,329
1,420
2,909
1998200635 years
Elmcroft of OntarioMansfieldOH—
523
7,968
426
523
8,394
8,917
3,146
5,771
1998200635 years
Elmcroft of MedinaMedinaOH—
661
9,788
626
661
10,414
11,075
3,904
7,171
1999200635 years
Elmcroft of Washington TownshipMiamisburgOH—
1,235
12,611
656
1,235
13,267
14,502
4,972
9,530
1998200635 years
Elmcroft of Sagamore HillsSagamore HillsOH—
980
12,604
825
980
13,429
14,409
5,023
9,386
2000200635 years
Elmcroft of LorainVermilionOH—
500
15,461
1,116
557
16,520
17,077
4,786
12,291
2000201135 years
Gardens at Westlake Senior LivingWestlakeOH—
2,401
20,640
623
2,415
21,249
23,664
4,067
19,597
1987201535 years
Elmcroft of XeniaXeniaOH—
653
2,801
712
653
3,513
4,166
1,299
2,867
1999200635 years
Arbor House of MustangMustangOK—
372
3,587
—
372
3,587
3,959
808
3,151
1999201235 years
Arbor House of NormanNormanOK—
444
7,525
—
444
7,525
7,969
1,688
6,281
2000201235 years
Arbor House Reminisce CenterNormanOK—
438
3,028
—
438
3,028
3,466
685
2,781
2004201235 years
Arbor House of Midwest CityOklahoma CityOK—
544
9,133
—
544
9,133
9,677
2,049
7,628
2004201235 years
Mansion at WaterfordOklahoma CityOK—
2,077
14,184
—
2,077
14,184
16,261
3,347
12,914
1999201235 years


 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition1
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Meadowbrook PlaceBaker CityOR—
1,430
5,311
—
1,430
5,311
6,741
910
5,831
1965201435 years
Edgewood DownsBeavertonOR—
2,356
15,476
—
2,356
15,476
17,832
3,183
14,649
1978201335 years
Princeton Village Assisted LivingClackamasOR2,427
1,126
10,283
92
1,126
10,375
11,501
1,935
9,566
1999201535 years
Bayside Terrace Assisted LivingCoos BayOR—
498
2,795
519
498
3,314
3,812
699
3,113
2006201535 years
Ocean Ridge Assisted LivingCoos BayOR—
2,681
10,941
23
2,681
10,964
13,645
2,548
11,097
2006201535 years
Avamere at HillsboroHillsboroOR—
4,400
8,353
1,413
4,400
9,766
14,166
2,939
11,227
2000201135 years
The Springs at TanasbourneHillsboroOR31,754
4,689
55,035
—
4,689
55,035
59,724
13,789
45,935
2009201335 years
The Arbor at Avamere CourtKeizerOR—
922
6,460
110
1,135
6,357
7,492
1,326
6,166
2012201435 years
Pelican PointeKlamath FallsOR11,128
943
26,237
166
943
26,403
27,346
4,556
22,790
2011201535 years
The StaffordLake OswegoOR—
1,800
16,122
802
1,806
16,918
18,724
4,680
14,044
2008201135 years
The Springs at Clackamas WoodsMilwaukieOR14,238
1,264
22,429
3,194
1,381
25,506
26,887
5,574
21,313
1999201235 years
Clackamas Woods Assisted LivingMilwaukieOR7,666
681
12,077
—
681
12,077
12,758
2,829
9,929
1999201235 years
Pheasant Pointe Assisted LivingMolallaOR—
904
7,433
242
904
7,675
8,579
1,324
7,255
1998201535 years
Avamere at NewbergNewbergOR—
1,320
4,664
641
1,342
5,283
6,625
1,779
4,846
1999201135 years
Avamere Living at Berry ParkOregon CityOR—
1,910
4,249
2,316
1,910
6,565
8,475
2,217
6,258
1972201135 years
McLoughlin Place Senior LivingOregon CityOR—
2,418
26,819
—
2,418
26,819
29,237
4,537
24,700
1997201435 years
Avamere at BethanyPortlandOR—
3,150
16,740
257
3,150
16,997
20,147
4,691
15,456
2002201135 years
Cedar Village Assisted LivingSalemOR—
868
12,652
19
868
12,671
13,539
2,030
11,509
1999201535 years
Redwood Heights Assisted LivingSalemOR—
1,513
16,774
(175)1,513
16,599
18,112
2,657
15,455
1999201535 years
Avamere at SandySandyOR—
1,000
7,309
345
1,000
7,654
8,654
2,305
6,349
1999201135 years
Suzanne Elise ALFSeasideOR—
1,940
4,027
627
1,945
4,649
6,594
1,490
5,104
1998201135 years
Necanicum VillageSeasideOR—
2,212
7,311
270
2,212
7,581
9,793
1,367
8,426
2001201535 years
Avamere at SherwoodSherwoodOR—
1,010
7,051
638
1,010
7,689
8,699
2,228
6,471
2000201135 years
Chateau GardensSpringfieldOR—
1,550
4,197
—
1,550
4,197
5,747
1,123
4,624
1991201135 years
Avamere at St HelensSt. HelensOR—
1,410
10,496
502
1,410
10,998
12,408
3,195
9,213
2000201135 years
Flagstone Senior LivingThe DallesOR—
1,631
17,786
—
1,631
17,786
19,417
3,003
16,414
1991201435 years
Elmcroft of Allison ParkAllison ParkPA—
1,171
5,686
391
1,171
6,077
7,248
2,255
4,993
1986200635 years
Elmcroft of ChippewaBeaver FallsPA—
1,394
8,586
519
1,394
9,105
10,499
3,365
7,134
1998200635 years
Elmcroft of BerwickBerwickPA—
111
6,741
396
111
7,137
7,248
2,642
4,606
1998200635 years
Elmcroft of BridgevilleBridgevillePA—
1,660
12,624
585
1,660
13,209
14,869
3,294
11,575
1999201135 years
Elmcroft of DillsburgDillsburgPA—
432
7,797
543
432
8,340
8,772
3,091
5,681
1998200635 years
Elmcroft of AltoonaDuncansvillePA—
331
4,729
540
331
5,269
5,600
1,931
3,669
1997200635 years
Elmcroft of LebanonLebanonPA—
240
7,336
481
249
7,808
8,057
2,926
5,131
1999200635 years
Elmcroft of LewisburgLewisburgPA—
232
5,666
512
232
6,178
6,410
2,264
4,146
1999200635 years
Lehigh CommonsMacungiePA—
420
4,406
450
420
4,856
5,276
2,895
2,381
1997200430 years
Elmcroft of LoyalsockMontoursvillePA—
413
3,412
443
413
3,855
4,268
1,439
2,829
1999200635 years
Highgate at Paoli PointePaoliPA—
1,151
9,079
—
1,151
9,079
10,230
4,933
5,297
1997200430 years
Elmcroft of Mid ValleyPeckvillePA—
619
11,662
285
619
11,947
12,566
2,013
10,553
1998201435 years
Sanatoga CourtPottstownPA—
360
3,233
—
360
3,233
3,593
1,807
1,786
1997200430 years


 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition1
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Berkshire CommonsReadingPA—
470
4,301
—
470
4,301
4,771
2,401
2,370
1997200430 years
Mifflin CourtReadingPA—
689
4,265
351
689
4,616
5,305
2,368
2,937
1997200435 years
Elmcroft of ReadingReadingPA—
638
4,942
422
638
5,364
6,002
1,977
4,025
1998200635 years
Elmcroft of ReedsvilleReedsvillePA—
189
5,170
437
189
5,607
5,796
2,083
3,713
1998200635 years
Elmcroft of ShippensburgShippensburgPA—
203
7,634
514
209
8,142
8,351
3,014
5,337
1999200635 years
Elmcroft of State CollegeState CollegePA—
320
7,407
389
320
7,796
8,116
2,912
5,204
1997200635 years
Elmcroft of YorkYorkPA—
1,260
6,923
232
1,260
7,155
8,415
1,810
6,605
1999201135 years
The Garden HouseAndersonSC—
969
15,613
236
974
15,844
16,818
2,933
13,885
2000201535 years
Forest PinesColumbiaSC—
1,058
27,471
—
1,058
27,471
28,529
5,576
22,953
1998201335 years
Elmcroft of Florence SCFlorenceSC—
108
7,620
1,095
122
8,701
8,823
3,283
5,540
1998200635 years
Carolina Gardens at Garden CityMurrells InletSC—
1,095
8,618
—
1,095
8,618
9,713
27
9,686
1999201935 years
Carolina Gardens at Rock HillRock HillSC—
790
9,568
—
790
9,568
10,358
30
10,328
2008201935 years
Primrose AberdeenAberdeenSD—
850
659
235
850
894
1,744
472
1,272
1991201135 years
Primrose PlaceAberdeenSD—
310
3,242
53
310
3,295
3,605
912
2,693
2000201135 years
Primrose Rapid CityRapid CitySD—
860
8,722
88
860
8,810
9,670
2,446
7,224
1997201135 years
Primrose Sioux FallsSioux FallsSD—
2,180
12,936
315
2,180
13,251
15,431
3,731
11,700
2002201135 years
Elmcroft of BristolBristolTN—
470
16,006
411
470
16,417
16,887
4,014
12,873
1999201135 years
Elmcroft of Hamilton PlaceChattanoogaTN—
87
4,248
494
87
4,742
4,829
1,763
3,066
1998200635 years
Elmcroft of ShallowfordChattanoogaTN—
580
7,568
1,070
585
8,633
9,218
2,781
6,437
1999201135 years
Elmcroft of HendersonvilleHendersonvilleTN—
600
5,304
836
600
6,140
6,740
1,054
5,686
1999201435 years
Regency HouseHixsonTN—
140
6,611
—
140
6,611
6,751
1,764
4,987
2000201135 years
Elmcroft of JacksonJacksonTN—
768
16,840
885
786
17,707
18,493
3,027
15,466
1998201435 years
Elmcroft of Johnson CityJohnson CityTN—
590
10,043
372
601
10,404
11,005
2,552
8,453
1999201135 years
Elmcroft of KingsportKingsportTN—
22
7,815
571
22
8,386
8,408
3,117
5,291
2000200635 years
Arbor Terrace of KnoxvilleKnoxvilleTN—
590
15,862
1,009
590
16,871
17,461
3,176
14,285
1997201535 years
Elmcroft of West KnoxvilleKnoxvilleTN—
439
10,697
862
456
11,542
11,998
4,321
7,677
2000200635 years
Elmcroft of HallsKnoxvilleTN—
387
4,948
506
387
5,454
5,841
958
4,883
1998201435 years
Elmcroft of LebanonLebanonTN—
180
7,086
1,098
200
8,164
8,364
3,077
5,287
2000200635 years
Elmcroft of BartlettMemphisTN—
570
25,552
1,073
570
26,625
27,195
7,054
20,141
1999201135 years
Kennington PlaceMemphisTN—
1,820
4,748
815
1,820
5,563
7,383
2,467
4,916
1989201135 years
The GlenmaryMemphisTN—
510
5,860
3,124
510
8,984
9,494
2,624
6,870
1964201135 years
Elmcroft of MurfreesboroMurfreesboroTN—
940
8,030
228
940
8,258
9,198
2,044
7,154
1999201135 years
Elmcroft of BrentwoodNashvilleTN—
960
22,020
1,807
973
23,814
24,787
6,449
18,338
1998201135 years
Elmcroft of ArlingtonArlingtonTX—
2,650
14,060
1,038
2,654
15,094
17,748
4,406
13,342
1998201135 years
Meadowbrook ALZArlingtonTX—
755
4,677
940
755
5,617
6,372
1,250
5,122
2012201235 years
Elmcroft of AustinAustinTX—
2,770
25,820
1,274
2,770
27,094
29,864
7,345
22,519
2000201135 years
Elmcroft of BedfordBedfordTX—
770
19,691
1,554
770
21,245
22,015
5,885
16,130
1999201135 years
Highland EstatesCedar ParkTX—
1,679
28,943
—
1,679
28,943
30,622
5,888
24,734
2009201335 years
Elmcroft of RivershireConroeTX—
860
32,671
1,163
860
33,834
34,694
9,074
25,620
1997201135 years


 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition1
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Flower MoundFlower MoundTX—
900
5,512
—
900
5,512
6,412
1,499
4,913
1995201135 years
Bridgewater Memory CareGranburyTX—
390
8,186
—
390
8,186
8,576
1,834
6,742
2007201235 years
Copperfield EstatesHoustonTX—
1,216
21,135
—
1,216
21,135
22,351
4,299
18,052
2009201335 years
Elmcroft of BraeswoodHoustonTX—
3,970
15,919
1,417
3,970
17,336
21,306
4,942
16,364
1999201135 years
Elmcroft of Cy-FairHoustonTX—
1,580
21,801
1,358
1,593
23,146
24,739
6,213
18,526
1998201135 years
Whitley PlaceKellerTX—
—
5,100
773
—
5,873
5,873
1,902
3,971
1998200835 years
Elmcroft of Lake JacksonLake JacksonTX—
710
14,765
1,209
710
15,974
16,684
4,462
12,222
1998201135 years
Polo Park EstatesMidlandTX—
765
29,447
—
765
29,447
30,212
5,969
24,243
1996201335 years
Arbor Hills Memory Care CommunityPlanoTX—
1,014
5,719
—
1,014
5,719
6,733
1,206
5,527
2013201335 years
Lakeshore Assisted Living and Memory CareRockwallTX—
1,537
12,883
—
1,537
12,883
14,420
2,908
11,512
2009201235 years
Elmcroft of WindcrestSan AntonioTX—
920
13,011
1,058
925
14,064
14,989
4,144
10,845
1999201135 years
Paradise SpringsSpringTX—
1,488
24,556
—
1,488
24,556
26,044
4,997
21,047
2008201335 years
Canyon Creek Memory CareTempleTX—
473
6,750
—
473
6,750
7,223
1,516
5,707
2008201235 years
Elmcroft of CottonwoodTempleTX—
630
17,515
1,005
630
18,520
19,150
5,101
14,049
1997201135 years
Elmcroft of MainlandTexas CityTX—
520
14,849
1,273
523
16,119
16,642
4,533
12,109
1996201135 years
Elmcroft of VictoriaVictoriaTX—
440
13,040
1,182
446
14,216
14,662
3,996
10,666
1997201135 years
Windsor Court Senior LivingWeatherfordTX—
233
3,347
—
233
3,347
3,580
752
2,828
1994201235 years
Elmcroft of WhartonWhartonTX—
320
13,799
1,011
320
14,810
15,130
4,340
10,790
1996201135 years
Mountain RidgeSouth OgdenUT—
1,243
24,659
99
1,243
24,758
26,001
4,140
21,861
2001201435 years
Elmcroft of ChesterfieldRichmondVA—
829
6,534
556
836
7,083
7,919
2,639
5,280
1999200635 years
Pheasant RidgeRoanokeVA—
1,813
9,027
—
1,813
9,027
10,840
2,130
8,710
1999201235 years
Cascade Valley Senior LivingArlingtonWA—
1,413
6,294
—
1,413
6,294
7,707
1,059
6,648
1995201435 years
The Bellingham at OrchardBellinghamWA—
3,383
17,553
(10)3,381
17,545
20,926
2,684
18,242
1999201535 years
Bay Pointe RetirementBremertonWA—
2,114
21,006
(23)2,114
20,983
23,097
3,160
19,937
1999201535 years
Edmonds LandingEdmondsWA—
4,273
27,852
(188)4,273
27,664
31,937
4,029
27,908
2001201535 years
The Terrace at Beverly LakeEverettWA—
1,515
12,520
35
1,514
12,556
14,070
1,902
12,168
1998201535 years
Madison HouseKirklandWA—
4,291
26,787
782
4,351
27,509
31,860
2,596
29,264
1978201735 years
Delaware PlazaLongviewWA4,021
620
5,116
136
815
5,057
5,872
582
5,290
1972201735 years
Canterbury GardensLongviewWA5,451
444
13,715
157
444
13,872
14,316
1,300
13,016
1998201735 years
Canterbury InnLongviewWA14,568
1,462
34,664
837
1,462
35,501
36,963
3,317
33,646
1989201735 years
Canterbury ParkLongviewWA—
969
30,109
—
969
30,109
31,078
2,836
28,242
2000201735 years
Bishop Place Senior LivingPullmanWA—
1,780
33,608
—
1,780
33,608
35,388
5,556
29,832
1998201435 years
Willow GardensPuyallupWA—
1,959
35,492
—
1,959
35,492
37,451
7,218
30,233
1996201335 years
Clearwater SpringsVancouverWA—
1,269
9,840
(126)1,269
9,714
10,983
1,599
9,384
2003201535 years
Cascade InnVancouverWA12,378
3,201
19,024
2,321
3,527
21,019
24,546
2,263
22,283
1979201735 years
The Hampton & Ashley InnVancouverWA—
1,855
21,047
—
1,855
21,047
22,902
1,974
20,928
1992201735 years
The Hampton at Salmon CreekVancouverWA11,636
1,256
21,686
—
1,256
21,686
22,942
1,852
21,090
2013201735 years
Elmcroft of Teays ValleyHurricaneWV—
1,950
14,489
365
1,955
14,849
16,804
3,657
13,147
1999201135 years


 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition1
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 MartinsburgMartinsburgWV—
248
8,320
699
248
9,019
9,267
3,315
5,952
1999200635 years
Matthews of Appleton IAppletonWI—
130
1,834
(41)130
1,793
1,923
527
1,396
1996201135 years
Matthews of Appleton IIAppletonWI—
140
2,016
301
140
2,317
2,457
651
1,806
1997201135 years
Hunters RidgeBeaver DamWI—
260
2,380
—
260
2,380
2,640
667
1,973
1998201135 years
Azura Memory Care of BeloitBeloitWI—
150
4,356
427
191
4,742
4,933
1,202
3,731
1990201135 years
Azura Memory Care of ClintonClintonWI—
290
4,390
—
290
4,390
4,680
1,147
3,533
1991201135 years
CreeksideCudahyWI—
760
1,693
—
760
1,693
2,453
509
1,944
2001201135 years
Azura Memory Care of Eau ClaireEau ClaireWI—
210
6,259
—
210
6,259
6,469
1,609
4,860
1996201135 years
Azura Memory Care of Eau Claire IIEau ClaireWI—
1,188
6,654
—
1,188
6,654
7,842
201
7,641
2019201935 years
Chapel ValleyFitchburgWI—
450
2,372
—
450
2,372
2,822
673
2,149
1998201135 years
Matthews of Milwaukee IIFox PointWI—
1,810
943
37
1,820
970
2,790
397
2,393
1999201135 years
Laurel OaksGlendaleWI—
2,390
43,587
5,130
2,510
48,597
51,107
12,828
38,279
1988201135 years
Layton TerraceGreenfieldWI—
3,490
39,201
566
3,480
39,777
43,257
10,562
32,695
1999201135 years
Matthews of HartlandHartlandWI—
640
1,663
43
652
1,694
2,346
601
1,745
1985201135 years
Matthews of HoriconHoriconWI—
340
3,327
(95)345
3,227
3,572
1,018
2,554
2002201135 years
JeffersonJeffersonWI—
330
2,384
—
330
2,384
2,714
668
2,046
1997201135 years
Azura Memory Care of KenoshaKenoshaWI—
710
3,254
3,765
1,165
6,564
7,729
1,656
6,073
1996201135 years
Azura Memory Care of ManitowocManitowocWI—
140
1,520
—
140
1,520
1,660
418
1,242
1997201135 years
The ArboretumMenomonee FallsWI—
5,640
49,083
2,158
5,640
51,241
56,881
14,173
42,708
1989201135 years
Matthews of Milwaukee IMilwaukeeWI—
1,800
935
119
1,800
1,054
2,854
416
2,438
1999201135 years
Hart Park SquareMilwaukeeWI—
1,900
21,628
69
1,900
21,697
23,597
5,749
17,848
2005201135 years
Azura Memory Care of MonroeMonroeWI—
490
4,964
—
490
4,964
5,454
1,309
4,145
1990201135 years
Matthews of Neenah INeenahWI—
710
1,157
64
713
1,218
1,931
439
1,492
2006201135 years
Matthews of Neenah IINeenahWI—
720
2,339
(50)720
2,289
3,009
743
2,266
2007201135 years
Matthews of Irish RoadNeenahWI—
320
1,036
87
320
1,123
1,443
412
1,031
2001201135 years
Matthews of Oak CreekOak CreekWI—
800
2,167
(2)812
2,153
2,965
655
2,310
1997201135 years
Azura Memory Care of Oak CreekOak CreekWI—
733
6,248
11
733
6,259
6,992
940
6,052
2017201735 years
Azura Memory Care of OconomowocOconomowocWI—
400
1,596
4,674
709
5,961
6,670
1,176
5,494
2016201535 years
Wilkinson Woods of OconomowocOconomowocWI—
1,100
12,436
157
1,100
12,593
13,693
3,342
10,351
1992201135 years
Azura Memory Care of OshkoshOshkoshWI—
190
949
—
190
949
1,139
319
820
1993201135 years
Matthews of PewaukeePewaukeeWI—
1,180
4,124
206
1,197
4,313
5,510
1,354
4,156
2001201135 years
Azura Memory Care of SheboyganSheboyganWI—
1,060
6,208
1,400
1,060
7,608
8,668
1,648
7,020
1995201135 years
Matthews of St. Francis ISt. FrancisWI—
1,370
1,428
(113)1,389
1,296
2,685
457
2,228
2000201135 years
Matthews of St. Francis IISt. FrancisWI—
1,370
1,666
15
1,377
1,674
3,051
550
2,501
2000201135 years
Howard Village of St. FrancisSt. FrancisWI—
2,320
17,232
—
2,320
17,232
19,552
4,649
14,903
2001201135 years
Azura Memory Care of StoughtonStoughtonWI—
450
3,191
—
450
3,191
3,641
896
2,745
1992201135 years
Oak Hill TerraceWaukeshaWI—
2,040
40,298
—
2,040
40,298
42,338
10,726
31,612
1985201135 years
Azura Memory Care of WausauWausauWI—
350
3,413
—
350
3,413
3,763
909
2,854
1997201135 years


 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition1
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Library SquareWest AllisWI—
1,160
23,714
—
1,160
23,714
24,874
6,240
18,634
1996201135 years
Matthews of WrightstownWrightstownWI—
140
376
12
140
388
528
182
346
1999201135 years
Garden Square Assisted Living of CasperCasperWY—
355
3,197
—
355
3,197
3,552
814
2,738
1996201135 years
Whispering ChaseCheyenneWY—
1,800
20,354
—
1,800
20,354
22,154
4,156
17,998
2008201335 years
Ashridge CourtBexhill-on-SeaSXE—
2,274
4,791
(705)2,047
4,313
6,360
837
5,523
2010201540 years
Inglewood Nursing HomeEastbourneSXE—
1,908
3,021
(491)1,718
2,720
4,438
608
3,830
2010201540 years
Pentlow Nursing HomeEastbourneSXE—
1,964
2,462
(441)1,768
2,217
3,985
526
3,459
2007201540 years
Willows Care HomeRomfordESX—
4,695
6,983
(1,164)4,227
6,287
10,514
1,119
9,395
1986201540 years
Cedars Care HomeSouthend-on-SeaESX—
2,649
4,925
(755)2,385
4,434
6,819
813
6,006
2014201540 years
Mayflower Care HomeNorthfleetGSD—
4,330
7,519
(1,180)3,899
6,770
10,669
1,228
9,441
2012201540 years
Maples Care HomeBexleyheathKNT—
5,042
7,525
(1,252)4,540
6,775
11,315
1,217
10,098
2007201540 years
Barty House Nursing HomeMaidstoneKNT—
3,769
3,089
(683)3,393
2,782
6,175
674
5,501
2013201540 years
Tunbridge Wells Care CentreTunbridge WellsKNT—
4,323
5,869
(1,016)3,892
5,284
9,176
982
8,194
2010201540 years
Heathlands Care HomeChingfordLON—
5,398
7,967
(1,332)4,860
7,173
12,033
1,315
10,718
1980201540 years
Hampton CareHamptonMDX—
4,119
29,021
(2,154)3,852
27,134
30,986
2,107
28,879
2007201740 years
Parkfield House Nursing HomeUxbridgeMDX—
1,974
1,009
(194)1,846
943
2,789
93
2,696
2000201740 years
BoréaBlainvilleQC36,125
2,678
56,643
—
2,678
56,643
59,321
448
58,873
2016201957 years
CaléoBouchervilleQC38,090
6,009
71,056
—
6,009
71,056
77,065
527
76,538
2018201959 years
L'AvantageBrossardQC20,606
8,771
44,920
—
8,771
44,920
53,691
394
53,297
2011201952 years
SeväCandiacQC47,744
4,030
64,251
—
4,030
64,251
68,281
475
67,806
2018201959 years
L'InitialGatineauQC36,953
6,720
62,928
—
6,720
62,928
69,648
478
69,170
2019201960 years
La Croisée de l'EstGranbyQC15,856
1,136
40,998
—
1,136
40,998
42,134
374
41,760
2009201950 years
AmbianceIle-des-Soeurs, VerdunQC21,657
5,007
51,624
—
5,007
51,624
56,631
470
56,161
2005201946 years
Le SavignonLachineQC26,429
5,271
46,919
—
5,271
46,919
52,190
390
51,800
2013201954 years
Le CavalierLasalleQC15,744
5,892
38,926
—
5,892
38,926
44,818
393
44,425
2004201945 years
Quartier SudLévisQC30,213
1,933
47,731
—
1,933
47,731
49,664
374
49,290
2015201956 years
MargoLévisQC36,653
2,034
63,523
—
2,034
63,523
65,557
472
65,085
2017201960 years
Les Promenades du ParcLongueuilQC22,562
5,832
47,101
—
5,832
47,101
52,933
461
52,472
2006201947 years
ElogiaMontréalQC27,124
2,808
55,175
—
2,808
55,175
57,983
456
57,527
2007201948 years
Les Jardins MillenMontréalQC28,728
4,325
82,121
—
4,325
82,121
86,446
634
85,812
2012201953 years
Le 22MontréalQC39,428
6,728
70,601
—
6,728
70,601
77,329
540
76,789
2016201957 years
Station EstMontréalQC44,471
4,660
59,110
—
4,660
59,110
63,770
469
63,301
2017201958 years
OraMontréalQC50,995
10,282
82,095
—
10,282
82,095
92,377
575
91,802
2019201960 years
Elogia IIMontréalQC13,279
2,519
25,244
—
2,519
25,244
27,763
—
27,763
CIPCIPCIP
Le Quartier Mont-St-HilaireMont-Saint-HilaireQC14,649
1,020
32,554
—
1,020
32,554
33,574
311
33,263
2008201949 years
L'Image d'OutremontOutremontQC16,424
4,565
32,030
—
4,565
32,030
36,595
280
36,315
2008201949 years


 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition1
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Le GibraltarQuébecQC21,145
1,191
42,766
—
1,191
42,766
43,957
350
43,607
2013201954 years
ÉklaQuébecQC53,306
2,256
87,772
—
2,256
87,772
90,028
653
89,375
2017201957 years
Le Notre-DameRepentignyQC14,512
3,290
41,474
—
3,290
41,474
44,764
435
44,329
2002201943 years
Vent de l'OuestSainte-GenevièveQC13,023
4,713
32,526
—
4,713
32,526
37,239
334
36,905
2007201948 years
Les Verrières du GolfSaint-LaurentQC11,556
5,183
44,363
—
5,183
44,363
49,546
429
49,117
2003201944 years
Les Jardins du CampanileShawiniganQC12,196
578
16,580
—
578
16,580
17,158
202
16,956
2007201948 years
VÜSherbrookeQC35,893
706
58,073
—
706
58,073
58,779
450
58,329
2015201956 years
La Cité des ToursSt-Jean-sur-RichelieuQC22,328
1,744
44,357
—
1,744
44,357
46,101
395
45,706
2012201953 years
IVVISt-LaurentQC20,904
4,730
41,459
—
4,730
41,459
46,189
—
46,189
CIPCIPCIP
VASTSt-LaurentQC12,121
3,847
30,401
—
3,847
30,401
34,248
—
34,248
CIPCIPCIP
CorneliusSt-LaurentQC—
7,480
13,066
—
7,480
13,066
20,546
—
20,546
CIPCIPCIP
LizSt-LaurentQC10,665
11,534
17,335
—
11,534
17,335
28,869
—
28,869
CIPCIPCIP
FloréaTerrebonneQC42,207
3,275
63,246
—
3,275
63,246
66,521
503
66,018
2016201957 years
Le Félix Vaudreuil-DorionVaudreuil-DorionQC16,201
7,531
34,624
—
7,531
34,624
42,155
332
41,823
2010201951 years
TOTAL FOR OTHER SENIORS HOUSING COMMUNITIES  1,145,360
628,999
6,210,124
156,472
624,012
6,371,583
6,995,595
1,090,105
5,905,490
   
TOTAL FOR SENIORS HOUSING COMMUNITIES  1,450,240
1,594,669
15,238,274
932,063
1,608,280
16,156,726
17,765,006
4,280,453
13,484,553
   
MEDICAL OFFICE BUILDINGS              
St. Vincent's Medical Center East #46BirminghamAL—
—
25,298
4,899
—
30,197
30,197
11,335
18,862
2005201035 years
St. Vincent's Medical Center East #48BirminghamAL—
—
12,698
914
—
13,612
13,612
4,546
9,066
1989201035 years
St. Vincent's Medical Center East #52BirminghamAL—
—
7,608
1,732
—
9,340
9,340
3,867
5,473
1985201035 years
Crestwood Medical PavilionHuntsvilleAL2,215
625
16,178
472
625
16,650
17,275
4,914
12,361
1994201135 years
West Valley Medical CenterBuckeye1AZ—
3,348
5,233
—
3,348
5,233
8,581
1,306
7,275
2011201531 years
Canyon Springs Medical PlazaGilbertAZ—
—
27,497
601
—
28,098
28,098
7,640
20,458
2007201235 years
Mercy Gilbert Medical Plaza 1GilbertAZ—
720
11,277
1,460
772
12,685
13,457
4,401
9,056
2007201135 years
Mercy Gilbert Medical Plaza IIGilbertAZ15,033
—
18,610
—
—
18,610
18,610
281
18,329
2019201935 years
Thunderbird Paseo Medical PlazaGlendaleAZ—
—
12,904
1,305
20
14,189
14,209
3,915
10,294
1997201135 years
Thunderbird Paseo Medical Plaza IIGlendaleAZ—
—
8,100
839
20
8,919
8,939
2,544
6,395
2001201135 years
Arrowhead Physicians PlazaGlendaleAZ10,186
308
19,671
65
308
19,736
20,044
762
19,282
2004201835 years
1432 S DobsonMesaAZ—
—
32,768
1,015
—
33,783
33,783
7,109
26,674
2003201335 years
1450 S DobsonMesaAZ—
—
11,923
1,271
4
13,190
13,194
3,501
9,693
1977201135 years
1500 S DobsonMesaAZ—
—
7,395
2,150
4
9,541
9,545
2,434
7,111
1980201135 years
1520 S DobsonMesaAZ—
—
13,665
1,991
—
15,656
15,656
4,406
11,250
1986201135 years
Deer Valley Medical Office Building IIPhoenixAZ—
—
22,663
1,524
14
24,173
24,187
6,345
17,842
2002201135 years
Deer Valley Medical Office Building IIIPhoenixAZ—
—
19,521
492
12
20,001
20,013
5,597
14,416
2009201135 years
Papago Medical ParkPhoenixAZ—
—
12,172
2,202
—
14,374
14,374
4,148
10,226
1989201135 years


 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition1
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 CenterPhoenixAZ—
2,800
10,150
—
2,800
10,150
12,950
1,898
11,052
2006201535 years
Davita Dialysis - Marked TreeMarked TreeAR—
179
1,580
—
179
1,580
1,759
320
1,439
2009201535 years
Burbank Medical Plaza IBurbankCA—
1,241
23,322
2,094
1,268
25,389
26,657
8,022
18,635
2004201135 years
Burbank Medical Plaza IIBurbankCA32,328
491
45,641
586
497
46,221
46,718
12,661
34,057
2008201135 years
Eden Medical PlazaCastro ValleyCA—
258
2,455
416
328
2,801
3,129
1,513
1,616
1998201125 years
Sutter Medical CenterCastro ValleyCA—
—
25,088
1,415
—
26,503
26,503
5,328
21,175
2012201235 years
United Healthcare - CypressCypressCA—
12,883
38,309
7
12,883
38,316
51,199
9,126
42,073
1985201529 years
NorthBay Corporate HeadquartersFairfieldCA—
—
19,187
—
—
19,187
19,187
4,286
14,901
2008201235 years
Gateway Medical PlazaFairfieldCA—
—
12,872
328
—
13,200
13,200
2,893
10,307
1986201235 years
Solano NorthBay Health PlazaFairfieldCA—
—
8,880
39
—
8,919
8,919
1,988
6,931
1990201235 years
NorthBay Healthcare MOBFairfieldCA—
—
8,507
2,280
—
10,787
10,787
3,149
7,638
2014201335 years
UC Davis Medical GroupFolsomCA—
1,873
10,156
224
1,873
10,380
12,253
2,076
10,177
1995201535 years
Verdugo Hills Medical Bulding IGlendaleCA—
6,683
9,589
2,298
6,726
11,844
18,570
4,890
13,680
1972201223 years
Verdugo Hills Medical Bulding IIGlendaleCA—
4,464
3,731
2,809
4,514
6,490
11,004
3,408
7,596
1987201219 years
Grossmont Medical TerraceLa MesaCA—
88
14,192
322
88
14,514
14,602
1,872
12,730
2008201635 years
Los Alamitos Medical & Wellness PavilionLos AlamitosCA11,838
488
31,720
22
488
31,742
32,230
1,226
31,004
2013201835 years
St. Francis Lynwood MedicalLynwoodCA—
688
8,385
1,857
697
10,233
10,930
4,396
6,534
1993201132 years
Facey Mission HillsMission HillsCA—
15,468
30,116
4,729
15,468
34,845
50,313
7,077
43,236
2012201235 years
Mission Medical PlazaMission ViejoCA54,019
1,916
77,022
1,838
1,916
78,860
80,776
22,403
58,373
2007201135 years
St Joseph Medical TowerOrangeCA43,121
1,752
61,647
2,745
1,761
64,383
66,144
18,307
47,837
2008201135 years
Huntington PavilionPasadenaCA—
3,138
83,412
10,142
3,138
93,554
96,692
32,070
64,622
2009201135 years
Western University of Health Sciences Medical PavilionPomonaCA—
91
31,523
—
91
31,523
31,614
8,496
23,118
2009201135 years
Pomerado Outpatient PavilionPowayCA—
3,233
71,435
3,108
3,233
74,543
77,776
23,174
54,602
2007201135 years
San Bernardino Medical Plaza ISan BernadinoCA—
789
11,133
1,511
797
12,636
13,433
11,424
2,009
1971201127 years
San Bernardino Medical Plaza IISan BernadinoCA—
416
5,625
1,165
421
6,785
7,206
3,712
3,494
1988201126 years
Sutter Van NessSan FranciscoCA102,249
—
157,404
—
—
157,404
157,404
3,517
153,887
CIPCIPCIP
San Gabriel Valley Medical PlazaSan GabrielCA—
914
5,510
948
963
6,409
7,372
2,969
4,403
2004201135 years
Santa Clarita Valley Medical PlazaSanta ClaritaCA21,370
9,708
20,020
1,951
9,782
21,897
31,679
6,802
24,877
2005201135 years
Kenneth E Watts Medical PlazaTorranceCA—
262
6,945
3,435
343
10,299
10,642
4,679
5,963
1989201123 years
Vaca Valley Health PlazaVacavilleCA—
—
9,634
716
—
10,350
10,350
2,184
8,166
1988201235 years
NorthBay Center For Primary Care - VacavilleVacavilleCA—
777
5,632
300
777
5,932
6,709
468
6,241
1998201735 years
Potomac Medical PlazaAuroraCO—
2,401
9,118
4,190
2,800
12,909
15,709
6,594
9,115
1986200735 years
Briargate Medical CampusColorado SpringsCO—
1,238
12,301
1,134
1,269
13,404
14,673
5,443
9,230
2002200735 years
Printers Park Medical PlazaColorado SpringsCO—
2,641
47,507
3,367
2,652
50,863
53,515
20,884
32,631
1999200735 years
Green Valley Ranch MOBDenverCO5,130
—
12,139
1,177
235
13,081
13,316
2,703
10,613
2007201235 years
Community Physicians PavilionLafayetteCO—
—
10,436
1,801
—
12,237
12,237
4,529
7,708
2004201035 years


 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition1
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Exempla Good Samaritan Medical CenterLafayetteCO—
—
4,393
(75)—
4,318
4,318
751
3,567
2013201335 years
Dakota RidgeLittletonCO—
2,540
12,901
2,027
2,549
14,919
17,468
2,487
14,981
2007201535 years
Avista Two Medical PlazaLouisvilleCO—
—
17,330
1,882
—
19,212
19,212
7,333
11,879
2003200935 years
The Sierra Medical BuildingParkerCO—
1,444
14,059
3,366
1,516
17,353
18,869
8,074
10,795
2009200935 years
Crown Point Healthcare PlazaParkerCO—
852
5,210
167
855
5,374
6,229
1,256
4,973
2008201335 years
Lutheran Medical Office Building IIWheat RidgeCO—
—
2,655
1,324
—
3,979
3,979
1,834
2,145
1976201035 years
Lutheran Medical Office Building IVWheat RidgeCO—
—
7,266
2,431
—
9,697
9,697
3,417
6,280
1991201035 years
Lutheran Medical Office Building IIIWheat RidgeCO—
—
11,947
1,673
—
13,620
13,620
4,327
9,293
2004201035 years
DePaul Professional Office BuildingWashingtonDC—
—
6,424
2,724
—
9,148
9,148
4,256
4,892
1987201035 years
Providence Medical Office BuildingWashingtonDC—
—
2,473
1,214
—
3,687
3,687
1,838
1,849
1975201035 years
RTS Cape CoralCape CoralFL—
368
5,448
—
368
5,448
5,816
1,596
4,220
1984201134 years
RTS Ft. MyersFort MyersFL—
1,153
4,127
—
1,153
4,127
5,280
1,451
3,829
1989201131 years
RTS Key WestKey WestFL—
486
4,380
—
486
4,380
4,866
1,146
3,720
1987201135 years
JFK Medical PlazaLake WorthFL—
453
1,711
(147)—
2,017
2,017
921
1,096
1999200435 years
East Pointe Medical PlazaLehigh AcresFL—
327
11,816
—
327
11,816
12,143
2,039
10,104
1994201535 years
Palms West Building 6LoxahatcheeFL—
965
2,678
(811)—
2,832
2,832
1,286
1,546
2000200435 years
Bay Medical PlazaLynn HavenFL—
4,215
15,041
(13,601)3,644
2,011
5,655
2,376
3,279
2003201535 years
RTS NaplesNaplesFL—
1,152
3,726
—
1,152
3,726
4,878
1,105
3,773
1999201135 years
Bay Medical CenterPanama CityFL—
82
17,400
(10,999)25
6,458
6,483
2,389
4,094
1987201535 years
RTS Pt. CharlottePt CharlotteFL—
966
4,581
—
966
4,581
5,547
1,423
4,124
1985201134 years
RTS SarasotaSarasotaFL—
1,914
3,889
—
1,914
3,889
5,803
1,274
4,529
1996201135 years
Capital Regional MOB ITallahasseeFL—
590
8,773
(324)193
8,846
9,039
1,386
7,653
1998201535 years
Athens Medical ComplexAthensGA—
2,826
18,339
45
2,826
18,384
21,210
3,274
17,936
2011201535 years
Doctors Center at St. Joseph's HospitalAtlantaGA—
545
80,152
23,318
545
103,470
104,015
20,024
83,991
1978201520 years
Augusta POB IAugustaGA—
233
7,894
2,364
233
10,258
10,491
6,069
4,422
1978201214 years
Augusta POB IIAugustaGA—
735
13,717
4,211
735
17,928
18,663
6,530
12,133
1987201223 years
Augusta POB IIIAugustaGA—
535
3,857
828
535
4,685
5,220
2,404
2,816
1994201222 years
Augusta POB IVAugustaGA—
675
2,182
2,190
691
4,356
5,047
2,301
2,746
1995201223 years
Cobb Physicians CenterAustellGA—
1,145
16,805
1,664
1,145
18,469
19,614
6,715
12,899
1992201135 years
Summit Professional Plaza IBrunswickGA—
1,821
2,974
286
1,821
3,260
5,081
3,395
1,686
2004201231 years
Summit Professional Plaza IIBrunswickGA—
981
13,818
252
981
14,070
15,051
4,413
10,638
1998201235 years
Fayette MOBFayettevilleGA—
895
20,669
829
895
21,498
22,393
3,842
18,551
2004201535 years
Woodlawn Commons 1121/1163MariettaGA—
5,495
16,028
1,930
5,586
17,867
23,453
3,269
20,184
1991201535 years
PAPP ClinicNewnanGA—
2,167
5,477
68
2,167
5,545
7,712
1,441
6,271
1994201530 years
Parkway Physicians CenterRinggoldGA—
476
10,017
1,327
476
11,344
11,820
3,959
7,861
2004201135 years
Riverdale MOBRiverdaleGA—
1,025
9,783
259
1,025
10,042
11,067
1,980
9,087
2005201535 years
Rush Copley POB IAuroraIL—
120
27,882
505
120
28,387
28,507
5,035
23,472
1996201534 years
Rush Copley POB IIAuroraIL—
49
27,217
471
49
27,688
27,737
4,683
23,054
2009201535 years
Good Shepherd Physician Office Building IBarringtonIL—
152
3,224
785
152
4,009
4,161
807
3,354
1979201335 years


 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition1
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Good Shepherd Physician Office Building IIBarringtonIL—
512
12,977
1,160
512
14,137
14,649
3,155
11,494
1996201335 years
Trinity Hospital Physician Office BuildingChicagoIL—
139
3,329
1,521
139
4,850
4,989
1,272
3,717
1971201335 years
Advocate Beverly CenterChicagoIL—
2,227
10,140
355
2,231
10,491
12,722
2,675
10,047
1986201525 years
Crystal Lakes Medical ArtsCrystal LakeIL—
2,490
19,504
389
2,535
19,848
22,383
3,687
18,696
2007201535 years
Advocate Good ShepherdCrystal LakeIL—
2,444
10,953
926
2,444
11,879
14,323
2,455
11,868
2008201533 years
Physicians Plaza EastDecaturIL—
—
791
2,522
—
3,313
3,313
1,210
2,103
1976201035 years
Physicians Plaza WestDecaturIL—
—
1,943
1,204
—
3,147
3,147
1,252
1,895
1987201035 years
SIU Family PracticeDecaturIL—
—
3,900
3,778
—
7,678
7,678
3,028
4,650
1996201035 years
304 W Hay BuildingDecaturIL—
—
8,702
2,080
29
10,753
10,782
3,630
7,152
2002201035 years
302 W Hay BuildingDecaturIL—
—
3,467
858
—
4,325
4,325
1,773
2,552
1993201035 years
ENTADecaturIL—
—
1,150
16
—
1,166
1,166
484
682
1996201035 years
301 W Hay BuildingDecaturIL—
—
640
—
—
640
640
357
283
1980201035 years
South Shore Medical BuildingDecaturIL—
902
129
56
958
129
1,087
219
868
1991201035 years
Kenwood Medical CenterDecaturIL—
—
1,689
1,520
—
3,209
3,209
1,137
2,072
1997201035 years
DMH OCC Health & Wellness PartnersDecaturIL—
934
1,386
168
943
1,545
2,488
707
1,781
1996201035 years
Rock Springs MedicalDecaturIL—
399
495
109
399
604
1,003
273
730
1990201035 years
575 W Hay BuildingDecaturIL—
111
739
24
111
763
874
340
534
1984201035 years
Good Samaritan Physician Office Building IDowners GroveIL—
407
10,337
1,270
407
11,607
12,014
2,657
9,357
1976201335 years
Good Samaritan Physician Office Building IIDowners GroveIL—
1,013
25,370
862
1,013
26,232
27,245
5,814
21,431
1995201335 years
Eberle Medical Office Building ("Eberle MOB")Elk Grove VillageIL—
—
16,315
883
—
17,198
17,198
7,371
9,827
2005200935 years
1425 Hunt Club Road MOBGurneeIL—
249
1,452
889
352
2,238
2,590
921
1,669
2005201134 years
1445 Hunt Club DriveGurneeIL—
216
1,405
370
216
1,775
1,991
957
1,034
2002201131 years
Gurnee Imaging CenterGurneeIL—
82
2,731
—
82
2,731
2,813
848
1,965
2002201135 years
Gurnee Center ClubGurneeIL—
627
17,851
—
627
17,851
18,478
5,687
12,791
2001201135 years
South Suburban Hospital Physician Office BuildingHazel CrestIL—
191
4,370
850
191
5,220
5,411
1,281
4,130
1989201335 years
755 Milwaukee MOBLibertyvilleIL—
421
3,716
3,292
630
6,799
7,429
3,497
3,932
1990201118 years
890 Professional MOBLibertyvilleIL—
214
2,630
568
214
3,198
3,412
1,334
2,078
1980201126 years
Libertyville Center ClubLibertyvilleIL—
1,020
17,176
—
1,020
17,176
18,196
5,748
12,448
1988201135 years
Christ Medical Center Physician Office BuildingOak LawnIL—
658
16,421
2,843
658
19,264
19,922
3,767
16,155
1986201335 years
Methodist North MOBPeoriaIL—
1,025
29,493
15
1,025
29,508
30,533
5,180
25,353
2010201535 years
Davita Dialysis - RockfordRockfordIL—
256
2,543
—
256
2,543
2,799
526
2,273
2009201535 years
Round Lake ACCRound LakeIL—
758
370
402
799
731
1,530
650
880
1984201113 years
Vernon Hills Acute Care CenterVernon HillsIL—
3,376
694
416
3,413
1,073
4,486
852
3,634
1986201115 years
Wilbur S. Roby BuildingAndersonIN—
—
2,653
1,159
—
3,812
3,812
1,822
1,990
1992201035 years
Ambulatory Services BuildingAndersonIN—
—
4,266
1,926
—
6,192
6,192
2,952
3,240
1995201035 years
St. John's Medical Arts BuildingAndersonIN—
—
2,281
2,050
—
4,331
4,331
1,779
2,552
1973201035 years


 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition1
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Carmel ICarmelIN—
466
5,954
708
466
6,662
7,128
2,470
4,658
1985201230 years
Carmel IICarmelIN—
455
5,976
1,046
455
7,022
7,477
2,327
5,150
1989201233 years
Carmel IIICarmelIN—
422
6,194
857
422
7,051
7,473
2,225
5,248
2001201235 years
ElkhartElkhartIN—
1,256
1,973
—
1,256
1,973
3,229
1,443
1,786
1994201132 years
Lutheran Medical ArtsFort WayneIN—
702
13,576
148
702
13,724
14,426
2,413
12,013
2000201535 years
Dupont Road MOBFort WayneIN—
633
13,479
313
672
13,753
14,425
2,645
11,780
2001201535 years
Harcourt Professional Office BuildingIndianapolisIN—
519
28,951
4,610
519
33,561
34,080
10,892
23,188
1973201228 years
Cardiac Professional Office BuildingIndianapolisIN—
498
27,430
2,092
498
29,522
30,020
7,988
22,032
1995201235 years
Oncology Medical Office BuildingIndianapolisIN—
470
5,703
432
470
6,135
6,605
2,085
4,520
2003201235 years
CorVasc Medical Office BuildingIndianapolisIN—
514
9,617
533
871
9,793
10,664
1,315
9,349
2004201636 years
St. Francis South Medical Office BuildingIndianapolisIN—
—
20,649
1,586
7
22,228
22,235
5,153
17,082
1995201335 years
Methodist Professional Center IIndianapolisIN—
61
37,411
7,000
61
44,411
44,472
14,748
29,724
1985201225 years
Indiana Orthopedic Center of ExcellenceIndianapolisIN—
967
83,746
3,106
967
86,852
87,819
12,320
75,499
1997201535 years
United Healthcare - IndyIndianapolisIN—
5,737
32,116
—
5,737
32,116
37,853
6,066
31,787
1988201535 years
LaPorteLa PorteIN—
553
1,309
—
553
1,309
1,862
620
1,242
1997201134 years
MishawakaMishawakaIN—
3,787
5,543
—
3,787
5,543
9,330
4,212
5,118
1993201135 years
Cancer Care PartnersMishawakaIN—
3,162
28,633
—
3,162
28,633
31,795
4,903
26,892
2010201535 years
Michiana OncologyMishawakaIN—
4,577
20,939
15
4,581
20,950
25,531
3,760
21,771
2010201535 years
DaVita Dialysis - PaoliPaoliIN—
396
2,056
—
396
2,056
2,452
435
2,017
2011201535 years
South BendSouth BendIN—
792
2,530
—
792
2,530
3,322
990
2,332
1996201134 years
Eberly Farm Professional BuildingWichitaKS—
1,883
7,428
(4,324)1,883
3,104
4,987
1,485
3,502
2006201535 years
OLBH Same Day Surgery Center MOBAshlandKY—
101
19,066
1,433
101
20,499
20,600
6,467
14,133
1997201226 years
St. Elizabeth CovingtonCovingtonKY—
345
12,790
166
345
12,956
13,301
3,927
9,374
2009201235 years
St. Elizabeth Florence MOBFlorenceKY—
402
8,279
1,644
402
9,923
10,325
3,623
6,702
2005201235 years
Jefferson ClinicLouisvilleKY—
—
673
2,018
—
2,691
2,691
416
2,275
2013201335 years
East Jefferson Medical PlazaMetairieLA—
168
17,264
2,930
168
20,194
20,362
7,634
12,728
1996201232 years
East Jefferson MOBMetairieLA—
107
15,137
2,671
107
17,808
17,915
6,459
11,456
1985201228 years
Lakeside POB IMetairieLA—
3,334
4,974
624
342
8,590
8,932
4,645
4,287
1986201122 years
Lakeside POB IIMetairieLA—
1,046
802
(165)53
1,630
1,683
1,171
512
198020117 years
Fresenius MedicalMetairieLA—
1,195
3,797
74
1,269
3,797
5,066
721
4,345
2012201535 years
RTS BerlinBerlinMD—
—
2,216
—
—
2,216
2,216
709
1,507
1994201129 years
Charles O. Fisher Medical BuildingWestminsterMD10,458
—
13,795
1,849
—
15,644
15,644
7,599
8,045
2009200935 years
Medical Specialties BuildingKalamazooMI—
—
19,242
1,666
—
20,908
20,908
6,984
13,924
1989201035 years
North Professional BuildingKalamazooMI—
—
7,228
1,653
—
8,881
8,881
3,721
5,160
1983201035 years
Borgess Navigation CenterKalamazooMI—
—
2,391
—
—
2,391
2,391
817
1,574
1976201035 years
Borgess Health & Fitness CenterKalamazooMI—
—
11,959
605
—
12,564
12,564
4,313
8,251
1984201035 years
Heart Center BuildingKalamazooMI—
—
8,420
716
176
8,960
9,136
3,387
5,749
1980201035 years
Medical Commons BuildingKalamazoo TownshipMI—
—
661
651
—
1,312
1,312
698
614
1979201035 years


 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition1
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
RTS Madison HeightsMadison HeightsMI—
401
2,946
—
401
2,946
3,347
905
2,442
2002201135 years
Bronson Lakeview OPCPaw PawMI—
3,835
31,564
—
3,835
31,564
35,399
6,117
29,282
2006201535 years
Pro Med Center PlainwellPlainwellMI—
—
697
7
—
704
704
262
442
1991201035 years
Pro Med Center RichlandRichlandMI—
233
2,267
213
233
2,480
2,713
801
1,912
1996201035 years
Henry Ford Dialysis CenterSouthfieldMI—
589
3,350
—
589
3,350
3,939
643
3,296
2002201535 years
Metro HealthWyomingMI—
1,325
5,479
—
1,325
5,479
6,804
1,112
5,692
2008201535 years
Spectrum HealthWyomingMI—
2,463
14,353
—
2,463
14,353
16,816
2,912
13,904
2006201535 years
Cogdell Duluth MOBDuluthMN—
—
33,406
(19)—
33,387
33,387
7,070
26,317
2012201235 years
Allina HealthElk RiverMN—
1,442
7,742
114
1,455
7,843
9,298
1,925
7,373
2002201535 years
Unitron HearingPlymouthMN—
2,646
8,962
5
2,646
8,967
11,613
2,547
9,066
2011201529 years
HealthPartners Medical & Dental ClinicsSartellMN—
2,492
15,694
55
2,503
15,738
18,241
5,094
13,147
2010201235 years
University Physicians - Grants FerryFlowoodMS—
2,796
12,125
(12)2,796
12,113
14,909
3,972
10,937
2010201235 years
Arnold Urgent CareArnoldMO—
1,058
556
403
1,097
920
2,017
587
1,430
1999201135 years
DePaul Health Center NorthBridgetonMO—
996
10,045
2,954
996
12,999
13,995
6,249
7,746
1976201221 years
DePaul Health Center SouthBridgetonMO—
910
12,169
2,562
910
14,731
15,641
5,218
10,423
1992201230 years
St. Mary's Health Center MOB DClaytonMO—
103
2,780
1,321
106
4,098
4,204
1,982
2,222
1984201222 years
Fenton Urgent Care CenterFentonMO—
183
2,714
367
189
3,075
3,264
1,336
1,928
2003201135 years
Broadway Medical Office BuildingKansas CityMO—
1,300
12,602
9,559
1,336
22,125
23,461
8,327
15,134
1976200735 years
St. Joseph Medical BuildingKansas CityMO—
305
7,445
2,297
305
9,742
10,047
2,784
7,263
1988201232 years
St. Joseph Medical MallKansas CityMO—
530
9,115
613
530
9,728
10,258
3,167
7,091
1995201233 years
Carondelet Medical BuildingKansas CityMO—
745
12,437
3,236
745
15,673
16,418
5,542
10,876
1979201229 years
St. Joseph Hospital West Medical Office Building IILake Saint LouisMO—
524
3,229
840
524
4,069
4,593
1,502
3,091
2005201235 years
St. Joseph O'Fallon Medical Office BuildingO'FallonMO—
940
5,556
332
960
5,868
6,828
1,817
5,011
1992201235 years
Sisters of Mercy BuildingSpringfieldMO—
3,427
8,697
—
3,427
8,697
12,124
1,877
10,247
2008201535 years
St. Joseph Health Center Medical Building 1St. CharlesMO—
503
4,336
1,338
503
5,674
6,177
2,901
3,276
1987201220 years
St. Joseph Health Center Medical Building 2St. CharlesMO—
369
2,963
1,423
369
4,386
4,755
1,792
2,963
1999201232 years
Physicians Office CenterSt. LouisMO—
1,445
13,825
894
1,445
14,719
16,164
6,460
9,704
2003201135 years
12700 Southford Road Medical PlazaSt. LouisMO—
595
12,584
2,756
595
15,340
15,935
5,989
9,946
1993201132 years
Mercy South MOB ASt. LouisMO—
409
4,687
1,668
409
6,355
6,764
3,276
3,488
1975201120 years
Mercy South MOB BSt. LouisMO—
350
3,942
1,088
350
5,030
5,380
2,795
2,585
1980201121 years
Lemay Urgent Care CenterSt. LouisMO—
2,317
3,120
696
2,355
3,778
6,133
2,254
3,879
1983201122 years
St. Mary's Health Center MOB BSt. LouisMO—
119
4,161
12,546
119
16,707
16,826
3,382
13,444
1979201223 years
St. Mary's Health Center MOB CSt. LouisMO—
136
6,018
3,825
136
9,843
9,979
3,083
6,896
1969201220 years
Carson Tahoe Specialty Medical CenterCarson CityNV—
2,748
27,010
3,444
2,898
30,304
33,202
6,030
27,172
1981201535 years
Carson Tahoe MOB WestCarson CityNV—
802
11,855
213
703
12,167
12,870
2,262
10,608
2007201529 years
Del E Webb Medical PlazaHendersonNV—
1,028
16,993
2,469
1,028
19,462
20,490
6,932
13,558
1999201135 years
Durango Medical PlazaLas VegasNV—
3,787
27,738
(2,855)3,683
24,987
28,670
4,710
23,960
2008201535 years


 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition1
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 Terrace at South MeadowsRenoNV6,418
504
9,966
685
504
10,651
11,155
3,975
7,180
2004201135 years
Cooper Health MOB IWillingboroNJ—
1,389
2,742
4
1,398
2,737
4,135
699
3,436
2010201535 years
Cooper Health MOB IIWillingboroNJ—
594
5,638
65
594
5,703
6,297
1,025
5,272
2012201535 years
Salem MedicalWoodstownNJ—
275
4,132
6
275
4,138
4,413
742
3,671
2010201535 years
Albany Medical Center MOBAlbanyNY—
321
18,389
32
321
18,421
18,742
2,839
15,903
2010201535 years
St. Peter's Recovery CenterGuilderlandNY—
1,059
9,156
—
1,059
9,156
10,215
1,900
8,315
1990201535 years
Central NY Medical CenterSyracuseNY—
1,786
26,101
3,393
1,792
29,488
31,280
9,472
21,808
1997201233 years
Northcountry MOBWatertownNY—
1,320
10,799
310
1,320
11,109
12,429
2,234
10,195
2001201535 years
RandolphCharlotteNC—
6,370
2,929
2,494
6,418
5,375
11,793
4,280
7,513
197320124 years
Mallard Crossing ICharlotteNC—
3,229
2,072
852
3,269
2,884
6,153
2,143
4,010
1997201225 years
Medical Arts BuildingConcordNC—
701
11,734
1,171
701
12,905
13,606
5,111
8,495
1997201231 years
Gateway Medical Office BuildingConcordNC—
1,100
9,904
698
1,100
10,602
11,702
4,094
7,608
2005201235 years
Copperfield Medical MallConcordNC—
1,980
2,846
539
2,139
3,226
5,365
1,902
3,463
1989201225 years
Weddington Internal & Pediatric MedicineConcordNC—
574
688
37
574
725
1,299
391
908
2000201227 years
Duke Health Center South DurhamDurhamNC—
4,347
75,728
—
4,347
75,728
80,075
1,260
78,815
2017201935 years
Rex Wellness CenterGarnerNC—
1,348
5,330
438
1,354
5,762
7,116
1,356
5,760
2003201534 years
Gaston Professional CenterGastoniaNC—
833
24,885
3,110
863
27,965
28,828
8,110
20,718
1997201235 years
Harrisburg Family PhysiciansHarrisburgNC—
679
1,646
73
679
1,719
2,398
625
1,773
1996201235 years
Harrisburg Medical MallHarrisburgNC—
1,339
2,292
311
1,339
2,603
3,942
1,291
2,651
1997201227 years
NorthcrossHuntersvilleNC—
623
278
229
623
507
1,130
299
831
1993201222 years
REX Knightdale MOB & Wellness CenterKnightdaleNC—
—
22,823
989
50
23,762
23,812
5,256
18,556
2009201235 years
Midland Medical ParkMidlandNC—
1,221
847
120
1,221
967
2,188
637
1,551
1998201225 years
East Rocky Mount Kidney CenterRocky MountNC—
803
998
19
805
1,015
1,820
467
1,353
2000201233 years
Rocky Mount Kidney CenterRocky MountNC—
479
1,297
51
479
1,348
1,827
643
1,184
1990201225 years
Rocky Mount Medical ParkRocky MountNC—
2,552
7,779
2,665
2,652
10,344
12,996
4,002
8,994
1991201230 years
Trinity Health Medical Arts ClinicMinotND—
935
15,482
372
951
15,838
16,789
3,876
12,913
1995201526 years
Anderson Medical Arts Building ICincinnatiOH—
—
9,632
2,299
146
11,785
11,931
5,419
6,512
1984200735 years
Anderson Medical Arts Building IICincinnatiOH—
—
15,123
3,535
—
18,658
18,658
8,008
10,650
2007200735 years
Riverside North Medical Office BuildingColumbusOH—
785
8,519
1,818
785
10,337
11,122
4,703
6,419
1962201225 years
Riverside South Medical Office BuildingColumbusOH—
586
7,298
935
610
8,209
8,819
3,486
5,333
1985201227 years
340 East Town Medical Office BuildingColumbusOH—
10
9,443
1,259
10
10,702
10,712
3,652
7,060
1984201229 years
393 East Town Medical Office BuildingColumbusOH—
61
4,760
635
61
5,395
5,456
2,215
3,241
1970201220 years
141 South Sixth Medical Office BuildingColumbusOH—
80
1,113
2,922
80
4,035
4,115
950
3,165
1971201214 years
Doctors West Medical Office BuildingColumbusOH—
414
5,362
835
414
6,197
6,611
2,240
4,371
1998201235 years
Eastside Health CenterColumbusOH—
956
3,472
(2)956
3,470
4,426
2,198
2,228
1977201215 years
East Main Medical Office BuildingColumbusOH—
440
4,771
67
440
4,838
5,278
1,690
3,588
2006201235 years
Heart Center Medical Office BuildingColumbusOH—
1,063
12,140
718
1,063
12,858
13,921
4,464
9,457
2004201235 years
Wilkins Medical Office BuildingColumbusOH—
123
18,062
1,113
123
19,175
19,298
5,078
14,220
2002201235 years
Grady Medical Office BuildingDelawareOH—
239
2,263
570
239
2,833
3,072
1,233
1,839
1991201225 years


 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition1
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Dublin Northwest Medical Office BuildingDublinOH—
342
3,278
281
342
3,559
3,901
1,459
2,442
2001201234 years
Preserve III Medical Office BuildingDublinOH—
2,449
7,025
1,211
2,449
8,236
10,685
2,893
7,792
2006201235 years
Zanesville Surgery CenterZanesvilleOH—
172
9,403
—
172
9,403
9,575
2,722
6,853
2000201135 years
Dialysis CenterZanesvilleOH—
534
855
99
534
954
1,488
661
827
1960201121 years
Genesis Children's CenterZanesvilleOH—
538
3,781
—
538
3,781
4,319
1,492
2,827
2006201130 years
Medical Arts Building IZanesvilleOH—
429
2,405
666
436
3,064
3,500
1,598
1,902
1970201120 years
Medical Arts Building IIZanesvilleOH—
485
6,013
1,537
532
7,503
8,035
3,539
4,496
1995201125 years
Medical Arts Building IIIZanesvilleOH—
94
1,248
—
94
1,248
1,342
615
727
1970201125 years
Primecare BuildingZanesvilleOH—
130
1,344
648
130
1,992
2,122
1,060
1,062
1978201120 years
Outpatient Rehabilitation BuildingZanesvilleOH—
82
1,541
—
82
1,541
1,623
654
969
1985201128 years
Radiation Oncology BuildingZanesvilleOH—
105
1,201
—
105
1,201
1,306
609
697
1988201125 years
HealthplexZanesvilleOH—
2,488
15,849
1,199
2,649
16,887
19,536
6,803
12,733
1990201132 years
Physicians PavilionZanesvilleOH—
422
6,297
1,577
422
7,874
8,296
3,627
4,669
1990201125 years
Zanesville Northside PharmacyZanesvilleOH—
42
635
—
42
635
677
278
399
1985201128 years
Bethesda Campus MOB IIIZanesvilleOH—
188
1,137
234
199
1,360
1,559
633
926
1978201125 years
Tuality 7th Avenue Medical PlazaHillsboroOR17,554
1,516
24,638
1,476
1,546
26,084
27,630
8,783
18,847
2003201135 years
Professional Office Building IChesterPA—
—
6,283
3,330
—
9,613
9,613
5,057
4,556
1978200430 years
DCMH Medical Office BuildingDrexel HillPA—
—
10,424
2,612
—
13,036
13,036
7,072
5,964
1984200430 years
Pinnacle HealthHarrisburgPA—
2,574
16,767
943
2,766
17,518
20,284
3,556
16,728
2002201535 years
Lancaster Rehabilitation HospitalLancasterPA—
959
16,610
(16)959
16,594
17,553
5,141
12,412
2007201235 years
Lancaster ASC MOBLancasterPA—
593
17,117
491
593
17,608
18,201
5,964
12,237
2007201235 years
St. Joseph Medical Office BuildingReadingPA—
—
10,823
811
—
11,634
11,634
4,326
7,308
2006201035 years
Crozer - Keystone MOB ISpringfieldPA—
9,130
47,078
—
9,130
47,078
56,208
10,551
45,657
1996201535 years
Crozer-Keystone MOB IISpringfieldPA—
5,178
6,523
—
5,178
6,523
11,701
1,555
10,146
1998201525 years
Doylestown Health & Wellness CenterWarringtonPA—
4,452
17,383
1,191
4,497
18,529
23,026
6,248
16,778
2001201234 years
Roper Medical Office BuildingCharlestonSC—
127
14,737
4,116
127
18,853
18,980
7,044
11,936
1990201228 years
St. Francis Medical Plaza (Charleston)CharlestonSC—
447
3,946
711
447
4,657
5,104
1,874
3,230
2003201235 years
Providence MOB IColumbiaSC—
225
4,274
884
225
5,158
5,383
2,809
2,574
1979201218 years
Providence MOB IIColumbiaSC—
122
1,834
289
150
2,095
2,245
1,104
1,141
1985201218 years
Providence MOB IIIColumbiaSC—
766
4,406
946
766
5,352
6,118
2,174
3,944
1990201223 years
One Medical ParkColumbiaSC—
210
7,939
2,190
214
10,125
10,339
4,568
5,771
1984201219 years
Three Medical ParkColumbiaSC—
40
10,650
1,912
40
12,562
12,602
5,219
7,383
1988201225 years
St. Francis Millennium Medical Office BuildingGreenvilleSC14,161
—
13,062
10,711
30
23,743
23,773
12,135
11,638
2009200935 years
200 AndrewsGreenvilleSC—
789
2,014
1,559
810
3,552
4,362
1,827
2,535
1994201229 years
St. Francis CMOBGreenvilleSC—
501
7,661
1,068
501
8,729
9,230
2,850
6,380
2001201235 years
St. Francis Outpatient Surgery CenterGreenvilleSC—
1,007
16,538
997
1,007
17,535
18,542
6,253
12,289
2001201235 years


 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
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 CenterReddingCA—
401
3,784
—
401
3,784
4,185
2,381
1,804
1989198945 years
The Tunnell Center for Rehabilitation & HeathcareSan FranciscoCA—
1,902
7,531
—
1,902
7,531
9,433
6,320
3,113
1967199328 years
Lawton Healthcare CenterSan FranciscoCA—
943
514
—
943
514
1,457
525
932
1962199620 years
Valley Gardens Health Care & Rehabilitation CenterStocktonCA—
516
3,405
—
516
3,405
3,921
2,207
1,714
1988198829 years
Aurora Care CenterAuroraCO—
197
2,328
—
197
2,328
2,525
1,894
631
1962199530 years
Lafayette Nursing and Rehab CenterFayettevilleGA—
598
6,623
—
598
6,623
7,221
6,622
599
1989199520 years
Canyon West Health and Rehabilitation CenterCaldwellID—
312
2,050
—
312
2,050
2,362
1,055
1,307
1974199845 years
Mountain Valley Care & Rehabilitation CenterKelloggID—
68
1,280
—
68
1,280
1,348
1,316
32
1971198425 years
Lewiston Rehabilitation & Care CenterLewistonID—
133
3,982
—
133
3,982
4,115
3,695
420
1964198429 years
Aspen Park HealthcareMoscowID—
261
2,571
—
261
2,571
2,832
2,580
252
1955199025 years
Nampa Care CenterNampaID—
252
2,810
—
252
2,810
3,062
2,722
340
1950198325 years
Weiser Rehabilitation & Care CenterWeiserID—
157
1,760
—
157
1,760
1,917
1,827
90
1963198325 years
Wedgewood Healthcare CenterClarksvilleIN—
119
5,115
—
119
5,115
5,234
3,841
1,393
1985199535 years
Columbus Health and Rehabilitation CenterColumbusIN—
345
6,817
—
345
6,817
7,162
6,861
301
1966199125 years
Harrison Health and Rehabilitation CentreCorydonIN—
125
6,068
—
125
6,068
6,193
2,588
3,605
1998199845 years
Valley View Health Care CenterElkhartIN—
87
2,665
—
87
2,665
2,752
2,538
214
1985199325 years
Wildwood Health Care CenterIndianapolisIN—
134
4,983
—
134
4,983
5,117
4,724
393
1988199325 years
Windsor Estates Health & Rehab CenterKokomoIN—
256
6,625
—
256
6,625
6,881
4,811
2,070
1962199535 years
Rolling Hills Health Care CenterNew AlbanyIN—
81
1,894
—
81
1,894
1,975
1,807
168
1984199325 years
Southwood Health & Rehabilitation CenterTerre HauteIN—
90
2,868
(8)82
2,868
2,950
2,733
217
1988199325 years
 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition1
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. Francis Professional Medical CenterGreenvilleSC—
342
6,337
1,944
371
8,252
8,623
3,295
5,328
1984201224 years
St. Francis Women'sGreenvilleSC—
322
4,877
1,195
322
6,072
6,394
2,886
3,508
1991201224 years
St. Francis Medical Plaza (Greenville)GreenvilleSC—
88
5,876
2,006
98
7,872
7,970
2,839
5,131
1998201224 years
River Hills Medical PlazaLittle RiverSC—
1,406
1,813
199
1,406
2,012
3,418
1,025
2,393
1999201227 years
Mount Pleasant Medical Office LongpointMount PleasantSC—
670
4,455
1,268
632
5,761
6,393
2,432
3,961
2001201234 years
Medical Arts Center of OrangeburgOrangeburgSC—
823
3,299
492
823
3,791
4,614
1,487
3,127
1984201228 years
Mary Black Westside Medical Office BldgSpartanburgSC—
291
5,057
610
300
5,658
5,958
2,166
3,792
1991201231 years
Spartanburg ASCSpartanburgSC—
1,333
15,756
—
1,333
15,756
17,089
2,564
14,525
2002201535 years
Spartanburg Regional MOBSpartanburgSC—
207
17,963
760
286
18,644
18,930
3,385
15,545
1986201535 years
Wellmont Blue Ridge MOBBristolTN—
999
5,027
110
1,032
5,104
6,136
1,067
5,069
2001201535 years
Health Park Medical Office BuildingChattanoogaTN—
2,305
8,949
701
2,305
9,650
11,955
3,116
8,839
2004201235 years
Peerless Crossing Medical CenterClevelandTN—
1,217
6,464
22
1,217
6,486
7,703
2,128
5,575
2006201235 years
St. Mary's Clinton Professional Office BuildingClintonTN—
298
618
121
298
739
1,037
259
778
1988201539 years
St. Mary's Farragut MOBFarragutTN—
221
2,719
175
221
2,894
3,115
697
2,418
1997201539 years
Medical Center Physicians TowerJacksonTN12,693
549
27,074
97
598
27,122
27,720
9,104
18,616
2010201235 years
St. Mary's Ambulatory Surgery CenterKnoxvilleTN—
129
1,012
—
129
1,012
1,141
425
716
1999201524 years
Texas Clinic at ArlingtonArlingtonTX—
2,781
24,515
545
2,845
24,996
27,841
4,372
23,469
2010201535 years
Seton Medical Park TowerAustinTX—
805
41,527
4,113
1,329
45,116
46,445
12,431
34,014
1968201235 years
Seton Northwest Health PlazaAustinTX—
444
22,632
3,605
444
26,237
26,681
7,276
19,405
1988201235 years
Seton Southwest Health PlazaAustinTX—
294
5,311
516
294
5,827
6,121
1,551
4,570
2004201235 years
Seton Southwest Health Plaza IIAustinTX—
447
10,154
71
447
10,225
10,672
2,879
7,793
2009201235 years
BioLife Sciences BuildingDentonTX—
1,036
6,576
—
1,036
6,576
7,612
1,378
6,234
2010201535 years
East Houston MOB, LLCHoustonTX—
356
2,877
1,178
328
4,083
4,411
2,860
1,551
1982201115 years
East Houston Medical PlazaHoustonTX—
671
426
10
237
870
1,107
993
114
1982201111 years
Memorial HermannHoustonTX—
822
14,307
—
822
14,307
15,129
2,445
12,684
2012201535 years
Scott & White HealthcareKingslandTX—
534
5,104
—
534
5,104
5,638
1,000
4,638
2012201535 years
Lakeway Medical PlazaLakewayTX9,169
270
20,169
372
270
20,541
20,811
766
20,045
2011201835 years
Odessa Regional MOBOdessaTX—
121
8,935
—
121
8,935
9,056
1,588
7,468
2008201535 years
Legacy Heart CenterPlanoTX—
3,081
8,890
94
3,081
8,984
12,065
1,945
10,120
2005201535 years
Seton Williamson Medical PlazaRound RockTX—
—
15,074
693
—
15,767
15,767
5,798
9,969
2008201035 years
Sunnyvale Medical PlazaSunnyvaleTX—
1,186
15,397
439
1,243
15,779
17,022
3,074
13,948
2009201535 years
Texarkana ASCTexarkanaTX—
814
5,903
137
814
6,040
6,854
1,361
5,493
1994201530 years
Spring Creek Medical PlazaTomballTX—
2,165
8,212
155
2,165
8,367
10,532
1,475
9,057
2006201535 years
MRMC MOB IMechanicsvilleVA—
1,669
7,024
648
1,669
7,672
9,341
3,462
5,879
1993201231 years
Henrico MOBRichmondVA—
968
6,189
1,354
359
8,152
8,511
3,589
4,922
1976201125 years
St. Mary's MOB North (Floors 6 & 7)RichmondVA—
227
2,961
689
227
3,650
3,877
1,731
2,146
1968201222 years
Stony Point Medical CenterRichmondVA—
3,822
16,127
21
3,822
16,148
19,970
3,020
16,950
2004201535 years
St. Francis Cancer CenterRichmondVA—
654
18,331
1,537
657
19,865
20,522
3,349
17,173
2006201535 years

 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
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 CenterGreenvilleKY—
59
3,187
—
59
3,187
3,246
2,834
412
1968199030 years
Eagle Pond Rehabilitation and Living CenterSouth DennisMA—
296
6,896
—
296
6,896
7,192
4,264
2,928
1985198750 years
Harrington House Nursing and Rehabilitation CenterWalpoleMA—
4
4,444
—
4
4,444
4,448
2,581
1,867
1991199145 years
Parkview Acres Care and Rehabilitation CenterDillonMT—
207
2,578
—
207
2,578
2,785
2,143
642
1965199329 years
Park Place Health Care CenterGreat FallsMT—
600
6,311
—
600
6,311
6,911
5,240
1,671
1963199328 years
Rose Manor Healthcare CenterNashuaNH—
200
3,527
—
200
3,527
3,727
3,429
298
1972199126 years
Guardian Care of Elizabeth CityDurhamNC—
71
561
—
71
561
632
632
—
1977198220 years
Guardian Care of HendersonElizabeth CityNC—
206
1,997
—
206
1,997
2,203
1,650
553
1957199329 years
Greenbriar Terrace HealthcareHendersonNC—
776
6,011
—
776
6,011
6,787
5,796
991
1963199025 years
Nansemond Pointe Rehabilitation and Healthcare CenterBurlingtonVT—
534
6,990
—
534
6,990
7,524
5,570
1,954
1963199132 years
River Pointe Rehabilitation and Healthcare CenterSuffolkVA—
770
4,440
—
770
4,440
5,210
4,507
703
1953199125 years
Bay Pointe Medical and Rehabilitation CenterVirginia BeachVA—
805
2,886
(380)425
2,886
3,311
2,325
986
1971199329 years
Birchwood Terrace HealthcareVirginia BeachVA—
15
4,656
—
15
4,656
4,671
4,671
—
1965199027 years
Arden Rehabilitation and Healthcare CenterSeattleWA—
1,111
4,013
—
1,111
4,013
5,124
3,323
1,801
1950199328.5 years
Lakewood Healthcare CenterTacomaWA—
504
3,511
—
504
3,511
4,015
2,473
1,542
1989198945 years
Vancouver Health & Rehabilitation CenterVancouverWA—
449
2,964
—
449
2,964
3,413
2,519
894
1970199328 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 CenterEnglewoodCO—
241
2,180
194
241
2,374
2,615
1,922
693
1960199530 years
Brookdale Lisle SNFLisleIL—
730
9,270
—
730
9,270
10,000
2,618
7,382
1990200935 years
Lopatcong CenterPhillipsburgNJ—
1,490
12,336
—
1,490
12,336
13,826
5,639
8,187
1982200430 years
Marietta Convalescent CenterMariettaOH—
158
3,266
75
158
3,341
3,499
3,207
292
1972199325 years
The BelvedereChesterPA—
822
7,203
—
822
7,203
8,025
3,282
4,743
1899200430 years
Pennsburg ManorPennsburgPA—
1,091
7,871
—
1,091
7,871
8,962
3,641
5,321
1982200430 years
Chapel ManorPhiladelphiaPA—
1,595
13,982
1,358
1,595
15,340
16,935
7,190
9,745
1948200430 years
Wayne CenterStraffordPA—
662
6,872
850
662
7,722
8,384
3,821
4,563
1897200430 years
 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition1
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Bonney Lake Medical Office BuildingBonney LakeWA10,320
5,176
14,375
205
5,176
14,580
19,756
5,127
14,629
2011201235 years
Good Samaritan Medical Office BuildingPuyallupWA12,311
781
30,368
1,303
801
31,651
32,452
9,192
23,260
2011201235 years
Holy Family Hospital Central MOBSpokaneWA—
—
19,085
346
—
19,431
19,431
4,404
15,027
2007201235 years
Physician's PavilionVancouverWA—
1,411
32,939
1,199
1,450
34,099
35,549
10,982
24,567
2001201135 years
Administration BuildingVancouverWA—
296
7,856
44
317
7,879
8,196
2,507
5,689
1972201135 years
Medical Center Physician's BuildingVancouverWA—
1,225
31,246
4,072
1,404
35,139
36,543
11,097
25,446
1980201135 years
Memorial MOBVancouverWA—
663
12,626
1,620
690
14,219
14,909
4,438
10,471
1999201135 years
Salmon Creek MOBVancouverWA—
1,325
9,238
605
1,325
9,843
11,168
2,991
8,177
1994201135 years
Fisher's Landing MOBVancouverWA—
1,590
5,420
434
1,613
5,831
7,444
2,089
5,355
1995201134 years
Columbia Medical PlazaVancouverWA—
281
5,266
409
331
5,625
5,956
1,935
4,021
1991201135 years
Appleton Heart InstituteAppletonWI—
—
7,775
46
—
7,821
7,821
2,511
5,310
2003201039 years
Appleton Medical Offices WestAppletonWI—
—
5,756
842
—
6,598
6,598
1,989
4,609
1989201039 years
Appleton Medical Offices SouthAppletonWI—
—
9,058
200
—
9,258
9,258
3,174
6,084
1983201039 years
Brookfield ClinicBrookfieldWI—
2,638
4,093
(2,198)440
4,093
4,533
1,666
2,867
1999201135 years
Lakeshore Medical Clinic - FranklinFranklinWI—
1,973
7,579
149
2,029
7,672
9,701
1,607
8,094
2008201534 years
Lakeshore Medical Clinic - GreenfieldGreenfieldWI—
1,223
13,387
61
1,223
13,448
14,671
2,317
12,354
2010201535 years
Aurora Health Care - HartfordHartfordWI—
3,706
22,019
—
3,706
22,019
25,725
4,292
21,433
2006201535 years
Hartland ClinicHartlandWI—
321
5,050
—
321
5,050
5,371
1,756
3,615
1994201135 years
Aurora Healthcare - KenoshaKenoshaWI—
7,546
19,155
—
7,546
19,155
26,701
3,815
22,886
2014201535 years
Univ of Wisconsin HealthMononaWI—
678
8,017
—
678
8,017
8,695
1,704
6,991
2011201535 years
Theda Clark Medical Center Office PavilionNeenahWI—
—
7,080
1,036
—
8,116
8,116
2,587
5,529
1993201039 years
Aylward Medical Building Condo Floors 3 & 4NeenahWI—
—
4,462
95
—
4,557
4,557
1,593
2,964
2006201039 years
Aurora Health Care - NeenahNeenahWI—
2,033
9,072
—
2,033
9,072
11,105
1,898
9,207
2006201535 years
New Berlin ClinicNew BerlinWI—
678
7,121
—
678
7,121
7,799
2,663
5,136
1999201135 years
United Healthcare - OnalaskaOnalaskaWI—
4,623
5,527
—
4,623
5,527
10,150
1,501
8,649
1995201535 years
WestWood Health & FitnessPewaukeeWI—
823
11,649
—
823
11,649
12,472
4,380
8,092
1997201135 years
Aurora Health Care - Two RiversTwo RiversWI—
5,638
25,308
—
5,638
25,308
30,946
4,972
25,974
2006201535 years
Watertown ClinicWatertownWI—
166
3,234
—
166
3,234
3,400
1,084
2,316
2003201135 years
Southside ClinicWaukeshaWI—
218
5,273
—
218
5,273
5,491
1,790
3,701
1997201135 years
Rehabilitation HospitalWaukeshaWI—
372
15,636
—
372
15,636
16,008
4,665
11,343
2008201135 years
United Healthcare - WauwatosaWawatosaWI—
8,012
15,992
76
8,012
16,068
24,080
3,851
20,229
1995201535 years
TOTAL FOR MEDICAL OFFICE BUILDINGS  390,573
384,350
4,260,601
355,020
379,826
4,620,145
4,999,971
1,296,854
3,703,117
   
LIFE SCIENCES OFFICE BUILDINGS              
Phoenix Biomedical Campus Phase IPhoenixAZ—
—
26,493
—
—
26,493
26,493
—
26,493
CIPCIPCIP
100 College StreetNew HavenCT—
2,706
186,570
6,213
2,706
192,783
195,489
13,295
182,194
2013201659 years
300 George StreetNew HavenCT—
2,262
122,144
6,217
2,582
128,041
130,623
9,486
121,137
2014201650 years

 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
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 & CareEverettWA—
2,750
27,337
—
2,750
27,337
30,087
4,655
25,432
1995201135 years
Northwest Continuum Care CenterLongviewWA—
145
2,563
171
145
2,734
2,879
2,262
617
1955199229 years
SunRise Care & Rehab Moses LakeMoses LakeWA—
660
17,439
—
660
17,439
18,099
3,059
15,040
1972201135 years
SunRise Care & Rehab Lake RidgeMoses LakeWA—
660
8,866
—
660
8,866
9,526
1,625
7,901
1988201135 years
Rainier Vista Care CenterPuyallupWA—
520
4,780
305
520
5,085
5,605
3,177
2,428
1986199140 years
Logan CenterLoganWV—
300
12,959
—
300
12,959
13,259
2,224
11,035
1987201135 years
Ravenswood Healthcare CenterRavenswoodWV—
320
12,710
—
320
12,710
13,030
2,187
10,843
1987201135 years
Valley CenterSouth CharlestonWV—
750
24,115
—
750
24,115
24,865
4,194
20,671
1987201135 years
White SulphurWhite Sulphur SpringsWV—
250
13,055
—
250
13,055
13,305
2,261
11,044
1987201135 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 RehabTucsonAZ—
770
25,589
—
770
25,589
26,359
4,186
22,173
1992201135 years
Kindred Hospital - BreaBreaCA—
3,144
2,611
—
3,144
2,611
5,755
1,397
4,358
1990199540 years
Kindred Hospital - OntarioOntarioCA—
523
2,988
—
523
2,988
3,511
2,975
536
1950199425 years
Kindred Hospital - San DiegoSan DiegoCA—
670
11,764
—
670
11,764
12,434
11,564
870
1965199425 years
Kindred Hospital - San Francisco Bay AreaSan LeandroCA—
2,735
5,870
—
2,735
5,870
8,605
6,119
2,486
1962199325 years
HealthSouth Rehabilitation HospitalTustinCA—
2,810
25,248
—
2,810
25,248
28,058
4,209
23,849
1991201135 years
Kindred Hospital - WestminsterWestminsterCA—
727
7,384
—
727
7,384
8,111
7,561
550
1973199320 years
Kindred Hospital - DenverDenverCO—
896
6,367
—
896
6,367
7,263
6,711
552
1963199420 years
Kindred Hospital - South Florida - Coral GablesCoral GablesFL—
1,071
5,348
—
1,071
5,348
6,419
4,915
1,504
1956199230 years
Kindred Hospital - South Florida Ft. LauderdaleFort LauderdaleFL—
1,758
14,080
—
1,758
14,080
15,838
13,826
2,012
1969198930 years
Kindred Hospital - North FloridaGreen Cove SpringsFL—
145
4,613
—
145
4,613
4,758
4,517
241
1956199420 years
Kindred Hospital - South Florida - HollywoodHollywoodFL—
605
5,229
—
605
5,229
5,834
5,234
600
1937199520 years
Kindred Hospital - Bay Area St. PetersburgSt. PetersburgFL—
1,401
16,706
—
1,401
16,706
18,107
14,593
3,514
1968199740 years
Kindred Hospital - Central TampaTampaFL—
2,732
7,676
—
2,732
7,676
10,408
5,117
5,291
1970199340 years
 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition1
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Univ. of Miami Life Science and Technology ParkMiamiFL—
2,249
87,019
5,722
2,253
92,737
94,990
8,581
86,409
2014201653 years
IITChicagoIL—
30
55,620
678
30
56,298
56,328
4,500
51,828
2006201646 years
1030 Mass AveCambridgeMA—
12,175
112,809
—
12,175
112,809
124,984
2,536
122,448
1986201935 years
University of Maryland BioPark I Unit 1BaltimoreMD—
113
25,199
793
113
25,992
26,105
2,015
24,090
2005201650 years
University of Maryland BioPark IIBaltimoreMD—
61
91,764
4,294
61
96,058
96,119
7,968
88,151
2007201650 years
University of Maryland BioPark GarageBaltimoreMD—
77
4,677
350
77
5,027
5,104
675
4,429
2007201629 years
Tributary StreetBaltimoreMD—
4,015
15,905
597
4,015
16,502
20,517
1,925
18,592
1998201645 years
Beckley StreetBaltimoreMD—
2,813
13,481
558
2,813
14,039
16,852
1,688
15,164
1999201645 years
University of Maryland BioPark IIIBaltimoreMD—
1,067
—
—
1,067
—
1,067
—
1,067
CIPCIPCIP
Heritage at 4240Saint LouisMO—
403
47,125
836
452
47,912
48,364
4,994
43,370
2013201645 years
Cortex 1Saint LouisMO—
631
26,543
1,142
631
27,685
28,316
3,091
25,225
2005201650 years
BRDG ParkSaint LouisMO—
606
37,083
2,193
606
39,276
39,882
3,326
36,556
2009201652 years
4220 Duncan AvenueSt LouisMO13,856
1,871
35,044
4,150
1,871
39,194
41,065
2,633
38,432
2018201835 years
311 South Sarah StreetSt. LouisMO—
5,154
—
—
5,154
—
5,154
158
4,996
CIPCIPCIP
4300 DuncanSt. LouisMO—
2,818
46,749
18
2,818
46,767
49,585
3,264
46,321
2008201735 years
Weston ParkwayCaryNC—
1,372
6,535
1,743
1,372
8,278
9,650
1,080
8,570
1990201650 years
Patriot DriveDurhamNC—
1,960
10,749
372
1,960
11,121
13,081
1,067
12,014
2010201650 years
ChesterfieldDurhamNC—
3,594
57,781
4,801
3,619
62,557
66,176
9,602
56,574
2017201760 years
Paramount ParkwayMorrisvilleNC—
1,016
19,794
617
1,016
20,411
21,427
2,172
19,255
1999201645 years
Wake 90Winston-SalemNC—
2,752
79,949
1,296
2,752
81,245
83,997
8,056
75,941
2013201640 years
Wake 91Winston-SalemNC—
1,729
73,690
19
1,729
73,709
75,438
5,988
69,450
2011201650 years
Wake 60Winston-SalemNC15,000
1,243
83,414
1,370
1,243
84,784
86,027
9,164
76,863
2016201635 years
Bailey Power PlantWinston-SalemNC—
1,930
34,122
155
846
35,361
36,207
2,737
33,470
2017201735 years
Hershey Center Unit 1HummelstownPA—
813
23,699
937
813
24,636
25,449
2,213
23,236
2007201650 years
3737 Market StreetPhiladelphiaPA67,945
40
141,981
6,110
40
148,091
148,131
9,961
138,170
2014201654 years
3711 Market StreetPhiladelphiaPA—
12,320
69,278
6,796
12,320
76,074
88,394
6,103
82,291
2008201648 years
3675 Market StreetPhiladelphiaPA111,876
11,370
109,846
42,275
11,370
152,121
163,491
5,101
158,390
2018201835 years
3701 Filbert StreetPhiladelphiaPA—
3,655
—
—
3,655
—
3,655
—
3,655
CIPCIPCIP
115 North 38th StreetPhiladelphiaPA—
2,165
—
—
2,165
—
2,165
—
2,165
CIPCIPCIP
225 North 38th StreetPhiladelphiaPA—
9,672
1,260
—
9,672
1,260
10,932
—
10,932
CIPCIPCIP
3401 Market StreetPhiladelphiaPA—
4,500
22,157
96
4,500
22,253
26,753
812
25,941
1923201835 years
Drexel Academic Tower (6798)PhiladelphiaPA—
—
10,177
—
—
10,177
10,177
—
10,177
CIPCIPCIP
75 N. 38th Street (6799)PhiladelphiaPA—
9,432
—
—
9,432
—
9,432
—
9,432
N/A2019N/A
One uCity DevelopmentPhiladelphiaPA—
—
6,162
—
—
6,162
6,162
—
6,162
CIPCIPCIP
Pittsburgh Phase 1PittsburgPA—
—
28,342
—
—
28,342
28,342
—
28,342
CIPCIPCIP
Pittsburgh Phase 2PittsburgPA—
—
1,999
—
—
1,999
1,999
—
1,999
CIPCIPCIP

 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
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)ChicagoIL—
1,583
19,980
—
1,583
19,980
21,563
19,499
2,064
1949199525 years
Kindred - Chicago - LakeshoreChicagoIL—
1,513
9,525
—
1,513
9,525
11,038
9,465
1,573
1995197620 years
Kindred Hospital - Chicago (Northlake Campus)NorthlakeIL—
850
6,498
—
850
6,498
7,348
6,020
1,328
1960199130 years
Kindred Hospital - SycamoreSycamoreIL—
77
8,549
—
77
8,549
8,626
8,245
381
1949199320 years
Kindred Hospital - IndianapolisIndianapolisIN—
985
3,801
—
985
3,801
4,786
3,461
1,325
1955199330 years
Kindred Hospital - LouisvilleLouisvilleKY—
3,041
12,279
—
3,041
12,279
15,320
12,475
2,845
1964199520 years
Kindred Hospital - Kansas CityKansas CityMO—
277
2,914
—
277
2,914
3,191
2,712
479
1958199230 years
Kindred Hospital - St. LouisSt. LouisMO—
1,126
2,087
—
1,126
2,087
3,213
1,911
1,302
1984199140 years
Kindred Hospital - GreensboroGreensboroNC—
1,010
7,586
—
1,010
7,586
8,596
7,649
947
1964199420 years
Lovelace Rehabilitation HospitalAlbuquerqueNM—
401
17,186
1,342
401
18,528
18,929
747
18,182
1989201536 years
Kindred Hospital - AlbuquerqueAlbuquerqueNM—
11
4,253
—
11
4,253
4,264
2,879
1,385
1985199340 years
Kindred Hospital - Las Vegas (Sahara)Las VegasNV—
1,110
2,177
—
1,110
2,177
3,287
1,400
1,887
1980199440 years
University Hospitals Rehabilitation HospitalBeachwoodOH—
1,800
16,444
—
1,800
16,444
18,244
1,767
16,477
2013201335 years
Kindred Hospital - PhiladelphiaPhiladelphiaPA—
135
5,223
—
135
5,223
5,358
3,367
1,991
1960199535 years
Kindred Hospital - ChattanoogaChattanoogaTN—
756
4,415
—
756
4,415
5,171
4,118
1,053
1975199322 years
Kindred Hospital - Tarrant County (Fort Worth Southwest)Fort WorthTX—
2,342
7,458
—
2,342
7,458
9,800
7,504
2,296
1987198620 years
Kindred Hospital (Houston Northwest)HoustonTX—
1,699
6,788
—
1,699
6,788
8,487
5,627
2,860
1986198540 years
Kindred Hospital - HoustonHoustonTX—
33
7,062
—
33
7,062
7,095
6,637
458
1972199420 years
Kindred Hospital - MansfieldMansfieldTX—
267
2,462
—
267
2,462
2,729
1,960
769
1983199040 years
Kindred Hospital - San AntonioSan AntonioTX—
249
11,413
—
249
11,413
11,662
9,179
2,483
1981199330 years
Reliant Rehabilitation - Dallas TXDallasTX—
2,318
38,702
—
2,318
38,702
41,020
2,360
38,660
2009201535 years
Baylor Institute for Rehabilition - Ft. Worth TXFort WorthTX—
2,071
16,018
—
2,071
16,018
18,089
1,060
17,029
2008201535 years
Reliant Rehabilitation - Houston TXHoustonTX—
1,838
34,832
—
1,838
34,832
36,670
2,228
34,442
2012201535 years
Select Rehabilitation - San Antonio TXSan AntonioTX—
1,859
18,301
—
1,859
18,301
20,160
1,187
18,973
2010201535 years
TOTAL FOR SPECIALTY HOSPITALS  —
47,338
407,426
1,342
47,338
408,768
456,106
216,381
239,725
   
 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition1
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
South Street LandingProvidenceRI—
6,358
111,797
(1,261)6,358
110,536
116,894
4,406
112,488
2017201745 years
2/3 Davol SquareProvidenceRI—
4,537
6,886
7,116
4,537
14,002
18,539
1,868
16,671
2005201715 years
One Ship StreetProvidenceRI—
1,943
1,734
(29)1,943
1,705
3,648
198
3,450
1980201725 years
Brown Academic/R&D BuildingProvidenceRI43,575
—
68,335
—
—
68,335
68,335
423
67,912
2019201935 years
Providence Phase 2ProvidenceRI—
2,251
—
—
2,251
—
2,251
—
2,251
CIPCIPCIP
IRP INorfolkVA—
60
20,084
775
60
20,859
20,919
1,702
19,217
2007201655 years
IRP IINorfolkVA—
69
21,255
808
69
22,063
22,132
1,781
20,351
2007201655 years
Wexford Biotech 8RichmondVA—
2,615
85,514
988
2,615
86,502
89,117
6,318
82,799
2012201735 years
VTR Pre Development Expense  —
—
12,110
—
—
12,110
12,110
—
12,110
CIPCIPCIP
TOTAL FOR LIFE SCIENCES OFFICE BUILDINGS  252,252
126,447
2,042,875
108,745
125,761
2,152,306
2,278,067
150,887
2,127,180
   
TOTAL FOR OFFICE  642,825
510,797
6,303,476
463,765
505,587
6,772,451
7,278,038
1,447,741
5,830,297
   
TOTAL FOR ALL PROPERTIES  $2,093,065
$2,278,787
$23,393,356
$1,453,580
$2,283,929
$24,841,794
$27,125,723
$6,197,926
$20,927,797
   


1 Adjustments to basis included provisions for asset impairments, partial dispositions, costs capitalized subsequent to acquisitions and foreign currency translation adjustments.
 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
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 DowntownAlbuquerqueNM—
9,840
156,535
7,680
9,928
164,127
174,055
7,104
166,951
1968201533.5 years
Lovelace Westside HospitalAlbuquerqueNM—
10,107
18,501
(4,407)10,107
14,094
24,201
1,653
22,548
1984201520.5 years
Lovelace Women's HospitalAlbuquerqueNM—
7,236
183,866
9,154
7,236
193,020
200,256
6,090
194,166
1983201547 years
Roswell Regional HospitalRoswellNM—
2,560
41,164
287
2,560
41,451
44,011
1,377
42,634
2007201547 years
Hillcrest Hospital ClaremoreClaremoreOK—
3,623
34,359
(10,447)3,623
23,912
27,535
1,003
26,532
1955201540 years
Bailey Medical CenterOwassoOK—
4,964
8,969
(1,866)4,964
7,103
12,067
466
11,601
2006201532.5 years
Hillcrest Medical CenterTulsaOK—
28,319
215,199
4,140
28,319
219,339
247,658
9,397
238,261
1928201534 years
Hillcrest Hospital SouthTulsaOK—
17,026
100,892
11,849
17,026
112,741
129,767
4,467
125,300
1999201540 years
Baptist St. Anthony's HospitalAmarilloTX—
13,779
358,029
6,001
13,015
364,794
377,809
12,105
365,704
1967201544.5 years
Spire Hull and East Riding HospitalAnlabyHull—
3,194
81,613
(17,625)2,530
64,652
67,182
3,632
63,550
2010201450 years
Spire Fylde Coast HospitalBlackpoolLancashire—
2,446
28,896
(6,513)1,938
22,891
24,829
1,305
23,524
1980201450 years
Spire Clare Park HospitalFarnhamSurrey—
6,263
26,119
(6,730)4,961
20,691
25,652
1,226
24,426
2009201450 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 ChandlerChandlerAZ—
2,000
6,538
—
2,000
6,538
8,538
1,219
7,319
1998201135 years
The Springs of East MesaMesaAZ—
2,747
24,918
—
2,747
24,918
27,665
10,163
17,502
1986200535 years
Sterling House of MesaMesaAZ—
655
6,998
—
655
6,998
7,653
2,831
4,822
1998200535 years
Clare Bridge of Oro ValleyOro ValleyAZ—
666
6,169
—
666
6,169
6,835
2,496
4,339
1998200535 years
Sterling House of PeoriaPeoriaAZ—
598
4,872
—
598
4,872
5,470
1,971
3,499
1998200535 years
Clare Bridge of TempeTempeAZ—
611
4,066
—
611
4,066
4,677
1,645
3,032
1997200535 years
Sterling House on East SpeedwayTucsonAZ—
506
4,745
—
506
4,745
5,251
1,920
3,331
1998200535 years
Emeritus at Fairwood ManorAnaheimCA—
2,464
7,908
—
2,464
7,908
10,372
2,932
7,440
1977200535 years
Woodside TerraceRedwood CityCA—
7,669
66,691
—
7,669
66,691
74,360
27,420
46,940
1988200535 years
The AtriumSan JoseCA—
6,240
66,329
12,838
6,240
79,167
85,407
27,256
58,151
1987200535 years
Brookdale PlaceSan MarcosCA—
4,288
36,204
—
4,288
36,204
40,492
14,972
25,520
1987200535 years
Emeritus at Heritage PlaceTracyCA—
1,110
13,296
—
1,110
13,296
14,406
4,604
9,802
1986200535 years
Ridge Point Assisted Living InnBoulderCO—
1,290
20,683
—
1,290
20,683
21,973
3,597
18,376
1985201135 years
Wynwood of Colorado SpringsColorado SpringsCO—
715
9,279
—
715
9,279
9,994
3,754
6,240
1997200535 years
Wynwood of PuebloPuebloCO4,859
840
9,403
—
840
9,403
10,243
3,804
6,439
1997200535 years
The Gables at FarmingtonFarmingtonCT—
3,995
36,310
—
3,995
36,310
40,305
14,803
25,502
1984200535 years

 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
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 WindsorSouth WindsorCT—
2,187
12,682
—
2,187
12,682
14,869
4,648
10,221
1999200435 years
ChatfieldWest HartfordCT—
2,493
22,833
21,919
2,493
44,752
47,245
9,480
37,765
1989200535 years
Sterling House of Salina IIBonita SpringsFL8,753
1,540
10,783
—
1,540
10,783
12,323
4,305
8,018
1989200535 years
Emeritus at Boynton BeachBoynton BeachFL13,414
2,317
16,218
—
2,317
16,218
18,535
6,311
12,224
1999200535 years
Emeritus at Deer CreekDeerfield BeachFL—
1,399
9,791
—
1,399
9,791
11,190
4,129
7,061
1999200535 years
Clare Bridge of Ft. MyersFort MyersFL—
1,510
7,862
—
1,510
7,862
9,372
1,358
8,014
1996201135 years
Sterling House of MerrimacJacksonvilleFL—
860
16,745
—
860
16,745
17,605
2,779
14,826
1997201135 years
Clare Bridge of JacksonvilleJacksonvilleFL—
1,300
9,659
—
1,300
9,659
10,959
1,646
9,313
1997201135 years
Emeritus at Jensen BeachJensen BeachFL12,037
1,831
12,820
—
1,831
12,820
14,651
5,104
9,547
1999200535 years
Sterling House of Ormond BeachOrmond BeachFL—
1,660
9,738
—
1,660
9,738
11,398
1,672
9,726
1997201135 years
Sterling House of Palm CoastPalm CoastFL—
470
9,187
—
470
9,187
9,657
1,591
8,066
1997201135 years
Sterling House of PensacolaPensacolaFL—
633
6,087
—
633
6,087
6,720
2,462
4,258
1998200535 years
Sterling House of Englewood (FL)Rotonda WestFL—
1,740
4,331
—
1,740
4,331
6,071
900
5,171
1997201135 years
Clare Bridge of TallahasseeTallahasseeFL4,314
667
6,168
—
667
6,168
6,835
2,495
4,340
1998200535 years
Sterling House of TavaresTavaresFL—
280
15,980
—
280
15,980
16,260
2,664
13,596
1997201135 years
Clare Bridge of West MelbourneWest MelbourneFL6,149
586
5,481
—
586
5,481
6,067
2,217
3,850
2000200535 years
The Classic at West Palm BeachWest Palm BeachFL24,828
3,758
33,072
—
3,758
33,072
36,830
13,567
23,263
1990200535 years
Clare Bridge Cottage of Winter HavenWinter HavenFL—
232
3,006
—
232
3,006
3,238
1,216
2,022
1997200535 years
Sterling House of Winter HavenWinter HavenFL—
438
5,549
—
438
5,549
5,987
2,245
3,742
1997200535 years
Wynwood of Twin FallsTwin FallsID—
703
6,153
—
703
6,153
6,856
2,489
4,367
1997200535 years
The HallmarkChicagoIL—
11,057
107,517
3,266
11,057
110,783
121,840
44,575
77,265
1990200535 years
The Kenwood of Lake ViewChicagoIL—
3,072
26,668
—
3,072
26,668
29,740
10,969
18,771
1950200535 years
The HeritageDes PlainesIL32,000
6,871
60,165
(66)6,805
60,165
66,970
24,705
42,265
1993200535 years
Devonshire of Hoffman EstatesHoffman EstatesIL—
3,886
44,130
—
3,886
44,130
48,016
17,316
30,700
1987200535 years
The DevonshireLisleIL33,000
7,953
70,400
—
7,953
70,400
78,353
28,846
49,507
1990200535 years
Seasons at GlenviewNorthbrookIL—
1,988
39,762
—
1,988
39,762
41,750
14,897
26,853
1999200435 years
Hawthorn LakesVernon HillsIL—
4,439
35,044
—
4,439
35,044
39,483
14,694
24,789
1987200535 years
The WillowsVernon HillsIL—
1,147
10,041
—
1,147
10,041
11,188
4,123
7,065
1999200535 years
Sterling House of EvansvilleEvansvilleIN3,461
357
3,765
—
357
3,765
4,122
1,523
2,599
1998200535 years
Berkshire of CastletonIndianapolisIN—
1,280
11,515
—
1,280
11,515
12,795
4,704
8,091
1986200535 years
Sterling House of MarionMarionIN—
207
3,570
—
207
3,570
3,777
1,444
2,333
1998200535 years
Sterling House of PortagePortageIN—
128
3,649
—
128
3,649
3,777
1,476
2,301
1999200535 years

 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
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 RichmondRichmondIN—
495
4,124
—
495
4,124
4,619
1,668
2,951
1998200535 years
Sterling House of DerbyDerbyKS—
440
4,422
—
440
4,422
4,862
781
4,081
1994201135 years
Clare Bridge of LeawoodLeawoodKS3,525
117
5,127
—
117
5,127
5,244
2,074
3,170
2000200535 years
Sterling House of Salina IISalinaKS—
300
5,657
—
300
5,657
5,957
1,004
4,953
1996201135 years
Clare Bridge Cottage of TopekaTopekaKS4,721
370
6,825
—
370
6,825
7,195
2,761
4,434
2000200535 years
Sterling House of WellingtonWellingtonKS—
310
2,434
—
310
2,434
2,744
469
2,275
1994201135 years
Emeritus at Farm PondFraminghamMA—
5,819
33,361
2,430
5,819
35,791
41,610
12,213
29,397
1999200435 years
Emeritus at Cape Cod (WhiteHall)HyannisMA—
1,277
9,063
—
1,277
9,063
10,340
3,106
7,234
1999200535 years
River Bay ClubQuincyMA—
6,101
57,862
—
6,101
57,862
63,963
23,405
40,558
1986200535 years
Woven Hearts of DavisonDavisonMI—
160
3,189
2,543
160
5,732
5,892
1,386
4,506
1997201135 years
Clare Bridge of Delta CharterDelta TownshipMI—
730
11,471
—
730
11,471
12,201
1,947
10,254
1998201135 years
Woven Hearts of Delta CharterDelta TownshipMI—
820
3,313
—
820
3,313
4,133
788
3,345
1998201135 years
Clare Bridge of Farmington Hills IFarmington HillsMI—
580
10,497
—
580
10,497
11,077
2,001
9,076
1994201135 years
Clare Bridge of Farmington Hills IIFarmington HillsMI—
700
10,246
—
700
10,246
10,946
2,028
8,918
1994201135 years
Wynwood of Meridian Lansing IIHaslettMI—
1,340
6,134
—
1,340
6,134
7,474
1,171
6,303
1998201135 years
Clare Bridge of Grand Blanc IHollyMI—
450
12,373
—
450
12,373
12,823
2,109
10,714
1998201135 years
Wynwood of Grand Blanc IIHollyMI—
620
14,627
—
620
14,627
15,247
2,522
12,725
1998201135 years
Wynwood of NorthvilleNorthvilleMI6,942
407
6,068
—
407
6,068
6,475
2,455
4,020
1996200535 years
Clare Bridge of Troy ITroyMI—
630
17,178
—
630
17,178
17,808
2,892
14,916
1998201135 years
Wynwood of Troy IITroyMI—
950
12,503
—
950
12,503
13,453
2,260
11,193
1998201135 years
Wynwood of UticaUticaMI—
1,142
11,808
—
1,142
11,808
12,950
4,777
8,173
1996200535 years
Clare Bridge of UticaUticaMI—
700
8,657
—
700
8,657
9,357
1,568
7,789
1995201135 years
Sterling House of BlaineBlaineMN—
150
1,675
—
150
1,675
1,825
678
1,147
1997200535 years
Clare Bridge of Eden PrairieEden PrairieMN—
301
6,228
—
301
6,228
6,529
2,520
4,009
1998200535 years
Woven Hearts of FaribaultFaribaultMN—
530
1,085
—
530
1,085
1,615
240
1,375
1997201135 years
Sterling House of Inver Grove HeightsInver Grove HeightsMN2,755
253
2,655
—
253
2,655
2,908
1,074
1,834
1997200535 years
Woven Hearts of MankatoMankatoMN—
490
410
—
490
410
900
173
727
1996201135 years
Edina Park PlazaMinneapolisMN15,040
3,621
33,141
22,975
3,621
56,116
59,737
14,327
45,410
1998200535 years
Clare Bridge of North OaksNorth OaksMN—
1,057
8,296
—
1,057
8,296
9,353
3,356
5,997
1998200535 years
Clare Bridge of PlymouthPlymouthMN—
679
8,675
—
679
8,675
9,354
3,509
5,845
1998200535 years
Woven Hearts of Sauk RapidsSauk RapidsMN—
480
3,178
—
480
3,178
3,658
575
3,083
1997201135 years
Woven Hearts of WilmarWilmarMN—
470
4,833
—
470
4,833
5,303
829
4,474
1997201135 years
Woven Hearts of WinonaWinonaMN—
800
1,390
—
800
1,390
2,190
486
1,704
1997201135 years
The Solana West CountyBallwinMO—
3,100
35,074
35
3,100
35,109
38,209
2,735
35,474
2012201435 years
Clare Bridge of CaryCaryNC—
724
6,466
—
724
6,466
7,190
2,616
4,574
1997200535 years

 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
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 HickoryHickoryNC—
330
10,981
—
330
10,981
11,311
1,868
9,443
1997201135 years
Clare Bridge of Winston-SalemWinston-SalemNC—
368
3,497
—
368
3,497
3,865
1,415
2,450
1997200535 years
BrendenwoodVoorhees TownshipNJ17,294
3,158
29,909
—
3,158
29,909
33,067
12,101
20,966
1987200535 years
Clare Bridge of WestamptonWestamptonNJ—
881
4,741
—
881
4,741
5,622
1,918
3,704
1997200535 years
Sterling House of DeptfordWoodburyNJ—
1,190
5,482
—
1,190
5,482
6,672
1,031
5,641
1998201135 years
Ponce de LeonSanta FeNM—
—
28,178
—
—
28,178
28,178
11,151
17,027
1986200535 years
Wynwood of KenmoreBuffaloNY12,943
1,487
15,170
—
1,487
15,170
16,657
6,137
10,520
1995200535 years
Villas of Sherman BrookClintonNY—
947
7,528
—
947
7,528
8,475
3,046
5,429
1991200535 years
Wynwood of Liberty (Manlius)ManliusNY—
890
28,237
—
890
28,237
29,127
4,710
24,417
1994201135 years
Clare Bridge of PerintonPittsfordNY—
611
4,066
—
611
4,066
4,677
1,645
3,032
1997200535 years
The Gables at BrightonRochesterNY—
1,131
9,498
—
1,131
9,498
10,629
3,933
6,696
1988200535 years
Clare Bridge of NiskayunaSchenectadyNY—
1,021
8,333
—
1,021
8,333
9,354
3,371
5,983
1997200535 years
Wynwood of NiskayunaSchenectadyNY16,202
1,884
16,103
—
1,884
16,103
17,987
6,515
11,472
1996200535 years
Villas of SummerfieldSyracuseNY—
1,132
11,434
—
1,132
11,434
12,566
4,626
7,940
1991200535 years
Clare Bridge of WilliamsvilleWilliamsvilleNY6,692
839
3,841
—
839
3,841
4,680
1,554
3,126
1997200535 years
Sterling House of AllianceAllianceOH2,178
392
6,283
—
392
6,283
6,675
2,542
4,133
1998200535 years
Clare Bridge Cottage of AustintownAustintownOH—
151
3,087
—
151
3,087
3,238
1,249
1,989
1999200535 years
Sterling House of BarbertonBarbertonOH—
440
10,884
—
440
10,884
11,324
1,853
9,471
1997201135 years
Sterling House of Beaver CreekBeavercreekOH—
587
5,381
—
587
5,381
5,968
2,177
3,791
1998200535 years
Sterling House of Englewood (OH)ClaytonOH—
630
6,477
—
630
6,477
7,107
1,160
5,947
1997201135 years
Sterling House of WestervilleColumbusOH1,800
267
3,600
—
267
3,600
3,867
1,457
2,410
1999200535 years
Sterling House of GreenvilleGreenvilleOH—
490
4,144
—
490
4,144
4,634
866
3,768
1997201135 years
Sterling House of LancasterLancasterOH—
460
4,662
—
460
4,662
5,122
875
4,247
1998201135 years
Sterling House of MarionMarionOH—
620
3,306
—
620
3,306
3,926
667
3,259
1998201135 years
Sterling House of SalemSalemOH—
634
4,659
—
634
4,659
5,293
1,885
3,408
1998200535 years
Sterling House of SpringdaleSpringdaleOH—
1,140
9,134
—
1,140
9,134
10,274
1,578
8,696
1997201135 years
Sterling House of BartlesvilleBartlesvilleOK—
250
10,529
—
250
10,529
10,779
1,766
9,013
1997201135 years
Sterling House of BethanyBethanyOK—
390
1,499
—
390
1,499
1,889
327
1,562
1994201135 years
Sterling House of Broken ArrowBroken ArrowOK—
940
6,312
6,410
1,873
11,789
13,662
1,965
11,697
1996201135 years
Forest Grove Residential CommunityForest GroveOR—
2,320
9,633
—
2,320
9,633
11,953
1,826
10,127
1994201135 years
The Heritage at Mt. HoodGreshamOR—
2,410
9,093
—
2,410
9,093
11,503
1,724
9,779
1988201135 years
McMinnville Residential EstatesMcMinnvilleOR1,312
1,230
7,561
—
1,230
7,561
8,791
1,588
7,203
1989201135 years
Sterling House of DentonDentonTX—
1,750
6,712
—
1,750
6,712
8,462
1,175
7,287
1996201135 years
Sterling House of EnnisEnnisTX—
460
3,284
—
460
3,284
3,744
628
3,116
1996201135 years
Sterling House of KerrvilleKerrvilleTX—
460
8,548
—
460
8,548
9,008
1,458
7,550
1997201135 years

 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
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 LancasterLancasterTX—
410
1,478
—
410
1,478
1,888
352
1,536
1997201135 years
Sterling House of ParisParisTX—
360
2,411
—
360
2,411
2,771
499
2,272
1996201135 years
Sterling House of San AntonioSan AntonioTX—
1,400
10,051
—
1,400
10,051
11,451
1,739
9,712
1997201135 years
Sterling House of TempleTempleTX—
330
5,081
—
330
5,081
5,411
930
4,481
1997201135 years
Emeritus at Ridgewood GardensSalemVA—
1,900
16,219
—
1,900
16,219
18,119
6,229
11,890
1998201135 years
Clare Bridge of LynwoodLynnwoodWA—
1,219
9,573
—
1,219
9,573
10,792
3,873
6,919
1999200535 years
Clare Bridge of PuyallupPuyallupWA9,434
1,055
8,298
—
1,055
8,298
9,353
3,357
5,996
1998200535 years
Columbia EdgewaterRichlandWA—
960
23,270
—
960
23,270
24,230
4,075
20,155
1990201135 years
Park PlaceSpokaneWA—
1,622
12,895
—
1,622
12,895
14,517
5,399
9,118
1915200535 years
Crossings at AllenmoreTacomaWA—
620
16,186
—
620
16,186
16,806
2,742
14,064
1997201135 years
Union Park at AllenmoreTacomaWA—
1,710
3,326
—
1,710
3,326
5,036
891
4,145
1988201135 years
Crossings at YakimaYakimaWA—
860
15,276
—
860
15,276
16,136
2,668
13,468
1998201135 years
Sterling House of Fond du LacFond du LacWI—
196
1,603
—
196
1,603
1,799
648
1,151
2000200535 years
Clare Bridge of KenoshaKenoshaWI—
551
5,431
2,772
551
8,203
8,754
2,860
5,894
2000200535 years
Woven Hearts of KenoshaKenoshaWI—
630
1,694
—
630
1,694
2,324
341
1,983
1997201135 years
Clare Bridge Cottage of La CrosseLa CrosseWI—
621
4,056
1,126
621
5,182
5,803
1,911
3,892
2004200535 years
Sterling House of La CrosseLa CrosseWI—
644
5,831
2,637
644
8,468
9,112
2,991
6,121
1998200535 years
Sterling House of MiddletonMiddletonWI—
360
5,041
—
360
5,041
5,401
867
4,534
1997201135 years
Woven Hearts of NeenahNeenahWI—
340
1,030
—
340
1,030
1,370
232
1,138
1996201135 years
Woven Hearts of OnalaskaOnalaskaWI—
250
4,949
—
250
4,949
5,199
847
4,352
1995201135 years
Woven Hearts of OshkoshOshkoshWI—
160
1,904
—
160
1,904
2,064
374
1,690
1996201135 years
Woven Hearts of Sun PrairieSun PrairieWI—
350
1,131
—
350
1,131
1,481
247
1,234
1994201135 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 ChandlerChandlerAZ—
4,344
14,455
628
4,439
14,988
19,427
2,537
16,890
2007201235 years
Sunrise of ScottsdaleScottsdaleAZ—
2,229
27,575
601
2,255
28,150
30,405
8,237
22,168
2007200735 years
Sunrise of River RoadTucsonAZ—
2,971
12,399
221
2,971
12,620
15,591
1,980
13,611
2008201235 years
Sunrise of Lynn ValleyVancouverBC—
11,759
37,424
(11,789)8,702
28,692
37,394
8,301
29,093
2002200735 years
Sunrise of VancouverVancouverBC—
6,649
31,937
396
6,661
32,321
38,982
9,701
29,281
2005200735 years
Sunrise of VictoriaVictoriaBC—
8,332
29,970
(8,921)6,220
23,161
29,381
6,803
22,578
2001200735 years
Sunrise at La CostaCarlsbadCA—
4,890
20,590
1,385
4,989
21,876
26,865
6,897
19,968
1999200735 years
Sunrise of CarmichaelCarmichaelCA—
1,269
14,598
437
1,284
15,020
16,304
2,445
13,859
2009201235 years
Sunrise of Fair OaksFair OaksCA—
1,456
23,679
1,830
2,484
24,481
26,965
7,493
19,472
2001200735 years
Sunrise of Mission ViejoMission ViejoCA—
3,802
24,560
1,330
3,867
25,825
29,692
7,908
21,784
1998200735 years
Sunrise at Canyon CrestRiversideCA—
5,486
19,658
1,646
5,550
21,240
26,790
6,444
20,346
2006200735 years
Sunrise of RocklinRocklinCA—
1,378
23,565
870
1,411
24,402
25,813
7,186
18,627
2007200735 years

 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
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 MateoSan MateoCA—
2,682
35,335
1,667
2,705
36,979
39,684
10,797
28,887
1999200735 years
Sunrise of SunnyvaleSunnyvaleCA—
2,933
34,361
1,145
2,969
35,470
38,439
10,387
28,052
2000200735 years
Sunrise at Sterling CanyonValenciaCA—
3,868
29,293
4,733
4,041
33,853
37,894
10,535
27,359
1998200735 years
Sunrise of Westlake VillageWestlake VillageCA—
4,935
30,722
1,052
5,026
31,683
36,709
9,340
27,369
2004200735 years
Sunrise at Yorba LindaYorba LindaCA—
1,689
25,240
1,384
1,765
26,548
28,313
7,745
20,568
2002200735 years
Sunrise at Cherry CreekDenverCO—
1,621
28,370
1,250
1,721
29,520
31,241
8,802
22,439
2000200735 years
Sunrise at PinehurstDenverCO—
1,417
30,885
1,881
1,596
32,587
34,183
10,083
24,100
1998200735 years
Sunrise at OrchardLittletonCO—
1,813
22,183
1,379
1,846
23,529
25,375
7,287
18,088
1997200735 years
Sunrise of WestminsterWestminsterCO—
2,649
16,243
1,555
2,686
17,761
20,447
5,433
15,014
2000200735 years
Sunrise of StamfordStamfordCT—
4,612
28,533
1,810
4,648
30,307
34,955
9,237
25,718
1999200735 years
Sunrise of JacksonvilleJacksonvilleFL—
2,390
17,671
165
2,420
17,806
20,226
2,952
17,274
2009201235 years
Sunrise of Ivey RidgeAlpharettaGA—
1,507
18,516
1,234
1,513
19,744
21,257
6,044
15,213
1998200735 years
Sunrise of Huntcliff IAtlantaGA—
4,232
66,161
16,359
4,185
82,567
86,752
24,677
62,075
1987200735 years
Sunrise of Huntcliff IIAtlantaGA—
2,154
17,137
1,843
2,160
18,974
21,134
5,997
15,137
1998200735 years
Sunrise at East CobbMariettaGA—
1,797
23,420
1,376
1,806
24,787
26,593
7,552
19,041
1997200735 years
Sunrise of BarringtonBarringtonIL—
859
15,085
412
884
15,472
16,356
2,576
13,780
2007201235 years
Sunrise of BloomingdaleBloomingdaleIL—
1,287
38,625
1,534
1,382
40,064
41,446
11,769
29,677
2000200735 years
Sunrise of Buffalo GroveBuffalo GroveIL—
2,154
28,021
1,268
2,339
29,104
31,443
8,792
22,651
1999200735 years
Sunrise of Lincoln ParkChicagoIL—
3,485
26,687
1,133
3,504
27,801
31,305
7,918
23,387
2003200735 years
Sunrise of NapervilleNapervilleIL—
1,946
28,538
2,414
2,610
30,288
32,898
9,374
23,524
1999200735 years
Sunrise of Palos ParkPalos ParkIL—
2,363
42,205
1,087
2,394
43,261
45,655
12,773
32,882
2001200735 years
Sunrise of Park RidgePark RidgeIL—
5,533
39,557
2,502
5,630
41,962
47,592
12,246
35,346
1998200735 years
Sunrise of WillowbrookWillowbrookIL—
1,454
60,738
2,185
2,057
62,320
64,377
16,701
47,676
2000200735 years
Sunrise of Old MeridianCarmelIN—
8,550
31,746
344
8,550
32,090
40,640
5,250
35,390
2009201235 years
Sunrise of LeawoodLeawoodKS—
651
16,401
533
768
16,817
17,585
2,574
15,011
2006201235 years
Sunrise of Overland ParkOverland ParkKS—
650
11,015
412
660
11,417
12,077
1,948
10,129
2007201235 years
Sunrise of Baton RougeBaton RougeLA—
1,212
23,547
1,355
1,321
24,793
26,114
7,387
18,727
2000200735 years
Sunrise of ArlingtonArlingtonMA—
86
34,393
969
107
35,341
35,448
10,645
24,803
2001200735 years
Sunrise of NorwoodNorwoodMA—
2,230
30,968
1,691
2,306
32,583
34,889
9,701
25,188
1997200735 years
Sunrise of ColumbiaColumbiaMD—
1,780
23,083
2,539
1,918
25,484
27,402
7,604
19,798
1996200735 years
Sunrise of RockvilleRockvilleMD—
1,039
39,216
1,986
1,066
41,175
42,241
11,589
30,652
1997200735 years
Sunrise of BloomfieldBloomfield HillsMI—
3,736
27,657
1,768
3,852
29,309
33,161
8,602
24,559
2006200735 years
Sunrise of CascadeGrand RapidsMI—
1,273
21,782
531
1,358
22,228
23,586
3,513
20,073
2007201235 years
Sunrise of NorthvillePlymouthMI—
1,445
26,090
1,067
1,525
27,077
28,602
8,264
20,338
1999200735 years
Sunrise of RochesterRochesterMI—
2,774
38,666
1,117
2,846
39,711
42,557
11,715
30,842
1998200735 years
Sunrise of TroyTroyMI—
1,758
23,727
750
1,860
24,375
26,235
7,422
18,813
2001200735 years
Sunrise of EdinaEdinaMN—
3,181
24,224
2,646
3,270
26,781
30,051
8,169
21,882
1999200735 years
Sunrise on ProvidenceCharlotteNC—
1,976
19,472
2,095
1,988
21,555
23,543
6,440
17,103
1999200735 years

 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
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 HillsRaleighNC—
749
37,091
5,148
762
42,226
42,988
12,285
30,703
2000200735 years
Sunrise of East BrunswickEast BrunswickNJ—
2,784
26,173
1,981
3,030
27,908
30,938
8,766
22,172
1999200735 years
Sunrise of JacksonJacksonNJ—
4,009
15,029
502
4,013
15,527
19,540
2,663
16,877
2008201235 years
Sunrise of Morris PlainsMorris PlainsNJ17,839
1,492
32,052
1,913
1,569
33,888
35,457
10,025
25,432
1997200735 years
Sunrise of Old TappanOld TappanNJ16,567
2,985
36,795
1,708
3,042
38,446
41,488
11,387
30,101
1997200735 years
Sunrise of WallWall TownshipNJ—
1,053
19,101
1,206
1,088
20,272
21,360
6,056
15,304
1999200735 years
Sunrise of WayneWayneNJ13,160
1,288
24,990
2,333
1,324
27,287
28,611
8,084
20,527
1996200735 years
Sunrise of WestfieldWestfieldNJ17,438
5,057
23,803
1,882
5,117
25,625
30,742
7,859
22,883
1996200735 years
Sunrise of Woodcliff LakeWoodcliff LakeNJ—
3,493
30,801
1,319
3,537
32,076
35,613
9,780
25,833
2000200735 years
Sunrise of North LynbrookLynbrookNY—
4,622
38,087
1,836
4,700
39,845
44,545
12,335
32,210
1999200735 years
Sunrise at FleetwoodMount VernonNY—
4,381
28,434
2,154
4,505
30,464
34,969
9,358
25,611
1999200735 years
Sunrise of New CityNew CityNY—
1,906
27,323
1,529
1,950
28,808
30,758
8,663
22,095
1999200735 years
Sunrise of SmithtownSmithtownNY—
2,853
25,621
2,404
3,038
27,840
30,878
8,872
22,006
1999200735 years
Sunrise of Staten IslandStaten IslandNY—
7,237
23,910
384
7,288
24,243
31,531
9,433
22,098
2006200735 years
Sunrise at ParmaClevelandOH—
695
16,641
1,097
890
17,543
18,433
5,343
13,090
2000200735 years
Sunrise of Cuyahoga FallsCuyahoga FallsOH—
626
10,239
1,453
777
11,541
12,318
3,627
8,691
2000200735 years
Sunrise of AuroraAuroraON—
1,570
36,113
(9,069)1,167
27,447
28,614
8,101
20,513
2002200735 years
Sunrise of BurlingtonBurlingtonON—
1,173
24,448
644
1,191
25,074
26,265
7,214
19,051
2001200735 years
Sunrise of UnionvilleMarkhamON—
2,322
41,140
(10,031)1,775
31,656
33,431
9,218
24,213
2000200735 years
Sunrise of MississaugaMississaugaON—
3,554
33,631
(8,584)2,725
25,876
28,601
7,506
21,095
2000200735 years
Sunrise of Erin MillsMississaugaON—
1,957
27,020
(6,836)1,491
20,650
22,141
6,336
15,805
2007200735 years
Sunrise of OakvilleOakvilleON—
2,753
37,489
778
2,758
38,262
41,020
10,969
30,051
2002200735 years
Sunrise of Richmond HillRichmond HillON—
2,155
41,254
(10,251)1,621
31,537
33,158
9,036
24,122
2002200735 years
Thorne Mill of SteelesVaughanON—
2,563
57,513
(12,356)1,320
46,400
47,720
12,578
35,142
2003200735 years
Sunrise of WindsorWindsorON—
1,813
20,882
560
1,833
21,422
23,255
6,268
16,987
2001200735 years
Sunrise of AbingtonAbingtonPA22,410
1,838
53,660
4,843
2,015
58,326
60,341
16,884
43,457
1997200735 years
Sunrise of Blue BellBlue BellPA—
1,765
23,920
2,305
1,827
26,163
27,990
8,066
19,924
2006200735 years
Sunrise of ExtonExtonPA—
1,123
17,765
1,634
1,187
19,335
20,522
5,921
14,601
2000200735 years
Sunrise of HaverfordHaverfordPA7,031
941
25,872
1,953
983
27,783
28,766
8,162
20,604
1997200735 years
Sunrise at Granite RunMediaPA10,821
1,272
31,781
2,159
1,372
33,840
35,212
9,980
25,232
1997200735 years
Sunrise of Lower MakefieldMorrisvillePA—
3,165
21,337
418
3,167
21,753
24,920
3,572
21,348
2008201235 years
Sunrise of WesttownWest ChesterPA—
1,547
22,996
1,538
1,570
24,511
26,081
7,835
18,246
1999200735 years
Sunrise of HillcrestDallasTX—
2,616
27,680
655
2,626
28,325
30,951
8,449
22,502
2006200735 years
Sunrise of Fort WorthFort WorthTX—
2,024
18,587
650
2,083
19,178
21,261
3,174
18,087
2007201235 years
Sunrise of FriscoFriscoTX—
2,523
14,547
324
2,535
14,859
17,394
2,151
15,243
2009201235 years
Sunrise of Cinco RanchKatyTX—
2,512
21,600
860
2,550
22,422
24,972
3,585
21,387
2007201235 years
Sunrise of HolladayHolladayUT—
2,542
44,771
507
2,577
45,243
47,820
7,186
40,634
2008201235 years
Sunrise of SandySandyUT—
2,576
22,987
180
2,618
23,125
25,743
7,060
18,683
2007200735 years
Sunrise of AlexandriaAlexandriaVA—
88
14,811
1,993
176
16,716
16,892
5,530
11,362
1998200735 years

 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
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 RichmondRichmondVA—
1,120
17,446
1,141
1,151
18,556
19,707
5,890
13,817
1999200735 years
Sunrise of Bon AirRichmondVA—
2,047
22,079
543
2,032
22,637
24,669
3,739
20,930
2008201235 years
Sunrise of SpringfieldSpringfieldVA8,051
4,440
18,834
2,287
4,466
21,095
25,561
6,439
19,122
1997200735 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 LakeCalgaryAB—
2,512
39,188
(5,230)2,184
34,286
36,470
2,834
33,636
2003201435 years
Canyon MeadowsCalgaryAB—
1,617
30,803
(3,633)1,399
27,388
28,787
2,329
26,458
1995201435 years
Churchill ManorEdmontonAB—
2,865
30,482
(3,938)2,479
26,930
29,409
2,335
27,074
1999201435 years
View at LethbridgeLethbridgeAB—
2,503
24,770
(3,338)2,166
21,769
23,935
2,031
21,904
2007201435 years
Victoria ParkRed DeerAB—
1,188
22,554
(2,503)1,028
20,211
21,239
1,893
19,346
1999201435 years
Ironwood EstatesSt. AlbertAB—
3,639
22,519
(2,928)3,154
20,076
23,230
1,875
21,355
1998201435 years
Atria RegencyMobileAL—
950
11,897
1,136
953
13,030
13,983
3,143
10,840
1996201135 years
Atria Chandler VillasChandlerAZ—
3,650
8,450
1,334
3,715
9,719
13,434
3,086
10,348
1988201135 years
Atria Sierra PointeScottsdaleAZ—
10,930
65,372
1,898
10,962
67,238
78,200
5,595
72,605
2000201435 years
Atria Campana Del RioTucsonAZ—
5,861
37,284
1,864
5,972
39,037
45,009
8,792
36,217
1964201135 years
Atria Valley ManorTucsonAZ—
1,709
60
732
1,768
733
2,501
311
2,190
1963201135 years
Atria Bell Court GardensTucsonAZ—
3,010
30,969
1,565
3,020
32,524
35,544
6,495
29,049
1964201135 years
Longlake ChateauNanaimoBC—
1,874
22,910
(2,810)1,622
20,352
21,974
1,930
20,044
1990201435 years
Prince GeorgePrince GeorgeBC—
2,066
22,761
(3,150)1,787
19,890
21,677
1,879
19,798
2005201435 years
The VictorianVictoriaBC—
3,419
16,351
(2,329)2,967
14,474
17,441
1,451
15,990
1988201435 years
Victorian at McKenzieVictoriaBC—
4,801
25,712
(3,700)4,158
22,655
26,813
2,071
24,742
2003201435 years
Atria BurlingameBurlingameCA7,005
2,494
12,373
1,228
2,523
13,572
16,095
3,018
13,077
1977201135 years
Atria Las PosasCamarilloCA—
4,500
28,436
941
4,518
29,359
33,877
5,857
28,020
1997201135 years
Atria Carmichael OaksCarmichaelCA18,360
2,118
49,694
1,399
2,144
51,067
53,211
6,753
46,458
1992201335 years
Atria El Camino GardensCarmichaelCA—
6,930
32,318
12,929
7,123
45,054
52,177
7,552
44,625
1984201135 years
Atria CovinaCovinaCA—
170
4,131
588
250
4,639
4,889
1,304
3,585
1977201135 years
Atria Daly CityDaly CityCA7,149
3,090
13,448
1,025
3,102
14,461
17,563
3,120
14,443
1975201135 years
Atria Covell GardensDavisCA—
2,163
39,657
10,538
2,382
49,976
52,358
10,564
41,794
1987201135 years
Atria EncinitasEncinitasCA—
5,880
9,212
1,288
5,930
10,450
16,380
2,494
13,886
1984201135 years
Atria EscondidoEscondidoCA—
1,196
7,155
363
1,199
7,515
8,714
875
7,839
2002201435 years
Atria Grass ValleyGrass ValleyCA11,438
1,965
28,414
660
2,010
29,029
31,039
3,998
27,041
2000201335 years
Atria Golden CreekIrvineCA—
6,900
23,544
1,130
6,926
24,648
31,574
5,464
26,110
1985201135 years
Atria LafayetteLafayetteCA19,278
5,679
56,922
731
5,697
57,635
63,332
7,159
56,173
2007201335 years
Atria Del SolMission ViejoCA—
3,500
12,458
8,379
3,781
20,556
24,337
4,107
20,230
1985201135 years
Atria Tamalpais CreekNovatoCA—
5,812
24,703
585
5,827
25,273
31,100
5,186
25,914
1978201135 years
Atria Pacific PalisadesPacific PalisadesCA—
4,458
17,064
1,302
4,489
18,335
22,824
5,961
16,863
2001200735 years

 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
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 DesertPalm DesertCA—
2,887
9,843
1,134
3,112
10,752
13,864
4,056
9,808
1988201135 years
Atria HaciendaPalm DesertCA—
6,680
85,900
2,959
6,860
88,679
95,539
16,494
79,045
1989201135 years
Atria ParadiseParadiseCA4,702
2,265
28,262
946
2,309
29,164
31,473
3,898
27,575
1999201335 years
Atria Del ReyRancho CucamongaCA—
3,290
17,427
4,704
3,464
21,957
25,421
6,137
19,284
1987201135 years
Atria RocklinRocklinCA19,633
4,427
52,064
497
4,427
52,561
56,988
3,415
53,573
2001201535 years
Atria CollwoodSan DiegoCA—
290
10,650
989
338
11,591
11,929
2,753
9,176
1976201135 years
Atria Rancho ParkSan DimasCA—
4,066
14,306
1,227
4,602
14,997
19,599
3,936
15,663
1975201135 years
Atria Chateau GardensSan JoseCA—
39
487
601
49
1,078
1,127
928
199
1977201135 years
Atria Willow GlenSan JoseCA—
8,521
43,168
2,485
8,576
45,598
54,174
8,113
46,061
1976201135 years
Atria Chateau San JuanSan Juan CapistranoCA—
5,110
29,436
8,193
5,314
37,425
42,739
10,122
32,617
1985201135 years
Atria HillsdaleSan MateoCA—
5,240
15,956
1,820
5,253
17,763
23,016
3,593
19,423
1986201135 years
Atria Santa ClaritaSanta ClaritaCA—
3,880
38,366
473
3,880
38,839
42,719
2,571
40,148
2001201535 years
Atria Bayside LandingStocktonCA—
—
467
482
—
949
949
769
180
1998201135 years
Atria SunnyvaleSunnyvaleCA—
6,120
30,068
4,555
6,226
34,517
40,743
7,010
33,733
1977201135 years
Atria TarzanaTarzanaCA—
960
47,547
642
974
48,175
49,149
5,878
43,271
2008201335 years
Atria Vintage HillsTemeculaCA—
4,674
44,341
1,517
4,879
45,653
50,532
6,351
44,181
2000201335 years
Atria Grand OaksThousand OaksCA22,297
5,994
50,309
679
6,049
50,933
56,982
6,824
50,158
2002201335 years
Atria HillcrestThousand OaksCA—
6,020
25,635
9,675
6,612
34,718
41,330
9,097
32,233
1987201135 years
Atria Montego HeightsWalnut CreekCA—
6,910
15,797
15,684
7,626
30,765
38,391
7,215
31,176
1978201135 years
Atria Valley ViewWalnut CreekCA—
7,139
53,914
2,446
7,171
56,328
63,499
16,380
47,119
1977201135 years
Atria ApplewoodLakewoodCO—
3,656
48,657
595
3,686
49,222
52,908
6,741
46,167
2008201335 years
Atria Inn at LakewoodLakewoodCO—
6,281
50,095
1,404
6,323
51,457
57,780
9,512
48,268
1999201135 years
Atria Vistas in LongmontLongmontCO—
2,807
24,877
712
2,831
25,565
28,396
4,226
24,170
2009201235 years
Atria DarienDarienCT18,972
653
37,587
7,271
829
44,682
45,511
8,551
36,960
1997201135 years
Atria Larson PlaceHamdenCT—
1,850
16,098
1,267
1,873
17,342
19,215
3,956
15,259
1999201135 years
Atria Greenridge PlaceRocky HillCT—
2,170
32,553
1,642
2,388
33,977
36,365
6,585
29,780
1998201135 years
Atria StamfordStamfordCT35,300
1,200
62,432
4,630
1,373
66,889
68,262
13,060
55,202
1975201135 years
Atria StratfordStratfordCT—
3,210
27,865
1,403
3,210
29,268
32,478
6,193
26,285
1999201135 years
Atria Crossroads PlaceWaterfordCT—
2,401
36,495
7,462
2,553
43,805
46,358
8,819
37,539
2000201135 years
Atria Hamilton HeightsWest HartfordCT—
3,120
14,674
2,798
3,154
17,438
20,592
4,563
16,029
1904201135 years
Atria Windsor WoodsHudsonFL—
1,610
32,432
1,725
1,663
34,104
35,767
7,409
28,358
1988201135 years
Atria Baypoint VillageHudsonFL14,932
2,083
28,841
5,418
2,298
34,044
36,342
8,065
28,277
1986201135 years
Atria San PabloJacksonvilleFL5,496
1,620
14,920
794
1,648
15,686
17,334
3,193
14,141
1999201135 years
Atria at St. Joseph'sJupiterFL15,859
5,520
30,720
775
5,555
31,460
37,015
4,298
32,717
2007201335 years
Atria Lady LakeLady LakeFL—
3,752
26,265
224
3,752
26,489
30,241
1,737
28,504
2010201535 years
Atria Heritage at Lake ForestSanfordFL—
3,589
32,586
3,307
3,864
35,618
39,482
6,973
32,509
2002201135 years
Atria Evergreen WoodsSpring HillFL—
2,370
28,371
3,163
2,529
31,375
33,904
7,613
26,291
1981201135 years
Atria North PointAlpharettaGA40,991
4,830
78,318
1,328
4,853
79,623
84,476
7,837
76,639
2007201435 years

 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
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 BuckheadAtlantaGA—
3,660
5,274
839
3,688
6,085
9,773
1,773
8,000
1996201135 years
Atria MabletonAustellGA—
1,911
18,879
355
1,942
19,203
21,145
2,661
18,484
2000201335 years
Atria Johnson FerryMariettaGA—
990
6,453
452
995
6,900
7,895
1,613
6,282
1995201135 years
Atria TuckerTuckerGA—
1,103
20,679
423
1,120
21,085
22,205
2,889
19,316
2000201335 years
Atria Glen EllynGlen EllynIL—
2,455
34,064
2,159
2,602
36,076
38,678
11,008
27,670
2000200735 years
Atria NewburghNewburghIN—
1,150
22,880
540
1,150
23,420
24,570
4,571
19,999
1998201135 years
Atria Hearthstone EastTopekaKS—
1,150
20,544
908
1,215
21,387
22,602
4,535
18,067
1998201135 years
Atria Hearthstone WestTopekaKS—
1,230
28,379
2,002
1,245
30,366
31,611
6,747
24,864
1987201135 years
Atria Highland CrossingCovingtonKY—
1,677
14,393
1,329
1,689
15,710
17,399
3,929
13,470
1988201135 years
Atria Summit HillsCrestview HillsKY—
1,780
15,769
806
1,789
16,566
18,355
3,648
14,707
1998201135 years
Atria ElizabethtownElizabethtownKY—
850
12,510
545
869
13,036
13,905
2,711
11,194
1996201135 years
Atria St. MatthewsLouisvilleKY—
939
9,274
709
953
9,969
10,922
2,895
8,027
1998201135 years
Atria Stony BrookLouisvilleKY—
1,860
17,561
961
1,953
18,429
20,382
3,910
16,472
1999201135 years
Atria SpringdaleLouisvilleKY—
1,410
16,702
1,112
1,410
17,814
19,224
3,813
15,411
1999201135 years
Atria Marland PlaceAndoverMA—
1,831
34,592
19,191
1,996
53,618
55,614
11,194
44,420
1996201135 years
Atria Longmeadow PlaceBurlingtonMA—
5,310
58,021
1,332
5,383
59,280
64,663
10,853
53,810
1998201135 years
Atria Fairhaven (Alden)FairhavenMA—
1,100
16,093
779
1,148
16,824
17,972
3,299
14,673
1999201135 years
Atria Woodbriar PlaceFalmouthMA18,440
4,630
27,314
5,793
6,433
31,304
37,737
4,880
32,857
2013201335 years
Atria WoodbriarFalmouthMA—
1,970
43,693
20,043
1,974
63,732
65,706
8,007
57,699
1975201135 years
Atria Draper PlaceHopedaleMA—
1,140
17,794
1,309
1,226
19,017
20,243
3,866
16,377
1998201135 years
Atria Merrimack PlaceNewburyportMA—
2,774
40,645
1,313
2,809
41,923
44,732
7,656
37,076
2000201135 years
Atria Marina PlaceQuincyMA—
2,590
33,899
1,481
2,755
35,215
37,970
6,963
31,007
1999201135 years
Riverheights TerraceBrandonMB—
799
27,708
(3,497)692
24,318
25,010
2,178
22,832
2001201435 years
Amber MeadowWinnipegMB—
3,047
17,821
(1,879)2,638
16,351
18,989
1,681
17,308
2000201435 years
The WesthavenWinnipegMB—
871
23,162
(2,829)765
20,439
21,204
1,909
19,295
1988201435 years
Atria ManresaAnnapolisMD—
4,193
19,000
1,696
4,465
20,424
24,889
4,256
20,633
1920201135 years
Atria SalisburySalisburyMD—
1,940
24,500
699
1,959
25,180
27,139
4,740
22,399
1995201135 years
Atria KennebunkKennebunkME—
1,090
23,496
793
1,104
24,275
25,379
4,946
20,433
1998201135 years
Atria Ann ArborAnn ArborMI—
1,703
15,857
1,898
1,795
17,663
19,458
5,718
13,740
2001200735 years
Atria KinghavenRiverviewMI13,296
1,440
26,260
1,575
1,591
27,684
29,275
5,953
23,322
1987201135 years
Ste. Anne’s CourtFrederictonNB—
1,221
29,626
(3,561)1,056
26,230
27,286
2,304
24,982
2002201435 years
Chateau De ChamplainSt. JohnNB—
796
24,577
(2,588)699
22,086
22,785
2,024
20,761
2002201435 years
Atria MerrywoodCharlotteNC—
1,678
36,892
2,391
1,724
39,237
40,961
8,450
32,511
1991201135 years
Atria SouthpointDurhamNC16,272
2,130
25,920
661
2,135
26,576
28,711
3,742
24,969
2009201335 years
Atria OakridgeRaleighNC15,093
1,482
28,838
591
1,514
29,397
30,911
4,159
26,752
2009201335 years
Atria CranfordCranfordNJ25,562
8,260
61,411
3,755
8,382
65,044
73,426
13,167
60,259
1993201135 years
Atria Tinton FallsTinton FallsNJ—
6,580
13,258
1,160
6,593
14,405
20,998
3,703
17,295
1999201135 years
Atria SunlakeLas VegasNV—
7
732
822
7
1,554
1,561
1,268
293
1998201135 years
Atria SuttonLas VegasNV—
—
863
989
39
1,813
1,852
1,422
430
1998201135 years

 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
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 SevilleLas VegasNV—
—
796
1,287
11
2,072
2,083
1,196
887
1999201135 years
Atria Summit RidgeRenoNV—
4
407
421
9
823
832
768
64
1997201135 years
Atria ShakerAlbanyNY—
1,520
29,667
1,056
1,626
30,617
32,243
6,061
26,182
1997201135 years
Atria CrossgateAlbanyNY—
1,080
20,599
948
1,100
21,527
22,627
4,441
18,186
1980201135 years
Atria WoodlandsArdsleyNY45,991
7,660
65,581
2,105
7,693
67,653
75,346
13,060
62,286
2005201135 years
Atria Bay ShoreBay ShoreNY15,275
4,440
31,983
1,421
4,448
33,396
37,844
6,697
31,147
1900201135 years
Atria Briarcliff ManorBriarcliff ManorNY—
6,560
33,885
1,726
6,613
35,558
42,171
7,358
34,813
1997201135 years
Atria RiverdaleBronxNY—
1,020
24,149
13,612
1,065
37,716
38,781
7,903
30,878
1999201135 years
Atria Delmar PlaceDelmarNY—
1,201
24,850
585
1,219
25,417
26,636
2,759
23,877
2004201335 years
Atria East NorthportEast NorthportNY—
9,960
34,467
18,618
10,018
53,027
63,045
8,747
54,298
1996201135 years
Atria Glen CoveGlen CoveNY—
2,035
25,190
1,028
2,049
26,204
28,253
10,009
18,244
1997201135 years
Atria Great NeckGreat NeckNY—
3,390
54,051
4,993
3,390
59,044
62,434
10,096
52,338
1998201135 years
Atria Cutter MillGreat NeckNY33,628
2,750
47,919
2,050
2,756
49,963
52,719
9,322
43,397
1999201135 years
Atria HuntingtonHuntington StationNY—
8,190
1,169
1,927
8,232
3,054
11,286
1,715
9,571
1987201135 years
Atria Hertlin HouseLake RonkonkomaNY—
7,886
16,391
1,465
7,886
17,856
25,742
2,911
22,831
2002201235 years
Atria LynbrookLynbrookNY—
3,145
5,489
914
3,172
6,376
9,548
2,054
7,494
1996201135 years
Atria TanglewoodLynbrookNY24,575
4,120
37,348
845
4,145
38,168
42,313
7,179
35,134
2005201135 years
Atria 86th StreetNew YorkNY—
80
73,685
5,392
167
78,990
79,157
15,648
63,509
1998201135 years
Atria on the HudsonOssiningNY—
8,123
63,089
3,115
8,157
66,170
74,327
13,720
60,607
1972201135 years
Atria PenfieldPenfieldNY—
620
22,036
822
723
22,755
23,478
4,617
18,861
1972201135 years
Atria PlainviewPlainviewNY12,748
2,480
16,060
1,033
2,630
16,943
19,573
3,785
15,788
2000201135 years
Atria Rye BrookPort ChesterNY42,312
9,660
74,936
1,499
9,716
76,379
86,095
14,357
71,738
2004201135 years
Atria Kew GardensQueensNY—
3,051
66,013
8,034
3,074
74,024
77,098
13,332
63,766
1999201135 years
Atria Forest HillsQueensNY—
2,050
16,680
777
2,050
17,457
19,507
3,714
15,793
2001201135 years
Atria GreeceRochesterNY—
410
14,967
945
639
15,683
16,322
3,324
12,998
1970201135 years
Atria on Roslyn HarborRoslynNY65,000
12,909
72,720
1,863
12,974
74,518
87,492
13,834
73,658
2006201135 years
Atria GuilderlandSlingerlandsNY—
1,170
22,414
454
1,171
22,867
24,038
4,487
19,551
1950201135 years
Atria South SetauketSouth SetauketNY—
8,450
14,534
1,397
8,832
15,549
24,381
4,680
19,701
1967201135 years
The Court at BrooklinBrooklinON—
2,515
35,602
(4,263)2,197
31,657
33,854
2,655
31,199
2004201435 years
Burlington GardensBurlingtonON—
7,560
50,744
(7,312)6,542
44,450
50,992
3,616
47,376
2008201435 years
The Court at RushdaleHamiltonON—
1,799
34,633
(4,155)1,557
30,720
32,277
2,591
29,686
2004201435 years
Kingsdale ChateauKingstonON—
2,221
36,272
(4,373)1,924
32,196
34,120
2,715
31,405
2000201435 years
Crystal View LodgeNepeanON—
1,587
37,243
(4,493)1,546
32,791
34,337
2,810
31,527
2000201435 years
The Court at BarrhavenNepeanON—
1,778
33,922
(3,679)1,562
30,459
32,021
2,610
29,411
2004201435 years
Stamford EstatesNiagara FallsON—
1,414
29,439
(3,800)1,224
25,829
27,053
2,280
24,773
2005201435 years
Sherbrooke HeightsPeterboroughON—
2,485
33,747
(3,642)2,154
30,436
32,590
2,618
29,972
2001201435 years
Anchor PointeSt. CatharinesON—
8,214
24,056
(3,910)7,108
21,252
28,360
2,094
26,266
2000201435 years
The Court at Pringle CreekWhitbyON—
2,965
39,206
(4,859)2,619
34,693
37,312
2,969
34,343
2002201435 years

 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
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 BethlehemBethlehemPA—
2,479
22,870
766
2,492
23,623
26,115
5,065
21,050
CIPCIPCIP
Atria Center CityPhiladelphiaPA22,055
3,460
18,291
2,650
3,475
20,926
24,401
4,648
19,753
1964201135 years
Atria Squire’s RidgePhiladelphiaPA—
—
1,877
—
—
1,877
1,877
—
1,877
1964201135 years
Atria Woodbridge PlacePhoenixvillePA—
1,510
19,130
881
1,510
20,011
21,521
4,200
17,321
1996201135 years
Atria South HillsPittsburghPA—
880
10,884
617
895
11,486
12,381
2,792
9,589
1998201135 years
La Residence StegerSaint-LaurentQC—
1,995
10,926
(1,021)1,764
10,136
11,900
1,191
10,709
1999201435 years
Atria Bay Spring VillageBarringtonRI—
2,000
33,400
2,240
2,076
35,564
37,640
7,831
29,809
2000201135 years
Atria Harborhill PlaceEast GreenwichRI—
2,089
21,702
1,176
2,115
22,852
24,967
4,699
20,268
1835201135 years
Atria Lincoln PlaceLincolnRI—
1,440
12,686
779
1,470
13,435
14,905
3,207
11,698
2000201135 years
Atria Aquidneck PlacePortsmouthRI—
2,810
31,623
559
2,810
32,182
34,992
5,967
29,025
1999201135 years
Atria Forest LakeColumbiaSC—
670
13,946
714
684
14,646
15,330
2,938
12,392
1999201135 years
Primrose ChateauSaskatoonSK—
2,611
32,729
(3,984)2,278
29,078
31,356
2,490
28,866
1996201435 years
Mulberry EstatesMoose JawSK—
2,173
31,791
(3,891)1,965
28,108
30,073
2,458
27,615
2003201435 years
Queen VictoriaReginaSK—
3,018
34,109
(4,063)2,611
30,453
33,064
2,555
30,509
2000201435 years
Atria Weston PlaceKnoxvilleTN9,352
793
7,961
1,016
967
8,803
9,770
2,149
7,621
1993201135 years
Atria Village at ArboretumAustinTX—
8,280
61,764
667
8,322
62,389
70,711
9,249
61,462
2009201235 years
Atria CarrolltonCarrolltonTX6,592
360
20,465
1,147
370
21,602
21,972
4,464
17,508
1998201135 years
Atria GrapevineGrapevineTX—
2,070
23,104
671
2,076
23,769
25,845
4,708
21,137
1999201135 years
Atria WestchaseHoustonTX—
2,318
22,278
884
2,322
23,158
25,480
4,733
20,747
1999201135 years
Atria Cinco RanchKatyTX—
3,171
73,287
570
3,174
73,854
77,028
4,511
72,517
2010201535 years
Atria KingwoodKingwoodTX—
1,170
4,518
542
1,189
5,041
6,230
1,405
4,825
1998201135 years
Atria at HometownNorth Richland HillsTX—
1,932
30,382
998
1,963
31,349
33,312
4,534
28,778
2007201335 years
Atria Canyon CreekPlanoTX—
3,110
45,999
2,477
3,148
48,438
51,586
6,639
44,947
2009201335 years
Atria RichardsonRichardsonTX—
1,590
23,662
847
1,600
24,499
26,099
4,857
21,242
1998201135 years
Atria CypresswoodSpringTX—
880
9,192
956
897
10,131
11,028
2,147
8,881
1996201135 years
Atria Sugar LandSugar LandTX—
970
17,542
774
980
18,306
19,286
3,695
15,591
1999201135 years
Atria CopelandTylerTX—
1,879
17,901
759
1,886
18,653
20,539
3,941
16,598
1997201135 years
Atria Willow ParkTylerTX—
920
31,271
899
928
32,162
33,090
6,729
26,361
1985201135 years
Atria Virginia Beach (Hilltop)Virginia BeachVA—
1,749
33,004
639
1,754
33,638
35,392
6,829
28,563
1998201135 years
AmberwoodPort RicheyFL—
1,320
—
—
1,320
—
1,320
—
1,320
N/A2011N/A
Other Projects  —
—
2,419
—
—
2,419
2,419
—
2,419
CIPCIP35 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 ValleyBirminghamAL—
1,040
19,145
486
1,046
19,625
20,671
3,556
17,115
2000201135 years
Elmcroft of Byrd SpringsHunstvilleAL—
1,720
11,270
463
1,723
11,730
13,453
2,338
11,115
1999201135 years
Elmcroft of Heritage WoodsMobileAL—
1,020
10,241
489
1,020
10,730
11,750
2,161
9,589
2000201135 years

 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
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 HalcyonMontgomeryAL—
220
5,476
—
220
5,476
5,696
1,591
4,105
1999200635 years
Rosewood Manor (AL)ScottsboroAL—
680
4,038
—
680
4,038
4,718
729
3,989
1998201135 years
West ShoresHot SpringsAR—
1,326
10,904
996
1,326
11,900
13,226
3,622
9,604
1988200535 years
Elmcroft of MaumelleMaumelleAR—
1,252
7,601
—
1,252
7,601
8,853
2,208
6,645
1997200635 years
Elmcroft of Mountain HomeMountain HomeAR—
204
8,971
—
204
8,971
9,175
2,606
6,569
1997200635 years
Elmcroft of SherwoodSherwoodAR—
1,320
5,693
—
1,320
5,693
7,013
1,654
5,359
1997200635 years
Chandler Memory Care CommunityChandlerAZ—
2,910
8,882
184
3,094
8,882
11,976
1,628
10,348
2012201235 years
Cottonwood VillageCottonwoodAZ—
1,200
15,124
—
1,200
15,124
16,324
4,997
11,327
1986200535 years
Silver Creek Inn Memory Care CommunityGilbertAZ—
890
5,918
—
890
5,918
6,808
958
5,850
2012201235 years
Prestige Assisted Living at Green ValleyGreen ValleyAZ—
1,227
13,977
—
1,227
13,977
15,204
975
14,229
1998201435 years
Prestige Assisted Living at Lake Havasu CityLake HavasuAZ—
594
14,792
—
594
14,792
15,386
1,025
14,361
1999201435 years
Lakeview TerraceLake Havasu CityAZ—
706
7,810
—
706
7,810
8,516
552
7,964
2009201535 years
Arbor RoseMesaAZ—
1,100
11,880
2,434
1,100
14,314
15,414
3,521
11,893
1999201135 years
The StratfordPhoenixAZ—
1,931
33,576
—
1,931
33,576
35,507
2,333
33,174
2001201435 years
Amber Creek Inn Memory CareScottsdaleAZ—
2,310
6,322
677
2,185
7,124
9,309
289
9,020
1986201135 years
Prestige Assisted Living at Sierra VistaSierra VistaAZ—
295
13,224
—
295
13,224
13,519
914
12,605
1999201435 years
The Woodmark at Sun CitySun CityNM—
964
35,093
302
985
35,374
36,359
2,188
34,171
2000201535 years
Elmcroft of TempeTempeAZ—
1,090
12,942
855
1,090
13,797
14,887
2,664
12,223
1999201135 years
Elmcroft of River CentreTucsonAZ—
1,940
5,195
448
1,940
5,643
7,583
1,315
6,268
1999201135 years
Sierra Ridge Memory CareAuburnCA—
681
6,071
—
681
6,071
6,752
445
6,307
2011201435 years
Careage BanningBanningCA—
2,970
16,037
—
2,970
16,037
19,007
3,077
15,930
2004201135 years
Las Villas Del CarlsbadCarlsbadCA—
1,760
30,469
—
1,760
30,469
32,229
8,851
23,378
1987200635 years
Prestige Assisted Living at ChicoChicoCA—
1,069
14,929
—
1,069
14,929
15,998
1,039
14,959
1998201435 years
Villa BonitaChula VistaCA—
1,610
9,169
—
1,610
9,169
10,779
1,859
8,920
1989201135 years
The Meadows Senior LivingElk GroveCA—
1,308
19,667
—
1,308
19,667
20,975
1,417
19,558
2003201435 years
Las Villas Del NorteEscondidoCA—
2,791
32,632
—
2,791
32,632
35,423
9,479
25,944
1986200635 years
Alder Bay Assisted LivingEurekaCA—
1,170
5,228
(70)1,170
5,158
6,328
1,043
5,285
1997201135 years
Elmcroft of La MesaLa MesaCA—
2,431
6,101
—
2,431
6,101
8,532
1,772
6,760
1997200635 years
Grossmont GardensLa MesaCA—
9,104
59,349
—
9,104
59,349
68,453
17,240
51,213
1964200635 years
Palms, TheLa MiradaCA—
2,700
43,919
—
2,700
43,919
46,619
4,774
41,845
1990201335 years
Prestige Assisted Living at LancasterLancasterCA—
718
10,459
—
718
10,459
11,177
728
10,449
1999201435 years
Prestige Assisted Living at MarysvilleMarysvilleCA—
741
7,467
—
741
7,467
8,208
522
7,686
1999201435 years

 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
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 ResidenceMontroseCA—
1,089
15,449
—
1,089
15,449
16,538
4,488
12,050
1974200635 years
Redwood RetirementNapaCA—
2,798
12,639
—
2,798
12,639
15,437
1,404
14,033
1986201335 years
Prestige Assisted Living at OrovilleOrovilleCA—
638
8,079
—
638
8,079
8,717
563
8,154
1999201435 years
Valencia CommonsRancho CucamongaCA—
1,439
36,363
—
1,439
36,363
37,802
3,941
33,861
2002201335 years
Mission HillsRancho MirageCA—
6,800
3,637
—
6,800
3,637
10,437
1,150
9,287
1999201135 years
Shasta EstatesReddingCA—
1,180
23,463
—
1,180
23,463
24,643
2,547
22,096
2009201335 years
The VistasReddingCA—
1,290
22,033
—
1,290
22,033
23,323
3,887
19,436
2007201135 years
Elmcroft of Point LomaSan DiegoCA—
2,117
6,865
—
2,117
6,865
8,982
1,994
6,988
1999200635 years
Regency of Evergreen ValleySan JoseCA—
2,700
7,994
—
2,700
7,994
10,694
1,916
8,778
1998201135 years
Villa del ObispoSan Juan CapistranoCA—
2,660
9,560
71
2,660
9,631
12,291
1,848
10,443
1985201135 years
Villa Santa BarbaraSanta BarbaraCA—
1,219
12,426
1,189
1,219
13,615
14,834
4,118
10,716
1977200535 years
Skyline Place Senior LivingSonoraCA—
1,815
28,472
—
1,815
28,472
30,287
2,061
28,226
1996201435 years
Oak Terrace Memory CareSoulsbyvilleCA—
1,146
5,275
—
1,146
5,275
6,421
393
6,028
1999201435 years
Eagle Lake VillageSusanvilleCA—
1,165
6,719
—
1,165
6,719
7,884
992
6,892
2006201235 years
Bonaventure, TheVenturaCA—
5,294
32,747
—
5,294
32,747
38,041
3,609
34,432
2005201335 years
Prestige Assisted Living at VisaliaVisaliaCA—
1,300
8,378
—
1,300
8,378
9,678
590
9,088
1998201435 years
Vista VillageVistaCA—
1,630
5,640
61
1,630
5,701
7,331
1,264
6,067
1980201135 years
Rancho VistaVistaCA—
6,730
21,828
—
6,730
21,828
28,558
6,341
22,217
1982200635 years
Westminster TerraceWestminsterCA—
1,700
11,514
20
1,700
11,534
13,234
2,057
11,177
2001201135 years
Highland TrailBroomfieldCO—
2,511
26,431
—
2,511
26,431
28,942
2,886
26,056
2009201335 years
Caley RidgeEnglewoodCO—
1,157
13,133
—
1,157
13,133
14,290
1,939
12,351
1999201235 years
Garden Square at WestlakeGreeleyCO—
630
8,211
—
630
8,211
8,841
1,524
7,317
1998201135 years
Garden Square of GreeleyGreeleyCO—
330
2,735
—
330
2,735
3,065
525
2,540
1995201135 years
Lakewood EstatesLakewoodCO—
1,306
21,137
—
1,306
21,137
22,443
2,298
20,145
1988201335 years
Sugar Valley EstatesLovelandCO—
1,255
21,837
—
1,255
21,837
23,092
2,373
20,719
2009201335 years
Devonshire AcresSterlingCO—
950
13,569
(2,922)965
10,632
11,597
1,947
9,650
1979201135 years
Gardenside TerraceBranfordCT—
7,000
31,518
—
7,000
31,518
38,518
5,564
32,954
1999201135 years
Hearth at Tuxis PondMadisonCT—
1,610
44,322
—
1,610
44,322
45,932
7,459
38,473
2002201135 years
White OaksManchesterCT—
2,584
34,507
—
2,584
34,507
37,091
3,758
33,333
2014201540 years
Willows Care HomeCanfordESX—
4,695
6,983
(1,901)3,931
5,846
9,777
347
9,430
1986201540 years
Cedars Care HomeCanfordESX—
2,649
4,925
(1,233)2,217
4,124
6,341
252
6,089
1999201135 years
Hampton Manor BelleviewBelleviewFL—
390
8,337
—
390
8,337
8,727
1,536
7,191
1988201135 years
Sabal HouseCantonmentFL—
430
5,902
—
430
5,902
6,332
1,061
5,271
1999201135 years
Bristol Park of Coral SpringsCoral SpringsFL—
3,280
11,877
—
3,280
11,877
15,157
2,257
12,900
1999201135 years
Stanley HouseDefuniak SpringsFL—
410
5,659
—
410
5,659
6,069
1,018
5,051
1999201135 years

 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
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 PeninsulaHollywoodFL—
3,660
9,122
62
3,660
9,184
12,844
1,991
10,853
1972201135 years
Elmcroft of Timberlin ParcJacksonvilleFL—
455
5,905
—
455
5,905
6,360
1,715
4,645
1998200635 years
Forsyth HouseMiltonFL—
610
6,503
—
610
6,503
7,113
1,156
5,957
1999201135 years
Princeton Village of LargoLargoFL—
1,718
10,438
116
1,718
10,554
12,272
871
11,401
1992201535 years
Barrington Terrace of Fort MyersFort MyersFL—
2,105
18,190
244
2,110
18,429
20,539
1,390
19,149
2001201535 years
Barrington Terrace of NaplesNaplesFL—
2,596
18,716
328
2,606
19,034
21,640
1,464
20,176
2004201535 years
The Carlisle NaplesNaplesFL—
8,406
78,091
—
8,406
78,091
86,497
13,474
73,023
1998201135 years
Naples ALZ DevelopmentNaplesFL—
2,983
—
—
2,983
—
2,983
—
2,983
CIPCIP CIP
Hampton Manor at 24th RoadOcalaFL—
690
8,767
—
690
8,767
9,457
1,559
7,898
1996201135 years
Hampton Manor at DeerwoodOcalaFL—
790
5,605
3,648
983
9,060
10,043
1,162
8,881
2005201135 years
Las PalmasPalm CoastFL—
984
30,009
—
984
30,009
30,993
3,249
27,744
2009201335 years
Princeton Village of Palm CoastPalm CoastFL—
1,958
24,525
11
1,958
24,536
26,494
1,692
24,802
2007201535 years
Outlook Pointe at PensacolaPensacolaFL—
2,230
2,362
152
2,230
2,514
4,744
693
4,051
1999201135 years
Magnolia HouseQuincyFL—
400
5,190
—
400
5,190
5,590
949
4,641
1999201135 years
Outlook Pointe at TallahasseeTallahasseeFL—
2,430
17,745
443
2,430
18,188
20,618
3,322
17,296
1999201135 years
Magnolia PlaceTallahasseeFL—
640
8,013
79
640
8,092
8,732
1,396
7,336
1999201135 years
Bristol Park of TamaracTamaracFL—
3,920
14,130
—
3,920
14,130
18,050
2,602
15,448
2000201135 years
Elmcroft of CarrolwoodTampaFL—
5,410
20,944
616
5,410
21,560
26,970
4,000
22,970
2001201135 years
Arbor Terrace of AthensAthensGA—
1,767
16,442
237
1,770
16,676
18,446
1,122
17,324
1998201535 years
Arbor Terrace at CascadeAtlantaGA—
3,052
9,040
236
3,057
9,271
12,328
910
11,418
1999201535 years
Augusta GardensAugustaGA—
530
10,262
308
543
10,557
11,100
1,890
9,210
1997201135 years
Benton House of CovingtonCovingtonGA7,736
1,297
11,397
64
1,297
11,461
12,758
821
11,937
2009201535 years
Arbor Terrace of DecaturDecaturGA10,500
3,102
19,599
(1,639)1,292
19,770
21,062
1,321
19,741
1990201535 years
Benton House of DouglasvilleDouglasvilleGA—
1,697
15,542
16
1,697
15,558
17,255
1,094
16,161
2010201535 years
Elmcroft of MartinezMartinezGA—
408
6,764
—
408
6,764
7,172
1,836
5,336
1997200735 years
Benton House of NewnanNewnanGA—
1,474
17,487
76
1,474
17,563
19,037
1,196
17,841
2010201535 years
Elmcroft of RoswellRoswellGA—
1,867
15,835
—
1,867
15,835
17,702
1,062
16,640
1997201435 years
Benton Village of StockbridgeStockbridgeGA—
2,221
21,989
182
2,221
22,171
24,392
1,552
22,840
2008201535 years
Benton House of Sugar HillSugar HillGA—
2,173
14,937
73
2,173
15,010
17,183
1,105
16,078
2010201535 years
Mayflower Care HomeNorthfleetGS—
4,330
7,519
(1,929)3,625
6,295
9,920
381
9,539
2012201540 years
Villas of St. James - BreeseBreeseIL—
671
6,849
—
671
6,849
7,520
560
6,960
2009201535 years
Villas of Holly Brook - ChathamChathamIL—
1,185
8,910
—
1,185
8,910
10,095
749
9,346
2012201535 years
Villas of Holly Brook - EffinghamEffinghamIL—
508
6,624
—
508
6,624
7,132
526
6,606
2011201535 years
Villas of Holly Brook - HerrinHerrinIL—
2,175
9,605
—
2,175
9,605
11,780
930
10,850
2012201535 years
Villas of Holly Brook - MarshallMarshallIL—
1,461
4,881
—
1,461
4,881
6,342
550
5,792
2012201535 years
Villas of Holly BrookNewtonIL—
458
4,590
—
458
4,590
5,048
405
4,643
2011201535 years

 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
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 LivingRochesterIL—
570
6,536
79
570
6,615
7,185
504
6,681
2005201535 years
Villas of Holly Brook, ShelbyvilleShelbyvilleIL—
2,292
3,351
—
2,292
3,351
5,643
605
5,038
2011201535 years
Georgetowne PlaceFort WayneIN—
1,315
18,185
238
1,315
18,423
19,738
5,888
13,850
1987200535 years
The HarrisonIndianapolisIN—
1,200
5,740
—
1,200
5,740
6,940
1,981
4,959
1985200535 years
Elmcroft of MuncieMuncieIN—
244
11,218
—
244
11,218
11,462
3,045
8,417
1998200735 years
Wood RidgeSouth BendIN—
590
4,850
(35)590
4,815
5,405
922
4,483
1990201135 years
Canford Healthcare LimitedBexleyheathKNT—
5,042
7,525
(2,045)4,222
6,300
10,522
377
10,145
2007201540 years
Canford Healthcare LimitedMaidstoneKNT—
3,769
3,089
(1,116)3,155
2,587
5,742
244
5,498
2013201540 years
Canford Healthcare LimitedTunbridge WellsKNT—
4,323
5,869
(1,660)3,619
4,913
8,532
356
8,176
2010201540 years
Elmcroft of FlorenceFlorenceKY—
1,535
21,826
—
1,535
21,826
23,361
1,455
21,906
2010201435 years
Hartland HillsLexingtonKY—
1,468
23,929
—
1,468
23,929
25,397
2,601
22,796
2001201335 years
Elmcroft of Mount WashingtonMount WashingtonKY—
758
12,048
—
758
12,048
12,806
802
12,004
2005201435 years
Heathlands Care HomeChingfordLON—
5,398
7,967
(2,176)4,519
6,670
11,189
408
10,781
1980201540 years
Heritage WoodsAgawamMA—
1,249
4,625
—
1,249
4,625
5,874
2,266
3,608
1997200430 years
Devonshire EstatesLenoxMA—
1,832
31,124
—
1,832
31,124
32,956
3,382
29,574
1998201335 years
Outlook Pointe at HagerstownHagerstownMD—
2,010
1,293
271
2,010
1,564
3,574
481
3,093
1999201135 years
Clover HealthcareAuburnME—
1,400
26,895
876
1,400
27,771
29,171
5,108
24,063
1982201135 years
Gorham HouseGorhamME—
1,360
33,147
1,472
1,527
34,452
35,979
5,809
30,170
1990201135 years
Kittery EstatesKitteryME—
1,531
30,811
—
1,531
30,811
32,342
3,344
28,998
2009201335 years
Woods at CancoPortlandME—
1,441
45,578
—
1,441
45,578
47,019
4,934
42,085
2000201335 years
Sentry HillYork HarborME—
3,490
19,869
—
3,490
19,869
23,359
3,479
19,880
2000201135 years
Elmcroft of DownriverBrownstown Charter TownshipMI—
320
32,652
429
371
33,030
33,401
5,678
27,723
2000201135 years
Independence Village of East LansingEast LansingMI—
1,956
18,122
398
1,956
18,520
20,476
2,532
17,944
1989201235 years
Elmcroft of KentwoodKentwoodMI—
510
13,976
521
510
14,497
15,007
2,876
12,131
2001201135 years
Primrose AustinAustinMN—
2,540
11,707
443
2,540
12,150
14,690
2,002
12,688
2002201135 years
Primrose DuluthDuluthMN—
6,190
8,296
202
6,190
8,498
14,688
1,625
13,063
2003201135 years
Primrose MankatoMankatoMN—
1,860
8,920
223
1,860
9,143
11,003
1,670
9,333
1999201135 years
Rose ArborMaple GroveMN—
1,140
12,421
—
1,140
12,421
13,561
5,165
8,396
2000200635 years
Wildflower LodgeMaple GroveMN—
504
5,035
—
504
5,035
5,539
2,098
3,441
1981200635 years
Lodge at White BearWhite Bear LakeMN—
732
24,999
—
732
24,999
25,731
2,706
23,025
2002201335 years
Assisted Living at the Meadowlands - O'FallonO'FallonMO—
2,326
14,158
—
2,326
14,158
16,484
1,157
15,327
1999201535 years
Canyon Creek Inn Memory CareBillingsMT—
420
11,217
7
420
11,224
11,644
1,877
9,767
2011201135 years
Springs at MissoulaMissoulaMT15,684
1,975
34,390
—
1,975
34,390
36,365
4,898
31,467
2004201235 years
Carillon ALF of AsheboroAsheboroNC—
680
15,370
—
680
15,370
16,050
2,667
13,383
1998201135 years

 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
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 AshevilleAshevilleNC9,093
1,365
15,679
303
1,365
15,982
17,347
1,115
16,232
1998201535 years
Elmcroft of Little AvenueCharlotteNC—
250
5,077
—
250
5,077
5,327
1,475
3,852
1997200635 years
Carillon ALF of Cramer Mt.CramertonNC—
530
18,225
—
530
18,225
18,755
3,189
15,566
1999201135 years
Carillon ALF of HarrisburgHarrisburgNC—
1,660
15,130
—
1,660
15,130
16,790
2,635
14,155
1997201135 years
Carillon ALF of HendersonvilleHendersonvilleNC—
2,210
7,372
—
2,210
7,372
9,582
1,449
8,133
2005201135 years
Carillon ALF of HillsboroughHillsboroughNC—
1,450
19,754
—
1,450
19,754
21,204
3,389
17,815
2005201135 years
Willow GroveMatthewsNC—
763
27,544
—
763
27,544
28,307
2,980
25,327
2009201335 years
Carillon ALF of NewtonNewtonNC—
540
14,935
—
540
14,935
15,475
2,593
12,882
2000201135 years
Independence Village of Olde RaleighRaleighNC—
1,989
18,648
—
1,989
18,648
20,637
2,635
18,002
1991201235 years
Elmcroft of NorthridgeRaleighNC—
184
3,592
—
184
3,592
3,776
1,043
2,733
1984200635 years
Carillon ALF of SalisburySalisburyNC—
1,580
25,026
—
1,580
25,026
26,606
4,257
22,349
1999201135 years
Carillon ALF of ShelbyShelbyNC—
660
15,471
—
660
15,471
16,131
2,694
13,437
2000201135 years
Elmcroft of Southern PinesSouthern PinesNC—
1,196
10,766
—
1,196
10,766
11,962
2,076
9,886
1998201035 years
Carillon ALF of SouthportSouthportNC—
1,330
10,356
—
1,330
10,356
11,686
1,918
9,768
2005201135 years
Primrose BismarckBismarckND—
1,210
9,768
130
1,210
9,898
11,108
1,731
9,377
1994201135 years
Wellington ALF - Minot NDMinotND—
3,241
9,509
—
3,241
9,509
12,750
961
11,789
2005201535 years
Crown PointeOmahaNE—
1,316
11,950
—
1,316
11,950
13,266
3,982
9,284
1985200535 years
Birch HeightsDerryNH—
1,413
30,267
—
1,413
30,267
31,680
3,284
28,396
2009201335 years
Bear Canyon EstatesAlbuquerqueNM—
1,879
36,223
—
1,879
36,223
38,102
3,932
34,170
1997201335 years
The Woodmark at UptownAlbuquerqueNM—
2,439
33,276
203
2,445
33,473
35,918
2,237
33,681
2000201535 years
Elmcroft of QuintessenceAlbuquerqueNM—
1,150
26,527
422
1,165
26,934
28,099
4,665
23,434
1998201135 years
Prestige Assisted Living at Mira LomaHendersonNV—
1,279
12,558
—
1,279
12,558
13,837
317
13,520
1998201635 years
The AmberleighBuffaloNY—
3,498
19,097
5,059
3,498
24,156
27,654
6,529
21,125
1988200535 years
Castle GardensVestalNY—
1,830
20,312
2,230
1,885
22,487
24,372
4,793
19,579
1994201135 years
Elmcroft of LimaLimaOH—
490
3,368
—
490
3,368
3,858
978
2,880
1998200635 years
Elmcroft of OntarioMansfieldOH—
523
7,968
—
523
7,968
8,491
2,314
6,177
1998200635 years
Elmcroft of MedinaMedinaOH—
661
9,788
—
661
9,788
10,449
2,843
7,606
1999200635 years
Elmcroft of Washington TownshipMiamisburgOH—
1,235
12,611
—
1,235
12,611
13,846
3,663
10,183
1998200635 years
Elmcroft of Sagamore HillsNorthfieldOH—
980
12,604
—
980
12,604
13,584
3,661
9,923
2000200635 years
Elmcroft of LorainVermilionOH—
500
15,461
528
557
15,932
16,489
3,042
13,447
2000201135 years
Gardens at Westlake - Westlake OHWestlakeOH—
2,401
20,640
65
2,401
20,705
23,106
1,537
21,569
1987201535 years
Elmcroft of XeniaXeniaOH—
653
2,801
—
653
2,801
3,454
814
2,640
1999200635 years
Arbor House of MustangMustangOK—
372
3,587
—
372
3,587
3,959
480
3,479
1999201235 years
Arbor House of NormanNormanOK—
444
7,525
—
444
7,525
7,969
1,001
6,968
2000201235 years
Arbor House Reminisce CenterNormanOK—
438
3,028
—
438
3,028
3,466
407
3,059
2004201235 years

 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
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 CityOklahoma CityOK—
544
9,133
—
544
9,133
9,677
1,215
8,462
2004201225 years
Mansion at WaterfordOklahoma CityOK—
2,077
14,184
—
2,077
14,184
16,261
2,094
14,167
1999201235 years
Meadowbrook PlaceBaker CityOR—
1,430
5,311
—
1,430
5,311
6,741
392
6,349
1965201435 years
Edgewood DownsBeavertonOR—
2,356
15,476
—
2,356
15,476
17,832
1,703
16,129
1978201335 years
Princeton VillageClackamasOR2,808
1,126
10,283
34
1,126
10,317
11,443
743
10,700
1999201535 years
Bayside TerraceCoos BayOR—
498
2,795
590
498
3,385
3,883
323
3,560
2006201535 years
Ocean RidgeCoos BayOR—
2,681
10,941
75
2,681
11,016
13,697
1,108
12,589
2006201535 years
Avamere at HillsboroHillsboroOR—
4,400
8,353
1,145
4,400
9,498
13,898
1,894
12,004
2000201135 years
The Springs at TanasbourneHillsboroOR34,002
4,689
55,035
—
4,689
55,035
59,724
7,766
51,958
2009201335 years
Keizer River ALZ FacilityKeizerOR—
922
6,460
96
1,135
6,343
7,478
545
6,933
2012201435 years
Pelican PointeKlamath FallsOR11,839
943
26,237
23
943
26,260
27,203
1,759
25,444
2011201535 years
The StaffordLake OswegoOR—
1,800
16,122
180
1,806
16,296
18,102
3,002
15,100
2008201135 years
The Springs at Clackamas Woods (ILF)MilwaukieOR10,374
1,264
22,429
—
1,264
22,429
23,693
3,195
20,498
1999201235 years
Clackamas Woods Assisted LivingMilwaukieOR5,550
681
12,077
—
681
12,077
12,758
1,721
11,037
1999201235 years
Pheasant PointeMolallaOR—
904
7,433
6
904
7,439
8,343
579
7,764
1998201535 years
Avamere at NewbergNewbergOR—
1,320
4,664
485
1,320
5,149
6,469
1,106
5,363
1999201135 years
Avamere Living at Berry ParkOregon CityOR—
1,910
4,249
2,224
1,910
6,473
8,383
1,399
6,984
1972201135 years
McLoughlin Place Senior LivingOregon CityOR—
2,418
26,819
—
2,418
26,819
29,237
1,953
27,284
1997201435 years
Avamere at BethanyPortlandOR—
3,150
16,740
95
3,150
16,835
19,985
3,076
16,909
2002201135 years
Cedar VillageSalemOR—
868
12,652
159
868
12,811
13,679
885
12,794
1999201535 years
Redwood HeightsSalemOR—
1,513
16,774
6
1,513
16,780
18,293
1,163
17,130
1999201535 years
Avamere at SandySandyOR—
1,000
7,309
263
1,000
7,572
8,572
1,500
7,072
1999201135 years
Suzanne Elise ALFSeasideOR—
1,940
4,027
47
1,940
4,074
6,014
1,005
5,009
1998201135 years
Necanicum VillageSeasideOR—
2,212
7,311
40
2,212
7,351
9,563
470
9,093
2001201535 years
Avamere at SherwoodSherwoodOR—
1,010
7,051
258
1,010
7,309
8,319
1,454
6,865
2000201135 years
Chateau GardensSpringfieldOR—
1,550
4,197
—
1,550
4,197
5,747
751
4,996
1991201135 years
Avamere at St HelensSt. HelensOR—
1,410
10,496
433
1,410
10,929
12,339
2,050
10,289
2000201135 years
Flagstone Senior LivingThe DallesOR—
1,631
17,786
—
1,631
17,786
19,417
1,293
18,124
1991201435 years
Elmcroft of Allison ParkAllison ParkPA—
1,171
5,686
—
1,171
5,686
6,857
1,652
5,205
1986200635 years
Elmcroft of ChippewaBeaver FallsPA—
1,394
8,586
—
1,394
8,586
9,980
2,494
7,486
1998200635 years
Elmcroft of BerwickBerwickPA—
111
6,741
—
111
6,741
6,852
1,958
4,894
1998200635 years
Outlook Pointe at LakemontBridgevillePA—
1,660
12,624
203
1,660
12,827
14,487
2,408
12,079
1999201135 years
Elmcroft of DillsburgDillsburgPA—
432
7,797
—
432
7,797
8,229
2,265
5,964
1998200635 years
Elmcroft of AltoonaHollidaysburgPA—
331
4,729
—
331
4,729
5,060
1,374
3,686
1997200635 years
Elmcroft of LebanonLebanonPA—
240
7,336
—
240
7,336
7,576
2,131
5,445
1999200635 years
Elmcroft of LewisburgLewisburgPA—
232
5,666
—
232
5,666
5,898
1,646
4,252
1999200635 years
Lehigh CommonsMacungiePA—
420
4,406
450
420
4,856
5,276
2,308
2,968
1997200430 years

 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
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 LoyalsockMontoursvillePA—
413
3,412
—
413
3,412
3,825
894
2,931
1999200635 years
Highgate at Paoli PointePaoliPA—
1,151
9,079
—
1,151
9,079
10,230
3,755
6,475
1997200430 years
Elmcroft of Mid ValleyPeckvillePA—
619
11,662
—
619
11,662
12,281
388
11,893
1998201435 years
Sanatoga CourtPottstownPA—
360
3,233
—
360
3,233
3,593
1,402
2,191
1997200430 years
Berkshire CommonsReadingPA—
470
4,301
—
470
4,301
4,771
1,862
2,909
1997200430 years
Mifflin CourtReadingPA—
689
4,265
351
689
4,616
5,305
1,728
3,577
1997200435 years
Elmcroft of ReadingReadingPA—
638
4,942
—
638
4,942
5,580
1,294
4,286
1998200635 years
Elmcroft of ReedsvilleReedsvillePA—
189
5,170
—
189
5,170
5,359
1,354
4,005
1998200635 years
Elmcroft of SaxonburgSaxonburgPA—
770
5,949
—
770
5,949
6,719
1,558
5,161
1994200635 years
Elmcroft of ShippensburgShippensburgPA—
203
7,634
—
203
7,634
7,837
1,999
5,838
1999200635 years
Elmcroft of State CollegeState CollegePA—
320
7,407
—
320
7,407
7,727
1,940
5,787
1997200635 years
Outlook Pointe at YorkYorkPA—
1,260
6,923
85
1,260
7,008
8,268
1,092
7,176
1999201135 years
Garden House of Anderson SCAndersonSC7,871
969
15,613
—
969
15,613
16,582
510
16,072
2000201535 years
Forest PinesColumbiaSC—
1,058
27,471
—
1,058
27,471
28,529
2,061
26,468
1998201335 years
Elmcroft of Florence SCFlorenceSC—
108
7,620
—
108
7,620
7,728
1,996
5,732
1998200635 years
Primrose AberdeenAberdeenSD—
850
659
72
850
731
1,581
231
1,350
1991201135 years
Primrose PlaceAberdeenSD—
310
3,242
12
310
3,254
3,564
495
3,069
2000201135 years
Primrose Rapid CityRapid CitySD—
860
8,722
—
860
8,722
9,582
1,322
8,260
1997201135 years
Primrose Sioux FallsSioux FallsSD—
2,180
12,936
99
2,180
13,035
15,215
1,985
13,230
2002201135 years
Ashridge CourtBexhill-on-SeaEast Sussex—
2,274
4,791
—
2,274
4,791
7,065
173
6,892
2010201540 years
Inglewood Nursing HomeEastbourneEast Sussex—
1,908
3,021
—
1,908
3,021
4,929
126
4,803
2010201540 years
Pentlow Nursing HomeEastbourneEast Sussex—
1,964
2,462
—
1,964
2,462
4,426
109
4,317
2007201540 years
Outlook Pointe of BristolBristolTN—
470
16,006
134
470
16,140
16,610
2,274
14,336
1999201135 years
Elmcroft of Hamilton PlaceChattanoogaTN—
87
4,248
—
87
4,248
4,335
1,112
3,223
1998200635 years
Elmcroft of ShallowfordChattanoogaTN—
580
7,568
455
582
8,021
8,603
1,442
7,161
1999201135 years
Elmcroft of HendersonvilleHendersonvilleTN—
600
5,304
—
600
5,304
5,904
178
5,726
1999201435 years
Regency HouseHixsonTN—
140
6,611
—
140
6,611
6,751
982
5,769
2000201135 years
Elmcroft of JacksonJacksonTN—
768
16,840
—
768
16,840
17,608
559
17,049
1998201435 years
Outlook Pointe at Johnson CityJohnson CityTN—
590
10,043
222
590
10,265
10,855
1,472
9,383
1999201135 years
Elmcroft of KingsportKingsportTN—
22
7,815
—
22
7,815
7,837
2,047
5,790
2000200635 years
Arbor Terrace of KnoxvilleKnoxvilleTN—
590
15,862
—
590
15,862
16,452
527
15,925
1997201535 years

 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
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 HallsKnoxvilleTN—
387
4,948
—
387
4,948
5,335
165
5,170
1998201435 years
Elmcroft of West KnoxvilleKnoxvilleTN—
439
10,697
—
439
10,697
11,136
2,802
8,334
2000200635 years
Elmcroft of LebanonLebanonTN—
180
7,086
—
180
7,086
7,266
1,856
5,410
2000200635 years
Elmcroft of BartlettMemphisTN—
570
25,552
343
570
25,895
26,465
3,703
22,762
1999201135 years
Kennington PlaceMemphisTN—
1,820
4,748
815
1,820
5,563
7,383
1,276
6,107
1989201135 years
Glenmary Senior ManorMemphisTN—
510
5,860
224
510
6,084
6,594
1,245
5,349
1964201135 years
Outlook Pointe at MurfreesboroMurfreesboroTN—
940
8,030
259
940
8,289
9,229
1,233
7,996
1999201135 years
Elmcroft of BrentwoodNashvilleTN—
960
22,020
603
960
22,623
23,583
3,392
20,191
1998201135 years
Elmcroft of ArlingtonArlingtonTX—
2,650
14,060
473
2,650
14,533
17,183
2,309
14,874
1998201135 years
Meadowbrook ALZArlingtonTX—
755
4,677
940
755
5,617
6,372
557
5,815
2012201235 years
Elmcroft of AustinAustinTX—
2,770
25,820
534
2,770
26,354
29,124
3,856
25,268
2000201135 years
Elmcroft of BedfordBedfordTX—
770
19,691
493
770
20,184
20,954
3,009
17,945
1999201135 years
Highland EstatesCedar ParkTX—
1,679
28,943
—
1,679
28,943
30,622
2,177
28,445
2009201335 years
Elmcroft of RivershireConroeTX—
860
32,671
689
860
33,360
34,220
4,785
29,435
1997201135 years
Flower MoundFlower MoundTX—
900
5,512
—
900
5,512
6,412
831
5,581
1995201135 years
Arbor House GranburyGranburyTX—
390
8,186
—
390
8,186
8,576
816
7,760
2007201235 years
Copperfield EstatesHoustonTX—
1,216
21,135
—
1,216
21,135
22,351
1,590
20,761
2009201335 years
Elmcroft of BraeswoodHoustonTX—
3,970
15,919
626
3,970
16,545
20,515
2,586
17,929
1999201135 years
Elmcroft of Cy-FairHoustonTX—
1,580
21,801
419
1,593
22,207
23,800
3,250
20,550
1998201135 years
Elmcroft of IrvingIrvingTX—
1,620
18,755
455
1,620
19,210
20,830
2,874
17,956
1999201135 years
Whitley PlaceKellerTX—
—
5,100
—
—
5,100
5,100
1,154
3,946
1998200835 years
Elmcroft of Lake JacksonLake JacksonTX—
710
14,765
417
710
15,182
15,892
2,318
13,574
1998201135 years
Arbor House LewisvilleLewisvilleTX—
824
10,308
—
824
10,308
11,132
1,031
10,101
2007201235 years
Elmcroft of Vista RidgeLewisvilleTX—
6,280
10,548
(10,254)1,934
4,640
6,574
1,901
4,673
1998201135 years
Polo Park EstatesMidlandTX—
765
29,447
—
765
29,447
30,212
2,205
28,007
1996201335 years
Arbor Hills Memory Care CommunityPlanoTX—
1,014
5,719
—
1,014
5,719
6,733
476
6,257
2013201335 years
Arbor House of RockwallRockwallTX—
1,537
12,883
—
1,537
12,883
14,420
1,296
13,124
2009201235 years
Elmcroft of WindcrestSan AntonioTX—
920
13,011
526
920
13,537
14,457
2,176
12,281
1999201135 years
Paradise SpringsSpringTX—
1,488
24,556
—
1,488
24,556
26,044
1,848
24,196
2008201335 years
Arbor House of TempleTempleTX—
473
6,750
—
473
6,750
7,223
675
6,548
2008201235 years
Elmcroft of CottonwoodTempleTX—
630
17,515
405
630
17,920
18,550
2,659
15,891
1997201135 years
Elmcroft of MainlandTexas CityTX—
520
14,849
504
520
15,353
15,873
2,335
13,538
1996201135 years
Elmcroft of VictoriaVictoriaTX—
440
13,040
425
440
13,465
13,905
2,061
11,844
1997201135 years

 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
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 WeatherfordWeatherfordTX—
233
3,347
—
233
3,347
3,580
334
3,246
1994201235 years
Elmcroft of WhartonWhartonTX—
320
13,799
658
320
14,457
14,777
2,248
12,529
1996201135 years
Mountain RidgeSouth OgdenUT11,644
1,243
24,659
—
1,243
24,659
25,902
884
25,018
2001201435 years
Elmcroft of ChesterfieldRichmondVA—
829
6,534
—
829
6,534
7,363
1,711
5,652
1999200635 years
Pheasant RidgeRoanokeVA—
1,813
9,027
—
1,813
9,027
10,840
1,037
9,803
1999201235 years
Cascade Valley Senior LivingArlingtonWA—
1,413
6,294
—
1,413
6,294
7,707
240
7,467
1995201435 years
The Bellingham at OrchardBellinghamWA—
3,383
17,553
—
3,383
17,553
20,936
543
20,393
1999201535 years
Bay PointeBremertonWA—
2,114
21,006
—
2,114
21,006
23,120
667
22,453
1999201535 years
Cooks Hill ManorCentraliaWA—
520
6,144
21
520
6,165
6,685
996
5,689
1993201135 years
Edmonds LandingEdmondsWA—
4,273
27,852
—
4,273
27,852
32,125
815
31,310
2001201535 years
Terrace at Beverly LakeEverettWA—
1,515
12,520
—
1,515
12,520
14,035
380
13,655
1998201535 years
The SequoiaOlympiaWA—
1,490
13,724
80
1,490
13,804
15,294
2,077
13,217
1995201135 years
Bishop Place Senior LivingPullmanWA—
1,780
33,608
—
1,780
33,608
35,388
1,258
34,130
1998201435 years
Willow GardensPuyallupWA—
1,959
35,492
—
1,959
35,492
37,451
2,669
34,782
1996201335 years
BirchviewSedro-WoolleyWA—
210
14,145
95
210
14,240
14,450
1,957
12,493
1996201135 years
Discovery Memory CareSequimWA—
320
10,544
45
320
10,589
10,909
1,534
9,375
1961201135 years
The Village Retirement & Assisted LivingTacomaWA—
2,200
5,938
90
2,200
6,028
8,228
1,193
7,035
1976201135 years
Clearwater SpringsVancouverWA—
1,269
9,840
—
1,269
9,840
11,109
369
10,740
2003201535 years
Matthews of Appleton IAppletonWI—
130
1,834
(41)130
1,793
1,923
291
1,632
1996201135 years
Matthews of Appleton IIAppletonWI—
140
2,016
100
140
2,116
2,256
316
1,940
1997201135 years
Hunters RidgeBeaver DamWI—
260
2,380
—
260
2,380
2,640
372
2,268
1998201135 years
Harbor House BeloitBeloitWI—
150
4,356
411
191
4,726
4,917
628
4,289
1990201135 years
Harbor House ClintonClintonWI—
290
4,390
—
290
4,390
4,680
626
4,054
1991201135 years
CreeksideCudahyWI—
760
1,693
—
760
1,693
2,453
288
2,165
2001201135 years
Harbor House Eau ClaireEau ClaireWI—
210
6,259
—
210
6,259
6,469
870
5,599
1996201135 years
Chapel ValleyFitchburgWI—
450
2,372
—
450
2,372
2,822
375
2,447
1998201135 years
Matthews of Milwaukee IIFox PointWI—
1,810
943
37
1,820
970
2,790
218
2,572
1999201135 years
Laurel OaksGlendaleWI—
2,390
43,587
594
2,390
44,181
46,571
6,199
40,372
1988201135 years
Layton TerraceGreenfieldWI6,845
3,490
39,201
—
3,490
39,201
42,691
5,690
37,001
1999201135 years
Matthews of HartlandHartlandWI—
640
1,663
43
652
1,694
2,346
322
2,024
1985201135 years
Matthews of HoriconHoriconWI—
340
3,327
(95)345
3,227
3,572
564
3,008
2002201135 years
JeffersonJeffersonWI—
330
2,384
—
330
2,384
2,714
372
2,342
1997201135 years

 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
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 KenoshaKenoshaWI—
710
3,254
2,793
1,156
5,601
6,757
531
6,226
1996201135 years
Harbor House ManitowocManitowocWI—
140
1,520
—
140
1,520
1,660
229
1,431
1997201135 years
Adare IIMenashaWI—
110
537
20
110
557
667
110
557
1994201135 years
Adare IVMenashaWI—
110
537
5
110
542
652
104
548
1994201135 years
Adare IIIMenashaWI—
90
557
5
90
562
652
111
541
1993201135 years
Adare IMenashaWI—
90
557
5
90
562
652
106
546
1993201135 years
The ArboretumMenomonee FallsWI—
5,640
49,083
583
5,640
49,666
55,306
7,389
47,917
1989201135 years
Matthews of Milwaukee IMilwaukeeWI—
1,800
935
119
1,800
1,054
2,854
222
2,632
1999201135 years
Hart Park SquareMilwaukeeWI6,600
1,900
21,628
—
1,900
21,628
23,528
3,160
20,368
2005201135 years
Harbor House MonroeMonroeWI—
490
4,964
—
490
4,964
5,454
719
4,735
1990201135 years
Matthews of Neenah INeenahWI—
710
1,157
64
713
1,218
1,931
240
1,691
2006201135 years
Matthews of Neenah IINeenahWI—
720
2,339
(50)720
2,289
3,009
403
2,606
2007201135 years
Matthews of Irish RoadNeenahWI—
320
1,036
87
320
1,123
1,443
227
1,216
2001201135 years
Matthews of Oak CreekOak CreekWI—
800
2,167
(2)812
2,153
2,965
360
2,605
1997201135 years
Azura Memory Care of Oak CreekOak CreekWI—
300
897
—
300
897
1,197
—
1,197
CIPCIPCIP
Harbor House OconomowocOconomowocWI—
400
1,596
—
400
1,596
1,996
—
1,996
2016201535 years
Wilkinson Woods of OconomowocOconomowocWI—
1,100
12,436
—
1,100
12,436
13,536
1,794
11,742
1992201135 years
Harbor House OshkoshOshkoshWI—
190
949
—
190
949
1,139
188
951
1993201135 years
Matthews of PewaukeeWaukeshaWI—
1,180
4,124
206
1,197
4,313
5,510
741
4,769
2001201135 years
Harbor House SheboyganSheboyganWI—
1,060
6,208
—
1,060
6,208
7,268
879
6,389
1995201135 years
Matthews of St. Francis ISt. FrancisWI—
1,370
1,428
(113)1,389
1,296
2,685
260
2,425
2000201135 years
Matthews of St. Francis IISt. FrancisWI—
1,370
1,666
15
1,377
1,674
3,051
297
2,754
2000201135 years
Howard Village of St. FrancisSt. FrancisWI4,800
2,320
17,232
—
2,320
17,232
19,552
2,576
16,976
2001201135 years
Harbor House StoughtonStoughtonWI—
450
3,191
—
450
3,191
3,641
500
3,141
1992201135 years
Oak Hill TerraceWaukeshaWI4,835
2,040
40,298
—
2,040
40,298
42,338
5,864
36,474
1985201135 years
Harbor House Rib MountainWausauWI—
350
3,413
—
350
3,413
3,763
500
3,263
1997201135 years
Library SquareWest AllisWI5,150
1,160
23,714
—
1,160
23,714
24,874
3,455
21,419
1996201135 years
Matthews of WrightstownWrightstownWI—
140
376
12
140
388
528
110
418
1999201135 years
Outlook Pointe at Teays ValleyHurricaneWV—
1,950
14,489
106
1,950
14,595
16,545
2,049
14,496
1999201135 years

 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
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 MartinsburgMartinsburgWV—
248
8,320
—
248
8,320
8,568
2,179
6,389
1999200635 years
Garden Square Assisted Living of CasperCasperWY—
355
3,197
—
355
3,197
3,552
428
3,124
1996201135 years
Whispering ChaseCheyenneWY—
1,800
20,354
—
1,800
20,354
22,154
1,537
20,617
2008201335 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 #46BirminghamAL—
—
25,298
3,892
—
29,190
29,190
6,094
23,096
2005201035 years
St. Vincent's Medical Center East #48BirminghamAL—
—
12,698
418
—
13,116
13,116
2,801
10,315
1989201035 years
St. Vincent's Medical Center East #52BirminghamAL—
—
7,608
1,064
—
8,672
8,672
2,213
6,459
1985201035 years
Crestwood Medical PavilionHuntsvilleAL4,134
625
16,178
76
625
16,254
16,879
2,626
14,253
1994201135 years
Davita Dialysis - Marked TreeMarked TreeAR—
179
1,580
—
179
1,580
1,759
60
1,699
2009201535 years
West Valley Medical CenterBuckeyeAZ—
3,348
5,233
—
3,348
5,233
8,581
243
8,338
2011201531 years
Canyon Springs Medical PlazaGilbertAZ15,322
—
27,497
66
—
27,563
27,563
3,941
23,622
2007201235 years
Mercy Gilbert Medical PlazaGilbertAZ7,620
720
11,277
559
720
11,836
12,556
2,207
10,349
2007201135 years
Thunderbird Paseo Medical PlazaGlendaleAZ—
—
12,904
615
20
13,499
13,519
1,929
11,590
1997201135 years
Thunderbird Paseo Medical Plaza IIGlendaleAZ—
—
8,100
472
20
8,552
8,572
1,320
7,252
2001201135 years
Desert Medical PavilionMesaAZ—
—
32,768
129
—
32,897
32,897
2,905
29,992
2003201335 years
Desert Samaritan Medical Building IMesaAZ—
—
11,923
516
—
12,439
12,439
1,758
10,681
1977201135 years
Desert Samaritan Medical Building IIMesaAZ—
—
7,395
101
—
7,496
7,496
1,179
6,317
1980201135 years
Desert Samaritan Medical Building IIIMesaAZ—
—
13,665
1,043
—
14,708
14,708
2,093
12,615
1986201135 years
Deer Valley Medical Office Building IIPhoenixAZ12,919
—
22,663
589
14
23,238
23,252
3,323
19,929
2002201135 years
Deer Valley Medical Office Building IIIPhoenixAZ10,649
—
19,521
30
12
19,539
19,551
2,813
16,738
2009201135 years
Papago Medical ParkPhoenixAZ—
—
12,172
826
—
12,998
12,998
2,070
10,928
1989201135 years

 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
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 CenterPhoenixAZ—
2,800
10,150
—
2,800
10,150
12,950
354
12,596
2006201535 years
Burbank Medical PlazaBurbankCA—
1,241
23,322
1,037
1,241
24,359
25,600
4,242
21,358
2004201135 years
Burbank Medical Plaza IIBurbankCA34,380
491
45,641
482
491
46,123
46,614
6,767
39,847
2008201135 years
Eden Medical PlazaCastro ValleyCA—
258
2,455
315
258
2,770
3,028
758
2,270
1998201125 years
Sutter Medical CenterSan DiegoCA—
—
25,088
1,382
—
26,470
26,459
2,301
24,158
2012201235 years
United Healthcare - CypressCypressCA—
12,883
38,309
—
12,883
38,309
51,192
1,701
49,491
1985201529 years
NorthBay Corporate HeadquartersFairfieldCA—
—
19,187
—
—
19,187
19,187
1,837
17,350
2008201235 years
Gateway Medical PlazaFairfieldCA—
—
12,872
47
—
12,919
12,919
1,230
11,689
1986201235 years
Solano NorthBay Health PlazaFairfieldCA—
—
8,880
22
—
8,902
8,902
843
8,059
1990201235 years
NorthBay Healthcare MOBFairfieldCA—
—
8,507
2,280
—
10,787
10,787
997
9,790
2014201335 years
UC Davis MedicalFolsomCA—
1,873
10,156
—
1,873
10,156
12,029
385
11,644
1995201535 years
Verdugo Hills Professional Bldg IGlendaleCA—
6,683
9,589
849
6,683
10,438
17,121
2,305
14,816
1972201223 years
Verdugo Hills Professional Bldg IIGlendaleCA—
4,464
3,731
1,839
4,464
5,570
10,034
1,270
8,764
1987201219 years
Grossmont Medical TerraceLa MesaCA—
88
14,192
—
88
14,192
14,280
2,346
11,934
2008201635 years
St. Francis Lynwood MedicalLynwoodCA—
688
8,385
1,272
688
9,657
10,345
2,346
7,999
1993201132 years
PMB Mission HillsMission HillsCA—
15,468
30,116
4,729
15,468
34,845
50,313
3,095
47,218
2012201235 years
PDP Mission ViejoMission ViejoCA57,439
1,916
77,022
665
1,916
77,687
79,603
11,775
67,828
2007201135 years
PDP OrangeOrangeCA45,723
1,752
61,647
335
1,761
61,973
63,734
9,680
54,054
2008201135 years
NHP/PMB PasadenaPasadenaCA—
3,138
83,412
9,026
3,138
92,438
95,576
16,041
79,535
2009201135 years
Western University of Health Sciences Medical PavilionPomonaCA—
91
31,523
—
91
31,523
31,614
4,532
27,082
2009201135 years
Pomerado Outpatient PavilionPowayCA—
3,233
71,435
2,964
3,233
74,399
77,632
12,439
65,193
2007201135 years
Sutter Van NessSan FranciscoCA—
—
18,334
—
—
18,334
18,334
2,301
16,033
2012201235 years
San Gabriel Valley MedicalSan GabrielCA—
914
5,510
671
914
6,181
7,095
1,467
5,628
2004201135 years
Santa Clarita Valley MedicalSanta ClaritaCA22,642
9,708
20,020
592
9,726
20,594
30,320
3,496
26,824
2005201135 years
Kenneth E Watts Medical PlazaTorranceCA—
262
6,945
1,915
291
8,831
9,122
2,095
7,027
1989201123 years
Vaca Valley Health PlazaVacavilleCA—
—
9,634
18
—
9,652
9,652
912
8,740
1988201235 years
Potomac Medical PlazaAuroraCO—
2,401
9,118
2,650
2,530
11,639
14,169
4,720
9,449
1986200735 years
Briargate Medical CampusColorado SpringsCO—
1,238
12,301
358
1,244
12,653
13,897
3,987
9,910
2002200735 years
Printers Park Medical PlazaColorado SpringsCO—
2,641
47,507
1,634
2,641
49,141
51,782
15,033
36,749
1999200735 years
Green Valley Ranch MOBDenverCO5,646
—
12,139
263
235
12,167
12,402
1,110
11,292
2007201235 years
Community Physicians PavilionLafayetteCO—
—
10,436
1,729
—
12,165
12,165
2,517
9,648
2004201035 years
Exempla Good Samaritan Medical CenterLafayetteCO—
—
4,393
(75)—
4,318
4,318
257
4,061
2013201335 years
Dakota RidgeLittletonCO—
2,540
12,901
55
2,540
12,956
15,496
458
15,038
2007201535 years
Avista Two Medical PlazaLouisvilleCO—
—
17,330
1,793
—
19,123
19,123
4,813
14,310
2003200935 years

 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
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 BuildingParkerCO—
1,444
14,059
3,070
1,492
17,081
18,573
4,969
13,604
2009200935 years
Crown Point Healthcare PlazaParkerCO—
852
5,210
7
852
5,217
6,069
477
5,592
2008201335 years
Lutheran Medical Office Building IIWheat RidgeCO—
—
2,655
1,117
—
3,772
3,772
984
2,788
1976201035 years
Lutheran Medical Office Building IVWheat RidgeCO—
—
7,266
1,514
—
8,780
8,780
1,827
6,953
1991201035 years
Lutheran Medical Office Building IIIWheat RidgeCO—
—
11,947
163
—
12,110
12,110
2,576
9,534
2004201035 years
DePaul Professional Office BuildingWashingtonDC—
—
6,424
2,084
—
8,508
8,508
2,540
5,968
1987201035 years
Providence Medical Office BuildingWashingtonDC—
—
2,473
665
—
3,138
3,138
1,081
2,057
1975201035 years
RTS ArcadiaArcadiaFL—
345
2,884
—
345
2,884
3,229
533
2,696
1993201130 years
Aventura Medical PlazaAventuraFL—
401
3,338
13
401
3,351
3,752
256
3,496
1996201526 years
RTS Cape CoralCape CoralFL—
368
5,448
—
368
5,448
5,816
851
4,965
1984201134 years
RTS EnglewoodEnglewoodFL—
1,071
3,516
—
1,071
3,516
4,587
589
3,998
1992201135 years
RTS Ft. MyersFort MyersFL—
1,153
4,127
—
1,153
4,127
5,280
773
4,507
1989201131 years
RTS Key WestKey WestFL—
486
4,380
—
486
4,380
4,866
609
4,257
1987201135 years
JFK Medical PlazaLake WorthFL—
453
1,711
151
453
1,862
2,315
691
1,624
1999200435 years
East Pointe Medical PlazaLeigh AcresFL5,260
327
11,816
—
327
11,816
12,143
380
11,763
1994201535 years
Palms West Building 6LoxahatcheeFL—
965
2,678
116
965
2,794
3,759
909
2,850
2000200435 years
Bay Medical PlazaLynn HavenFL9,579
4,215
15,041
—
4,215
15,041
19,256
557
18,699
2003201535 years
Aventura Heart & HealthMiamiFL15,362
—
25,361
2,965
—
28,326
28,326
9,914
18,412
2006200735 years
RTS NaplesNaplesFL—
1,152
3,726
—
1,152
3,726
4,878
589
4,289
1999201135 years
Bay Medical CenterPanama CityFL9,321
82
17,400
—
82
17,400
17,482
559
16,923
1987201535 years
Woodlands Center for Specialized MedPensacolaFL14,508
2,518
24,006
29
2,518
24,035
26,553
3,513
23,040
2009201235 years
RTS Pt. CharlottePt CharlotteFL—
966
4,581
—
966
4,581
5,547
760
4,787
1985201134 years
RTS SarasotaSarasotaFL—
1,914
3,889
—
1,914
3,889
5,803
680
5,123
1996201135 years
Capital Regional MOB ITallahasseeFL—
590
8,773
—
590
8,773
9,363
251
9,112
1998201535 years
University Medical Office BuildingTamaracFL—
—
6,690
392
5
7,077
7,082
2,316
4,766
2006200735 years
RTS VeniceVeniceFL—
1,536
4,104
—
1,536
4,104
5,640
690
4,950
1997201135 years
Athens Medical ComplexAthensGA—
2,826
18,339
6
2,826
18,345
21,171
625
20,546
2011201535 years
Doctors Center at St. Joseph’s HospitalAtlantaGA—
545
80,152
2,558
545
82,710
83,255
740
82,515
1978201520 years
Augusta POB IAugustaGA—
233
7,894
927
233
8,821
9,054
2,971
6,083
1978201214 years
Augusta POB IIAugustaGA—
735
13,717
260
735
13,977
14,712
3,446
11,266
1987201223 years
Augusta POB IIIAugustaGA—
535
3,857
316
535
4,173
4,708
1,192
3,516
1994201222 years
Augusta POB IVAugustaGA—
675
2,182
886
675
3,068
3,743
942
2,801
1995201223 years
Cobb Physicians CenterAustellGA—
1,145
16,805
1,096
1,145
17,901
19,046
3,691
15,355
1992201135 years
Summit Professional Plaza IBrunswickGA5,096
1,821
2,974
107
1,821
3,081
4,902
2,669
2,233
2004201231 years

 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
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 IIBrunswickGA10,829
981
13,818
32
981
13,850
14,831
2,378
12,453
1998201235 years
Fayette MOBFayettevilleGA—
895
20,669
178
895
20,847
21,742
672
21,070
2004201535 years
Northside East Cobb - 1121MariettaGA—
5,495
16,028
127
5,540
16,110
21,650
590
21,060
1991201535 years
PAPP ClinicNewnanGA—
2,167
5,477
68
2,167
5,545
7,712
253
7,459
1994201530 years
Parkway Physicians CenterRinggoldGA—
476
10,017
661
476
10,678
11,154
2,047
9,107
2004201135 years
Riverdale MOBRiverdaleGA—
1,025
9,783
—
1,025
9,783
10,808
365
10,443
2005201535 years
Rush Copley POB IAuroraIL—
120
27,882
84
120
27,966
28,086
907
27,179
1996201534 years
Rush Copley POB IIAuroraIL—
49
27,217
267
49
27,484
27,533
859
26,674
2009201535 years
Good Shepherd Physician Office Building IBarringtonIL—
152
3,224
207
152
3,431
3,583
274
3,309
1979201335 years
Good Shepherd Physician Office Building IIBarringtonIL—
512
12,977
373
512
13,350
13,862
1,129
12,733
1996201335 years
Trinity Hospital Physician Office BuildingChicagoIL—
139
3,329
432
139
3,761
3,900
328
3,572
1971201335 years
Advocate Beverly CenterChicagoIL—
2,227
10,140
67
2,231
10,203
12,434
495
11,939
1986201525 years
Crystal Lakes Medical ArtsCrystal LakeIL—
2,490
19,504
33
2,523
19,504
22,027
702
21,325
2007201535 years
Advocate Good ShepardCrystal LakeIL—
2,444
10,953
5
2,444
10,958
13,402
456
12,946
2008201533 years
Physicians Plaza EastDecaturIL—
—
791
696
—
1,487
1,487
596
891
1976201035 years
Physicians Plaza WestDecaturIL—
—
1,943
544
—
2,487
2,487
760
1,727
1987201035 years
Kenwood Medical CenterDecaturIL—
—
3,900
2,957
—
6,857
6,857
1,252
5,605
1996201035 years
304 W Hay BuildingDecaturIL—
—
8,702
337
—
9,039
9,039
2,115
6,924
2002201035 years
302 W Hay BuildingDecaturIL—
—
3,467
388
—
3,855
3,855
1,147
2,708
1993201035 years
ENTADecaturIL—
—
1,150
—
—
1,150
1,150
304
846
1996201035 years
301 W Hay BuildingDecaturIL—
—
640
—
—
640
640
234
406
1980201035 years
South Shore Medical BuildingDecaturIL—
902
129
—
902
129
1,031
145
886
1991201035 years
SIU Family PracticeDecaturIL—
—
1,689
1,381
—
3,070
3,070
457
2,613
1997201035 years
Corporate Health ServicesDecaturIL—
934
1,386
—
934
1,386
2,320
450
1,870
1996201035 years
Rock Springs MedicalDecaturIL—
399
495
—
399
495
894
171
723
1990201035 years
575 W Hay BuildingDecaturIL—
111
739
—
111
739
850
215
635
1984201035 years
Good Samaritan Physician Office Building IDowners GroveIL—
407
10,337
419
407
10,756
11,163
886
10,277
1976201335 years
Good Samaritan Physician Office Building IIDowners GroveIL—
1,013
25,370
527
1,013
25,897
26,910
2,133
24,777
1995201335 years
Eberle Medical Office Building ("Eberle MOB")Elk Grove VillageIL—
—
16,315
287
—
16,602
16,602
5,453
11,149
2005200935 years
1425 Hunt Club Road MOBGurneeIL—
249
1,452
90
249
1,542
1,791
419
1,372
2005201134 years
1445 Hunt Club DriveGurneeIL—
216
1,405
353
216
1,758
1,974
588
1,386
2002201131 years
Gurnee Imaging CenterGurneeIL—
82
2,731
—
82
2,731
2,813
453
2,360
2002201135 years
Gurnee Center ClubGurneeIL—
627
17,851
—
627
17,851
18,478
3,113
15,365
2001201135 years
South Suburban Hospital Physician Office BuildingHazel CrestIL—
191
4,370
165
191
4,535
4,726
427
4,299
1989201335 years

 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
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 EstatesIL—
—
24,550
140
—
24,690
24,690
7,117
17,573
2005200935 years
755 Milwaukee MOBLibertyvilleIL—
421
3,716
1,248
630
4,755
5,385
1,822
3,563
1990201118 years
890 Professional MOBLibertyvilleIL—
214
2,630
194
214
2,824
3,038
707
2,331
1980201126 years
Libertyville Center ClubLibertyvilleIL—
1,020
17,176
—
1,020
17,176
18,196
3,077
15,119
1988201135 years
Christ Medical Center Physician Office BuildingOak LawnIL—
658
16,421
634
658
17,055
17,713
1,374
16,339
1986201335 years
Methodist North MOBPeoriaIL—
1,025
29,493
—
1,025
29,493
30,518
964
29,554
2010201535 years
Davita Dialysis - RockfordRockfordIL—
256
2,543
—
256
2,543
2,799
98
2,701
2009201535 years
Round Lake ACCRound LakeIL—
758
370
378
799
707
1,506
373
1,133
1984201113 years
Vernon Hills Acute Care CenterVernon HillsIL—
3,376
694
252
3,413
909
4,322
469
3,853
1986201115 years
Wilbur S. Roby BuildingAndersonIN—
—
2,653
875
—
3,528
3,528
971
2,557
1992201035 years
Ambulatory Services BuildingAndersonIN—
—
4,266
1,371
—
5,637
5,637
1,664
3,973
1995201035 years
St. John's Medical Arts BuildingAndersonIN—
—
2,281
835
—
3,116
3,116
823
2,293
1973201035 years
Carmel ICarmelIN—
466
5,954
258
466
6,212
6,678
1,149
5,529
1985201230 years
Carmel IICarmelIN—
455
5,976
597
455
6,573
7,028
1,042
5,986
1989201233 years
Carmel IIICarmelIN—
422
6,194
424
422
6,618
7,040
960
6,080
2001201235 years
ElkhartElkhartIN—
1,256
1,973
—
1,256
1,973
3,229
769
2,460
1994201132 years
Lutheran Medical ArtsFort WayneIN—
702
13,576
30
702
13,606
14,308
469
13,839
2000201535 years
Dupont Road MOBFort WayneIN—
633
13,479
39
633
13,518
14,151
501
13,650
2001201535 years
Harcourt Professional Office BuildingIndianapolisIN—
519
28,951
1,527
519
30,478
30,997
5,209
25,788
1973201228 years
Cardiac Professional Office BuildingIndianapolisIN—
498
27,430
810
498
28,240
28,738
3,939
24,799
1995201235 years
Oncology Medical Office BuildingIndianapolisIN—
470
5,703
230
470
5,933
6,403
1,053
5,350
2003201235 years
CorVasc Medical Office BuildingIndianapolisIN—
514
9,617
—
514
9,617
10,131
1,053
9,078
2004201636 years
St. Francis South Medical Office BuildingIndianapolisIN—
—
20,649
831
—
21,480
21,480
2,081
19,399
1995201335 years
Methodist Professional Center IIndianapolisIN—
61
37,411
3,679
61
41,090
41,151
6,795
34,356
1985201225 years
Indiana Orthopedic Center of ExcellenceIndianapolisIN—
967
83,746
1,049
967
84,795
85,762
1,273
84,489
1997201535 years
United Healthcare - IndyIndianapolisIN—
5,737
32,116
—
5,737
32,116
37,853
1,131
36,722
1988201535 years
LaPorteLa PorteIN—
553
1,309
—
553
1,309
1,862
331
1,531
1997201134 years
MishawakaMishawakaIN—
3,787
5,543
—
3,787
5,543
9,330
2,244
7,086
1993201135 years
Cancer Care PartnersMishawakaIN—
3,162
28,633
—
3,162
28,633
31,795
914
30,881
2010201535 years
Michiana OncologyMishawakaIN—
4,577
20,939
—
4,577
20,939
25,516
700
24,816
2010201535 years
DaVita Dialysis - PaoliPaoliIN—
396
2,056
—
396
2,056
2,452
81
2,371
2011201535 years
South BendSouth BendIN—
792
2,530
—
792
2,530
3,322
530
2,792
1996201134 years

 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
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 ClinicWichitaKS—
1,883
7,428
—
1,883
7,428
9,311
290
9,021
2006201535 years
OLBH Same Day Surgery Center MOBAshlandKY—
101
19,066
469
101
19,535
19,636
3,262
16,374
1997201226 years
St. Elizabeth CovingtonCovingtonKY—
345
12,790
(16)345
12,774
13,119
1,865
11,254
2009201235 years
St. Elizabeth Florence MOBFlorenceKY—
402
8,279
1,402
402
9,681
10,083
1,713
8,370
2005201235 years
Jefferson ClinicLouisvilleKY—
—
673
2,018
—
2,691
2,691
109
2,582
2013201335 years
East Jefferson Medical PlazaMetairieLA—
168
17,264
684
168
17,948
18,116
3,974
14,142
1996201232 years
East Jefferson MOBMetairieLA—
107
15,137
714
107
15,851
15,958
3,341
12,617
1985201228 years
Lakeside POB IMetairieLA—
3,334
4,974
2,939
3,334
7,913
11,247
2,090
9,157
1986201122 years
Lakeside POB IIMetairieLA—
1,046
802
749
1,046
1,551
2,597
642
1,955
198020117 years
Fresenius MedicalMetairieLA—
1,195
3,797
—
1,195
3,797
4,992
134
4,858
2012201535 years
RTS BerlinBerlinMD—
—
2,216
—
—
2,216
2,216
378
1,838
1994201129 years
Charles O. Fisher Medical BuildingWestminsterMD11,175
—
13,795
1,768
—
15,563
15,563
4,786
10,777
2009200935 years
Medical Specialties BuildingKalamazooMI—
—
19,242
1,481
—
20,723
20,723
4,234
16,489
1989201035 years
North Professional BuildingKalamazooMI—
—
7,228
1,622
—
8,850
8,850
1,786
7,064
1983201035 years
Borgess Navigation CenterKalamazooMI—
—
2,391
—
—
2,391
2,391
570
1,821
1976201035 years
Borgess Health & Fitness CenterKalamazooMI—
—
11,959
603
—
12,562
12,562
2,887
9,675
1984201035 years
Heart Center BuildingKalamazooMI—
—
8,420
421
10
8,831
8,841
2,207
6,634
1980201035 years
Medical Commons BuildingKalamazoo TownshipMI—
—
661
574
—
1,235
1,235
199
1,036
1979201035 years
RTS Madison HeightsMadison HeightsMI—
401
2,946
—
401
2,946
3,347
483
2,864
2002201135 years
RTS MonroeMonroeMI—
281
3,450
—
281
3,450
3,731
635
3,096
1997201131 years
Bronson Lakeview OPCPaw PawMI—
3,835
31,564
—
3,835
31,564
35,399
1,141
34,258
2006201535 years
Pro Med Center PlainwellPlainwellMI—
—
697
7
—
704
704
185
519
1991201035 years
Pro Med Center RichlandRichlandMI—
233
2,267
77
233
2,344
2,577
520
2,057
1996201035 years
Henry Ford Dialysis CenterSouthfieldMI—
589
3,350
—
589
3,350
3,939
120
3,819
2002201535 years
Metro HealthWyomingMI—
1,325
5,479
—
1,325
5,479
6,804
207
6,597
2008201535 years
Spectrum HealthWyomingMI—
2,463
14,353
—
2,463
14,353
16,816
543
16,273
2006201535 years
Cogdell Duluth MOBDuluthMN—
—
33,406
(19)—
33,387
33,387
3,254
30,133
2012201235 years
Allina HealthElk RiverMN—
1,442
7,742
54
1,442
7,796
9,238
267
8,971
2002201535 years
Unitron HearingPlymouthMN4,000
2,646
8,962
—
2,646
8,962
11,608
475
11,133
2011201529 years
HealthPartners Medical & Dental ClinicsSartellMN—
2,492
15,694
49
2,503
15,732
18,235
2,493
15,742
2010201235 years
Arnold Urgent CareArnoldMO—
1,058
556
95
1,097
612
1,709
365
1,344
1999201135 years
DePaul Health Center NorthBridgetonMO—
996
10,045
1,651
996
11,696
12,692
2,542
10,150
1976201221 years
DePaul Health Center SouthBridgetonMO—
910
12,169
1,135
910
13,304
14,214
2,374
11,840
1992201230 years
St. Mary's Health Center MOB DClaytonMO—
103
2,780
826
103
3,606
3,709
852
2,857
1984201222 years
Fenton Urgent Care CenterFentonMO—
183
2,714
245
189
2,953
3,142
738
2,404
2003201135 years

 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
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 BuildingKansas CityMO—
305
7,445
2,209
305
9,654
9,959
1,212
8,747
1988201232 years
St. Joseph Medical MallKansas CityMO—
530
9,115
430
530
9,545
10,075
1,516
8,559
1995201233 years
Carondelet Medical BuildingKansas CityMO—
745
12,437
956
745
13,393
14,138
2,256
11,882
1979201229 years
St. Joseph Hospital West Medical Office Building IILake Saint LouisMO—
524
3,229
294
524
3,523
4,047
659
3,388
2005201235 years
St. Joseph O'Fallon Medical Office BuildingO'FallonMO—
940
5,556
16
945
5,567
6,512
839
5,673
1992201235 years
Sisters of Mercy BuildingSpringfieldMO5,500
3,427
8,697
—
3,427
8,697
12,124
350
11,774
2008201535 years
St. Joseph Health Center Medical Building 1St. CharlesMO—
503
4,336
654
503
4,990
5,493
1,227
4,266
1987201220 years
St. Joseph Health Center Medical Building 2St. CharlesMO—
369
2,963
538
369
3,501
3,870
650
3,220
1999201232 years
Physicians Office CenterSt. LouisMO—
1,445
13,825
911
1,445
14,736
16,181
3,678
12,503
2003201135 years
12700 Southford Road Medical PlazaSt. LouisMO—
595
12,584
1,213
595
13,797
14,392
3,392
11,000
1993201132 years
St Anthony's MOB ASt. LouisMO—
409
4,687
1,045
409
5,732
6,141
1,592
4,549
1975201120 years
St Anthony's MOB BSt. LouisMO—
350
3,942
622
350
4,564
4,914
1,515
3,399
1980201121 years
Lemay Urgent Care CenterSt. LouisMO—
2,317
3,120
460
2,351
3,546
5,897
1,261
4,636
1983201122 years
St. Mary's Health Center MOB BSt. LouisMO—
119
4,161
8,750
119
12,911
13,030
1,046
11,984
1979201223 years
St. Mary's Health Center MOB CSt. LouisMO—
136
6,018
647
136
6,665
6,801
1,263
5,538
1969201220 years
University Physicians - Grants FerryFlowoodMS9,085
2,796
12,125
(13)2,796
12,112
14,908
1,922
12,986
2010201235 years
RandolphCharlotteNC—
6,370
2,929
1,196
6,370
4,125
10,495
2,550
7,945
197320124 years
Mallard Crossing ICharlotteNC—
3,229
2,072
532
3,269
2,564
5,833
1,140
4,693
1997201225 years
Medical Arts BuildingConcordNC—
701
11,734
772
701
12,506
13,207
2,689
10,518
1997201231 years
Gateway Medical Office BuildingConcordNC—
1,100
9,904
622
1,100
10,526
11,626
2,249
9,377
2005201235 years
Copperfield Medical MallConcordNC—
1,980
2,846
310
1,998
3,138
5,136
919
4,217
1989201225 years
Weddington Internal & Pediatric MedicineConcordNC—
574
688
22
574
710
1,284
213
1,071
2000201227 years
Rex Wellness CenterGarnerNC—
1,348
5,330
34
1,348
5,364
6,712
249
6,463
2003201534 years
Gaston Professional CenterGastoniaNC—
833
24,885
752
833
25,637
26,470
3,993
22,477
1997201235 years
Harrisburg Family PhysiciansHarrisburgNC—
679
1,646
48
679
1,694
2,373
290
2,083
1996201235 years
Harrisburg Medical MallHarrisburgNC—
1,339
2,292
237
1,339
2,529
3,868
749
3,119
1997201227 years
BirkdaleHuntersvilleNC—
4,271
7,206
326
4,303
7,500
11,803
1,774
10,029
1997201235 years
Birkdale IIHuntersvilleNC—
—
—
31
4
27
31
5
26
2001201235 years
NorthcrossHuntersvilleNC—
623
278
57
623
335
958
177
781
1993201222 years
REX Knightdale MOB & Wellness CenterKnightdaleNC—
—
22,823
467
—
23,290
23,290
2,156
21,134
2009201235 years
Midland Medical ParkMidlandNC—
1,221
847
71
1,221
918
2,139
370
1,769
1998201225 years
East Rocky Mount Kidney CenterRocky MountNC—
803
998
(2)803
996
1,799
274
1,525
2000201233 years

 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
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 CenterRocky MountNC—
479
1,297
39
479
1,336
1,815
446
1,369
1990201225 years
Rocky Mount Medical ParkRocky MountNC—
2,552
7,779
1,409
2,652
9,088
11,740
2,219
9,521
1991201230 years
English Road Medical CenterRocky MountNC4,097
1,321
3,747
8
1,321
3,755
5,076
1,179
3,897
2002201235 years
Rowan Outpatient Surgery CenterSalisburyNC—
1,039
5,184
(5)1,039
5,179
6,218
1,093
5,125
2003201235 years
Trinity Health Medical Arts ClinicMinotND—
935
15,482
49
951
15,515
16,466
1,507
14,959
1995201526 years
Cooper Health MOB IWillingboroNJ—
1,389
2,742
(13)1,389
2,729
4,118
272
3,846
2010201535 years
Cooper Health MOB IIWillingboroNJ—
594
5,638
—
594
5,638
6,232
397
5,835
2012201535 years
Salem MedicalWoodstownNJ—
275
4,132
3
275
4,135
4,410
289
4,121
2010201535 years
Carson Tahoe Specialty Medical CenterCarson CityNV—
688
11,346
124
688
11,470
12,158
871
11,287
1981201535 years
Carson Tahoe MOB WestCarson CityNV—
2,862
27,519
66
2,862
27,585
30,447
2,510
27,937
2007201529 years
Del E Webb Medical PlazaHendersonNV—
1,028
16,993
1,463
1,028
18,456
19,484
4,320
15,164
1999201135 years
Durango Medical PlazaLas VegasNV—
3,787
27,738
(3,679)3,660
24,186
27,846
1,906
25,940
2008201535 years
The Terrace at South MeadowsRenoNV6,831
504
9,966
609
504
10,575
11,079
2,696
8,383
2004201135 years
Albany Medical Center MOBAlbanyNY—
321
18,389
—
321
18,389
18,710
1,107
17,603
2010201535 years
St. Peter's Recovery CenterGuilderlandNY—
1,059
9,156
—
1,059
9,156
10,215
741
9,474
1990201535 years
Central NY Medical CenterSyracuseNY24,500
1,786
26,101
2,620
1,792
28,715
30,507
5,783
24,724
1997201233 years
Northcountry MOBWatertownNY—
1,320
10,799
6
1,320
10,805
12,125
890
11,235
2001201535 years
Anderson Medical Arts Building ICincinnatiOH—
—
9,632
1,892
—
11,524
11,524
4,181
7,343
1984200735 years
Anderson Medical Arts Building IICincinnatiOH—
—
15,123
2,285
—
17,408
17,408
6,280
11,128
2007200735 years
Riverside North Medical Office BuildingColumbusOH8,420
785
8,519
1,350
785
9,869
10,654
2,821
7,833
1962201225 years
Riverside South Medical Office BuildingColumbusOH6,311
586
7,298
807
610
8,081
8,691
2,073
6,618
1985201227 years
340 East Town Medical Office BuildingColumbusOH5,862
10
9,443
864
10
10,307
10,317
2,221
8,096
1984201229 years
393 East Town Medical Office BuildingColumbusOH3,288
61
4,760
252
61
5,012
5,073
1,332
3,741
1970201220 years
141 South Sixth Medical Office BuildingColumbusOH1,544
80
1,113
4
80
1,117
1,197
470
727
1971201214 years
Doctors West Medical Office BuildingColumbusOH4,705
414
5,362
711
414
6,073
6,487
1,344
5,143
1998201235 years
Eastside Health CenterColumbusOH4,399
956
3,472
(2)956
3,470
4,426
1,412
3,014
1977201215 years
East Main Medical Office BuildingColumbusOH5,226
440
4,771
63
440
4,834
5,274
1,037
4,237
2006201235 years
Heart Center Medical Office BuildingColumbusOH—
1,063
12,140
280
1,063
12,420
13,483
2,775
10,708
2004201235 years
Wilkins Medical Office BuildingColumbusOH—
123
18,062
344
123
18,406
18,529
3,224
15,305
2002201235 years

 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
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 BuildingDelawareOH1,824
239
2,263
333
239
2,596
2,835
790
2,045
1991201225 years
Dublin Northwest Medical Office BuildingDublinOH3,118
342
3,278
234
342
3,512
3,854
889
2,965
2001201234 years
Preserve III Medical Office BuildingDublinOH9,684
2,449
7,025
(66)2,449
6,959
9,408
1,633
7,775
2006201235 years
Zanesville Surgery CenterZanesvilleOH—
172
9,403
—
172
9,403
9,575
1,799
7,776
2000201135 years
Dialysis CenterZanesvilleOH—
534
855
71
534
926
1,460
463
997
1960201121 years
Genesis Children's CenterZanesvilleOH—
538
3,781
—
538
3,781
4,319
1,002
3,317
2006201130 years
Medical Arts Building IZanesvilleOH—
429
2,405
500
436
2,898
3,334
989
2,345
1970201120 years
Medical Arts Building IIZanesvilleOH—
485
6,013
807
510
6,795
7,305
2,386
4,919
1995201125 years
Medical Arts Building IIIZanesvilleOH—
94
1,248
—
94
1,248
1,342
438
904
1970201125 years
Primecare BuildingZanesvilleOH—
130
1,344
648
130
1,992
2,122
620
1,502
1978201120 years
Outpatient Rehabilitation BuildingZanesvilleOH—
82
1,541
—
82
1,541
1,623
441
1,182
1985201128 years
Radiation Oncology BuildingZanesvilleOH—
105
1,201
—
105
1,201
1,306
404
902
1988201125 years
HealthplexZanesvilleOH—
2,488
15,849
578
2,508
16,407
18,915
4,405
14,510
1990201132 years
Physicians PavilionZanesvilleOH—
422
6,297
1,368
422
7,665
8,087
2,254
5,833
1990201125 years
Zanesville Northside PharmacyZanesvilleOH—
42
635
—
42
635
677
189
488
1985201128 years
Bethesda Campus MOB IIIZanesvilleOH—
188
1,137
135
199
1,261
1,460
401
1,059
1978201125 years
Tuality 7th Avenue Medical PlazaHillsboroOR18,547
1,516
24,638
463
1,533
25,084
26,617
5,689
20,928
2003201135 years
Professional Office Building IChesterPA—
—
6,283
1,737
—
8,020
8,020
3,780
4,240
1978200430 years
DCMH Medical Office BuildingDrexel HillPA—
—
10,424
1,540
—
11,964
11,964
5,780
6,184
1984200430 years
Pinnacle HealthHarrisburgPA—
2,574
16,767
235
2,674
16,902
19,576
1,350
18,226
2002201535 years
Penn State University Outpatient CenterHersheyPA57,415
—
55,439
—
—
55,439
55,439
12,665
42,774
2008201035 years
Lancaster Rehabilitation HospitalLancasterPA—
959
16,610
(16)959
16,594
17,553
3,151
14,402
2007201235 years
Lancaster ASC MOBLancasterPA—
593
17,117
30
593
17,147
17,740
3,694
14,046
2007201235 years
St. Joseph Medical Office BuildingReadingPA—
—
10,823
811
—
11,634
11,634
3,219
8,415
2006201035 years
Crozer - Keystone MOB ISpringfieldPA—
9,130
47,078
—
9,130
47,078
56,208
4,113
52,095
1996201535 years
Crozer-Keystone MOB IISpringfieldPA—
5,178
6,523
—
5,178
6,523
11,701
606
11,095
1998201525 years
Doylestown Health & Wellness CenterWarringtonPA—
4,452
17,383
910
4,497
18,248
22,745
4,068
18,677
2001201234 years
Roper Medical Office BuildingCharlestonSC8,133
127
14,737
2,949
127
17,686
17,813
4,053
13,760
1990201228 years
St. Francis Medical Plaza (Charleston)CharlestonSC—
447
3,946
418
447
4,364
4,811
1,154
3,657
2003201235 years
Providence MOB IColumbiaSC—
225
4,274
587
225
4,861
5,086
1,751
3,335
1979201218 years
Providence MOB IIColumbiaSC—
122
1,834
85
122
1,919
2,041
747
1,294
1985201218 years

 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
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 IIIColumbiaSC—
766
4,406
524
766
4,930
5,696
1,385
4,311
1990201223 years
One Medical ParkColumbiaSC—
210
7,939
843
214
8,778
8,992
2,856
6,136
1984201219 years
Three Medical ParkColumbiaSC—
40
10,650
924
40
11,574
11,614
3,237
8,377
1988201225 years
St. Francis Millennium Medical Office BuildingGreenvilleSC14,754
—
13,062
10,581
30
23,613
23,643
8,573
15,070
2009200935 years
200 AndrewsGreenvilleSC—
789
2,014
220
789
2,234
3,023
1,042
1,981
1994201229 years
St. Francis CMOBGreenvilleSC—
501
7,661
725
501
8,386
8,887
1,711
7,176
2001201235 years
St. Francis Outpatient Surgery CenterGreenvilleSC—
1,007
16,538
485
1,007
17,023
18,030
3,620
14,410
2001201235 years
St. Francis Professional Medical CenterGreenvilleSC—
342
6,337
763
362
7,080
7,442
1,766
5,676
1984201224 years
St. Francis Women'sGreenvilleSC—
322
4,877
285
322
5,162
5,484
1,820
3,664
1991201224 years
St. Francis Medical Plaza (Greenville)GreenvilleSC—
88
5,876
526
88
6,402
6,490
1,660
4,830
1998201224 years
Irmo Professional MOBIrmoSC—
1,726
5,414
139
1,726
5,553
7,279
1,657
5,622
2004201135 years
River Hills Medical PlazaLittle RiverSC—
1,406
1,813
107
1,406
1,920
3,326
615
2,711
1999201227 years
Mount Pleasant Medical Office LongpointMount PleasantSC—
670
4,455
122
692
4,555
5,247
1,730
3,517
2001201234 years
Mary Black Westside Medical Office BldgSpartanburgSC—
291
5,057
425
300
5,473
5,773
1,365
4,408
1991201231 years
Spartanburg ASCSpartanburgSC—
1,333
15,756
—
1,333
15,756
17,089
999
16,090
2002201535 years
Spartanburg Regional MOBSpartanburgSC—
207
17,963
253
286
18,137
18,423
1,293
17,130
1986201535 years
Wellmont Blue Ridge MOBBristolTN—
999
5,027
—
999
5,027
6,026
413
5,613
2001201535 years
Health Park Medical Office BuildingChattanoogaTN6,122
2,305
8,949
37
2,305
8,986
11,291
1,917
9,374
2004201235 years
Peerless Crossing Medical CenterClevelandTN—
1,217
6,464
10
1,217
6,474
7,691
1,302
6,389
2006201235 years
St. Mary's Clinton Professional Office BuildingClintonTN—
298
618
6
298
624
922
78
844
1988201539 years
St. Mary's Farragut MOBFarragutTN—
221
2,719
49
221
2,768
2,989
194
2,795
1997201539 years
Medical Center Physicians TowerJacksonTN12,894
549
27,074
44
549
27,118
27,667
5,568
22,099
2010201235 years
St. Mary's Physical Therapy & Rehabilitation Center EastJefferson CityTN—
120
160
—
120
160
280
43
237
1985201539 years
St. Mary's Physician Professional Office BuildingKnoxvilleTN—
138
3,144
—
138
3,144
3,282
275
3,007
1981201539 years
St. Mary's Magdalene Clarke TowerKnoxvilleTN—
69
4,153
4
69
4,157
4,226
320
3,906
1972201539 years
St. Mary's Medical Office BuildingKnoxvilleTN—
136
359
—
136
359
495
67
428
1976201539 years
St. Mary's Ambulatory Surgery CenterKnoxvilleTN—
129
1,012
—
129
1,012
1,141
119
1,022
1999201524 years
Texas Clinic at ArlingtonArlingtonTX—
2,781
24,515
4
2,781
24,519
27,300
1,769
25,531
2010201535 years
Seton Medical Park TowerAustinTX—
805
41,527
1,954
1,061
43,225
44,286
7,136
37,150
1968201235 years
Seton Northwest Health PlazaAustinTX—
444
22,632
1,676
444
24,308
24,752
4,264
20,488
1988201235 years

 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
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 PlazaAustinTX—
294
5,311
133
294
5,444
5,738
930
4,808
2004201235 years
Seton Southwest Health Plaza IIAustinTX—
447
10,154
20
447
10,174
10,621
1,730
8,891
2009201235 years
BioLife Sciences BuildingDentonTX—
1,036
6,576
—
1,036
6,576
7,612
537
7,075
2010201535 years
East Houston MOB, LLCHoustonTX—
356
2,877
431
328
3,336
3,664
1,746
1,918
1982201115 years
East Houston Medical PlazaHoustonTX—
671
426
513
671
939
1,610
668
942
1982201111 years
Memorial HermannHoustonTX—
822
14,307
—
822
14,307
15,129
953
14,176
2012201535 years
Scott & White HealthcareKingslandTX—
534
5,104
—
534
5,104
5,638
390
5,248
2012201535 years
Odessa Regional MOBOdessaTX—
121
8,935
—
121
8,935
9,056
619
8,437
2008201535 years
Legacy Heart CenterPlanoTX—
3,081
8,890
8
3,081
8,898
11,979
750
11,229
2005201535 years
Seton Williamson Medical PlazaRound RockTX—
—
15,074
448
—
15,522
15,522
4,296
11,226
2008201035 years
Sunnyvale Medical PlazaSunnyvaleTX—
1,186
15,397
4
1,186
15,401
16,587
1,218
15,369
2009201535 years
Texarkana ASCTexarkanaTX—
814
5,903
—
814
5,903
6,717
516
6,201
1994201530 years
Spring Creek Medical PlazaTomballTX—
2,165
8,212
—
2,165
8,212
10,377
589
9,788
2006201535 years
251 Medical CenterWebsterTX—
1,158
12,078
178
1,158
12,256
13,414
2,208
11,206
2006201135 years
253 Medical CenterWebsterTX—
1,181
11,862
3
1,181
11,865
13,046
2,066
10,980
2009201135 years
MRMC MOB IMechanicsvilleVA—
1,669
7,024
418
1,669
7,442
9,111
2,302
6,809
1993201231 years
Henrico MOBRichmondVA—
968
6,189
841
968
7,030
7,998
2,241
5,757
1976201125 years
St. Mary's MOB North (Floors 6 & 7)RichmondVA—
227
2,961
301
227
3,262
3,489
1,054
2,435
1968201222 years
Virginia Urology CenterRichmondVA—
3,822
16,127
—
3,822
16,127
19,949
1,248
18,701
2004201535 years
St. Francis Cancer CenterRichmondVA—
654
18,331
3
657
18,331
18,988
1,324
17,664
2006201535 years
Bonney Lake Medical Office BuildingBonney LakeWA10,467
5,176
14,375
170
5,176
14,545
19,721
3,151
16,570
2011201235 years
Good Samaritan Medical Office BuildingPuyallupWA13,648
781
30,368
588
781
30,956
31,737
5,403
26,334
2011201235 years
Holy Family Hospital Central MOBSpokaneWA—
—
19,085
260
—
19,345
19,345
2,540
16,805
2007201235 years
Physician's PavilionVancouverWA—
1,411
32,939
914
1,424
33,840
35,264
7,427
27,837
2001201135 years
Administration BuildingVancouverWA—
296
7,856
—
296
7,856
8,152
1,712
6,440
1972201135 years
Medical Center Physician's BuildingVancouverWA—
1,225
31,246
2,480
1,246
33,705
34,951
6,822
28,129
1980201135 years
Memorial MOBVancouverWA—
663
12,626
339
690
12,938
13,628
2,793
10,835
1999201135 years
Salmon Creek MOBVancouverWA—
1,325
9,238
—
1,325
9,238
10,563
1,991
8,572
1994201135 years
Fisher's Landing MOBVancouverWA—
1,590
5,420
—
1,590
5,420
7,010
1,408
5,602
1995201134 years
Columbia Medical PlazaVancouverWA—
281
5,266
228
331
5,444
5,775
1,235
4,540
1991201135 years
Appleton Heart InstituteAppletonWI—
—
7,775
38
—
7,813
7,813
1,901
5,912
2003201039 years
Appleton Medical Offices WestAppletonWI—
—
5,756
82
—
5,838
5,838
1,435
4,403
1989201039 years
Appleton Medical Offices SouthAppletonWI—
—
9,058
185
—
9,243
9,243
2,358
6,885
1983201039 years
Brookfield ClinicBrookfieldWI—
2,638
4,093
—
2,638
4,093
6,731
1,095
5,636
1999201135 years

 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
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 - FranklinFranklinWI—
1,973
7,579
56
2,029
7,579
9,608
619
8,989
2008201534 years
Lakeshore Medical Clinic - GreenfieldGreenfieldWI—
1,223
13,387
9
1,223
13,396
14,619
902
13,717
2010201535 years
Aurora Health Care - HartfordHartfordWI—
3,706
22,019
—
3,706
22,019
25,725
1,673
24,052
2006201535 years
Hartland ClinicHartlandWI—
321
5,050
—
321
5,050
5,371
1,151
4,220
1994201135 years
Aurora Healthcare - KenoshaKenoshaWI—
7,546
19,155
—
7,546
19,155
26,701
1,487
25,214
2014201535 years
Univ of Wisconsin HealthMononaWI5,039
678
8,017
—
678
8,017
8,695
664
8,031
2011201535 years
Theda Clark Medical Center Office PavilionNeenahWI—
—
7,080
286
—
7,366
7,366
1,785
5,581
1993201039 years
Aylward Medical Building Condo Floors 3 & 4NeenahWI—
—
4,462
7
—
4,469
4,469
1,195
3,274
2006201039 years
Aurora Health Care - NeenahNeenahWI—
2,033
9,072
—
2,033
9,072
11,105
740
10,365
2006201535 years
New Berlin ClinicNew BerlinWI—
678
7,121
—
678
7,121
7,799
1,745
6,054
1999201135 years
United Healthcare - OnalaskaOnalaskaWI—
4,623
5,527
—
4,623
5,527
10,150
585
9,565
1995201535 years
WestWood Health & FitnessPewaukeeWI—
823
11,649
—
823
11,649
12,472
2,880
9,592
1997201135 years
Aurora Health Care - Two RiversTwo RiversWI—
5,638
25,308
—
5,638
25,308
30,946
1,938
29,008
2006201535 years
Watertown ClinicWatertownWI—
166
3,234
—
166
3,234
3,400
711
2,689
2003201135 years
Southside ClinicWaukeshaWI—
218
5,273
—
218
5,273
5,491
1,176
4,315
1997201135 years
Rehabilitation HospitalWaukeshaWI—
372
15,636
—
372
15,636
16,008
3,053
12,955
2008201135 years
United Healthcare - WauwatosaWawatosaWI—
8,012
15,992
—
8,012
15,992
24,004
1,501
22,503
1995201535 years
BSG CS, LLCWaunakeeWI—
1,060
—
—
1,060
—
1,060
—
1,060
N/A201235 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 StreetNew HavenCT—
2,706
186,570
—
2,706
186,570
189,276
1,286
187,990
2013201659 years
300 George StreetNew HavenCT—
2,262
122,144
—
2,262
122,144
124,406
922
123,484
2014201650 years
Univ. of Miami Life Science and Technology ParkMiamiFL—
2,249
87,019
—
2,249
87,019
89,268
660
88,608
2014201653 years
IITChicagoIL—
30
55,620
—
30
55,620
55,650
454
55,196
2006201646 years
University of Maryland BioPark I Unit 1BaltimoreMD—
113
25,199
—
113
25,199
25,312
200
25,112
2005201650 years
University of Maryland BioPark IIBaltimoreMD—
61
91,764
—
61
91,764
91,825
833
90,992
2007201650 years
University of Maryland BioPark GarageBaltimoreMD—
77
4,677
—
77
4,677
4,754
66
4,688
2007201629 years
Tributary StreetBaltimoreMD—
4,015
15,905
—
4,015
15,905
19,920
188
19,732
1998201645 years
Beckley StreetBaltimoreMD—
2,813
13,481
—
2,813
13,481
16,294
164
16,130
1999201645 years
873 West Baltimore StreetBaltimoreMD—
980
8
—
980
8
988
—
988
CIPCIPCIP
Heritage at 4240Saint LouisMO—
403
47,125
—
403
47,125
47,528
529
46,999
2013201645 years
Cortex 1Saint LouisMO—
631
26,543
—
631
26,543
27,174
319
26,855
2005201650 years

 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
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 ParkSaint LouisMO—
606
37,083
—
606
37,083
37,689
295
37,394
2009201652 years
311 South Sarah StreetSt. LouisMO—
7,113
133
—
7,113
133
7,246
—
7,246
CIPCIPCIP
Weston ParkwayCaryNC—
1,372
6,535
—
1,372
6,535
7,907
68
7,839
1990201650 years
Patriot DriveDurhamNC—
1,960
10,749
—
1,960
10,749
12,709
124
12,585
2010201650 years
701 W. Main StreetDurhamNC36,187
2,190
65,599
—
2,190
65,599
67,789
—
67,789
CIPCIPCIP
Paramount ParkwayMorrisvilleNC—
1,016
19,794
—
1,016
19,794
20,810
212
20,598
1999201645 years
Wake 90Winston-SalemNC—
2,752
79,949
—
2,752
79,949
82,701
799
81,902
2013201640 years
Wake 91Winston-SalemNC—
1,729
73,690
—
1,729
73,690
75,419
599
74,820
2011201650 years
Wake 60Winston-SalemNC15,000
1,243
83,414
—
1,243
83,414
84,657
399
84,258
2016201635 years
450 North Patterson AvenueWinston-SalemNC—
1,930
5,513
—
1,930
5,513
7,443
—
7,443
CIPCIPCIP
Hershey Center Unit 1HummelstownPA—
813
23,699
—
813
23,699
24,512
225
24,287
2007201650 years
3737 Market StreetPhiladelphiaPA—
40
141,981
—
40
141,981
142,021
945
141,076
2014201654 years
3711 Market StreetPhiladelphiaPA—
12,320
69,278
—
12,320
69,278
81,598
565
81,033
2008201648 years
3750 Lancaster AvenuePhiladelphiaPA—
—
88
—
—
88
88
—
88
CIPCIPCIP
3675 Market StreetPhiladelphiaPA—
3,300
1,931
—
3,300
1,931
5,231
—
5,231
CIPCIPCIP
3701 Filbert StreetPhiladelphiaPA—
—
(205)—
—
(205)(205)—
(205)CIPCIPCIP
115 North 38th StreetPhiladelphiaPA—
—
2
—
—
2
2
—
2
CIPCIPCIP
225 North 38th StreetPhiladelphiaPA—
—
19
—
—
19
19
—
19
CIPCIPCIP
IRP INorfolkVA—
60
20,084
—
60
20,084
20,144
179
19,965
2007201655 years
IRP IINorfolkVA—
69
21,255
—
69
21,255
21,324
174
21,150
2007201655 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
   



VENTAS, INC.
SCHEDULE IV
MORTGAGE LOANS ON REAL ESTATE MORTGAGE LOANS
December 31, 20162019
(Dollars in Thousands)
LocationNumber of RE AssetsInterest RateFixed / VariableMaturity DateMonthly Debt ServiceFace ValueNet Book ValuePrior LiensLocationNumber of RE AssetsInterest RateFixed / VariableMaturity DateMonthly Debt ServiceFace ValueNet Book ValuePrior Liens
  (In thousands)
First MortgagesFirst Mortgages  First Mortgages  
Washington18.00%F8/1/2020172
25,000
24,854
—
Ohio18.88%V10/1/2021568
78,448
78,448
—
Washington16.00%F7/5/201770
6,030
6,000
—
Texas17.21%V1/31/202912
1,900
1,900
—
Multiple39.21%V6/30/2019136
17,023
17,023
—
  
Mezzanine LoansMezzanine Loans  
Ohio57.89%V10/1/2021531
78,448
78,448
—
Multiple1568.16%V6/9/20212,005
489,752
487,246
1,024,482
  
Mezzanine Loans  
Multiple319.95%F/V2/6/20211,200
140,000
140,000
1,636,400
California17.76%V8/29/202414
6,428
6,428
34,252
Multiple*1798.27%F/V12/9/20192,132
309,423
309,423
1,600,242
California17.76%V8/29/202420
9,336
9,336
11,181
    
Construction LoansConstruction Loans  Construction Loans  
Colorado18.75%V2/6/2021445
59,044
58,453
—
Colorado18.75%F11/1/2021437
59,043
58,860
—
TotalTotal $3,056
$644,907
$642,218
$1,069,915
    
* 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
 Mortgage Loan Reconciliation
 
   2019 2018 2017
   (In thousands)
 Beginning Balance $427,117
 $565,875
 $634,201
 Additions:      
 New loans 1,234,244
 9,900
 —
 Construction draws —
 —
 —
 Total additions 1,234,244
 9,900
 —
 Deductions:      
 Principal repayments (1,011,353) (148,658) (68,326)
 Total deductions (1,011,353) (148,658) (68,326)
 Effect of foreign currency translation (7,790) —
 —
 Ending Balance $642,218
 $427,117
 $565,875



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, 2016.2019. 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, 2016,2019, 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 2016,2019, 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 20172020 Annual Meeting of Stockholders, which we will file with the SEC not later than May 1, 2017.April 30, 2020.


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 20172020 Annual Meeting of Stockholders, which we will file with the SEC not later than May 1, 2017.April 30, 2020.


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 20172020 Annual Meeting of Stockholders, which we will file with the SEC not later than May 1, 2017.April 30, 2020.



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 20172020 Annual Meeting of Stockholders, which we will file with the SEC not later than May 1, 2017.April 30, 2020.




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”2020” in our definitive Proxy Statement for the 20172020 Annual Meeting of Stockholders, which we will file with the SEC not later than May 1, 2017.April 30, 2020.




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
ReportReports of Independent Registered Public Accounting Firm
8265
Consolidated Balance Sheets as of December 31, 20162019 and 20152018
8469
Consolidated Statements of Income for the years endedYears Ended December 31, 2016, 20152019, 2018 and 20142017
8570
Consolidated Statements of Comprehensive Income for the years endedYears Ended December 31, 2016, 20152019, 2018 and 20142017
8671
Consolidated Statements of Equity for the years endedYears Ended December 31, 2016, 20152019, 2018 and 20142017
8772
Consolidated Statements of Cash Flows for the years endedYears Ended December 31, 2016, 20152019, 2018 and 20142017
8872
Notes to Consolidated Financial Statements
9074
Consolidated Financial Statement Schedules 
Schedule II — Valuation and Qualifying Accounts
144120
Schedule III — Real Estate and Accumulated Depreciation
145121
Schedule IV — Mortgage Loans on Real Estate
185157

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.


Exhibits
EXHIBITS
Exhibit
Number
 Description of Document Location of Document
2.1
3.1
 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.






Exhibit
Number4.4
 Description of DocumentLocation 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.Incorporated by reference herein. Previously filed as Exhibit 4.10 to our Annual Report on Form 10-K for the year ended December 31, 2016, filed on February 14, 2017, File No. 001-10989.





4.11
4.5

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
4.6

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 4.24.3 to our Current Report on Form 8-K, filed on April 17, 2014, File No. 001-10989.





4.14
4.7

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
4.8

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
4.9

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. 001-09028.001-09028 (see Exhibit 1.2 of complete submission text file).





4.17
Exhibit
Number
Description of DocumentLocation of Document
4.10
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.Incorporated by reference herein. Previously filed as Exhibit 4.17 to our Annual Report on Form 10-K for the year ended December 31, 2016, filed on February 14, 2017, File No. 001-10989.





4.18
4.11

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.






Exhibit
Number4.12
 Description of DocumentLocation 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
4.13

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
4.14

Fourth Supplemental Indenture dated as of June 1, 2017 by and among Ventas Canada Finance Limited, as Issuer, Ventas, Inc., as Guarantor, and Computershare Trust Company of Canada, as Trustee, relating to the 2.55% Senior Notes, Series D due 2023.Incorporated by reference herein. Previously filed as Exhibit 4.1 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, filed on July 28, 2017, File No. 001-10989.
4.15
Fifth Supplemental Indenture dated as of November 12, 2019 by and among Ventas Canada Finance Limited, as Issuer, Ventas, Inc., as Guarantor, and Computershare Trust Company of Canada, as Trustee, relating to the 2.80% Senior Notes, Series E due 2024.Filed herewith.
4.16
Sixth Supplemental Indenture dated as of November 12, 2019 by and among Ventas Canada Finance Limited, as Issuer, Ventas, Inc., as Guarantor, and Computershare Trust Company of Canada, as Trustee, relating to the Floating Rate Senior Notes, Series F due 2021.Filed herewith.
4.17
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
4.18

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
4.19
 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
Exhibit
Number
Description of DocumentLocation of Document
4.20
 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
4.21

Fourth Supplemental Indenture dated as of March 29, 2017 by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 3.100% Senior Notes due 2023 and the 3.850% Senior Notes due 2027.Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on March 29, 2017, File No. 001-10989.
4.22
Indenture dated February 23, 2018 among Ventas, Inc., Ventas Realty, Limited Partnership, the Guarantors named therein, 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 February 23, 2018, File No. 001-10989.

4.23
First Supplemental Indenture dated as of February 23, 2018 by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor and U.S. Bank National Association, as Trustee relating to the 4.000% Senior Notes due 2028

Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on February 23, 2018, File No. 001-10989.

4.24
Second Supplemental Indenture dated as of August 15, 2018 by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor and U.S. Bank National Association, as Trustee relating to the 4.400% Senior Notes due 2029

Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on August 15, 2018, File No. 001-10989.

4.25
Third Supplemental Indenture dated as of February 26, 2019 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 2024 and 4.875% Senior Notes due 2049Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on February 26, 2019, File No. 001-10989.
4.26
Fourth Supplemental Indenture dated as of July 3, 2019 by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor and U.S. Bank National Association, as Trustee relating to the 2.650% Senior Notes due 2025Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on July 3, 2019, File No. 001-10989.
4.27
Fifth Supplemental Indenture dated as of August 21, 2019 by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor and U.S. Bank National Association, as Trustee relating to the 3.000% Senior Notes due 2030Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on August 21, 2019, File No. 001-10989.
4.28
Credit and Guaranty Agreement dated July 26, 2018 among Ventas Realty, Limited Partnership, as Borrower, Ventas, Inc., as Guarantor, The Lenders party thereto from time to time, and Bank of America, N.A., as Administrative Agent

Incorporated by reference herein. Previously filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, filed on October 26, 2018, 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
Exhibit
Number
Description of DocumentLocation of Document
10.2
Second Amended and Restated Credit and Guaranty Agreement, dated as of December 9, 2013,April 25, 2017, among Ventas Realty, Limited Partnership, Ventas SSL Ontario II, Inc. and, Ventas SSL Ontario III, Inc., Ventas Canada Finance Limited, Ventas UK Finance, Inc., and Ventas Euro Finance, LLC, 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.Lender, Bank of America, N.A. and JP Morgan Chase Bank, N.A., as Swing Line Lenders and L/C Issuers.
Incorporated by reference herein. Previously filed as Exhibit 10.3.1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed on April 28, 2017, File No. 001-10989.
10.3*
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.
10.4.1*
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.
10.4.2*
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.
10.4.3*
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.
10.5.1*
Ventas, Inc. 2006 Stock Plan for Directors, as amended.Incorporated by reference herein. Previously filed as Exhibit 10.1 to our CurrentQuarterly Report on Form 8-K,10-Q for the quarter ended March 31, 2012, filed on December 11, 2013,April 27, 2012, File No. 001-10989.





10.3 First
10.5.2*
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.
10.5.3*
Form of Amendment datedto 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.
10.5.4*
Form of July 28, 2015Restricted Stock Unit Agreement—2006 Stock Plan for Directors.Incorporated by reference herein. Previously filed as Exhibit 10.11.4 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, our Annual Report on Form 10-K for the year ended December 31, 2008, filed on February 27, 2009, File No. 001-10989.
10.6.1*
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. 2012 Incentive Plan. Incorporated by reference herein. Previously filed as Exhibit 10.1 to our Current Report on Form 8-K, filed on JulyMay 23, 2012, File No. 001-10989.
10.6.2*
First Amendment to the Ventas, Inc. 2012 Incentive Plan.Incorporated by reference herein. Previously filed as Exhibit 10.10.7 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed on April 28, 2017, File No. 001-10989.
10.6.3*
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.
     

Exhibit
Number
 Description of Document Location of Document
10.4Second 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.
10.5Tax 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.
10.6Employee 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.






Exhibit
Number10.6.4*
 Description of DocumentLocation 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*
10.6.5*

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*
10.6.6*

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*
10.6.7*

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*
10.6.8*

Form of Performance-Based Restricted Stock Unit Agreement (CEO) under the Ventas, Executive Deferred Stock Compensation Plan, as amended.Inc. 2012 Incentive Plan.
Incorporated by reference herein. Previously filed as Exhibit 10.12.110.10.8 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed on April 28, 2017, File No. 001-10989.
10.6.9*
Form of Restricted Stock Unit Agreement (CEO) under the Ventas, Inc. 2012 Incentive Plan.Incorporated by reference herein. Previously filed as Exhibit 10.10.9 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed on April 28, 2017, File No. 001-10989.
10.6.10*
Form of Transition Restricted Stock Unit Agreement (CEO) under the Ventas, Inc. 2012 Incentive Plan.Incorporated by reference herein. Previously filed as Exhibit 10.10.10 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed on April 28, 2017, File No. 001-10989.
10.6.11*
Form of Performance-Based Restricted Stock Unit Agreement (Non-CEO) under the Ventas, Inc. 2012 Incentive Plan.Incorporated by reference herein. Previously filed as Exhibit 10.10.11 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed on April 28, 2017, File No. 001-10989.
10.6.12*
Form of Restricted Stock Unit Agreement (Non-CEO) under the Ventas, Inc. 2012 Incentive Plan.Incorporated by reference herein. Previously filed as Exhibit 10.10.12 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed on April 28, 2017, File No. 001-10989.
10.6.13*
Form of Transition Restricted Stock Unit Agreement (Non-CEO) under the Ventas, Inc. 2012 Incentive Plan.Incorporated by reference herein. Previously filed as Exhibit 10.10.13 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed on April 28, 2017, File No. 001-10989.
10.7.1*
Ventas Executive Deferred Stock Compensation Plan, as amended and restated on December 7, 2017.Incorporated by reference herein. Previously filed as Exhibit 10.9.1 to our Annual Report on Form 10-K for the year ended December 31, 2008,2017, filed on February 27, 2009,9, 2018, File No. 001-10989.





10.11.2*
10.7.2*

Deferral Election Form under the Ventas Executive Deferred Stock Compensation Plan.Plan, as amended and restated on December 7, 2017.
Incorporated by reference herein. Previously filed as Exhibit 10.12.210.9.2 to our Annual Report on Form 10-K for the year ended December 31, 2008,2017, filed on February 27, 2009,9, 2018, File No. 001-10989.
.



  
 
10.12.1*
10.8.1*

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*
10.8.2*

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.

Number
 
Description of Document		 Location of Document
10.14.1*
10.9.1*

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*
10.10.2*

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*
10.10*

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*
10.11.1*

EmploymentConsulting Agreement dated as of July 31, 1998October 15, 2019 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.Filed herewith.

  
 

Exhibit
Number10.11.2*
 Description of DocumentLocation of Document
10.16.2*
Consulting Agreement Amendment dated as of September 30, 1999 to Employment AgreementDecember 13, 2019 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.Filed herewith.





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*
10.12.1*

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*
10.12.2*

Amendment dated December 8, 2017 to 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 10.16.2 to our Annual Report on Form 10-K for the year ended December 31, 2017, filed on February 9, 2018, File No. 001-10989.
10.13.1*
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*
10.13.2*

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*
10.13.3*

Amendment dated December 8, 2017 to Employee Protection and Noncompetition Agreement dated June 17, 2015as of September 16, 2014 between Ventas, Inc. and Todd W. Lillibridge.Robert F. Probst.
Incorporated by reference herein. Previously filed as Exhibit 10.110.17.3 to our CurrentAnnual Report on Form 8-K,10-K for the year ended December 31, 2017, filed on June 23, 2015,February 9, 2018, File No. 001-10989.


  
 
10.21*
10.14.1*

Offer of Employment Term Sheet dated March 20, 2018 from Ventas, Inc. to Peter J. Bulgarelli.
Incorporated by reference herein. Previously filed as Exhibit 10.1.1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, filed on April 27, 2018, File No. 001-10989.

10.14.2*
Employee Protection and Noncompetition Agreement dated March 20, 2018 between Ventas, Inc. and Peter J. Bulgarelli.

Incorporated by reference herein. Previously filed as Exhibit 10.1.2 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, filed on April 27, 2018, File No. 001-10989.

10.15*
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
21
 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
Exhibit
Number
Description of DocumentLocation of Document
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.



ITEM 16.    Form 10-K Summary
None.

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, 201721, 2020
  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.



SignatureTitleDate
   
/s/ DEBRA A. CAFAROChairman and Chief Executive Officer (Principal Executive Officer)February 13, 201721, 2020
Debra A. Cafaro  
   
/s/ ROBERT F. PROBSTExecutive Vice President and Chief Financial Officer (Principal Financial Officer)February 13, 201721, 2020
Robert F. Probst  
   
/s/ GREGORY R. LIEBBESenior Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer)February 13, 201721, 2020
Gregory R. Liebbe  
   
/s/ MELODY C. BARNESDirectorFebruary 13, 201721, 2020
Melody C. Barnes  
   
/s/ JAY M. GELLERTDirectorFebruary 13, 201721, 2020
Jay M. Gellert  
   
/s/ RICHARD I. GILCHRISTDirectorFebruary 13, 201721, 2020
Richard I. Gilchrist  
   
/s/ MATTHEW J. LUSTIGDirectorFebruary 13, 201721, 2020
Matthew J. Lustig  
   
/s/ ROXANNE M. MARTINODirectorFebruary 13, 201721, 2020
Roxanne M. Martino  
   
/s/ DOUGLAS M. PASQUALESEAN P. NOLANDirectorFebruary 13, 201721, 2020
Douglas M. PasqualeSean P. Nolan  
   
/s/WALTER C. RAKOWICHDirectorFebruary 13, 201721, 2020
Walter C. Rakowich  
   
/s/ ROBERT D. REEDDirectorFebruary 13, 201721, 2020
Robert D. Reed
/s/ GLENN J. RUFRANODirectorFebruary 13, 2017
Glenn J. Rufrano  
   
/s/ JAMES D. SHELTONDirectorFebruary 13, 201721, 2020
James D. Shelton  
   





EXHIBIT INDEX
170
Exhibit
Number
Description of DocumentLocation of Document
2.1Separation 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.






Exhibit
Number
Description of DocumentLocation 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.






Exhibit
Number
Description of DocumentLocation 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.





4.24Second 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.
4.25Third 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.





10.4Second 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.
10.5Tax 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.

Exhibit
Number
Description of DocumentLocation of Document
10.6Employee 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.






Exhibit
Number
Description of DocumentLocation 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.



Exhibit
Number
Description of DocumentLocation 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.


12Statement 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.


ITEM 16.    Form 10-K Summary
None.


203