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	64
Report of Independent Registered Public Accounting Firm	65
Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting	67
Consolidated Balance Sheets as of December 31, 2019 and 2018	69
Consolidated Statements of Income for the Years Ended December 31, 2019, 2018 and 2017	70
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2019, 2018 and 2017	71
Consolidated Statements of Equity for the Years Ended December 31, 2019, 2018 and 2017	72
Consolidated Statements of Cash Flows for the Years Ended December 31, 2019, 2018 and 2017	72
Notes to Consolidated Financial Statements	74
Consolidated Financial Statement Schedules
Schedule II — Valuation and Qualifying Accounts	120
Schedule III — Real Estate and Accumulated Depreciation	121
Schedule IV — Mortgage Loans on Real Estate	157

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, 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, 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, 2019 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

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, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway 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 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 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.

/s/ KPMG LLP

Chicago, Illinois February 21, 2020

VENTAS, INC.

CONSOLIDATED BALANCE SHEETS

	As of December 31,
	2019				2018
	(In thousands, except per share amounts)
Assets
Real estate investments:
Land and improvements	$	2,283,929			$	2,114,406
Buildings and improvements	24,380,440				22,437,243
Construction in progress	461,354				422,334
Acquired lease intangibles	1,306,152				1,502,955
Operating lease assets	385,225				—
	28,817,100				26,476,938
Accumulated depreciation and amortization	(7,088,013		)		(6,383,281		)
Net real estate property	21,729,087				20,093,657
Secured loans receivable and investments, net	704,612				495,869
Investments in unconsolidated real estate entities	45,022				48,378
Net real estate investments	22,478,721				20,637,904
Cash and cash equivalents	106,363				72,277
Escrow deposits and restricted cash	39,739				59,187
Goodwill	1,051,161				1,050,548
Assets held for sale	91,433				5,454
Deferred income tax assets, net	47,495				—
Other assets	877,296				759,185
Total assets	$	24,692,208			$	22,584,555
Liabilities and equity
Liabilities:
Senior notes payable and other debt	$	12,158,773			$	10,733,699
Accrued interest	111,115				99,667
Operating lease liabilities	251,196				—
Accounts payable and other liabilities	1,145,700				1,086,030
Liabilities related to assets held for sale	5,463				205
Deferred income tax liabilities	200,831				205,219
Total liabilities	13,873,078				12,124,820
Redeemable OP unitholder and noncontrolling interests	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, 372,811 and 356,572 shares issued at December 31, 2019 and 2018, respectively	93,185				89,125
Capital in excess of par value	14,056,453				13,076,528
Accumulated other comprehensive loss	(34,564		)		(19,582		)
Retained earnings (deficit)	(3,669,050		)		(2,930,214		)
Treasury stock, 2 and 0 shares at December 31, 2019 and 2018, respectively	(132		)		—
Total Ventas stockholders’ equity	10,445,892				10,215,857
Noncontrolling interests	99,560				55,737
Total equity	10,545,452				10,271,594
Total liabilities and equity	$	24,692,208			$	22,584,555

See accompanying notes.

VENTAS, INC.

CONSOLIDATED STATEMENTS OF INCOME

	For the Years Ended December 31,
	2019				2018				2017
	(In thousands, except per share amounts)
Revenues
Rental income:
Triple-net leased	$	780,898			$	737,796			$	840,131
Office	828,978				776,011				753,467
	1,609,876				1,513,807				1,593,598
Resident fees and services	2,151,533				2,069,477				1,843,232
Office building and other services revenue	11,156				13,416				13,677
Income from loans and investments	89,201				124,218				117,608
Interest and other income	10,984				24,892				6,034
Total revenues	3,872,750				3,745,810				3,574,149
Expenses
Interest	451,662				442,497				448,196
Depreciation and amortization	1,045,620				919,639				887,948
Property-level operating expenses:
Senior living	1,521,398				1,446,201				1,250,065
Office	260,249				243,679				233,007
Triple-net leased	26,561				—				—
	1,808,208				1,689,880				1,483,072
Office building services costs	2,319				1,418				3,391
General, administrative and professional fees	165,996				151,982				135,490
Loss on extinguishment of debt, net	41,900				58,254				754
Merger-related expenses and deal costs	15,235				30,547				10,535
Other	(17,609		)		66,768				20,052
Total expenses	3,513,331				3,360,985				2,989,438
Income before unconsolidated entities, real estate dispositions, income taxes, discontinued operations and noncontrolling interests	359,419				384,825				584,711
Loss from unconsolidated entities	(2,454		)		(55,034		)		(561		)
Gain on real estate dispositions	26,022				46,247				717,273
Income tax benefit	56,310				39,953				59,799
Income from continuing operations	439,297				415,991				1,361,222
Discontinued operations	—				(10		)		(110		)
Net income	439,297				415,981				1,361,112
Net income attributable to noncontrolling interests	6,281				6,514				4,642
Net income attributable to common stockholders	$	433,016			$	409,467			$	1,356,470
Earnings per common share
Basic:
Income from continuing operations	$	1.20			$	1.17			$	3.83
Net income attributable to common stockholders	1.18				1.15				3.82
Diluted:
Income from continuing operations	$	1.19			$	1.16			$	3.80
Net income attributable to common stockholders	1.17				1.14				3.78

See accompanying notes.

VENTAS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	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 translation	5,729					(9,436		)			20,612
Unrealized gain (loss) on available for sale securities	11,634					14,944					(437		)
Derivative instruments	(30,814		)			10,030					2,239
Total other comprehensive (loss) income	(13,451		)			15,538					22,414
Comprehensive income	425,846					431,519					1,383,526
Comprehensive income attributable to noncontrolling interests	7,649			—		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, 2019**,** 2018 and 2017

	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 stock	276				72,618				—				—				553				73,447				—				73,447
Issuance of common stock for stock plans	87				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 Units	84				19,845				—				—				3,207				23,136				—				23,136
Grant of restricted stock, net of forfeitures	68				23,786				—				—				(4,551		)		19,303				—				19,303
Balance at December 31, 2017	89,029				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 other	49				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 Units	3				(383		)		—				—				252				(128		)		—				(128		)
Grant of restricted stock, net of forfeitures	44				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, 2018	89,125				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 stock	3,829				938,509				—				—				—				942,338				—				942,338
Issuance of common stock for stock plans	152				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 Units	1				(739		)		—				—				—				(738		)		—				(738		)
Grant of restricted stock, net of forfeitures	78				(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.

V****ENTAS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Years Ended December 31,
	2019				2018				2017
	(In thousands)
Cash flows from operating activities:
Net income	$	439,297			$	415,981			$	1,361,112
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	1,045,620				919,639				887,948
Amortization of deferred revenue and lease intangibles, net	(7,967		)		(30,660		)		(20,537		)
Other non-cash amortization	22,985				18,886				16,058
Stock-based compensation	33,923				29,963				26,543
Straight-lining of rental income	(30,073		)		13,396				(23,134		)
Loss on extinguishment of debt, net	41,900				58,254				754
Gain on real estate dispositions	(26,022		)		(46,247		)		(717,273		)
Gain on real estate loan investments	—				(13,202		)		(124		)
Income tax benefit	(58,918		)		(43,026		)		(63,599		)
Loss from unconsolidated entities	2,464				55,034				3,588
Gain on re-measurement of equity interest upon acquisition, net	—				—				(3,027		)
Distributions from unconsolidated entities	1,600				2,934				4,676
Real estate impairments related to natural disasters	—				52,510				4,616
Other	13,264				3,720				4,624
Changes in operating assets and liabilities:
Increase in other assets	(76,693		)		(23,198		)		(29,282		)
Increase in accrued interest	9,737				4,992				11,068
Increase (decrease) in accounts payable and other liabilities	26,666				(37,509		)		(35,259		)
Net cash provided by operating activities	1,437,783				1,381,467				1,428,752
Cash flows from investing activities:
Net investment in real estate property	(958,125		)		(265,907		)		(664,684		)
Investment in loans receivable	(1,258,187		)		(229,534		)		(748,119		)
Proceeds from real estate disposals	147,855				353,792				859,874
Proceeds from loans receivable	1,017,309				911,540				101,097
Development project expenditures	(403,923		)		(330,876		)		(299,085		)
Capital expenditures	(156,724		)		(131,858		)		(132,558		)
Distributions from unconsolidated entities	172				57,455				6,169
Investment in unconsolidated entities	(3,855		)		(47,007		)		(61,220		)
Insurance proceeds for property damage claims	30,179				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 revolving credit facilities	(569,891		)		321,463				384,783
Net change in borrowings under commercial paper program	565,524				—				—
Proceeds from debt	3,013,191				2,549,473				1,111,649
Repayment of debt	(2,623,916		)		(3,465,579		)		(1,369,084		)
Purchase of noncontrolling interests	—				(4,724		)		(15,809		)
Payment of deferred financing costs	(21,403		)		(20,612		)		(27,297		)
Issuance of common stock, net	942,085				—				73,596
Cash distribution to common stockholders	(1,157,720		)		(1,127,143		)		(827,285		)
Cash distribution to redeemable OP unitholders	(9,218		)		(7,459		)		(5,677		)
Cash issued for redemption of OP Units	(2,203		)		(1,370		)		—
Contributions from noncontrolling interests	6,282				1,883				4,402
Distributions to noncontrolling interests	(9,717		)		(11,574		)		(11,187		)
Proceeds from stock option exercises	36,179				8,762				16,287
Other	(8,519		)		(5,057		)		(5,705		)
Net cash provided by (used in) financing activities	160,674				(1,761,937		)		(671,327		)
Net increase (decrease) in cash, cash equivalents and restricted cash	13,158				(55,974		)		(179,682		)
Effect of foreign currency translation	1,480				(815		)		581
Cash, cash equivalents and restricted cash at beginning of year	131,464				188,253				367,354
Cash, cash equivalents and restricted cash at end of year	$	146,102			$	131,464			$	188,253

V****ENTAS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

	For the Years Ended December 31,
	2019				2018				2017
	(In thousands)
Supplemental disclosure of cash flow information:
Interest paid including swap payments and receipts	$	410,584			$	406,907			$	409,890
Supplemental schedule of non-cash activities:
Assets acquired and liabilities assumed from acquisitions and other:
Real estate investments	$	1,057,138			$	94,280			$	425,906
Other assets	11,140				5,398				(3,716		)
Debt	907,746				30,508				75,231
Other liabilities	47,121				18,086				70,878
Deferred income tax liability	95				922				(14,869		)
Noncontrolling interests	113,316				2,591				4,202
Equity issued	—				30,487				—
Equity issued for redemption of OP Units	127				907				24,002

See accompanying notes.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1—DESCRIPTION OF BUSINESS

Ventas, Inc., 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, 2019, we owned approximately 1,200 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”), research and innovation centers, inpatient rehabilitation facilities (“IRFs”) and long-term acute care facilities (“LTACs”), and health systems. We had 22 properties under development, including four properties that are owned by unconsolidated real estate 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, 2019, we leased a total of 412 properties (excluding properties 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. 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 406 seniors housing communities for us.

Through our Lillibridge Healthcare Services, Inc. subsidiary and our ownership interest in PMB Real Estate Services LLC, 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.

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 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 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 LP interests. We also apply this guidance to managing member interests in limited liability companies (“LLCs”).

We consolidate several VIEs that share the following common characteristics:

• the VIE is in the legal form of an LP or LLC;

• the VIE was designed to own and manage its underlying real estate investments;

• we are the general partner or managing member of the VIE;

• we own a majority of the voting interests in the VIE;

• a minority of voting interests in the VIE are owned by external third parties, unrelated to us;

• the minority owners do not have substantive kick-out or participating rights in the VIE; and

• we are the primary beneficiary of the VIE.

We have separately identified certain special purpose entities that were established to allow investments in research 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 we 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:

		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

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 the HLBV method, in any given period, we could record more or less income than the joint venture has generated, than actual cash distributions we 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 (“PMB”). Given our wholly owned subsidiary is the general partner and the primary beneficiary of NHP/PMB, we consolidate it as a VIE. As of December 31, 2019, third party investors owned 3.3 million Class A limited partnership units in NHP/PMB (“OP Units”), which represented 31% of the total units then outstanding, and we owned 7.3 million Class B limited partnership units in NHP/PMB, representing the remaining 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 OP 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.

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 because our wholly owned subsidiary is the general partner and was the primary beneficiary of this VIE. In January 2017, third party investors redeemed the remaining limited partnership units (“Class C 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 are classified outside of permanent equity on our Consolidated Balance Sheets. We reflect the redeemable OP Units at the greater of cost or redemption value. As of December 31, 2019 and 2018, the fair value of the redeemable OP Units was $171.2 million and $174.6 million, respectively. We recognize changes in fair value through capital in excess of par value, net of cash distributions paid and purchases by us of any OP Units. Our diluted earnings per share includes the effect of any potential shares outstanding from redemption of the OP Units.

Certain noncontrolling interests of other consolidated joint ventures were also classified as redeemable at December 31, 2019 and 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 interests’ 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 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. We 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

For certain of 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 markets tax credits (“NMTCs”). As of December 31, 2019, we owned ten properties, including one property in development, that had syndicated HTCs or NMTCs, or both, to TCIs.

In general, TCIs invest cash into special purpose entities that invest in entities that own the subject property and generate the tax credits. The TCIs receive substantially all of the tax credits and hold only a nominal 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 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 prior to the applicable tax credit recapture periods.

The portion of the TCI’s investment 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 investment 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.

Accounting 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 are 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 is considered a business combination or an asset acquisition, we record the cost of the businesses or assets acquired as tangible and intangible assets and liabilities based upon their estimated fair values as of the acquisition date.

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.

In connection with 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. Where we are the lessee, we record the acquisition date values of leases, including any above or below market value, within operating lease assets and operating lease liabilities on our Consolidated Balance Sheets.

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 real 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, have 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 is classified as held for sale on the acquisition date. 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 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 collectability 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 $20.2 million, $18.1 million and $18.9 million were included in interest expense for the years ended December 31, 2019, 2018 and 2017, respectively.

Available for Sale Securities

We classify available for sale securities 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 available 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 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.

•	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.

•	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.

◦	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 research 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 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, 2019 and 2018, this cumulative excess totaled $278.8 million and $250.0 million (net of allowances of $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

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.

Other

We recognize interest income from loans and investments, including discounts and premiums, using the effective interest method when collectability 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.

Stock-Based Compensation

We recognize share-based payments to employees and directors, including grants of stock options and restricted stock, included in general, administrative and professional fees in our Consolidated Statements of Income generally on a straight-line basis over the requisite service period based on the grant date fair value of the award.

Gain on Sale of Assets

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 adopted 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 in 2015.

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 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, 2019, 2018 and 2017, we operated through three reportable business segments: triple-net leased properties, senior living operations and office operations. Under our triple-net leased properties segment, we invest in and own seniors housing and healthcare properties throughout the United States and the United Kingdom and lease those properties to healthcare operating companies under “triple-net” or “absolute-net” leases that obligate the tenants to pay all property-related expenses. In our senior living operations segment, we invest in seniors housing communities throughout the United States and Canada and engage independent operators, such as Atria and Sunrise, to manage those communities. In our office operations segment, we primarily acquire, own, develop, lease and manage MOBs and research and innovation centers throughout the United States. See “NOTE 19—SEGMENT INFORMATION.”

Recently Issued or Adopted Accounting Standards

We adopted ASC Topic 842, Leases (“ASC 842”) on January 1, 2019, which introduced a lessee model that brings most leases on the balance sheet and, among 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 2016-13 require an entity to evaluate a current estimate of all expected credit losses over the life of a financial instrument, which may result in earlier recognition of credit losses on loans and other financial instruments. Under existing guidance, an entity generally only considered past events and current conditions in measuring an incurred loss. ASU 2016-13 is effective for us beginning January 1, 2020 and we are still evaluating the impact of adoption. Adoption of this standard is not expected to have a significant impact 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, 2019, Atria, Sunrise, Brookdale Senior Living, Ardent and Kindred managed or operated approximately 20.4%, 10.3%, 7.7%, 4.7% and 1.0%, respectively, of our consolidated real estate investments based on gross book value (excluding properties classified as held for sale as of December 31, 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.

Based on gross book value, approximately 18.8% and 43.4% of our consolidated real estate investments were seniors housing communities included in the triple-net leased properties and senior living operations reportable business segments, respectively (excluding properties classified as held for sale as of December 31, 2019). MOBs, research and innovation centers, IRFs and LTACs, health systems, skilled nursing facilities (“SNFs”) and secured loans receivable and investments collectively comprised the remaining 37.8%. Our consolidated properties were located in 45 states, the District of Columbia, seven Canadian provinces and the United Kingdom as of December 31, 2019, with properties in 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 each of the years ended December 31, 2019, 2018 and 2017.

Triple-Net Leased Properties

The following table reflects the concentration risk related to our triple-net leased properties for the periods presented:

	For the Years Ended December 31,
	2019			2018			2017
Revenues(1):
Brookdale Senior Living(2)	4.7	%		4.3	%		4.7	%
Ardent	3.1			3.1			3.1
Kindred(3)	3.3			3.5			4.6
NOI:
Brookdale Senior Living(2)	8.7	%		7.6	%		8.0	%
Ardent	5.8			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, 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 years ended December 31, 2019, 2018 and 2017. 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.

In April 2018, we entered into various agreements with Brookdale Senior Living that provide for, among other things: (a) a consolidation of substantially all of our multiple lease agreements with Brookdale Senior Living into one master lease; (b) extension of the term for substantially all of our Brookdale Senior Living leased properties until December 31, 2025, with Brookdale Senior Living retaining two 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 businesses would be separated from Kindred and operated as a standalone company owned by Humana, 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 transactions, we received a payment from Kindred of $12.3 million, which was recognized in interest and other income in our Consolidated Statements of Income during the third quarter of 2018.

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, 2019 (excluding properties classified as held for sale as of December 31, 2019):

	Brookdale Senior Living				Ardent				Kindred				Other				Total
	(In thousands)
2020	$	184,141			$	122,348			$	130,790			$	891,141			$	1,328,420
2021	183,774				122,348				130,786				829,610				1,266,518
2022	183,398				122,348				130,790				743,575				1,180,111
2023	183,000				122,348				110,365				680,422				1,096,135
2024	182,600				122,348				100,153				627,798				1,032,899
Thereafter	182,189				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

Senior Living Operations

As of December 31, 2019, Atria and Sunrise, collectively, provided comprehensive property management and accounting services with respect to 260 of our 401 consolidated seniors housing communities, for which we pay annual management fees pursuant to long-term management agreements.

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 or financial condition could have a Material Adverse Effect on us.

Brookdale Senior Living, Kindred, Atria, Sunrise and Ardent Information

Brookdale Senior Living is subject to the reporting requirements of the Securities 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.

NOTE 4—ACQUISITIONS OF REAL ESTATE PROPERTY

The following summarizes our acquisition and development activities during 2019, 2018 and 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.

2019 Acquisitions

In September 2019, we acquired 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”). The portfolio continues to be managed by LGM. We also have rights to fund and own all additional developments under an exclusive pipeline agreement with LGM.

During the year ended December 31, 2019, we also acquired two properties reported within our office operations reportable business segment (one research and innovation center and one MOB), two seniors housing communities reported within our senior living operations reportable business segment and one vacant land parcel for an aggregate purchase price of $237.0 million.

Each of our 2019 acquisitions was accounted for as an asset acquisition.

2018 Acquisitions

During the year ended December 31, 2018, we acquired five properties reported within our office operations reportable business segment (four MOBs and one research and innovation center) and one seniors housing community reported within our senior living operations reportable business segment for an aggregate purchase 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 six assets previously owned by an equity method investee), four properties reported within our office operations reportable business segment (three research and innovation centers and one MOB) and three seniors housing communities (reported within our senior living operations reportable business segment) for an aggregate purchase price of $691.3 million. Each of these acquisitions was accounted for as an asset acquisition.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 5—DISPOSITIONS

2019 Activity

During the year ended December 31, 2019, we sold ten triple-net leased properties, eight MOBs, six seniors housing assets and our leasehold interest in one vacant land parcel for aggregate consideration of $147.5 million, and we recognized a gain on the sales of these assets of $26.0 million.

2018 Activity

During 2018, we sold seven seniors housing communities included in our senior living operations reportable business segment, five triple-net leased properties, 11 MOBs and two vacant land parcels for aggregate consideration of $348.6 million. We recognized a gain on the sales of these assets of $46.2 million for the year ended December 31, 2018.

2017 Activity

During the year ended December 31, 2017, we sold 53 triple-net leased properties, five MOBs and certain vacant land parcels for aggregate consideration of $870.8 million, and we recognized a gain on the sale of these assets of $717.3 million.

Assets Held for Sale

The table below summarizes our real estate assets classified as held for sale as of December 31, 2019 and 2018, including the amounts reported within other assets and accounts payable and other liabilities on our Consolidated Balance 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

(1)	Balances relate to anticipated post-closing settlements of working capital.

In March 2018, five 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 $133.6 million, $29.5 million and $32.9 million for the years ended December 31, 2019, 2018 and 2017 respectively, which are recorded primarily as a component of depreciation and amortization 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.

Additionally, we recognized impairments of $52.5 million and $4.6 million for the years ended December 31, 2018 and 2017, respectively, as a result of natural disasters which are recorded as a component of other in our Consolidated Statements of Income. There were no impairments recorded as a result of natural disasters for the 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 any future recoveries. Such recoveries will be recognized when collection is deemed probable.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 6—LOANS RECEIVABLE AND INVESTMENTS

As of December 31, 2019 and 2018, we had $1.0 billion and $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 loans receivable and investments, net, including amortized cost, fair value and unrealized gains or losses on available for sale investments:

		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

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)	As 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.

2019 Activity

In April 2019, we purchased $5.0 million and $10.5 million of senior 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 to certain subsidiaries of Colony Capital, Inc. The London Inter-bank Offered Rate (“LIBOR”) based debt financing has a five-year term (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 and we recognized a gain of $0.5 million in income from loans and investments in our Consolidated Statements of Income.

In July 2019, we closed the first phase of the LGM Acquisition 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.”

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2018 Activity

During the year ended December 31, 2018, we received aggregate proceeds of $862.9 million for the full repayment of the principal balances of 14 loans receivable with a weighted average interest rate of 9.1% that were due to mature between 2018 and 2033, which resulted in total gains of $27.8 million.

Included in the repayments above is $713 million that we received in June 2018 for the full repayment of the 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, resulting in income of $27.2 million, which is recorded in income from loans and investments in our Consolidated Statements of Income.

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 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. 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 9.8% interest in Ardent, which are included within other assets on our Consolidated Balance Sheets, under the equity method of accounting.

We provide various services to our unconsolidated real estate joint venture entities in exchange for fees and reimbursements. Total management fees earned in connection with these entities were $3.4 million, $5.8 million and $6.3 million for the years ended December 31, 2019, 2018 and 2017, respectively, which is included in office building and other services revenue in our Consolidated Statements of Income.

In March 2018, we recognized an impairment charge of $35.7 million relating to one of our equity investments in an unconsolidated real estate joint venture consisting principally of SNFs, which is recorded in loss from unconsolidated entities in our Consolidated Statements of Income. We completed the sale of our 25% interest to our joint venture partner in 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, 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 intangibles	1,160,261				10.6		1,321,562				24.7
Goodwill	1,051,161				N/A		1,050,548				N/A
Other intangibles	35,837				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 intangibles	13,498				N/A		31,418				46.5
Accumulated amortization	(203,834		)		N/A		(191,909		)		N/A
Purchase option intangibles	3,568				N/A		3,568				N/A
Net intangible liabilities	$	162,589			14.5		$	199,848			17.2

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, 2019, 2018 and 2017, our net amortization related to these intangibles was $59.2 million, $49.2 million and $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:

	Estimated Net Amortization
	(In thousands)
2020	$	53,988
2021	46,651
2022	39,315
2023	36,107
2024	28,622

The table below reflects the carrying amount of goodwill, by segment, as of December 31, 2019:

		Goodwill
		(In thousands)
Triple-net leased properties		$	321,781
Senior living operations		259,482
Office operations		469,898
Total goodwill		$	1,051,161

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 9—OTHER ASSETS

The following is a summary of our other assets:

	As of December 31,
	2019				2018
	(In thousands)
Straight-line rent receivables	$	278,833			$	250,023
Non-mortgage loans receivable, net	63,724				54,164
Marketable debt securities	237,360				206,442
Other intangibles, net	5,149				5,623
Investment in unconsolidated operating entities	59,301				56,820
Other	232,929				186,113
Total other assets	$	877,296			$	759,185

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,
	2019				2018
	(In thousands)
Unsecured revolving credit facility (1)	$	120,787			$	765,919
Commercial paper notes	567,450				—
Secured revolving construction credit facility due 2022	160,492				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 2022	500,000				500,000
3.30% Senior Notes, Series C due 2022 (2)	192,515				183,325
Unsecured term loan due 2023	200,000				300,000
3.125% Senior Notes due 2023	400,000				400,000
3.10% Senior Notes due 2023	400,000				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 2024	400,000				—
3.75% Senior Notes due 2024	400,000				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 2025	600,000				600,000
2.65% Senior Notes due 2025	450,000				—
4.125% Senior Notes due 2026	500,000				500,000
3.25% Senior Notes due 2026	450,000				450,000
3.85% Senior Notes due 2027	400,000				400,000
4.00% Senior Notes due 2028	650,000				650,000
4.40% Senior Notes due 2029	750,000				750,000
3.00% Senior Notes due 2030	650,000				—
6.90% Senior Notes due 2037	52,400				52,400
6.59% Senior Notes due 2038	22,823				22,823
5.45% Senior Notes due 2043	—				258,750
5.70% Senior Notes due 2043	300,000				300,000
4.375% Senior Notes due 2045	300,000				300,000
4.875% Senior Notes due 2049	300,000				—
Mortgage loans and other	1,996,969				1,127,697
Total	12,245,802				10,829,702
Deferred financing costs, net	(79,939		)		(69,615		)
Unamortized fair value adjustment	20,056				(1,163		)
Unamortized discounts	(27,146		)		(25,225		)
Senior notes payable and other debt	$	12,158,773			$	10,733,699

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.

Credit Facilities, Commercial Paper and Unsecured Term Loans

Our unsecured credit facility is comprised of a $3.0 billion unsecured revolving credit facility priced at LIBOR plus 0.875%, as of December 31, 2019. The unsecured revolving credit facility matures in 2021, but may be extended at our option subject to the satisfaction of certain conditions for two additional periods of six months each. The unsecured revolving credit facility also includes an accordion feature that permits us to increase our aggregate borrowing capacity thereunder to up to $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, 2019, $567.5 million was outstanding under our commercial paper program.

As of December 31, 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 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.

In June 2019, we repaid $100.0 million of the balance outstanding on the $300.0 million unsecured term loan that 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 $3.2 million during 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 $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 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, 2019, we had outstanding $7.5 billion aggregate principal amount of senior notes issued by Ventas Realty ($500.0 million of which was co-issued by Ventas Realty’s wholly owned subsidiary, Ventas Capital Corporation), approximately $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 C$1.7 billion aggregate principal amount of senior notes issued by our 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.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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’s senior notes are part of our and Ventas Canada’s general unsecured obligations, ranking equal in right of payment with all of Ventas Canada’s existing and future subordinated indebtedness. However, Ventas Canada’s senior notes are effectively subordinated to our and Ventas Canada’s secured indebtedness, if any, to the extent of the value of the assets securing that indebtedness. Ventas Canada’s senior notes are also structurally subordinated to the preferred equity and indebtedness, whether secured or unsecured, of our subsidiaries (other than Ventas 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 may redeem each series of their respective senior notes 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, 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 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, 2019, we had 89 mortgage loans outstanding in the aggregate principal amount of $2.0 billion and secured by 84 of our properties. Of these loans, 67 loans in the aggregate principal amount of $1.3 billion bear interest at fixed rates ranging from 2.0% to 13.0% per annum, and 22 loans in the aggregate principal amount of $671.1 million bear interest at variable rates ranging from 1.2% to 4.4% per annum as of December 31, 2019. At December 31, 2019, the weighted average annual rate on our fixed rate mortgage loans was 3.7%, and the weighted average annual rate on our variable rate mortgage loans was 3.4%. Our mortgage loans had a weighted average maturity of 4.2 years as of December 31, 2019.

During the years ended December 31, 2019 and 2018, we repaid in full mortgage loans in the aggregate principal amount of $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 fair value premium of C$16.6 million, in connection with the LGM Acquisition. See “NOTE 4—ACQUISITIONS OF REAL ESTATE PROPERTY.”

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Scheduled Maturities of Borrowing Arrangements and Other Provisions

The following summarizes the maturities of our senior notes payable and other debt as of December 31, 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
2021	361,046				120,787				38,954				520,787
2022	1,269,661				—				33,163				1,302,824
2023	1,602,104				—				19,409				1,621,513
2024	1,571,967				—				13,058				1,585,025
Thereafter	6,243,430				—				87,829				6,331,259
Total maturities	$	11,324,861			$	688,237			$	232,704			$	12,245,802

(1)	As of December 31, 2019, we had $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.

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’s senior notes also require us and our subsidiaries to maintain total unencumbered assets of at least 150% of our unsecured debt. Our credit facilities also require 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, 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.

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, 2019, our variable rate debt obligations of $2.0 billion reflect, in part, the effect of $147.8 million notional amount of interest rate swaps with maturities ranging from March 2022 to May 2022 that effectively convert fixed rate debt to variable rate debt. As of December 31, 2019, our fixed rate debt obligations of $10.3 billion reflect, in part, the effect of $505.1 million and C$119.8 million notional amount of interest rate swaps with maturities ranging from August 2020 to December 2029, in each case that effectively convert variable rate debt to fixed rate debt.

NOTE 11—FAIR VALUES OF FINANCIAL INSTRUMENTS

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 cash	39,739				39,739				59,187				59,187
Secured mortgage loans and other, net	645,546				646,925				439,491				425,290
Non-mortgage loans receivable, net	63,724				63,538				54,164				54,081
Marketable debt securities	237,360				237,360				206,442				206,442
Government-sponsored pooled loan investments, net	59,066				59,066				56,378				56,378
Derivative instruments	738				738				6,012				6,012
Liabilities:
Senior notes payable and other debt, gross	12,245,802				12,778,758				10,829,702				10,617,074
Derivative instruments	12,987				12,987				4,561				4,561
Redeemable OP Units	171,178				171,178				174,552				174,552

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

NOTE 12—STOCK- BASED COMPENSATION

Compensation Plans

We currently have: four plans under which outstanding options to purchase common stock, shares of restricted stock or restricted stock units have been, or may in the future be, granted to our officers, employees and non-employee directors (the 2000 Incentive Compensation Plan (Employee Plan), the 2006 Incentive Plan, the 2006 Stock Plan for Directors, and the 2012 Incentive Plan); one plan under which executive officers may receive common stock in lieu of compensation (the Executive Deferred Stock Compensation Plan); and one plan under which certain non-employee directors have received or may receive common stock in lieu of director fees (the Nonemployee Directors’ Deferred Stock Compensation Plan). These plans are referred to collectively as the “Plans.”

During the year ended December 31, 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 no additional grants were permitted under those Plans after that date.

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, 2019 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, 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 0.4 million shares were available for future issuance as of December 31, 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 3.0 million shares (plus the number of shares or options outstanding under the 2006 Plans as of December 31, 2019 that were or are subsequently forfeited or expire unexercised) were available for future issuance as of December 31, 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.

Stock Options

The following is a summary of stock option activity in 2019:

	Shares (000’s)			Weighted Average Exercise Price				Weighted Average Remaining Contractual Life (years)		Intrinsic Value ($000’s)
Outstanding as of December 31, 2018	4,783			$	59.20
Options granted	—			—
Options exercised	(700	)		51.68
Options forfeited	(6	)		60.50
Options expired	—			—
Outstanding as of December 31, 2019	4,077			60.49				5.7		$	7,379
Exercisable as of December 31, 2019	4,014			60.49				5.7		$	7,415

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 professional fees. Compensation costs related to stock options for the years ended December 31, 2019, 2018 and 2017 were $0.3 million, $2.6 million and $4.8 million, respectively.

Aggregate proceeds received from options exercised under the Plans for the years ended December 31, 2019, 2018 and 2017 were $36.1 million, $8.8 million and $16.3 million, respectively. The total intrinsic value at exercise of options exercised during the years ended December 31, 2019, 2018 and 2017 was $12.3 million, $3.1 million and $7.0 million, respectively. There was no deferred income tax benefit for stock options exercised.

Restricted Stock and Restricted Stock Units

We recognize the fair value of shares of restricted stock and restricted stock units on the grant date of the award as stock-based compensation expense over the requisite service period, with charges to general, administrative and professional fees of $33.6 million, $27.3 million and $21.7 million in 2019, 2018 and 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, 2019, and changes during the year ended December 31, 2019 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, 2018	276			$	53.64			628			$	57.70
Granted	143			62.69				304			59.85
Vested	(149	)		54.20				(371	)		60.73
Forfeited	(22	)		57.24				(22	)		53.69
Nonvested at December 31, 2019	248			58.21				539			56.99

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As of December 31, 2019, we had $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 1.66 years. The total fair value at the vesting date for restricted stock and restricted stock units that vested during the years ended December 31, 2019, 2018 and 2017 was $31.6 million, $15.5 million and $16.6 million, respectively.

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, 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 2019, we made contributions for each qualifying employee of up to 3.5% of his or her salary, subject to certain limitations. During 2019, 2018 and 2017, our aggregate contributions were approximately $1.5 million, $1.5 million and $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. 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. Our 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 income	0.12230				0.00375				0.00337
199A qualified business income	2.22898				2.97465				—
Long-term capital gain	—				0.05916				1.07836
Unrecaptured Section 1250 gain	0.03434				0.12244				0.21513
Non-dividend distribution	0.78438				—				—
Distribution reported for 1099-DIV purposes	3.17000				3.16000				2.32500
Add: Dividend declared in current year and taxable in following year	0.79250				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)

We believe we have met the annual REIT distribution requirement by payment of at least 90% of our estimated taxable income for 2019, 2018 and 2017. Our consolidated benefit for income taxes was as follows:

	For the Years Ended December 31,
	2019				2018				2017
	(In thousands)
Current - Federal	$	(1,840	)		$	(2,953	)		$	(5,672	)
Current - State	2,118				1,332				1,119
Deferred - Federal	(49,532		)		(32,492		)		(54,396		)
Deferred - State	(3,353		)		(825		)		3,237
Current - Foreign	2,335				1,892				2,307
Deferred - Foreign	(6,038		)		(6,907		)		(6,394		)
Total	$	(56,310	)		$	(39,953	)		$	(59,799	)

The 2019 income tax benefit is primarily due 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 is 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 liabilities 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.

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, 2019, their income tax liabilities may increase in future years as we exhaust net operating loss (“NOL”) carryforwards and as our senior living and other operations 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, 2019, 2018 and 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 benefit	2,341				(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 taxes	1,407				1,924				6,407
Change in tax status of TRS	(52		)		359				(690		)
Effect of the 2017 Tax Act	—				(23,160		)		(41,212		)
Other differences	280				111				(39		)
Income tax benefit	$	(56,310	)		$	(39,953	)		$	(59,799	)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Each TRS is a tax paying component for purposes of classifying deferred tax assets and liabilities. The tax effects of temporary differences and carryforwards included in the net deferred tax liabilities are 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 carryforwards	136,771				133,243				146,732
Expense accruals and other	7,380				11,910				12,890
Valuation allowance	(40,114		)		(80,614		)		(109,319		)
Net deferred tax liabilities	$	(153,336	)		$	(205,219	)		$	(250,092	)

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 $51.9 million during 2019 primarily due to the $57.7 million reversal of valuation allowances recorded against the net deferred tax assets of certain of our TRS entities. Our net deferred tax liability decreased $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, currency translation adjustments, and purchase 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 certain TRSs. The amounts related to NOLs at the TRS entities for 2019, 2018 and 2017 are $21.2 million, $55.1 million and $67.1 million, respectively.

We are subject to corporate level taxes (“built-in gains tax”) for any asset dispositions during the five-year period immediately after the assets were owned by a C corporation (either prior to our REIT election, through stock acquisition or merger). The amount of income potentially subject to built-in gains tax is generally equal to the lesser of the excess of the fair value of the asset over its adjusted tax basis as of the date it became a REIT asset or the actual amount of gain. Some, but not all, future gains could be offset by available NOL carryforwards.

At December 31, 2019, 2018 and 2017, the REIT had NOL carryforwards of $858.6 million, $910.7 million and $973.4 million, respectively. Additionally, the REIT has $12.6 million of federal income tax credits that were carried over from 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 remaining REIT carryforwards begin to expire in 2020.

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 statute of limitations by the Internal Revenue Service (“IRS”) for the year ended December 31, 2016 and subsequent years and are subject to audit by state taxing authorities for the year ended December 31, 2015 and subsequent years. We are subject to audit generally under the statutes of 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 years	178				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

Included in these unrecognized tax benefits of $12.1 million and $12.3 million at December 31, 2019 and 2018, respectively, were $10.7 million and $10.6 million of tax benefits at December 31, 2019 and 2018, respectively, that, if recognized, would reduce our annual effective tax rate. We accrued no interest or penalties related to the unrecognized tax benefits during 2019. We do not expect our unrecognized tax benefits to increase or decrease 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

Proceedings against Tenants, Operators and Managers

From time to time, Atria, Sunrise, Brookdale Senior Living, Ardent, Kindred 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 community, MOB or research 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, 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.

Operating Leases

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 determine 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 leases as of December 31, 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 leases as of December 31, 2019 (in thousands):

2020	$	24,395
2021(1)	56,948
2022(1)	28,023
2023	19,322
2024	18,398
Thereafter	644,996
Total undiscounted minimum lease payments	792,082
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.

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 income	439,297				415,981				1,361,112
Net income attributable to noncontrolling interests	6,281				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 shares	365,977				356,265				355,326
Effect of dilutive securities:
Stock options	391				174				494
Restricted stock awards	527				331				265
OP unitholder interests	2,991				2,531				2,481
Denominator for diluted earnings per share—adjusted weighted average shares	369,886				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

There were 1.1 million, 3.5 million and 3.0 million anti-dilutive options outstanding for the years ended December 31, 2019, 2018 and 2017, respectively.

NOTE 16—PERMANENT AND TEMPORARY EQUITY

Capital Stock

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, 2019, we sold 2.7 million shares of our common stock under our ATM program for gross proceeds of $66.75 per share. As of December 31, 2019, $822.1 million of our common stock remained available for sale under our ATM program.

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” and “NOTE 6—LOANS RECEIVABLE AND INVESTMENTS” for additional information regarding the LGM Acquisition.

During the year ended December 31, 2018, we sold no shares of common stock under our ATM program.

During the year ended December 31, 2017, we issued and sold 1.1 million shares of common stock under our previous ATM program.

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, 2019, there were no shares in the trust.

Our Board of Directors is empowered to grant waivers from the excess share provisions of our Charter.

Accumulated Other Comprehensive Loss

The following is a summary of our accumulated other comprehensive loss:

	As of December 31,
	2019				2018
	(In thousands)
Foreign currency translation	$	(51,743	)		$	(55,016	)
Available for sale securities	27,380				15,746
Derivative instruments	(10,201		)		19,688
Total accumulated other comprehensive loss	$	(34,564	)		$	(19,582	)

Redeemable OP Unitholder and Noncontrolling Interests

The following is a rollforward of our redeemable OP unitholder and noncontrolling interests for 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

(1)	Includes the redeemable portion of LGM's interest in certain seniors housing communities acquired in September 2019.

NOTE 17—RELATED PARTY TRANSACTIONS

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.

For the years ended December 31, 2019, 2018 and 2017, we incurred fees to Atria of $62.1 million, $60.1 million and $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 two of six members on the Atria Board of Directors.

As of December 31, 2019, we leased 10 hospital campuses to Ardent pursuant to a single, triple-net master lease agreement. For the years ended December 31, 2019, 2018 and 2017, we recognized rental income from Ardent of $118.8 million, $114.8 million and $110.8 million, 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 one of 11 members on the Ardent Board of Directors.

In January 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 senior living operations reportable business segment. Upon termination of our lease with Elmcroft, we derecognized 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 this transaction, net of property-level net assets assumed for no consideration, included in merger-related expenses and deal costs in our Consolidated Statements of Income.

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 two of six 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 recorded within property-level operating expenses in 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 income	127,588				211,898				86,918				12,893
Net income attributable to noncontrolling interests	1,803				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 stockholders	0.35				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 stockholders	0.35				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)

	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 income	80,098				169,300				103,281				63,302
Net income attributable to noncontrolling interests	1,395				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 stockholders	0.22				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 stockholders	0.22				0.46				0.28				0.17
Dividends declared per common share	$	0.79			$	0.79			$	0.79			$	0.7925

NOTE 19—SEGMENT INFORMATION

As of December 31, 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 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 research 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.

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 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 attributable 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 no 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, 2019
	Triple-Net Leased Properties				Senior Living Operations				Office Operations				All Other				Total
	(In thousands)
Revenues:
Rental income	$	780,898			$	—			$	828,978			$	—			$	1,609,876
Resident fees and services	—				2,151,533				—				—				2,151,533
Office building and other services revenue	—				—				7,747				3,409				11,156
Income from loans and investments	—				—				—				89,201				89,201
Interest and other income	—				—				—				10,984				10,984
Total revenues	$	780,898			$	2,151,533			$	836,725			$	103,594			$	3,872,750
Total revenues	$	780,898			$	2,151,533			$	836,725			$	103,594			$	3,872,750
Less:
Interest and other income	—				—				—				10,984				10,984
Property-level operating expenses	26,561				1,521,398				260,249				—				1,808,208
Office building services costs	—				—				2,319				—				2,319
Segment NOI	$	754,337			$	630,135			$	574,157			$	92,610			2,051,239
Interest and other income																	10,984
Interest expense																	(451,662		)
Depreciation and amortization																	(1,045,620		)
General, administrative and professional fees																	(165,996		)
Loss on extinguishment of debt, net																	(41,900		)
Merger-related expenses and deal costs																	(15,235		)
Other																	17,609
Loss from unconsolidated entities																	(2,454		)
Gain on real estate dispositions																	26,022
Income tax benefit																	56,310
Income from continuing operations																	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, 2018
	Triple-Net Leased Properties				Senior Living Operations				Office Operations				All Other				Total
	(In thousands)
Revenues:
Rental income	$	737,796			$	—			$	776,011			$	—			$	1,513,807
Resident fees and services	—				2,069,477				—				—				2,069,477
Office building and other services revenue	2,522				—				7,592				3,302				13,416
Income from loans and investments	—				—				—				124,218				124,218
Interest and other income	—				—				—				24,892				24,892
Total revenues	$	740,318			$	2,069,477			$	783,603			$	152,412			$	3,745,810
Total revenues	$	740,318			$	2,069,477			$	783,603			$	152,412			$	3,745,810
Less:
Interest and other income	—				—				—				24,892				24,892
Property-level operating expenses	—				1,446,201				243,679				—				1,689,880
Office building services costs	—				—				1,418				—				1,418
Segment NOI	$	740,318			$	623,276			$	538,506			$	127,520			2,029,620
Interest and other income																	24,892
Interest expense																	(442,497		)
Depreciation and amortization																	(919,639		)
General, administrative and professional fees																	(151,982		)
Loss on extinguishment of debt, net																	(58,254		)
Merger-related expenses and deal costs																	(30,547		)
Other																	(66,768		)
Loss from unconsolidated entities																	(55,034		)
Gain on real estate dispositions																	46,247
Income tax benefit																	39,953
Income from continuing operations																	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 revenue	4,580				—				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

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 operations	10,142,023				41.1			8,156,187				36.1
Office operations	7,173,401				29.1			6,772,957				30.0
All other assets	995,127				4.0			860,269				3.8
Total assets	$	24,692,208			100.0	%		$	22,584,555			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 operations	944,214				337,750				261,900
Office operations	519,129				332,147				579,885
Total capital expenditures	$	1,518,772			$	728,641			$	1,096,327

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 Years Ended December 31,
	2019				2018				2017
	(In thousands)
Revenues:
United States	$	3,578,341			$	3,524,875			$	3,361,682
Canada	266,946				192,350				186,049
United Kingdom	27,463				28,585				26,418
Total revenues	$	3,872,750			$	3,745,810			$	3,574,149

	As of December 31,
	2019				2018
	(In thousands)
Net real estate property:
United States	$	18,631,352			$	18,861,163
Canada	2,830,850				963,588
United Kingdom	266,885				268,906
Total net real estate property	$	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. None of our other subsidiaries is obligated with respect to Ventas Canada’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.

Under certain circumstances, contractual and legal restrictions, including those contained in the instruments governing our subsidiaries’ outstanding mortgage indebtedness, may restrict our ability to obtain cash from our subsidiaries for the purpose of meeting our debt service obligations, including our payment guarantees with respect to Ventas Realty’s and Ventas Canada’s senior notes.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following summarizes our condensed consolidating information as of December 31, 2019 and 2018 and for the years ended December 31, 2019, 2018, and 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 equivalents	1,904				—				104,459				—				106,363
Escrow deposits and restricted cash	1,205				128				38,406				—				39,739
Investment in and advances to affiliates	15,774,897				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 assets	83,190				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 loans	8,789,600				(5,105,070		)		(3,684,530		)		—				—
Accrued interest	(14,522		)		94,874				30,763				—				111,115
Operating lease liabilities	14,498				519				236,179				—				251,196
Accounts payable and other liabilities	342,828				20,360				782,512				—				1,145,700
Liabilities related to assets held for sale	—				—				5,463				—				5,463
Deferred income tax liabilities	1,329				—				199,502				—				200,831
Total liabilities	9,133,733				3,363,067				1,376,278				—				13,873,078
Redeemable OP unitholder and noncontrolling interests	102,657				—				171,021				—				273,678
Total equity	6,639,520				(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

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 equivalents	6,470				—				65,807				—				72,277
Escrow deposits and restricted cash	4,211				128				54,848				—				59,187
Investment in and advances to affiliates	15,656,592				2,726,198				—				(18,382,790		)		—
Goodwill	—				—				1,050,548				—				1,050,548
Assets held for sale	—				—				5,454				—				5,454
Other assets	45,989				4,443				708,753				—				759,185
Total assets	$	15,716,860			$	2,843,460			$	22,407,025			$	(18,382,790	)		$	22,584,555
Liabilities and equity
Liabilities:
Senior notes payable and other debt	$	—			$	8,620,867			$	2,112,832			$	—			$	10,733,699
Intercompany loans	8,580,896				(5,629,764		)		(2,951,132		)		—				—
Accrued interest	(9,953		)		85,717				23,903				—				99,667
Accounts payable and other liabilities	319,753				19,178				747,099				—				1,086,030
Liabilities related to assets held for sale	—				—				205				—				205
Deferred income taxes	608				—				204,611				—				205,219
Total liabilities	8,891,304				3,095,998				137,518				—				12,124,820
Redeemable OP unitholder and noncontrolling interests	13,746				—				174,395				—				188,141
Total equity	6,811,810				(252,538		)		22,095,112				(18,382,790		)		10,271,594
Total liabilities and equity	$	15,716,860			$	2,843,460			$	22,407,025			$	(18,382,790	)		$	22,584,555

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

CONDENSED CONSOLIDATING STATEMENT OF INCOME

	For the Year Ended December 31, 2019
	Ventas, Inc.				Ventas Realty				Ventas Subsidiaries				Consolidated Elimination				Consolidated
	(In thousands)
Revenues
Rental income	$	1,074			$	142,562			$	1,466,240			$	—			$	1,609,876
Resident fees and services	—				—				2,151,533				—				2,151,533
Office building and other services revenues	—				—				11,156				—				11,156
Income from loans and investments	2,812				—				86,389				—				89,201
Equity earnings in affiliates	362,143				—				(2,469		)		(359,674		)		—
Interest and other income	214				192				10,578				—				10,984
Total revenues	366,243				142,754				3,723,427				(359,674		)		3,872,750
Expenses
Interest	(87,222		)		323,860				215,024				—				451,662
Depreciation and amortization	5,686				5,410				1,034,524				—				1,045,620
Property-level operating expenses	—				578				1,807,630				—				1,808,208
Office building services costs	—				—				2,319				—				2,319
General, administrative and professional fees	6,512				17,958				141,526				—				165,996
Loss on extinguishment of debt, net	—				41,875				25				—				41,900
Merger-related expenses and deal costs	7,170				—				8,065				—				15,235
Other	2,077				2				(19,688		)		—				(17,609		)
Total expenses	(65,777		)		389,683				3,189,425				—				3,513,331
Income (loss) before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests	432,020				(246,929		)		534,002				(359,674		)		359,419
Loss from unconsolidated entities	—				—				(2,454		)		—				(2,454		)
Gain on real estate dispositions	930				88				25,004				—				26,022
Income tax benefit	66				—				56,244				—				56,310
Income (loss) from continuing operations	433,016				(246,841		)		612,796				(359,674		)		439,297
Net income (loss)	433,016				(246,841		)		612,796				(359,674		)		439,297
Net income attributable to noncontrolling interests	—				—				6,281				—				6,281
Net income (loss) attributable to common stockholders	$	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, 2018
	Ventas, Inc.				Ventas Realty				Ventas Subsidiaries				Consolidated Elimination				Consolidated
	(In thousands)
Revenues
Rental income	$	1,407			$	139,043			$	1,373,357			$	—			$	1,513,807
Resident fees and services	—				—				2,069,477				—				2,069,477
Office building and other services revenues	—				—				13,416				—				13,416
Income from loans and investments	1,640				—				122,578				—				124,218
Equity earnings in affiliates	308,764				—				(2,696		)		(306,068		)		—
Interest and other income	23,802				19				1,071				—				24,892
Total revenues	335,613				139,062				3,577,203				(306,068		)		3,745,810
Expenses
Interest	(98,411		)		327,898				213,010				—				442,497
Depreciation and amortization	5,425				5,680				908,534				—				919,639
Property-level operating expenses	—				283				1,689,597				—				1,689,880
Office building services costs	—				—				1,418				—				1,418
General, administrative and professional fees	(2,866		)		18,845				136,003				—				151,982
Loss on extinguishment of debt, net	355				55,910				1,989				—				58,254
Merger-related expenses and deal costs	25,880				—				4,667				—				30,547
Other	4,881				3				61,884				—				66,768
Total expenses	(64,736		)		408,619				3,017,102				—				3,360,985
Income (loss) before unconsolidated entities, real estate dispositions, income taxes, discontinued operations and noncontrolling interests	400,349				(269,557		)		560,101				(306,068		)		384,825
Loss from unconsolidated entities	—				—				(55,034		)		—				(55,034		)
Gain on real estate dispositions	6,653				—				39,594				—				46,247
Income tax benefit	2,475				—				37,478				—				39,953
Income (loss) from continuing operations	409,477				(269,557		)		582,139				(306,068		)		415,991
Discontinued operations	(10		)		—				—				—				(10		)
Net income (loss)	409,467				(269,557		)		582,139				(306,068		)		415,981
Net income attributable to noncontrolling interests	—				—				6,514				—				6,514
Net income (loss) attributable to common stockholders	$	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 investments	1,236				—				116,372				—				117,608
Equity earnings in affiliates	1,260,665				—				5,086				(1,265,751		)		—
Interest and other income	5,388				—				646				—				6,034
Total revenues	1,269,672				178,165				3,392,063				(1,265,751		)		3,574,149
Expenses
Interest	(101,385		)		319,632				229,949				—				448,196
Depreciation and amortization	5,483				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 fees	2,040				16,976				116,474				—				135,490
Loss (gain) on extinguishment of debt, net	—				942				(188		)		—				754
Merger-related expenses and deal costs	9,796				—				739				—				10,535
Other	2,247				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 interests	1,351,491				(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 benefit	5,089				—				54,710				—				59,799
Income from continuing operations	1,356,580				508,582				761,811				(1,265,751		)		1,361,222
Discontinued operations	(110		)		—				—				—				(110		)
Net income	1,356,470				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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

	For the Year Ended December 31, 2019
	Ventas, Inc.				Ventas Realty				Ventas Subsidiaries				Consolidated Elimination				Consolidated
	(In thousands)
Net income (loss)	$	433,016			$	(246,841	)		$	612,796			$	(359,674	)		$	439,297
Other comprehensive loss:
Foreign currency translation	—				—				5,729				—				5,729
Unrealized gain on available for sale securities	—				—				11,634				—				11,634
Derivative instruments	—				—				(30,814		)		—				(30,814		)
Total other comprehensive loss	—				—				(13,451		)		—				(13,451		)
Comprehensive income (loss)	433,016				(246,841		)		599,345				(359,674		)		425,846
Comprehensive income attributable to noncontrolling interests	—				—				7,649				—				7,649
Comprehensive income (loss) attributable to common stockholders	$	433,016			$	(246,841	)		$	591,696			$	(359,674	)		$	418,197

	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, 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 income	1,356,470				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 disposals	147,546				—				309				—				147,855
Proceeds from loans receivable	60				—				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 debt	225,407				525,608				(751,015		)		—				—
Payment of deferred financing costs	—				(16,348		)		(5,055		)		—				(21,403		)
Issuance of common stock, net	942,085				—				—				—				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 exercises	36,179				—				—				—				36,179
Other	(8,502		)		—				(17		)		—				(8,519		)
Net cash provided by (used in) financing activities	37,449				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 translation	12,786				—				(11,306		)		—				1,480
Cash, cash equivalents and restricted cash at beginning of period	10,681				128				120,655				—				131,464
Cash, cash equivalents and restricted cash at end of period	$	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, 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 disposals	353,792				—				—				—				353,792
Proceeds from loans receivable	1,490				—				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 activities	85,068				(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 debt	1,468,811				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 exercises	8,762				—				—				—				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 period	46,945				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 disposals	859,587					—				287				—				859,874
Proceeds from loans receivable	47					—				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 activities	219,649					(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 debt	1,003,315					(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, net	73,596					—				—				—				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 exercises	16,287					—				—				—				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 translation	28,442					—				(27,861		)		—				581
Cash, cash equivalents and restricted cash at beginning of period	207,789					1,504				158,061				—				367,354
Cash, cash equivalents and restricted cash at end of period	$	46,945				$	128			$	141,180			$	—			$	188,253

VENTAS, INC.

SCHEDULE II

VALUATION AND QUALIFYING ACCOUNTS

Allowance Accounts						Additions						Deductions
		(In thousands)
Year Ended December 31,		Balance at Beginning of Year				Charged to Earnings			Acquired Properties			Uncollectible Accounts Written-off			Disposed Properties			Balance at End of Year
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		$	11,637			7,207			—			(3,237	)		(443	)		$	15,164
Straight-line rent receivable allowance		$	109,836			8,540			—			—			(612	)		$	117,764
		$	121,473			15,747			—			(3,237	)		(1,055	)		$	132,928

(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,
	2019				2018				2017
	(In thousands)
Reconciliation of real estate:
Carrying cost:
Balance at beginning of period	$	24,973,983			$	24,712,478			$	23,859,816
Additions during period:
Acquisitions	1,941,016				318,895				702,501
Capital expenditures	563,706				446,490				453,829
Deductions during period:
Foreign currency translation	107,508				(105,192		)		93,490
Other(1)	(460,490		)		(398,688		)		(397,158		)
Balance at end of period	$	27,125,723			$	24,973,983			$	24,712,478
Accumulated depreciation:
Balance at beginning of period	$	5,492,310			$	4,802,917			$	4,208,010
Additions during period:
Depreciation expense	828,954				791,882				760,314
Dispositions:
Sales and/or transfers to assets held for sale	(136,093		)		(84,819		)		(176,918		)
Foreign currency translation	12,755				(17,670		)		11,511
Balance at end of period	$	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, 2019

(Dollars in thousands)

	Location					Initial Cost to Company									Gross Amount Carried at Close of Period
Property Name	City	State / Province	Encumbrances			Land and Improvements			Buildings and Improvements			Costs Capitalized Subsequent to Acquisition****1			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 Arizona	Tucson	AZ	$	—		$	770		$	25,589		$	—		$	770		$	25,589		$	26,359		$	6,388		$	19,971		1992	2011	35 years
Kindred Hospital - Brea	Brea	CA	—			3,144			2,611			—			3,144			2,611			5,755			1,605			4,150			1990	1995	40 years
Kindred Hospital - Ontario	Ontario	CA	—			523			2,988			—			523			2,988			3,511			3,228			283			1950	1994	25 years
Kindred Hospital - San Diego	San Diego	CA	—			670			11,764			—			670			11,764			12,434			11,942			492			1965	1994	25 years
Kindred Hospital - San Francisco Bay Area	San Leandro	CA	—			2,735			5,870			—			2,735			5,870			8,605			6,187			2,418			1962	1993	25 years
Tustin Rehabilitation Hospital	Tustin	CA	—			2,810			25,248			—			2,810			25,248			28,058			6,424			21,634			1991	2011	35 years
Kindred Hospital - Westminster	Westminster	CA	—			727			7,384			—			727			7,384			8,111			7,562			549			1973	1993	20 years
Kindred Hospital - Denver	Denver	CO	—			896			6,367			—			896			6,367			7,263			6,712			551			1963	1994	20 years
Kindred Hospital - South Florida - Coral Gables	Coral Gables	FL	—			1,071			5,348			(1,000		)	71			5,348			5,419			5,196			223			1956	1992	30 years
Kindred Hospital - South Florida Ft. Lauderdale	Fort Lauderdale	FL	—			1,758			14,080			—			1,758			14,080			15,838			14,154			1,684			1969	1989	30 years
Kindred Hospital - North Florida	Green Cove Springs	FL	—			145			4,613			—			145			4,613			4,758			4,683			75			1956	1994	20 years
Kindred Hospital - South Florida - Hollywood	Hollywood	FL	—			605			5,229			—			605			5,229			5,834			5,234			600			1937	1995	20 years
Kindred Hospital - Bay Area St. Petersburg	St. Petersburg	FL	—			1,401			16,706			—			1,401			16,706			18,107			15,050			3,057			1968	1997	40 years
Kindred Hospital - Central Tampa	Tampa	FL	—			2,732			7,676			—			2,732			7,676			10,408			5,647			4,761			1970	1993	40 years
Kindred Hospital - Chicago (North Campus)	Chicago	IL	—			1,583			19,980			—			1,583			19,980			21,563			20,004			1,559			1949	1995	25 years
Kindred - Chicago - Lakeshore	Chicago	IL	—			1,513			9,525			—			1,513			9,525			11,038			9,480			1,558			1995	1976	20 years
Kindred Hospital - Chicago (Northlake Campus)	Northlake	IL	—			850			6,498			—			850			6,498			7,348			6,552			796			1960	1991	30 years
Kindred Hospital - Sycamore	Sycamore	IL	—			77			8,549			—			77			8,549			8,626			8,403			223			1949	1993	20 years
Kindred Hospital - Indianapolis	Indianapolis	IN	—			985			3,801			—			985			3,801			4,786			3,775			1,011			1955	1993	30 years
Kindred Hospital - Louisville	Louisville	KY	—			3,041			12,279			—			3,041			12,279			15,320			12,580			2,740			1964	1995	20 years
Kindred Hospital - St. Louis	St. Louis	MO	—			1,126			2,087			—			1,126			2,087			3,213			2,020			1,193			1984	1991	40 years
Kindred Hospital - Las Vegas (Sahara)	Las Vegas	NV	—			1,110			2,177			—			1,110			2,177			3,287			1,543			1,744			1980	1994	40 years
Lovelace Rehabilitation Hospital	Albuquerque	NM	—			401			17,796			1,068			401			18,864			19,265			2,646			16,619			1989	2015	36 years
Kindred Hospital - Albuquerque	Albuquerque	NM	—			11			4,253			—			11			4,253			4,264			3,125			1,139			1985	1993	40 years
Kindred Hospital - Greensboro	Greensboro	NC	—			1,010			7,586			—			1,010			7,586			8,596			7,758			838			1964	1994	20 years
University Hospitals Rehabilitation Hospital	Beachwood	OH	—			1,800			16,444			—			1,800			16,444			18,244			3,176			15,068			2013	2013	35 years

	Location					Initial Cost to Company									Gross Amount Carried at Close of Period
Property Name	City	State / Province	Encumbrances			Land and Improvements			Buildings and Improvements			Costs Capitalized Subsequent to Acquisition****1			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 - Philadelphia	Philadelphia	PA	—			135			5,223			—			135			5,223			5,358			3,807			1,551			1960	1995	35 years
Kindred Hospital - Chattanooga	Chattanooga	TN	—			756			4,415			—			756			4,415			5,171			4,288			883			1975	1993	22 years
Ardent Harrington Cancer Center	Amarillo	TX	—			974			7,752			—			974			7,752			8,726			—			8,726			CIP	CIP	CIP
Rehabilitation Hospital of Dallas	Dallas	TX	—			2,318			38,702			—			2,318			38,702			41,020			6,054			34,966			2009	2015	35 years
Baylor Institute for Rehabilitation - Ft. Worth TX	Fort Worth	TX	—			2,071			16,018			—			2,071			16,018			18,089			2,719			15,370			2008	2015	35 years
Kindred Hospital - Tarrant County (Fort Worth Southwest)	Fort Worth	TX	—			2,342			7,458			—			2,342			7,458			9,800			7,507			2,293			1987	1986	20 years
Rehabilitation Hospital The Vintage	Houston	TX	—			1,838			34,832			—			1,838			34,832			36,670			5,714			30,956			2012	2015	35 years
Kindred Hospital (Houston Northwest)	Houston	TX	—			1,699			6,788			—			1,699			6,788			8,487			6,080			2,407			1986	1985	40 years
Kindred Hospital - Houston	Houston	TX	—			33			7,062			—			33			7,062			7,095			6,726			369			1972	1994	20 years
Kindred Hospital - Mansfield	Mansfield	TX	—			267			2,462			—			267			2,462			2,729			2,127			602			1983	1990	40 years
Select Rehabilitation - San Antonio TX	San Antonio	TX	—			1,859			18,301			—			1,859			18,301			20,160			3,046			17,114			2010	2015	35 years
Kindred Hospital - San Antonio	San Antonio	TX	—			249			11,413			—			249			11,413			11,662			10,236			1,426			1981	1993	30 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 Rehabilitation	Englewood	CO	—			241			2,180			194			241			2,374			2,615			2,161			454			1960	1995	30 years
Brookdale Lisle SNF	Lisle	IL	—			730			9,270			711			910			9,801			10,711			3,363			7,348			1990	2009	35 years
Lopatcong Center	Phillipsburg	NJ	—			1,490			12,336			—			1,490			12,336			13,826			6,815			7,011			1982	2004	30 years
The Belvedere	Chester	PA	—			822			7,203			—			822			7,203			8,025			3,970			4,055			1899	2004	30 years
Pennsburg Manor	Pennsburg	PA	—			1,091			7,871			—			1,091			7,871			8,962			4,384			4,578			1982	2004	30 years
Chapel Manor	Philadelphia	PA	—			1,595			13,982			1,358			1,595			15,340			16,935			9,036			7,899			1948	2004	30 years
Wayne Center	Strafford	PA	—			662			6,872			850			662			7,722			8,384			4,616			3,768			1897	2004	30 years
Everett Rehabilitation & Care	Everett	WA	—			2,750			27,337			—			2,750			27,337			30,087			7,058			23,029			1995	2011	35 years
Beacon Hill Rehabilitation	Longview	WA	—			145			2,563			171			145			2,734			2,879			2,589			290			1955	1992	29 years
Columbia Crest Care & Rehabilitation Center	Moses Lake	WA	—			660			17,439			—			660			17,439			18,099			4,575			13,524			1972	2011	35 years
Lake Ridge Solana Alzheimer's Care Center	Moses Lake	WA	—			660			8,866			—			660			8,866			9,526			2,408			7,118			1988	2011	35 years
Rainier Rehabilitation	Puyallup	WA	—			520			4,780			305			520			5,085			5,605			3,676			1,929			1986	1991	40 years
Logan Center	Logan	WV	—			300			12,959			—			300			12,959			13,259			3,344			9,915			1987	2011	35 years
Ravenswood Healthcare Center	Ravenswood	WV	—			320			12,710			—			320			12,710			13,030			3,293			9,737			1987	2011	35 years
Valley Center	South Charleston	WV	—			750			24,115			—			750			24,115			24,865			6,302			18,563			1987	2011	35 years
White Sulphur	White Sulphur Springs	WV	—			250			13,055			—			250			13,055			13,305			3,401			9,904			1987	2011	35 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 Downtown	Albuquerque	NM	—			9,840			154,017			9,763			9,928			163,692			173,620			24,502			149,118			1968	2015	33.5 years
Lovelace Westside Hospital	Albuquerque	NM	—			10,107			13,576			2,133			10,107			15,709			25,816			5,451			20,365			1984	2015	20 years

	Location					Initial Cost to Company									Gross Amount Carried at Close of Period
Property Name	City	State / Province	Encumbrances			Land and Improvements			Buildings and Improvements			Costs Capitalized Subsequent to Acquisition****1			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 Hospital	Albuquerque	NM	—			7,236			175,142			20,075			7,236			195,217			202,453			19,417			183,036			1983	2015	47 years
Roswell Regional Hospital	Roswell	NM	—			2,560			41,125			2,186			2,560			43,311			45,871			4,662			41,209			2007	2015	47 years
Hillcrest Hospital Claremore	Claremore	OK	—			3,623			23,864			638			3,623			24,502			28,125			3,296			24,829			1955	2015	40 years
Bailey Medical Center	Owasso	OK	—			4,964			7,059			155			4,964			7,214			12,178			1,484			10,694			2006	2015	32.5 years
Hillcrest Medical Center	Tulsa	OK	—			28,319			215,959			12,718			28,319			228,677			256,996			32,698			224,298			1928	2015	34 years
Hillcrest Hospital South	Tulsa	OK	—			17,026			112,231			1,016			17,026			113,247			130,273			13,703			116,570			1999	2015	40 years
SouthCreek Medical Plaza	Tulsa	OK	—			2,943			17,860			599			2,943			18,459			21,402			819			20,583			2003	2018	35 years
Baptist St. Anthony's Hospital	Amarillo	TX	—			13,779			357,733			26,812			13,015			385,309			398,324			39,473			358,851			1967	2015	44.5 years
Spire Hull and East Riding Hospital	Anlaby	HUL	—			3,194			81,613			(12,561		)	2,721			69,525			72,246			8,167			64,079			2010	2014	50 years
Spire Fylde Coast Hospital	Blackpool	LAN	—			2,446			28,896			(4,642		)	2,084			24,616			26,700			2,934			23,766			1980	2014	50 years
Spire Clare Park Hospital	Farnham	SUR	—			6,263			26,119			(4,797		)	5,335			22,250			27,585			2,757			24,828			2009	2014	50 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 Road	Chandler	AZ	—			2,000			6,538			178			2,000			6,716			8,716			1,836			6,880			1998	2011	35 years
Brookdale Springs Mesa	Mesa	AZ	—			2,747			24,918			1,401			2,751			26,315			29,066			12,087			16,979			1986	2005	35 years
Brookdale East Arbor	Mesa	AZ	—			655			6,998			196			711			7,138			7,849			3,377			4,472			1998	2005	35 years
Brookdale Oro Valley	Oro Valley	AZ	—			666			6,169			—			666			6,169			6,835			2,966			3,869			1998	2005	35 years
Brookdale Peoria	Peoria	AZ	—			598			4,872			670			650			5,490			6,140			2,346			3,794			1998	2005	35 years
Brookdale Tempe	Tempe	AZ	—			611			4,066			150			611			4,216			4,827			1,960			2,867			1997	2005	35 years
Brookdale East Tucson	Tucson	AZ	—			506			4,745			50			556			4,745			5,301			2,282			3,019			1998	2005	35 years
Brookdale Anaheim	Anaheim	CA	—			2,464			7,908			95			2,464			8,003			10,467			3,598			6,869			1977	2005	35 years
Brookdale Redwood City	Redwood City	CA	—			7,669			66,691			422			7,719			67,063			74,782			32,460			42,322			1988	2005	35 years
Brookdale San Jose	San Jose	CA	—			6,240			66,329			14,386			6,250			80,705			86,955			34,064			52,891			1987	2005	35 years
Brookdale San Marcos	San Marcos	CA	—			4,288			36,204			235			4,314			36,413			40,727			17,723			23,004			1987	2005	35 years
Brookdale Tracy	Tracy	CA	—			1,110			13,296			521			1,110			13,817			14,927			5,758			9,169			1986	2005	35 years
Brookdale Boulder Creek	Boulder	CO	—			1,290			20,683			402			1,414			20,961			22,375			5,489			16,886			1985	2011	35 years
Brookdale Vista Grande	Colorado Springs	CO	—			715			9,279			—			715			9,279			9,994			4,462			5,532			1997	2005	35 years
Brookdale El Camino	Pueblo	CO	—			840			9,403			76			874			9,445			10,319			4,523			5,796			1997	2005	35 years
Brookdale Farmington	Farmington	CT	—			3,995			36,310			492			4,016			36,781			40,797			17,572			23,225			1984	2005	35 years
Brookdale South Windsor	South Windsor	CT	—			2,187			12,682			88			2,198			12,759			14,957			5,726			9,231			1999	2004	35 years
Brookdale Chatfield	West Hartford	CT	—			2,493			22,833			23,667			2,493			46,500			48,993			13,584			35,409			1989	2005	35 years
Brookdale Bonita Springs	Bonita Springs	FL	—			1,540			10,783			726			1,594			11,455			13,049			5,185			7,864			1989	2005	35 years
Brookdale West Boynton Beach	Boynton Beach	FL	—			2,317			16,218			903			2,347			17,091			19,438			7,572			11,866			1999	2005	35 years
Brookdale Deer Creek AL/MC	Deerfield Beach	FL	—			1,399			9,791			18			1,399			9,809			11,208			4,850			6,358			1999	2005	35 years
Brookdale Fort Myers The Colony	Fort Myers	FL	—			1,510			7,862			390			1,510			8,252			9,762			2,059			7,703			1996	2011	35 years
Brookdale Avondale	Jacksonville	FL	—			860			16,745			140			860			16,885			17,745			4,256			13,489			1997	2011	35 years

	Location					Initial Cost to Company									Gross Amount Carried at Close of Period
Property Name	City	State / Province	Encumbrances			Land and Improvements			Buildings and Improvements			Costs Capitalized Subsequent to Acquisition****1			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 Point	Jacksonville	FL	—			1,300			9,659			567			1,300			10,226			11,526			2,493			9,033			1997	2011	35 years
Brookdale Jensen Beach	Jensen Beach	FL	—			1,831			12,820			639			1,831			13,459			15,290			6,113			9,177			1999	2005	35 years
Brookdale Ormond Beach West	Ormond Beach	FL	—			1,660			9,738			27			1,660			9,765			11,425			2,530			8,895			1997	2011	35 years
Brookdale Palm Coast	Palm Coast	FL	—			470			9,187			—			470			9,187			9,657			2,399			7,258			1997	2011	35 years
Brookdale Pensacola	Pensacola	FL	—			633			6,087			11			633			6,098			6,731			2,929			3,802			1998	2005	35 years
Brookdale Rotonda	Rotonda West	FL	—			1,740			4,331			170			1,740			4,501			6,241			1,348			4,893			1997	2011	35 years
Brookdale Centre Pointe Boulevard	Tallahassee	FL	—			667			6,168			—			667			6,168			6,835			2,966			3,869			1998	2005	35 years
Brookdale Tavares	Tavares	FL	—			280			15,980			—			280			15,980			16,260			4,058			12,202			1997	2011	35 years
Brookdale West Melbourne MC	West Melbourne	FL	—			586			5,481			—			586			5,481			6,067			2,635			3,432			2000	2005	35 years
Brookdale West Palm Beach	West Palm Beach	FL	—			3,758			33,072			1,277			3,935			34,172			38,107			16,151			21,956			1990	2005	35 years
Brookdale Winter Haven MC	Winter Haven	FL	—			232			3,006			—			232			3,006			3,238			1,445			1,793			1997	2005	35 years
Brookdale Winter Haven AL	Winter Haven	FL	—			438			5,549			133			438			5,682			6,120			2,668			3,452			1997	2005	35 years
Brookdale Twin Falls	Twin Falls	ID	—			703			6,153			1,065			718			7,203			7,921			2,961			4,960			1997	2005	35 years
Brookdale Lake Shore Drive	Chicago	IL	—			11,057			107,517			6,336			11,089			113,821			124,910			53,755			71,155			1990	2005	35 years
Brookdale Lake View	Chicago	IL	—			3,072			26,668			—			3,072			26,668			29,740			12,980			16,760			1950	2005	35 years
Brookdale Des Plaines	Des Plaines	IL	—			6,871			60,165			(41		)	6,805			60,190			66,995			29,257			37,738			1993	2005	35 years
Brookdale Hoffman Estates	Hoffman Estates	IL	—			3,886			44,130			3,848			4,273			47,591			51,864			20,890			30,974			1987	2005	35 years
Brookdale Lisle IL/AL	Lisle	IL	33,000			7,953			70,400			—			7,953			70,400			78,353			34,170			44,183			1990	2005	35 years
Brookdale Northbrook	Northbrook	IL	—			1,988			39,762			652			2,076			40,326			42,402			18,346			24,056			1999	2004	35 years
Brookdale Hawthorn Lakes IL/AL	Vernon Hills	IL	—			4,439			35,044			624			4,480			35,627			40,107			17,362			22,745			1987	2005	35 years
Brookdale Hawthorn Lakes AL	Vernon Hills	IL	—			1,147			10,041			401			1,175			10,414			11,589			4,885			6,704			1999	2005	35 years
Brookdale Richmond	Richmond	IN	—			495			4,124			342			555			4,406			4,961			1,992			2,969			1998	2005	35 years
Brookdale Derby	Derby	KS	—			440			4,422			—			440			4,422			4,862			1,169			3,693			1994	2011	35 years
Brookdale Leawood State Line	Leawood	KS	—			117			5,127			224			117			5,351			5,468			2,472			2,996			2000	2005	35 years
Brookdale Salina Fairdale	Salina	KS	—			300			5,657			150			353			5,754			6,107			1,496			4,611			1996	2011	35 years
Brookdale Topeka	Topeka	KS	—			370			6,825			—			370			6,825			7,195			3,282			3,913			2000	2005	35 years
Brookdale Cushing Park	Framingham	MA	—			5,819			33,361			2,907			5,872			36,215			42,087			15,942			26,145			1999	2004	35 years
Brookdale Cape Cod	Hyannis	MA	—			1,277			9,063			237			1,277			9,300			10,577			3,889			6,688			1999	2005	35 years
Brookdale Quincy Bay	Quincy	MA	—			6,101			57,862			3,566			6,216			61,313			67,529			27,935			39,594			1986	2005	35 years
Brookdale Delta MC	Delta Township	MI	—			730			11,471			119			730			11,590			12,320			2,956			9,364			1998	2011	35 years
Brookdale Delta AL	Delta Township	MI	—			820			3,313			30			820			3,343			4,163			1,191			2,972			1998	2011	35 years
Brookdale Farmington Hills North	Farmington Hills	MI	—			580			10,497			91			580			10,588			11,168			3,014			8,154			1994	2011	35 years
Brookdale Farmington Hills North II	Farmington Hills	MI	—			700			10,246			—			700			10,246			10,946			3,052			7,894			1994	2011	35 years
Brookdale Meridian AL	Haslett	MI	—			1,340			6,134			288			1,367			6,395			7,762			1,715			6,047			1998	2011	35 years
Brookdale Grand Blanc MC	Holly	MI	—			450			12,373			105			450			12,478			12,928			3,191			9,737			1998	2011	35 years

	Location					Initial Cost to Company									Gross Amount Carried at Close of Period
Property Name	City	State / Province	Encumbrances			Land and Improvements			Buildings and Improvements			Costs Capitalized Subsequent to Acquisition****1			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 AL	Holly	MI	—			620			14,627			—			620			14,627			15,247			3,789			11,458			1998	2011	35 years

	Location				Initial Cost to Company						Gross Amount Carried at Close of Period
Property Name	City	State / Province	Encumbrances		Land and Improvements		Buildings and Improvements		Costs Capitalized Subsequent to Acquisition****1		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 Northville	Northville	MI	—		407		6,068		149		407		6,217		6,624		2,920		3,704		1996	2005	35 years
Brookdale Troy MC	Troy	MI	—		630		17,178		—		630		17,178		17,808		4,398		13,410		1998	2011	35 years
Brookdale Troy AL	Troy	MI	—		950		12,503		270		950		12,773		13,723		3,391		10,332		1998	2011	35 years
Brookdale Utica AL	Utica	MI	—		1,142		11,808		624		1,142		12,432		13,574		5,689		7,885		1996	2005	35 years
Brookdale Utica MC	Utica	MI	—		700		8,657		334		700		8,991		9,691		2,375		7,316		1995	2011	35 years
Brookdale Eden Prairie	Eden Prairie	MN	—		301		6,228		763		332		6,960		7,292		2,997		4,295		1998	2005	35 years
Brookdale Faribault	Faribault	MN	—		530		1,085		—		530		1,085		1,615		344		1,271		1997	2011	35 years
Brookdale Inver Grove Heights	Inver Grove Heights	MN	—		253		2,655		—		253		2,655		2,908		1,277		1,631		1997	2005	35 years
Brookdale Mankato	Mankato	MN	—		490		410		—		490		410		900		239		661		1996	2011	35 years
Brookdale Edina	Minneapolis	MN	15,040		3,621		33,141		22,975		3,621		56,116		59,737		19,375		40,362		1998	2005	35 years
Brookdale North Oaks	North Oaks	MN	—		1,057		8,296		979		1,122		9,210		10,332		3,992		6,340		1998	2005	35 years
Brookdale Plymouth	Plymouth	MN	—		679		8,675		583		679		9,258		9,937		4,172		5,765		1998	2005	35 years
Brookdale Willmar	Wilmar	MN	—		470		4,833		—		470		4,833		5,303		1,254		4,049		1997	2011	35 years
Brookdale Winona	Winona	MN	—		800		1,390		—		800		1,390		2,190		724		1,466		1997	2011	35 years
Brookdale West County	Ballwin	MO	—		3,100		35,074		177		3,113		35,238		38,351		6,142		32,209		2012	2014	35 years
Brookdale Evesham	Voorhees Township	NJ	—		3,158		29,909		125		3,158		30,034		33,192		14,389		18,803		1987	2005	35 years
Brookdale Westampton	Westampton	NJ	—		881		4,741		829		881		5,570		6,451		2,302		4,149		1997	2005	35 years
Brookdale Santa Fe	Santa Fe	NM	—		—		28,178		—		—		28,178		28,178		13,333		14,845		1986	2005	35 years
Brookdale Kenmore	Buffalo	NY	—		1,487		15,170		752		1,487		15,922		17,409		7,294		10,115		1995	2005	35 years
Brookdale Clinton IL	Clinton	NY	—		947		7,528		604		961		8,118		9,079		3,637		5,442		1991	2005	35 years
Brookdale Manlius	Manlius	NY	—		890		28,237		303		190		29,240		29,430		7,183		22,247		1994	2011	35 years
Brookdale Pittsford	Pittsford	NY	—		611		4,066		16		611		4,082		4,693		1,958		2,735		1997	2005	35 years
Brookdale East Niskayuna	Schenectady	NY	—		1,021		8,333		715		1,021		9,048		10,069		4,019		6,050		1997	2005	35 years
Brookdale Niskayuna	Schenectady	NY	—		1,884		16,103		30		1,884		16,133		18,017		7,744		10,273		1996	2005	35 years
Brookdale Summerfield	Syracuse	NY	—		1,132		11,434		278		1,246		11,598		12,844		5,499		7,345		1991	2005	35 years
Brookdale Williamsville	Williamsville	NY	—		839		3,841		60		839		3,901		4,740		1,854		2,886		1997	2005	35 years
Brookdale Cary	Cary	NC	—		724		6,466		—		724		6,466		7,190		3,109		4,081		1997	2005	35 years
Brookdale Falling Creek	Hickory	NC	—		330		10,981		—		330		10,981		11,311		2,827		8,484		1997	2011	35 years
Brookdale Winston-Salem	Winston-Salem	NC	—		368		3,497		249		368		3,746		4,114		1,682		2,432		1997	2005	35 years
Brookdale Alliance	Alliance	OH	—		392		6,283		49		435		6,289		6,724		3,022		3,702		1998	2005	35 years
Brookdale Austintown	Austintown	OH	—		151		3,087		672		181		3,729		3,910		1,485		2,425		1999	2005	35 years
Brookdale Barberton	Barberton	OH	—		440		10,884		—		440		10,884		11,324		2,803		8,521		1997	2011	35 years
Brookdale Beavercreek	Beavercreek	OH	—		587		5,381		—		587		5,381		5,968		2,588		3,380		1998	2005	35 years
Brookdale Centennial Park	Clayton	OH	—		630		6,477		—		630		6,477		7,107		1,733		5,374		1997	2011	35 years
Brookdale Westerville	Columbus	OH	—		267		3,600		—		267		3,600		3,867		1,731		2,136		1999	2005	35 years
Brookdale Greenville AL/MC	Greenville	OH	—		490		4,144		55		545		4,144		4,689		1,246		3,443		1997	2011	35 years
Brookdale Salem AL (OH)	Salem	OH	—		634		4,659		—		634		4,659		5,293		2,240		3,053		1998	2005	35 years
Brookdale Springdale	Springdale	OH	—		1,140		9,134		144		1,228		9,190		10,418		2,382		8,036		1997	2011	35 years

	Location				Initial Cost to Company						Gross Amount Carried at Close of Period
Property Name	City	State / Province	Encumbrances		Land and Improvements		Buildings and Improvements		Costs Capitalized Subsequent to Acquisition****1		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 South	Bartlesville	OK	—		250		10,529		35		285		10,529		10,814		2,686		8,128		1997	2011	35 years
Brookdale Broken Arrow	Broken Arrow	OK	—		940		6,312		6,435		1,898		11,789		13,687		3,378		10,309		1996	2011	35 years
Brookdale Forest Grove	Forest Grove	OR	—		2,320		9,633		—		2,320		9,633		11,953		2,701		9,252		1994	2011	35 years
Brookdale Mt. Hood	Gresham	OR	—		2,410		9,093		(1,986	)	319		9,198		9,517		2,556		6,961		1988	2011	35 years
Brookdale McMinnville Town Center	McMinnville	OR	457		1,230		7,561		—		1,230		7,561		8,791		2,334		6,457		1989	2011	35 years
Brookdale Denton North	Denton	TX	—		1,750		6,712		43		1,750		6,755		8,505		1,768		6,737		1996	2011	35 years
Brookdale Ennis	Ennis	TX	—		460		3,284		—		460		3,284		3,744		926		2,818		1996	2011	35 years
Brookdale Kerrville	Kerrville	TX	—		460		8,548		120		460		8,668		9,128		2,205		6,923		1997	2011	35 years
Brookdale Medical Center Whitby	San Antonio	TX	—		1,400		10,051		—		1,400		10,051		11,451		2,616		8,835		1997	2011	35 years
Brookdale Western Hills	Temple	TX	—		330		5,081		177		330		5,258		5,588		1,377		4,211		1997	2011	35 years
Brookdale Salem AL (VA)	Salem	VA	—		1,900		16,219		—		1,900		16,219		18,119		7,630		10,489		1998	2011	35 years
Brookdale Alderwood	Lynnwood	WA	—		1,219		9,573		58		1,239		9,611		10,850		4,607		6,243		1999	2005	35 years
Brookdale Puyallup South	Puyallup	WA	—		1,055		8,298		—		1,055		8,298		9,353		3,990		5,363		1998	2005	35 years
Brookdale Richland	Richland	WA	—		960		23,270		365		960		23,635		24,595		6,129		18,466		1990	2011	35 years
Brookdale Park Place	Spokane	WA	—		1,622		12,895		345		1,622		13,240		14,862		6,362		8,500		1915	2005	35 years
Brookdale Allenmore AL	Tacoma	WA	—		620		16,186		947		671		17,082		17,753		4,224		13,529		1997	2011	35 years
Brookdale Allenmore - IL	Tacoma	WA	—		1,710		3,326		(622	)	307		4,107		4,414		1,330		3,084		1988	2011	35 years
Brookdale Yakima	Yakima	WA	—		860		15,276		119		891		15,364		16,255		4,028		12,227		1998	2011	35 years
Brookdale Kenosha	Kenosha	WI	—		551		5,431		3,297		608		8,671		9,279		3,530		5,749		2000	2005	35 years
Brookdale LaCrosse MC	La Crosse	WI	—		621		4,056		1,126		621		5,182		5,803		2,317		3,486		2004	2005	35 years
Brookdale LaCrosse AL	La Crosse	WI	—		644		5,831		2,637		644		8,468		9,112		3,662		5,450		1998	2005	35 years
Brookdale Middleton Century Ave	Middleton	WI	—		360		5,041		—		360		5,041		5,401		1,313		4,088		1997	2011	35 years
Brookdale Onalaska	Onalaska	WI	—		250		4,949		—		250		4,949		5,199		1,282		3,917		1995	2011	35 years
Brookdale Sun Prairie	Sun Prairie	WI	—		350		1,131		—		350		1,131		1,481		355		1,126		1994	2011	35 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 Chandler	Chandler	AZ	—		4,344		14,455		1,293		4,459		15,633		20,092		4,200		15,892		2007	2012	35 years
Sunrise of Scottsdale	Scottsdale	AZ	—		2,229		27,575		1,046		2,255		28,595		30,850		10,733		20,117		2007	2007	35 years
Sunrise at River Road	Tucson	AZ	—		2,971		12,399		806		3,000		13,176		16,176		3,327		12,849		2008	2012	35 years
Sunrise at La Costa	Carlsbad	CA	—		4,890		20,590		1,970		5,030		22,420		27,450		8,896		18,554		1999	2007	35 years
Sunrise of Carmichael	Carmichael	CA	—		1,269		14,598		1,065		1,291		15,641		16,932		3,971		12,961		2009	2012	35 years
Sunrise of Fair Oaks	Fair Oaks	CA	—		1,456		23,679		2,730		2,515		25,350		27,865		9,708		18,157		2001	2007	35 years
Sunrise of Mission Viejo	Mission Viejo	CA	—		3,802		24,560		2,158		3,889		26,631		30,520		10,243		20,277		1998	2007	35 years
Sunrise at Canyon Crest	Riverside	CA	—		5,486		19,658		2,479		5,745		21,878		27,623		8,608		19,015		2006	2007	35 years
Sunrise of Rocklin	Rocklin	CA	—		1,378		23,565		1,817		1,525		25,235		26,760		9,543		17,217		2007	2007	35 years
Sunrise of San Mateo	San Mateo	CA	—		2,682		35,335		3,325		2,742		38,600		41,342		14,225		27,117		1999	2007	35 years
Sunrise of Sunnyvale	Sunnyvale	CA	—		2,933		34,361		2,224		2,969		36,549		39,518		13,567		25,951		2000	2007	35 years

	Location				Initial Cost to Company						Gross Amount Carried at Close of Period
Property Name	City	State / Province	Encumbrances		Land and Improvements		Buildings and Improvements		Costs Capitalized Subsequent to Acquisition****1		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 Canyon	Valencia	CA	—		3,868		29,293		5,046		4,084		34,123		38,207		14,006		24,201		1998	2007	35 years
Sunrise of Westlake Village	Westlake Village	CA	—		4,935		30,722		2,142		5,031		32,768		37,799		12,266		25,533		2004	2007	35 years
Sunrise at Yorba Linda	Yorba Linda	CA	—		1,689		25,240		2,591		1,780		27,740		29,520		10,522		18,998		2002	2007	35 years
Sunrise at Cherry Creek	Denver	CO	—		1,621		28,370		3,585		1,721		31,855		33,576		11,626		21,950		2000	2007	35 years
Sunrise at Pinehurst	Denver	CO	—		1,417		30,885		2,123		1,653		32,772		34,425		12,833		21,592		1998	2007	35 years
Sunrise at Orchard	Littleton	CO	—		1,813		22,183		3,296		1,853		25,439		27,292		9,441		17,851		1997	2007	35 years
Sunrise of Westminster	Westminster	CO	—		2,649		16,243		2,280		2,847		18,325		21,172		7,266		13,906		2000	2007	35 years
Sunrise of Stamford	Stamford	CT	—		4,612		28,533		3,330		5,029		31,446		36,475		12,098		24,377		1999	2007	35 years
Sunrise of Jacksonville	Jacksonville	FL	—		2,390		17,671		1,306		2,420		18,947		21,367		4,630		16,737		2009	2012	35 years
Sunrise at Ivey Ridge	Alpharetta	GA	—		1,507		18,516		1,498		1,517		20,004		21,521		7,873		13,648		1998	2007	35 years
Sunrise of Huntcliff Summit I	Atlanta	GA	—		4,232		66,161		19,554		4,201		85,746		89,947		36,411		53,536		1987	2007	35 years
Sunrise at Huntcliff Summit II	Atlanta	GA	—		2,154		17,137		3,279		2,160		20,410		22,570		7,772		14,798		1998	2007	35 years
Sunrise at East Cobb	Marietta	GA	—		1,797		23,420		1,441		1,806		24,852		26,658		9,729		16,929		1997	2007	35 years
Sunrise of Barrington	Barrington	IL	—		859		15,085		846		892		15,898		16,790		4,117		12,673		2007	2012	35 years
Sunrise of Bloomingdale	Bloomingdale	IL	—		1,287		38,625		2,261		1,382		40,791		42,173		15,561		26,612		2000	2007	35 years
Sunrise of Buffalo Grove	Buffalo Grove	IL	—		2,154		28,021		1,760		2,339		29,596		31,935		11,418		20,517		1999	2007	35 years
Sunrise of Lincoln Park	Chicago	IL	—		3,485		26,687		4,312		3,504		30,980		34,484		10,887		23,597		2003	2007	35 years
Sunrise of Naperville	Naperville	IL	—		1,946		28,538		2,605		2,624		30,465		33,089		12,100		20,989		1999	2007	35 years
Sunrise of Palos Park	Palos Park	IL	—		2,363		42,205		1,357		2,416		43,509		45,925		16,551		29,374		2001	2007	35 years
Sunrise of Park Ridge	Park Ridge	IL	—		5,533		39,557		3,176		5,707		42,559		48,266		16,285		31,981		1998	2007	35 years
Sunrise of Willowbrook	Willowbrook	IL	—		1,454		60,738		3,781		2,080		63,893		65,973		22,545		43,428		2000	2007	35 years
Sunrise on Old Meridian	Carmel	IN	—		8,550		31,746		1,391		8,581		33,106		41,687		8,389		33,298		2009	2012	35 years
Sunrise of Leawood	Leawood	KS	—		651		16,401		1,340		878		17,514		18,392		4,365		14,027		2006	2012	35 years
Sunrise of Overland Park	Overland Park	KS	—		650		11,015		848		807		11,706		12,513		3,187		9,326		2007	2012	35 years
Sunrise of Baton Rouge	Baton Rouge	LA	—		1,212		23,547		2,045		1,382		25,422		26,804		9,698		17,106		2000	2007	35 years
Sunrise of Columbia	Columbia	MD	—		1,780		23,083		3,863		1,918		26,808		28,726		10,393		18,333		1996	2007	35 years
Sunrise of Rockville	Rockville	MD	—		1,039		39,216		2,917		1,075		42,097		43,172		15,758		27,414		1997	2007	35 years
Sunrise of Arlington	Arlington	MA	—		86		34,393		1,553		107		35,925		36,032		13,668		22,364		2001	2007	35 years
Sunrise of Norwood	Norwood	MA	—		2,230		30,968		2,326		2,356		33,168		35,524		12,608		22,916		1997	2007	35 years
Sunrise of Bloomfield	Bloomfield Hills	MI	—		3,736		27,657		2,370		3,929		29,834		33,763		11,247		22,516		2006	2007	35 years
Sunrise of Cascade	Grand Rapids	MI	—		1,273		21,782		873		1,370		22,558		23,928		5,657		18,271		2007	2012	35 years
Sunrise of Northville	Plymouth	MI	—		1,445		26,090		1,903		1,525		27,913		29,438		10,680		18,758		1999	2007	35 years
Sunrise of Rochester	Rochester	MI	—		2,774		38,666		1,898		2,854		40,484		43,338		15,372		27,966		1998	2007	35 years
Sunrise of Troy	Troy	MI	—		1,758		23,727		2,325		1,860		25,950		27,810		9,504		18,306		2001	2007	35 years
Sunrise of Edina	Edina	MN	—		3,181		24,224		3,752		3,305		27,852		31,157		10,600		20,557		1999	2007	35 years
Sunrise of East Brunswick	East Brunswick	NJ	—		2,784		26,173		2,513		3,030		28,440		31,470		11,253		20,217		1999	2007	35 years
Sunrise of Jackson	Jackson	NJ	—		4,009		15,029		965		4,013		15,990		20,003		4,242		15,761		2008	2012	35 years

	Location				Initial Cost to Company						Gross Amount Carried at Close of Period
Property Name	City	State / Province	Encumbrances		Land and Improvements		Buildings and Improvements		Costs Capitalized Subsequent to Acquisition****1		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 Plains	Morris Plains	NJ	—		1,492		32,052		2,852		1,601		34,795		36,396		13,226		23,170		1997	2007	35 years
Sunrise of Old Tappan	Old Tappan	NJ	—		2,985		36,795		3,284		3,177		39,887		43,064		14,833		28,231		1997	2007	35 years
Sunrise of Wall	Wall Township	NJ	—		1,053		19,101		2,232		1,088		21,298		22,386		8,195		14,191		1999	2007	35 years
Sunrise of Wayne	Wayne	NJ	—		1,288		24,990		3,399		1,373		28,304		29,677		10,783		18,894		1996	2007	35 years
Sunrise of Westfield	Westfield	NJ	—		5,057		23,803		3,108		5,185		26,783		31,968		10,205		21,763		1996	2007	35 years
Sunrise of Woodcliff Lake	Woodcliff Lake	NJ	—		3,493		30,801		2,738		3,692		33,340		37,032		12,633		24,399		2000	2007	35 years
Sunrise of North Lynbrook	Lynbrook	NY	—		4,622		38,087		2,945		4,700		40,954		45,654		15,709		29,945		1999	2007	35 years
Sunrise at Fleetwood	Mount Vernon	NY	—		4,381		28,434		2,802		4,646		30,971		35,617		12,297		23,320		1999	2007	35 years
Sunrise of New City	New City	NY	—		1,906		27,323		2,623		1,995		29,857		31,852		11,316		20,536		1999	2007	35 years
Sunrise of Smithtown	Smithtown	NY	—		2,853		25,621		3,346		3,040		28,780		31,820		11,551		20,269		1999	2007	35 years
Sunrise of Staten Island	Staten Island	NY	—		7,237		23,910		1,628		7,292		25,483		32,775		12,542		20,233		2006	2007	35 years
Sunrise on Providence	Charlotte	NC	—		1,976		19,472		2,856		1,988		22,316		24,304		8,726		15,578		1999	2007	35 years
Sunrise at North Hills	Raleigh	NC	—		749		37,091		5,448		849		42,439		43,288		16,851		26,437		2000	2007	35 years
Sunrise at Parma	Cleveland	OH	—		695		16,641		1,426		908		17,854		18,762		7,064		11,698		2000	2007	35 years
Sunrise of Cuyahoga Falls	Cuyahoga Falls	OH	—		626		10,239		2,061		862		12,064		12,926		4,852		8,074		2000	2007	35 years
Sunrise of Abington	Abington	PA	—		1,838		53,660		6,417		2,070		59,845		61,915		22,689		39,226		1997	2007	35 years
Sunrise of Blue Bell	Blue Bell	PA	—		1,765		23,920		3,658		1,928		27,415		29,343		10,759		18,584		2006	2007	35 years
Sunrise of Exton	Exton	PA	—		1,123		17,765		2,304		1,209		19,983		21,192		7,821		13,371		2000	2007	35 years
Sunrise of Haverford	Haverford	PA	—		941		25,872		2,510		990		28,333		29,323		11,004		18,319		1997	2007	35 years
Sunrise of Granite Run	Media	PA	—		1,272		31,781		2,576		1,428		34,201		35,629		13,112		22,517		1997	2007	35 years
Sunrise of Lower Makefield	Morrisville	PA	—		3,165		21,337		890		3,174		22,218		25,392		5,775		19,617		2008	2012	35 years
Sunrise of Westtown	West Chester	PA	—		1,547		22,996		2,041		1,576		25,008		26,584		10,038		16,546		1999	2007	35 years
Sunrise of Hillcrest	Dallas	TX	—		2,616		27,680		1,373		2,626		29,043		31,669		11,003		20,666		2006	2007	35 years
Sunrise of Fort Worth	Fort Worth	TX	—		2,024		18,587		1,067		2,178		19,500		21,678		5,146		16,532		2007	2012	35 years
Sunrise of Frisco	Frisco	TX	—		2,523		14,547		783		2,561		15,292		17,853		3,703		14,150		2009	2012	35 years
Sunrise of Cinco Ranch	Katy	TX	—		2,512		21,600		1,478		2,580		23,010		25,590		5,929		19,661		2007	2012	35 years
Sunrise at Holladay	Holladay	UT	—		2,542		44,771		1,265		2,581		45,997		48,578		11,480		37,098		2008	2012	35 years
Sunrise of Sandy	Sandy	UT	—		2,576		22,987		400		2,646		23,317		25,963		8,931		17,032		2007	2007	35 years
Sunrise of Alexandria	Alexandria	VA	—		88		14,811		3,356		244		18,011		18,255		7,025		11,230		1998	2007	35 years
Sunrise of Richmond	Richmond	VA	—		1,120		17,446		1,304		1,224		18,646		19,870		7,519		12,351		1999	2007	35 years
Sunrise at Bon Air	Richmond	VA	—		2,047		22,079		1,134		2,032		23,228		25,260		6,009		19,251		2008	2012	35 years
Sunrise of Springfield	Springfield	VA	—		4,440		18,834		2,758		4,545		21,487		26,032		8,588		17,444		1997	2007	35 years
Sunrise of Lynn Valley	Vancouver	BC	—		11,759		37,424		(8,961	)	9,181		31,041		40,222		11,752		28,470		2002	2007	35 years
Sunrise of Vancouver	Vancouver	BC	—		6,649		31,937		1,826		6,662		33,750		40,412		12,785		27,627		2005	2007	35 years
Sunrise of Victoria	Victoria	BC	—		8,332		29,970		(6,020	)	6,592		25,690		32,282		9,827		22,455		2001	2007	35 years
Sunrise of Aurora	Aurora	ON	—		1,570		36,113		(7,197	)	1,320		29,166		30,486		10,996		19,490		2002	2007	35 years
Sunrise of Burlington	Burlington	ON	—		1,173		24,448		1,497		1,378		25,740		27,118		9,914		17,204		2001	2007	35 years
Sunrise of Unionville	Markham	ON	—		2,322		41,140		(8,004	)	1,964		33,494		35,458		12,836		22,622		2000	2007	35 years

	Location				Initial Cost to Company						Gross Amount Carried at Close of Period
Property Name	City	State / Province	Encumbrances		Land and Improvements		Buildings and Improvements		Costs Capitalized Subsequent to Acquisition****1		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 Mississauga	Mississauga	ON	—		3,554		33,631		(6,617	)	2,918		27,650		30,568		10,765		19,803		2000	2007	35 years
Sunrise of Erin Mills	Mississauga	ON	—		1,957		27,020		(5,211	)	1,542		22,224		23,766		8,487		15,279		2007	2007	35 years
Sunrise of Oakville	Oakville	ON	—		2,753		37,489		2,135		2,925		39,452		42,377		14,965		27,412		2002	2007	35 years
Sunrise of Richmond Hill	Richmond Hill	ON	—		2,155		41,254		(8,249	)	1,834		33,326		35,160		12,766		22,394		2002	2007	35 years
Sunrise of Thornhill	Vaughan	ON	—		2,563		57,513		(9,944	)	1,473		48,659		50,132		17,150		32,982		2003	2007	35 years
Sunrise of Windsor	Windsor	ON	—		1,813		20,882		1,962		1,996		22,661		24,657		8,642		16,015		2001	2007	35 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 Regency	Mobile	AL	—		950		11,897		1,741		981		13,607		14,588		4,804		9,784		1996	2011	35 years
Atria Chandler Villas	Chandler	AZ	—		3,650		8,450		2,564		3,769		10,895		14,664		4,554		10,110		1988	2011	35 years
Atria Park of Sierra Pointe	Scottsdale	AZ	—		10,930		65,372		5,722		11,021		71,003		82,024		13,658		68,366		2000	2014	35 years
Atria Campana del Rio	Tucson	AZ	—		5,861		37,284		3,355		5,992		40,508		46,500		13,191		33,309		1964	2011	35 years
Atria Valley Manor	Tucson	AZ	—		1,709		60		1,024		1,768		1,025		2,793		650		2,143		1963	2011	35 years
Atria Bell Court Gardens	Tucson	AZ	—		3,010		30,969		2,535		3,060		33,454		36,514		10,012		26,502		1964	2011	35 years
Atria Burlingame	Burlingame	CA	—		2,494		12,373		1,874		2,579		14,162		16,741		4,790		11,951		1977	2011	35 years
Atria Las Posas	Camarillo	CA	—		4,500		28,436		1,450		4,539		29,847		34,386		8,861		25,525		1997	2011	35 years
Atria Carmichael Oaks	Carmichael	CA	17,263		2,118		49,694		3,337		2,300		52,849		55,149		12,869		42,280		1992	2013	35 years
Atria El Camino Gardens	Carmichael	CA	—		6,930		32,318		15,725		7,215		47,758		54,973		16,341		38,632		1984	2011	35 years
Villa Bonita	Chula Vista	CA	—		2,700		7,994		1,006		1,610		10,090		11,700		2,512		9,188		1989	2011	35 years
Atria Covina	Covina	CA	—		170		4,131		955		262		4,994		5,256		1,968		3,288		1977	2011	35 years
Atria Daly City	Daly City	CA	—		3,090		13,448		1,326		3,102		14,762		17,864		4,786		13,078		1975	2011	35 years
Atria Covell Gardens	Davis	CA	—		2,163		39,657		12,793		2,388		52,225		54,613		18,123		36,490		1987	2011	35 years
Atria Encinitas	Encinitas	CA	—		5,880		9,212		3,219		5,952		12,359		18,311		3,985		14,326		1984	2011	35 years
Atria North Escondido	Escondido	CA	—		1,196		7,155		734		1,215		7,870		9,085		1,939		7,146		2002	2014	35 years
Atria Grass Valley	Grass Valley	CA	10,741		1,965		28,414		1,651		2,020		30,010		32,030		7,346		24,684		2000	2013	35 years
Atria Golden Creek	Irvine	CA	—		6,900		23,544		3,122		6,930		26,636		33,566		8,267		25,299		1985	2011	35 years
Atria Park of Lafayette	Lafayette	CA	18,127		5,679		56,922		2,213		6,416		58,398		64,814		13,477		51,337		2007	2013	35 years
Atria Del Sol	Mission Viejo	CA	—		3,500		12,458		8,751		3,785		20,924		24,709		8,582		16,127		1985	2011	35 years
Atria Newport Plaza	Newport Beach	CA	—		4,534		32,912		1,282		4,569		34,159		38,728		2,339		36,389		1989	2017	35 years
Atria Tamalpais Creek	Novato	CA	—		5,812		24,703		1,236		5,838		25,913		31,751		7,797		23,954		1978	2011	35 years
Atria Park of Pacific Palisades	Pacific Palisades	CA	—		4,458		17,064		1,536		4,489		18,569		23,058		7,552		15,506		2001	2007	35 years
Atria Palm Desert	Palm Desert	CA	—		2,887		9,843		1,563		3,127		11,166		14,293		5,822		8,471		1988	2011	35 years
Atria Hacienda	Palm Desert	CA	—		6,680		85,900		3,914		6,876		89,618		96,494		25,338		71,156		1989	2011	35 years
Atria Paradise	Paradise	CA	—		2,265		28,262		(22,641	)	1,995		5,891		7,886		6,203		1,683		1999	2013	35 years
Atria Del Rey	Rancho Cucamonga	CA	—		3,290		17,427		5,938		3,477		23,178		26,655		9,450		17,205		1987	2011	35 years
Mission Hills	Rancho Mirage	CA	—		1,610		9,169		452		6,800		4,431		11,231		1,373		9,858		1996	2014	35 years

	Location				Initial Cost to Company						Gross Amount Carried at Close of Period
Property Name	City	State / Province	Encumbrances		Land and Improvements		Buildings and Improvements		Costs Capitalized Subsequent to Acquisition****1		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 Rocklin	Rocklin	CA	18,336		4,427		52,064		1,595		4,473		53,613		58,086		9,383		48,703		2001	2015	35 years
Atria La Jolla	San Diego	CA	—		8,210		46,315		(1,197	)	8,216		45,112		53,328		3,142		50,186		1984	2017	35 years
Atria Penasquitos	San Diego	CA	—		2,649		24,067		2,254		2,711		26,259		28,970		1,781		27,189		1991	2017	35 years
Atria Collwood	San Diego	CA	—		290		10,650		1,469		347		12,062		12,409		4,175		8,234		1976	2011	35 years
Atria Rancho Park	San Dimas	CA	—		4,066		14,306		2,248		4,625		15,995		20,620		5,898		14,722		1975	2011	35 years
Regency of Evergreen Valley	San Jose	CA	—		6,800		3,637		1,119		2,700		8,856		11,556		2,719		8,837		1998	2011	35 years
Atria Willow Glen	San Jose	CA	—		8,521		43,168		3,745		8,627		46,807		55,434		12,675		42,759		1976	2011	35 years
Atria San Juan	San Juan Capistrano	CA	—		5,110		29,436		9,015		5,353		38,208		43,561		15,626		27,935		1985	2011	35 years
Atria Hillsdale	San Mateo	CA	—		5,240		15,956		25,600		5,253		41,543		46,796		5,245		41,551		1986	2011	35 years
Atria Santa Clarita	Santa Clarita	CA	—		3,880		38,366		1,738		3,890		40,094		43,984		7,148		36,836		2001	2015	35 years
Atria Sunnyvale	Sunnyvale	CA	—		6,120		30,068		5,355		6,240		35,303		41,543		11,502		30,041		1977	2011	35 years
Atria Park of Tarzana	Tarzana	CA	—		960		47,547		6,461		5,861		49,107		54,968		11,112		43,856		2008	2013	35 years
Atria Park of Vintage Hills	Temecula	CA	—		4,674		44,341		3,105		4,892		47,228		52,120		11,793		40,327		2000	2013	35 years
Atria Park of Grand Oaks	Thousand Oaks	CA	—		5,994		50,309		1,375		6,055		51,623		57,678		12,479		45,199		2002	2013	35 years
Atria Hillcrest	Thousand Oaks	CA	—		6,020		25,635		10,529		6,624		35,560		42,184		14,863		27,321		1987	2011	35 years
Atria Walnut Creek	Walnut Creek	CA	—		6,910		15,797		17,518		7,642		32,583		40,225		15,417		24,808		1978	2011	35 years
Atria Valley View	Walnut Creek	CA	—		7,139		53,914		3,184		7,193		57,044		64,237		24,189		40,048		1977	2011	35 years
Atria Longmont	Longmont	CO	—		2,807		24,877		1,425		2,874		26,235		29,109		6,941		22,168		2009	2012	35 years
Atria Darien	Darien	CT	—		653		37,587		12,187		1,202		49,225		50,427		16,000		34,427		1997	2011	35 years
Atria Larson Place	Hamden	CT	—		1,850		16,098		2,463		1,885		18,526		20,411		6,089		14,322		1999	2011	35 years
Atria Greenridge Place	Rocky Hill	CT	—		2,170		32,553		2,714		2,392		35,045		37,437		10,170		27,267		1998	2011	35 years
Atria Stamford	Stamford	CT	—		1,200		62,432		20,025		1,487		82,170		83,657		22,565		61,092		1975	2011	35 years
Atria Crossroads Place	Waterford	CT	—		2,401		36,495		7,988		2,577		44,307		46,884		15,132		31,752		2000	2011	35 years
Atria Hamilton Heights	West Hartford	CT	—		3,120		14,674		3,933		3,163		18,564		21,727		7,215		14,512		1904	2011	35 years
Atria Windsor Woods	Hudson	FL	—		1,610		32,432		3,595		1,744		35,893		37,637		11,173		26,464		1988	2011	35 years
Atria Park of Baypoint Village	Hudson	FL	—		2,083		28,841		9,966		2,369		38,521		40,890		13,623		27,267		1986	2011	35 years
Atria Park of San Pablo	Jacksonville	FL	—		1,620		14,920		1,310		1,660		16,190		17,850		4,918		12,932		1999	2011	35 years
Atria Park of St. Joseph's	Jupiter	FL	—		5,520		30,720		2,129		5,575		32,794		38,369		8,105		30,264		2007	2013	35 years
Atria Lady Lake	Lady Lake	FL	—		3,752		26,265		1,519		3,769		27,767		31,536		4,811		26,725		2010	2015	35 years
Atria Park of Lake Forest	Sanford	FL	—		3,589		32,586		5,340		4,104		37,411		41,515		11,140		30,375		2002	2011	35 years
Atria Evergreen Woods	Spring Hill	FL	—		2,370		28,371		6,077		2,568		34,250		36,818		11,532		25,286		1981	2011	35 years
Atria North Point	Alpharetta	GA	38,576		4,830		78,318		3,260		4,868		81,540		86,408		16,947		69,461		2007	2014	35 years
Atria Buckhead	Atlanta	GA	—		3,660		5,274		1,449		3,688		6,695		10,383		2,713		7,670		1996	2011	35 years
Atria Park of Tucker	Tucker	GA	—		1,103		20,679		790		1,120		21,452		22,572		5,292		17,280		2000	2013	35 years
Atria Park of Glen Ellyn	Glen Ellyn	IL	—		2,455		34,064		3,293		2,748		37,064		39,812		14,328		25,484		2000	2007	35 years
Atria Newburgh	Newburgh	IN	—		1,150		22,880		1,612		1,155		24,487		25,642		6,899		18,743		1998	2011	35 years
Atria Hearthstone East	Topeka	KS	—		1,150		20,544		1,625		1,241		22,078		23,319		6,825		16,494		1998	2011	35 years
Atria Hearthstone West	Topeka	KS	—		1,230		28,379		2,552		1,267		30,894		32,161		10,075		22,086		1987	2011	35 years

	Location				Initial Cost to Company						Gross Amount Carried at Close of Period
Property Name	City	State / Province	Encumbrances		Land and Improvements		Buildings and Improvements		Costs Capitalized Subsequent to Acquisition****1		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 Crossing	Covington	KY	—		1,677		14,393		1,773		1,693		16,150		17,843		5,713		12,130		1988	2011	35 years
Atria Summit Hills	Crestview Hills	KY	—		1,780		15,769		1,270		1,812		17,007		18,819		5,437		13,382		1998	2011	35 years
Atria Elizabethtown	Elizabethtown	KY	—		850		12,510		937		884		13,413		14,297		4,111		10,186		1996	2011	35 years
Atria St. Matthews	Louisville	KY	—		939		9,274		1,391		968		10,636		11,604		4,228		7,376		1998	2011	35 years
Atria Stony Brook	Louisville	KY	—		1,860		17,561		1,333		1,953		18,801		20,754		5,959		14,795		1999	2011	35 years
Atria Springdale	Louisville	KY	—		1,410		16,702		1,604		1,451		18,265		19,716		5,737		13,979		1999	2011	35 years
Atria Kennebunk	Kennebunk	ME	—		1,090		23,496		1,701		1,159		25,128		26,287		7,591		18,696		1998	2011	35 years
Atria Manresa	Annapolis	MD	—		4,193		19,000		2,311		4,465		21,039		25,504		6,579		18,925		1920	2011	35 years
Atria Salisbury	Salisbury	MD	—		1,940		24,500		1,391		1,979		25,852		27,831		7,188		20,643		1995	2011	35 years
Atria Marland Place	Andover	MA	—		1,831		34,592		19,600		1,996		54,027		56,023		21,944		34,079		1996	2011	35 years
Atria Longmeadow Place	Burlington	MA	—		5,310		58,021		2,123		5,387		60,067		65,454		16,527		48,927		1998	2011	35 years
Atria Fairhaven	Fairhaven	MA	—		1,100		16,093		1,104		1,157		17,140		18,297		5,013		13,284		1999	2011	35 years
Atria Woodbriar Place	Falmouth	MA	—		4,630		27,314		5,817		6,433		31,328		37,761		8,712		29,049		2013	2013	35 years
Atria Woodbriar Park	Falmouth	MA	—		1,970		43,693		21,519		2,709		64,473		67,182		20,248		46,934		1975	2011	35 years
Atria Draper Place	Hopedale	MA	—		1,140		17,794		1,872		1,234		19,572		20,806		6,014		14,792		1998	2011	35 years
Atria Merrimack Place	Newburyport	MA	—		2,774		40,645		21,593		4,319		60,693		65,012		11,669		53,343		2000	2011	35 years
Atria Marina Place	Quincy	MA	—		2,590		33,899		2,109		2,780		35,818		38,598		10,474		28,124		1999	2011	35 years
Atria Park of Ann Arbor	Ann Arbor	MI	—		1,703		15,857		1,998		1,837		17,721		19,558		7,516		12,042		2001	2007	35 years
Atria Kinghaven	Riverview	MI	—		1,440		26,260		3,507		1,598		29,609		31,207		9,031		22,176		1987	2011	35 years
Atria Seville	Las Vegas	NV	—		—		796		1,852		14		2,634		2,648		1,888		760		1999	2011	35 years
Atria Summit Ridge	Reno	NV	—		4		407		776		20		1,167		1,187		875		312		1997	2011	35 years
Atria Cranford	Cranford	NJ	—		8,260		61,411		5,689		8,406		66,954		75,360		20,313		55,047		1993	2011	35 years
Atria Tinton Falls	Tinton Falls	NJ	—		6,580		13,258		1,835		6,762		14,911		21,673		5,540		16,133		1999	2011	35 years
Atria Shaker	Albany	NY	—		1,520		29,667		5,279		1,626		34,840		36,466		9,030		27,436		1997	2011	35 years
Atria Crossgate	Albany	NY	—		1,080		20,599		1,247		1,100		21,826		22,926		6,779		16,147		1980	2011	35 years
Atria Woodlands	Ardsley	NY	44,386		7,660		65,581		3,248		7,718		68,771		76,489		20,019		56,470		2005	2011	35 years
Atria Bay Shore	Bay Shore	NY	15,275		4,440		31,983		2,874		4,453		34,844		39,297		10,458		28,839		1900	2011	35 years
Atria Briarcliff Manor	Briarcliff Manor	NY	—		6,560		33,885		3,315		6,725		37,035		43,760		11,188		32,572		1997	2011	35 years
Atria Riverdale	Bronx	NY	—		1,020		24,149		16,568		1,084		40,653		41,737		15,812		25,925		1999	2011	35 years
Atria Delmar Place	Delmar	NY	—		1,201		24,850		1,183		1,223		26,011		27,234		5,565		21,669		2004	2013	35 years
Atria East Northport	East Northport	NY	—		9,960		34,467		19,987		10,250		54,164		64,414		16,866		47,548		1996	2011	35 years
Atria Glen Cove	Glen Cove	NY	—		2,035		25,190		1,400		2,063		26,562		28,625		14,362		14,263		1997	2011	35 years
Atria Great Neck	Great Neck	NY	—		3,390		54,051		28,002		3,482		81,961		85,443		20,008		65,435		1998	2011	35 years
Atria Cutter Mill	Great Neck	NY	—		2,750		47,919		3,412		2,761		51,320		54,081		14,422		39,659		1999	2011	35 years
Atria Huntington	Huntington Station	NY	—		8,190		1,169		2,791		8,232		3,918		12,150		2,849		9,301		1987	2011	35 years
Atria Hertlin Place	Lake Ronkonkoma	NY	—		7,886		16,391		2,489		7,889		18,877		26,766		5,333		21,433		2002	2012	35 years
Atria Lynbrook	Lynbrook	NY	—		3,145		5,489		11,416		3,176		16,874		20,050		2,899		17,151		1996	2011	35 years
Atria Tanglewood	Lynbrook	NY	23,160		4,120		37,348		1,404		4,145		38,727		42,872		10,867		32,005		2005	2011	35 years

	Location				Initial Cost to Company						Gross Amount Carried at Close of Period
Property Name	City	State / Province	Encumbrances		Land and Improvements		Buildings and Improvements		Costs Capitalized Subsequent to Acquisition****1		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 86	New York	NY	—		80		73,685		7,374		167		80,972		81,139		24,453		56,686		1998	2011	35 years
Atria on the Hudson	Ossining	NY	—		8,123		63,089		5,143		8,212		68,143		76,355		21,242		55,113		1972	2011	35 years
Atria Plainview	Plainview	NY	—		2,480		16,060		2,209		2,630		18,119		20,749		5,802		14,947		2000	2011	35 years
Atria Rye Brook	Port Chester	NY	—		9,660		74,936		2,691		9,751		77,536		87,287		21,846		65,441		2004	2011	35 years
Atria Kew Gardens	Queens	NY	—		3,051		66,013		9,082		3,079		75,067		78,146		22,113		56,033		1999	2011	35 years
Atria Forest Hills	Queens	NY	—		2,050		16,680		2,099		2,074		18,755		20,829		5,754		15,075		2001	2011	35 years
Atria on Roslyn Harbor	Roslyn	NY	65,000		12,909		72,720		2,969		12,974		75,624		88,598		21,290		67,308		2006	2011	35 years
Atria Guilderland	Slingerlands	NY	—		1,170		22,414		919		1,171		23,332		24,503		6,760		17,743		1950	2011	35 years
Atria South Setauket	South Setauket	NY	—		8,450		14,534		2,146		8,842		16,288		25,130		6,816		18,314		1967	2011	35 years
Atria Southpoint Walk	Durham	NC	—		2,130		25,920		1,544		2,135		27,459		29,594		6,864		22,730		2009	2013	35 years
Atria Oakridge	Raleigh	NC	—		1,482		28,838		1,657		1,519		30,458		31,977		7,684		24,293		2009	2013	35 years
Atria Bethlehem	Bethlehem	PA	—		2,479		22,870		1,141		2,500		23,990		26,490		7,544		18,946		1998	2011	35 years
Atria Center City	Philadelphia	PA	—		3,460		18,291		18,257		3,535		36,473		40,008		10,722		29,286		1964	2011	35 years
Atria South Hills	Pittsburgh	PA	—		880		10,884		1,000		913		11,851		12,764		4,088		8,676		1998	2011	35 years
Atria Bay Spring Village	Barrington	RI	—		2,000		33,400		3,134		2,080		36,454		38,534		11,772		26,762		2000	2011	35 years
Atria Harborhill	East Greenwich	RI	—		2,089		21,702		1,911		2,183		23,519		25,702		7,306		18,396		1835	2011	35 years
Atria Lincoln Place	Lincoln	RI	—		1,440		12,686		1,527		1,475		14,178		15,653		4,894		10,759		2000	2011	35 years
Atria Aquidneck Place	Portsmouth	RI	—		2,810		31,623		1,212		2,814		32,831		35,645		9,159		26,486		1999	2011	35 years
Atria Forest Lake	Columbia	SC	—		670		13,946		1,117		691		15,042		15,733		4,471		11,262		1999	2011	35 years
Atria Weston Place	Knoxville	TN	—		793		7,961		1,629		969		9,414		10,383		3,179		7,204		1993	2011	35 years
Atria at the Arboretum	Austin	TX	—		8,280		61,764		3,477		8,377		65,144		73,521		15,854		57,667		2009	2012	35 years
Atria Carrollton	Carrollton	TX	5,519		360		20,465		1,823		370		22,278		22,648		6,829		15,819		1998	2011	35 years
Atria Grapevine	Grapevine	TX	—		2,070		23,104		2,039		2,092		25,121		27,213		7,161		20,052		1999	2011	35 years
Atria Westchase	Houston	TX	—		2,318		22,278		1,546		2,347		23,795		26,142		7,239		18,903		1999	2011	35 years
Atria Cinco Ranch	Katy	TX	—		3,171		73,287		2,081		3,201		75,338		78,539		12,222		66,317		2010	2015	35 years
Atria Kingwood	Kingwood	TX	—		1,170		4,518		1,064		1,192		5,560		6,752		2,133		4,619		1998	2011	35 years
Atria at Hometown	North Richland Hills	TX	—		1,932		30,382		2,738		1,963		33,089		35,052		8,400		26,652		2007	2013	35 years
Atria Canyon Creek	Plano	TX	—		3,110		45,999		3,756		3,148		49,717		52,865		12,573		40,292		2009	2013	35 years
Atria Cypresswood	Spring	TX	—		880		9,192		648		984		9,736		10,720		3,282		7,438		1996	2011	35 years
Atria Sugar Land	Sugar Land	TX	—		970		17,542		1,059		980		18,591		19,571		5,602		13,969		1999	2011	35 years
Atria Copeland	Tyler	TX	—		1,879		17,901		2,178		1,913		20,045		21,958		5,975		15,983		1997	2011	35 years
Atria Willow Park	Tyler	TX	—		920		31,271		1,862		982		33,071		34,053		9,988		24,065		1985	2011	35 years
Atria Virginia Beach	Virginia Beach	VA	—		1,749		33,004		1,041		1,815		33,979		35,794		10,062		25,732		1998	2011	35 years
Arbour Lake	Calgary	AB	—		2,512		39,188		(3,182	)	2,259		36,259		38,518		6,991		31,527		2003	2014	35 years
Canyon Meadows	Calgary	AB	—		1,617		30,803		(2,148	)	1,453		28,819		30,272		5,786		24,486		1995	2014	35 years
Churchill Manor	Edmonton	AB	—		2,865		30,482		(2,556	)	2,575		28,216		30,791		5,660		25,131		1999	2014	35 years
The View at Lethbridge	Lethbridge	AB	—		2,503		24,770		(2,185	)	2,261		22,827		25,088		4,933		20,155		2007	2014	35 years
Victoria Park	Red Deer	AB	—		1,188		22,554		(808	)	1,066		21,868		22,934		4,671		18,263		1999	2014	35 years

	Location				Initial Cost to Company						Gross Amount Carried at Close of Period
Property Name	City	State / Province	Encumbrances		Land and Improvements		Buildings and Improvements		Costs Capitalized Subsequent to Acquisition****1		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 Estates	St. Albert	AB	—		3,639		22,519		(1,093	)	3,294		21,771		25,065		4,692		20,373		1998	2014	35 years
Longlake Chateau	Nanaimo	BC	—		1,874		22,910		(1,333	)	1,683		21,768		23,451		4,777		18,674		1990	2014	35 years
Prince George Chateau	Prince George	BC	—		2,066		22,761		(1,309	)	1,853		21,665		23,518		4,592		18,926		2005	2014	35 years
The Victorian	Victoria	BC	—		3,419		16,351		(610	)	3,083		16,077		19,160		3,697		15,463		1988	2014	35 years
The Victorian at McKenzie	Victoria	BC	—		4,801		25,712		(1,349	)	4,307		24,857		29,164		5,219		23,945		2003	2014	35 years
Riverheights Terrace	Brandon	MB	—		799		27,708		(1,386	)	716		26,405		27,121		5,457		21,664		2001	2014	35 years
Amber Meadow	Winnipeg	MB	—		3,047		17,821		(512	)	2,728		17,628		20,356		4,332		16,024		2000	2014	35 years
The Westhaven	Winnipeg	MB	—		871		23,162		(842	)	813		22,378		23,191		4,665		18,526		1988	2014	35 years
Ste. Anne's Court	Fredericton	NB	—		1,221		29,626		(1,895	)	1,107		27,845		28,952		5,713		23,239		2002	2014	35 years
Chateau de Champlain	St. John	NB	—		796		24,577		(932	)	732		23,709		24,441		5,124		19,317		2002	2014	35 years
The Court at Brooklin	Brooklin	ON	—		2,515		35,602		(2,128	)	2,279		33,710		35,989		6,613		29,376		2004	2014	35 years
Burlington Gardens	Burlington	ON	—		7,560		50,744		(4,488	)	6,788		47,028		53,816		8,789		45,027		2008	2014	35 years
The Court at Rushdale	Hamilton	ON	—		1,799		34,633		(2,280	)	1,610		32,542		34,152		6,482		27,670		2004	2014	35 years
Kingsdale Chateau	Kingston	ON	—		2,221		36,272		(2,300	)	2,055		34,138		36,193		6,759		29,434		2000	2014	35 years
The Court at Barrhaven	Nepean	ON	—		1,778		33,922		(2,049	)	1,652		31,999		33,651		6,564		27,087		2004	2014	35 years
Crystal View Lodge	Nepean	ON	—		1,587		37,243		(1,721	)	1,636		35,473		37,109		6,892		30,217		2000	2014	35 years
Stamford Estates	Niagara Falls	ON	—		1,414		29,439		(2,079	)	1,266		27,508		28,774		5,504		23,270		2005	2014	35 years
Sherbrooke Heights	Peterborough	ON	—		2,485		33,747		(2,073	)	2,232		31,927		34,159		6,515		27,644		2001	2014	35 years
Anchor Pointe	St. Catharines	ON	—		8,214		24,056		(1,676	)	7,354		23,240		30,594		5,166		25,428		2000	2014	35 years
The Court at Pringle Creek	Whitby	ON	—		2,965		39,206		(3,211	)	2,726		36,234		38,960		7,161		31,799		2002	2014	35 years
La Residence Steger	Saint-Laurent	QC	—		1,995		10,926		1,128		1,845		12,204		14,049		3,244		10,805		1999	2014	35 years
Mulberry Estates	Moose Jaw	SK	—		2,173		31,791		(2,115	)	2,053		29,796		31,849		6,067		25,782		2003	2014	35 years
Queen Victoria Estates	Regina	SK	—		3,018		34,109		(2,387	)	2,716		32,024		34,740		6,399		28,341		2000	2014	35 years
Primrose Chateau	Saskatoon	SK	—		2,611		32,729		(1,873	)	2,405		31,062		33,467		6,218		27,249		1996	2014	35 years
Amberwood	Port Richey	Florida	—		1,320		—		—		1,320		—		1,320		—		1,320		N/A	2011	N/A
Atria Development & Construction Fees			—		—		233		—		—		233		233		—		233		CIP	CIP	CIP
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 Valley	Birmingham	AL	—		1,040		19,145		982		1,046		20,121		21,167		5,494		15,673		2000	2011	35 years
Elmcroft of Byrd Springs	Hunstville	AL	—		1,720		11,270		1,279		1,723		12,546		14,269		3,716		10,553		1999	2011	35 years
Elmcroft of Heritage Woods	Mobile	AL	—		1,020		10,241		999		1,025		11,235		12,260		3,360		8,900		2000	2011	35 years
Rosewood Manor	Scottsboro	AL	—		680		4,038		—		680		4,038		4,718		1,084		3,634		1998	2011	35 years
Chandler Memory Care Community	Chandler	AZ	—		2,910		8,882		184		3,094		8,882		11,976		2,418		9,558		2012	2012	35 years
Silver Creek Inn Memory Care Community	Gilbert	AZ	—		890		5,918		—		890		5,918		6,808		1,493		5,315		2012	2012	35 years

	Location				Initial Cost to Company						Gross Amount Carried at Close of Period
Property Name	City	State / Province	Encumbrances		Land and Improvements		Buildings and Improvements		Costs Capitalized Subsequent to Acquisition****1		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 Valley	Green Valley	AZ	—		1,227		13,977		—		1,227		13,977		15,204		2,373		12,831		1998	2014	35 years
Prestige Assisted Living at Lake Havasu City	Lake Havasu	AZ	—		594		14,792		—		594		14,792		15,386		2,496		12,890		1999	2014	35 years
Lakeview Terrace	Lake Havasu City	AZ	—		706		7,810		109		706		7,919		8,625		1,451		7,174		2009	2015	35 years
Arbor Rose	Mesa	AZ	—		1,100		11,880		2,434		1,100		14,314		15,414		5,488		9,926		1999	2011	35 years
The Stratford	Phoenix	AZ	—		1,931		33,576		1,207		1,931		34,783		36,714		5,706		31,008		2001	2014	35 years
Amber Creek Inn Memory Care	Scottsdale	AZ	—		2,310		6,322		677		2,185		7,124		9,309		1,004		8,305		1986	2011	35 years
Prestige Assisted Living at Sierra Vista	Sierra Vista	AZ	—		295		13,224		—		295		13,224		13,519		2,226		11,293		1999	2014	35 years
Rock Creek Memory Care Community	Surprise	AZ	9,876		826		16,353		3		826		16,356		17,182		1,126		16,056		2017	2017	35 years
Elmcroft of Tempe	Tempe	AZ	—		1,090		12,942		1,408		1,098		14,342		15,440		4,257		11,183		1999	2011	35 years
Elmcroft of River Centre	Tucson	AZ	—		1,940		5,195		1,179		1,940		6,374		8,314		2,179		6,135		1999	2011	35 years
West Shores	Hot Springs	AR	—		1,326		10,904		1,825		1,326		12,729		14,055		4,958		9,097		1988	2005	35 years
Elmcroft of Maumelle	Maumelle	AR	—		1,252		7,601		481		1,258		8,076		9,334		3,004		6,330		1997	2006	35 years
Elmcroft of Mountain Home	Mountain Home	AR	—		204		8,971		451		204		9,422		9,626		3,523		6,103		1997	2006	35 years
Elmcroft of Sherwood	Sherwood	AR	—		1,320		5,693		513		1,320		6,206		7,526		2,314		5,212		1997	2006	35 years
Sierra Ridge Memory Care	Auburn	CA	—		681		6,071		—		681		6,071		6,752		1,034		5,718		2011	2014	35 years
Careage Banning	Banning	CA	—		2,970		16,037		—		2,970		16,037		19,007		4,548		14,459		2004	2011	35 years
Las Villas Del Carlsbad	Carlsbad	CA	—		1,760		30,469		4,661		1,760		35,130		36,890		11,866		25,024		1987	2006	35 years
Prestige Assisted Living at Chico	Chico	CA	—		1,069		14,929		—		1,069		14,929		15,998		2,529		13,469		1998	2014	35 years
The Meadows Senior Living	Elk Grove	CA	—		1,308		19,667		—		1,308		19,667		20,975		3,293		17,682		2003	2014	35 years
Alder Bay Assisted Living	Eureka	CA	—		1,170		5,228		(70	)	1,170		5,158		6,328		1,558		4,770		1997	2011	35 years
Cedarbrook	Fresno	CA	—		1,652		12,613		—		1,652		12,613		14,265		1,201		13,064		2014	2017	35 years
Elmcroft of La Mesa	La Mesa	CA	—		2,431		6,101		204		2,431		6,305		8,736		2,343		6,393		1997	2006	35 years
Grossmont Gardens	La Mesa	CA	—		9,104		59,349		3,198		9,115		62,536		71,651		23,150		48,501		1964	2006	35 years
Palms, The	La Mirada	CA	—		2,700		43,919		—		2,700		43,919		46,619		8,939		37,680		1990	2013	35 years
Prestige Assisted Living at Lancaster	Lancaster	CA	—		718		10,459		—		718		10,459		11,177		1,771		9,406		1999	2014	35 years
Prestige Assisted Living at Marysville	Marysville	CA	—		741		7,467		—		741		7,467		8,208		1,270		6,938		1999	2014	35 years
Mountview Retirement Residence	Montrose	CA	—		1,089		15,449		2,232		1,089		17,681		18,770		5,991		12,779		1974	2006	35 years
Redwood Retirement	Napa	CA	—		2,798		12,639		—		2,798		12,639		15,437		2,620		12,817		1986	2013	35 years
Prestige Assisted Living at Oroville	Oroville	CA	—		638		8,079		—		638		8,079		8,717		1,370		7,347		1999	2014	35 years
Valencia Commons	Rancho Cucamonga	CA	—		1,439		36,363		—		1,439		36,363		37,802		7,382		30,420		2002	2013	35 years
Shasta Estates	Redding	CA	—		1,180		23,463		—		1,180		23,463		24,643		4,769		19,874		2009	2013	35 years
The Vistas	Redding	CA	—		1,290		22,033		—		1,290		22,033		23,323		5,892		17,431		2007	2011	35 years
Elmcroft of Point Loma	San Diego	CA	—		2,117		6,865		(1,770	)	6		7,206		7,212		2,659		4,553		1999	2006	35 years
Villa Santa Barbara	Santa Barbara	CA	—		1,219		12,426		5,325		1,219		17,751		18,970		5,791		13,179		1977	2005	35 years
Oak Terrace Memory Care	Soulsbyville	CA	—		1,146		5,275		—		1,146		5,275		6,421		913		5,508		1999	2014	35 years
Skyline Place Senior Living	Sonora	CA	—		1,815		28,472		—		1,815		28,472		30,287		4,788		25,499		1996	2014	35 years

	Location				Initial Cost to Company						Gross Amount Carried at Close of Period
Property Name	City	State / Province	Encumbrances		Land and Improvements		Buildings and Improvements		Costs Capitalized Subsequent to Acquisition****1		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 Village	Susanville	CA	—		1,165		6,719		—		1,165		6,719		7,884		1,585		6,299		2006	2012	35 years
Bonaventure, The	Ventura	CA	—		5,294		32,747		—		5,294		32,747		38,041		6,742		31,299		2005	2013	35 years
Sterling Inn	Victorville	CA	12,558		733		18,564		6,673		733		25,237		25,970		1,712		24,258		1992	2017	35 years
Sterling Commons	Victorville	CA	5,850		768		13,124		—		768		13,124		13,892		1,206		12,686		1994	2017	35 years
Prestige Assisted Living at Visalia	Visalia	CA	—		1,300		8,378		—		1,300		8,378		9,678		1,436		8,242		1998	2014	35 years
Highland Trail	Broomfield	CO	—		2,511		26,431		—		2,511		26,431		28,942		5,400		23,542		2009	2013	35 years
Caley Ridge	Englewood	CO	—		1,157		13,133		—		1,157		13,133		14,290		3,099		11,191		1999	2012	35 years
Garden Square at Westlake	Greeley	CO	—		630		8,211		—		630		8,211		8,841		2,278		6,563		1998	2011	35 years
Garden Square of Greeley	Greeley	CO	—		330		2,735		—		330		2,735		3,065		767		2,298		1995	2011	35 years
Lakewood Estates	Lakewood	CO	—		1,306		21,137		—		1,306		21,137		22,443		4,302		18,141		1988	2013	35 years
Sugar Valley Estates	Loveland	CO	—		1,255		21,837		—		1,255		21,837		23,092		4,442		18,650		2009	2013	35 years
Devonshire Acres	Sterling	CO	—		950		10,092		555		965		10,632		11,597		3,097		8,500		1979	2011	35 years
The Hearth at Gardenside	Branford	CT	—		7,000		31,518		—		7,000		31,518		38,518		8,424		30,094		1999	2011	35 years
The Hearth at Tuxis Pond	Madison	CT	—		1,610		44,322		—		1,610		44,322		45,932		11,386		34,546		2002	2011	35 years
White Oaks	Manchester	CT	—		2,584		34,507		—		2,584		34,507		37,091		7,034		30,057		2007	2013	35 years
Hampton Manor Belleview	Belleview	FL	—		390		8,337		100		390		8,437		8,827		2,274		6,553		1988	2011	35 years
Sabal House	Cantonment	FL	—		430		5,902		—		430		5,902		6,332		1,585		4,747		1999	2011	35 years
Bristol Park of Coral Springs	Coral Springs	FL	—		3,280		11,877		2,331		3,280		14,208		17,488		3,527		13,961		1999	2011	35 years
Stanley House	Defuniak Springs	FL	—		410		5,659		—		410		5,659		6,069		1,518		4,551		1999	2011	35 years
Barrington Terrace of Ft. Myers	Fort Myers	FL	—		2,105		18,190		1,523		2,110		19,708		21,818		3,909		17,909		2001	2015	35 years
The Peninsula	Hollywood	FL	—		3,660		9,122		1,416		3,660		10,538		14,198		3,089		11,109		1972	2011	35 years
Elmcroft of Timberlin Parc	Jacksonville	FL	—		455		5,905		547		455		6,452		6,907		2,410		4,497		1998	2006	35 years
Forsyth House	Milton	FL	—		610		6,503		—		610		6,503		7,113		1,731		5,382		1999	2011	35 years
Barrington Terrace of Naples	Naples	FL	—		2,596		18,716		1,670		2,610		20,372		22,982		3,702		19,280		2004	2015	35 years
The Carlisle Naples	Naples	FL	—		8,406		78,091		—		8,406		78,091		86,497		20,212		66,285		1998	2011	35 years
Naples ALZ Development	Naples	FL	—		2,983		—		—		2,983		—		2,983		—		2,983		CIP	CIP	CIP
Hampton Manor at 24th Road	Ocala	FL	—		690		8,767		121		690		8,888		9,578		2,332		7,246		1996	2011	35 years
Hampton Manor at Deerwood	Ocala	FL	—		790		5,605		3,818		983		9,230		10,213		2,179		8,034		2005	2011	35 years
Las Palmas	Palm Coast	FL	—		984		30,009		—		984		30,009		30,993		6,087		24,906		2009	2013	35 years
Elmcroft of Pensacola	Pensacola	FL	—		2,230		2,362		405		2,230		2,767		4,997		872		4,125		1999	2011	35 years
Magnolia House	Quincy	FL	—		400		5,190		—		400		5,190		5,590		1,413		4,177		1999	2011	35 years
Elmcroft of Tallahassee	Tallahassee	FL	—		2,430		17,745		329		2,430		18,074		20,504		4,779		15,725		1999	2011	35 years
Tallahassee Memory Care	Tallahassee	FL	—		640		8,013		71		641		8,083		8,724		1,979		6,745		1999	2011	35 years
Bristol Park of Tamarac	Tamarac	FL	—		3,920		14,130		2,142		3,920		16,272		20,192		4,070		16,122		2000	2011	35 years
Elmcroft of Carrolwood	Tampa	FL	—		5,410		20,944		1,761		5,415		22,700		28,115		6,303		21,812		2001	2011	35 years
Arbor Terrace of Athens	Athens	GA	—		1,767		16,442		632		1,777		17,064		18,841		3,092		15,749		1998	2015	35 years
Arbor Terrace at Cascade	Atlanta	GA	—		3,052		9,040		979		3,057		10,014		13,071		2,589		10,482		1999	2015	35 years
Augusta Gardens	Augusta	GA	—		530		10,262		308		543		10,557		11,100		2,937		8,163		1997	2011	35 years
Benton House of Covington	Covington	GA	—		1,297		11,397		396		1,298		11,792		13,090		2,238		10,852		2009	2015	35 years

	Location				Initial Cost to Company						Gross Amount Carried at Close of Period
Property Name	City	State / Province	Encumbrances		Land and Improvements		Buildings and Improvements		Costs Capitalized Subsequent to Acquisition****1		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 Decatur	Decatur	GA	—		3,102		19,599		(668	)	1,298		20,735		22,033		3,681		18,352		1990	2015	35 years
Benton House of Douglasville	Douglasville	GA	—		1,697		15,542		175		1,697		15,717		17,414		2,856		14,558		2010	2015	35 years
Elmcroft of Martinez	Martinez	GA	—		408		6,764		825		408		7,589		7,997		2,556		5,441		1997	2007	35 years
Benton House of Newnan	Newnan	GA	—		1,474		17,487		299		1,487		17,773		19,260		3,164		16,096		2010	2015	35 years
Elmcroft of Roswell	Roswell	GA	—		1,867		15,835		385		1,867		16,220		18,087		2,789		15,298		1997	2014	35 years
Benton Village of Stockbridge	Stockbridge	GA	—		2,221		21,989		780		2,232		22,758		24,990		4,224		20,766		2008	2015	35 years
Benton House of Sugar Hill	Sugar Hill	GA	—		2,173		14,937		189		2,181		15,118		17,299		2,899		14,400		2010	2015	35 years
Villas of St. James - Breese, IL	Breese	IL	—		671		6,849		—		671		6,849		7,520		1,437		6,083		2009	2015	35 years
Villas of Holly Brook - Chatham, IL	Chatham	IL	—		1,185		8,910		—		1,185		8,910		10,095		1,922		8,173		2012	2015	35 years
Villas of Holly Brook - Effingham, IL	Effingham	IL	—		508		6,624		—		508		6,624		7,132		1,350		5,782		2011	2015	35 years
Villas of Holly Brook - Herrin, IL	Herrin	IL	—		2,175		9,605		—		2,175		9,605		11,780		2,387		9,393		2012	2015	35 years
Villas of Holly Brook - Marshall, IL	Marshall	IL	—		1,461		4,881		—		1,461		4,881		6,342		1,411		4,931		2012	2015	35 years
Villas of Holly Brook - Newton, IL	Newton	IL	—		458		4,590		—		458		4,590		5,048		1,039		4,009		2011	2015	35 years
Rochester Senior Living at Wyndcrest	Rochester	IL	—		570		6,536		194		570		6,730		7,300		1,375		5,925		2005	2015	35 years
Villas of Holly Brook, Shelbyville, IL	Shelbyville	IL	—		2,292		3,351		—		2,292		3,351		5,643		1,552		4,091		2011	2015	35 years
Elmcroft of Muncie	Muncie	IN	—		244		11,218		593		277		11,778		12,055		4,204		7,851		1998	2007	35 years
Wood Ridge	South Bend	IN	—		590		4,850		(35	)	590		4,815		5,405		1,332		4,073		1990	2011	35 years
Elmcroft of Florence (KY)	Florence	KY	—		1,535		21,826		677		1,544		22,494		24,038		3,845		20,193		2010	2014	35 years
Hartland Hills	Lexington	KY	—		1,468		23,929		—		1,468		23,929		25,397		4,870		20,527		2001	2013	35 years
Elmcroft of Mount Washington	Mount Washington	KY	—		758		12,048		764		758		12,812		13,570		2,214		11,356		2005	2014	35 years
Clover Healthcare	Auburn	ME	—		1,400		26,895		876		1,400		27,771		29,171		7,825		21,346		1982	2011	35 years
Gorham House	Gorham	ME	—		1,360		33,147		1,472		1,527		34,452		35,979		8,857		27,122		1990	2011	35 years
Kittery Estates	Kittery	ME	—		1,531		30,811		—		1,531		30,811		32,342		6,262		26,080		2009	2013	35 years
Woods at Canco	Portland	ME	—		1,441		45,578		—		1,441		45,578		47,019		9,244		37,775		2000	2013	35 years
Sentry Inn at York Harbor	York Harbor	ME	—		3,490		19,869		—		3,490		19,869		23,359		5,224		18,135		2000	2011	35 years
Elmcroft of Hagerstown	Hagerstown	MD	—		2,010		1,293		229		1,951		1,581		3,532		562		2,970		1999	2011	35 years
Heritage Woods	Agawam	MA	—		1,249		4,625		—		1,249		4,625		5,874		2,680		3,194		1997	2004	30 years
Devonshire Estates	Lenox	MA	—		1,832		31,124		—		1,832		31,124		32,956		6,333		26,623		1998	2013	35 years
Elmcroft of Downriver	Brownstown Charter Township	MI	—		320		32,652		1,249		371		33,850		34,221		8,860		25,361		2000	2011	35 years
Independence Village of East Lansing	East Lansing	MI	—		1,956		18,122		398		1,956		18,520		20,476		4,295		16,181		1989	2012	35 years
Primrose Austin	Austin	MN	—		2,540		11,707		443		2,540		12,150		14,690		3,150		11,540		2002	2011	35 years
Primrose Duluth	Duluth	MN	—		6,190		8,296		257		6,245		8,498		14,743		2,483		12,260		2003	2011	35 years
Primrose Mankato	Mankato	MN	—		1,860		8,920		352		1,860		9,272		11,132		2,649		8,483		1999	2011	35 years
Lodge at White Bear	White Bear Lake	MN	—		732		24,999		—		732		24,999		25,731		5,069		20,662		2002	2013	35 years
Assisted Living at the Meadowlands - O'Fallon, MO	O'Fallon	MO	—		2,326		14,158		—		2,326		14,158		16,484		2,967		13,517		1999	2015	35 years
Canyon Creek Inn Memory Care	Billings	MT	—		420		11,217		7		420		11,224		11,644		2,866		8,778		2011	2011	35 years
Spring Creek Inn Alzheimer's Community	Bozeman	MT	—		1,345		16,877		—		1,345		16,877		18,222		1,598		16,624		2010	2017	35 years
The Springs at Missoula	Missoula	MT	15,922		1,975		34,390		2,076		1,975		36,466		38,441		8,444		29,997		2004	2012	35 years

	Location				Initial Cost to Company						Gross Amount Carried at Close of Period
Property Name	City	State / Province	Encumbrances		Land and Improvements		Buildings and Improvements		Costs Capitalized Subsequent to Acquisition****1		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 Pointe	Omaha	NE	—		1,316		11,950		2,418		1,316		14,368		15,684		5,397		10,287		1985	2005	35 years
Prestige Assisted Living at Mira Loma	Henderson	NV	—		1,279		12,558		—		1,279		12,558		13,837		1,584		12,253		1998	2016	35 years
Birch Heights	Derry	NH	—		1,413		30,267		—		1,413		30,267		31,680		6,150		25,530		2009	2013	35 years
Bear Canyon Estates	Albuquerque	NM	—		1,879		36,223		—		1,879		36,223		38,102		7,364		30,738		1997	2013	35 years
The Woodmark at Uptown	Albuquerque	NM	—		2,439		33,276		1,473		2,471		34,717		37,188		6,055		31,133		2000	2015	35 years
Elmcroft of Quintessence	Albuquerque	NM	—		1,150		26,527		1,103		1,165		27,615		28,780		7,317		21,463		1998	2011	35 years
The Amberleigh	Buffalo	NY	—		3,498		19,097		6,790		3,498		25,887		29,385		8,822		20,563		1988	2005	35 years
Brookdale Battery Park City	New York	NY	116,100		2,903		186,978		1,100		2,903		188,078		190,981		7,421		183,560		2000	2018	35 years
The Hearth at Castle Gardens	Vestal	NY	—		1,830		20,312		2,230		1,885		22,487		24,372		7,396		16,976		1994	2011	35 years
Elmcroft of Asheboro	Asheboro	NC	—		680		15,370		183		680		15,553		16,233		3,758		12,475		1998	2011	35 years
Arbor Terrace of Asheville	Asheville	NC	—		1,365		15,679		831		1,365		16,510		17,875		3,121		14,754		1998	2015	35 years
Elmcroft of Little Avenue	Charlotte	NC	—		250		5,077		441		250		5,518		5,768		2,053		3,715		1997	2006	35 years
Elmcroft of Cramer Mountain	Cramerton	NC	—		530		18,225		(67	)	530		18,158		18,688		4,438		14,250		1999	2011	35 years
Elmcroft of Harrisburg	Harrisburg	NC	—		1,660		15,130		299		1,660		15,429		17,089		3,710		13,379		1997	2011	35 years
Elmcroft of Hendersonville (NC)	Hendersonville	NC	—		2,210		7,372		55		2,210		7,427		9,637		1,873		7,764		2005	2011	35 years
Elmcroft of Hillsborough	Hillsborough	NC	—		1,450		19,754		(56	)	1,450		19,698		21,148		4,870		16,278		2005	2011	35 years
Willow Grove	Matthews	NC	—		763		27,544		—		763		27,544		28,307		5,584		22,723		2009	2013	35 years
Elmcroft of Newton	Newton	NC	—		540		14,935		133		540		15,068		15,608		3,643		11,965		2000	2011	35 years
Independence Village of Olde Raleigh	Raleigh	NC	—		1,989		18,648		—		1,989		18,648		20,637		4,296		16,341		1991	2012	35 years
Elmcroft of Northridge	Raleigh	NC	—		184		3,592		2,029		207		5,598		5,805		1,666		4,139		1984	2006	35 years
Elmcroft of Salisbury	Salisbury	NC	—		1,580		25,026		114		1,580		25,140		26,720		6,092		20,628		1999	2011	35 years
Elmcroft of Shelby	Shelby	NC	—		660		15,471		11		660		15,482		16,142		3,797		12,345		2000	2011	35 years
Elmcroft of Southern Pines	Southern Pines	NC	—		1,196		10,766		725		1,196		11,491		12,687		3,208		9,479		1998	2010	35 years
Elmcroft of Southport	Southport	NC	—		1,330		10,356		(17	)	1,330		10,339		11,669		2,597		9,072		2005	2011	35 years
Primrose Bismarck	Bismarck	ND	—		1,210		9,768		255		1,210		10,023		11,233		2,709		8,524		1994	2011	35 years
Wellington ALF - Minot ND	Minot	ND	—		3,241		9,509		—		3,241		9,509		12,750		2,465		10,285		2005	2015	35 years
Elmcroft of Lima	Lima	OH	—		490		3,368		471		490		3,839		4,329		1,420		2,909		1998	2006	35 years
Elmcroft of Ontario	Mansfield	OH	—		523		7,968		426		523		8,394		8,917		3,146		5,771		1998	2006	35 years
Elmcroft of Medina	Medina	OH	—		661		9,788		626		661		10,414		11,075		3,904		7,171		1999	2006	35 years
Elmcroft of Washington Township	Miamisburg	OH	—		1,235		12,611		656		1,235		13,267		14,502		4,972		9,530		1998	2006	35 years
Elmcroft of Sagamore Hills	Sagamore Hills	OH	—		980		12,604		825		980		13,429		14,409		5,023		9,386		2000	2006	35 years
Elmcroft of Lorain	Vermilion	OH	—		500		15,461		1,116		557		16,520		17,077		4,786		12,291		2000	2011	35 years
Gardens at Westlake Senior Living	Westlake	OH	—		2,401		20,640		623		2,415		21,249		23,664		4,067		19,597		1987	2015	35 years
Elmcroft of Xenia	Xenia	OH	—		653		2,801		712		653		3,513		4,166		1,299		2,867		1999	2006	35 years
Arbor House of Mustang	Mustang	OK	—		372		3,587		—		372		3,587		3,959		808		3,151		1999	2012	35 years
Arbor House of Norman	Norman	OK	—		444		7,525		—		444		7,525		7,969		1,688		6,281		2000	2012	35 years
Arbor House Reminisce Center	Norman	OK	—		438		3,028		—		438		3,028		3,466		685		2,781		2004	2012	35 years
Arbor House of Midwest City	Oklahoma City	OK	—		544		9,133		—		544		9,133		9,677		2,049		7,628		2004	2012	35 years
Mansion at Waterford	Oklahoma City	OK	—		2,077		14,184		—		2,077		14,184		16,261		3,347		12,914		1999	2012	35 years

	Location				Initial Cost to Company						Gross Amount Carried at Close of Period
Property Name	City	State / Province	Encumbrances		Land and Improvements		Buildings and Improvements		Costs Capitalized Subsequent to Acquisition****1		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 Place	Baker City	OR	—		1,430		5,311		—		1,430		5,311		6,741		910		5,831		1965	2014	35 years
Edgewood Downs	Beaverton	OR	—		2,356		15,476		—		2,356		15,476		17,832		3,183		14,649		1978	2013	35 years
Princeton Village Assisted Living	Clackamas	OR	2,427		1,126		10,283		92		1,126		10,375		11,501		1,935		9,566		1999	2015	35 years
Bayside Terrace Assisted Living	Coos Bay	OR	—		498		2,795		519		498		3,314		3,812		699		3,113		2006	2015	35 years
Ocean Ridge Assisted Living	Coos Bay	OR	—		2,681		10,941		23		2,681		10,964		13,645		2,548		11,097		2006	2015	35 years
Avamere at Hillsboro	Hillsboro	OR	—		4,400		8,353		1,413		4,400		9,766		14,166		2,939		11,227		2000	2011	35 years
The Springs at Tanasbourne	Hillsboro	OR	31,754		4,689		55,035		—		4,689		55,035		59,724		13,789		45,935		2009	2013	35 years
The Arbor at Avamere Court	Keizer	OR	—		922		6,460		110		1,135		6,357		7,492		1,326		6,166		2012	2014	35 years
Pelican Pointe	Klamath Falls	OR	11,128		943		26,237		166		943		26,403		27,346		4,556		22,790		2011	2015	35 years
The Stafford	Lake Oswego	OR	—		1,800		16,122		802		1,806		16,918		18,724		4,680		14,044		2008	2011	35 years
The Springs at Clackamas Woods	Milwaukie	OR	14,238		1,264		22,429		3,194		1,381		25,506		26,887		5,574		21,313		1999	2012	35 years
Clackamas Woods Assisted Living	Milwaukie	OR	7,666		681		12,077		—		681		12,077		12,758		2,829		9,929		1999	2012	35 years
Pheasant Pointe Assisted Living	Molalla	OR	—		904		7,433		242		904		7,675		8,579		1,324		7,255		1998	2015	35 years
Avamere at Newberg	Newberg	OR	—		1,320		4,664		641		1,342		5,283		6,625		1,779		4,846		1999	2011	35 years
Avamere Living at Berry Park	Oregon City	OR	—		1,910		4,249		2,316		1,910		6,565		8,475		2,217		6,258		1972	2011	35 years
McLoughlin Place Senior Living	Oregon City	OR	—		2,418		26,819		—		2,418		26,819		29,237		4,537		24,700		1997	2014	35 years
Avamere at Bethany	Portland	OR	—		3,150		16,740		257		3,150		16,997		20,147		4,691		15,456		2002	2011	35 years
Cedar Village Assisted Living	Salem	OR	—		868		12,652		19		868		12,671		13,539		2,030		11,509		1999	2015	35 years
Redwood Heights Assisted Living	Salem	OR	—		1,513		16,774		(175	)	1,513		16,599		18,112		2,657		15,455		1999	2015	35 years
Avamere at Sandy	Sandy	OR	—		1,000		7,309		345		1,000		7,654		8,654		2,305		6,349		1999	2011	35 years
Suzanne Elise ALF	Seaside	OR	—		1,940		4,027		627		1,945		4,649		6,594		1,490		5,104		1998	2011	35 years
Necanicum Village	Seaside	OR	—		2,212		7,311		270		2,212		7,581		9,793		1,367		8,426		2001	2015	35 years
Avamere at Sherwood	Sherwood	OR	—		1,010		7,051		638		1,010		7,689		8,699		2,228		6,471		2000	2011	35 years
Chateau Gardens	Springfield	OR	—		1,550		4,197		—		1,550		4,197		5,747		1,123		4,624		1991	2011	35 years
Avamere at St Helens	St. Helens	OR	—		1,410		10,496		502		1,410		10,998		12,408		3,195		9,213		2000	2011	35 years
Flagstone Senior Living	The Dalles	OR	—		1,631		17,786		—		1,631		17,786		19,417		3,003		16,414		1991	2014	35 years
Elmcroft of Allison Park	Allison Park	PA	—		1,171		5,686		391		1,171		6,077		7,248		2,255		4,993		1986	2006	35 years
Elmcroft of Chippewa	Beaver Falls	PA	—		1,394		8,586		519		1,394		9,105		10,499		3,365		7,134		1998	2006	35 years
Elmcroft of Berwick	Berwick	PA	—		111		6,741		396		111		7,137		7,248		2,642		4,606		1998	2006	35 years
Elmcroft of Bridgeville	Bridgeville	PA	—		1,660		12,624		585		1,660		13,209		14,869		3,294		11,575		1999	2011	35 years
Elmcroft of Dillsburg	Dillsburg	PA	—		432		7,797		543		432		8,340		8,772		3,091		5,681		1998	2006	35 years
Elmcroft of Altoona	Duncansville	PA	—		331		4,729		540		331		5,269		5,600		1,931		3,669		1997	2006	35 years
Elmcroft of Lebanon	Lebanon	PA	—		240		7,336		481		249		7,808		8,057		2,926		5,131		1999	2006	35 years
Elmcroft of Lewisburg	Lewisburg	PA	—		232		5,666		512		232		6,178		6,410		2,264		4,146		1999	2006	35 years
Lehigh Commons	Macungie	PA	—		420		4,406		450		420		4,856		5,276		2,895		2,381		1997	2004	30 years
Elmcroft of Loyalsock	Montoursville	PA	—		413		3,412		443		413		3,855		4,268		1,439		2,829		1999	2006	35 years
Highgate at Paoli Pointe	Paoli	PA	—		1,151		9,079		—		1,151		9,079		10,230		4,933		5,297		1997	2004	30 years
Elmcroft of Mid Valley	Peckville	PA	—		619		11,662		285		619		11,947		12,566		2,013		10,553		1998	2014	35 years
Sanatoga Court	Pottstown	PA	—		360		3,233		—		360		3,233		3,593		1,807		1,786		1997	2004	30 years

	Location				Initial Cost to Company						Gross Amount Carried at Close of Period
Property Name	City	State / Province	Encumbrances		Land and Improvements		Buildings and Improvements		Costs Capitalized Subsequent to Acquisition****1		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 Commons	Reading	PA	—		470		4,301		—		470		4,301		4,771		2,401		2,370		1997	2004	30 years
Mifflin Court	Reading	PA	—		689		4,265		351		689		4,616		5,305		2,368		2,937		1997	2004	35 years
Elmcroft of Reading	Reading	PA	—		638		4,942		422		638		5,364		6,002		1,977		4,025		1998	2006	35 years
Elmcroft of Reedsville	Reedsville	PA	—		189		5,170		437		189		5,607		5,796		2,083		3,713		1998	2006	35 years
Elmcroft of Shippensburg	Shippensburg	PA	—		203		7,634		514		209		8,142		8,351		3,014		5,337		1999	2006	35 years
Elmcroft of State College	State College	PA	—		320		7,407		389		320		7,796		8,116		2,912		5,204		1997	2006	35 years
Elmcroft of York	York	PA	—		1,260		6,923		232		1,260		7,155		8,415		1,810		6,605		1999	2011	35 years
The Garden House	Anderson	SC	—		969		15,613		236		974		15,844		16,818		2,933		13,885		2000	2015	35 years
Forest Pines	Columbia	SC	—		1,058		27,471		—		1,058		27,471		28,529		5,576		22,953		1998	2013	35 years
Elmcroft of Florence SC	Florence	SC	—		108		7,620		1,095		122		8,701		8,823		3,283		5,540		1998	2006	35 years
Carolina Gardens at Garden City	Murrells Inlet	SC	—		1,095		8,618		—		1,095		8,618		9,713		27		9,686		1999	2019	35 years
Carolina Gardens at Rock Hill	Rock Hill	SC	—		790		9,568		—		790		9,568		10,358		30		10,328		2008	2019	35 years
Primrose Aberdeen	Aberdeen	SD	—		850		659		235		850		894		1,744		472		1,272		1991	2011	35 years
Primrose Place	Aberdeen	SD	—		310		3,242		53		310		3,295		3,605		912		2,693		2000	2011	35 years
Primrose Rapid City	Rapid City	SD	—		860		8,722		88		860		8,810		9,670		2,446		7,224		1997	2011	35 years
Primrose Sioux Falls	Sioux Falls	SD	—		2,180		12,936		315		2,180		13,251		15,431		3,731		11,700		2002	2011	35 years
Elmcroft of Bristol	Bristol	TN	—		470		16,006		411		470		16,417		16,887		4,014		12,873		1999	2011	35 years
Elmcroft of Hamilton Place	Chattanooga	TN	—		87		4,248		494		87		4,742		4,829		1,763		3,066		1998	2006	35 years
Elmcroft of Shallowford	Chattanooga	TN	—		580		7,568		1,070		585		8,633		9,218		2,781		6,437		1999	2011	35 years
Elmcroft of Hendersonville	Hendersonville	TN	—		600		5,304		836		600		6,140		6,740		1,054		5,686		1999	2014	35 years
Regency House	Hixson	TN	—		140		6,611		—		140		6,611		6,751		1,764		4,987		2000	2011	35 years
Elmcroft of Jackson	Jackson	TN	—		768		16,840		885		786		17,707		18,493		3,027		15,466		1998	2014	35 years
Elmcroft of Johnson City	Johnson City	TN	—		590		10,043		372		601		10,404		11,005		2,552		8,453		1999	2011	35 years
Elmcroft of Kingsport	Kingsport	TN	—		22		7,815		571		22		8,386		8,408		3,117		5,291		2000	2006	35 years
Arbor Terrace of Knoxville	Knoxville	TN	—		590		15,862		1,009		590		16,871		17,461		3,176		14,285		1997	2015	35 years
Elmcroft of West Knoxville	Knoxville	TN	—		439		10,697		862		456		11,542		11,998		4,321		7,677		2000	2006	35 years
Elmcroft of Halls	Knoxville	TN	—		387		4,948		506		387		5,454		5,841		958		4,883		1998	2014	35 years
Elmcroft of Lebanon	Lebanon	TN	—		180		7,086		1,098		200		8,164		8,364		3,077		5,287		2000	2006	35 years
Elmcroft of Bartlett	Memphis	TN	—		570		25,552		1,073		570		26,625		27,195		7,054		20,141		1999	2011	35 years
Kennington Place	Memphis	TN	—		1,820		4,748		815		1,820		5,563		7,383		2,467		4,916		1989	2011	35 years
The Glenmary	Memphis	TN	—		510		5,860		3,124		510		8,984		9,494		2,624		6,870		1964	2011	35 years
Elmcroft of Murfreesboro	Murfreesboro	TN	—		940		8,030		228		940		8,258		9,198		2,044		7,154		1999	2011	35 years
Elmcroft of Brentwood	Nashville	TN	—		960		22,020		1,807		973		23,814		24,787		6,449		18,338		1998	2011	35 years
Elmcroft of Arlington	Arlington	TX	—		2,650		14,060		1,038		2,654		15,094		17,748		4,406		13,342		1998	2011	35 years
Meadowbrook ALZ	Arlington	TX	—		755		4,677		940		755		5,617		6,372		1,250		5,122		2012	2012	35 years
Elmcroft of Austin	Austin	TX	—		2,770		25,820		1,274		2,770		27,094		29,864		7,345		22,519		2000	2011	35 years
Elmcroft of Bedford	Bedford	TX	—		770		19,691		1,554		770		21,245		22,015		5,885		16,130		1999	2011	35 years
Highland Estates	Cedar Park	TX	—		1,679		28,943		—		1,679		28,943		30,622		5,888		24,734		2009	2013	35 years
Elmcroft of Rivershire	Conroe	TX	—		860		32,671		1,163		860		33,834		34,694		9,074		25,620		1997	2011	35 years

	Location				Initial Cost to Company						Gross Amount Carried at Close of Period
Property Name	City	State / Province	Encumbrances		Land and Improvements		Buildings and Improvements		Costs Capitalized Subsequent to Acquisition****1		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 Mound	Flower Mound	TX	—		900		5,512		—		900		5,512		6,412		1,499		4,913		1995	2011	35 years
Bridgewater Memory Care	Granbury	TX	—		390		8,186		—		390		8,186		8,576		1,834		6,742		2007	2012	35 years
Copperfield Estates	Houston	TX	—		1,216		21,135		—		1,216		21,135		22,351		4,299		18,052		2009	2013	35 years
Elmcroft of Braeswood	Houston	TX	—		3,970		15,919		1,417		3,970		17,336		21,306		4,942		16,364		1999	2011	35 years
Elmcroft of Cy-Fair	Houston	TX	—		1,580		21,801		1,358		1,593		23,146		24,739		6,213		18,526		1998	2011	35 years
Whitley Place	Keller	TX	—		—		5,100		773		—		5,873		5,873		1,902		3,971		1998	2008	35 years
Elmcroft of Lake Jackson	Lake Jackson	TX	—		710		14,765		1,209		710		15,974		16,684		4,462		12,222		1998	2011	35 years
Polo Park Estates	Midland	TX	—		765		29,447		—		765		29,447		30,212		5,969		24,243		1996	2013	35 years
Arbor Hills Memory Care Community	Plano	TX	—		1,014		5,719		—		1,014		5,719		6,733		1,206		5,527		2013	2013	35 years
Lakeshore Assisted Living and Memory Care	Rockwall	TX	—		1,537		12,883		—		1,537		12,883		14,420		2,908		11,512		2009	2012	35 years
Elmcroft of Windcrest	San Antonio	TX	—		920		13,011		1,058		925		14,064		14,989		4,144		10,845		1999	2011	35 years
Paradise Springs	Spring	TX	—		1,488		24,556		—		1,488		24,556		26,044		4,997		21,047		2008	2013	35 years
Canyon Creek Memory Care	Temple	TX	—		473		6,750		—		473		6,750		7,223		1,516		5,707		2008	2012	35 years
Elmcroft of Cottonwood	Temple	TX	—		630		17,515		1,005		630		18,520		19,150		5,101		14,049		1997	2011	35 years
Elmcroft of Mainland	Texas City	TX	—		520		14,849		1,273		523		16,119		16,642		4,533		12,109		1996	2011	35 years
Elmcroft of Victoria	Victoria	TX	—		440		13,040		1,182		446		14,216		14,662		3,996		10,666		1997	2011	35 years
Windsor Court Senior Living	Weatherford	TX	—		233		3,347		—		233		3,347		3,580		752		2,828		1994	2012	35 years
Elmcroft of Wharton	Wharton	TX	—		320		13,799		1,011		320		14,810		15,130		4,340		10,790		1996	2011	35 years
Mountain Ridge	South Ogden	UT	—		1,243		24,659		99		1,243		24,758		26,001		4,140		21,861		2001	2014	35 years
Elmcroft of Chesterfield	Richmond	VA	—		829		6,534		556		836		7,083		7,919		2,639		5,280		1999	2006	35 years
Pheasant Ridge	Roanoke	VA	—		1,813		9,027		—		1,813		9,027		10,840		2,130		8,710		1999	2012	35 years
Cascade Valley Senior Living	Arlington	WA	—		1,413		6,294		—		1,413		6,294		7,707		1,059		6,648		1995	2014	35 years
The Bellingham at Orchard	Bellingham	WA	—		3,383		17,553		(10	)	3,381		17,545		20,926		2,684		18,242		1999	2015	35 years
Bay Pointe Retirement	Bremerton	WA	—		2,114		21,006		(23	)	2,114		20,983		23,097		3,160		19,937		1999	2015	35 years
Edmonds Landing	Edmonds	WA	—		4,273		27,852		(188	)	4,273		27,664		31,937		4,029		27,908		2001	2015	35 years
The Terrace at Beverly Lake	Everett	WA	—		1,515		12,520		35		1,514		12,556		14,070		1,902		12,168		1998	2015	35 years
Madison House	Kirkland	WA	—		4,291		26,787		782		4,351		27,509		31,860		2,596		29,264		1978	2017	35 years
Delaware Plaza	Longview	WA	4,021		620		5,116		136		815		5,057		5,872		582		5,290		1972	2017	35 years
Canterbury Gardens	Longview	WA	5,451		444		13,715		157		444		13,872		14,316		1,300		13,016		1998	2017	35 years
Canterbury Inn	Longview	WA	14,568		1,462		34,664		837		1,462		35,501		36,963		3,317		33,646		1989	2017	35 years
Canterbury Park	Longview	WA	—		969		30,109		—		969		30,109		31,078		2,836		28,242		2000	2017	35 years
Bishop Place Senior Living	Pullman	WA	—		1,780		33,608		—		1,780		33,608		35,388		5,556		29,832		1998	2014	35 years
Willow Gardens	Puyallup	WA	—		1,959		35,492		—		1,959		35,492		37,451		7,218		30,233		1996	2013	35 years
Clearwater Springs	Vancouver	WA	—		1,269		9,840		(126	)	1,269		9,714		10,983		1,599		9,384		2003	2015	35 years
Cascade Inn	Vancouver	WA	12,378		3,201		19,024		2,321		3,527		21,019		24,546		2,263		22,283		1979	2017	35 years
The Hampton & Ashley Inn	Vancouver	WA	—		1,855		21,047		—		1,855		21,047		22,902		1,974		20,928		1992	2017	35 years
The Hampton at Salmon Creek	Vancouver	WA	11,636		1,256		21,686		—		1,256		21,686		22,942		1,852		21,090		2013	2017	35 years
Elmcroft of Teays Valley	Hurricane	WV	—		1,950		14,489		365		1,955		14,849		16,804		3,657		13,147		1999	2011	35 years

	Location				Initial Cost to Company						Gross Amount Carried at Close of Period
Property Name	City	State / Province	Encumbrances		Land and Improvements		Buildings and Improvements		Costs Capitalized Subsequent to Acquisition****1		Land and Improvements		Buildings and Improvements		Total		Accumulated Depreciation		NBV		Year of Construction	Year Acquired	Life on Which Depreciation in Income Statement is Computed
Elmcroft of Martinsburg	Martinsburg	WV	—		248		8,320		699		248		9,019		9,267		3,315		5,952		1999	2006	35 years
Matthews of Appleton I	Appleton	WI	—		130		1,834		(41	)	130		1,793		1,923		527		1,396		1996	2011	35 years
Matthews of Appleton II	Appleton	WI	—		140		2,016		301		140		2,317		2,457		651		1,806		1997	2011	35 years
Hunters Ridge	Beaver Dam	WI	—		260		2,380		—		260		2,380		2,640		667		1,973		1998	2011	35 years
Azura Memory Care of Beloit	Beloit	WI	—		150		4,356		427		191		4,742		4,933		1,202		3,731		1990	2011	35 years
Azura Memory Care of Clinton	Clinton	WI	—		290		4,390		—		290		4,390		4,680		1,147		3,533		1991	2011	35 years
Creekside	Cudahy	WI	—		760		1,693		—		760		1,693		2,453		509		1,944		2001	2011	35 years
Azura Memory Care of Eau Claire	Eau Claire	WI	—		210		6,259		—		210		6,259		6,469		1,609		4,860		1996	2011	35 years
Azura Memory Care of Eau Claire II	Eau Claire	WI	—		1,188		6,654		—		1,188		6,654		7,842		201		7,641		2019	2019	35 years
Chapel Valley	Fitchburg	WI	—		450		2,372		—		450		2,372		2,822		673		2,149		1998	2011	35 years
Matthews of Milwaukee II	Fox Point	WI	—		1,810		943		37		1,820		970		2,790		397		2,393		1999	2011	35 years
Laurel Oaks	Glendale	WI	—		2,390		43,587		5,130		2,510		48,597		51,107		12,828		38,279		1988	2011	35 years
Layton Terrace	Greenfield	WI	—		3,490		39,201		566		3,480		39,777		43,257		10,562		32,695		1999	2011	35 years
Matthews of Hartland	Hartland	WI	—		640		1,663		43		652		1,694		2,346		601		1,745		1985	2011	35 years
Matthews of Horicon	Horicon	WI	—		340		3,327		(95	)	345		3,227		3,572		1,018		2,554		2002	2011	35 years
Jefferson	Jefferson	WI	—		330		2,384		—		330		2,384		2,714		668		2,046		1997	2011	35 years
Azura Memory Care of Kenosha	Kenosha	WI	—		710		3,254		3,765		1,165		6,564		7,729		1,656		6,073		1996	2011	35 years
Azura Memory Care of Manitowoc	Manitowoc	WI	—		140		1,520		—		140		1,520		1,660		418		1,242		1997	2011	35 years
The Arboretum	Menomonee Falls	WI	—		5,640		49,083		2,158		5,640		51,241		56,881		14,173		42,708		1989	2011	35 years
Matthews of Milwaukee I	Milwaukee	WI	—		1,800		935		119		1,800		1,054		2,854		416		2,438		1999	2011	35 years
Hart Park Square	Milwaukee	WI	—		1,900		21,628		69		1,900		21,697		23,597		5,749		17,848		2005	2011	35 years
Azura Memory Care of Monroe	Monroe	WI	—		490		4,964		—		490		4,964		5,454		1,309		4,145		1990	2011	35 years
Matthews of Neenah I	Neenah	WI	—		710		1,157		64		713		1,218		1,931		439		1,492		2006	2011	35 years
Matthews of Neenah II	Neenah	WI	—		720		2,339		(50	)	720		2,289		3,009		743		2,266		2007	2011	35 years
Matthews of Irish Road	Neenah	WI	—		320		1,036		87		320		1,123		1,443		412		1,031		2001	2011	35 years
Matthews of Oak Creek	Oak Creek	WI	—		800		2,167		(2	)	812		2,153		2,965		655		2,310		1997	2011	35 years
Azura Memory Care of Oak Creek	Oak Creek	WI	—		733		6,248		11		733		6,259		6,992		940		6,052		2017	2017	35 years
Azura Memory Care of Oconomowoc	Oconomowoc	WI	—		400		1,596		4,674		709		5,961		6,670		1,176		5,494		2016	2015	35 years
Wilkinson Woods of Oconomowoc	Oconomowoc	WI	—		1,100		12,436		157		1,100		12,593		13,693		3,342		10,351		1992	2011	35 years
Azura Memory Care of Oshkosh	Oshkosh	WI	—		190		949		—		190		949		1,139		319		820		1993	2011	35 years
Matthews of Pewaukee	Pewaukee	WI	—		1,180		4,124		206		1,197		4,313		5,510		1,354		4,156		2001	2011	35 years
Azura Memory Care of Sheboygan	Sheboygan	WI	—		1,060		6,208		1,400		1,060		7,608		8,668		1,648		7,020		1995	2011	35 years
Matthews of St. Francis I	St. Francis	WI	—		1,370		1,428		(113	)	1,389		1,296		2,685		457		2,228		2000	2011	35 years
Matthews of St. Francis II	St. Francis	WI	—		1,370		1,666		15		1,377		1,674		3,051		550		2,501		2000	2011	35 years
Howard Village of St. Francis	St. Francis	WI	—		2,320		17,232		—		2,320		17,232		19,552		4,649		14,903		2001	2011	35 years
Azura Memory Care of Stoughton	Stoughton	WI	—		450		3,191		—		450		3,191		3,641		896		2,745		1992	2011	35 years
Oak Hill Terrace	Waukesha	WI	—		2,040		40,298		—		2,040		40,298		42,338		10,726		31,612		1985	2011	35 years
Azura Memory Care of Wausau	Wausau	WI	—		350		3,413		—		350		3,413		3,763		909		2,854		1997	2011	35 years

	Location				Initial Cost to Company						Gross Amount Carried at Close of Period
Property Name	City	State / Province	Encumbrances		Land and Improvements		Buildings and Improvements		Costs Capitalized Subsequent to Acquisition****1		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 Square	West Allis	WI	—		1,160		23,714		—		1,160		23,714		24,874		6,240		18,634		1996	2011	35 years
Matthews of Wrightstown	Wrightstown	WI	—		140		376		12		140		388		528		182		346		1999	2011	35 years
Garden Square Assisted Living of Casper	Casper	WY	—		355		3,197		—		355		3,197		3,552		814		2,738		1996	2011	35 years
Whispering Chase	Cheyenne	WY	—		1,800		20,354		—		1,800		20,354		22,154		4,156		17,998		2008	2013	35 years
Ashridge Court	Bexhill-on-Sea	SXE	—		2,274		4,791		(705	)	2,047		4,313		6,360		837		5,523		2010	2015	40 years
Inglewood Nursing Home	Eastbourne	SXE	—		1,908		3,021		(491	)	1,718		2,720		4,438		608		3,830		2010	2015	40 years
Pentlow Nursing Home	Eastbourne	SXE	—		1,964		2,462		(441	)	1,768		2,217		3,985		526		3,459		2007	2015	40 years
Willows Care Home	Romford	ESX	—		4,695		6,983		(1,164	)	4,227		6,287		10,514		1,119		9,395		1986	2015	40 years
Cedars Care Home	Southend-on-Sea	ESX	—		2,649		4,925		(755	)	2,385		4,434		6,819		813		6,006		2014	2015	40 years
Mayflower Care Home	Northfleet	GSD	—		4,330		7,519		(1,180	)	3,899		6,770		10,669		1,228		9,441		2012	2015	40 years
Maples Care Home	Bexleyheath	KNT	—		5,042		7,525		(1,252	)	4,540		6,775		11,315		1,217		10,098		2007	2015	40 years
Barty House Nursing Home	Maidstone	KNT	—		3,769		3,089		(683	)	3,393		2,782		6,175		674		5,501		2013	2015	40 years
Tunbridge Wells Care Centre	Tunbridge Wells	KNT	—		4,323		5,869		(1,016	)	3,892		5,284		9,176		982		8,194		2010	2015	40 years
Heathlands Care Home	Chingford	LON	—		5,398		7,967		(1,332	)	4,860		7,173		12,033		1,315		10,718		1980	2015	40 years
Hampton Care	Hampton	MDX	—		4,119		29,021		(2,154	)	3,852		27,134		30,986		2,107		28,879		2007	2017	40 years
Parkfield House Nursing Home	Uxbridge	MDX	—		1,974		1,009		(194	)	1,846		943		2,789		93		2,696		2000	2017	40 years
Boréa	Blainville	QC	36,125		2,678		56,643		—		2,678		56,643		59,321		448		58,873		2016	2019	57 years
Caléo	Boucherville	QC	38,090		6,009		71,056		—		6,009		71,056		77,065		527		76,538		2018	2019	59 years
L'Avantage	Brossard	QC	20,606		8,771		44,920		—		8,771		44,920		53,691		394		53,297		2011	2019	52 years
Sevä	Candiac	QC	47,744		4,030		64,251		—		4,030		64,251		68,281		475		67,806		2018	2019	59 years
L'Initial	Gatineau	QC	36,953		6,720		62,928		—		6,720		62,928		69,648		478		69,170		2019	2019	60 years
La Croisée de l'Est	Granby	QC	15,856		1,136		40,998		—		1,136		40,998		42,134		374		41,760		2009	2019	50 years
Ambiance	Ile-des-Soeurs, Verdun	QC	21,657		5,007		51,624		—		5,007		51,624		56,631		470		56,161		2005	2019	46 years
Le Savignon	Lachine	QC	26,429		5,271		46,919		—		5,271		46,919		52,190		390		51,800		2013	2019	54 years
Le Cavalier	Lasalle	QC	15,744		5,892		38,926		—		5,892		38,926		44,818		393		44,425		2004	2019	45 years
Quartier Sud	Lévis	QC	30,213		1,933		47,731		—		1,933		47,731		49,664		374		49,290		2015	2019	56 years
Margo	Lévis	QC	36,653		2,034		63,523		—		2,034		63,523		65,557		472		65,085		2017	2019	60 years
Les Promenades du Parc	Longueuil	QC	22,562		5,832		47,101		—		5,832		47,101		52,933		461		52,472		2006	2019	47 years
Elogia	Montréal	QC	27,124		2,808		55,175		—		2,808		55,175		57,983		456		57,527		2007	2019	48 years
Les Jardins Millen	Montréal	QC	28,728		4,325		82,121		—		4,325		82,121		86,446		634		85,812		2012	2019	53 years
Le 22	Montréal	QC	39,428		6,728		70,601		—		6,728		70,601		77,329		540		76,789		2016	2019	57 years
Station Est	Montréal	QC	44,471		4,660		59,110		—		4,660		59,110		63,770		469		63,301		2017	2019	58 years
Ora	Montréal	QC	50,995		10,282		82,095		—		10,282		82,095		92,377		575		91,802		2019	2019	60 years
Elogia II	Montréal	QC	13,279		2,519		25,244		—		2,519		25,244		27,763		—		27,763		CIP	CIP	CIP
Le Quartier Mont-St-Hilaire	Mont-Saint-Hilaire	QC	14,649		1,020		32,554		—		1,020		32,554		33,574		311		33,263		2008	2019	49 years
L'Image d'Outremont	Outremont	QC	16,424		4,565		32,030		—		4,565		32,030		36,595		280		36,315		2008	2019	49 years

	Location				Initial Cost to Company						Gross Amount Carried at Close of Period
Property Name	City	State / Province	Encumbrances		Land and Improvements		Buildings and Improvements		Costs Capitalized Subsequent to Acquisition****1		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 Gibraltar	Québec	QC	21,145		1,191		42,766		—		1,191		42,766		43,957		350		43,607		2013	2019	54 years
Ékla	Québec	QC	53,306		2,256		87,772		—		2,256		87,772		90,028		653		89,375		2017	2019	57 years
Le Notre-Dame	Repentigny	QC	14,512		3,290		41,474		—		3,290		41,474		44,764		435		44,329		2002	2019	43 years
Vent de l'Ouest	Sainte-Geneviève	QC	13,023		4,713		32,526		—		4,713		32,526		37,239		334		36,905		2007	2019	48 years
Les Verrières du Golf	Saint-Laurent	QC	11,556		5,183		44,363		—		5,183		44,363		49,546		429		49,117		2003	2019	44 years
Les Jardins du Campanile	Shawinigan	QC	12,196		578		16,580		—		578		16,580		17,158		202		16,956		2007	2019	48 years
VÜ	Sherbrooke	QC	35,893		706		58,073		—		706		58,073		58,779		450		58,329		2015	2019	56 years
La Cité des Tours	St-Jean-sur-Richelieu	QC	22,328		1,744		44,357		—		1,744		44,357		46,101		395		45,706		2012	2019	53 years
IVVI	St-Laurent	QC	20,904		4,730		41,459		—		4,730		41,459		46,189		—		46,189		CIP	CIP	CIP
VAST	St-Laurent	QC	12,121		3,847		30,401		—		3,847		30,401		34,248		—		34,248		CIP	CIP	CIP
Cornelius	St-Laurent	QC	—		7,480		13,066		—		7,480		13,066		20,546		—		20,546		CIP	CIP	CIP
Liz	St-Laurent	QC	10,665		11,534		17,335		—		11,534		17,335		28,869		—		28,869		CIP	CIP	CIP
Floréa	Terrebonne	QC	42,207		3,275		63,246		—		3,275		63,246		66,521		503		66,018		2016	2019	57 years
Le Félix Vaudreuil-Dorion	Vaudreuil-Dorion	QC	16,201		7,531		34,624		—		7,531		34,624		42,155		332		41,823		2010	2019	51 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 #46	Birmingham	AL	—		—		25,298		4,899		—		30,197		30,197		11,335		18,862		2005	2010	35 years
St. Vincent's Medical Center East #48	Birmingham	AL	—		—		12,698		914		—		13,612		13,612		4,546		9,066		1989	2010	35 years
St. Vincent's Medical Center East #52	Birmingham	AL	—		—		7,608		1,732		—		9,340		9,340		3,867		5,473		1985	2010	35 years
Crestwood Medical Pavilion	Huntsville	AL	2,215		625		16,178		472		625		16,650		17,275		4,914		12,361		1994	2011	35 years
West Valley Medical Center	Buckeye1	AZ	—		3,348		5,233		—		3,348		5,233		8,581		1,306		7,275		2011	2015	31 years
Canyon Springs Medical Plaza	Gilbert	AZ	—		—		27,497		601		—		28,098		28,098		7,640		20,458		2007	2012	35 years
Mercy Gilbert Medical Plaza 1	Gilbert	AZ	—		720		11,277		1,460		772		12,685		13,457		4,401		9,056		2007	2011	35 years
Mercy Gilbert Medical Plaza II	Gilbert	AZ	15,033		—		18,610		—		—		18,610		18,610		281		18,329		2019	2019	35 years
Thunderbird Paseo Medical Plaza	Glendale	AZ	—		—		12,904		1,305		20		14,189		14,209		3,915		10,294		1997	2011	35 years
Thunderbird Paseo Medical Plaza II	Glendale	AZ	—		—		8,100		839		20		8,919		8,939		2,544		6,395		2001	2011	35 years
Arrowhead Physicians Plaza	Glendale	AZ	10,186		308		19,671		65		308		19,736		20,044		762		19,282		2004	2018	35 years
1432 S Dobson	Mesa	AZ	—		—		32,768		1,015		—		33,783		33,783		7,109		26,674		2003	2013	35 years
1450 S Dobson	Mesa	AZ	—		—		11,923		1,271		4		13,190		13,194		3,501		9,693		1977	2011	35 years
1500 S Dobson	Mesa	AZ	—		—		7,395		2,150		4		9,541		9,545		2,434		7,111		1980	2011	35 years
1520 S Dobson	Mesa	AZ	—		—		13,665		1,991		—		15,656		15,656		4,406		11,250		1986	2011	35 years
Deer Valley Medical Office Building II	Phoenix	AZ	—		—		22,663		1,524		14		24,173		24,187		6,345		17,842		2002	2011	35 years
Deer Valley Medical Office Building III	Phoenix	AZ	—		—		19,521		492		12		20,001		20,013		5,597		14,416		2009	2011	35 years
Papago Medical Park	Phoenix	AZ	—		—		12,172		2,202		—		14,374		14,374		4,148		10,226		1989	2011	35 years

	Location				Initial Cost to Company						Gross Amount Carried at Close of Period
Property Name	City	State / Province	Encumbrances		Land and Improvements		Buildings and Improvements		Costs Capitalized Subsequent to Acquisition****1		Land and Improvements		Buildings and Improvements		Total		Accumulated Depreciation		NBV		Year of Construction	Year Acquired	Life on Which Depreciation in Income Statement is Computed
North Valley Orthopedic Surgery Center	Phoenix	AZ	—		2,800		10,150		—		2,800		10,150		12,950		1,898		11,052		2006	2015	35 years
Davita Dialysis - Marked Tree	Marked Tree	AR	—		179		1,580		—		179		1,580		1,759		320		1,439		2009	2015	35 years
Burbank Medical Plaza I	Burbank	CA	—		1,241		23,322		2,094		1,268		25,389		26,657		8,022		18,635		2004	2011	35 years
Burbank Medical Plaza II	Burbank	CA	32,328		491		45,641		586		497		46,221		46,718		12,661		34,057		2008	2011	35 years
Eden Medical Plaza	Castro Valley	CA	—		258		2,455		416		328		2,801		3,129		1,513		1,616		1998	2011	25 years
Sutter Medical Center	Castro Valley	CA	—		—		25,088		1,415		—		26,503		26,503		5,328		21,175		2012	2012	35 years
United Healthcare - Cypress	Cypress	CA	—		12,883		38,309		7		12,883		38,316		51,199		9,126		42,073		1985	2015	29 years
NorthBay Corporate Headquarters	Fairfield	CA	—		—		19,187		—		—		19,187		19,187		4,286		14,901		2008	2012	35 years
Gateway Medical Plaza	Fairfield	CA	—		—		12,872		328		—		13,200		13,200		2,893		10,307		1986	2012	35 years
Solano NorthBay Health Plaza	Fairfield	CA	—		—		8,880		39		—		8,919		8,919		1,988		6,931		1990	2012	35 years
NorthBay Healthcare MOB	Fairfield	CA	—		—		8,507		2,280		—		10,787		10,787		3,149		7,638		2014	2013	35 years
UC Davis Medical Group	Folsom	CA	—		1,873		10,156		224		1,873		10,380		12,253		2,076		10,177		1995	2015	35 years
Verdugo Hills Medical Bulding I	Glendale	CA	—		6,683		9,589		2,298		6,726		11,844		18,570		4,890		13,680		1972	2012	23 years
Verdugo Hills Medical Bulding II	Glendale	CA	—		4,464		3,731		2,809		4,514		6,490		11,004		3,408		7,596		1987	2012	19 years
Grossmont Medical Terrace	La Mesa	CA	—		88		14,192		322		88		14,514		14,602		1,872		12,730		2008	2016	35 years
Los Alamitos Medical & Wellness Pavilion	Los Alamitos	CA	11,838		488		31,720		22		488		31,742		32,230		1,226		31,004		2013	2018	35 years
St. Francis Lynwood Medical	Lynwood	CA	—		688		8,385		1,857		697		10,233		10,930		4,396		6,534		1993	2011	32 years
Facey Mission Hills	Mission Hills	CA	—		15,468		30,116		4,729		15,468		34,845		50,313		7,077		43,236		2012	2012	35 years
Mission Medical Plaza	Mission Viejo	CA	54,019		1,916		77,022		1,838		1,916		78,860		80,776		22,403		58,373		2007	2011	35 years
St Joseph Medical Tower	Orange	CA	43,121		1,752		61,647		2,745		1,761		64,383		66,144		18,307		47,837		2008	2011	35 years
Huntington Pavilion	Pasadena	CA	—		3,138		83,412		10,142		3,138		93,554		96,692		32,070		64,622		2009	2011	35 years
Western University of Health Sciences Medical Pavilion	Pomona	CA	—		91		31,523		—		91		31,523		31,614		8,496		23,118		2009	2011	35 years
Pomerado Outpatient Pavilion	Poway	CA	—		3,233		71,435		3,108		3,233		74,543		77,776		23,174		54,602		2007	2011	35 years
San Bernardino Medical Plaza I	San Bernadino	CA	—		789		11,133		1,511		797		12,636		13,433		11,424		2,009		1971	2011	27 years
San Bernardino Medical Plaza II	San Bernadino	CA	—		416		5,625		1,165		421		6,785		7,206		3,712		3,494		1988	2011	26 years
Sutter Van Ness	San Francisco	CA	102,249		—		157,404		—		—		157,404		157,404		3,517		153,887		CIP	CIP	CIP
San Gabriel Valley Medical Plaza	San Gabriel	CA	—		914		5,510		948		963		6,409		7,372		2,969		4,403		2004	2011	35 years
Santa Clarita Valley Medical Plaza	Santa Clarita	CA	21,370		9,708		20,020		1,951		9,782		21,897		31,679		6,802		24,877		2005	2011	35 years
Kenneth E Watts Medical Plaza	Torrance	CA	—		262		6,945		3,435		343		10,299		10,642		4,679		5,963		1989	2011	23 years
Vaca Valley Health Plaza	Vacaville	CA	—		—		9,634		716		—		10,350		10,350		2,184		8,166		1988	2012	35 years
NorthBay Center For Primary Care - Vacaville	Vacaville	CA	—		777		5,632		300		777		5,932		6,709		468		6,241		1998	2017	35 years
Potomac Medical Plaza	Aurora	CO	—		2,401		9,118		4,190		2,800		12,909		15,709		6,594		9,115		1986	2007	35 years
Briargate Medical Campus	Colorado Springs	CO	—		1,238		12,301		1,134		1,269		13,404		14,673		5,443		9,230		2002	2007	35 years
Printers Park Medical Plaza	Colorado Springs	CO	—		2,641		47,507		3,367		2,652		50,863		53,515		20,884		32,631		1999	2007	35 years
Green Valley Ranch MOB	Denver	CO	5,130		—		12,139		1,177		235		13,081		13,316		2,703		10,613		2007	2012	35 years
Community Physicians Pavilion	Lafayette	CO	—		—		10,436		1,801		—		12,237		12,237		4,529		7,708		2004	2010	35 years

	Location				Initial Cost to Company						Gross Amount Carried at Close of Period
Property Name	City	State / Province	Encumbrances		Land and Improvements		Buildings and Improvements		Costs Capitalized Subsequent to Acquisition****1		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 Center	Lafayette	CO	—		—		4,393		(75	)	—		4,318		4,318		751		3,567		2013	2013	35 years
Dakota Ridge	Littleton	CO	—		2,540		12,901		2,027		2,549		14,919		17,468		2,487		14,981		2007	2015	35 years
Avista Two Medical Plaza	Louisville	CO	—		—		17,330		1,882		—		19,212		19,212		7,333		11,879		2003	2009	35 years
The Sierra Medical Building	Parker	CO	—		1,444		14,059		3,366		1,516		17,353		18,869		8,074		10,795		2009	2009	35 years
Crown Point Healthcare Plaza	Parker	CO	—		852		5,210		167		855		5,374		6,229		1,256		4,973		2008	2013	35 years
Lutheran Medical Office Building II	Wheat Ridge	CO	—		—		2,655		1,324		—		3,979		3,979		1,834		2,145		1976	2010	35 years
Lutheran Medical Office Building IV	Wheat Ridge	CO	—		—		7,266		2,431		—		9,697		9,697		3,417		6,280		1991	2010	35 years
Lutheran Medical Office Building III	Wheat Ridge	CO	—		—		11,947		1,673		—		13,620		13,620		4,327		9,293		2004	2010	35 years
DePaul Professional Office Building	Washington	DC	—		—		6,424		2,724		—		9,148		9,148		4,256		4,892		1987	2010	35 years
Providence Medical Office Building	Washington	DC	—		—		2,473		1,214		—		3,687		3,687		1,838		1,849		1975	2010	35 years
RTS Cape Coral	Cape Coral	FL	—		368		5,448		—		368		5,448		5,816		1,596		4,220		1984	2011	34 years
RTS Ft. Myers	Fort Myers	FL	—		1,153		4,127		—		1,153		4,127		5,280		1,451		3,829		1989	2011	31 years
RTS Key West	Key West	FL	—		486		4,380		—		486		4,380		4,866		1,146		3,720		1987	2011	35 years
JFK Medical Plaza	Lake Worth	FL	—		453		1,711		(147	)	—		2,017		2,017		921		1,096		1999	2004	35 years
East Pointe Medical Plaza	Lehigh Acres	FL	—		327		11,816		—		327		11,816		12,143		2,039		10,104		1994	2015	35 years
Palms West Building 6	Loxahatchee	FL	—		965		2,678		(811	)	—		2,832		2,832		1,286		1,546		2000	2004	35 years
Bay Medical Plaza	Lynn Haven	FL	—		4,215		15,041		(13,601	)	3,644		2,011		5,655		2,376		3,279		2003	2015	35 years
RTS Naples	Naples	FL	—		1,152		3,726		—		1,152		3,726		4,878		1,105		3,773		1999	2011	35 years
Bay Medical Center	Panama City	FL	—		82		17,400		(10,999	)	25		6,458		6,483		2,389		4,094		1987	2015	35 years
RTS Pt. Charlotte	Pt Charlotte	FL	—		966		4,581		—		966		4,581		5,547		1,423		4,124		1985	2011	34 years
RTS Sarasota	Sarasota	FL	—		1,914		3,889		—		1,914		3,889		5,803		1,274		4,529		1996	2011	35 years
Capital Regional MOB I	Tallahassee	FL	—		590		8,773		(324	)	193		8,846		9,039		1,386		7,653		1998	2015	35 years
Athens Medical Complex	Athens	GA	—		2,826		18,339		45		2,826		18,384		21,210		3,274		17,936		2011	2015	35 years
Doctors Center at St. Joseph's Hospital	Atlanta	GA	—		545		80,152		23,318		545		103,470		104,015		20,024		83,991		1978	2015	20 years
Augusta POB I	Augusta	GA	—		233		7,894		2,364		233		10,258		10,491		6,069		4,422		1978	2012	14 years
Augusta POB II	Augusta	GA	—		735		13,717		4,211		735		17,928		18,663		6,530		12,133		1987	2012	23 years
Augusta POB III	Augusta	GA	—		535		3,857		828		535		4,685		5,220		2,404		2,816		1994	2012	22 years
Augusta POB IV	Augusta	GA	—		675		2,182		2,190		691		4,356		5,047		2,301		2,746		1995	2012	23 years
Cobb Physicians Center	Austell	GA	—		1,145		16,805		1,664		1,145		18,469		19,614		6,715		12,899		1992	2011	35 years
Summit Professional Plaza I	Brunswick	GA	—		1,821		2,974		286		1,821		3,260		5,081		3,395		1,686		2004	2012	31 years
Summit Professional Plaza II	Brunswick	GA	—		981		13,818		252		981		14,070		15,051		4,413		10,638		1998	2012	35 years
Fayette MOB	Fayetteville	GA	—		895		20,669		829		895		21,498		22,393		3,842		18,551		2004	2015	35 years
Woodlawn Commons 1121/1163	Marietta	GA	—		5,495		16,028		1,930		5,586		17,867		23,453		3,269		20,184		1991	2015	35 years
PAPP Clinic	Newnan	GA	—		2,167		5,477		68		2,167		5,545		7,712		1,441		6,271		1994	2015	30 years
Parkway Physicians Center	Ringgold	GA	—		476		10,017		1,327		476		11,344		11,820		3,959		7,861		2004	2011	35 years
Riverdale MOB	Riverdale	GA	—		1,025		9,783		259		1,025		10,042		11,067		1,980		9,087		2005	2015	35 years
Rush Copley POB I	Aurora	IL	—		120		27,882		505		120		28,387		28,507		5,035		23,472		1996	2015	34 years
Rush Copley POB II	Aurora	IL	—		49		27,217		471		49		27,688		27,737		4,683		23,054		2009	2015	35 years
Good Shepherd Physician Office Building I	Barrington	IL	—		152		3,224		785		152		4,009		4,161		807		3,354		1979	2013	35 years

	Location				Initial Cost to Company						Gross Amount Carried at Close of Period
Property Name	City	State / Province	Encumbrances		Land and Improvements		Buildings and Improvements		Costs Capitalized Subsequent to Acquisition****1		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 II	Barrington	IL	—		512		12,977		1,160		512		14,137		14,649		3,155		11,494		1996	2013	35 years
Trinity Hospital Physician Office Building	Chicago	IL	—		139		3,329		1,521		139		4,850		4,989		1,272		3,717		1971	2013	35 years
Advocate Beverly Center	Chicago	IL	—		2,227		10,140		355		2,231		10,491		12,722		2,675		10,047		1986	2015	25 years
Crystal Lakes Medical Arts	Crystal Lake	IL	—		2,490		19,504		389		2,535		19,848		22,383		3,687		18,696		2007	2015	35 years
Advocate Good Shepherd	Crystal Lake	IL	—		2,444		10,953		926		2,444		11,879		14,323		2,455		11,868		2008	2015	33 years
Physicians Plaza East	Decatur	IL	—		—		791		2,522		—		3,313		3,313		1,210		2,103		1976	2010	35 years
Physicians Plaza West	Decatur	IL	—		—		1,943		1,204		—		3,147		3,147		1,252		1,895		1987	2010	35 years
SIU Family Practice	Decatur	IL	—		—		3,900		3,778		—		7,678		7,678		3,028		4,650		1996	2010	35 years
304 W Hay Building	Decatur	IL	—		—		8,702		2,080		29		10,753		10,782		3,630		7,152		2002	2010	35 years
302 W Hay Building	Decatur	IL	—		—		3,467		858		—		4,325		4,325		1,773		2,552		1993	2010	35 years
ENTA	Decatur	IL	—		—		1,150		16		—		1,166		1,166		484		682		1996	2010	35 years
301 W Hay Building	Decatur	IL	—		—		640		—		—		640		640		357		283		1980	2010	35 years
South Shore Medical Building	Decatur	IL	—		902		129		56		958		129		1,087		219		868		1991	2010	35 years
Kenwood Medical Center	Decatur	IL	—		—		1,689		1,520		—		3,209		3,209		1,137		2,072		1997	2010	35 years
DMH OCC Health & Wellness Partners	Decatur	IL	—		934		1,386		168		943		1,545		2,488		707		1,781		1996	2010	35 years
Rock Springs Medical	Decatur	IL	—		399		495		109		399		604		1,003		273		730		1990	2010	35 years
575 W Hay Building	Decatur	IL	—		111		739		24		111		763		874		340		534		1984	2010	35 years
Good Samaritan Physician Office Building I	Downers Grove	IL	—		407		10,337		1,270		407		11,607		12,014		2,657		9,357		1976	2013	35 years
Good Samaritan Physician Office Building II	Downers Grove	IL	—		1,013		25,370		862		1,013		26,232		27,245		5,814		21,431		1995	2013	35 years
Eberle Medical Office Building ("Eberle MOB")	Elk Grove Village	IL	—		—		16,315		883		—		17,198		17,198		7,371		9,827		2005	2009	35 years
1425 Hunt Club Road MOB	Gurnee	IL	—		249		1,452		889		352		2,238		2,590		921		1,669		2005	2011	34 years
1445 Hunt Club Drive	Gurnee	IL	—		216		1,405		370		216		1,775		1,991		957		1,034		2002	2011	31 years
Gurnee Imaging Center	Gurnee	IL	—		82		2,731		—		82		2,731		2,813		848		1,965		2002	2011	35 years
Gurnee Center Club	Gurnee	IL	—		627		17,851		—		627		17,851		18,478		5,687		12,791		2001	2011	35 years
South Suburban Hospital Physician Office Building	Hazel Crest	IL	—		191		4,370		850		191		5,220		5,411		1,281		4,130		1989	2013	35 years
755 Milwaukee MOB	Libertyville	IL	—		421		3,716		3,292		630		6,799		7,429		3,497		3,932		1990	2011	18 years
890 Professional MOB	Libertyville	IL	—		214		2,630		568		214		3,198		3,412		1,334		2,078		1980	2011	26 years
Libertyville Center Club	Libertyville	IL	—		1,020		17,176		—		1,020		17,176		18,196		5,748		12,448		1988	2011	35 years
Christ Medical Center Physician Office Building	Oak Lawn	IL	—		658		16,421		2,843		658		19,264		19,922		3,767		16,155		1986	2013	35 years
Methodist North MOB	Peoria	IL	—		1,025		29,493		15		1,025		29,508		30,533		5,180		25,353		2010	2015	35 years
Davita Dialysis - Rockford	Rockford	IL	—		256		2,543		—		256		2,543		2,799		526		2,273		2009	2015	35 years
Round Lake ACC	Round Lake	IL	—		758		370		402		799		731		1,530		650		880		1984	2011	13 years
Vernon Hills Acute Care Center	Vernon Hills	IL	—		3,376		694		416		3,413		1,073		4,486		852		3,634		1986	2011	15 years
Wilbur S. Roby Building	Anderson	IN	—		—		2,653		1,159		—		3,812		3,812		1,822		1,990		1992	2010	35 years
Ambulatory Services Building	Anderson	IN	—		—		4,266		1,926		—		6,192		6,192		2,952		3,240		1995	2010	35 years
St. John's Medical Arts Building	Anderson	IN	—		—		2,281		2,050		—		4,331		4,331		1,779		2,552		1973	2010	35 years

	Location				Initial Cost to Company						Gross Amount Carried at Close of Period
Property Name	City	State / Province	Encumbrances		Land and Improvements		Buildings and Improvements		Costs Capitalized Subsequent to Acquisition****1		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 I	Carmel	IN	—		466		5,954		708		466		6,662		7,128		2,470		4,658		1985	2012	30 years
Carmel II	Carmel	IN	—		455		5,976		1,046		455		7,022		7,477		2,327		5,150		1989	2012	33 years
Carmel III	Carmel	IN	—		422		6,194		857		422		7,051		7,473		2,225		5,248		2001	2012	35 years
Elkhart	Elkhart	IN	—		1,256		1,973		—		1,256		1,973		3,229		1,443		1,786		1994	2011	32 years
Lutheran Medical Arts	Fort Wayne	IN	—		702		13,576		148		702		13,724		14,426		2,413		12,013		2000	2015	35 years
Dupont Road MOB	Fort Wayne	IN	—		633		13,479		313		672		13,753		14,425		2,645		11,780		2001	2015	35 years
Harcourt Professional Office Building	Indianapolis	IN	—		519		28,951		4,610		519		33,561		34,080		10,892		23,188		1973	2012	28 years
Cardiac Professional Office Building	Indianapolis	IN	—		498		27,430		2,092		498		29,522		30,020		7,988		22,032		1995	2012	35 years
Oncology Medical Office Building	Indianapolis	IN	—		470		5,703		432		470		6,135		6,605		2,085		4,520		2003	2012	35 years
CorVasc Medical Office Building	Indianapolis	IN	—		514		9,617		533		871		9,793		10,664		1,315		9,349		2004	2016	36 years
St. Francis South Medical Office Building	Indianapolis	IN	—		—		20,649		1,586		7		22,228		22,235		5,153		17,082		1995	2013	35 years
Methodist Professional Center I	Indianapolis	IN	—		61		37,411		7,000		61		44,411		44,472		14,748		29,724		1985	2012	25 years
Indiana Orthopedic Center of Excellence	Indianapolis	IN	—		967		83,746		3,106		967		86,852		87,819		12,320		75,499		1997	2015	35 years
United Healthcare - Indy	Indianapolis	IN	—		5,737		32,116		—		5,737		32,116		37,853		6,066		31,787		1988	2015	35 years
LaPorte	La Porte	IN	—		553		1,309		—		553		1,309		1,862		620		1,242		1997	2011	34 years
Mishawaka	Mishawaka	IN	—		3,787		5,543		—		3,787		5,543		9,330		4,212		5,118		1993	2011	35 years
Cancer Care Partners	Mishawaka	IN	—		3,162		28,633		—		3,162		28,633		31,795		4,903		26,892		2010	2015	35 years
Michiana Oncology	Mishawaka	IN	—		4,577		20,939		15		4,581		20,950		25,531		3,760		21,771		2010	2015	35 years
DaVita Dialysis - Paoli	Paoli	IN	—		396		2,056		—		396		2,056		2,452		435		2,017		2011	2015	35 years
South Bend	South Bend	IN	—		792		2,530		—		792		2,530		3,322		990		2,332		1996	2011	34 years
Eberly Farm Professional Building	Wichita	KS	—		1,883		7,428		(4,324	)	1,883		3,104		4,987		1,485		3,502		2006	2015	35 years
OLBH Same Day Surgery Center MOB	Ashland	KY	—		101		19,066		1,433		101		20,499		20,600		6,467		14,133		1997	2012	26 years
St. Elizabeth Covington	Covington	KY	—		345		12,790		166		345		12,956		13,301		3,927		9,374		2009	2012	35 years
St. Elizabeth Florence MOB	Florence	KY	—		402		8,279		1,644		402		9,923		10,325		3,623		6,702		2005	2012	35 years
Jefferson Clinic	Louisville	KY	—		—		673		2,018		—		2,691		2,691		416		2,275		2013	2013	35 years
East Jefferson Medical Plaza	Metairie	LA	—		168		17,264		2,930		168		20,194		20,362		7,634		12,728		1996	2012	32 years
East Jefferson MOB	Metairie	LA	—		107		15,137		2,671		107		17,808		17,915		6,459		11,456		1985	2012	28 years
Lakeside POB I	Metairie	LA	—		3,334		4,974		624		342		8,590		8,932		4,645		4,287		1986	2011	22 years
Lakeside POB II	Metairie	LA	—		1,046		802		(165	)	53		1,630		1,683		1,171		512		1980	2011	7 years
Fresenius Medical	Metairie	LA	—		1,195		3,797		74		1,269		3,797		5,066		721		4,345		2012	2015	35 years
RTS Berlin	Berlin	MD	—		—		2,216		—		—		2,216		2,216		709		1,507		1994	2011	29 years
Charles O. Fisher Medical Building	Westminster	MD	10,458		—		13,795		1,849		—		15,644		15,644		7,599		8,045		2009	2009	35 years
Medical Specialties Building	Kalamazoo	MI	—		—		19,242		1,666		—		20,908		20,908		6,984		13,924		1989	2010	35 years
North Professional Building	Kalamazoo	MI	—		—		7,228		1,653		—		8,881		8,881		3,721		5,160		1983	2010	35 years
Borgess Navigation Center	Kalamazoo	MI	—		—		2,391		—		—		2,391		2,391		817		1,574		1976	2010	35 years
Borgess Health & Fitness Center	Kalamazoo	MI	—		—		11,959		605		—		12,564		12,564		4,313		8,251		1984	2010	35 years
Heart Center Building	Kalamazoo	MI	—		—		8,420		716		176		8,960		9,136		3,387		5,749		1980	2010	35 years
Medical Commons Building	Kalamazoo Township	MI	—		—		661		651		—		1,312		1,312		698		614		1979	2010	35 years

	Location				Initial Cost to Company						Gross Amount Carried at Close of Period
Property Name	City	State / Province	Encumbrances		Land and Improvements		Buildings and Improvements		Costs Capitalized Subsequent to Acquisition****1		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 Heights	Madison Heights	MI	—		401		2,946		—		401		2,946		3,347		905		2,442		2002	2011	35 years
Bronson Lakeview OPC	Paw Paw	MI	—		3,835		31,564		—		3,835		31,564		35,399		6,117		29,282		2006	2015	35 years
Pro Med Center Plainwell	Plainwell	MI	—		—		697		7		—		704		704		262		442		1991	2010	35 years
Pro Med Center Richland	Richland	MI	—		233		2,267		213		233		2,480		2,713		801		1,912		1996	2010	35 years
Henry Ford Dialysis Center	Southfield	MI	—		589		3,350		—		589		3,350		3,939		643		3,296		2002	2015	35 years
Metro Health	Wyoming	MI	—		1,325		5,479		—		1,325		5,479		6,804		1,112		5,692		2008	2015	35 years
Spectrum Health	Wyoming	MI	—		2,463		14,353		—		2,463		14,353		16,816		2,912		13,904		2006	2015	35 years
Cogdell Duluth MOB	Duluth	MN	—		—		33,406		(19	)	—		33,387		33,387		7,070		26,317		2012	2012	35 years
Allina Health	Elk River	MN	—		1,442		7,742		114		1,455		7,843		9,298		1,925		7,373		2002	2015	35 years
Unitron Hearing	Plymouth	MN	—		2,646		8,962		5		2,646		8,967		11,613		2,547		9,066		2011	2015	29 years
HealthPartners Medical & Dental Clinics	Sartell	MN	—		2,492		15,694		55		2,503		15,738		18,241		5,094		13,147		2010	2012	35 years
University Physicians - Grants Ferry	Flowood	MS	—		2,796		12,125		(12	)	2,796		12,113		14,909		3,972		10,937		2010	2012	35 years
Arnold Urgent Care	Arnold	MO	—		1,058		556		403		1,097		920		2,017		587		1,430		1999	2011	35 years
DePaul Health Center North	Bridgeton	MO	—		996		10,045		2,954		996		12,999		13,995		6,249		7,746		1976	2012	21 years
DePaul Health Center South	Bridgeton	MO	—		910		12,169		2,562		910		14,731		15,641		5,218		10,423		1992	2012	30 years
St. Mary's Health Center MOB D	Clayton	MO	—		103		2,780		1,321		106		4,098		4,204		1,982		2,222		1984	2012	22 years
Fenton Urgent Care Center	Fenton	MO	—		183		2,714		367		189		3,075		3,264		1,336		1,928		2003	2011	35 years
Broadway Medical Office Building	Kansas City	MO	—		1,300		12,602		9,559		1,336		22,125		23,461		8,327		15,134		1976	2007	35 years
St. Joseph Medical Building	Kansas City	MO	—		305		7,445		2,297		305		9,742		10,047		2,784		7,263		1988	2012	32 years
St. Joseph Medical Mall	Kansas City	MO	—		530		9,115		613		530		9,728		10,258		3,167		7,091		1995	2012	33 years
Carondelet Medical Building	Kansas City	MO	—		745		12,437		3,236		745		15,673		16,418		5,542		10,876		1979	2012	29 years
St. Joseph Hospital West Medical Office Building II	Lake Saint Louis	MO	—		524		3,229		840		524		4,069		4,593		1,502		3,091		2005	2012	35 years
St. Joseph O'Fallon Medical Office Building	O'Fallon	MO	—		940		5,556		332		960		5,868		6,828		1,817		5,011		1992	2012	35 years
Sisters of Mercy Building	Springfield	MO	—		3,427		8,697		—		3,427		8,697		12,124		1,877		10,247		2008	2015	35 years
St. Joseph Health Center Medical Building 1	St. Charles	MO	—		503		4,336		1,338		503		5,674		6,177		2,901		3,276		1987	2012	20 years
St. Joseph Health Center Medical Building 2	St. Charles	MO	—		369		2,963		1,423		369		4,386		4,755		1,792		2,963		1999	2012	32 years
Physicians Office Center	St. Louis	MO	—		1,445		13,825		894		1,445		14,719		16,164		6,460		9,704		2003	2011	35 years
12700 Southford Road Medical Plaza	St. Louis	MO	—		595		12,584		2,756		595		15,340		15,935		5,989		9,946		1993	2011	32 years
Mercy South MOB A	St. Louis	MO	—		409		4,687		1,668		409		6,355		6,764		3,276		3,488		1975	2011	20 years
Mercy South MOB B	St. Louis	MO	—		350		3,942		1,088		350		5,030		5,380		2,795		2,585		1980	2011	21 years
Lemay Urgent Care Center	St. Louis	MO	—		2,317		3,120		696		2,355		3,778		6,133		2,254		3,879		1983	2011	22 years
St. Mary's Health Center MOB B	St. Louis	MO	—		119		4,161		12,546		119		16,707		16,826		3,382		13,444		1979	2012	23 years
St. Mary's Health Center MOB C	St. Louis	MO	—		136		6,018		3,825		136		9,843		9,979		3,083		6,896		1969	2012	20 years
Carson Tahoe Specialty Medical Center	Carson City	NV	—		2,748		27,010		3,444		2,898		30,304		33,202		6,030		27,172		1981	2015	35 years
Carson Tahoe MOB West	Carson City	NV	—		802		11,855		213		703		12,167		12,870		2,262		10,608		2007	2015	29 years
Del E Webb Medical Plaza	Henderson	NV	—		1,028		16,993		2,469		1,028		19,462		20,490		6,932		13,558		1999	2011	35 years
Durango Medical Plaza	Las Vegas	NV	—		3,787		27,738		(2,855	)	3,683		24,987		28,670		4,710		23,960		2008	2015	35 years

	Location				Initial Cost to Company						Gross Amount Carried at Close of Period
Property Name	City	State / Province	Encumbrances		Land and Improvements		Buildings and Improvements		Costs Capitalized Subsequent to Acquisition****1		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 Meadows	Reno	NV	6,418		504		9,966		685		504		10,651		11,155		3,975		7,180		2004	2011	35 years
Cooper Health MOB I	Willingboro	NJ	—		1,389		2,742		4		1,398		2,737		4,135		699		3,436		2010	2015	35 years
Cooper Health MOB II	Willingboro	NJ	—		594		5,638		65		594		5,703		6,297		1,025		5,272		2012	2015	35 years
Salem Medical	Woodstown	NJ	—		275		4,132		6		275		4,138		4,413		742		3,671		2010	2015	35 years
Albany Medical Center MOB	Albany	NY	—		321		18,389		32		321		18,421		18,742		2,839		15,903		2010	2015	35 years
St. Peter's Recovery Center	Guilderland	NY	—		1,059		9,156		—		1,059		9,156		10,215		1,900		8,315		1990	2015	35 years
Central NY Medical Center	Syracuse	NY	—		1,786		26,101		3,393		1,792		29,488		31,280		9,472		21,808		1997	2012	33 years
Northcountry MOB	Watertown	NY	—		1,320		10,799		310		1,320		11,109		12,429		2,234		10,195		2001	2015	35 years
Randolph	Charlotte	NC	—		6,370		2,929		2,494		6,418		5,375		11,793		4,280		7,513		1973	2012	4 years
Mallard Crossing I	Charlotte	NC	—		3,229		2,072		852		3,269		2,884		6,153		2,143		4,010		1997	2012	25 years
Medical Arts Building	Concord	NC	—		701		11,734		1,171		701		12,905		13,606		5,111		8,495		1997	2012	31 years
Gateway Medical Office Building	Concord	NC	—		1,100		9,904		698		1,100		10,602		11,702		4,094		7,608		2005	2012	35 years
Copperfield Medical Mall	Concord	NC	—		1,980		2,846		539		2,139		3,226		5,365		1,902		3,463		1989	2012	25 years
Weddington Internal & Pediatric Medicine	Concord	NC	—		574		688		37		574		725		1,299		391		908		2000	2012	27 years
Duke Health Center South Durham	Durham	NC	—		4,347		75,728		—		4,347		75,728		80,075		1,260		78,815		2017	2019	35 years
Rex Wellness Center	Garner	NC	—		1,348		5,330		438		1,354		5,762		7,116		1,356		5,760		2003	2015	34 years
Gaston Professional Center	Gastonia	NC	—		833		24,885		3,110		863		27,965		28,828		8,110		20,718		1997	2012	35 years
Harrisburg Family Physicians	Harrisburg	NC	—		679		1,646		73		679		1,719		2,398		625		1,773		1996	2012	35 years
Harrisburg Medical Mall	Harrisburg	NC	—		1,339		2,292		311		1,339		2,603		3,942		1,291		2,651		1997	2012	27 years
Northcross	Huntersville	NC	—		623		278		229		623		507		1,130		299		831		1993	2012	22 years
REX Knightdale MOB & Wellness Center	Knightdale	NC	—		—		22,823		989		50		23,762		23,812		5,256		18,556		2009	2012	35 years
Midland Medical Park	Midland	NC	—		1,221		847		120		1,221		967		2,188		637		1,551		1998	2012	25 years
East Rocky Mount Kidney Center	Rocky Mount	NC	—		803		998		19		805		1,015		1,820		467		1,353		2000	2012	33 years
Rocky Mount Kidney Center	Rocky Mount	NC	—		479		1,297		51		479		1,348		1,827		643		1,184		1990	2012	25 years
Rocky Mount Medical Park	Rocky Mount	NC	—		2,552		7,779		2,665		2,652		10,344		12,996		4,002		8,994		1991	2012	30 years
Trinity Health Medical Arts Clinic	Minot	ND	—		935		15,482		372		951		15,838		16,789		3,876		12,913		1995	2015	26 years
Anderson Medical Arts Building I	Cincinnati	OH	—		—		9,632		2,299		146		11,785		11,931		5,419		6,512		1984	2007	35 years
Anderson Medical Arts Building II	Cincinnati	OH	—		—		15,123		3,535		—		18,658		18,658		8,008		10,650		2007	2007	35 years
Riverside North Medical Office Building	Columbus	OH	—		785		8,519		1,818		785		10,337		11,122		4,703		6,419		1962	2012	25 years
Riverside South Medical Office Building	Columbus	OH	—		586		7,298		935		610		8,209		8,819		3,486		5,333		1985	2012	27 years
340 East Town Medical Office Building	Columbus	OH	—		10		9,443		1,259		10		10,702		10,712		3,652		7,060		1984	2012	29 years
393 East Town Medical Office Building	Columbus	OH	—		61		4,760		635		61		5,395		5,456		2,215		3,241		1970	2012	20 years
141 South Sixth Medical Office Building	Columbus	OH	—		80		1,113		2,922		80		4,035		4,115		950		3,165		1971	2012	14 years
Doctors West Medical Office Building	Columbus	OH	—		414		5,362		835		414		6,197		6,611		2,240		4,371		1998	2012	35 years
Eastside Health Center	Columbus	OH	—		956		3,472		(2	)	956		3,470		4,426		2,198		2,228		1977	2012	15 years
East Main Medical Office Building	Columbus	OH	—		440		4,771		67		440		4,838		5,278		1,690		3,588		2006	2012	35 years
Heart Center Medical Office Building	Columbus	OH	—		1,063		12,140		718		1,063		12,858		13,921		4,464		9,457		2004	2012	35 years
Wilkins Medical Office Building	Columbus	OH	—		123		18,062		1,113		123		19,175		19,298		5,078		14,220		2002	2012	35 years
Grady Medical Office Building	Delaware	OH	—		239		2,263		570		239		2,833		3,072		1,233		1,839		1991	2012	25 years

	Location				Initial Cost to Company						Gross Amount Carried at Close of Period
Property Name	City	State / Province	Encumbrances		Land and Improvements		Buildings and Improvements		Costs Capitalized Subsequent to Acquisition****1		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 Building	Dublin	OH	—		342		3,278		281		342		3,559		3,901		1,459		2,442		2001	2012	34 years
Preserve III Medical Office Building	Dublin	OH	—		2,449		7,025		1,211		2,449		8,236		10,685		2,893		7,792		2006	2012	35 years
Zanesville Surgery Center	Zanesville	OH	—		172		9,403		—		172		9,403		9,575		2,722		6,853		2000	2011	35 years
Dialysis Center	Zanesville	OH	—		534		855		99		534		954		1,488		661		827		1960	2011	21 years
Genesis Children's Center	Zanesville	OH	—		538		3,781		—		538		3,781		4,319		1,492		2,827		2006	2011	30 years
Medical Arts Building I	Zanesville	OH	—		429		2,405		666		436		3,064		3,500		1,598		1,902		1970	2011	20 years
Medical Arts Building II	Zanesville	OH	—		485		6,013		1,537		532		7,503		8,035		3,539		4,496		1995	2011	25 years
Medical Arts Building III	Zanesville	OH	—		94		1,248		—		94		1,248		1,342		615		727		1970	2011	25 years
Primecare Building	Zanesville	OH	—		130		1,344		648		130		1,992		2,122		1,060		1,062		1978	2011	20 years
Outpatient Rehabilitation Building	Zanesville	OH	—		82		1,541		—		82		1,541		1,623		654		969		1985	2011	28 years
Radiation Oncology Building	Zanesville	OH	—		105		1,201		—		105		1,201		1,306		609		697		1988	2011	25 years
Healthplex	Zanesville	OH	—		2,488		15,849		1,199		2,649		16,887		19,536		6,803		12,733		1990	2011	32 years
Physicians Pavilion	Zanesville	OH	—		422		6,297		1,577		422		7,874		8,296		3,627		4,669		1990	2011	25 years
Zanesville Northside Pharmacy	Zanesville	OH	—		42		635		—		42		635		677		278		399		1985	2011	28 years
Bethesda Campus MOB III	Zanesville	OH	—		188		1,137		234		199		1,360		1,559		633		926		1978	2011	25 years
Tuality 7th Avenue Medical Plaza	Hillsboro	OR	17,554		1,516		24,638		1,476		1,546		26,084		27,630		8,783		18,847		2003	2011	35 years
Professional Office Building I	Chester	PA	—		—		6,283		3,330		—		9,613		9,613		5,057		4,556		1978	2004	30 years
DCMH Medical Office Building	Drexel Hill	PA	—		—		10,424		2,612		—		13,036		13,036		7,072		5,964		1984	2004	30 years
Pinnacle Health	Harrisburg	PA	—		2,574		16,767		943		2,766		17,518		20,284		3,556		16,728		2002	2015	35 years
Lancaster Rehabilitation Hospital	Lancaster	PA	—		959		16,610		(16	)	959		16,594		17,553		5,141		12,412		2007	2012	35 years
Lancaster ASC MOB	Lancaster	PA	—		593		17,117		491		593		17,608		18,201		5,964		12,237		2007	2012	35 years
St. Joseph Medical Office Building	Reading	PA	—		—		10,823		811		—		11,634		11,634		4,326		7,308		2006	2010	35 years
Crozer - Keystone MOB I	Springfield	PA	—		9,130		47,078		—		9,130		47,078		56,208		10,551		45,657		1996	2015	35 years
Crozer-Keystone MOB II	Springfield	PA	—		5,178		6,523		—		5,178		6,523		11,701		1,555		10,146		1998	2015	25 years
Doylestown Health & Wellness Center	Warrington	PA	—		4,452		17,383		1,191		4,497		18,529		23,026		6,248		16,778		2001	2012	34 years
Roper Medical Office Building	Charleston	SC	—		127		14,737		4,116		127		18,853		18,980		7,044		11,936		1990	2012	28 years
St. Francis Medical Plaza (Charleston)	Charleston	SC	—		447		3,946		711		447		4,657		5,104		1,874		3,230		2003	2012	35 years
Providence MOB I	Columbia	SC	—		225		4,274		884		225		5,158		5,383		2,809		2,574		1979	2012	18 years
Providence MOB II	Columbia	SC	—		122		1,834		289		150		2,095		2,245		1,104		1,141		1985	2012	18 years
Providence MOB III	Columbia	SC	—		766		4,406		946		766		5,352		6,118		2,174		3,944		1990	2012	23 years
One Medical Park	Columbia	SC	—		210		7,939		2,190		214		10,125		10,339		4,568		5,771		1984	2012	19 years
Three Medical Park	Columbia	SC	—		40		10,650		1,912		40		12,562		12,602		5,219		7,383		1988	2012	25 years
St. Francis Millennium Medical Office Building	Greenville	SC	14,161		—		13,062		10,711		30		23,743		23,773		12,135		11,638		2009	2009	35 years
200 Andrews	Greenville	SC	—		789		2,014		1,559		810		3,552		4,362		1,827		2,535		1994	2012	29 years
St. Francis CMOB	Greenville	SC	—		501		7,661		1,068		501		8,729		9,230		2,850		6,380		2001	2012	35 years
St. Francis Outpatient Surgery Center	Greenville	SC	—		1,007		16,538		997		1,007		17,535		18,542		6,253		12,289		2001	2012	35 years

	Location					Initial Cost to Company									Gross Amount Carried at Close of Period
Property Name	City	State / Province	Encumbrances			Land and Improvements			Buildings and Improvements			Costs Capitalized Subsequent to Acquisition****1			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 Center	Greenville	SC	—			342			6,337			1,944			371			8,252			8,623			3,295			5,328			1984	2012	24 years
St. Francis Women's	Greenville	SC	—			322			4,877			1,195			322			6,072			6,394			2,886			3,508			1991	2012	24 years
St. Francis Medical Plaza (Greenville)	Greenville	SC	—			88			5,876			2,006			98			7,872			7,970			2,839			5,131			1998	2012	24 years
River Hills Medical Plaza	Little River	SC	—			1,406			1,813			199			1,406			2,012			3,418			1,025			2,393			1999	2012	27 years
Mount Pleasant Medical Office Longpoint	Mount Pleasant	SC	—			670			4,455			1,268			632			5,761			6,393			2,432			3,961			2001	2012	34 years
Medical Arts Center of Orangeburg	Orangeburg	SC	—			823			3,299			492			823			3,791			4,614			1,487			3,127			1984	2012	28 years
Mary Black Westside Medical Office Bldg	Spartanburg	SC	—			291			5,057			610			300			5,658			5,958			2,166			3,792			1991	2012	31 years
Spartanburg ASC	Spartanburg	SC	—			1,333			15,756			—			1,333			15,756			17,089			2,564			14,525			2002	2015	35 years
Spartanburg Regional MOB	Spartanburg	SC	—			207			17,963			760			286			18,644			18,930			3,385			15,545			1986	2015	35 years
Wellmont Blue Ridge MOB	Bristol	TN	—			999			5,027			110			1,032			5,104			6,136			1,067			5,069			2001	2015	35 years
Health Park Medical Office Building	Chattanooga	TN	—			2,305			8,949			701			2,305			9,650			11,955			3,116			8,839			2004	2012	35 years
Peerless Crossing Medical Center	Cleveland	TN	—			1,217			6,464			22			1,217			6,486			7,703			2,128			5,575			2006	2012	35 years
St. Mary's Clinton Professional Office Building	Clinton	TN	—			298			618			121			298			739			1,037			259			778			1988	2015	39 years
St. Mary's Farragut MOB	Farragut	TN	—			221			2,719			175			221			2,894			3,115			697			2,418			1997	2015	39 years
Medical Center Physicians Tower	Jackson	TN	12,693			549			27,074			97			598			27,122			27,720			9,104			18,616			2010	2012	35 years
St. Mary's Ambulatory Surgery Center	Knoxville	TN	—			129			1,012			—			129			1,012			1,141			425			716			1999	2015	24 years
Texas Clinic at Arlington	Arlington	TX	—			2,781			24,515			545			2,845			24,996			27,841			4,372			23,469			2010	2015	35 years
Seton Medical Park Tower	Austin	TX	—			805			41,527			4,113			1,329			45,116			46,445			12,431			34,014			1968	2012	35 years
Seton Northwest Health Plaza	Austin	TX	—			444			22,632			3,605			444			26,237			26,681			7,276			19,405			1988	2012	35 years
Seton Southwest Health Plaza	Austin	TX	—			294			5,311			516			294			5,827			6,121			1,551			4,570			2004	2012	35 years
Seton Southwest Health Plaza II	Austin	TX	—			447			10,154			71			447			10,225			10,672			2,879			7,793			2009	2012	35 years
BioLife Sciences Building	Denton	TX	—			1,036			6,576			—			1,036			6,576			7,612			1,378			6,234			2010	2015	35 years
East Houston MOB, LLC	Houston	TX	—			356			2,877			1,178			328			4,083			4,411			2,860			1,551			1982	2011	15 years
East Houston Medical Plaza	Houston	TX	—			671			426			10			237			870			1,107			993			114			1982	2011	11 years
Memorial Hermann	Houston	TX	—			822			14,307			—			822			14,307			15,129			2,445			12,684			2012	2015	35 years
Scott & White Healthcare	Kingsland	TX	—			534			5,104			—			534			5,104			5,638			1,000			4,638			2012	2015	35 years
Lakeway Medical Plaza	Lakeway	TX	9,169			270			20,169			372			270			20,541			20,811			766			20,045			2011	2018	35 years
Odessa Regional MOB	Odessa	TX	—			121			8,935			—			121			8,935			9,056			1,588			7,468			2008	2015	35 years
Legacy Heart Center	Plano	TX	—			3,081			8,890			94			3,081			8,984			12,065			1,945			10,120			2005	2015	35 years
Seton Williamson Medical Plaza	Round Rock	TX	—			—			15,074			693			—			15,767			15,767			5,798			9,969			2008	2010	35 years
Sunnyvale Medical Plaza	Sunnyvale	TX	—			1,186			15,397			439			1,243			15,779			17,022			3,074			13,948			2009	2015	35 years
Texarkana ASC	Texarkana	TX	—			814			5,903			137			814			6,040			6,854			1,361			5,493			1994	2015	30 years
Spring Creek Medical Plaza	Tomball	TX	—			2,165			8,212			155			2,165			8,367			10,532			1,475			9,057			2006	2015	35 years
MRMC MOB I	Mechanicsville	VA	—			1,669			7,024			648			1,669			7,672			9,341			3,462			5,879			1993	2012	31 years
Henrico MOB	Richmond	VA	—			968			6,189			1,354			359			8,152			8,511			3,589			4,922			1976	2011	25 years
St. Mary's MOB North (Floors 6 & 7)	Richmond	VA	—			227			2,961			689			227			3,650			3,877			1,731			2,146			1968	2012	22 years
Stony Point Medical Center	Richmond	VA	—			3,822			16,127			21			3,822			16,148			19,970			3,020			16,950			2004	2015	35 years
St. Francis Cancer Center	Richmond	VA	—			654			18,331			1,537			657			19,865			20,522			3,349			17,173			2006	2015	35 years

	Location					Initial Cost to Company									Gross Amount Carried at Close of Period
Property Name	City	State / Province	Encumbrances			Land and Improvements			Buildings and Improvements			Costs Capitalized Subsequent to Acquisition****1			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 Building	Bonney Lake	WA	10,320			5,176			14,375			205			5,176			14,580			19,756			5,127			14,629			2011	2012	35 years
Good Samaritan Medical Office Building	Puyallup	WA	12,311			781			30,368			1,303			801			31,651			32,452			9,192			23,260			2011	2012	35 years
Holy Family Hospital Central MOB	Spokane	WA	—			—			19,085			346			—			19,431			19,431			4,404			15,027			2007	2012	35 years
Physician's Pavilion	Vancouver	WA	—			1,411			32,939			1,199			1,450			34,099			35,549			10,982			24,567			2001	2011	35 years
Administration Building	Vancouver	WA	—			296			7,856			44			317			7,879			8,196			2,507			5,689			1972	2011	35 years
Medical Center Physician's Building	Vancouver	WA	—			1,225			31,246			4,072			1,404			35,139			36,543			11,097			25,446			1980	2011	35 years
Memorial MOB	Vancouver	WA	—			663			12,626			1,620			690			14,219			14,909			4,438			10,471			1999	2011	35 years
Salmon Creek MOB	Vancouver	WA	—			1,325			9,238			605			1,325			9,843			11,168			2,991			8,177			1994	2011	35 years
Fisher's Landing MOB	Vancouver	WA	—			1,590			5,420			434			1,613			5,831			7,444			2,089			5,355			1995	2011	34 years
Columbia Medical Plaza	Vancouver	WA	—			281			5,266			409			331			5,625			5,956			1,935			4,021			1991	2011	35 years
Appleton Heart Institute	Appleton	WI	—			—			7,775			46			—			7,821			7,821			2,511			5,310			2003	2010	39 years
Appleton Medical Offices West	Appleton	WI	—			—			5,756			842			—			6,598			6,598			1,989			4,609			1989	2010	39 years
Appleton Medical Offices South	Appleton	WI	—			—			9,058			200			—			9,258			9,258			3,174			6,084			1983	2010	39 years
Brookfield Clinic	Brookfield	WI	—			2,638			4,093			(2,198		)	440			4,093			4,533			1,666			2,867			1999	2011	35 years
Lakeshore Medical Clinic - Franklin	Franklin	WI	—			1,973			7,579			149			2,029			7,672			9,701			1,607			8,094			2008	2015	34 years
Lakeshore Medical Clinic - Greenfield	Greenfield	WI	—			1,223			13,387			61			1,223			13,448			14,671			2,317			12,354			2010	2015	35 years
Aurora Health Care - Hartford	Hartford	WI	—			3,706			22,019			—			3,706			22,019			25,725			4,292			21,433			2006	2015	35 years
Hartland Clinic	Hartland	WI	—			321			5,050			—			321			5,050			5,371			1,756			3,615			1994	2011	35 years
Aurora Healthcare - Kenosha	Kenosha	WI	—			7,546			19,155			—			7,546			19,155			26,701			3,815			22,886			2014	2015	35 years
Univ of Wisconsin Health	Monona	WI	—			678			8,017			—			678			8,017			8,695			1,704			6,991			2011	2015	35 years
Theda Clark Medical Center Office Pavilion	Neenah	WI	—			—			7,080			1,036			—			8,116			8,116			2,587			5,529			1993	2010	39 years
Aylward Medical Building Condo Floors 3 & 4	Neenah	WI	—			—			4,462			95			—			4,557			4,557			1,593			2,964			2006	2010	39 years
Aurora Health Care - Neenah	Neenah	WI	—			2,033			9,072			—			2,033			9,072			11,105			1,898			9,207			2006	2015	35 years
New Berlin Clinic	New Berlin	WI	—			678			7,121			—			678			7,121			7,799			2,663			5,136			1999	2011	35 years
United Healthcare - Onalaska	Onalaska	WI	—			4,623			5,527			—			4,623			5,527			10,150			1,501			8,649			1995	2015	35 years
WestWood Health & Fitness	Pewaukee	WI	—			823			11,649			—			823			11,649			12,472			4,380			8,092			1997	2011	35 years
Aurora Health Care - Two Rivers	Two Rivers	WI	—			5,638			25,308			—			5,638			25,308			30,946			4,972			25,974			2006	2015	35 years
Watertown Clinic	Watertown	WI	—			166			3,234			—			166			3,234			3,400			1,084			2,316			2003	2011	35 years
Southside Clinic	Waukesha	WI	—			218			5,273			—			218			5,273			5,491			1,790			3,701			1997	2011	35 years
Rehabilitation Hospital	Waukesha	WI	—			372			15,636			—			372			15,636			16,008			4,665			11,343			2008	2011	35 years
United Healthcare - Wauwatosa	Wawatosa	WI	—			8,012			15,992			76			8,012			16,068			24,080			3,851			20,229			1995	2015	35 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 I	Phoenix	AZ	—			—			26,493			—			—			26,493			26,493			—			26,493			CIP	CIP	CIP
100 College Street	New Haven	CT	—			2,706			186,570			6,213			2,706			192,783			195,489			13,295			182,194			2013	2016	59 years
300 George Street	New Haven	CT	—			2,262			122,144			6,217			2,582			128,041			130,623			9,486			121,137			2014	2016	50 years

	Location					Initial Cost to Company									Gross Amount Carried at Close of Period
Property Name	City	State / Province	Encumbrances			Land and Improvements			Buildings and Improvements			Costs Capitalized Subsequent to Acquisition****1			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 Park	Miami	FL	—			2,249			87,019			5,722			2,253			92,737			94,990			8,581			86,409			2014	2016	53 years
IIT	Chicago	IL	—			30			55,620			678			30			56,298			56,328			4,500			51,828			2006	2016	46 years
1030 Mass Ave	Cambridge	MA	—			12,175			112,809			—			12,175			112,809			124,984			2,536			122,448			1986	2019	35 years
University of Maryland BioPark I Unit 1	Baltimore	MD	—			113			25,199			793			113			25,992			26,105			2,015			24,090			2005	2016	50 years
University of Maryland BioPark II	Baltimore	MD	—			61			91,764			4,294			61			96,058			96,119			7,968			88,151			2007	2016	50 years
University of Maryland BioPark Garage	Baltimore	MD	—			77			4,677			350			77			5,027			5,104			675			4,429			2007	2016	29 years
Tributary Street	Baltimore	MD	—			4,015			15,905			597			4,015			16,502			20,517			1,925			18,592			1998	2016	45 years
Beckley Street	Baltimore	MD	—			2,813			13,481			558			2,813			14,039			16,852			1,688			15,164			1999	2016	45 years
University of Maryland BioPark III	Baltimore	MD	—			1,067			—			—			1,067			—			1,067			—			1,067			CIP	CIP	CIP
Heritage at 4240	Saint Louis	MO	—			403			47,125			836			452			47,912			48,364			4,994			43,370			2013	2016	45 years
Cortex 1	Saint Louis	MO	—			631			26,543			1,142			631			27,685			28,316			3,091			25,225			2005	2016	50 years
BRDG Park	Saint Louis	MO	—			606			37,083			2,193			606			39,276			39,882			3,326			36,556			2009	2016	52 years
4220 Duncan Avenue	St Louis	MO	13,856			1,871			35,044			4,150			1,871			39,194			41,065			2,633			38,432			2018	2018	35 years
311 South Sarah Street	St. Louis	MO	—			5,154			—			—			5,154			—			5,154			158			4,996			CIP	CIP	CIP
4300 Duncan	St. Louis	MO	—			2,818			46,749			18			2,818			46,767			49,585			3,264			46,321			2008	2017	35 years
Weston Parkway	Cary	NC	—			1,372			6,535			1,743			1,372			8,278			9,650			1,080			8,570			1990	2016	50 years
Patriot Drive	Durham	NC	—			1,960			10,749			372			1,960			11,121			13,081			1,067			12,014			2010	2016	50 years
Chesterfield	Durham	NC	—			3,594			57,781			4,801			3,619			62,557			66,176			9,602			56,574			2017	2017	60 years
Paramount Parkway	Morrisville	NC	—			1,016			19,794			617			1,016			20,411			21,427			2,172			19,255			1999	2016	45 years
Wake 90	Winston-Salem	NC	—			2,752			79,949			1,296			2,752			81,245			83,997			8,056			75,941			2013	2016	40 years
Wake 91	Winston-Salem	NC	—			1,729			73,690			19			1,729			73,709			75,438			5,988			69,450			2011	2016	50 years
Wake 60	Winston-Salem	NC	15,000			1,243			83,414			1,370			1,243			84,784			86,027			9,164			76,863			2016	2016	35 years
Bailey Power Plant	Winston-Salem	NC	—			1,930			34,122			155			846			35,361			36,207			2,737			33,470			2017	2017	35 years
Hershey Center Unit 1	Hummelstown	PA	—			813			23,699			937			813			24,636			25,449			2,213			23,236			2007	2016	50 years
3737 Market Street	Philadelphia	PA	67,945			40			141,981			6,110			40			148,091			148,131			9,961			138,170			2014	2016	54 years
3711 Market Street	Philadelphia	PA	—			12,320			69,278			6,796			12,320			76,074			88,394			6,103			82,291			2008	2016	48 years
3675 Market Street	Philadelphia	PA	111,876			11,370			109,846			42,275			11,370			152,121			163,491			5,101			158,390			2018	2018	35 years
3701 Filbert Street	Philadelphia	PA	—			3,655			—			—			3,655			—			3,655			—			3,655			CIP	CIP	CIP
115 North 38th Street	Philadelphia	PA	—			2,165			—			—			2,165			—			2,165			—			2,165			CIP	CIP	CIP
225 North 38th Street	Philadelphia	PA	—			9,672			1,260			—			9,672			1,260			10,932			—			10,932			CIP	CIP	CIP
3401 Market Street	Philadelphia	PA	—			4,500			22,157			96			4,500			22,253			26,753			812			25,941			1923	2018	35 years
Drexel Academic Tower (6798)	Philadelphia	PA	—			—			10,177			—			—			10,177			10,177			—			10,177			CIP	CIP	CIP
75 N. 38th Street (6799)	Philadelphia	PA	—			9,432			—			—			9,432			—			9,432			—			9,432			N/A	2019	N/A
One uCity Development	Philadelphia	PA	—			—			6,162			—			—			6,162			6,162			—			6,162			CIP	CIP	CIP
Pittsburgh Phase 1	Pittsburg	PA	—			—			28,342			—			—			28,342			28,342			—			28,342			CIP	CIP	CIP
Pittsburgh Phase 2	Pittsburg	PA	—			—			1,999			—			—			1,999			1,999			—			1,999			CIP	CIP	CIP

	Location					Initial Cost to Company									Gross Amount Carried at Close of Period
Property Name	City	State / Province	Encumbrances			Land and Improvements			Buildings and Improvements			Costs Capitalized Subsequent to Acquisition****1			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 Landing	Providence	RI	—			6,358			111,797			(1,261		)	6,358			110,536			116,894			4,406			112,488			2017	2017	45 years
2/3 Davol Square	Providence	RI	—			4,537			6,886			7,116			4,537			14,002			18,539			1,868			16,671			2005	2017	15 years
One Ship Street	Providence	RI	—			1,943			1,734			(29		)	1,943			1,705			3,648			198			3,450			1980	2017	25 years
Brown Academic/R&D Building	Providence	RI	43,575			—			68,335			—			—			68,335			68,335			423			67,912			2019	2019	35 years
Providence Phase 2	Providence	RI	—			2,251			—			—			2,251			—			2,251			—			2,251			CIP	CIP	CIP
IRP I	Norfolk	VA	—			60			20,084			775			60			20,859			20,919			1,702			19,217			2007	2016	55 years
IRP II	Norfolk	VA	—			69			21,255			808			69			22,063			22,132			1,781			20,351			2007	2016	55 years
Wexford Biotech 8	Richmond	VA	—			2,615			85,514			988			2,615			86,502			89,117			6,318			82,799			2012	2017	35 years
VTR Pre Development Expense			—			—			12,110			—			—			12,110			12,110			—			12,110			CIP	CIP	CIP
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.

VENTAS, INC.

SCHEDULE IV

MORTGAGE LOANS ON REAL ESTATE

December 31, 2019

	Location	Number of RE Assets	Interest Rate	Fixed / Variable	Maturity Date	Monthly Debt Service			Face Value			Net Book Value			Prior Liens
						(In thousands)
First Mortgages
	Ohio	1	8.88%	V	10/1/2021	568			78,448			78,448			—
	Texas	1	7.21%	V	1/31/2029	12			1,900			1,900			—
Mezzanine Loans
	Multiple	156	8.16%	V	6/9/2021	2,005			489,752			487,246			1,024,482
	California	1	7.76%	V	8/29/2024	14			6,428			6,428			34,252
	California	1	7.76%	V	8/29/2024	20			9,336			9,336			11,181
Construction Loans
	Colorado	1	8.75%	F	11/1/2021	437			59,043			58,860			—
Total						$	3,056		$	644,907		$	642,218		$	1,069,915

	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