EXCELLENCE. SUSTAINED.
INVESTOR PRESENTATION JANUARY 2017
FORWARD-LOOKING STATEMENTS This presentation contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, among others, statements of expectations, beliefs, future plans and strategies, anticipated results from operations and developments and other matters that are not historical facts. The forward-looking statements are based on management’s beliefs as well as on a number of assumptions concerning future events. Readers of these materials are cautioned not to put undue reliance on these forward-looking statements, which are not a guarantee of performance and are subject to a number of uncertainties and other factors that could cause actual events or results to differ materially from those expressed or implied by the forward-looking statements. The most important factors that could prevent the Company from achieving its stated goals include, but are not limited to: (a) the ability and willingness of the Company’s tenants, operators, borrowers, managers and other third parties to satisfy their obligations under their respective contractual arrangements with the Company, including, in some cases, their obligations to indemnify, defend and hold the Company harmless from and against various claims, litigation and liabilities; (b) the ability of the Company’s 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; (c) the Company’s success in implementing its business strategy and the Company's ability to identify, underwrite, finance, consummate and integrate diversifying acquisitions and investments, including investments in different asset types and outside the United States; (d) macroeconomic conditions such as a disruption of or a 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; (e) the nature and extent of future competition, including new construction in the markets in which the Company’s seniors housing communities and medical office buildings are located; (f) the extent of future or pending healthcare reform and regulation, including cost containment measures and changes in reimbursement policies, procedures and rates; (g) increases in the Company’s borrowing costs as a result of changes in interest rates and other factors; (h) the ability of the Company’s tenants, operators and managers, as applicable, to comply with laws, rules and regulations in the operation of the Company’s properties, to deliver high-quality services, to attract and retain qualified personnel and to attract residents and patients; (i) the Company’s ability and willingness to maintain its qualification as a REIT in light of economic, market, legal, tax and other considerations; (j) the ability and willingness of the Company’s tenants to renew their leases with the Company upon expiration of the leases, the Company’s ability to reposition its properties on the same or better terms in the event of nonrenewal or in the event the Company exercises its right to replace an existing tenant or manager, and obligations, including indemnification obligations, the Company may incur in connection with the replacement of an existing tenant or manager; (k) consolidation activity in the seniors housing and healthcare industries resulting in a change of control of, or a competitor’s investment in, one or more of the Company’s tenants, operators, borrowers or managers or significant changes in the senior management of the Company’s tenants, operators, borrowers or managers; and (l) the other factors set forth in the Company‘s periodic filings with the Securities and Exchange Commission.
1
TABLE OF CONTENTS Ventas & Market Introduction (4-22) Operational Excellence in Seniors Housing (23-29) The Hospital Growth Opportunity (30-35) Our Medical Office Building Platform (36-38) Our Life Science Platform (39-43) Post-Acute Portfolio (44-46) Closing (47) Appendix Definitions and SEC Reg. G Compliance (51-59)
2
VENTAS & MARKET INTRODUCTION EXCELLENCE. SUSTAINED.
VENTAS INVESTMENT THESIS EXCELLENCE. SUSTAINED. We are the premier provider of capital to leading senior living and healthcare operators and research institutions Ventas is positioned at the intersection of two large and dynamic markets: healthcare and real estate • Each represents nearly 20% of U.S. GDP • Demand tailwind of large growing senior population + longevity megatrend • $1T, fragmented real estate market ripe for investment Excellence Demonstrated: track record of consistent growth and income through cycles for almost two decades We will sustain excellence with superior People, Properties and Platforms • Diversified business model and financial strength • High-quality portfolio partnered with leading operators across asset classes • Extraordinary external growth opportunities • Attractive dividend yield with room to grow • Outstanding cohesive team
4
LONG-TERM SUSTAINABLE GROWTH AND INCOME WITH FINANCIAL STRENGTH Annual FFO / Sh Growth since 20011
2016(E) Norm. FFO / Sh Growth2
Annual Cash Dividend / Sh Growth since 20011
11%
4%-5%
8%
TSR CAGR since 12/31/19993
Credit Rating
Completed Spin-Off of SNFs in 2015
25%
BBB+
>$4B Enterprise Value
Leading S&P 500 Company3
2016(E) Net Debt / EBITDA2
Diversified Portfolio4
$34B
5.7x-5.8x
7x investment growth ~5 years • Significant multiple expansion since investment creates value
• 92% occupancy • Stable, growing cash flows
Senior Living
Life Science
• ~$3B initial investment w/ consistent cash flow growth outperformance • High-quality real estate in top coastal MSAs with high wealth, home values and barriers to entry
• University-based, new life science and innovation centers with long leases and strong credit • Adjacent business line that diversifies cash flows and is a new channel for growth
• Top 10 national senior care provider • Nearly doubled investment in ~5 years to fuel Atria growth • Trophy development projects underway
• Exclusive capital partner to leading developer • Funding significant projects with life science and innovation centers associated with top research institutions
• Attractive yield, superior risk adjusted return • $2B pro forma investment
Acute Care
• Superior risk-adjusted return • High-quality facilities with significant market share
• Scalable platform, creating $3B revenue provider in 6 key markets • Key not-for-profit relationships
9
CONSISTENT OUTSTANDING EXECUTION IN 20161 4%-5% Normalized FFO /
>$600M Strategic Dispositions and
6% Dividend / Share Increase2
$4M Annual Benefit from Positive
5.7x-5.8x Year-End Net Debt /
7% Premium Value SNF Disposition to
$1.5B Life Science and Innovation
$3B Revenues Pro Forma Leading
Share Growth (Expected)
Adjusted EBITDA
Center Acquisition with Leading Research Universities and Wexford Platform Growth
1. As announced in the Company’s 01/10/2017 press release. 2. Represents the quarterly dividend rate increase announced for Q4 2016.
Loan Repayments
Sunrise Agreement
Facilitate Kindred SNF Exit + 8 Year LTAC Lease Extension
Acute Care Platform in 6 Key Markets with #2 For-Profit Private Hospital Company
10
DIVERSE AND HIGH-QUALITY VTR PORTFOLIO Q4 2017(E)1 Life Science International Hospitals Loans U.S. Acute Care Hospitals
Skilled Nursing Life Science
Specialty Hospitals
1% 6%
Seniors Housing Operating
7%
5%
30%
$2B NOI
1% 6%
Skilled Nursing >$4B Spin-Off of Majority of Skilled Nursing Portfolio Kindred SNF Exit
19%
Medical Office
Entry into Attractive Institutional-Quality Life Science and Innovation Centers Associated with Leading Research Universities with $1.5B Life Science Acquisition Growth Including Near-Term Ground-Up Developments
24%
U.S. Acute Care Hospitals Seniors Housing NNN
$1.3B Acquisition of Ardent’s Hospital Real Estate Network Commitment to Fund Ardent’s Acquisition of LHP, Making it a $3B Revenues Provider
1. Data per Q3 2016 press release, supplemental and earnings conference call dated 10/28/2016. Pro forma for the expected $700M sale of 36 Kindred SNFs to Kindred on or prior to October 31, 2018 as announced on 11/14/2016; however there can be no assurance that the sale of the SNFs will occur or the terms or timing of such sale. Pro forma for the $700M loan to Ardent for its acquisition of LHP Hospital Group as announced on 10/05/2016 and expected to close in Q1 2017, pending customary regulatory reviews and approvals. Pro forma for additional anticipated acquisition activity totaling ~$1B, including the aforementioned $700M loan to Ardent, and disposition activity totaling ~$900M, including the aforementioned $700M Kindred SNF sale, as announced in the Company’s preliminary 2017 outlook on 01/10/2017.
11
ATTRACTIVE AND DYNAMIC OPPORTUNITIES VTR AT THE INTERSECTION OF HEALTHCARE AND REAL ESTATE • Healthcare 20% by 20241
>$17T U.S. GDP
Large and growing aging population increases demand for healthcare and senior living products
• Senior population has immense spending power and wealth • Healthcare spending projected to grow 5.8% annually (2014–2024)1
VTR
~20% Real Estate2
• Senior housing and healthcare real estate market is large, fragmented and ripe for consolidation ($1T real estate market) • Healthcare real estate under-owned by REITs – $640K
5x
Faster Growth in 75+ Population1
Average 75+ Net Worth3
More Healthcare Spending from Seniors5
10,000
73%
2.5x
Boomers Turning Medicare Eligible Daily2
Of U.S. Healthcare Spending from 50+ Population4
More Physician Office Visits from Seniors6
34M
$12T
40%
Of Wealth Transfer to Boomers over Next 30-40 Years4
Of 85+ Cohort Need Help with 3+ Activities of Daily Living4
75+ By 2030 (+14M)1
1. 2. 3. 4. 5. 6.
Source: US Census Bureau, Population Division. Source: Pew Research Center. Federal Reserve Survey of Consumer Finances. Bank of America Merrill Lynch, Thematic Investing (May 2016). ISI Real Estate Research; Bureau of Labor Statistics. Marcus and Millichap, CMS.
13
LIFE SCIENCE INDUSTRY EXPERIENCING CONTINUED GROWTH Current Life Science Tenants 2014 R&D ($M) Drexel, Old Dominion, IIT $88
Duke $868
Universities & Research institutions have increased R&D spending
Wake Forest $172 Penn State $250 Miami $254 Maryland $382
U. of Penn $656
University Life Sciences Research Spending
Current tenants account for 10% of university life science R&D spend (~$4B)
$6B
+4.0%
$21B
+3.7%
$9B
$12B
+3.2%
2005
2014
$4B $15B
Biological sciences
Biotech M&A Market ($ billions) Pharma/Biotech M&A has grown at a +27% CAGR since 2012
+3.6%
$28B
Wash. U. $586
Yale $640
CAGR
$38B
Medical sciences
Other
Chronically Ill Individuals in U.S. (millions)
Global Healthcare M&A Volume (deals below $10 billion)
$259bn
In 2015, 48% of U.S. population has at least 1 chronic illness and 24% have at least 2
$210bn $150bn
$78bn 2012
$173bn
$100bn 2013 Pharma/Biotech
$131bn
2014 Services
$158bn
2015 Medtech
118
125
133
141
149
157
164
171
1995 2000 2005 2010 2015 2020 2025 2030
Source: Projection of Chronic Illness Prevalence and Cost Inflation (Wu, Shin-Yi et al. 2000); National Science Foundation; CDA CDER Note: Latest data as of 2014; federal scientific research funding represents total funds that are committed by federal agencies to support science-related research at higher education institutions across the U.S.
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THE VENTAS ADVANTAGE ENSURING EXCELLENCE. SUSTAINED.
PEOPLE
ADVANTAGED REAL ESTATE ASSETS IN ATTRACTIVE MARKETS
OUR PEOPLE OUR PROCESSES OUR CULTURE
ADVANTAGE PROPERTIES
PLATFORMS
LEADING OPERATORS ACROSS THE SITES OF CARE
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2016 EXPECTATIONS & PRELIMINARY 2017 OUTLOOK1 2016 Expectations • Approximating the high end of previously announced norm. FFO / share guidance range
Highlights
• Continued same-store NOI growth
• Same-store cash NOI growth in-line
• Strategic recycling of capital and disposition of nearly all of skilled nursing portfolio at ~$600M gain
• Continued portfolio enhancement and accelerated capital recycling
• Invest in future growth through new Wexford ground up developments
• Further strengthening healthy balance sheet and financial position
• Drive an even stronger financial profile and liquidity
• Benefit of profits from various transactions and fees
• Recurrence of profit benefits not expected from transactions and fees
Normalized FFO / Share
Approximating the high end of prior guidance of $4.10-$4.13
$4.12-$4.18
Same-Store Growth (Cash)
Total Company: Within prior 2.5%-3% guidance Segments: Within previously disclosed ranges
Total Company: 1.5%-2.5% Segments: Each expected to contribute positively
~2%
Typically ~100bps lower than cash driven by straight-line rent
New Investments (GAAP Yield)
$1.6B (7%-8%)
~$1B (7%-8%)
Asset Sales & Loan Repayments (GAAP Yield)
>$600M (~8%)
~$900M (7%-8%)
~$150M
~$300M
Net Debt / EBITDA
5.7x-5.8x
Consistent with year-end 2016
Debt Refinancing & Retirement
>$900M
$1B with extended tenors
348M
358M
Total Company SameStore Growth (GAAP)
Key Financial Metrics + Assumptions
Preliminary 2017 Outlook
(Re)development Funding2
Weighted Average Diluted Shares 1. As announced in the Company’s 01/10/2017 press release. 2. Represents expected VTR cash funding excluding third party debt.
16
KEY 2017 OUTLOOK DRIVERS1 $4.12 to $4.18 2017 Normalized FFO Per Share Outlook 1.5% to 2.5% Same-Store Cash NOI Growth2
Carryover Impact of 2016 Acquisitions $1B 2017 Acquisitions at a 7%-8% GAAP Yield Funded Principally with $900M Disposition Proceeds at a 7%-8% GAAP Yield Carryover impact of 2016 dispositions + fees from tenants and borrowers Extended duration on ~$1B of refinanced debt and higher rates
2016 deleveraging impact (higher 2017 share count)
1. As announced in the Company’s press release on 01/10/2017; tentative, preliminary and subject to change. 2. GAAP typically ~100bps lower than cash driven by straight-line rent.
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A $1T DOMESTIC REAL ESTATE MARKET ASSETS SHOULD FLOW TO MOST EFFICIENT OWNERS
Outpatient Facilities/ MOBs Life Science / Biotech Facilities Post-Acute Facilities
5% 10%
• Early stages of securitized public real estate • Dynamic policy environment
39%
15% Private Pay Seniors Housing
31%
• Domestic market is large and growing
Hospitals
• Care delivery increasingly interconnected • Consolidating and fragmented market with significant capital needs
18
SIGNIFICANT RUNWAY FOR GROWTH EARLY INNINGS OF HEALTHCARE REIT OWNERSHIP PERCENTAGE OF REAL ESTATE OWNED BY REITS Successful Model for Separating Real Estate from Operating Business 50%-55% 40%-50%
20%-25% 12%-15%
Healthcare
Multifamily Housing (Top 50)1
Malls
Hotels (Top 25)2
1. Based on number of units owned by top 50 multifamily housing owners. 2. Based on number of units owned by top 25 hotel owners. 19
HEALTHCARE DELIVERY IS CONVERGING REQUIRING SOLUTIONS ACROSS SITES OF CARE AND GEOGRAPHIES
CommunityBased Care
Hospitals
PostAcute Care
Seniors Housing Life Science
Leading operators consolidating + Care delivery increasingly interconnected + Dynamic policy environment = Need for broad and deep CAPITAL AND REAL ESTATE SOLUTIONS
20
CONSOLIDATION IS ON THE HORIZON WINNING OPERATORS WILL EMERGE
MARKET SHARE OF TOP 10 OPERATORS
Highly fragmented markets Benefits of scale and integration
Dynamic policy environment
90%
90%
80%
Other Operators
Accelerating consolidation Winners will emerge
10% Hospitals1
10% Post-Acute Care2
20%
Top 10 Operators
Consolidators will need capital partners
Seniors Housing
Source: MedPAC, Provider, LTPAC Health IT, ASHA, NIC, Becker's Hospital Review, AHA, Company estimates. 1. Includes all community hospitals (nonfederal, short-term general and special hospitals). 2. Includes SNF and HH operators. 21
FUTURE GROWTH PROSPECTS ARE BRIGHT
DRIVE OPERATIONAL EXCELLENCE WITH LEADING OPERATORS
BUILD ON ADVANTAGED PLATFORMS WITHIN ASSET CLASSES
CAPITALIZE ON HEALTHCARE CONVERGENCE
EXPLORE NEW MARKETS
MOBs and SHOP
E.g., Hospitals, Life Science and Redevelopment
Real estate solutions across sites of care
New asset classes and geographies
Opportunity to Change the Way Leading Healthcare Providers Think about Capital Sources
22
OPERATIONAL EXCELLENCE IN SENIORS HOUSING EXCELLENCE. EXEMPLIFIED.
VENTAS SENIORS HOUSING PORTFOLIO1
Seniors Housing Operating
Specialty Hospitals International Hospitals Loans U.S. Acute Care Hospitals Skilled Nursing
1% 6% 5% 1%
Life Science
6%
7% 30%
$2B NOI
• ~50% SHOP / 50% NNN seniors housing portfolio • Tremendous industry tailwinds −Growth in the seniors population −Benefits of communal living
19%
Medical Office
• Outstanding SHOP assets in advantaged markets + high-quality NNN leases
24%
Seniors Housing NNN
• 1.5%-3% 2016(E) same-store NOI growth
1. Data per Q3 2016 press release, supplemental and earnings conference call dated 10/28/2016. Pro forma for the expected $700M sale of 36 Kindred SNFs to Kindred on or prior to October 31, 2018 as announced on 11/14/2016; however there can be no assurance that the sale of the SNFs will occur or the terms or timing of such sale. Pro forma for the $700M loan to Ardent for its acquisition of LHP Hospital Group as announced on 10/05/2016 and expected to close in Q1 2017, pending customary regulatory reviews and approvals. Pro forma for additional anticipated acquisition activity totaling ~$1B, including the aforementioned $700M loan to Ardent, and disposition activity totaling ~$900M, including the aforementioned $700M Kindred SNF sale, as announced in the Company’s preliminary 2017 outlook on 01/10/2017. 24
ATTRACTIVE SHOP ASSETS VTR SHOP PORTFOLIO HAS HIGH-QUALITY ASSETS IN ATTRACTIVE LOCATIONS
Median household income
Median home value
75+ population growth
Building age
Ventas SHOP1,2
Industry benchmarks
$77,176
$55,5512
$416,026
$192,4322
11.8%
11.6%2
16
213
Note: Demographic figures reflect 3-mile radius from each community. 1. SHOP portfolio represents U.S. portfolio; metrics weighted by NOI; from 3Q16 Ventas supplemental. 2. Demographic data provided by Nielsen and reflects 2016 projections, unless otherwise noted; certain Canadian data is unavailable; population growth reflects 2016-2021 Nielsen projections. 3. 3Q16 NIC data; AL/IL supply excluding new construction. 25
SHOP ASSETS IN ATTRACTIVE LOCATIONS
• >65% of SHOP NOI in highbarrier-to-entry coastal markets1
22%
• Median home values 2.2x national average
West Coast NOI1
44%
East Coast NOI1 SHOP
• Median household income 1.4x national average • 3Q16 occupancy 100bps higher than NIC industry average2
Top 30 MSAs
Note: Data as of the second quarter ended 9/30/2016, unless otherwise noted. 1. Percentage of U.S. SHOP NOI in coastal markets as shown on map. 2. 3Q16 NIC Primary and Secondary Market data. 26
VENTAS SHOP STRATEGY WE HAVE A FOCUSED SHOP PARTNERSHIP STRATEGY VTR SHOP1
VTR SHOP STRATEGY
Focused on building scale with winners driving operational excellence
All Others
Offers partner for future growth and redevelopment 32% Sunrise 61% Atria
>90%
Two Focused Operators
Reduces intra-portfolio competition and portfolio overlap Builds deeper strategic relationships
Atria 5-year NOI CAGR nearly 400bps better than industry average
1. NOI diversification; Data as of the third quarter ended 09/30/2016. 27
NATIONAL SCALE DRIVES EFFICIENCY EXAMPLE: ATRIA DRIVES EFFICIENCY THROUGH HR AND COST SAVINGS ROBUST PROCESSES FOCUSED ON ATTRACTING, DEVELOPING AND RETAINING TALENT
Growth Opportunities
Robust Training
Transition Support
Incentives
SAVINGS REALIZED ACROSS CORPORATE AND LOCAL COSTS
22%
Insurance savings through VTR aggregation
13%
Food savings through national culinary program1
11%
Property management savings via national service contracts
9%
Collateral production savings via in-house print shop
Source: Atria internal data, 2010-2014. 1. Food cost savings represent change from 2010 costs relative to CPI index for food (2010-2014). 28
SALES AND MARKETING OPPORTUNITIES EXAMPLE: ATRIA SELLS VALUE PROPOSITION OF SENIORS HOUSING THROUGH MARKETING
Assisted living 40-60% cheaper than recreating benefits at home
Social Life Dining
Emergency Assistance
Exercise / Physical Activity
Housekeeping
Transportation
Independence
High-cost market: New York, NY Re-create benefits at home1: $12,011 Assisted Living rent2: $5,752 Low-cost market: Phoenix, AZ Re-create benefits at home1: $7,388 Assisted Living rent2: $4,098
~1% Penetration Rate Increase = Full U.S. Occupancy 1. APFM national average (05/06/2015) adjusted based on local COLA adjustments from Sperling's Best Places (New York: 1.46, Phoenix: 1.04); includes home health rate inflation (24%) based on Department of Social Services CT daily rate for Medicaid covered client adjustment. 2. 3Q16 NIC Average Rent by market (New York, NY and Phoenix, AZ). 29
THE HOSPITAL GROWTH OPPORTUNITY EXCELLENCE. FORWARD.
VENTAS ACUTE CARE HOSPITAL PORTFOLIO1 • Ardent-LHP business model well positioned for post-ACA environment
Specialty Hospitals International Hospitals Loans U.S. Acute Care Hospitals
1% 6%
Seniors Housing Operating
7%
5%
Skilled Nursing Life Science
30%
1% 6%
• ~3x EBITDARM coverage (operator cash flow / rent) • 6 diversified states with strong market share
$2B NOI
• Well-capitalized tenant with ≥1x net debt / EBITDA and ~4x net debt / adjusted EBITDAR
19%
Medical Office
−1/3 Ardent + 1/4 LHP Medicaid expansion states
24%
Seniors Housing NNN
• Ardent: strong performance through Q3 2016 −Good margins; improving with LHP • VTR Ardent-LHP Loan: sale-leaseback potential and strong risk adjusted return
1. Data per Q3 2016 press release, supplemental and earnings conference call dated 10/28/2016. Pro forma for the expected $700M sale of 36 Kindred SNFs to Kindred on or prior to October 31, 2018 as announced on 11/14/2016; however there can be no assurance that the sale of the SNFs will occur or the terms or timing of such sale. Pro forma for the $700M loan to Ardent for its acquisition of LHP Hospital Group as announced on 10/05/2016 and expected to close in Q1 2017, pending customary regulatory reviews and approvals. Pro forma for additional anticipated acquisition activity totaling ~$1B, including the aforementioned $700M loan to Ardent, and disposition activity totaling ~$900M, including the aforementioned $700M Kindred SNF sale, as announced in the Company’s preliminary 2017 outlook on 01/10/2017.
31
DEMOGRAPHIC FUNDAMENTALS SUPPLY CONSTRAINED AND UTILIZATION INCREASING U.S. NUMBER OF HOSPITAL BEDS (000s)
900
DAILY VOLUMES (000s)1
1,043
1,050 872
1,000
950
850 824
985
2010
2015F
929
900 802
800
973
805
796
787
850 800
849 809
750 50 0
0 1995
2000
2005
2010
2015
2020F
1995
2000
2005
2020F
Source: AHA Hospital Statistics. 1. Daily volumes is "US Adjusted Average Daily Census (000s)" – average number of patients receiving care each day during a reported period, adjusted for inpatient vs. outpatient. 32
HOSPITALS ARE EVOLVING
HOSPITALS remain the NERVE CENTER of healthcare delivery
SHORTER LENGTHS OF STAY
HIGHER VOLUMES
HIGHEST ACUITY CARE
33
MARKET CONSOLIDATION RESULTS IN BETTER MARGINS AND CREDIT
HOSPITALS INCREASINGLY CONSOLIDATING
CONSOLIDATED HOSPITALS HAVE STRONGER MARGINS... 8%
50%
40%
Unaffiliated hospitals
50
38% 0
1990
50%
60%
65%
MHS
15
MHS
Non-MHS
6%
Log Revenue ($M)
62%
35%
Total Margin1 (%)
% of Community Hospitals
100
6.3%
4% 4.7%
2%
3.1% 1.9%
2000
2007
2012
... AND HAVE BETTER CREDIT
0%
InvestorOwned Hospitals
Tax-Exempt Hospitals
12 9
6 3 0 CCC+ B-
B
B+ BB- BB BB+ 3B 3B+ Credit Rating2
Ardent-LHP Synergies Will Improve Margins Sources: AHA Chartbook, Journal of Healthcare Finance, "How Prepared are US Hospitals for the Affordable Care Act," Capital IQ. 1. Net income / Total Revenues. 2. n =24 ; all healthcare providers. 34
CAPITAL SOURCE TO PROVIDERS TO HELP THEM GROW, CONSOLIDATE AND SERVE PATIENTS CONSOLIDATION OPPORTUNITIES GREATER THAN EVER / VTR FINANCIAL STRENGTH, KNOWLEDGE AND RELATIONSHIPS CREATE ADVANTAGE Nongovernment, tax-exempt
State and local government
20%
GROWTH OPPORTUNITIES Public companies looking to spin off assets Private capital-backed hospital systems
21%
59%
Investorowned
Grow with tax-exempt hospitals
LHP provides entrée with valuable not-for-profit partnerships ~5,000 HOSPITALS
VTR Will Remain Selective / Focus on High-Quality Investments
35
OUR MEDICAL OFFICE BUILDING PLATFORM EXCELLENCE. ESTABLISHED.
VENTAS MEDICAL OFFICE PORTFOLIO1 • Top platform International Hospitals Loans U.S. Acute Care Hospitals Skilled Nursing Life Science
1% 6% 5% 1% 6%
19%
Medical Office
Specialty Hospitals
• 400+ customers Seniors Housing Operating
7%
• ~92% total occupancy
30%
• 96% affiliated or on campus
$2B NOI
• 85% of affiliations are investmentgrade health systems and HCA2 24%
Seniors Housing NNN
• Core business with reliable cash flow
1. Data per Q3 2016 press release, supplemental and earnings conference call dated 10/28/2016. Pro forma for the expected $700M sale of 36 Kindred SNFs to Kindred on or prior to October 31, 2018 as announced on 11/14/2016; however there can be no assurance that the sale of the SNFs will occur or the terms or timing of such sale. Pro forma for the $700M loan to Ardent for its acquisition of LHP Hospital Group as announced on 10/05/2016 and expected to close in Q1 2017, pending customary regulatory reviews and approvals. Pro forma for additional anticipated acquisition activity totaling ~$1B, including the aforementioned $700M loan to Ardent, and disposition activity totaling ~$900M, including the aforementioned $700M Kindred SNF sale, as announced in the Company’s preliminary 2017 outlook on 01/10/2017. 2. Represents cash NOI from assets with investment-grade systems and HCA.
37
SECULAR TRENDS ATTRACTIVE INCREASING POPULATION, INCREASING VISITS, INCREASING SPEND
INCREASING POPULATION
10,000
2.5x
New seniors eligible for Medicare daily1
Number of visits 65+ cohort makes to physician offices relative to the rest of the population3
34M 75+ individuals by 2030 (+14M)2
1. 2. 3. 4.
GROWING PHYSICIAN VISITS
HIGHER SPENDING Seniors 65+ spend 5x more per person4 $6,000 $5,200
$4,000
$2,000
$0
$1,000 $1B equity market capitalization • Favorable NNN lease structures
19%
Medical Office
−11 universities with avg. Aa2 rating
24%
Seniors Housing NNN
−10 year weighted average lease term
−2% annual rent escalators • Exclusive pipeline agreement for
growth
−Near-term development opportunities 1. Data per Q3 2016 press release, supplemental and earnings conference call dated 10/28/2016. Pro forma for the expected $700M sale of 36 Kindred SNFs to Kindred on or prior to October 31, 2018 as announced on 11/14/2016; however there can be no assurance that the sale of the SNFs will occur or the terms or timing of such sale. Pro forma for the $700M loan to Ardent for its acquisition of LHP Hospital Group as announced on 10/05/2016 and expected to close in Q1 2017, pending customary regulatory reviews and approvals. Pro forma for additional anticipated acquisition activity totaling ~$1B, including the aforementioned $700M loan to Ardent, and disposition activity totaling ~$900M, including the aforementioned $700M Kindred SNF sale, as announced in the Company’s preliminary 2017 outlook on 01/10/2017.
40
HIGH-QUALITY OPERATING PORTFOLIO WITH INSTITUTIONAL-QUALITY TENANTS Class-A Operating Properties
4.1 million square feet of purposebuilt real estate with average age of 6 years
Located on or contiguous to major campuses
Excellent Amenities for Tenants
13 LEED-certified buildings
High-quality Properties
Note: Statistics represent 23 operating properties.
New Relationships with Institutional-quality Tenants
41
ADDITIONAL GROWTH FROM NEAR-TERM DEVELOPMENT PROPERTIES The Chesterfield
W.F. Innovation Quarter – Bailey Power Plant
University
Duke (Durham, NC)
Wake Forest (Winston Salem, NC)
Endowment1
$7.3 billion
$1.2 billion
Life sciences R&D spend2
$868 million
$172 million
Location
On-campus
Adjacent to campus
Square feet
286K
111K
Tenants
Duke University
Wake Forest
Opening
2017
2017 / 2018
Property
1. 2015 endowments; National Association of College and University Business Officers and Commonfund Institute. 2. 2014 data from National Science Foundation
42
ENHANCES VENTAS’S RELATIONSHIPS WITH LEADING UNIVERSITIES, ACADEMIC MEDICAL CENTERS AND RESEARCH COMPANIES Geographic Presence and University Affiliations MSA with Lillibridge presence
Key Highlights for Leading Tenants
Relationships with 11 top research universities that account for 10% of all university life science R&D spending
Average university credit rating of Aa2 (49% of rev.)
Top 10 Tenants by Revenue No.
Credit Rating / market cap
Tenant
Sq. ft. (000s)
1
Wake Forest
661
Aa3
2
Alexion
517
$27B1
3
Yale
283
Aaa
4
Penn Medicine
268
Aa1
5
Univ. of Maryland
145
Aa1
6
Old Dominion
122
A12
7
Inmar
243
B2
8
Therapeutic Proteins
86
NR
9
Paragon
58
NR
10
Eisai, Inc.
169
$16B3
Total
2,552
1. Alexion is not rated; has market capitalization of $27 billion. 2. Only rated by S&P; Moody’s equivalent rating is displayed. 3. Eisai is a Japanese company not rated by Moody’s or S&P; has market capitalization of US $16 billion. 43
POST-ACUTE PORTFOLIO EXCELLENCE. EVOLVED.
PRO FORMA VENTAS POST-ACUTE PORTFOLIO1 Specialty Hospitals
• 1% SNFs post-sale – successful deemphasis of SNF starting with CCP spin off
International Hospitals 7% Loans U.S. Acute 1% Care Hospitals 6% Skilled Nursing
1%
Life Science
5%
6%
Seniors Housing Operating 30%
$2B NOI
• ~5.8x Kindred adjusted net debt / EBITDAR2 −SNF sale deleveraging and accretive
19%
Medical Office
• Strong 2x Q3 specialty hospital EBITDARM coverage (operator cash flow / rent)
24%
Seniors Housing NNN
• Guaranteed leases • Cash flow stability – no rent rollover until 2023
1. Data per Q3 2016 press release, supplemental and earnings conference call dated 10/28/2016. Pro forma for the expected $700M sale of 36 Kindred SNFs to Kindred on or prior to October 31, 2018 as announced on 11/14/2016; however there can be no assurance that the sale of the SNFs will occur or the terms or timing of such sale. Pro forma for the $700M loan to Ardent for its acquisition of LHP Hospital Group as announced on 10/05/2016 and expected to close in Q1 2017, pending customary regulatory reviews and approvals. . 2. Calculated as Kindred’s net debt (long-term debt plus 2016 guided rent expenses multiplied by 6) less cash and cash equivalents, divided by 2016 guided Core EBITDAR. Based on Kindred’s Q3 2016 earnings release and conference call on 11/08/2016.
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KINDRED HEALTHCARE Diverse Business Mix
Impact of LTAC Criteria4
2% 12%
• KND ~$50M end of 2017 LTAC
38%
run-rate EBITDARM impact
85% Rehab2
SNF
23%
•
~0.1x-0.2x5
EBITDARM coverage
88%
KND Mitigated Run-Rate Impact (End of 2017)
impact to VTR
specialty hospital
VTR = 31/82 KND LTACs
~$50M KND Impact
Impact Expected to Improve through 2018 2x
Home Health & Hospice
39%
10%
13% 1 2 Kindred HCRMC3 Kindred Genesis Genesis HCRMC
Pro Forma Revenues for Announced Exit of SNF Business
• “Win-win” sale of 7 LTACs • Successful transition Q3
1.8x-1.9x
EBITDARM
Cash Rent Q3'15 Q2’16 TTM TTM VTR VTR Post-Acute Specialty Hospital EBITDARM Coverage EBITDARM Coverage
Q3'15 TTM VTR Q2’16 Pro Forma Specialty Post-Acute Hospital EBITDARM EBITDARM Coverage Coverage
1. Based on YTD Q3 2016 revenue before eliminations. Pro forma for Kindred’s announced plan to exit its SNF business. 2. Based on YTD Q3 2016 revenue. SNF category corresponds to inpatient services in Genesis 10K and includes AL facilities. Pro forma for the sale of Genesis’s home health and hospice business. 3. Based on 2015 revenue. Rehab revenue reported as 'Other' in ManorCare Annual Report. SNF revenue reported as 'Long-Term Care' in ManorCare Annual report and includes the operations of SNFs, ALFs and Memory Care facilities. 4. Information based on Kindred’s third quarter 2016 earnings conference call on 11/08/2016. 5. Excludes the impact of timing, lease escalations and organic operator EBITDARM growth.
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SUMMARY
Ventas is an S&P 500 diversified provider of capital to leading senior living and healthcare operators and research institutions. Ventas has a long and successful history of outperformance, stability, growth and income with a strong balance sheet.
Massive, fragmented healthcare real estate market with strong demand tailwinds and longevity megatrend provide opportunities for growth. The “Ventas Advantage” of people, platforms and properties will fuel Ventas’s continued success.
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EXCELLENCE. SUSTAINED.
1 Welcome Overviewv9.ppt
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DEFINITIONS AND SEC REG. G COMPLIANCE
DEFINITION OF TERMS NAREIT Funds from Operations (“FFO”) Net income attributable to common stockholders (computed in accordance with GAAP) excluding gains (or losses) from sales of real estate property, including gain (or loss) on re-measurement of equity method investments and impairment write-downs of depreciable real estate, plus real estate depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures will be calculated to reflect FFO on the same basis. The Company believes that income from continuing operations is the most comparable GAAP measure. Normalized FFO We consider normalized FFO to be an appropriate measure of the operating performance of an equity REIT. This measure of operating performance allows investors, analysts and our management to compare operating performance to the operating performance of other real estate companies and between periods on a consistent basis without having to account for differences caused by unanticipated items and other events such as transactions and litigation. Normalized FFO is calculated as NAREIT FFO excluding the following income and expense items (which may be recurring in nature): (i) Deal Costs, (ii) 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 the Company’s debt, (iii) the non-cash effect of income tax benefits or expenses and derivative transactions that have non-cash mark to market impacts on the Company’s income statement, (iv) the financial impact of contingent consideration, severance-related costs and charitable donations to the Ventas Charitable Foundation, (v) gains and losses for non-operational foreign currency hedge agreements and changes in the fair value of financial instruments and (vi) gains and losses on non-real estate dispositions related to unconsolidated entities. Comparable Results Reported results excluding from all current and prior periods the effects of the CCP spin-off as if the Spin-Off had been completed at the beginning of the prior period; provides comparable baseline of results for current period relative to prior period results.
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DEFINITION OF TERMS (CONT’D) Seniors Housing Operating Portfolio (“SHOP”) 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 pursuant to long-term management agreements. Ventas realizes the income and expense, including the management fees paid to its independent operators, of the SHOP portfolio in its financial statements. Triple-Net Leased (“NNN”) Portfolio Under our triple-net leased properties segment, we invest in seniors housing and healthcare properties throughout the United States and the United Kingdom and lease those properties to healthcare operating companies under “triple-net” or “absolute-net” leases that obligate the tenants to pay all property-related expenses, including maintenance, utilities, repairs, taxes, insurance and capital expenditures. The NNN portfolio includes leased seniors housing assets, specialty hospitals, skilled nursing facilities, U.S. acute care hospitals and international hospitals. Office Operations Portfolio In our office operations segment, we primarily acquire, own, develop, lease and manage MOBs and life science and innovation centers throughout the United States. Loan Portfolio In our loan portfolio, we make secured and non-mortgage loans relating to seniors housing and healthcare operators or properties. Annualized Revenue & NOI A period’s reported revenue and Property NOI, extrapolated on a per diem, monthly or quarterly basis to an annualized result. Results may be adjusted for certain one-time or out-of-period items, reflect only Ventas’s share of ownership and are presented in U.S. dollars (“USD”) based on the applicable exchange rates where revenue and expenses are translated from a foreign currency. Property Net Operating Income (“Property NOI”) For owned assets, reported property-level revenues less reported property-level operating expenses. For debt investments, total interest income.
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2016 GUIDANCE & PRELIMINARY 2017 OUTLOOK1,2,3 EPS, FFO & FAD GUIDANCE ATTRIBUTABLE TO COMMON SHAREHOLDERS Tentative / Preliminary & Subject to Change 2016 Guidance Preliminary 2017 Outlook FY2016 - Guidance Low Income from Continuing Operations
High
$525 100 (2)
Gain on Real Estate Dispositions Other Adjustments3 Net Income Attributable to Common Stockholders
$623
Depreciation & Amortization Adjustments
901 (100) 0
Gain on Real Estate Dispositions Other Adjustments3 FFO (NAREIT) Attributable to Common Stockholders
$1,424
Merger-Related Expenses, Deal Costs & Re-Audit Costs
29 (27)
Other Adjustments3 Normalized FFO Attributable to Common Stockholders % Year-Over-Year Comparable Growth
$1,426
Non-Cash Items Included in Normalized FFO Capital Expenditures Normalized FAD Attributable to Common Stockholders
(16) (111) $1,299
Merger-Related Expenses, Deal Costs & Re-Audit Costs FAD Attributable to Common Stockholders Weighted Average Diluted Shares
2016 - Per Share
(29)
Low
$568 90 (2) $656 870 (90) 0 $1,436 31 (31) $1,436
(18) (116) $1,302 (31)
High
$1.51
$1.63
0.29 (0.01)
0.26 (0.01)
$1.79
$1.89
2.59 (0.29) 0.00
2.50 (0.26) 0.00
$4.09
$4.13
0.08 (0.08)
0.09 (0.09)
$4.10 4%
$4.13 5%
FY2017 - Preliminary Outlook Low
High
$613 649 (6) $1,256 871 (649) (13) $1,465 15 (3) $1,477
1 (131) $1,347 (15)
2017 - Per Share Low
$633 679 (8) $1,304 887 (679) (15) $1,497 10 (9) $1,498
High
$1.71
$1.77
1.81 (0.02)
1.89 (0.02)
$3.50
$3.64
2.43 (1.81) (0.04)
2.48 (1.89) (0.04)
$4.09
$4.18
0.04 (0.01)
0.03 (0.03)
$4.12 0%
$4.18 1%
(2) (141) $1,355 (10)
$1,270
$1,271
$1,332
$1,346
347,897
347,897
358,491
358,491
High 3.0%
Low 1.5%
High 2.5%
Same-Store Cash NOI Growth Guidance Total Same-Store Cash NOI Growth
Low 2.5%
1. The Company’s guidance constitutes forward-looking statements within the meaning of the federal securities laws and is based on a number of assumptions that are subject to change and many of which are outside the control of the Company. Actual results may differ materially from the Company's expectations depending on factors discussed in the Company’s filings with the Securities and Exchange Commission. 2. Totals and per share amounts may not add due to rounding. Per share quarterly amounts may not add to annual per share amounts due to changes in the Company's weighted average diluted share count, if any. Same-store Cash NOI is at constant currency. 3. See page 25 of the Q3 2016 supplemental for detailed breakout of adjustments for each respective category.
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1. Totals and per share amounts may not add due to rounding. Per share quarterly amounts may not add to annual per share amounts due to material changes in the Company’s weighted average 2. CCP impacts calculated based on net income related to discontinued operations, less the de minimis share of discontinued operations net income not related to CCP assets, assuming (a) G&A of $2.5 million in Q1’15 and Q2’15 ($0.01 per share per quarter), and $1.3 million in Q3’15 ($0.00 per share) and (b) interest expense of $6.9 million in Q1’15 and Q2’15 ($0.02 per share per quarter), and $4.3 million in Q3’15 ($0.01 per share); these adjustments differ from the respective amounts found in discontinued operations.
FFO AND FAD RECONCILIATION INCLUDING COMPARABLE EARNINGS ($ IN 000S, EXCEPT PER SHARE AMOUNTS)1,2
NON-GAAP FINANCIAL MEASURES
($ IN 000S, EXCEPT PER SHARE AMOUNTS)
1. Per share amounts may not add due to rounding.
NORMALIZED FFO
NON-GAAP FINANCIAL MEASURES
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1. The following information considers the pro forma effect on net income, interest and depreciation and amortization of the Com pany’s investments and other capital transactions that were completed during the three months ended September 30, 2016 and June 30, 2016, as if the transactions had been consummated as of the beginning of the period. The above table illustrates net debt to pro forma earnings before interest, taxes, depreciation and amortization (including non-cash stockbased compensation expense), excluding gains or losses on extinguishment of debt, income or loss from noncontrolling interest and unconsolidated entities (excluding cash distributions), merger-related expenses and deal costs, expenses related to the reaudit and re-review of our historical financial statements in 2014, net gains on real estate activity, gains or losses on re-measurement of equity interest upon acquisition and changes in the fair value of financial instruments (including amounts in discontinued operations) (“Adjusted Pro Forma EBITDA”).
ADJUSTED PRO FORMA1 EBITDA AND NET DEBT TO ADJUSTED PRO FORMA1 EBITDA ($ IN 000S)
NON-GAAP FINANCIAL MEASURES
1. Amounts above are adjusted to exclude discontinued operations for all periods presented. 2. Amounts above are not restated for changes between categories from quarter to quarter.
NOI RECONCILIATION BY SEGMENT1,2 ($ IN 000S)
NON-GAAP FINANCIAL MEASURES
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1. Amounts above are adjusted to exclude discontinued operations for all periods presented. 2. Amounts above are not restated for changes between categories from quarter to quarter.
NOI RECONCILIATION BY SEGMENT (CONT’D)1,2
($ IN 000S)
NON-GAAP FINANCIAL MEASURES
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