Dispositions

CCP Spin-Off

On August 17, 2015, we completed the CCP Spin-Off. In connection with the CCP Spin-Off, we disposed of 355 high-quality triple-net leased skilled nursing facilities and other healthcare assets operated by private regional and local care providers. The CCP Spin-Off was effectuated through a distribution of the common shares of CCP to holders of our common stock as of the distribution record date, and qualified as a tax-free distribution to our stockholders. For every four shares of Ventas common stock held as of the distribution record date of August 10, 2015, Ventas stockholders received one CCP common share on August 17, 2015. On August 17, 2015, just prior to the effective time of the spin-off, CCP (as our then wholly owned subsidiary) received approximately $1.4 billion of proceeds from a recently completed term loan and revolving credit facility. CCP paid us a distribution of $1.3 billion from these proceeds. We used this distribution from CCP to pay down our existing debt ($1.1 billion) and to pay for a portion of our quarterly installment of dividends to our stockholders ($0.2 billion).

The historical results of operations of the CCP properties as well as the related assets and liabilities have been presented as discontinued operations in the consolidated statements of operations and comprehensive income. Discontinued operations also include separation costs incurred to complete the CCP Spin-Off of $42.3 million and $0.2 million for the years ended December 31, 2015 and 2014, respectively. Separation costs for 2015 include $3.5 million of stock-based compensation expense representing the incremental fair value of previously vested stock-based compensation awards as of the spin date. In addition, the assets and liabilities of CCP are presented separately from assets and liabilities from continuing operations in the accompanying consolidated balance sheets. The accompanying consolidated statements of cash flows include within operating, investing and financing cash flows those activities which related to our period of ownership of the CCP properties.

The following is a summary of the assets and liabilities of CCP at the CCP Spin-Off date (dollars in thousands):



	August 17, 2015		December 31, 2014
	(In thousands)
Assets:
Net real estate investments	$	2,588,255	$	2,274,310
Cash and cash equivalents	1,749		2,710
Goodwill	135,446		88,959
Assets held for sale	7,610		8,435
Other assets	15,089		16,596
Total assets	2,748,149		2,391,010

Liabilities:
Accounts payable and other liabilities	217,760		204,359
Liabilities related to assets held for sale	985		1,288
Total liabilities	218,745		205,647

Net assets:	$	2,529,404	$	2,185,363

Summarized financial information for CCP discontinued operations for the years ended December 31, 2015, 2014 and 2013 respectively is as follows (dollars in thousands):



	2015		2014		2013
	(In thousands)
Revenues:
Rental income	$	196,848	$	295,767	$	291,524
Income from loans and investments	2,148		3,392		3,783
Interest and other income	63		2		25
	199,059		299,161		295,332
Expenses:
Interest	61,613		87,648		89,602
Depreciation and amortization	79,479		101,760		94,606
General, administrative and professional fees	9		9		25
Merger-related expenses and deal costs	46,402		1,746		—
Other	1,332		13,184		1,368
	188,835		204,347		185,601
Income before real estate dispositions and noncontrolling interest	10,224		94,814		109,731
Gain (loss) on real estate dispositions	—		—		—
Net income from discontinued operations	10,224		94,814		109,731
Net income attributable to noncontrolling interest	120		185		220
Net income from discontinued operations attributable to common stockholders	$	10,104	$	94,629	$	109,511

Capital and development project expenditures relating to CCP for the years ended December 31, 2015, 2014 and 2013 were $21.8 million, $17.2 million and 10.2 million, respectively. Other than capital and development project expenditures there were no other significant non-cash operating or investing activities relating CCP.

We and CCP entered into a transition services agreement prior to the CCP Spin-Off pursuant to which we and our subsidiaries provide to CCP, on an interim, transitional basis, various services. The services provided include information technology, accounting and tax services. The overall fee charged by us for such services (the "Service Fee") is $2.5 million for one year. Through December 31, 2015, we recognized income of $0.9 million, relating to the Service Fee, which is payable in four quarterly installments. The transition services agreement will terminate on the expiration of the term of the last service provided under the agreement, which will be on or prior to August 31, 2016.

Discontinued Operations - Other than CCP Spin-Off

In addition to the amounts reported within discontinued operations relating to the CCP Spin-Off, we reported net income from discontinued operations attributable to common stockholders of $1.0 million, $5.1 million, and $30.3 million for the years ended December 31, 2015, 2014 and 2013, respectively.

As of December 31, 2015, all properties whose results are presented within discontinued operations have been sold.

2015 Activity

During 2015, we sold 39 triple-net leased properties and 26 MOBs for aggregate consideration of $541.0 million, including lease termination fees of $6.0 million (included within triple-net leased rental income in our Consolidated Statements of Income). We recognized a gain on the sales of these assets of $46.3 million (net of taxes), of which $27.4 million is being deferred due to one secured loan ($78.4 million) and one non-mortgage loan ($20.0 million) we made to the buyers in connection with the sales of certain assets. These deferred gains will be recognized into income as principal payments are made on the loans over their respective terms.

Subsequent to December 31, 2015 we sold one triple-net leased property, one seniors housing community included in our seniors housing operations reportable business segment and one MOB for aggregate consideration of $54.5 million and we estimate recognizing gains on the sales of these assets of $26.9 million.

2014 Activity

During 2014, we sold 16 triple-net leased properties, two seniors housing communities included in our seniors housing operations reportable business segment and four properties included in our MOB operations reportable business segment for aggregate consideration of $118.2 million. We recognized a net gain on the sales of these assets of $21.3 million, $1.5 million of which is reported within discontinued operations in our Consolidated Statements of Income.

2013 Activity

During 2013, we sold 19 triple-net leased properties, one seniors housing community included in our senior living operations reportable business segment and two properties included in our MOB operations reportable business segment for aggregate consideration of $35.1 million, including lease termination fees of $0.3 million. We recognized a net gain on the sales of these assets of $5.0 million, all of which is reported within discontinued operations in our Consolidated Statements of Income.

Assets Held for Sale

The table below summarizes our real estate assets classified as held for sale as of December 31, 2015 and 2014, including the amounts reported within other assets and accounts payable and other liabilities on our Consolidated Balance Sheets.



	December 31, 2015					December 31, 2014
	Number of Properties Held for Sale	Assets Held for Sale		Liabilities Held for Sale		Number of Properties Held for Sale (2)	Assets Held for Sale		Liabilities Held for Sale
	(Dollars in thousands)
Triple-net leased properties	2	$	4,488	$	44	333	$	2,410,840	$	205,931
MOB operations (1)	8	68,619		24,759		32	144,482		32,042
Seniors living operations	1	19,953		9,537		—	—		—
Total	11	$	93,060	$	34,340	365	$	2,555,322	$	237,973


(1)	Four MOBs previously reported as held for sale (and discontinued operations) were classified as held and used (and part of continuing operations) as of December 31, 2015 and December 31, 2014.


(2)	December 31, 2014 includes 323 properties disposed of as part of the CCP Spin-Off. Also included are loans, goodwill and other assets and liabilities contributed to CCP.

Real Estate Impairment

We recognized impairments of $42.2 million, $56.6 million and $51.5 million for the years ended December 31, 2015, 2014 and 2013 respectively, which are recorded primarily as a component of depreciation and amortization and relate primarily to our triple-net leased properties reportable business segment. Of these impairments, $8.9 million, $13.2 million and $41.6 million for the years ended December 31, 2015, 2014 and 2013 respectively were reported in discontinued operations in our Consolidated Statements of Income. Our recorded impairments were primarily the result of a change in our intent to hold the impaired assets. In each case, we recognized an impairment in the periods in which our change in intent was made.