Ventas
Annual Report 2016

Plain-text annual report

Excellence. Sustained.® 2016 Annual Report EXCELLENCE. SUSTAINED. DELIVERS 25% COMPOUND ANNUAL TSR FOR 17 YEARS1 TOTAL SHAREHOLDER RETURN (TSR) 4,640% VENTAS 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 726% BLOOMBERG HEALTHCARE REIT INDEX 560% MSCI US REIT INDEX 112% S&P 500 INDEX DELIVERS 16% TSR IN 2016 GROWTH 5%1 6%2 NORMALIZED FFO PER SHARE DIVIDEND PER SHARE ATTRACTIVE INVESTMENTS AND DISPOSITIONS $2.6B 3 ACCRETIVE INVESTMENTS >$600M PROFITABLE DISPOSITIONS AND LOAN REPAYMENTS FINANCIAL STRENGTH 5.7x NET DEBT TO ADJUSTED PRO FORMA EBITDA4 RATIO 4.8x FIXED CHARGE COVERAGE (1) Bloomberg; for the period beginning 12/31/1999 and ending 12/31/2016. Ventas prices adjusted historically for spin-off of skilled nursing facilities (SNF) in 2015. (1) Represents Comparable normalized Funds From Operations per share growth. (2) Q4 2016 vs. Q3 2016. (3) Includes closed and committed investments and new development and redevelopment commitments. (4) Earnings before interest, taxes, depreciation and amortization. 2 Introduction 2016 Annual Report 2016 Annual Report Introduction 3 Dear Stakeholder, In 2016, we solidified our role as the premier provider of capital to leading senior living and healthcare providers and research institutions, and delivered outstanding total shareholder return of 16 percent. With focused execution of our strategic priorities—superior investment activities, opportunistic dispositions and thoughtful balance sheet strengthening—we delivered value to our shareholders and to our business partners. And, we sustained excellence. Atria at Foster Square Seniors Housing DEMOGRAPHICS AND LONGEVITY FUEL DEMAND 7x FASTER GROWTH IN 75+ POPULATION 1 Economic environments and public policies change, but the inexorable demand for more healthcare from a rapidly aging population powers our business. 10K BABY BOOMERS TURN 65 EACH DAY2 34M INDIVIDUALS WILL BE 75+ BY 20301 (1) Source: U.S. Census Bureau, Population Division. (2) Source: Pew Research Center. $1T DOMESTIC HEALTHCARE REAL ESTATE MARKET 5% 10% 15% 39% n n Outpatient Facilities / MOB n n Hospitals n n Private Pay Seniors Housing n n Post-Acute Facilities n n Life Science / Biotech Facilities 31% LONG RUNWAY FOR GROWTH FRAGMENTED MARKET RIPE FOR CONSOLIDATION WITH <15% OF HEALTHCARE ASSETS HELD BY REITS Ventas operates at the intersection of two large and dynamic industries, healthcare and real estate, which together represent almost 40 percent of the $17 trillion U.S. gross domestic product. Megatrends of extended life spans, a burgeoning senior population marked by the first wave of Baby Boomers turning 70 and the increasing need for more healthcare, medical research and senior living choices are energizing demand for our properties. Our capital and real estate solutions promote wellness and enhance longevity by providing places where critical care and comfort are delivered, seniors live with dignity as their healthcare and social needs are met, and distinguished universities conduct groundbreaking research. The U.S. senior living and healthcare real estate market is enormous—valued at $1 trillion—of which less than 15 percent is held by REITs; it is fragmented and ripe for continued investment and consolidation. We are just at the beginning of an inevitable transition of healthcare assets to efficient long-term owners like Ventas and we are excited about these prospects. Since the beginning of 2000, we have delivered industry-leading 25 percent total return to shareholders, powered by our diversified and balanced portfolio. We have produced consistent growth and income throughout various economic and regulatory cycles; we’ve maintained financial strength and flexibility; we’ve been forward thinking and innovative; we’ve allocated capital wisely; and we’ve executed our strategy with rigor and excellence. The Ventas Advantage sets us apart and has enabled our track record of consistent success. Our unique combination of high- quality properties in superior markets, outstanding platforms with leading operators and research institutions, and our incredible people and culture will continue to fuel our performance and sustain excellence going forward. PUT IT ALL TOGETHER AND YOU HAVE THE VENTAS ADVANTAGE —OUR SUPERIOR PROPERTIES, PLATFORMS AND PEOPLE— THAT ENABLES US TO PRODUCE CONSISTENT GROWTH AND INCOME THROUGH CYCLES. 2016 Annual Report Our Properties 5 Alexion Pharmaceuticals Global Headquarters Life Science and Innovation Center Enduring Values and Performance Our Properties Our carefully curated portfolio has been built with discipline and intent, focused on a balanced mixture of properties that will deliver reliable and growing cash flows. With our flexible and innovative approaches, we invest with leading operators across multiple asset types—seniors housing, acute care facilities, medical office buildings, life science and innovation centers, and post-acute care properties—to create growth for our business partners and value for our shareholders. OUR DIFFERENTIATED, DIVERSE AND HIGH-QUALITY PORTFOLIO IS EXPERTLY OPERATED BY LEADING CARE PROVIDERS AND RESEARCH INSTITUTIONS NOI BY PROPERTY TYPE n n Seniors Housing Operating (SHOP) n n Seniors Housing Triple Net (NNN) n n Medical Office Buildings (MOB) n n Life Science and Innovation Centers n n Skilled Nursing Facilities (SNF) n n U.S. Acute Care Hospitals n n Loans n n International Hospitals n n Specialty Hospitals 1% 6% 7% 1% 5% 6% 29% $2B NOI 20% 25% 93% ~1% PRIVATE PAY REVENUE SNF NOI CONTRIBUTION Totals may not add due to rounding. Excludes sold assets and assets intended for disposition. Represents pro forma Q4 2017. During the year, we continued to elevate the quality and mix of our portfolio by creating a new channel for growth when we invested $1.5 billion in life science and innovation centers affiliated with some of the most revered names in education, scientific research and academic medical centers. Our new tenants include Yale University, Duke University, Wake Forest University, Penn Medicine and Washington University—market leaders that in total account for 10 percent of all university life science research and development spending in the U.S. We are extremely proud to be the owner of assets where these world-class institutions are fulfilling their core mission of healthcare-driven research to help people live longer and healthier lives. Our investment added over 4 million square feet of newly constructed real estate to our portfolio, including 14 LEED-certified buildings, at an excellent risk-adjusted return. The properties are well occupied, with the lion’s share of revenues coming from universities and other research institutions with excellent credit profiles. About 5 percent of our net operating income, all private pay, now emanates from our life science and innovation centers. We expect to see increasing demand from our existing tenant base and from many other universities that are seeking efficient capital from an experienced and long-term partner. These life science properties—with high occupancy levels and distinguished tenants—should deliver superior shareholder returns through reliable and growing cash flows. INVESTED $1.5B IN LIFE SCIENCE AND INNOVATION CENTERS 100% PRIVATE PAY REVENUE 97% SPACE LEASED 73% OF REVENUE FROM EXCELLENT CREDIT TENANTS 10-YEAR WEIGHTED-AVERAGE LEASE TERM 6 Our Properties 2016 Annual Report Our highly productive portfolio of advantaged seniors housing assets are in desirable North American markets with leading operators. Our outstanding private pay seniors housing portfolio accounts for over half of our business. As a leader in seniors housing in the U.S. and Canada, our strategy is to focus on well-chosen markets with high-quality properties, working with top-notch operators who have stellar reputations for providing excellent care. About 70 percent of our seniors housing operating portfolio NOI comes from properties located in high barrier- to-entry coastal markets with best-in-class operators. Increasing demand from a rapidly aging population is spurring growth of seniors housing. Families are beginning to recognize the strong value proposition that seniors housing offers: community living that enables residents to thrive and age gracefully in place. SENIORS HOUSING IS DRIVEN BY AN AGING POPULATION THAT HAS IMMENSE WEALTH AND SPENDING POWER 40% OF 85+ COHORT NEED HELP WITH 3+ ACTIVITIES OF DAILY LIVING1 $12T OF WEALTH TRANSFER TO BABY BOOMERS OVER NEXT 30-40 YEARS1 >$640K AVERAGE 75+ NET WORTH 2 Our MOB portfolio generates stable and reliable cash fl ows, benefi ting from our long-standing relationships with a multitude of leading healthcare providers across the country. With more than 20 million square feet, our outpatient and medical offi ce building business is a national portfolio that stretches across 32 states and Washington, D.C. As a market leader for more than two decades, we have an in-depth understanding of healthcare, physicians, real estate and fi nance. Our MOB assets are prospering from the increasing number of people using healthcare services. Sutter Castro Valley Care Center Medical Offi ce Building The Sutter Castro Valley Care Center—100 percent leased to Sutter Health entities—offers a wide range of physician services, including an urgent care center that brings together patient-centered care, state-of-the-art technology and sophisticated design. Built in 2012 through a joint venture with Pacifi c Medical Buildings, this 76,000-square-foot building is LEED Silver certifi ed. OUR STELLAR MOB PORTFOLIO 96% AFFILIATED OR ON CAMPUS 92% TOTAL OCCUPANCY 85% OF AFFILIATIONS ARE INVESTMENT-GRADE HEALTH SYSTEMS AND HCA 20M SQUARE FEET (1) Source: Bank of America Merrill Lynch, Thematic Investing (May 2016). (2) Source: Federal Reserve Survey of Consumer Finances. Focused on Sustainability: Good for the Planet, Good for Our Investors Atria at Foster Square Seniors Housing Foster Square, our newest ground- up seniors housing development in the desirable San Francisco Bay Area, boasts the latest in high-end amenities such as a bar, fi tness center and theater. 31 PROPERTIES BUILT TO LEED STANDARDS 69 ENERGY STAR® CERTIFIED PROPERTIES “WE LEVERAGE OUR PEOPLE AND PLATFORMS TO IMPLEMENT SUSTAINABLE BEST PRACTICES ACROSS OUR HIGH-QUALITY PORTFOLIO. TOGETHER WITH OUR OPERATING PARTNERS, WE ARE MAKING MEASURABLE PROGRESS IN REDUCING OUR CARBON FOOTPRINT AND PROVIDING A HEALTHY ENVIRONMENT FOR THE EMPLOYEES, RESIDENTS AND PATIENTS IN OUR BUILDINGS.” Kelly Meissner, Director of Sustainability ~$480M ACTIVE LEED DEVELOPMENT AND REDEVELOPMENT PROJECTS ON TRACK TO MEET OUR ENVIRONMENTAL IMPACT REDUCTION TARGETS (2013-2023) ENERGY AND GREENHOUSE GAS EMISSIONS -10% WATER -5% WASTE -4% 2016 Annual Report Our Platforms 9 Enduring Relationships Our Platforms O ur leading platforms are the strong, long-standing and strategic relationships we share with the industry’s top care providers, researchers and developers. We align with successful operators who are the best at what they do. Then we fund their capital needs as they seek growth and expansion. Our strategy is to find, establish and build out these advantaged platforms. We bring our expert understanding of our partners’ goals, our ability to craft innovative and customized capital solutions for their opportunities, and our commitment to their strength and stability. In 2016, we grew our powerful and scalable acute care hospital platform—Ardent Health Services—with our commitment of $700 million to enable Ardent to finance its acquisition of LHP Hospital Group, Inc. The acquisition, completed in early 2017, is a clear demonstration of our strategy to fuel our partners’ growth and create attractive risk-adjusted returns for our shareholders. Our capital solution of a loan provided an attractive return; at the same time we brought expertise, relationships and speed to help Ardent win the LHP acquisition. The deal is a great fit for Ardent because of LHP’s high-quality real estate, strong margins and market share, and valuable not-for-profit healthcare relationships. Ardent is now a $3 billion revenue business with a diversified base of operations in six states. We also see tremendous opportunities to deploy capital through our exclusive arrangement with our partner Wexford Science & Technology, LLC, the leader in university-based life science real estate solutions. This year, we are opening two Atria Walnut Creek Seniors Housing new assets encompassing 400,000 square feet with significant in-place tenancy affiliated with Duke University and Wake Forest University. And we recently closed on an acquisition of a stunning historic renovation, 100 percent leased by Brown University and the Nursing Education Center. The building houses state-of-the- art facilities for academic, medical and research uses, and will serve as a catalyst for redevelopment of the entire area. With our ownership of ten sites for future development, and increasing demand from existing university clients and other established research and development universities, we are excited about the future growth of this platform and working with our tenants. Collaborating with operators is an important part of our corporate culture. We strive to advance their interests and support their strategic goals as well as our own. In 2016, we modified our agreement with well-known seniors housing operator Sunrise Senior Living, LLC to provide it with long-term stability and confidence in our management contract and improved financial terms for our shareholders. Most important, these changes enabled Sunrise and its on-site teams to focus on doing what they do best—caring for seniors— and aligned the two companies toward profitable growth. While endeavoring to be a good partner and simultaneously protecting and benefiting our shareholders, we collaborated with our longest-standing operator, Kindred Healthcare, Inc., on its strategic exit from the skilled nursing business. With the expected completion of this transaction in 2017, our portfolio mix will be further enhanced by reducing the NOI from skilled nursing facilities to just 1 percent of our total NOI, completing a process that began in 2015 with the value-creating, innovative spin-off of Capital Care Properties, Inc. Our platforms are about positive collaborations with leading operators to invest in their growth, help with dispositions and arrange other transactions that enhance the productivity of our assets. And we succeed together. Our Platforms 11 INVESTING IN DEVELOPMENT AND REDEVELOPMENT PROJECTS WILL HELP DRIVE OUR FUTURE GROWTH. OUR PRUDENT CAPITAL ALLOCATION IS AT THE HEART OF OUR SUCCESS. WE LOOK TO INVEST IN OUR FUTURE GROWTH AND HIGH-QUALITY ASSET BASE THROUGH SELECTIVE DEVELOPMENT AND REDEVELOPMENT, NOTABLY WITH OUR VIBRANT LIFE SCIENCE AND INNOVATION CENTERS AND PREMIER SENIOR LIVING COMMUNITIES AND MEDICAL OFFICE BUILDINGS. Property Name Description IN 2016, WE SPENT $150M ON DEVELOPMENT AND REDEVELOPMENT PROJECTS AND OUR PROJECT PIPELINE FOR THE NEXT SEVERAL YEARS EXCEEDS $500M. Wake Forest Biotech Place Wake Forest University Life Science and Innovation Center Enduring Teamwork Our People O ur most distinguishing characteristic—and our winning competitive edge—is our people. The Ventas culture is consistent, collaborative, cohesive, creative and committed to shareholders. Our talented, long-tenured and highly skilled team sets us apart. And because we are always focused on a unified goal, we know how to get things done. Our interdisciplinary approach towards transactions, asset management, finance, capital markets, sustainability and overall governance feeds our culture of innovation and imbues it with trust. We extend our special culture and commitment to improving the world around us through charitable giving and sustainable, ethical business practices. We recently enhanced the resources we devote to sustainability and our employees undergo rigorous training programs on ethics and compliance in keeping with our commitment to best practices for environmental, social responsibility and governance criteria. The Ventas Charitable Foundation supports organizations that are important to our employees, customers and communities. One of our most significant partnerships is with the Greater Chicago Food Depository. As the strategic partner of its program to end senior hunger, our commitment supports food delivery to 6,500 seniors each month so they will not go hungry or be forced to choose between medicines and nutrition. Last year our foundation provided grants to more than 100 local and national organizations, including many where our employees are actively involved as volunteers. 2016 Annual Report Our People 13 Our interdisciplinary teams work collaboratively and focus on value creation. “EXPERTLY NEGOTIATING A DEAL IS ONE THING, BUT OUR SWEET SPOT IS WORKING SEAMLESSLY WITH OUR COLLEAGUES ACROSS DEPARTMENTS TO ENSURE A GREAT DEAL. THAT’S HOW WE WON THE $1.5B ACQUISITION OF PROPERTIES OPERATED BY WEXFORD—THE PREMIER DEVELOPER OF UNIVERSITY- BASED LIFE SCIENCE AND INNOVATION CENTERS. OUR EXPERIENCE, SPEED AND FINANCIAL STRENGTH ENABLE US TO DO COMPLEX DEALS THAT DRIVE GROWTH AND SHAREHOLDER VALUE.” John D. Cobb Executive Vice President, Chief Investment Officer “OUR TEAM DESIGNED A FINANCING PLAN THAT MADE THE LIFE SCIENCE DEAL EVEN MORE VALUABLE. WE RAISED OVER $1 BILLION IN THE CAPITAL MARKETS ON HIGHLY ATTRACTIVE TERMS AND OUR EXECUTION WAS IMPECCABLE. IN FACT, WE ISSUED THE BEST 10-YEAR BOND IN OUR HISTORY.” Robert F. Probst Executive Vice President, Chief Financial Officer 14 Our People 2016 Annual Report GROWTH AND INCOME ON A STRONG BALANCE SHEET, YEAR AFTER YEAR 8% DIVIDEND PER SHARE GROWTH SINCE 2001 11% NORMALIZED FFO PER SHARE GROWTH SINCE 2001 25% TOTAL SHAREHOLDER RETURN SINCE 2000 Enduring Competitive Advantage Our strong, diverse and independent Board of Directors is part of our competitive advantage. Our shareholders benefit greatly from this talented group who work diligently on their behalf. In 2016, we refreshed and diversified our Board with the election of two highly qualified new directors, Roxanne M. Martino and Walter C. Rakowich. Consistent with best practices in governance, we improved our average director tenure during 2016 and strengthened our capabilities. The Board constantly challenges us to perform, to manage risk and to sustain excellence for our shareholders. We are grateful for their knowledge, guidance and support. Enduring Excellence As we look ahead to 2017, we are proud to be the leading capital provider at the exciting intersection of healthcare and real estate. Our carefully curated portfolio and asset mix are balanced and diversified, our operators are the best in their respective sectors, and our people lead the industry. We remain confident from our long track record of consistent success and performance through cycles, humble in the face of the changing times, yet fully energized by the incredible opportunities we see in this $1 trillion fragmented market. Thank you for your continuing support; we are truly grateful for the trust and capital you place with us. The unique Ventas Advantage of superior properties, platforms and people will enable us to sustain excellence and outstanding performance for you in the years ahead. Debra A. Cafaro Chairman and Chief Executive Officer March 22, 2017 Modern Healthcare names Ventas’s CEO ONE OF HEALTHCARE’S 100 MOST INFLUENTIAL PEOPLE FOR THE THIRD TIME Harvard Business Review names Ventas’s CEO ONE OF THE TOP 50 BEST- PERFORMING CEOs IN THE WORLD FOR THE THIRD CONSECUTIVE YEAR Forbes names Ventas’s CEO ONE OF THE WORLD’S 100 MOST POWERFUL WOMEN IN 2016 Supplemental Data Funds From Operations (FFO) and Normalized FFO Per diluted share (1) Net Debt to Adjusted Pro Forma EBITDA Total Portfolio Same-Store Constant Currency Cash NOI For the Year Ended December 31, (In thousands, except per share amounts) Income from continuing operations Discontinued operations Gain on real estate dispositions Net income Net income attributable to noncontrolling interest Net income attributable to common stockholders Adjustments: Real estate depreciation and amortization Real estate depreciation related to noncontrolling interest Real estate depreciation related to unconsolidated entities Loss on re-measurement of equity interest upon acquisition, net Gain on real estate dispositions (Gain) loss on real estate dispositions related to unconsolidated entities Discontinued operations: Loss (gain) on real estate dispositions Real estate depreciation and amortization Adjustments: Change in fair value of financial instruments Non-cash income tax benefit Loss on extinguishment of debt, net Gain on non-real estate dispositions related to unconsolidated entities Merger-related expenses, deal costs and re-audit costs Amortization of other intangibles NORMALIZED FFO attributable to common stockholders COMPARABLE NORMALIZED FFO attributable to common stockholders Weighted average diluted shares (1) Per share amounts may not add due to rounding. 2016 2015 2016 2015 For the Year Ended December 31, 2016 2015 (Dollars in thousands) (In thousands) $ 554,209 $ 389,539 $ (922) 98,203 651,490 2,259 649,231 891,985 (7,785) 5,754 — (98,203) (439) 1 — 11,103 18,580 419,222 1,379 417,843 887,126 (7,906) 7,353 176 (18,580) 19 (231) 79,608 62 (34,227) 2,779 (557) 28,290 1,752 460 (42,384) 15,797 — 152,344 2,058 1.59 0.00 0.28 1.87 0.01 1.86 2.56 (0.02) 0.02 — (0.28) 0.00 0.00 — 4.13 0.00 (0.10) 0.01 0.00 0.08 0.01 $ 1.17 0.03 0.06 1.26 0.00 1.25 2.66 (0.02) 0.02 0.00 (0.06) 0.00 0.00 0.24 4.09 0.00 (0.13) 0.05 — 0.46 0.01 Net income attributable to common stockholders 207,637 Income from continuing operations Discontinued operations Gain on real estate dispositions Net income Net income attributable to noncontrolling interest Pro forma adjustments for current period investments, capital transactions and dispositions Pro forma net income attributable to common stockholders for the three months ended December 31, 2016 Add back: Interest Depreciation and amortization Stock-based compensation Gain on real estate dispositions Loss on extinguishment of debt, net Income from unconsolidated entities, net of Ventas share of EBITDA from unconsolidated entities Net income attributable to noncontrolling interest, $ 142,575 Income from continuing operations $ 554,209 $ 389,539 (167) 66,424 208,832 1,195 Adjustments: Interest and other income Interest Depreciation and amortization General, administrative and professional fees Loss on extinguishment of debt, net (876) 419,740 898,924 126,875 2,779 (1,052) 367,114 894,057 128,035 14,411 Merger-related expenses and deal costs 24,635 102,944 9,623 Other 9,988 17,957 (Income) loss from unconsolidated entities (4,358) 1,420 Income tax benefit (31,343) (39,284) 217,260 107,370 217,282 5,073 (66,424) 1 4,309 Reported Segment NOI Adjustments: Modification fee NOI not included in same-store Straight-lining of rental income Non-cash rental income Non-segment NOI NOI impact from change in FX 2,000,573 1,875,141 3,500 5,200 (359,987) (281,808) (27,988) (18,383) (101,214) — (33,708) (15,456) (89,176) (3,631) (504,072) (418,579) net of consolidated joint venture partners’ share of EBITDA (3,390) Income tax benefit Change in fair value of financial instruments Unrealized foreign currency gains Other taxes Merger-related expenses, deal costs and re-audit costs (2,837) 152 (509) 921 (600) Same-Store Cash NOI (USD) 1,496,501 1,456,562 Percentage increase (USD) 2.7% Adjusted Pro Forma EBITDA 478,608 Less: Modification fee (3,500) (5,200) Adjusted Pro Forma EBITDA annualized $ 1,914,432 Adjusted Same-Store Cash NOI $ 1,493,001 $ 1,451,362 Adjusted percentage increase 2.9% FFO attributable to common stockholders 1,440,544 1,365,408 Normalized FFO from CCP Spin-off — (173,400) — (0.52) $ 1,438,643 $ 1,493,683 $ 4.13 $ 4.47 As of December 31, 2016: $ 1,438,643 $ 1,320,283 $ 4.13 $ 3.95 Debt Cash Restricted cash pertaining to debt Consolidated joint venture partners’ share of debt $ 11,127,326 (286,707) (22,324) (80,863) 348,390 334,007 Ventas share of debt from unconsolidated entities 122,037 Net debt $ 10,859,469 Net debt to Adjusted Pro Forma EBITDA 5.7x FFO, normalized FFO, net debt to adjusted pro forma EBITDA and same-store cash NOI presented herein may not be identical to those presented by other real estate companies due to the fact that not all real estate companies use the same definitions. FFO, normalized FFO, net debt to adjusted pro forma EBITDA and same-store cash NOI 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 they necessarily indicative of sufficient cash flow to fund all of our needs. We believe that in order to facilitate a clear understanding of our consolidated historical operating results, FFO, normalized FFO, net debt to adjusted pro forma EBITDA and same-store cash NOI should be examined in conjunction with net income and income from continuing operations as presented in our Consolidated Financial Statements. Please refer to our Annual Report on Form 10-K for the year ended December 31, 2016 for information about how we define these financial measures and why we believe these financial measures are useful to investors. Investor Information Corporate Offices Annual Meeting 353 North Clark Street Suite 3300 Chicago, IL 60654 312.660.3800 10350 Ormsby Park Place Suite 300 Louisville, KY 40223 502.357.9000 2050 Main Street Suite 260 Irvine, CA 92614 949.718.4400 The Annual Meeting of Stockholders will convene May 18, 2017, at 8:00 a.m. local (Central) time at 353 North Clark Street, James C. Tyree Auditorium, Chicago, IL 60654. Stock Information Ventas, Inc. is traded on the NYSE under the ticker symbol “VTR.” As of March 22, 2017, Ventas had 354.9 million shares outstanding. Transfer Agent and Registrar Wells Fargo Shareowner Services P.O. Box 64874 St. Paul, MN 55164-0854 800.468.9716 shareowneronline.com Information Copies of our 2016 Form 10-K and other filings with the Securities and Exchange Commission may be obtained without charge by contacting our Chicago corporate office or through our website at ventasreit.com. Independent Auditors Member KPMG LLP National Association of Real Estate Investment Trusts Directors and Executive Offi cers Directors Debra A. Cafaro Chairman and Chief Executive Offi cer Ventas, Inc. James D. Shelton Presiding Director of Ventas, Inc. Former Chairman Omnicare, Inc. Melody C. Barnes Co-Founder and Principal MB Squared Solutions LLC Jay M. Gellert Former President and Chief Executive Offi cer Health Net, Inc. Richard I. Gilchrist Senior Advisor The Irvine Company Matthew J. Lustig Managing Partner of North American Investment Banking and Head of Real Estate, Gaming and Lodging Lazard Freres & Co., LLC Roxanne M. Martino Managing Partner OceanM19 Douglas M. Pasquale Chief Executive Offi cer Capstone Enterprises Corporation Walter C. Rakowich Former Chief Executive Offi cer Prologis, Inc. Robert D. Reed Former Senior Vice President and Chief Financial Offi cer Sutter Health Glenn J. Rufrano Chief Executive Offi cer VEREIT, Inc. Committees of the Board Audit and Compliance Committee Reed (Chair), Rakowich, Rufrano Executive Committee Shelton (Chair), Cafaro, Gellert, Lustig, Reed Executive Compensation Committee Gellert (Chair), Gilchrist, Martino, Shelton Investment Committee Gilchrist (Chair), Cafaro, Gellert, Lustig, Pasquale Nominating and Corporate Governance Committee Shelton (Chair), Barnes, Gilchrist Executive Offi cers Debra A. Cafaro Chairman and Chief Executive Offi cer John D. Cobb Executive Vice President and Chief Investment Offi cer Todd W. Lillibridge Executive Vice President, Medical Property Operations and President and Chief Executive Offi cer, Lillibridge Healthcare Services, Inc. Robert F. Probst Executive Vice President and Chief Financial Offi cer T. Richard Riney Executive Vice President, Chief Administrative Offi cer, General Counsel and Ethics and Compliance Offi cer Ventas, Inc. 353 North Clark Street, Suite 3300 Chicago, Illinois 60654 (NYSE: VTR) VE N TASRE IT.CO M Ventas, Inc., an S&P 500 company, is a leading real estate investment trust. Its diverse portfolio of approximately 1,300 assets in the United States, Canada and the United Kingdom consists of seniors housing communities, medical offi ce buildings, life science and innovation centers, skilled nursing facilities, specialty hospitals and general acute care hospitals. Through its Lillibridge subsidiary, Ventas provides management, leasing, marketing, facility development and advisory services to highly rated hospitals and health systems throughout the United States. 

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