EXCELLENCE. SUSTAINED. INVESTOR PRESENTATION NOVEMBER 2017

Transcription

1 EXCELLENCE. SUSTAINED. INVESTOR PRESENTATION NOVEMBER 2017

2 FORWARD-LOOKING STATEMENTS This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, among others, statements of expectations, beliefs, future plans and strategies, anticipated results from operations and developments and other matters that are not historical facts. The forward-looking statements are based on management s beliefs as well as on a number of assumptions concerning future events. Readers of these materials are cautioned not to put undue reliance on these forward-looking statements, which are not a guarantee of performance and are subject to a number of uncertainties and other factors that could cause actual events or results to differ materially from those expressed or implied by the forward-looking statements. The most important factors that could prevent the Company from achieving its stated goals include, but are not limited to: (a) the ability and willingness of the Company s tenants, operators, borrowers, managers and other third parties to satisfy their obligations under their respective contractual arrangements with the Company, including, in some cases, their obligations to indemnify, defend and hold the Company harmless from and against various claims, litigation and liabilities; (b) the ability of the Company s tenants, operators, borrowers and managers to maintain the financial strength and liquidity necessary to satisfy their respective obligations and liabilities to third parties, including without limitation obligations under their existing credit facilities and other indebtedness; (c) the Company s success in implementing its business strategy and the Company's ability to identify, underwrite, finance, consummate and integrate diversifying acquisitions and investments, including investments in different asset types and outside the United States; (d) macroeconomic conditions such as a disruption of or a lack of access to the capital markets, changes in the debt rating on U.S. government securities, default or delay in payment by the United States of its obligations, and changes in the federal or state budgets resulting in the reduction or nonpayment of Medicare or Medicaid reimbursement rates; (e) the nature and extent of future competition, including new construction in the markets in which the Company s seniors housing communities and medical office buildings are located; (f) the extent and effect of future or pending healthcare reform and regulation, including cost containment measures and changes in reimbursement policies, procedures and rates; (g) increases in the Company s borrowing costs as a result of changes in interest rates and other factors; (h) the ability of the Company s tenants, operators and managers, as applicable, to comply with laws, rules and regulations in the operation of the Company s properties, to deliver highquality services, to attract and retain qualified personnel and to attract residents and patients; (i) the Company s ability and willingness to maintain its qualification as a REIT in light of economic, market, legal, tax and other considerations; (j) the ability and willingness of the Company s tenants to renew their leases with the Company upon expiration of the leases, the Company s ability to reposition its properties on the same or better terms in the event of nonrenewal or in the event the Company exercises its right to replace an existing tenant or manager, and obligations, including indemnification obligations, the Company may incur in connection with the replacement of an existing tenant or manager; (k) consolidation activity in the seniors housing and healthcare industries resulting in a change of control of, or a competitor s investment in, one or more of the Company s tenants, operators, borrowers or managers or significant changes in the senior management of the Company s tenants, operators, borrowers or managers; and (l) the other factors set forth in the Company s periodic filings with the Securities and Exchange Commission. 1

3 TABLE OF CONTENTS Ventas Introduction (3-13) Healthcare Real Estate Market (14-21) Office Platform (22-29) Seniors Housing Operating Portfolio (30-34) Health System Portfolio (35-38) Post-Acute Portfolio (39-41) Closing (42) Appendix Definitions and SEC Reg. G Compliance (44-52) 2

4 VENTAS INTRODUCTION EXCELLENCE. SUSTAINED.

5 VENTAS INVESTMENT THESIS EXCELLENCE. SUSTAINED. We are the premier provider of capital to leading senior living and healthcare operators and research institutions Ventas is positioned at the intersection of two large and dynamic markets: healthcare and real estate Each represents nearly 20% of U.S. GDP Demand tailwind of large growing senior population + longevity megatrend $1T, fragmented real estate market ripe for investment Excellence Demonstrated: track record of consistent growth and income through cycles for almost two decades We will sustain excellence with superior People, Properties and Platforms Diversified business model and financial strength High-quality portfolio >1,200 properties partnered with leading operators across asset classes Outstanding cohesive team 4

6 LONG-TERM SUSTAINABLE GROWTH AND INCOME WITH FINANCIAL STRENGTH Annual FFO / Sh Growth since % Annual Cash Dividend / Sh Growth since % TSR CAGR since 12/31/ % Private Pay Revenues 3 94% Credit Rating BBB+ Kindred SNF Sales $700M At ~7% Cash Yield Leading S&P 500 Company 3 $35B Enterprise Value Best-In-Class Fixed Charge Coverage 3 Diversified Portfolio 3 4.6x >1,200 Assets 1. Source: Company financials. FFO growth based on arithmetic average of annual growth rates from the period. FFO average utilizes 2015 and 2016 Comparable normalized FFO / share growth rates of 9% per the Company s Q4 and full year 2015 earnings release and 5% per the Company s Q4 and full year 2016 press release, respectively. Dividend growth represents annual cash dividends paid per share from the period, excluding special dividends or share distributions to shareholders. 2. Total shareholder return represents compound annual growth rate through 12/31/ Data per Q filings, press release, supplemental and earnings conference call dated 10/27/

7 NORMALIZED FFO ($) / SHARE Growth (INDEXED TO 2001) OUR FORESIGHT AND INNOVATION CHANGED THE WAY REAL ESTATE INVESTORS THINK ABOUT HEALTHCARE; CHANGING THE WAY LEADING PROVIDERS / OPERATORS THINK ABOUT REAL ESTATE Healthcare Real Estate Foresight Execute Early Grow Platforms with Winning Operators of 10 credit upgrades during financial crisis 4.0 RIDEA RMZ Campaign Source: Company financials. Based on annual growth rates from the period and 2016 periods utilize Comparable normalized FFO / share growth rates. 6

8 DELIVERING VALUE TO SHAREHOLDERS AND MEETING CUSTOMER NEEDS Leading Platforms Attractive Investments Scalable Growth + Value Creation MOBs Leading national MOB business 95% on-campus / affiliated 75% NOI affiliated with A-rated or better health systems Highly diversified top 5 systems <20% rent Stable, growing cash flows >7x investment growth ~5 years 7.3% unlevered yield on invested capital Significant multiple expansion since investment creates value (recent benchmark for transactions mid-to-high 4% yield) Senior Living ~$3B initial investment w/ consistent cash flow growth outperformance High-quality real estate in top coastal MSAs with high wealth, home values and barriers to entry Top 10 national senior care provider Nearly doubled investment in ~5 years to fuel Atria growth Trophy (re)development projects underway Life Science University-based, new life science and innovation centers that are >97% occupied with long leases and strong credit Adjacent business line that diversifies cash flows and is a new channel for growth Attractive yield, superior risk adjusted return Exclusive capital partner to leading developer Funding significant projects with life science and innovation centers associated with top research institutions >33% growth in investments and commitments 1 year since acquisition; new university relationships including Brown University Acute Care $2B investment Scalable platform, $3B revenue provider in 6 states Superior risk-adjusted return Key not-for-profit relationships High-quality facilities with significant market share 7

9 CONSISTENT, SUPERIOR GROWTH & INCOME VTR 11% Norm. FFO / Share Growth 1 HCP HCN 5% 4% VTR 8% Cash Dividend / Share Growth 2 HCN HCP 3% 2% Company financials. Based on arithmetic average of annual growth rates from the period. VTR average utilizes 2015 and 2016 Comparable normalized FFO / share growth rates. HCP results utilize 2016 comparable FFO as adjusted per share growth rate. HCP 2001 and 2002 reported results adjusted for 2:1 stock split. 2. Represents annual cash dividends paid per share from the period, excluding special dividends or share distributions to shareholders. 8

10 LEADERSHIP IN CORPORATE RESPONSIBILITY (ESG) E Stewards of the Environment S Social Responsibility G Strong Governance 29 LEED and 67 ENERGY STAR buildings MOST among healthcare REIT peers Employee-initiated giving 100 employees obtained funds for charities they are actively involved in ($250K donated) S&P 500 leader in board gender diversity with 30% women S&P 500 average is ~20% ~$500M in development targeting LEED certification 1 70% of total development spend Giving back to our communities 5-year, $1M partnership with The Greater Chicago Food Depository to end senior hunger 90% independent directors with deep knowledge of healthcare, finance and real estate On track to meet long-term reduction targets: -10% Energy use and greenhouse gas emissions -5% Water use -4% Landfill waste Recognized for impact CEO Debra A. Cafaro honored at the 2015 Brain Ball Raised >$1.5 million for Alzheimer's Association Focused on shareholder rights Board voluntarily adopted a proxy access bylaw in 2017 VTR Added to Dow Jones Sustainability Index Based on Outstanding Corporate Sustainability Assessment; VTR Ranked #1 Amongst Healthcare REITs in 2017 GRESB Real Estate Assessment on Sustainability 1. Based on total active and committed development project costs as reflected on page 22 of the Q supplemental. 9

11 IMPROVED 2017 OUTLOOK Normalized FFO / Share (2017E) Total Same-Store Cash NOI Growth (2017E) Current $4.13 $4.16 2% 2.5% 07/28 Guidance Narrowed Range + Maintained Midpoint $4.12 $4.18 $0.04 / share impact to previous guidance from accelerated SNF sales Raised Midpoint + Narrowed Range 1.5% 2.5% Improved 2017 total company same-store growth outlook to 2%-2.5% (25bps increase) Increased NNN and MOB full year same-store projection +25bps Tightened SHOP range and maintained midpoint Maintained midpoint of 2017 normalized FFO / share guidance despite 4 cent reduction in earnings from accelerated SNF sales Driven by improved property performance Note: Data per Q press release, supplemental and earnings conference call dated 10/27/

12 STRATEGIC SENIORS HOUSING OPPORTUNITY 1 New Strategic Platform with Experienced Team New strategic relationship with recently founded seniors housing operator led by Kai Hsiao Existing NNN Seniors Housing Portfolio >70 NNN seniors housing communities master leased to Elmcroft Senior Living 1.1x-1.19x EBITDARM coverage High-quality, geographically diverse private pay portfolio Strategically located in markets with large and growing aging populations and demographics national averages Core, stable communities + communities with significant potential upside Collaboratively agreed to transition the portfolio 2 Demonstrated track record of value creation and success Provides optionality and flexibility with new operator platform Portfolio will be operated under a management agreement with VTR Existing portfolio will be transitioned to the new operator in early 2018 Joint Venture with Leading Global Capital Partner Transitioned seniors housing portfolio to be owned in a new joint venture between VTR and a leading global capital partner Diversifies capital sources + provides liquidity Provides a competitive advantage for successful growth Expect to complete the joint venture in early 2018 Note: Data per Q press release, supplemental and earnings conference call dated 10/27/2017, unless otherwise noted. 11

13 ATTRACTIVE CAPITAL STRUCTURE 1 Debt / Enterprise Value Significant Unencumbered Asset Base 2 67% 33% ~$27B Unencumbered GAV Equity Net Debt Debt Composition 13% 12% $4B Encumbered GAV 90% unencumbered NOI, >$1.8B 75% Unsecured Bank Debt Unsecured Public Bonds Non-Recourse Mortgages 87% unencumbered GAV, ~$27B Secured debt / GAV 5% 1. Data per Q press release, supplemental and earnings conference call dated 10/27/2017, unless otherwise noted. 2. Gross Asset Value equals gross book value for assets owned after 4/17/02 and TTM EBITDA is capped at 9% for assets owned prior to 4/17/02, per loan covenants. 12

14 STRONG FINANCIAL METRICS Total Indebtedness / Gross Asset Value Secured Debt / Gross Asset Value S&P BBB A- A- A BBB+ BBB+ BBB+ A- A- Moody s Baa2 A3 Baa2 A2 Baa1 Baa2 Baa1 Baa1 A3 31% Fitch BBB A- BBB+ A BBB+ BBB BBB+ A- BBB+ 44% 41% 41% 40% 39% 36% 36% 35% 34% 18% 14% 14% 9% 6% 6% 5% 2% HCP FRT BXP SPG VTR VNO HCN EQR PLD Net Debt + Preferred / EBITDA 7.0x 6.4x 6.2x 5.8x 5.7x 5.7x 5.7x 5.5x 5.2x VNO SPG EQR BXP HCN FRT PLD VTR HCP Fixed Charge Coverage 5.6x 5.1x 4.6x 4.1x 4.1x 3.8x 3.5x 2.6x 2.5x VNO HCP BXP FRT SPG EQR VTR HCN PLD A - Rated REITs PLD SPG VTR FRT BXP HCP HCN VNO EQR B - Rated REITs Source: Company Q filings, supplemental disclosures, and earnings press releases. Credit ratings from Bloomberg. Note: Reflects healthcare REIT peers and select REIT peers rated Baa1/BBB+ or higher; green shaded bars represent any Company with an A average rating. 13

15 HEALTHCARE REAL ESTATE MARKET EXCELLENCE. SUSTAINED.

16 ATTRACTIVE AND DYNAMIC OPPORTUNITIES VTR AT THE INTERSECTION OF HEALTHCARE AND REAL ESTATE >$17T U.S. GDP Healthcare 20% by VTR ~20% Real Estate 2 Large and growing aging population increases demand for healthcare and senior living products Senior population has immense spending power and wealth Healthcare spending projected to grow 5.8% annually ( ) 1 Senior housing and healthcare real estate market is large, fragmented and ripe for consolidation ($1T real estate market) Healthcare real estate under-owned by REITs <15% well below other REIT sectors Consolidation opportunities at the early stages of asset migration to REITs (most efficient owners) 1. Source: CMS. 2. Source: NAIOP Economic Impacts of Commercial Real Estate, 2015 Edition; represents total economic contribution to GDP (includes multiplier effect). 15

17 DEMOGRAPHICS & LONGEVITY FUELING DEMAND Growing Population of Healthcare Consumers With Immense Wealth and Spending Power And Increasing Care Needs with Age 7x Faster Growth in 75+ Population 1 10,000 Boomers Turning Medicare Eligible Daily 2 34M 75+ By 2030 (+14M) 1 >$640K Average 75+ Net Worth 3 73% Of U.S. Healthcare Spending from 50+ Population 4 $12T Of Wealth Transfer to Boomers over Next Years 4 5x More Healthcare Spending from Seniors 5 2.5x More Physician Office Visits from Seniors 6 40% Of 85+ Cohort Need Help with 3+ Activities of Daily Living 4 1. Source: US Census Bureau, Population Division. 2. Source: Pew Research Center. 3. Federal Reserve Survey of Consumer Finances. 4. Bank of America Merrill Lynch, Thematic Investing (May 2016). 5. ISI Real Estate Research; Bureau of Labor Statistics. 6. Marcus and Millichap, CMS. 16

18 A $1T DOMESTIC REAL ESTATE MARKET ASSETS SHOULD FLOW TO MOST EFFICIENT OWNERS Outpatient Facilities/ MOBs Life Science / Biotech Facilities Domestic market is large and growing 5% 10% Post-Acute Facilities Early stages of securitized public real estate 39% 15% Private Pay Seniors Housing Dynamic policy environment Care delivery increasingly interconnected 31% Hospitals Consolidating and fragmented market with significant capital needs 17

19 SIGNIFICANT RUNWAY FOR GROWTH EARLY INNINGS OF HEALTHCARE REIT OWNERSHIP PERCENTAGE OF REAL ESTATE OWNED BY REITS Successful Model for Separating Real Estate from Operating Business 40%-50% 50%-55% 20%-25% 12%-15% Healthcare Multifamily Housing (Top 50) 1 Malls Hotels (Top 25) 2 High-Quality, Highly-Rated Healthcare Service Providers are Capital Constrained An Opportunity for Health Care REITs 1. Based on number of units owned by top 50 multifamily housing owners. 2. Based on number of units owned by top 25 hotel owners. 18

20 INVESTING ACROSS THE CAPITAL STRUCTURE IN DIVERSIFIED ASSET TYPES Senior Housing MOBs Acute Care Life Science Post-Acute NNN Lease Debt Investments Operating Real Estate Operator Equity Investment 19

21 THE VENTAS ADVANTAGE ENSURING EXCELLENCE. SUSTAINED. PEOPLE OUR PEOPLE OUR PROCESSES OUR CULTURE ADVANTAGED REAL ESTATE ASSETS IN ATTRACTIVE MARKETS PROPERTIES ADVANTAGE PLATFORMS LEADING OPERATORS ACROSS THE SITES OF CARE 20

22 FUTURE GROWTH PROSPECTS ARE BRIGHT DRIVE OPERATIONAL EXCELLENCE WITH LEADING OPERATORS BUILD ON ADVANTAGED PLATFORMS WITHIN ASSET CLASSES CAPITALIZE ON HEALTHCARE CONVERGENCE EXPLORE NEW MARKETS MOBs and SHOP E.g., Health Systems, Life Science and Redevelopment Real estate solutions across sites of care New asset classes and geographies Opportunities to Invest Across Asset Classes and Capital Structure 21

23 OFFICE PLATFORM EXCELLENCE. SUSTAINED.

24 VENTAS OFFICE PORTFOLIO 1 International Hospitals Skilled Nursing Life Science Medical Office Health Systems Loans 6% 6% 1% 20% IRFs & LTACs 7% 1% 7% ~$2B NOI 23% 30% Seniors Housing - Operating Seniors Housing - NNN >25% attractive life science and medical office ~20M square foot leading national MOB outpatient business ~5M square foot institutionalquality life science and innovation centers Adjacent drivers Importance of affiliations (university and health system) High-quality assets with institutional-quality credit Core businesses with reliable cash flows 1. Data per Q press release, supplemental and earnings conference call dated 10/27/

25 OUR "INSTITUTIONAL" OFFICE PORTFOLIO Ventas Office Portfolio Medical Office Buildings University Based Life Science Anchor Tenants: Leading Health Systems and Care Providers Anchor Tenants: Top Life Science Research Universities Attractive, On Campus Locations Attractive, On Campus Locations Strong Credit Tenants Strong Credit Tenants Long Duration Assets with Reliable, Growing Cash Flows Long Duration Assets with Reliable, Growing Cash Flows 24

26 LEADING OFFICE PLATFORMS Medical Office Portfolio ($ investment) Life Science Portfolio ($ investment) $5.2B $0.7B 7.3% Yield on Invested Capital $1.5B $2.0B 6.9% Yield on Invested Capital 1 2Q11 3Q10 2Q16 3Q17 Initial Investment Current Investment / Commitments >7x investment growth since initial acquisition Significant MTM value creation 7.3% yield on invested capital Leading national platform 400+ customers Diversified cash flows with attractive credit profile Well planned anticipated CEO transition >33% expansion in ~1 year since initial acquisition #1 capital allocation priority Institutional university-based business long lease terms, new assets, excellent credit Cash flows from excellent credit tenants 75% AA-rated universities, investment grade or $1B+ market cap companies Strong example of Ventas value creation and continued investment in future growth Note: Data per Q press release, supplemental and earnings conference call dated 10/27/ Based on 26 properties reflected in Q supplemental, excluding developments not yet completed. 25

27 OUR LEADING NATIONAL MOB FOOTPRINT Excellent Portfolio Metrics >95% On Campus / Affiliated WA VT NH 84% Investment Grade + HCA Affiliations OR NV CA ID ID UT AZ MT WY CO NM ND SD NE KS OK TX MN WI IA IL MO AR MS LA MI IN KY TN AL OH WV NC SC GA FL PA VA NC NY F L ME M E NJ DE DC MD MA RI CT 75% <20% 32 NOI with A-Rated or Better Affiliations Rent from Top 5 Tenants States ~20M Outpatient Square Feet Note: Data per Q press release, supplemental and earnings conference call dated 10/27/2017. Note: Brand names shown are not all-inclusive. Blue states represent states where VTR owns MOB properties. = Top tenant by base rent 26

28 EXCITING UNIVERSITY-BASED LIFE SCIENCE & INNOVATION BUSINESS High-Quality Properties Partnerships with Leading Institutions 27

29 FUTURE GROWTH FROM UNIVERSITY RELATIONSHIPS VTR Life Science University Relationships - Tenant Life Science R&D Spending (2014) Total University Life Science R&D Spending (2014) Penn State $250 Wake Forest $172 Brown $141 Drexel, Old Dominion, IIT $88 Maryland $382 Miami $254 Wash. U. $586 Duke $868 Yale $640 U. of Penn $656 All Other 55% VTR Life Science 11% Next 20 Largest Institutions 34% Source: National Science Foundation. Note: Latest data as of 2014; federal scientific research funding represents total funds that are committed by federal agencies to support science-related research at higher education institutions across the U.S. 28

30 CASE STUDY: ATTRACTIVE INVESTMENT WITH STRONG RISK ADJUSTED RETURN Portfolio Valuation VTR Life Science 1? Duke MOBs VTR Life Science vs. Duke MOBs Average Occupancy 2 >97% 93% Average Lease Term 2 10 Years 9-10 Years Average Age 2 6 Years 8 Years % Office Properties 3 100% ~80% Tenant Credit Profile 4 75% Aa2 Universities, IG or $1B+ Market Cap 50% A or Better Rated Tenants Cap Rate ~4.5% Significant Value Creation and MTM on VTR Life Science Investment 1. Ventas figures from Company public financial disclosures and investor presentations. Data current as of Q Duke MOB statistics per HTA s presentation on 05/12/ Duke MOB percentage office properties per Green Street research on 05/03/2017. Green Street indicates that ~20% of the Duke portfolio is inpatient rehab or microhospitals 4. Duke MOB tenant credit profile per Duke Realty s investor presentation at the Citi Global Property CEO Conference on March 6-7,

31 SENIORS HOUSING OPERATING PORTFOLIO EXCELLENCE. SUSTAINED.

32 VENTAS SENIORS HOUSING PORTFOLIO 1 International Hospitals Skilled Nursing Life Science Health Systems Loans 6% 6% 1% IRFs & LTACs 7% 1% 7% ~$2B NOI 30% Seniors Housing - Operating Outstanding SHOP assets in advantaged markets + high-quality NNN leases ~50% SHOP / 50% NNN seniors housing portfolio Tremendous industry tailwinds Growth in the seniors population 20% Benefits of communal living Medical Office 23% Seniors Housing - NNN 0.5%-1.5% 2017(E) SHOP samestore NOI growth 1. Data per Q press release, supplemental and earnings conference call dated 10/27/

33 SHOP ASSETS IN ATTRACTIVE LOCATIONS 25% West Coast NOI 1 45% East Coast NOI 1 70% of SHOP NOI in high-barrier-toentry coastal markets 1 Median home values 2.2x national average Median household income 1.4x national average Strong Metrics vs. Industry Benchmarks Ventas SHOP 2,3 Industry benchmarks SHOPMedian household income $81,343 $57,462 3 Top 30 MSAs Median home value $441,484 $197, population growth 12.4% 12.2% 3 Building age Note: Data as of the third quarter ended 09/30/2017, unless otherwise noted. 1. Percentage of U.S. SHOP NOI in coastal markets as shown on map. 2. SHOP portfolio represents U.S. portfolio; metrics weighted by NOI; from 3Q17 Ventas supplemental. 3. Demographic data provided by Nielsen and reflects 2017 projections, unless otherwise noted; certain Canadian data is unavailable; population growth reflects Nielsen projections. 4. 3Q17 NIC data; AL/IL supply excluding new construction. 32

34 SENIORS HOUSING SUPPLY AND DEMAND Continued Strong Seniors Housing Demand 1 Seniors Housing Absorption Rate 2.6% 2.5% 2.5% 2.4% 2.4% 3.2% 3.4% Q1'16 Q2'16 Q3'16 Q4'16 Q1'17 Q2'17 Q3'17 Demand Drivers Strong value proposition Only 11% national penetration = opportunity for future demand 80+ population boom 50% growth Industry Construction Starts Have Declined Nearly 50% 1 31K Units Q YTD Nearly 50% Decline in Starts 18K Units Q YTD VTR SHOP Principally in High-Barrier Markets 3 VTR SHOP Portfolio = 30% VTR NOI ~21% Key Takeaways Attractive seniors housing demand drivers New starts have moderated vs peaks ~21% VTR NOI High-Barrier SHOP Markets = Engine Room of SHOP Growth Equilibrium Markets ~9% ~9% VTR NOI Supply / Demand Mismatch Non-Equilibrium Markets Encouraging data starts nationally Q YTD were nearly half those in the same 2015 period Timing mismatch between supply and demand in select markets Powerful upside with aging demographic 1. NIC Q data. 2. Census Bureau population projections. 3. Equilibrium markets defined as markets where demand growth approximates new supply growth within VTR defined trade areas. 33

35 SHOP 2017 GUIDANCE CONSISTENT WITH FEBRUARY OUTLOOK 1 February Guidance Current Guidance FY 2017(E) Same-Store Growth 0%-2% 0.5%-1.5% Metrics REVPOR ~4% REVPOR Growth (Driven by Strong In-Place Rate Increases) Labor Expense 4%-5% Growth 2 (Partially Offset by Non-Labor Operating Expenses) Occupancy ~200bps Lower (Year-Over-Year for FY 2017) Key Drivers Consistent FY(E) NOI growth midpoint tightened and narrowed range in Q3 High-barrier markets driving NOI growth Attractive rate growth together with wage inflation Accelerated pace of deliveries, with non-equilibrium markets largely offsetting total NOI growth Implied modest Q4 year-over-year NOI decline at midpoint of guidance 1. Data per Q press release, supplemental, and earnings conference call dated 10/27/ Constant volume wage increase; not adjusted for changes in labor levels. 34

36 HEALTH SYSTEM PORTFOLIO EXCELLENCE. SUSTAINED.

37 VENTAS HEALTH SYSTEM PORTFOLIO 1 International Hospitals Health Systems Skilled Nursing Life Science Medical Office Loans 6% 1% 6% 20% IRFs & LTACs 7% 1% 7% ~$2B NOI 23% 30% Seniors Housing - Operating Seniors Housing - NNN Partnered with Winning Platform Investing in health providers through ownership of a variety of real estate, including hospitals, cancer centers, outpatient Leading platform in $3B revenues provider Ardent 6 states and ~40% average market share Leading top and bottom line performance Financially strong, scalable platform 1. Data per Q press release, supplemental and earnings conference call dated 10/27/

38 DEFINING A STRONG HEALTH SYSTEM MOB Women s Center Health System Ambulatory Care Acute Hospice Cancer Center Emergency Department A health system is defined as a network of care across multiple sites Inpatient + outpatient sites of care controlled by the system Each site of care is only as strong as the overall health system Strong systems share common characteristics Leading local market share Payer / provider leverage Scale Quality outcomes Strong demographics With Ardent, 100% of EBITDA across sites of care supports our rent 37

39 ARDENT IN AMARILLO: A CASE STUDY OF A STRONG HEALTH SYSTEM SIGNIFICANT MARKET PRESENCE ACROSS MULTIPLE SITES OF CARE Regional / County, 9% >50% Market Share NW Texas 40% BSA Health System - Ardent 51% ~$550M Revenue (100%) Supporting VTR Lease Other Facilities ~30% Hospital Inpatient ~40% Hospital Outpatient ~30% Hospital 4 Walls ~40% Outpatient / 60% Inpatient ~80% System Revenue VTR Owned VTR Owned ~80% Other ~20% All 100% Supports Ardent s Rent to VTR Source: Ardent internal information. 38

40 POST-ACUTE PORTFOLIO EXCELLENCE. SUSTAINED.

41 PRO FORMA VENTAS POST-ACUTE PORTFOLIO 1 Skilled Nursing International Hospitals Life Science Loans Health Systems Medical Office 1% 6% 6% IRFs & LTACs 20% 1% 7% 7% ~$2B NOI 23% 30% Seniors Housing - Operating Seniors Housing - NNN 1% SNFs post-sale successful deemphasis of SNFs starting with CCP spin off $570M of SNFs sold, >$500M in gains 1.6x Q2 IRF & LTAC EBITDARM coverage (operator cash flow / rent) 6.1x Kindred adjusted net debt / EBITDAR 2 SNF sale deleveraging and accretive Guaranteed leases Cash flow stability long-term leases through 2023 / Data per Q press release, supplemental and earnings conference call dated 10/27/ Calculated as Kindred s net debt (long-term debt plus 2017 guided rent expenses multiplied by 6) less cash and cash equivalents, divided by 2017 guided Core EBITDAR. Based on Kindred s Q earnings release and conference call on 11/07/

42 KINDRED HEALTHCARE Diverse Business Mix LTAC Patient Criteria 3 LTAC 34% 12% LTAC Criteria Mitigation: The company has a three pronged strategy: 1) asset pruning (-15% of beds), 2) replacing lost patients (more compliant patients, managed care), and 3) continue noncompliant patients in low occupancy areas like TX (25% of business). (BAML, 05/17/2017) Rehab Home Health & Hospice 24% 43% Kindred Kindred 1 88% Genesis Genesis 2 SNF We have a very good relationship with Ventas those are very stable hospitals in good markets we feel pretty good about having those be a part of our portfolio for a number of years to come. Ben Breier, CEO, Kindred Healthcare (11/07/2017) The success of our ongoing LTAC patient criteria mitigation strategy resulted in our Hospital Division delivering operating results that were largely in line with expectations. Ben Breier, CEO, Kindred Healthcare (11/06/2017) 10% SNF Sale: With VTR selling SNF assets at a low 7.0% cap rate and OHI buying some of these same assets at a high 9.5% cap rate, we applaud both management teams for their ability to create shareholder value against the difficult backdrop of a challenging SNF environment Tayo Okusanya, Jefferies (09/10/2017) Compliant revenue increased to 89% from 88% Same-store managed care and commercial volumes increased 5.1% Impact Expected to Improve through Based on Q revenue before eliminations. Pro forma for Kindred s announced plan to exit its SNF business. Totals may not add due to rounding. 2. Based on 2016 revenue. SNF category corresponds to inpatient services in Genesis 10K and includes AL facilities. Pro forma for the sale of Genesis s home health and hospice business. 3. Information based on Kindred earnings conference calls, press releases, and analyst research. 41

43 SUMMARY Ventas is an S&P 500 diversified provider of capital to leading senior living and healthcare operators and research institutions. Ventas has a long and successful history of outperformance, stability, growth and income with a strong balance sheet. Massive, fragmented healthcare real estate market with strong demand tailwinds and longevity megatrend provide opportunities for growth. The Ventas Advantage of people, platforms and properties will fuel Ventas s continued success. 42

44 EXCELLENCE. SUSTAINED. 1 Welcome Overviewv9.ppt 43

45 DEFINITIONS AND SEC REG. G COMPLIANCE

46 DEFINITION OF TERMS NAREIT Funds from Operations ( FFO ) Net income attributable to common stockholders (computed in accordance with GAAP) excluding gains (or losses) from sales of real estate property, including gain (or loss) on re-measurement of equity method investments and impairment write-downs of depreciable real estate, plus real estate depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures will be calculated to reflect FFO on the same basis. Normalized FFO We consider normalized FFO to be an appropriate measure of the operating performance of an equity REIT. This measure of operating performance allows investors, analysts and our management to compare operating performance to the operating performance of other real estate companies and between periods on a consistent basis without having to account for differences caused by unanticipated items and other events such as transactions and litigation. Normalized FFO is calculated as NAREIT FFO excluding the following income and expense items (which may be recurring in nature): (i) Deal Costs, (ii) the impact of any expenses related to asset impairment and valuation allowances, the write-off of unamortized deferred financing fees, or additional costs, expenses, discounts, make whole payments, penalties or premiums incurred as a result of early retirement or payment of the Company s debt, (iii) the non-cash effect of income tax benefits or expenses, the non-cash impact of changes to the Company s executive equity compensation plan and derivative transactions that have non-cash mark to market impacts on the Company s income statement, (iv) the financial impact of contingent consideration, severance-related costs and charitable donations to the Ventas Charitable Foundation, (v) gains and losses for non-operational foreign currency hedge agreements and changes in the fair value of financial instruments, (vi) gains and losses on non-real estate dispositions and other unusual items related to unconsolidated entities and (vii) net expenses or recoveries related to natural disasters. Cash Flow Coverage For Triple-Net Stabilized assets, operator-reported EBITDARM divided by cash rent for a period. Operator-reported EBITDARM and rent may be adjusted for certain one-time events or out-of-period items. Because Triple-Net financials are delivered to Ventas following the reporting period, Cash Flow Coverage is reported in arrears. 45

47 DEFINITION OF TERMS (CONT D) Seniors Housing Operating Portfolio ( SHOP ) In our senior living operations segment, we invest in seniors housing communities throughout the United States and Canada and engage independent operators, such as Atria and Sunrise, to manage those communities pursuant to long-term management agreements. Ventas realizes the income and expense, including the management fees paid to its independent operators, of the SHOP portfolio in its financial statements. Triple-Net Leased ( NNN ) Portfolio Under our triple-net leased properties segment, we invest in seniors housing and healthcare properties throughout the United States and the United Kingdom and lease those properties to healthcare operating companies under triple-net or absolute-net leases that obligate the tenants to pay all property-related expenses, including maintenance, utilities, repairs, taxes, insurance and capital expenditures. The NNN portfolio includes leased seniors housing assets, IRFs & LTACs, skilled nursing facilities, U.S. acute care hospitals and international hospitals. Office Operations Portfolio In our office operations segment, we primarily acquire, own, develop, lease and manage MOBs and life science and innovation centers throughout the United States. Loan Portfolio In our loan portfolio, we make secured and non-mortgage loans relating to seniors housing and healthcare operators or properties. Annualized Revenue & NOI A period s reported revenue and Reported Segment NOI, extrapolated on a per diem, monthly or quarterly basis to an annualized result. Results may be adjusted for certain one-time or out-of-period items, reflect only Ventas s share of ownership and are presented in US dollars ( USD ) based on the applicable exchange rates where revenue and expenses are translated from a foreign currency. Property Net Operating Income ( Property NOI ) For owned assets, reported property-level revenues less reported property-level operating expenses. For debt investments, total interest income. 46

48 2017 GUIDANCE 1,2,3 1. The Company s guidance constitutes forward-looking statements within the meaning of the federal securities laws and is based on a number of assumptions that are subject to change and many of which are outside the control of the Company. Actual results may differ materially from the Company's expectations depending on factors discussed in the Company s filings with the Securities and Exchange Commission. 2. Totals and per share amounts may not add due to rounding. Per share quarterly amounts may not add to annual per share amounts due to changes in the Company's weighted average diluted share count, if any. Same-store Cash NOI is at constant currency. 3. See page 26 of the Q supplemental for detailed breakout of adjustments for each respective category. 47

49 EARNINGS ($ IN 000S, EXCEPT PER SHARE AMOUNTS) 1 NON-GAAP FINANCIAL MEASURES FFO AND FAD RECONCILIATION INCLUDING COMPARABLE 1. Totals and per share amounts may not add due to rounding. Per share quarterly amounts may not add to annual per share amounts due to material changes in the Company s weighted average diluted share count, if any. 48

50 NORMALIZED FFO ($ IN 000S, EXCEPT PER SHARE AMOUNTS) NON-GAAP FINANCIAL MEASURES 1. Per share amounts may not add due to rounding. 49

51 by their nature are not comparable from period to period and tend to obscure the Company s actual credit quality. 50 NON-GAAP FINANCIAL MEASURES ADJUSTED PRO FORMA 1 EBITDA AND NET DEBT TO ADJUSTED PRO FORMA 1 EBITDA ($ IN 000S) 1. The following table illustrates net debt to pro forma earnings, which includes amounts in discontinued operations, before interest, taxes, depreciation and amortization (including non-cash stock-based compensation expense), excluding gains or losses on extinguishment of debt, consolidated joint venture partners share of EBITDA, merger-related expenses and deal costs, expenses related to the re-audit and re-review in 2014 of the Company s historical financial statements, net gains or losses on real estate activity, gains or losses on re-measurement of equity interest upon acquisition, changes in the fair value of financial instruments, unrealized foreign currency gains or losses and net expenses or recoveries related to natural disasters, and including the Company s share of EBITDA from unconsolidated entities and adjustments for other immaterial or identified items ( Adjusted EBITDA ). The following information considers the pro forma effect on Adjusted EBITDA of the Company s activity during the three months ended September 30, 2017 and June 30, 2017, as if the transactions had been consummated as of the beginning of the periods ( Adjusted Pro Forma EBITDA ). The Company believes that net debt, Adjusted Pro Forma EBITDA and net debt to Adjusted Pro Forma EBITDA are useful to investors, analysts and Company management because they allow the comparison of the Company s credit strength between periods and to other real estate companies without the effect of items that

52 NOI RECONCILIATION BY SEGMENT 1,2 ($ IN 000S) NON-GAAP FINANCIAL MEASURES 1. Amounts above are adjusted to exclude discontinued operations for all periods presented. 2. Amounts above are not restated for changes between categories from quarter to quarter. 51

53 SAME-STORE CASH NOI GUIDANCE 1,2 ($ IN 000S) NON-GAAP FINANCIAL MEASURES 1. The Company s guidance constitutes forward-looking statements within the meaning of the federal securities laws and is based on a number of assumptions that are subject to change and many of which are outside the control of the Company. Actual results may differ materially from the Company s expectations depending on factors discussed in the Company s filings with the Securities and Exchange Commission. 2. See table titled Same-Store Cash NOI by Segment for detailed breakout of adjustments for each respective category. 3. Total may not add across due to minor corporate-level adjustments. 4. Includes real estate depreciation and amortization, corporate depreciation and amortization and amortization of other intangibles. 5. Includes interest expense, general and administrative expenses (including stock based compensation), loss on extinguishment of debt, merger-related expenses and deal costs, income from unconsolidated entities, income tax benefit, and other income and expenses.. 6. Represents costs expensed by one operator related to the implementation of new software. 52