10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2022
OR
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
	ACT OF 1934 FOR THE TRANSITION PERIOD FROM____________TO____________

Commission file number: 1-10989

Ventas, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	61-1055020
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

353 N. Clark Street, Suite 3300

Chicago, Illinois 60654

(Address of Principal Executive Offices)    

(877) 483-6827

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Exchange on Which Registered
Common Stock $0.25 par value	VTR	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒    No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒    No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer ☐	Non-accelerated filer	☐
Smaller reporting company	☐		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐    No ☒

As of August 3, 2022, there were 399,712,763 shares of the registrant’s common stock outstanding.

VENTAS, INC.

FORM 10-Q

INDEX

		Page
PART I—FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements (Unaudited)	1
	Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021	1
	Consolidated Statements of Income for the Three and Six Months Ended June 30, 2022 and 2021	2
	Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2022 and 2021	3
	Consolidated Statements of Equity for the Three and Six Months Ended June 30, 2022 and 2021	4
	Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2022 and 2021	6
	Notes to Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	56
Item 4.	Controls and Procedures	58
PART II—OTHER INFORMATION
Item 1.	Legal Proceedings	59
Item 1A.	Risk Factors	59
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	59
Item 5.	Other Information	59
Item 6.	Exhibits	60

PART I—FINANCIAL INFORMATION

ITEM 1.    CONSOLIDATED FINANCIAL STATEMENTS

VENTAS, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share amounts, unaudited)

	As of June 30, 2022		As of December 31, 2021
Assets
Real estate investments:
Land and improvements	$	2,444,519	$	2,432,065
Buildings and improvements	26,186,712		25,778,490
Construction in progress	251,300		269,315
Acquired lease intangibles	1,361,671		1,369,747
Operating lease assets	315,896		317,858
	30,560,098		30,167,475
Accumulated depreciation and amortization	(8,834,315)		(8,350,637)
Net real estate property	21,725,783		21,816,838
Secured loans receivable and investments, net	529,630		530,126
Investments in unconsolidated real estate entities	533,705		523,465
Net real estate investments	22,789,118		22,870,429
Cash and cash equivalents	127,073		149,725
Escrow deposits and restricted cash	48,958		46,872
Goodwill	1,044,509		1,046,140
Assets held for sale	31,768		28,399
Deferred income tax assets, net	11,152		11,152
Other assets	575,577		565,069
Total assets	$	24,628,155	$	24,717,786
Liabilities and equity
Liabilities:
Senior notes payable and other debt	$	12,328,140	$	12,027,544
Accrued interest	104,419		106,602
Operating lease liabilities	194,241		197,234
Accounts payable and other liabilities	1,062,935		1,090,254
Liabilities related to assets held for sale	5,871		10,850
Deferred income tax liabilities	46,613		59,259
Total liabilities	13,742,219		13,491,743
Redeemable OP unitholder and noncontrolling interests	282,542		280,283
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, 399,715 and 399,420 shares issued at June 30, 2022 and December 31, 2021, respectively	99,913		99,838
Capital in excess of par value	15,514,015		15,498,956
Accumulated other comprehensive loss	(56,355)		(64,520)
Retained earnings (deficit)	(5,044,569)		(4,679,889)
Treasury stock, 7 and 0 shares issued at June 30, 2022 and December 31, 2021, respectively	(408)		—
Total Ventas stockholders’ equity	10,512,596		10,854,385
Noncontrolling interests	90,798		91,375
Total equity	10,603,394		10,945,760
Total liabilities and equity	$	24,628,155	$	24,717,786

See accompanying notes.

1

VENTAS, INC.

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts, unaudited)

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2022		2021		2022		2021
Revenues
Rental income:
Triple-net leased	$	149,397	$	159,223	$	300,958	$	319,108
Office	199,241		200,388		399,781		397,843
	348,638		359,611		700,739		716,951
Resident fees and services	658,056		535,952		1,309,177		1,064,602
Office building and other services revenue	4,326		5,381		8,275		10,331
Income from loans and investments	10,752		17,665		20,599		36,675
Interest and other income	1,166		585		1,702		926
Total revenues	1,022,938		919,194		2,040,492		1,829,485
Expenses
Interest	113,951		110,051		224,745		220,818
Depreciation and amortization	283,075		250,700		572,139		564,848
Property-level operating expenses:
Senior housing	507,446		424,813		982,976		842,642
Office	63,328		64,950		126,511		128,896
Triple-net leased	3,585		4,432		7,593		9,257
	574,359		494,195		1,117,080		980,795
Office building and other services costs	1,410		658		2,723		1,276
General, administrative and professional fees	32,915		30,588		75,913		70,897
Loss (gain) on extinguishment of debt, net	7		(74)		7		27,016
Transaction expenses and deal costs	13,078		721		33,070		5,338
Allowance on loans receivable and investments	(62)		(59)		(116)		(8,961)
Other	48,116		(13,490)		20,926		(22,918)
Total expenses	1,066,849		873,290		2,046,487		1,839,109
(Loss) income before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests	(43,911)		45,904		(5,995)		(9,624)
(Loss) income from unconsolidated entities	(1,047)		4,767		(5,316)		4,517
(Loss) gain on real estate dispositions	(34)		41,258		2,421		43,791
Income tax benefit (expense)	3,790		(3,641)		8,280		(5,794)
(Loss) income from continuing operations	(41,202)		88,288		(610)		32,890
Net (loss) income	(41,202)		88,288		(610)		32,890
Net income attributable to noncontrolling interests	1,214		1,897		3,074		3,708
Net (loss) income attributable to common stockholders	$	(42,416)	$	86,391	$	(3,684)	$	29,182
Earnings per common share
Basic:
(Loss) income from continuing operations	$	(0.10)	$	0.24	$	—	$	0.09
Net (loss) income attributable to common stockholders	(0.11)		0.23		(0.01)		0.08
Diluted:1
(Loss) income from continuing operations	$	(0.10)	$	0.23	$	—	$	0.09
Net (loss) income attributable to common stockholders	(0.11)		0.23		(0.01)		0.08

1 Potential common shares are not included in the computation of diluted earnings per share when a loss from continuing operations exists as the effect would be an antidilutive per share amount.

See accompanying notes.

2

VENTAS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands, unaudited)

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2022		2021		2022		2021
Net (loss) income	$	(41,202)	$	88,288	$	(610)	$	32,890
Other comprehensive income (loss):
Foreign currency translation loss	(11,429)		(1,016)		(20,742)		(1,032)
Unrealized loss on available for sale securities	(1,531)		(2,663)		(2,119)		(7,280)
Unrealized gain (loss) on derivative instruments	14,107		(595)		33,143		8,811
Total other comprehensive income (loss)	1,147		(4,274)		10,282		499
Comprehensive (loss) income	(40,055)		84,014		9,672		33,389
Comprehensive (loss) income attributable to noncontrolling interests	(580)		3,416		5,191		8,142
Comprehensive (loss) income attributable to common stockholders	$	(39,475)	$	80,598	$	4,481	$	25,247

See accompanying notes.

3

VENTAS, INC.

CONSOLIDATED STATEMENTS OF EQUITY

For the Three Months Ended June 30, 2022 and 2021

(In thousands, except per share amounts, unaudited)

2019	Common Stock Par Value		Capital in Excess of Par Value		Accumulated Other Comprehensive Loss		Retained Earnings (Deficit)		Treasury Stock		Total Ventas Stockholders’ Equity		Noncontrolling Interests		Total Equity
Balance at April 1, 2022	$	99,888	$	15,478,467	$	(59,296)	$	(4,821,653)	$	—	$	10,697,406	$	95,284	$	10,792,690
Net loss	—		—		—		(42,416)		—		(42,416)		1,214		(41,202)
Other comprehensive income	—		—		2,941		—		—		2,941		(1,794)		1,147
Net change in noncontrolling interests	—		(7,379)		—		—		—		(7,379)		(3,906)		(11,285)
Dividends to common stockholders—$0.45 per share	—		—		—		(180,500)		—		(180,500)		—		(180,500)
Issuance of common stock for stock plans, restricted stock grants and other	25		9,882		—		—		(408)		9,499		—		9,499
Adjust redeemable OP unitholder interests to current fair value	—		33,045		—		—		—		33,045		—		33,045
Balance at June 30, 2022	$	99,913	$	15,514,015	$	(56,355)	$	(5,044,569)	$	(408)	$	10,512,596	$	90,798	$	10,603,394
Balance at April 1, 2021	$	93,750	$	14,186,692	$	(52,497)	$	(4,257,001)	$	(789)	$	9,970,155	$	101,465	$	10,071,620
Net income	—		—		—		86,391		—		86,391		1,897		88,288
Other comprehensive (loss) income	—		—		(5,793)		—		—		(5,793)		1,519		(4,274)
Net change in noncontrolling interests	—		2,804		—		—		—		2,804		(3,676)		(872)
Dividends to common stockholders—$0.45 per share	—		—		—		(169,442)		—		(169,442)		—		(169,442)
Issuance of common stock for stock plans, restricted stock grants and other	34		10,505		—		—		469		11,008		—		11,008
Adjust redeemable OP unitholder     interests to current fair value	—		(12,421)		—		—		—		(12,421)		—		(12,421)
Redemption of OP Units	—		(3)		—		—		—		(3)		—		(3)
Balance at June 30, 2021	$	93,784	$	14,187,577	$	(58,290)	$	(4,340,052)	$	(320)	$	9,882,699	$	101,205	$	9,983,904

See accompanying notes.

4

VENTAS, INC.

CONSOLIDATED STATEMENTS OF EQUITY

For the Six Months Ended June 30, 2022 and 2021

(In thousands, except per share amounts, unaudited)

2019	Common Stock Par Value		Capital in Excess of Par Value		Accumulated Other Comprehensive Loss		Retained Earnings (Deficit)		Treasury Stock		Total Ventas Stockholders’ Equity		Noncontrolling Interests		Total Equity
Balance at January 1, 2022	$	99,838	$	15,498,956	$	(64,520)	$	(4,679,889)	$	—	$	10,854,385	$	91,375	$	10,945,760
Net loss	—		—		—		(3,684)		—		(3,684)		3,074		(610)
Other comprehensive income	—		—		8,165		—		—		8,165		2,117		10,282
Net change in noncontrolling interests	—		(6,521)		—		—		—		(6,521)		(5,768)		(12,289)
Dividends to common stockholders—$0.90 per share	—		—		—		(360,996)		—		(360,996)		—		(360,996)
Issuance of common stock for stock plans, restricted stock grants and other	75		25,172		—		—		(408)		24,839		—		24,839
Adjust redeemable OP unitholder interests to current fair value	—		(3,592)		—		—		—		(3,592)		—		(3,592)
Balance at June 30, 2022	$	99,913	$	15,514,015	$	(56,355)	$	(5,044,569)	$	(408)	$	10,512,596	$	90,798	$	10,603,394
Balance at January 1, 2021	$	93,635	$	14,171,262	$	(54,354)	$	(4,030,376)	$	—	$	10,180,167	$	98,024	$	10,278,191
Net income	—		—		—		29,182		—		29,182		3,708		32,890
Other comprehensive loss	—		—		(3,936)		—		—		(3,936)		4,435		499
Net change in noncontrolling interests	—		6,239		—		—		—		6,239		(4,962)		1,277
Dividends to common stockholders—$0.90 per share	—		—		—		(338,858)		—		(338,858)		—		(338,858)
Issuance of common stock for stock plans, restricted stock grants and other	149		35,434		—		—		(320)		35,263		—		35,263
Adjust redeemable OP unitholder interests to current fair value	—		(25,339)		—		—		—		(25,339)		—		(25,339)
Redemption of OP Units	—		(19)		—		—		—		(19)		—		(19)
Balance at June 30, 2021	$	93,784	$	14,187,577	$	(58,290)	$	(4,340,052)	$	(320)	$	9,882,699	$	101,205	$	9,983,904

See accompanying notes.

5

VENTAS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands, unaudited)

	For the Six Months Ended June 30,
	2022		2021
Cash flows from operating activities:
Net (loss) income	$	(610)	$	32,890
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization	572,139		564,848
Amortization of deferred revenue and lease intangibles, net	(33,491)		(31,551)
Other non-cash amortization	6,412		10,119
Allowance on loans receivable and investments	(116)		(8,961)
Stock-based compensation	22,601		21,465
Straight-lining of rental income	(7,559)		(7,167)
Loss on extinguishment of debt, net	7		27,016
Gain on real estate dispositions	(2,421)		(43,791)
Gain on real estate loan investments	—		(74)
Income tax (benefit) expense	(11,184)		2,510
Loss (income) from unconsolidated entities	5,322		(4,512)
Distributions from unconsolidated entities	10,719		6,480
Other	25,128		(34,841)
Changes in operating assets and liabilities:
Increase in other assets	(32,622)		(25,618)
Decrease in accrued interest	(2,008)		(5,732)
Increase in accounts payable and other liabilities	315		25,775
Net cash provided by operating activities	552,632		528,856
Cash flows from investing activities:
Net investment in real estate property	(388,295)		(210)
Investment in loans receivable	(5,225)		(283)
Proceeds from real estate disposals	6,171		115,850
Proceeds from loans receivable	487		36,475
Development project expenditures	(81,878)		(130,894)
Capital expenditures	(91,004)		(74,122)
Distributions from unconsolidated entities	25,652		—
Investment in unconsolidated entities	(33,086)		(68,311)
Insurance proceeds for property damage claims	7,918		390
Net cash used in investing activities	(559,260)		(121,105)
Cash flows from financing activities:
Net change in borrowings under revolving credit facilities	(7,822)		(104,131)
Net change in borrowings under commercial paper program	55,184		169,984
Proceeds from debt	706,915		268,286
Repayment of debt	(394,395)		(565,951)
Purchase of noncontrolling interests	(170)		—
Payment of deferred financing costs	(4,126)		(17,776)
Issuance of common stock, net	—		14,250
Cash distribution to common stockholders	(360,098)		(337,838)
Cash distribution to redeemable OP unitholders	(3,072)		(3,164)
Cash issued for redemption of OP Units	—		(62)
Contributions from noncontrolling interests	39		30
Distributions to noncontrolling interests	(7,873)		(8,588)
Proceeds from stock option exercises	8,691		4,821
Other	(6,219)		(5,934)
Net cash used in financing activities	(12,946)		(586,073)
Net decrease in cash, cash equivalents and restricted cash	(19,574)		(178,322)
Effect of foreign currency translation	(992)		1,450
Cash, cash equivalents and restricted cash at beginning of period	196,597		451,640
Cash, cash equivalents and restricted cash at end of period	$	176,031	$	274,768

See accompanying notes.

6

VENTAS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(In thousands, unaudited)

	For the Six Months Ended June 30,
	2022		2021
Supplemental schedule of non-cash activities:
Assets acquired and liabilities assumed from acquisitions and other:
Real estate investments	$	3,176	$	468
Other assets	362		—
Other liabilities	2,944		—
Deferred income tax liability	594		—
Noncontrolling interests	—		468

See accompanying notes.

7

VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1—DESCRIPTION OF BUSINESS

Ventas, Inc. (together with its consolidated subsidiaries, unless otherwise indicated or except where the context otherwise requires, “we,” “us,” “our,” “Company” and other similar terms), an S&P 500 company, is a real estate investment trust (“REIT”) operating at the intersection of healthcare and real estate. We hold a highly diversified portfolio of senior housing communities, medical office buildings (“MOBs”), life science, research and innovation centers, hospitals and other healthcare facilities, which we generally refer to as “healthcare real estate,” located throughout the United States, Canada and the United Kingdom. As of June 30, 2022, we owned or had investments in approximately 1,300 properties (including properties classified as held for sale). Our company was originally founded in 1983 and is headquartered in Chicago, Illinois with additional corporate offices in Louisville, Kentucky and New York, New York.

We primarily invest in a diversified portfolio of healthcare real estate assets through wholly owned subsidiaries and other co-investment entities. We operate through three reportable business segments: triple-net leased properties, senior housing operating portfolio, which we also refer to as “SHOP” and is formerly known as senior living operations, and office operations. See “Note 2 – Accounting Policies” and “Note 16 – Segment Information.” Our senior housing communities are either subject to triple-net leases, in which case they are included in our triple-net leased properties reportable business segment, or operated by independent third-party managers, in which case they are included in our SHOP reportable business segment.

As of June 30, 2022, we leased a total of 331 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 (together with its subsidiaries, “Kindred”) leased from us 121 properties, 30 properties and 29 properties, respectively, as of June 30, 2022.

As of June 30, 2022, pursuant to long-term management agreements, we engaged independent operators, such as Atria Senior Living, Inc. (together with its subsidiaries, including Holiday Retirement (“Holiday”), “Atria”) and Sunrise Senior Living, LLC (together with its subsidiaries, “Sunrise”), to manage 557 senior 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 senior housing and healthcare operators or properties.

Continuing Impact of and Response to COVID-19 and Its Extended Consequences

During fiscal 2020 and 2021 and continuing into fiscal 2022, our business has been and is expected to continue to be impacted by COVID-19 itself, including actions taken to prevent the spread of the virus and its variants, and its extended consequences.

Accounting Considerations. We have not identified COVID-19, on its own, as a “triggering event” for purposes of evaluating impairment of real estate assets, goodwill and other intangibles, investments in unconsolidated entities and financial instruments. However, as of June 30, 2022, we considered the effect of COVID-19 on certain of our assets and our ability to recover the respective carrying values of these assets. We applied our considerations to existing critical accounting policies that require us to make estimates and assumptions regarding future events that affect the reported amounts of assets and liabilities. We based our estimates on our experience and on assumptions we believe to be reasonable under the circumstances. For both the six months ended June 30, 2022 and 2021, we recognized no COVID-19 related charges in our Consolidated Statements of Income.

Provider Relief Grants. We applied for grants under the Provider Relief Fund administered by the U.S. Department of Health & Human Services (“HHS”) on behalf of the assisted living communities in our SHOP reportable business segment to partially mitigate losses attributable to COVID-19. These grants are intended to reimburse eligible providers for expenses incurred to prevent, prepare for and respond to COVID-19 and lost revenues attributable to COVID-19. Recipients are not required to repay distributions from the Provider Relief Fund, provided that they attest to and comply with certain terms and conditions.

8

VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

During the six months ended June 30, 2022 and 2021, we received $34.0 million and $13.6 million, respectively, in grants in connection with our applications and recognized these grants within property-level operating expenses in our Consolidated Statements of Income in the period in which they were received. In July 2022, we received $20.2 million in HHS grants.

Continuing Impact. The trajectory and future impact of COVID-19 and its extended consequences remain highly uncertain and will depend on a variety of factors, including the impact of new variants of the virus and the effectiveness of available vaccines against those variants; ongoing clinical experience, which may differ considerably across governmental and regulatory bodies and regions and fluctuate over time; and other future developments, including the ultimate duration, spread and intensity of the outbreak, the availability of testing, the extent to which governments impose, roll-back or re-impose preventative restrictions and the availability of ongoing government financial support to our business, tenants and operators. Due to these uncertainties, we are not able at this time to estimate the ultimate impact of COVID-19 on our business, results of operations, financial condition and cash flows.

NOTE 2—ACCOUNTING POLICIES

The accompanying Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information set forth in the Accounting Standards Codification (“ASC”), as published by the Financial Accounting Standards Board (“FASB”), and with the Securities and Exchange Commission (“SEC”) instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement of results for the interim period have been included. Operating results for the three and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. The accompanying Consolidated Financial Statements and related notes should be read in conjunction with the audited Consolidated Financial Statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2021 (the “2021 Annual Report”). Certain prior period amounts have been reclassified to conform to the current period presentation.

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.

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.

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”).

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(Unaudited)

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 life science, 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 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 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 (dollars in thousands):

	As of June 30, 2022				As of December 31, 2021
	Total Assets		Total Liabilities		Total Assets		Total Liabilities
NHP/PMB L.P.	$	756,063	$	260,217	$	749,834	$	251,352
Other identified VIEs	3,892,070		1,532,677		3,949,294		1,556,136
Tax credit VIEs	443,332		82,126		458,953		103,992

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 adjust our investment in unconsolidated entities for additional contributions made, distributions received as well as our share of the investee’s earnings or losses, which is included in loss from unconsolidated entities 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, net income or loss may be 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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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 NHP/PMB as a VIE. As of June 30, 2022, third party investors owned 3.9 million Class A limited partnership units in NHP/PMB (“OP Units”), which represented 34% of the total units then outstanding, and we owned 7.5 million Class B limited partnership units in NHP/PMB, representing the remaining 66%. The OP Units may be redeemed at any time at the election of the holder for cash or, at our option, 0.9051 shares of our common stock per OP Unit, subject to 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.

The OP Units are classified outside of permanent equity on our Consolidated Balance Sheets because they may be redeemed by third parties under circumstances that are outside of our control. We reflect the OP Units at the greater of cost or redemption value. As of June 30, 2022 and December 31, 2021, the fair value of the OP Units was $182.5 million and $182.1 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 June 30, 2022 and December 31, 2021. 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, which is primarily based on the fair value of the underlying real estate asset. 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 on our Consolidated Balance Sheets.

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.

Accounting for Historic and New Markets Tax Credits

For certain of our life science, research and innovation centers, we are party to contractual arrangements with TCIs that were established to enable the TCIs to receive benefits of historic tax credits (“HTCs”), new markets tax credits (“NMTCs”) or both. As of June 30, 2022, we owned six properties 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 recapture within five years of substantial completion. The amount of the recapture is equal to 100% of the HTCs during the first year after the completion of the historic rehabilitation and is reduced by 20% each year during the subsequent five year period. NMTCs are subject to 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

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(Unaudited)

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 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.

The fair value of acquired lease-related intangibles, if any, reflects: (i) the estimated value of any above 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 over the shortened lease term.

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

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VENTAS, INC.

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(Unaudited)

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.

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 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 whose fair value is determined on a recurring basis.

•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, including underlying asset performance and credit quality. 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.

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(Unaudited)

◦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.

•Stock warrants - We estimate the fair value of stock warrants using level two inputs that are obtained from public sources. Inputs include equity spot price, dividend yield, volatility and risk-free rate.

•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.

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 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 of impairment 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 estimating the fair value of the reporting unit. A goodwill impairment, if any, will be recognized in the period it is determined and is measured as the amount by which a reporting unit’s carrying value exceeds its fair value.

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 such as replacement cost or comparable sales. 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.

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VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Revenue Recognition

Triple-Net Leased Properties and Office Operations

Certain of our triple-net leases and most of our MOB and life science, research and innovation centers’ (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 June 30, 2022 and December 31, 2021, this cumulative excess totaled $181.7 million and $176.9 million, 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.

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 under the lease, we record 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 Housing Operating Portfolio

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 evaluate collectability of accrued interest receivables separate from the amortized cost basis of our loans. As such, we recognize interest income on an impaired loan to the extent we believe accrued contractual interest payments are collectable. Otherwise interest income is recognized on a cash basis.

We evaluate a current estimate of all expected credit losses over the life of a financial instrument, which may result in recognition of credit losses on loans and other financial instruments before an actual event of default. We establish reserves for any estimated credit losses with a corresponding charge to allowance on loans receivable and investments in our Consolidated Statements of Income. Subsequent changes in our estimate of credit losses may result in a corresponding increase or decrease to allowance on loans receivable and investments in our Consolidated Statements of Income.

Accounting for Leased Property

We lease real property, primarily land and corporate office space, and equipment, primarily vehicles at our senior housing communities. At lease inception, we establish an operating lease asset and operating lease liability calculated as the present value of future minimum lease payments on our Consolidated Balance Sheets. 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. 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 our Consolidated Statements of Income.

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VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Recently Adopted Accounting Standards

In November 2021, the FASB issued Accounting Standards Update 2021-10, Disclosures by Business Entities about Government Assistance (“ASU 2022-10”), which requires expanded annual disclosures for transactions involving the receipt of government assistance. Required disclosures include a description of the nature of the transactions with government entities, our accounting policies for such transactions and their impact to our Consolidated Financial Statements. We adopted ASU 2021-10 on January 1, 2022 and the adoption of this standard is not expected to have a material impact on our Consolidated Financial Statements.

NOTE 3—CONCENTRATION OF CREDIT RISK

As of June 30, 2022, Atria, Sunrise, Brookdale Senior Living, Ardent and Kindred managed or operated approximately 26.7%, 9.8%, 7.7%, 5.3% and 0.8%, respectively, of our consolidated real estate investments based on gross book value (excluding properties classified as held for sale as of June 30, 2022). Because Atria and Sunrise manage our properties in exchange for a management fee from us, we are not directly exposed to their credit risk in the same manner or to the same extent as triple-net tenants like Brookdale Senior Living, Ardent and Kindred.

Based on gross book value, approximately 12.7% and 53.9% of our consolidated real estate investments were senior housing communities included in the triple-net leased properties and SHOP reportable business segments, respectively (excluding properties classified as held for sale as of June 30, 2022). MOBs, life science, research and innovation centers, inpatient rehabilitation facilities (“IRFs”) and long-term acute care facilities (“LTACs”), health systems, skilled nursing facilities (“SNFs”) and secured loans receivable and investments collectively comprised the remaining 33.4%. Our consolidated properties were located in 47 states, the District of Columbia, seven Canadian provinces and the United Kingdom as of June 30, 2022, with properties in one state (California) accounting for more than 10% of our total consolidated revenues and net operating income (“NOI”) for the three months then ended. NOI is defined as total revenues, less interest and other income, property-level operating expenses and office building and other services costs. See “Non-GAAP Financial Measures” included elsewhere in this Quarterly Report on Form 10-Q for additional disclosure and a reconciliation of net income attributable to common stockholders, as computed in accordance with GAAP, to NOI.

Triple-Net Leased Properties

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. The following table reflects the concentration risk related to our triple-net leased properties including assets held for sale for the periods presented:

	For the Three Months Ended June 30,
	2022		2021
Revenues (1):
Brookdale Senior Living	3.6	%	4.1	%
Ardent	3.2		3.4
Kindred	3.3		3.6
NOI (2):
Brookdale Senior Living	8.4	%	8.8	%
Ardent	7.3		7.4
Kindred	7.6		7.8

(1)Total revenues include office building and other services revenue, income from loans and investments and interest and other income.

(2)See “Non-GAAP Financial Measures” included elsewhere in this Quarterly Report on Form 10-Q for additional disclosure and a reconciliation of net income attributable to common stockholders, as computed in accordance with GAAP, to NOI.

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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

In December 2021, Kindred Healthcare, LLC was acquired and began operating under a new healthcare system called ScionHealth. As of March 31, 2022, we leased 29 LTACs to Kindred pursuant to a master lease agreement. Pursuant to the master lease, the 29 LTACs are divided into two renewal groups. The first renewal group is composed of 6 LTACs (“Group 1”) and the second renewal group is composed of 23 LTACs (“Group 2”). In the second quarter of 2022, we and Kindred amended the master lease to, among other things, extend the lease term of Group 1 through April 30, 2028. The lease term for Group 2 ends on April 30, 2025. Although Kindred has the right to renew each of Group 1 and Group 2 for additional lease terms, we cannot assure you that Kindred will exercise any renewal options for either pool, or if the lease term is renewed, amended or extended, the terms thereof.

Senior Housing Operating Portfolio

As of June 30, 2022, Atria and Sunrise, collectively, provided comprehensive property management and accounting services with respect to 347 of our 548 consolidated senior housing communities, for which we pay annual management fees pursuant to long-term management agreements.

On July 30, 2021, Atria acquired the management services division of Holiday, which at the time managed a pool of 26 communities for Ventas. As of June 30, 2022, Atria and its subsidiaries, including Holiday, managed a pool of 255 senior housing communities for Ventas. Ventas has the ongoing right to terminate the management contract for 91 of the communities with short term notice.

As of June 30, 2022, Sunrise managed a pool of 96 senior housing communities for Ventas. Subsequent to March 31, 2022, Ventas and Sunrise Senior Living entered into a revised management agreement for 92 communities with a term expiring May 31, 2035. Under the new management agreement, Sunrise will receive a management fee based on a percentage of revenue and net operating income generated by the applicable communities. Sunrise is also entitled to certain incentive fees if specified performance targets are met. Ventas has the right to freely terminate the management agreement as to all communities if certain performance metrics are not met and may freely terminate the management agreement as to certain specified communities at any time. In addition, Ventas may also terminate the management agreement as it relates to three communities per year subject to the payment of a fee and an aggregate cap on such terminations over the term of the agreement.

We successfully transitioned the operations of 90 senior living communities owned by us and operated under management agreements with Eclipse Senior Living, Inc. (“ESL”) to seven experienced managers on or before January 2, 2022. ESL ceased operation of its management business in early 2022 following completion of the transitions. We incurred certain one-time transition costs and expenses in connection with the transitions, which were recognized within transaction expenses and deal costs in our Consolidated Statements of Income.

We rely on our managers’ personnel, expertise, technical resources and information systems, proprietary information, good faith and judgment to manage our senior housing operating portfolio efficiently and effectively. We also rely on our managers to set appropriate resident fees, provide accurate property-level financial results in a timely manner and otherwise operate our senior housing communities in compliance with the terms of our management agreements and all applicable laws and regulations.

NOTE 4—ACQUISITIONS OF REAL ESTATE PROPERTY

We acquire and invest in senior housing, medical office buildings, life science, research and innovation centers and other 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. Each of our acquisitions disclosed below was accounted for as an asset acquisition.

2022 Acquisitions

During the six months ended June 30, 2022, we acquired 18 MOBs leased to affiliates of Ardent, one behavioral health center and one research and innovation center, all of which are reported within our office operations segment, and one senior housing community, which is reported within our SHOP segment, for an aggregate purchase price of $395.3 million.

17

VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 5—DISPOSITIONS AND IMPAIRMENTS

2022 Activity

During the six months ended June 30, 2022, we sold one vacant land parcel for $6.2 million and recognized a gain on the sale of this asset of $2.4 million.

Assets Held for Sale

The table below summarizes our real estate assets classified as held for sale, including the amounts reported on our Consolidated Balance Sheets, which may include anticipated post-closing settlements of working capital for disposed properties (dollars in thousands):

	As of June 30, 2022					As of December 31, 2021
	Number of Properties Held for Sale	Assets Held for Sale		Liabilities Related to Assets Held for Sale		Number of Properties Held for Sale	Assets Held for Sale		Liabilities Related to Assets Held for Sale
SHOP	2	22,787		4,093		2	24,964		9,321
Office operations	3	8,981		1,778		2	3,435		1,529
Total	5	$	31,768	$	5,871	4	$	28,399	$	10,850

Real Estate Impairment

We recognized impairments of $26.9 million and $97.1 million for the six months ended June 30, 2022 and 2021, respectively, which are recorded primarily as a component of depreciation and amortization in our Consolidated Statements of Income. The impairments recorded were primarily the result of a change in the expected future cash flows of the subject properties or a change in our intent to hold the impaired assets.

18

VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 6—LOANS RECEIVABLE AND INVESTMENTS

As of June 30, 2022 and December 31, 2021, we had $553.8 million and $549.2 million, respectively, of net loans receivable and investments relating to senior 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 (dollars in thousands):    

	Amortized Cost		Allowance		Unrealized (Loss) Gain		Carrying Amount		Fair Value
As of June 30, 2022:
Secured/mortgage loans and other, net	$	488,611	$	—	$	—	$	488,611	$	458,700
Government-sponsored pooled loan investments, net (1)	41,300		—		(281)		41,019		41,019
Total investments reported as secured loans receivable and investments, net	529,911		—		(281)		529,630		499,719
Non-mortgage loans receivable, net (2)	29,462		(5,271)		—		24,191		23,435
Total loans receivable and investments, net	$	559,373	$	(5,271)	$	(281)	$	553,821	$	523,154
As of December 31, 2021:
Secured/mortgage loans and other, net	$	488,913	$	—	$	—	$	488,913	$	478,931
Government-sponsored pooled loan investments, net (1)	39,376		—		1,836		41,213		41,213
Total investments reported as secured loans receivable and investments, net	528,289		—		1,836		530,126		520,144
Non-mortgage loans receivable, net (2)	24,418		(5,394)		—		19,024		19,039
Total loans receivable and investments, net	$	552,707	$	(5,394)	$	1,836	$	549,150	$	539,183

______________________________

(1)Investment in government-sponsored pool loans has a contractual maturity date in 2023.

(2)Included in other assets on our Consolidated Balance Sheets.

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 invest in both real estate entities and operating entities, which are described further below.

Investments in Unconsolidated Real Estate Entities

Through our Ventas Investment Management Platform, which consolidates our extensive third-party capital ventures under a single brand and umbrella, we partner with third-party institutional investors to invest in healthcare real estate through various joint ventures and other co-investment vehicles where we are the sponsor or general partner.

19

VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Below is a summary of our investments in unconsolidated real estate entities as of June 30, 2022 and December 31, 2021, respectively (dollars in thousands):

	Ownership as of (1)		Carrying Amount as of
	June 30, 2022	December 31, 2021	June 30, 2022		December 31, 2021
Investment in unconsolidated real estate entities:
Ventas Life Science & Healthcare Real Estate Fund	21.9%	21.1%	$	261,630	$	267,475
Pension Fund Joint Venture	22.9%	22.9%	27,532		29,192
Research & Innovation Development Joint Venture	50.7%	51.0%	239,478		221,363
Ventas Investment Management Platform			528,640		518,030
All other (2)	34.0%-50.0%	34.0%-50.0%	5,065		5,435
Total investments in unconsolidated real estate entities			$	533,705	$	523,465
______________________________
(1) The entities in which we have an ownership interest may have less than a 100% interest in the underlying real estate. The ownership percentages in the table reflect our interest in the underlying real estate. Joint venture members, including us in some instances, have equity participation rights based on the underlying performance of the investments which could result in non pro rata distributions.
(2) Includes investments in land parcels, parking structures and other de minimis investments in unconsolidated real estate entities.

We provide various services to our unconsolidated real estate entities in exchange for fees and reimbursements. Total management fees earned in connection with these services were $3.8 million and $3.0 million for the three months ended June 30, 2022 and 2021, respectively, and $7.3 million and $5.7 million for the six months ended June 30, 2022 and 2021, respectively. Such amounts are included in office building and other services revenue in our Consolidated Statements of Income.

Investments in Unconsolidated Operating Entities

We own investments in unconsolidated operating entities such as Ardent and Atria, which are included within other assets on our Consolidated Balance Sheets. Our 34% ownership interest in Atria entitles us to customary minority rights and protections, including the right to appoint two members to the Atria Board of Directors. Our 9.8% ownership interest in Ardent entitles us to customary minority rights and protections, including the right to appoint one member of the Ardent Board of Directors.

20

VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 8—INTANGIBLES

The following is a summary of our intangibles (dollars in thousands):

	As of June 30, 2022			As of December 31, 2021
	Balance		Weighted Average Remaining Amortization Period in Years	Balance		Weighted Average Remaining Amortization Period in Years
Intangible assets:
Above-market lease intangibles (1)	$	129,160	5.7	$	129,121	5.9
In-place and other lease intangibles (2)	1,232,511		7.4	1,240,626		7.2
Goodwill	1,044,509		N/A	1,046,140		N/A
Other intangibles (2)	34,486		6.1	34,517		6.5
Accumulated amortization	(1,004,973)		N/A	(944,403)		N/A
Net intangible assets	$	1,435,693	7.3	$	1,506,001	7.1
Intangible liabilities:
Below-market lease intangibles (1)	$	334,486	8.8	$	334,365	9.7
Other lease intangibles	13,498		N/A	13,608		N/A
Accumulated amortization	(251,981)		N/A	(244,975)		N/A
Purchase option intangibles	3,568		N/A	3,568		N/A
Net intangible liabilities	$	99,571	8.8	$	106,566	9.7

______________________________

(1)     Amortization of above- and below-market lease intangibles is recorded as a decrease and an increase to revenues, respectively, in our Consolidated Statements of Income.

(2)     Amortization of lease intangibles is recorded in depreciation and amortization in our Consolidated Statements of Income.

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.

NOTE 9—OTHER ASSETS

The following is a summary of our other assets (dollars in thousands):

	As of June 30, 2022		As of December 31, 2021
Straight-line rent receivables	$	181,661	$	176,877
Non-mortgage loans receivable, net	24,191		19,024
Stock warrants	39,604		48,884
Other intangibles, net	6,842		7,270
Investment in unconsolidated operating entities	56,709		73,602
Other	266,570		239,412
Total other assets	$	575,577	$	565,069

Stock warrants represent warrants exercisable at any time prior to December 31, 2025, in whole or in part, for 16.3 million shares of Brookdale Senior Living common stock at an exercise price of $3.00 per share. These warrants are measured at fair value with changes in fair value being recognized within other expense in our Consolidated Statements of Income.

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VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 10—SENIOR NOTES PAYABLE AND OTHER DEBT

The following is a summary of our senior notes payable and other debt (dollars in thousands):

	As of June 30, 2022		As of December 31, 2021
Unsecured revolving credit facility (1)	$	45,594	$	56,448
Commercial paper notes	335,300		280,000
Unsecured term loan due 2023	—		200,000
2.55% Senior Notes, Series D due 2023 (2)	213,642		217,667
3.50% Senior Notes due 2024	400,000		400,000
3.75% Senior Notes due 2024	400,000		400,000
4.125% Senior Notes, Series B due 2024 (2)	194,220		197,879
2.80% Senior Notes, Series E due 2024 (2)	466,128		474,909
Unsecured term loan due 2025 (2)	388,440		395,757
3.50% Senior Notes due 2025	600,000		600,000
2.65% Senior Notes due 2025	450,000		450,000
4.125% Senior Notes due 2026	500,000		500,000
3.25% Senior Notes due 2026	450,000		450,000
Unsecured term loan due 2027	500,000		—
2.45% Senior Notes, Series G due 2027 (2)	369,018		375,970
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		650,000
4.75% Senior Notes due 2030	500,000		500,000
2.50% Senior Notes due 2031	500,000		500,000
3.30% Senior Notes, Series H due 2031 (2)	233,064		237,454
6.90% Senior Notes due 2037 (3)	52,400		52,400
6.59% Senior Notes due 2038 (3)	22,823		22,823
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		300,000
Mortgage loans and other	2,422,866		2,431,831
Total	12,393,495		12,093,138
Deferred financing costs, net	(66,963)		(69,925)
Unamortized fair value adjustment	28,165		32,888
Unamortized discounts	(26,557)		(28,557)
Senior notes payable and other debt	$	12,328,140	$	12,027,544

______________________________

(1)As of June 30, 2022 and December 31, 2021, respectively, $23.3 million and $30.9 million of aggregate borrowings were denominated in Canadian dollars. Aggregate borrowings of $22.3 million and $25.6 million were denominated in British pounds as of June 30, 2022 and December 31, 2021, respectively.

(2)Canadian Dollar debt obligations shown in U.S. Dollars.

(3)Our 6.90% senior notes due 2037 are subject to repurchase at the option of the holders, at par, on October 1, 2027, and our 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.

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VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Credit Facilities, Commercial Paper and Unsecured Term Loans

We have a $2.75 billion unsecured revolving credit facility initially priced at LIBOR plus 0.825% based on the Company’s debt rating. The unsecured revolving credit facility matures in January 2025, 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, subject to the satisfaction of certain conditions.

As of June 30, 2022, we had $2.7 billion of undrawn capacity on our unsecured revolving credit facility with $45.6 million borrowings outstanding and an additional $25.0 million restricted to support outstanding letters of credit. We limit our use of the unsecured revolving credit facility, to the extent necessary, to support our commercial paper program when commercial paper notes are outstanding.

Our wholly owned subsidiary, Ventas Realty, Limited Partnership (“Ventas Realty”), 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 U.S. 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 June 30, 2022, we had $335.3 million in borrowings outstanding under our commercial paper program.

In June 2022, we entered into a Credit and Guaranty Agreement (the “New Credit Agreement”) with Ventas Realty, as borrower. The New Credit Agreement replaces Ventas Realty’s previous $200.0 million unsecured term loan priced at LIBOR plus 0.90% that matured in 2023 with a new $500.0 million unsecured term loan that matures in 2027 and is initially priced at Term SOFR plus 0.95% based on Ventas Realty’s debt ratings. The New Credit Agreement also includes an accordion feature that permits us to increase our aggregate borrowings thereunder to up to $1.25 billion, subject to the satisfaction of certain conditions, including the receipt of additional commitments for such increase.

As of June 30, 2022, we had a C$500.0 million unsecured term loan facility priced at Canadian Dollar Offered Rate (“CDOR”) plus 0.90% that matures in 2025.

As of June 30, 2022, our indebtedness had the following maturities (dollars in thousands):

	Principal Amount Due at Maturity		Unsecured Revolving Credit Facility and Commercial Paper Notes (1)		Scheduled Periodic Amortization		Total Maturities
2022	$	222,596	$	335,300	$	27,024	$	584,920
2023	489,206		—		42,970		532,176
2024	1,654,004		—		37,420		1,691,424
2025	2,039,042		45,594		31,454		2,116,090
2026	1,034,759		—		24,709		1,059,468
Thereafter	6,271,898		—		137,519		6,409,417
Total maturities	$	11,711,505	$	380,894	$	301,096	$	12,393,495

______________________________

(1)At June 30, 2022, we had $253.8 million of borrowings outstanding under our unsecured revolving credit facility and commercial paper program, net of $127.1 million of unrestricted cash and cash equivalents.

23

VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 11—FAIR VALUES OF FINANCIAL INSTRUMENTS

The carrying amounts and fair values of our financial instruments were as follows (dollars in thousands):

	As of June 30, 2022				As of December 31, 2021
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Assets:
Cash and cash equivalents	$	127,073	$	127,073	$	149,725	$	149,725
Escrow deposits and restricted cash	48,958		48,958		46,872		46,872
Stock warrants	39,604		39,604		48,884		48,884
Secured mortgage loans and other, net	488,611		458,700		488,913		478,931
Non-mortgage loans receivable, net (1)	24,191		23,435		19,024		19,039
Government-sponsored pooled loan investments, net	41,019		41,019		41,213		41,213
Derivative instruments (1)	19,757		19,757		1,128		1,128
Liabilities:
Senior notes payable and other debt, gross	12,393,495		11,834,464		12,093,138		12,891,937
Derivative instruments (2)	—		—		12,290		12,290
Redeemable OP Units	182,512		182,512		182,112		182,112

______________________________

(1)Included in other assets on our Consolidated Balance Sheets.

(2)Included in accounts payable and other liabilities on our Consolidated Balance Sheets.

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—COMMITMENTS AND CONTINGENCIES

From time to time, we are party to various lawsuits, investigations, claims and other legal and regulatory proceedings arising in connection with our business. These legal and regulatory matters may include, among other things, professional liability and general liability claims, commercial liability claims, unfair business practice claims and employment claims, as well as regulatory proceedings, including proceedings related to our senior housing operating portfolio, where we are typically the holder of the applicable healthcare license. In certain circumstances, regardless of whether we are a named party in a lawsuit, investigation, claim or other legal or regulatory proceeding, we may be contractually obligated to indemnify, defend and hold harmless our tenants, operators, managers or other third parties against, or may otherwise be responsible for, such actions, proceedings or claims. In other circumstances, certain of our tenants, operators, managers or other third parties may be obligated to indemnify, defend and hold us harmless in whole or in part with respect to certain actions, legal or regulatory proceedings. We cannot assure you that these third parties will be able to satisfy their defense and indemnification obligations to us. Legal and regulatory matters to which we are subject or for which we are otherwise responsible may not be fully insured and some may allege large damage amounts.

It is the opinion of management that the disposition of any such lawsuits, investigations, claims and other legal and regulatory proceedings that are currently pending will not, individually or in the aggregate, have a material adverse effect on us. However, regardless of the merits of a particular legal or regulatory matter, 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 lawsuits, investigations, claims and other legal and regulatory proceedings, and if management’s assessment of our liability with respect thereto is incorrect, such legal or regulatory matters could have a material adverse effect on us.

24

VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 13—INCOME TAXES

We have elected to be taxed as a REIT under the applicable provisions of the Internal Revenue Code of 1986, 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 taxable REIT subsidiaries (“TRS” or “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 the TRS entities and certain other foreign entities have paid minimal federal, state and foreign income taxes for the six months ended June 30, 2022, their income tax liabilities may increase in future periods as we exhaust net operating loss (“NOL”) carryforwards and as our senior living and other operations grow. Such increases could be significant.

Our consolidated provision for income taxes for the three months ended June 30, 2022 and 2021 was a benefit of $3.8 million and an expense of $3.6 million, respectively. Our consolidated provision for income taxes for the six months ended June 30, 2022 and 2021 was a benefit of $8.3 million and an expense of $5.8 million, respectively. The income tax benefit for the three and six months ended June 30, 2022 was primarily due to losses in certain of our TRS entities and a $2.0 million benefit from an internal restructuring of a U.S. taxable REIT subsidiary. The income tax expense for the three and six months ended June 30, 2021 was primarily due to a $2.8 million net deferred tax expense related to an internal restructuring of certain U.S. taxable REIT subsidiaries, and a $3.4 million deferred tax expense related to the revaluation of certain deferred tax liabilities as a result of enacted tax rate changes in the United Kingdom.

Each TRS is a tax paying component for purposes of classifying deferred tax assets and liabilities. Deferred tax liabilities with respect to our TRS entities totaled $46.6 million and $59.3 million as of June 30, 2022 and December 31, 2021, respectively, and related primarily to differences between the financial reporting and tax bases of fixed and intangible assets, net of loss carryforwards. Deferred tax assets with respect to our TRS entities totaled $11.2 million as of both June 30, 2022 and December 31, 2021 and related primarily to loss carryforwards.

Generally, we are subject to audit under the statute of limitations by the Internal Revenue Service for the year ended December 31, 2018 and subsequent years and are subject to audit by state taxing authorities for the year ended December 31, 2017 and subsequent years. We are subject to audit generally under the statutes of limitation by the Canada Revenue Agency and provincial authorities with respect to the Canadian entities for the year ended December 31, 2017 and subsequent years. We are subject to audit in the United Kingdom generally for periods ended in and subsequent to 2020.

NOTE 14—STOCKHOLDERS' EQUITY

Capital Stock

We participate in an “at-the-market” equity offering program (“ATM program”), pursuant to which we may, from time to time, sell up to $1.0 billion aggregate gross sales price of shares of our common stock. There were no issuances under the ATM program for the six months ended June 30, 2022. As of June 30, 2022, $1.0 billion aggregate gross sales price of shares of our common stock remains available for issuance under the ATM program.

Accumulated Other Comprehensive Loss

The following is a summary of our accumulated other comprehensive loss (dollars in thousands):

	As of June 30, 2022		As of December 31, 2021
Foreign currency translation loss	$	(74,852)	$	(56,227)
Unrealized (loss) gain on available for sale securities	(281)		1,836
Unrealized gain (loss) on derivative instruments	18,778		(10,129)
Total accumulated other comprehensive loss	$	(56,355)	$	(64,520)

25

VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 15—EARNINGS PER SHARE

The following table shows the amounts used in computing our basic and diluted earnings per share (in thousands, except per share amounts):

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2022		2021		2022		2021
Numerator for basic and diluted earnings per share:
(Loss) income from continuing operations	$	(41,202)	$	88,288	$	(610)	$	32,890
Net (loss) income	(41,202)		88,288		(610)		32,890
Net income attributable to noncontrolling interests	1,214		1,897		3,074		3,708
Net (loss) income attributable to common stockholders	$	(42,416)	$	86,391	$	(3,684)	$	29,182
Denominator:
Denominator for basic earnings per share—weighted average shares	399,592		375,067		399,445		374,869
Effect of dilutive securities:
Stock options	41		58		33		34
Restricted stock awards	376		328		398		304
OP unitholder interests	3,517		2,954		3,517		2,954
Denominator for diluted earnings per share—adjusted weighted average shares	403,526		378,408		403,393		378,161
Basic earnings per share:
(Loss) income from continuing operations	$	(0.10)	$	0.24	$	—	$	0.09
Net (loss) income attributable to common stockholders	(0.11)		0.23		(0.01)		0.08
Diluted earnings per share: (1)
(Loss) income from continuing operations	$	(0.10)	$	0.23	$	—	$	0.09
Net (loss) income attributable to common stockholders	(0.11)		0.23		(0.01)		0.08

______________________________

(1)     Potential common shares are not included in the computation of diluted earnings per share when a loss from continuing operations exists as the effect would be an antidilutive per share amount.

NOTE 16—SEGMENT INFORMATION

As of June 30, 2022, we operated through three reportable business segments: triple-net leased properties, SHOP and office operations. In our triple-net leased properties reportable business segment, we invest in and own senior 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 SHOP reportable business segment, we invest in senior 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 reportable business segment, we primarily acquire, own, develop, lease and manage MOBs and life science, research and innovation centers throughout the United States. Information provided for “non-segment” 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 “non-segment” 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 NOI and related measures. We define NOI as total revenues, less interest and other income, property-level operating expenses and office building and other services costs. We consider 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, 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 Quarterly Report on Form 10-Q. See “Non-GAAP

26

VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Financial Measures” included elsewhere in this Quarterly Report on Form 10-Q for additional disclosure and reconciliations of net income attributable to common stockholders, as computed in accordance with GAAP, to NOI.

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.

Summary information by reportable business segment is as follows (dollars in thousands):

	For the Three Months Ended June 30, 2022
	SHOP		Office Operations		Triple-Net Leased Properties		Non-Segment		Total
Revenues:
Rental income	$	—	$	199,241	$	149,397	$	—	$	348,638
Resident fees and services	658,056		—		—		—		658,056
Office building and other services revenue	—		670		—		3,656		4,326
Income from loans and investments	—		—		—		10,752		10,752
Interest and other income	—		—		—		1,166		1,166
Total revenues	$	658,056	$	199,911	$	149,397	$	15,574	$	1,022,938
Total revenues	$	658,056	$	199,911	$	149,397	$	15,574	$	1,022,938
Less:
Interest and other income	—		—		—		1,166		1,166
Property-level operating expenses	507,446		63,328		3,585		—		574,359
Office building and other services costs	—		—		—		1,410		1,410
NOI	$	150,610	$	136,583	$	145,812	$	12,998	446,003
Interest and other income									1,166
Interest expense									(113,951)
Depreciation and amortization									(283,075)
General, administrative and professional fees									(32,915)
Loss on extinguishment of debt, net									(7)
Transaction expenses and deal costs									(13,078)
Allowance on loans receivable and investments									62
Other									(48,116)
Loss from unconsolidated entities									(1,047)
Loss on real estate dispositions									(34)
Income tax benefit									3,790
Loss from continuing operations									(41,202)
Net loss									(41,202)
Net income attributable to noncontrolling interests									1,214
Net loss attributable to common stockholders									$	(42,416)

27

VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

	For the Three Months Ended June 30, 2021
	SHOP		Office Operations		Triple-Net Leased Properties		Non-Segment		Total
Revenues:
Rental income	$	—	$	200,388	$	159,223	$	—	$	359,611
Resident fees and services	535,952		—		—		—		535,952
Office building and other services revenue	—		2,540		—		2,841		5,381
Income from loans and investments	—		—		—		17,665		17,665
Interest and other income	—		—		—		585		585
Total revenues	$	535,952	$	202,928	$	159,223	$	21,091	$	919,194
Total revenues	$	535,952	$	202,928	$	159,223	$	21,091	$	919,194
Less:
Interest and other income	—		—		—		585		585
Property-level operating expenses	424,813		64,950		4,432		—		494,195
Office building and other services costs	—		658		—		—		658
NOI	$	111,139	$	137,320	$	154,791	$	20,506	423,756
Interest and other income									585
Interest expense									(110,051)
Depreciation and amortization									(250,700)
General, administrative and professional fees									(30,588)
Gain on extinguishment of debt, net									74
Transaction expenses and deal costs									(721)
Allowance on loans receivable and investments									59
Other									13,490
Income from unconsolidated entities									4,767
Gain on real estate dispositions									41,258
Income tax expense									(3,641)
Income from continuing operations									88,288
Net income									88,288
Net income attributable to noncontrolling interests									1,897
Net income attributable to common stockholders									$	86,391

28

VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

	For the Six Months Ended June 30, 2022
	SHOP		Office Operations		Triple-Net Leased Properties		Non-Segment		Total
Revenues:
Rental income	$	—	$	399,781	$	300,958	$	—	$	700,739
Resident fees and services	1,309,177		—		—		—		1,309,177
Office building and other services revenue	—		1,287		—		6,988		8,275
Income from loans and investments	—		—		—		20,599		20,599
Interest and other income	—		—		—		1,702		1,702
Total revenues	$	1,309,177	$	401,068	$	300,958	$	29,289	$	2,040,492
Total revenues	$	1,309,177	$	401,068	$	300,958	$	29,289	$	2,040,492
Less:
Interest and other income	—		—		—		1,702		1,702
Property-level operating expenses	982,976		126,511		7,593		—		1,117,080
Office building and other services costs	—		—		—		2,723		2,723
NOI	$	326,201	$	274,557	$	293,365	$	24,864	918,987
Interest and other income									1,702
Interest expense									(224,745)
Depreciation and amortization									(572,139)
General, administrative and professional fees									(75,913)
Loss on extinguishment of debt, net									(7)
Transaction expenses and deal costs									(33,070)
Allowance on loans receivable and investments									116
Other									(20,926)
Loss from unconsolidated entities									(5,316)
Gain on real estate dispositions									2,421
Income tax benefit									8,280
Loss from continuing operations									(610)
Net loss									(610)
Net income attributable to noncontrolling interests									3,074
Net loss attributable to common stockholders									$	(3,684)

29

VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

	For the Six Months Ended June 30, 2021
	SHOP		Office Operations		Triple-Net Leased Properties		Non-Segment		Total
Revenues:
Rental income	$	—	$	397,843	$	319,108	$	—	$	716,951
Resident fees and services	1,064,602		—		—		—		1,064,602
Office building and other services revenue	—		4,884		—		5,447		10,331
Income from loans and investments	—		—		—		36,675		36,675
Interest and other income	—		—		—		926		926
Total revenues	$	1,064,602	$	402,727	$	319,108	$	43,048	$	1,829,485
Total revenues	$	1,064,602	$	402,727	$	319,108	$	43,048	$	1,829,485
Less:
Interest and other income	—		—		—		926		926
Property-level operating expenses	842,642		128,896		9,257		—		980,795
Office building and other services costs	—		1,276		—		—		1,276
NOI	$	221,960	$	272,555	$	309,851	$	42,122	846,488
Interest and other income									926
Interest expense									(220,818)
Depreciation and amortization									(564,848)
General, administrative and professional fees									(70,897)
Loss on extinguishment of debt, net									(27,016)
Transaction expenses and deal costs									(5,338)
Allowance on loans receivable and investments									8,961
Other									22,918
Income from unconsolidated entities									4,517
Gain on real estate dispositions									43,791
Income tax expense									(5,794)
Income from continuing operations									32,890
Net income									32,890
Net income attributable to noncontrolling interests									3,708
Net income attributable to common stockholders									$	29,182

Capital expenditures, including investments in real estate property and development project expenditures, by reportable business segment are as follows (dollars in thousands):

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
Capital Expenditures:	2022		2021		2022		2021
SHOP	$	55,540	$	51,156	$	198,943	$	99,873
Office operations	85,752		56,667		359,826		88,213
Triple-net leased properties	1,774		8,921		2,408		17,139
Total capital expenditures	$	143,066	$	116,744	$	561,177	$	205,225

30

VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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 (dollars in thousands):

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2022		2021		2022		2021
Revenues:
United States	$	903,057	$	803,242	$	1,800,990	$	1,601,010
Canada	112,809		108,342		224,953		213,375
United Kingdom	7,072		7,610		14,549		15,100
Total revenues	$	1,022,938	$	919,194	$	2,040,492	$	1,829,485

	As of June 30, 2022		As of December 31, 2021
Net Real Estate Property:
United States	$	18,581,304	$	18,562,738
Canada	2,927,708		3,007,008
United Kingdom	216,771		247,092
Total net real estate property	$	21,725,783	$	21,816,838

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ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Unless otherwise indicated or except where the context otherwise requires, the terms “we,” “us,” “our,” “Company” and other similar terms in Item 2 of this Quarterly Report on Form 10-Q refer to Ventas, Inc. and its consolidated subsidiaries.

Cautionary Statements

Forward-Looking Statements

This Quarterly Report on Form 10-Q includes 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. Forward-looking statements include, among other things, statements regarding our and our officers’ intent, belief or expectation as identified by the use of words such as “may,” “will,” “project,” “expect,” “believe,” “intend,” “anticipate,” “seek,” “target,” “forecast,” “plan,” “potential,” “opportunity,” “estimate,” “could,” “would,” “should” and other comparable and derivative terms or the negatives thereof.

Forward-looking statements are based on management’s beliefs as well as on a number of assumptions concerning future events. You should not 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. We do not undertake a duty to update these forward-looking statements, which speak only as of the date on which they are made. You are urged to carefully review the disclosures we make concerning risks and uncertainties that may affect our business and future financial performance, including those made below and in our filings with the Securities and Exchange Commission, such as in the sections titled “Cautionary Statements — Summary Risk Factors,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2021 and “Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022.

Certain factors that could affect our future results and our ability to achieve our stated goals include, but are not limited to: (a) the impact of the ongoing COVID-19 pandemic and its extended consequences, including of the Delta, Omicron or any other variant, on our revenue, level of profitability, liquidity and overall risk exposure and the implementation and impact of regulations related to the CARES Act and other stimulus legislation and any future COVID-19 relief measures; (b) our ability to achieve the anticipated benefits and synergies from, and effectively integrate, our acquisitions and investments, including our acquisition of New Senior Investment Group Inc.; (c) our exposure and the exposure of our tenants, managers and borrowers to complex healthcare and other regulation and the challenges and expense associated with complying with such regulation; (d) the potential for significant general and commercial claims, legal actions, regulatory proceedings or enforcement actions that could subject us or our tenants, managers or borrowers to increased operating costs and uninsured liabilities; (e) the impact of market and general economic conditions, including economic and financial market events, inflation, changes in interest rates, supply chain pressures, events that affect consumer confidence, our occupancy rates and resident fee revenues, and the actual and perceived state of the real estate markets, labor markets and public capital markets; (f) our ability, and the ability of our tenants, managers and borrowers, to navigate the trends impacting our or their businesses and the industries in which we or they operate; (g) the risk of bankruptcy, insolvency or financial deterioration of our tenants, managers, borrowers and other obligors and our ability to foreclose successfully on the collateral securing our loans and other investments in the event of a borrower default; (h) our ability to identify and consummate future investments in or dispositions of healthcare assets and effectively manage our portfolio opportunities and our investments in co-investment vehicles, joint ventures and minority interests; (i) risks related to development, redevelopment and construction projects, including costs associated with inflation, rising interest rates, labor conditions and supply chain pressures; (j) our ability to attract and retain talented employees; (k) the limitations and significant requirements imposed upon our business as a result of our status as a REIT and the adverse consequences (including the possible loss of our status as a REIT) that would result if we are not able to comply; (l) the risk of changes in healthcare law or regulation or in tax laws, guidance and interpretations, particularly as applied to REITs, that could adversely affect us or our tenants, managers or borrowers; (m) increases in our borrowing costs as a result of becoming more leveraged, rising interest rates and the phasing out of LIBOR rates; (n) our reliance on third parties to operate a majority of our assets and our limited control and influence over such operations and results; (o) our dependency on a limited number of tenants and managers for a significant portion of our revenues and operating income; (p) the adequacy of insurance coverage provided by our policies and policies maintained by our tenants, managers or other counterparties; (q) the occurrence of cyber incidents that could disrupt our operations, result in the loss of confidential information or damage our business relationships and reputation; (r) the impact of merger, acquisition and investment activity in the healthcare industry or otherwise affecting our tenants, managers or

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borrowers; (s) disruptions to the management and operations of our business and the uncertainties caused by activist investors; and (t) the risk of catastrophic or extreme weather and other natural events and the physical effects of climate change.

Note Regarding Third-Party Information

This Quarterly Report includes information that has been derived from SEC filings that has been provided to us by our tenants and managers or been derived from SEC filings or other publicly available information of our tenants and managers. We believe that such information is accurate and that the sources from which it has been obtained are reliable. However, we cannot guarantee the accuracy of such information and have not independently verified the assumptions on which such information is based.

Company Overview

Ventas, Inc., an S&P 500 company, is a real estate investment trust operating at the intersection of healthcare and real estate. We hold a highly diversified portfolio of senior housing communities, medical office buildings (“MOBs”), life science, research and innovation centers, hospitals and other healthcare facilities, which we generally refer to as “healthcare real estate,” located throughout the United States, Canada and the United Kingdom. As of June 30, 2022, we owned or had investments in approximately 1,300 properties (including properties classified as held for sale). Our company was originally founded in 1983 and is headquartered in Chicago, Illinois with additional corporate offices in Louisville, Kentucky and New York, New York.

We primarily invest in a diversified portfolio of healthcare real estate assets through wholly owned subsidiaries and other co-investment entities. We operate through three reportable business segments: triple-net leased properties, senior housing operating portfolio, which we also refer to as “SHOP” and is formerly known as senior living operations, and office operations. See our Consolidated Financial Statements and the related notes, including “Note 2 – Accounting Policies” and “Note 16 – Segment Information,” included in Item 1 of this Quarterly Report on Form 10-Q. Our senior housing communities are either subject to triple-net leases, in which case they are included in our triple-net leased properties reportable business segment, or operated by independent third-party managers, in which case they are included in our SHOP reportable business segment.

As of June 30, 2022, we leased a total of 331 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 (together with its subsidiaries, “Kindred”) leased from us 121 properties, 30 properties and 29 properties, respectively, as of June 30, 2022.

As of June 30, 2022, pursuant to long-term management agreements, we engaged independent operators, such as Atria Senior Living, Inc. (together with its subsidiaries, including Holiday Retirement (“Holiday”), “Atria”) and Sunrise Senior Living, LLC (together with its subsidiaries, “Sunrise”), to manage 557 senior housing communities for us.

Through our Lillibridge Healthcare Services, Inc. (“Lillibridge”) subsidiary and our ownership interest in PMB Real Estate Services LLC (“PMBRES”), 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 senior housing and healthcare operators or properties.

We aim to enhance shareholder value by delivering consistent, superior total returns through a strategy of (1) generating reliable and growing cash flows, (2) maintaining a balanced, diversified portfolio of high-quality assets and (3) preserving our financial strength, flexibility and liquidity.

Our ability to access capital in a timely and cost-effective manner is critical to the success of our business strategy because it affects our ability to satisfy existing obligations, including the repayment of maturing indebtedness, and to make future investments. Factors such as general market conditions, interest rates, credit ratings on our securities, expectations of our potential future earnings and cash distributions, and the trading price of our common stock impact our access to and cost of external capital. For that reason, we generally attempt to match the long-term duration of our investments in real property with long-term financing through the issuance of shares of our common stock or the incurrence of long-term fixed rate debt.

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2022 Highlights

Continuing Impact of and Response to COVID-19 and Its Extended Consequences

During fiscal 2020 and 2021 and continuing into fiscal 2022, our business has been and is expected to continue to be impacted by COVID-19 itself, including actions taken to prevent the spread of the virus and its variants, and its extended consequences. The trajectory and future impact of COVID-19 remains highly uncertain. The extent of COVID-19’s continuing and ultimate effect on our operational and financial performance will depend on a variety of factors, including the impact of new variants of the virus and the effectiveness of available vaccines against those variants; ongoing clinical experience, which may differ considerably across governmental and regulatory bodies and regions and fluctuate over time; and on other future developments, including the ultimate duration, spread and intensity of the outbreak, the availability of testing, the extent to which governments impose, roll-back or re-impose preventative restrictions and the availability of ongoing government financial support to our business, tenants and operators. Due to these uncertainties, we are not able at this time to estimate the ultimate impact of COVID-19 on our business, results of operations, financial condition and cash flows.

Investments and Dispositions

•During the six months ended June 30, 2022, we acquired 18 MOBs leased to affiliates of Ardent, one behavioral health center and one research and innovation center, all of which are reported within our office operations segment, and one senior housing community, which is reported within our SHOP segment, for an aggregate purchase price of $395.3 million.

•During the six months ended June 30, 2022, we sold one vacant land parcel for $6.2 million and recognized a gain on the sale of this asset of $2.4 million.

Liquidity and Capital

•As of June 30, 2022, we had approximately $2.5 billion in liquidity, including availability under our revolving credit facility and cash and cash equivalents on hand, net of $335.3 million borrowings outstanding under our commercial paper program.

•In June 2022, we entered into a Credit and Guaranty Agreement (the “New Credit Agreement”) with Ventas Realty, as borrower. The New Credit Agreement replaces Ventas Realty’s previous $200.0 million unsecured term loan priced at LIBOR plus 0.90% that matured in 2023 with a new $500.0 million unsecured term loan that matures in 2027 and is initially priced at Term SOFR plus 0.95% based on Ventas Realty’s debt ratings.

Other Items

•During the first quarter of and subsequent to the second quarter of 2022, we received $34.0 million and $20.2 million, respectively, in grants in connection with our Phases 3 and 4 applications to the Provider Relief Fund administered by the U.S. Department of Health & Human Services (“HHS”) on behalf of the assisted living communities in our SHOP segment to partially mitigate losses attributable to COVID-19.

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Concentration Risk

We use concentration ratios to identify, understand and evaluate the potential impact of economic downturns and other adverse events that may affect our asset types, geographic locations, business models, and tenants, operators and managers. We evaluate concentration risk in terms of investment mix and operations mix. Investment mix measures the percentage of our investments that is concentrated in a specific asset type or that is operated or managed by a particular tenant, operator or manager. Operations mix measures the percentage of our operating results that is attributed to a particular tenant, operator or manager, geographic location or business model.

The following tables reflect our concentration risk as of the dates and for the periods presented:
	As of June 30, 2022		As of December 31, 2021
Investment mix by asset type (1):
Senior housing communities	66.6	%	67.4	%
MOBs	17.8		17.1
Life science, research and innovation centers	6.9		6.7
Health systems	4.9		5.0
Inpatient rehabilitation facilities (“IRFs”) and long-term acute care facilities (“LTACs”)	1.5		1.5
Skilled nursing facilities (“SNFs”)	0.6		0.6
Secured loans receivable and investments, net	1.7		1.7
Total	100.0	%	100.0	%
Investment mix by tenant, operator and manager (1):
Atria (2)	26.7	%	27.0	%
Sunrise	9.8		10.0
Brookdale Senior Living	7.7		7.8
Le Groupe Maurice	7.2		7.3
Ardent	5.3		4.7
Kindred	0.8		1.0
All other	42.5		42.2
Total	100.0	%	100.0	%

______________________________

(1)Ratios are based on the gross book value of consolidated real estate investments (excluding properties classified as held for sale) as of each reporting date.

(2)Includes assets managed by Holiday, which was acquired by Atria in July 2021.

35

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2022		2021		2022		2021
Operations mix by tenant and operator and business model:
Revenues (1):
SHOP	64.3	%	58.5	%	64.2	%	58.4	%
Brookdale Senior Living (2)	3.6		4.1		3.6		4.1
Kindred	3.3		3.4		3.3		3.4
Ardent	3.2		3.6		3.2		3.6
All others	25.6		30.4		25.7		30.5
Total	100.0	%	100.0	%	100.0	%	100.0	%
Net operating income (“NOI”):
SHOP	33.8	%	26.6	%	35.5	%	26.6	%
Brookdale Senior Living (2)	8.4		8.8		8.1		8.8
Kindred	7.6		7.4		7.3		7.4
Ardent	7.3		7.9		7.0		7.9
All others	42.9		49.3		42.1		49.3
Total	100.0	%	100.0	%	100.0	%	100.0	%
Operations mix by geographic location (3):
California	14.4	%	15.2	%	14.4	%	15.3	%
New York	7.5		7.7		7.4		7.7
Texas	6.7		6.0		6.6		6.0
Pennsylvania	5.2		4.6		5.1		4.6
North Carolina	4.3		3.9		4.5		3.8
All others	61.9		62.6		62.0		62.6
Total	100.0	%	100.0	%	100.0	%	100.0	%

______________________________

(1)Total revenues include office building and other services revenue, revenue from loans and investments and interest and other income (including amounts related to assets classified as held for sale).

(2)Results exclude eight senior housing communities which are included in the SHOP reportable business segment.

(3)Ratios are based on total revenues (including amounts related to assets classified as held for sale) for each period presented.

See “Non-GAAP Financial Measures” included elsewhere in this Quarterly Report on Form 10-Q for additional disclosure and reconciliations of net income attributable to common stockholders, as computed in accordance with GAAP, to NOI.

Triple-Net Lease Performance and Expirations

Although our lease expirations are staggered, the non-renewal of some or all of our triple-net leases that expire in any given year could have a material adverse effect on us. During the six months ended June 30, 2022, we had no triple-net lease renewals or expirations without renewal that, in the aggregate, had a material impact on our financial condition or results of operations for that period.

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Critical Accounting Policies and Estimates

Our Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information set forth in the Accounting Standards Codification (“ASC”), as published by the Financial Accounting Standards Board (“FASB”), and with the SEC instructions to Form 10-Q and Article 10 of Regulation S-X. 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 periods. We base these estimates on our experience and assumptions we believe to be reasonable under the circumstances. However, if our judgment or interpretation of the facts and circumstances relating to various transactions or other matters had been different, we may have applied a different accounting treatment, resulting in a different presentation of our financial statements. We periodically reevaluate our estimates and assumptions, and in the event they prove to be different from actual results, we make adjustments in subsequent periods to reflect more current estimates and assumptions about matters that are inherently uncertain.

Our 2021 Annual Report contains additional information regarding the critical accounting policies that affect our more significant estimates and judgments used in the preparation of our Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. There have been no material changes to these policies in 2022. Please refer to “Note 2 – Accounting Policies” of the Notes to Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for information regarding recently adopted accounting standards.

Results of Operations

As of June 30, 2022, we operated through three reportable business segments: triple-net leased properties, SHOP and office operations. In our triple-net leased properties reportable business segment, we invest in and own senior 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 SHOP reportable business segment, we invest in senior 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 reportable business segment, we primarily acquire, own, develop, lease and manage MOBs and life science, research and innovation centers throughout the United States. Information provided for “non-segment” 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 “non-segment” 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 net operating income (“NOI”) and related measures. For further information regarding our reportable business segments and a discussion of our definition of NOI, see “Note 16 – Segment Information” of the Notes to Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. See “Non-GAAP Financial Measures” included elsewhere in this Quarterly Report on Form 10-Q for additional disclosure and reconciliations of net income attributable to common stockholders, as computed in accordance with GAAP, to NOI.

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Three Months Ended June 30, 2022 and 2021

The table below shows our results of operations for the three months ended June 30, 2022 and 2021 and the effect of changes in those results from period to period on our net income attributable to common stockholders (dollars in thousands):

	For the Three Months Ended June 30,				Increase (Decrease) to Net Income
	2022		2021		$		%
NOI:
SHOP	$	150,610	$	111,139	$	39,471	35.5	%
Office operations	136,583		137,320		(737)		(0.5)
Triple-net leased properties	145,812		154,791		(8,979)		(5.8)
Non-segment	12,998		20,506		(7,508)		(36.6)
Total NOI	446,003		423,756		22,247		5.2
Interest and other income	1,166		585		581		99.3
Interest expense	(113,951)		(110,051)		(3,900)		(3.5)
Depreciation and amortization	(283,075)		(250,700)		(32,375)		(12.9)
General, administrative and professional fees	(32,915)		(30,588)		(2,327)		(7.6)
(Loss) gain on extinguishment of debt, net	(7)		74		(81)		(109.5)
Transaction expenses and deal costs	(13,078)		(721)		(12,357)		nm
Allowance on loans receivable and investments	62		59		3		5.1
Other	(48,116)		13,490		(61,606)		nm
(Loss) income before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests	(43,911)		45,904		(89,815)		nm
(Loss) income from unconsolidated entities	(1,047)		4,767		(5,814)		(122.0)
(Loss) gain on real estate dispositions	(34)		41,258		(41,292)		(100.1)
Income tax benefit (expense)	3,790		(3,641)		7,431		nm
(Loss) income from continuing operations	(41,202)		88,288		(129,490)		(146.7)
Net (loss) income	(41,202)		88,288		(129,490)		(146.7)
Net income attributable to noncontrolling interests	1,214		1,897		683		36.0
Net (loss) income attributable to common stockholders	$	(42,416)	$	86,391	$	(128,807)	(149.1)

______________________________

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NOI—Senior Housing Operating Portfolio

The following table summarizes results of operations in our SHOP reportable business segment, including assets sold or classified as held for sale as of June 30, 2022 (dollars in thousands):

	For the Three Months Ended June 30,				Increase (Decrease) to NOI
	2022		2021		$		%
NOI—SHOP:
Resident fees and services	$	658,056	$	535,952	$	122,104	22.8	%
Less: Property-level operating expenses	(507,446)		(424,813)		(82,633)		(19.5)
NOI	$	150,610	$	111,139	$	39,471	35.5

38

	Number of Properties at June 30,		Average Unit Occupancy for the Three Months Ended June 30,				Average Monthly Revenue Per Occupied Room For the Three Months Ended June 30,
	2022	2021	2022		2021		2022		2021
Total communities	548	440	80.4	%	77.4	%	$	4,391	$	4,635

Resident fees and services include all amounts earned from residents at our senior housing communities, such as rental fees related to resident leases, extended health care fees and other ancillary service income. Property-level operating expenses related to our SHOP reportable business segment include labor, food, utilities, marketing, management and other costs of operating the properties. For senior housing communities in our SHOP reportable business segment, occupancy generally reflects average operator-reported unit occupancy for the reporting period. Average monthly revenue per occupied room reflects average resident fees and services per operator-reported occupied unit for the reporting period.

The NOI increase in our SHOP reportable business segment for the three months ended June 30, 2022 compared to the same period in 2021 was driven by acquisitions, primarily the acquisition of over 100 independent living communities from New Senior in September 2021 as well as an overall increase in occupancy and revenue per occupied room, partially offset by higher operating expenses, driven by macro inflationary impacts on labor, utilities and other operating expenses.

The following table compares results of operations for our 321 same-store SHOP communities (dollars in thousands). See “Non-GAAP Financial Measures—NOI” included elsewhere in this Quarterly Report on Form 10-Q for additional disclosure regarding same-store NOI for each of our reportable business segments.

	For the Three Months Ended June 30,				Increase (Decrease) to NOI
	2022		2021		$		%
Same-Store NOI—SHOP:
Resident fees and services	$	485,098	$	440,397	$	44,701	10.2	%
Less: Property-level operating expenses	(366,635)		(331,445)		(35,190)		(10.6)
NOI	$	118,463	$	108,952	$	9,511	8.7

	Number of Properties at June 30,		Average Unit Occupancy for the Three Months Ended June 30,				Average Monthly Revenue Per Occupied Room For the Three Months Ended June 30,
	2022	2021	2022		2021		2022		2021
Same-store communities	321	321	83.7	%	79.8	%	$	4,825	$	4,594

The NOI increase in our same-store SHOP reportable business segment for the three months ended June 30, 2022 compared to the same period in 2021 was primarily driven by an increase in occupancy and revenue per occupied room, partially offset by higher operating expenses, driven by macro inflationary impacts on labor, utilities and other operating expenses.

39

NOI—Office Operations

The following table summarizes results of operations in our office operations reportable business segment, including assets sold or classified as held for sale as of June 30, 2022 (dollars in thousands). For properties in our office operations reportable business segment, occupancy generally reflects occupied square footage divided by net rentable square footage as of the end of the reporting period.

	For the Three Months Ended June 30,				(Decrease) Increase to NOI
	2022		2021		$		%
NOI—Office Operations:
Rental income	$	199,241	$	200,388	$	(1,147)	(0.6)	%
Office building and other services revenue	670		2,540		(1,870)		(73.6)
Total revenues	199,911		202,928		(3,017)		(1.5)
Less:
Property-level operating expenses	(63,328)		(64,950)		1,622		2.5
Office building and other services costs	—		(658)		658		100.0
NOI	$	136,583	$	137,320	$	(737)	(0.5)

	Number of Properties at June 30,		Occupancy at June 30,				Annualized Average Rent Per Occupied Square Foot for the Three Months Ended June 30,
	2022	2021	2022		2021		2022		2021
Total office buildings	362	370	89.5	%	89.5	%	$	36	$	34

The NOI decrease in office operations reportable business segment for the three months ended June 30, 2022 compared to the same period in 2021 was primarily due to dispositions of non-core assets during 2021, partially offset by successful new leasing, sustained tenant retention, improved parking income and acquisitions subsequent to June 30, 2021.

The following table compares results of operations for our 331 same-store office buildings (dollars in thousands):

	For the Three Months Ended June 30,				Increase (Decrease) to NOI
	2022		2021		$		%
Same-Store NOI—Office Operations:
Rental income	$	185,908	$	180,049	$	5,859	3.3	%
Less: Property-level operating expenses	(58,953)		(57,107)		(1,846)		(3.2)
NOI	$	126,955	$	122,942	$	4,013	3.3

	Number of Properties at June 30,		Occupancy at June 30,				Annualized Average Rent Per Occupied Square Foot for the Three Months Ended June 30,
	2022	2021	2022		2021		2022		2021
Same-store office buildings	331	331	91.6	%	91.3	%	$	36	$	35

The NOI increase in our same-store office operations reportable business segment for the three months ended June 30, 2022 compared to the same period in 2021 was primarily driven by strong retention, new leasing and favorable expense controls.

40

NOI—Triple-Net Leased Properties

The following table summarizes results of operations in our triple-net leased properties reportable business segment, including assets sold or classified as held for sale as of June 30, 2022 (dollars in thousands):

	For the Three Months Ended June 30,				(Decrease) Increase to NOI
	2022		2021		$		%
NOI—Triple-Net Leased Properties:
Rental income	$	149,397	$	159,223	$	(9,826)	(6.2)	%
Less: Property-level operating expenses	(3,585)		(4,432)		847		19.1
NOI	$	145,812	$	154,791	$	(8,979)	(5.8)

In our triple-net leased properties reportable business segment, our revenues generally consist of fixed rental amounts (subject to contractual escalations) received from our tenants in accordance with the applicable lease terms. We report revenues and property-level operating expenses within our triple-net leased properties reportable business segment for real estate tax and insurance expenses that are paid from escrows collected from our tenants.

The NOI decrease in our triple-net leased properties for the three months ended June 30, 2022 compared to the same period in 2021 was primarily driven by rental income from communities that were transitioned to our senior housing operating portfolio or sold prior to the second quarter of 2022.

Occupancy rates may affect the profitability of our tenants’ operations. For senior housing communities and post-acute properties in our triple-net leased properties reportable business segment, occupancy generally reflects average operator-reported unit and bed occupancy, respectively, for the reporting period. Because triple-net financials are delivered to us following the reporting period, occupancy is reported in arrears. The following table sets forth average continuing occupancy rates for the first quarter of 2022 and 2021 related to the triple-net leased properties we owned at June 30, 2022 and 2021, respectively. The table excludes non-stabilized properties, properties owned through investments in unconsolidated real estate entities, certain properties for which we do not receive occupancy information and properties acquired or properties that transitioned operators for which we do not have a full quarter of occupancy results.

	Number of Properties Owned at June 30, 2022	Average Occupancy for the Three Months Ended March 31, 2022	Number of Properties Owned at June 30, 2021	Average Occupancy for the Three Months Ended March 31, 2021
Senior housing communities	260	74.9%	281	76.0%
SNFs	16	80.7	16	75.8
IRFs and LTACs	36	58.1	35	59.0

Declines in occupancy are primarily the result of COVID-19 impacts.

The following table compares results of operations for our 330 same-store triple-net leased properties (dollars in thousands):

	For the Three Months Ended June 30,				(Decrease) Increase to NOI
	2022		2021		$		%
Same-Store NOI—Triple-Net Leased Properties:
Rental income	$	147,406	$	148,238	$	(832)	(0.6)	%
Less: Property-level operating expenses	(3,355)		(3,427)		72		2.1
NOI	$	144,051	$	144,811	$	(760)	(0.5)

The decrease in NOI in our same-store triple-net leased portfolio for the three months ended June 30, 2022 compared to the same period in 2021 was primarily driven by lease resolutions after June 30, 2021 with several smaller senior housing triple-net tenants who were materially affected by COVID-19.

41

NOI—Non-Segment

Information provided for non-segment NOI includes income from loans and investments and other miscellaneous income not directly attributable to any of our three reportable business segments. The $7.5 million decrease in non-segment NOI for the three months ended June 30, 2022 compared to the same period in 2021 was primarily due to reduced interest income from a lower balance of loans receivable investments due to the redemption of Ardent’s senior notes and payoff of certain notes in 2021.

Company Results

Interest Expense

The $3.9 million increase in interest expense for the three months ended June 30, 2022 compared to the same period in 2021 was due to an increase of $4.9 million as a result of higher debt balances, offset by a decrease of $1.3 million due to a lower effective interest rate. Our weighted average effective interest rate was 3.54% and 3.58% for the three months ended June 30, 2022 and 2021, respectively. Capitalized interest was $2.7 million for both the three months ended June 30, 2022 and 2021.

Depreciation and Amortization

The $32.4 million increase in depreciation and amortization expense for the three months ended June 30, 2022 compared to the same period in 2021 was primarily due to $41.8 million of depreciation on assets acquired from New Senior, partially offset by a net decrease in impairments recognized in the second quarter of 2022 as compared to the same period in 2021.

General, Administrative and Professional Fees

The $2.3 million increase in general, administrative and professional fees for the three months ended June 30, 2022 compared to the same period in 2021 was primarily due to the return to a more normalized business environment and the inclusion of a portion of New Senior’s overhead.

(Loss) Gain on Extinguishment of Debt, Net

Loss on extinguishment of debt, net was relatively flat for the three months ended June 30, 2022 compared to the same period in 2021.

Transaction Expenses and Deal Costs

The $12.4 million increase in transaction expenses and deal costs for the three months ended June 30, 2022 compared to the same period in 2021 was primarily due to costs incurred in connection with stockholder relations matters.

Allowance on Loans Receivable and Investments

Allowance on loans receivable and investments was relatively flat for the three months ended June 30, 2022 compared to the same period in 2021.

Other

The $61.6 million increase in other expense for the three months ended June 30, 2022 compared to the same period in 2021 was primarily due to an increase of $61.1 million in unrealized loss on stock warrants received in connection with the Brookdale Senior Living lease modification in the third quarter of 2020. As of June 30, 2022, the fair value of the stock warrants was $39.6 million, which was $11.5 million higher than the value at the grant date.

Loss (Income) from Unconsolidated Entities

The $5.8 million increase in loss from unconsolidated entities for the three months ended June 30, 2022 compared to the same period in 2021 was primarily due to our share of increased net loss from our unconsolidated entities.

42

(Loss) Gain on Real Estate Dispositions

The $41.3 million decrease in gain on real estate dispositions for the three months ended June 30, 2022 compared to the same period in 2021 was primarily due to the second quarter 2021 sale of one MOB for a gain of $41.3 million.

Income Tax Benefit (Expense)

The $3.8 million of income tax benefit for the three months ended June 30, 2022 was primarily due to operating losses at certain of our TRS entities and a net benefit for the unwind of certain tax credit structure during the first quarter of 2022. The $3.6 million of income tax expense for the three months ended June 30, 2021 was primarily due to a $2.8 million net deferred tax expense related to an internal restructuring of certain U.S. taxable REIT subsidiaries, and a $3.4 million deferred tax expense related to the revaluation of certain deferred tax liabilities as a result of enacted tax rate changes in the United Kingdom.

Six Months Ended June 30, 2022 and 2021

The table below shows our results of operations for the six months ended June 30, 2022 and 2021 and the effect of changes in those results from period to period on our net income attributable to common stockholders (dollars in thousands):

	For the Six Months Ended June 30,				Increase (Decrease) to Net Income
	2022		2021		$		%
NOI:
SHOP	$	326,201	$	221,960	$	104,241	47.0	%
Office operations	274,557		272,555		2,002		0.7
Triple-net leased properties	293,365		309,851		(16,486)		(5.3)
Non-segment	24,864		42,122		(17,258)		(41.0)
Total NOI	918,987		846,488		72,499		8.6
Interest and other income	1,702		926		776		83.8
Interest expense	(224,745)		(220,818)		(3,927)		(1.8)
Depreciation and amortization	(572,139)		(564,848)		(7,291)		(1.3)
General, administrative and professional fees	(75,913)		(70,897)		(5,016)		(7.1)
Loss on extinguishment of debt, net	(7)		(27,016)		27,009		100.0
Transaction expenses and deal costs	(33,070)		(5,338)		(27,732)		nm
Allowance on loans receivable and investments	116		8,961		(8,845)		(98.7)
Other	(20,926)		22,918		(43,844)		nm
Loss before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests	(5,995)		(9,624)		3,629		37.7
(Loss) income from unconsolidated entities	(5,316)		4,517		(9,833)		nm
Gain on real estate dispositions	2,421		43,791		(41,370)		(94.5)
Income tax benefit (expense)	8,280		(5,794)		14,074		nm
(Loss) income from continuing operations	(610)		32,890		(33,500)		(101.9)
Net (loss) income	(610)		32,890		(33,500)		(101.9)
Net income attributable to noncontrolling interests	3,074		3,708		634		17.1
Net (loss) income attributable to common stockholders	$	(3,684)	$	29,182	$	(32,866)	(112.6)

______________________________

nm - not meaningful

43

NOI—Senior Housing Operating Portfolio

The following table summarizes results of operations in our SHOP reportable business segment, including assets sold or classified as held for sale as of June 30, 2022 (dollars in thousands):

	For the Six Months Ended June 30,				Increase (Decrease) to NOI
	2022		2021		$		%
NOI—SHOP:
Resident fees and services	$	1,309,177	$	1,064,602	$	244,575	23.0	%
Less: Property-level operating expenses	(982,976)		(842,642)		(140,334)		(16.7)
NOI	$	326,201	$	221,960	$	104,241	47.0

	Number of Properties at June 30,		Average Unit Occupancy For the Six Months Ended June 30,				Average Monthly Revenue Per Occupied Room For the Six Months Ended June 30,
	2022	2021	2022		2021		2022		2021
Total communities	548	440	80.2	%	76.8	%	$	4,382	$	4,642

The NOI increase in our SHOP reportable business segment for the six months ended June 30, 2022 compared to the same period in 2021 was primarily driven by acquisitions, primarily the acquisition of over 100 independent living communities from New Senior in September 2021, an overall increase in occupancy and higher HHS grants received, which are reflected as a reduction in property-level operating expenses. During the first quarter of 2022 and 2021, HHS grants received reduced property-level operating expenses by $32.8 million and $13.6 million, respectively.

The following table compares results of operations for our 320 same-store SHOP communities (dollars in thousands):

	For the Six Months Ended June 30,				Increase (Decrease) to NOI
	2022		2021		$		%
Same-Store NOI—SHOP:
Resident fees and services	$	960,473	$	873,408	$	87,065	10.0	%
Less: Property-level operating expenses	(709,105)		(659,016)		(50,089)		(7.6)
NOI	$	251,368	$	214,392	$	36,976	17.2

	Number of Properties at June 30,		Average Unit Occupancy For the Six Months Ended June 30,				Average Monthly Revenue Per Occupied Room For the Six Months Ended June 30,
	2022	2021	2022		2021		2022		2021
Same-store communities	320	320	83.2	%	79.2	%	$	4,851	$	4,636

The NOI increase in our same-store SHOP reportable business segment for the six months ended June 30, 2022 compared to the same period in 2021 was primarily driven by an increase in occupancy and revenue per occupied room partially offset by higher operating expenses, driven by macro inflationary impacts on labor, utilities and other operating expenses. During the first quarter of 2022 and 2021, HHS grants received reduced property-level operating expenses by $21.1 million and $7.6 million, respectively.

44

NOI—Office Operations

The following table summarizes results of operations in our office operations reportable business segment, including assets sold or classified as held for sale as of June 30, 2022 (dollars in thousands):

	For the Six Months Ended June 30,				Increase (Decrease) to NOI
	2022		2021		$		%
NOI—Office Operations:
Rental income	$	399,781	$	397,843	$	1,938	0.5	%
Office building and other services revenue	1,287		4,884		(3,597)		(73.6)
Total revenues	401,068		402,727		(1,659)		(0.4)
Less:
Property-level operating expenses	(126,511)		(128,896)		2,385		1.9
Office building and other services costs	—		(1,276)		1,276		100.0
NOI	$	274,557	$	272,555	$	2,002	0.7

	Number of Properties at June 30,		Occupancy at June 30,				Annualized Average Rent Per Occupied Square Foot For the Six Months Ended June 30,
	2022	2021	2022		2021		2022		2021
Total office buildings	362	370	89.5	%	89.5	%	$	36	$	34

The NOI increase in our office operations reportable business segment for the six months ended June 30, 2022 compared to the same period in 2021 was primarily driven by strong retention, new leasing and favorable expense controls.

The following table compares results of operations for our 331 same-store office buildings (dollars in thousands):

	For the Six Months Ended June 30,				Increase (Decrease) to NOI
	2022		2021		$		%
Same-Store NOI—Office Operations:
Rental income	$	373,489	$	358,382	$	15,107	4.2	%
Less: Property-level operating expenses	(118,192)		(113,277)		(4,915)		(4.3)
NOI	$	255,297	$	245,105	$	10,192	4.2

	Number of Properties at June 30,		Occupancy at June 30,				Annualized Average Rent Per Occupied Square Foot For the Six Months Ended June 30,
	2022	2021	2022		2021		2022		2021
Same-store office buildings	331	331	91.6	%	91.3	%	$	36	$	35

The NOI increase in our same-store office operations reportable business segment for the six months ended June 30, 2022 compared to the same period in 2021 was primarily due to strong retention, new leasing and favorable expense controls.

45

NOI—Triple-Net Leased Properties

The following table summarizes results of operations in our triple-net leased properties reportable business segment, including assets sold or classified as held for sale as of June 30, 2022 (dollars in thousands):

	For the Six Months Ended June 30,				(Decrease) Increase to NOI
	2022		2021		$		%
NOI—Triple-Net Leased Properties:
Rental income	$	300,958	$	319,108	$	(18,150)	(5.7)	%
Less: Property-level operating expenses	(7,593)		(9,257)		1,664		18.0
NOI	$	293,365	$	309,851	$	(16,486)	(5.3)

The NOI decrease in our triple-net leased properties for the six months ended June 30, 2022 compared to the same period in 2021 was primarily driven by a reduction in rental income from communities that were transitioned to our senior housing operating portfolio and sold prior to June 30, 2022, slightly offset by an acquisition in September 2021.

The following table compares results of operations for our 330 same-store triple-net leased properties (dollars in thousands):

	For the Six Months Ended June 30,				(Decrease) Increase to NOI
	2022		2021		$		%
Same-Store NOI—Triple-Net Leased Properties:
Rental income	$	296,687	$	297,362	$	(675)	(0.2)	%
Less: Property-level operating expenses	(7,153)		(7,222)		69		1.0
NOI	$	289,534	$	290,140	$	(606)	(0.2)

The NOI decrease in our same-store triple-net leased properties reportable business segment for the six months ended June 30, 2022 compared to the same period in 2021 was primarily driven by lease resolutions after June 30, 2021 with several smaller senior housing triple-net tenants who were materially affected by COVID-19.

NOI— Non-Segment

The $17.3 million decrease in non-segment NOI for the six months ended June 30, 2022 compared to the same period in 2021 was primarily due to reduced interest income from a lower balance of loans receivable investments due to the redemption of Ardent’s senior notes, payoff of certain notes and sale of marketable debt securities in 2021.

Company Results

Interest Expense

The $3.9 million increase in interest expense for the six months ended June 30, 2022 compared to the same period in 2021 was primarily due to an increase of $8.0 million due to higher debt balances and an increase of $0.5 million due to higher capitalized interest, partially offset by a decrease of $5.1 million due to a lower effective interest rate. Our weighted average effective interest rate was 3.52% and 3.60% for the six months ended June 30, 2022 and 2021, respectively. Capitalized interest for the six months ended June 30, 2022 and 2021 was $5.2 million and $5.8 million, respectively.

Depreciation and Amortization

The $7.3 million increase in depreciation and amortization expense was primarily due to $83.7 million of depreciation on assets acquired from New Senior, partially offset by a net decrease in impairments recognized in 2022 as compared to 2021.

46

General, Administrative and Professional Fees

The $5.0 million increase in general, administrative and professional fees was primarily due to the return to a more normalized business environment and the inclusion of a portion of New Senior’s overhead, partially offset by lower compensation.

Loss on Extinguishment of Debt, Net

The $27.0 million decrease in loss on extinguishment of debt, net for the six months ended June 30, 2022 compared to the same period in 2021 was due to the make whole redemption of the $400.0 million aggregate principal amount of 3.10% senior notes due January 2023 during the first quarter of 2021.

Transaction Expenses and Deal Costs

The $27.7 million increase in transaction expenses and deal costs was primarily attributable to costs incurred in connection with stockholder relations matters.

Allowance on Loans Receivable and Investments

The $8.8 million change in allowance on loans receivable and investments was primarily due to the reversal of a previously recorded credit loss in the first quarter of 2021 as a result of successful collections.

Other

The $43.8 million increase in other expense was primarily due to an increase of $53.5 million in unrealized loss on the stock warrants received in connection with the Brookdale Senior Living lease modification in the third quarter of 2020, partially offset by $8.3 million of expenses relating to 2021 winter storms. As of June 30, 2022, the fair value of the stock warrants was $39.6 million, which was $11.5 million higher than the value at the grant date.

(Loss) Income from Unconsolidated Entities

The $9.8 million increase in loss from unconsolidated entities for the six months ended June 30, 2022 compared to the same period in 2021 was primarily due to our share of increased net loss from our unconsolidated entities.

Gain on Real Estate Dispositions

The $41.4 million decrease in gain on real estate dispositions was primarily due to the second quarter 2021 sale of one MOB for a gain of $41.3 million, partially offset by the first quarter 2022 sale of one vacant land parcel for a gain of $2.4 million.

Income Tax Benefit (Expense)

The $8.3 million of income tax benefit for the six months ended June 30, 2022 was primarily due to losses in certain of our TRS entities and a $2.0 million benefit from an internal restructuring of a U.S. taxable REIT subsidiary. The $5.8 million of income tax expense for the same period in 2021 was primarily due to a $2.8 million net deferred tax expense related to an internal restructuring of certain U.S. taxable REIT subsidiaries, and a $3.4 million deferred tax expense related to the revaluation of certain deferred tax liabilities as a result of enacted tax rate changes in the United Kingdom.

47

Non-GAAP Financial Measures

We consider certain non-GAAP financial measures to be useful supplemental measures of our operating performance. A non-GAAP financial measure is a measure of historical or future financial performance, financial position or cash flows that excludes or includes amounts that are not so excluded from or included in the most directly comparable measure calculated and presented in accordance with U.S. GAAP. Described below are the non-GAAP financial measures used by management to evaluate our operating performance and that we consider most useful to investors, together with reconciliations of these measures to the most directly comparable GAAP measures.

The non-GAAP financial measures we present in this Quarterly Report on Form 10-Q may not be comparable to those presented by other real estate companies due to the fact that not all real estate companies use the same definitions. You should not consider these measures as alternatives to net income attributable to common stockholders (determined in accordance with GAAP) as indicators of our financial performance or as alternatives to cash flow from operating activities (determined in accordance with GAAP) as measures of our liquidity, nor are these measures necessarily indicative of sufficient cash flow to fund all of our needs. In order to facilitate a clear understanding of our consolidated historical operating results, you should examine these measures in conjunction with net income attributable to common stockholders as presented in our Consolidated Financial Statements and other financial data included elsewhere in this Quarterly Report on Form 10-Q.

Funds From Operations and Normalized Funds From Operations Attributable to Common Stockholders

Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. However, since real estate values historically have risen or fallen with market conditions, many industry investors deem presentations of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. For that reason, we consider Funds From Operations attributable to common stockholders (“FFO”) and Normalized FFO to be appropriate supplemental measures of operating performance of an equity REIT. We believe that the presentation of FFO, combined with the presentation of required GAAP financial measures, has improved the understanding of operating results of REITs among the investing public and has helped make comparisons of REIT operating results more meaningful. Management generally considers FFO to be a useful measure for understanding and comparing our operating results because, by excluding gains and losses related to sales of previously depreciated operating real estate assets, impairment losses on depreciable real estate and real estate asset depreciation and amortization (which can differ across owners of similar assets in similar condition based on historical cost accounting and useful life estimates), FFO can help investors compare the operating performance of a company’s real estate across reporting periods and to the operating performance of other companies. We believe that Normalized FFO is useful because it allows investors, analysts and our management to compare our operating performance to the operating performance of other real estate companies across periods on a consistent basis without having to account for differences caused by non-recurring items and other non-operational events such as transactions and litigation. In some cases, we provide information about identified non-cash components of FFO and Normalized FFO because it allows investors, analysts and our management to assess the impact of those items on our financial results.

We use the National Association of Real Estate Investment Trusts (“Nareit”) definition of FFO. Nareit defines FFO as 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 entities and noncontrolling interests. Adjustments for unconsolidated entities and noncontrolling interests will be calculated to reflect FFO on the same basis. We define Normalized FFO as Nareit FFO excluding the following income and expense items, without duplication: (a) transaction expenses and deal costs, including transaction, integration and severance-related costs and expenses, and amortization of intangibles, in each case net of noncontrolling interests’ share of these items and including Ventas’ share of these items from unconsolidated entities; (b) the impact of 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 our debt; (c) the non-cash effect of income tax benefits or expenses, the non-cash impact of changes to our executive equity compensation plan, derivative transactions that have non-cash mark-to-market impacts on our Consolidated Statements of Income and non-cash charges related to leases; (d) the financial impact of contingent consideration; (e) gains and losses for non-operational foreign currency hedge agreements and changes in the fair value of financial instruments; (f) gains and losses on non-real estate dispositions and other items related to unconsolidated entities; (g) net expenses or recoveries related to materially disruptive events; and (h) other items set forth in the Normalized FFO reconciliation included herein.

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The following table summarizes our FFO and Normalized FFO for the three and six months ended June 30, 2022 and 2021 (dollars in thousands). The increase in Normalized FFO for the six months ended June 30, 2022 over the same period in 2021 is primarily due to increased net operating income at our senior housing communities as a result of improved occupancy, higher revenue per occupied room, acquisitions since the second quarter of 2021, including the acquisition of over 100 independent living communities from New Senior, and higher HHS grants received, partially offset by lower interest income on loan investments.

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2022		2021		2022		2021
Net (loss) income attributable to common stockholders	$	(42,416)	$	86,391	$	(3,684)	$	29,182
Adjustments:
Depreciation and amortization on real estate assets	282,313		249,527		570,416		562,397
Depreciation on real estate assets related to noncontrolling interests	(4,335)		(4,678)		(8,784)		(9,296)
Depreciation on real estate assets related to unconsolidated entities	7,621		4,615		14,886		8,633
Loss (gain) on real estate dispositions	34		(41,258)		(2,421)		(43,791)
(Loss) gain on real estate dispositions related to noncontrolling interests	—		(7)		17		(7)
Gain on real estate dispositions related to unconsolidated entities	(301)		—		(301)		—
Nareit FFO attributable to common stockholders	242,916		294,590		570,129		547,118
Adjustments:
Change in fair value of financial instruments	37,837		(23,211)		7,956		(44,219)
Non-cash income tax (benefit) expense	(5,379)		1,166		(11,184)		2,510
Loss (gain) on extinguishment of debt, net of noncontrolling interests and including Ventas’ share attributable to unconsolidated entities	7		(74)		7		27,016
Gain on transactions related to unconsolidated entities	—		(10)		(3)		(31)
Transaction expenses and deal costs, net of noncontrolling interests and including Ventas’ share attributable to unconsolidated entities	15,027		1,769		36,315		7,128
Amortization of other intangibles including Ventas’ share attributable to unconsolidated entities	268		116		536		233
Other items related to unconsolidated entities	(1,285)		43		(1,154)		143
Non-cash impact of changes to equity plan	(2,389)		(2,298)		4,817		6,443
Materially disruptive events, net including Ventas’ share attributable to unconsolidated entities	2,074		3,128		(1,635)		8,255
Allowance on loan investments, net of noncontrolling interests	(61)		(57)		(114)		(8,955)
Normalized FFO attributable to common stockholders	$	289,015	$	275,162	$605,670		$545,641

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NOI

We also consider NOI an important supplemental measure because it allows investors, analysts and our management to assess our unlevered property-level operating results and to compare our operating results with those of other real estate companies and between periods on a consistent basis. We define NOI as total revenues, less interest and other income, property-level operating expenses and office building and other services costs.

The following table sets forth a reconciliation of net income attributable to common stockholders to NOI (dollars in thousands):

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2022		2021		2022		2021
Net (loss) income attributable to common stockholders	$	(42,416)	$	86,391	$	(3,684)	$	29,182
Adjustments:
Interest and other income	(1,166)		(585)		(1,702)		(926)
Interest expense	113,951		110,051		224,745		220,818
Depreciation and amortization	283,075		250,700		572,139		564,848
General, administrative and professional fees	32,915		30,588		75,913		70,897
Loss (gain) on extinguishment of debt, net	7		(74)		7		27,016
Transaction expenses and deal costs	13,078		721		33,070		5,338
Allowance on loans receivable and investments	(62)		(59)		(116)		(8,961)
Other	48,116		(13,490)		20,926		(22,918)
Net income attributable to noncontrolling interests	1,214		1,897		3,074		3,708
(Loss) income from unconsolidated entities	1,047		(4,767)		5,316		(4,517)
Income tax (benefit) expense	(3,790)		3,641		(8,280)		5,794
(Loss) gain on real estate dispositions	34		(41,258)		(2,421)		(43,791)
NOI	$	446,003	$	423,756	$	918,987	$	846,488

See “Results of Operations” for discussions regarding both NOI and same-store NOI. We define same-store as properties owned, consolidated and operational for the full period in both comparison periods and that are not otherwise excluded; provided, however, that we may include selected properties that otherwise meet the same-store criteria if they are included in substantially all of, but not a full, period for one or both of the comparison periods, and in our judgment such inclusion provides a more meaningful presentation of our segment performance.

Newly acquired development properties and recently developed or redeveloped properties in our SHOP reportable business segment will be included in same-store once they are stabilized for the full period in both periods presented. These properties are considered stabilized upon the earlier of (a) the achievement of 80% sustained occupancy or (b) 24 months from the date of acquisition or substantial completion of work. Recently developed or redeveloped properties in our office operations and triple-net leased properties reportable business segments will be included in same-store once substantial completion of work has occurred for the full period in both periods presented. Our senior housing operating portfolio and triple-net leased properties that have undergone operator or business model transitions will be included in same-store once operating under consistent operating structures for the full period in both periods presented.

Properties are excluded from same-store if they are: (i) sold, classified as held for sale or properties whose operations were classified as discontinued operations in accordance with GAAP; (ii) impacted by materially disruptive events such as flood or fire; (iii) for SHOP, those properties that are currently undergoing a materially disruptive redevelopment; (iv) for our office operations and triple-net leased properties reportable business segments, those properties for which management has an intention to institute, or has instituted, a redevelopment plan because the properties may require major property-level expenditures to maximize value, increase NOI, or maintain a market-competitive position and/or achieve property stabilization, most commonly as the result of an expected or actual material change in occupancy or NOI; or (v) for SHOP and triple-net leased properties reportable business segments, those properties that are scheduled to undergo operator or business model transitions, or have transitioned operators or business models after the start of the prior comparison period.        

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To eliminate the impact of exchange rate movements, all portfolio performance-based disclosures assume constant exchange rates across comparable periods, using the following methodology: the current period’s results are shown in actual reported USD, while prior comparison period’s results are adjusted and converted to USD based on the average exchange rate for the current period.

Liquidity and Capital Resources    

Our principal sources of liquidity are cash flows from operations, proceeds from the issuance of debt and equity securities, borrowings under our unsecured revolving credit facility and commercial paper program, and proceeds from asset sales.

For the next 12 months, our principal liquidity needs are to: (i) fund operating expenses; (ii) meet our debt service requirements; (iii) repay maturing mortgage and other debt; (iv) fund acquisitions, investments and commitments and any development and redevelopment activities; (v) fund capital expenditures; and (vi) make distributions to our stockholders and unitholders, as required for us to continue to qualify as a REIT. Depending upon the availability of external capital, we believe our liquidity is sufficient to fund these uses of cash. We expect that these liquidity needs generally will be satisfied by a combination of the following: cash flows from operations, cash on hand, debt assumptions and financings (including secured financings), issuances of debt and equity securities, dispositions of assets (in whole or in part through joint venture arrangements with third parties) and borrowings under our revolving credit facilities and commercial paper program. However, an inability to access liquidity through multiple capital sources concurrently could have a material adverse effect on us.

Our material contractual obligations arising in the normal course of business primarily consist of long-term debt and related interest payments, and operating obligations which include ground lease obligations. During the six months ended June 30, 2022, there were no significant changes to our contractual obligations from those disclosed in the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2021 Annual Report. See “Note 10 – Senior Notes Payable And Other Debt” of the Notes to Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information regarding our significant debt activities.

While continuing decreased revenue and net operating income as a result of COVID-19 could lead to downgrades of our short- or long-term credit ratings and therefore adversely impact our cost of borrowing, we currently believe we will continue to have access to one or more debt markets during the duration of COVID-19 and could seek to enter into secured debt financings or issue debt and equity securities to satisfy our liquidity needs, although no assurances can be made in this regard.

Credit Facilities, Commercial Paper and Unsecured Term Loans

We have a $2.75 billion unsecured revolving credit facility initially priced at LIBOR plus 0.825% based on the Company’s debt rating. The unsecured revolving credit facility matures in January 2025, but may be extended at our option, subject to the satisfaction of certain conditions, for two additional periods of six months each. The credit facility also includes an accordion feature that permits us to increase our aggregate borrowing capacity thereunder to up to $3.75 billion, subject to the satisfaction of certain conditions.

As of June 30, 2022, we had $2.7 billion of undrawn capacity on our unsecured revolving credit facility with $45.6 million borrowings outstanding and an additional $25.0 million restricted to support outstanding letters of credit. We limit our use of the unsecured revolving credit facility, to the extent necessary, to support our commercial paper program when commercial paper notes are outstanding.

Our wholly owned subsidiary, Ventas Realty, Limited Partnership (“Ventas Realty”), 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 U.S. 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 June 30, 2022, we had $335.3 million in borrowings outstanding under our commercial paper program.

In June 2022, we entered into a Credit and Guaranty Agreement (the “New Credit Agreement”) with Ventas Realty, as borrower. The New Credit Agreement replaces Ventas Realty’s previous $200.0 million unsecured term loan priced at LIBOR plus 0.90% that matured in 2023 with a new $500.0 million unsecured term loan that matures in 2027 and is initially priced at Term SOFR plus 0.95% based on Ventas Realty’s debt ratings. The New Credit Agreement also includes an accordion feature that permits us to increase our aggregate borrowings thereunder to up to $1.25 billion, subject to the satisfaction of certain conditions, including the receipt of additional commitments for such increase.

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As of June 30, 2022, we had a C$500.0 million unsecured term loan facility priced at Canadian Dollar Offered Rate (“CDOR”) plus 0.90% that matures in 2025.

Senior Notes

We may, from time to time, seek to retire or purchase our outstanding senior notes for cash or in exchange for equity securities in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions, prospects for capital and other factors. The amounts involved may be material.

Equity Offerings

We participate in an “at-the-market” equity offering program (“ATM program”), pursuant to which we may, from time to time, sell up to $1.0 billion aggregate gross sales price of shares of our common stock. There were no issuances under the ATM program for the six months ended June 30, 2022. As of June 30, 2022, $1.0 billion aggregate gross sales price of shares of our common stock remains available for issuance under the ATM program.

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.

Dividends

During the six months ended June 30, 2022, we declared a dividend of $0.45 per share of our common stock in each of the first and second quarter. In order to continue to qualify as a REIT, we must make annual distributions to our stockholders of at least 90% of our REIT taxable income (excluding net capital gain). In addition, we will be subject to income tax at the regular corporate rate to the extent we distribute less than 100% of our REIT taxable income, including any net capital gains. We intend to pay dividends greater than 100% of our taxable income, after the use of any net operating loss carryforwards, for 2022.

We expect that our cash flows will exceed our REIT taxable income due to depreciation and other non-cash deductions in computing REIT taxable income and that we will be able to satisfy the 90% distribution requirement. However, from time to time, we may not have sufficient cash on hand or other liquid assets to meet this requirement or we may decide to retain cash or distribute such greater amount as may be necessary to avoid income and excise taxation. If we do not have sufficient cash on hand or other liquid assets to enable us to satisfy the 90% distribution requirement, or if we desire to retain cash, we may borrow funds, issue additional equity securities, pay taxable stock dividends, if possible, distribute other property or securities or engage in a transaction intended to enable us to meet the REIT distribution requirements or any combination of the foregoing.

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Cash Flows    

The following table sets forth our sources and uses of cash flows for the six months ended June 30, 2022 and 2021 (dollars in thousands):

	For the Six Months Ended June 30,				(Decrease) Increase to Cash
	2022		2021		$		%
Cash, cash equivalents and restricted cash at beginning of period	$	196,597	$	451,640	$	(255,043)	(56.5)%
Net cash provided by operating activities	552,632		528,856		23,776		4.5
Net cash used in investing activities	(559,260)		(121,105)		(438,155)		nm
Net cash used in financing activities	(12,946)		(586,073)		573,127		97.8
Effect of foreign currency translation	(992)		1,450		(2,442)		nm
Cash, cash equivalents and restricted cash at end of period	$	176,031	$	274,768	$	(98,737)	(35.9)

______________________________

nm - not meaningful

Cash Flows from Operating Activities

Cash flows from operating activities increased $23.8 million during the six months ended June 30, 2022 compared to the same period in 2021 primarily due to increased net operating income at our senior housing communities as a result of improved occupancy, higher revenue per occupied room, HHS grants received and acquisitions including the acquisition of over 100 independent living communities from New Senior, partially offset by increased transaction expenses and deal costs primarily due to expenses relating to the stockholder relations matters in 2022.

Cash Flows from Investing Activities    

Cash flows from investing activities decreased $438.2 million during the six months ended June 30, 2022 compared to the same period in 2021 primarily due to increased acquisitions and decreased proceeds from real estate dispositions, partially offset by lower development project expenditures in 2022.

Cash Flows from Financing Activities

Cash flows from financing activities increased $573.1 million during the six months ended June 30, 2022 compared to the same period in 2021 primarily due to incremental proceeds from our new $500.0 million unsecured term loan and decreased borrowings under our revolving credit facilities in 2022.

Capital Expenditures

The terms of our triple-net leases generally obligate our tenants to pay all capital expenditures necessary to maintain and improve our triple-net leased properties. However, from time to time, we may fund the capital expenditures for our triple-net leased properties through loans or advances to the tenants, which may increase the amount of rent payable with respect to the properties in certain cases. We may also fund capital expenditures for which we may become responsible upon expiration of our triple-net leases or in the event that our tenants are unable or unwilling to meet their obligations under those leases. We also expect to fund capital expenditures related to our SHOP and office operations reportable business segments with the cash flows from the properties or through additional borrowings. We expect that these liquidity needs generally will be satisfied by a combination of the following: cash flows from operations, cash on hand, debt assumptions and financings (including secured financings), issuances of debt and equity securities, dispositions of assets (in whole or in part through joint venture arrangements with third parties) and borrowings under our revolving credit facilities.

To the extent that unanticipated capital expenditure needs arise or significant borrowings are required, our liquidity may be affected adversely. Our ability to borrow additional funds may be restricted in certain circumstances by the terms of the instruments governing our outstanding indebtedness.

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We are party to certain agreements that obligate us to develop senior housing or healthcare properties funded through capital that we and, in certain circumstances, our joint venture partners provide. As of June 30, 2022, we had 15 properties under development pursuant to these agreements, including seven properties that are owned by an unconsolidated real estate entity. In addition, from time to time, we engage in redevelopment projects with respect to our existing senior housing communities to maximize the value, increase NOI, maintain a market-competitive position, achieve property stabilization or change the primary use of the property.

Off-Balance Sheet Arrangements

We own interests in certain unconsolidated entities as described in “Note 7 – Investments In Unconsolidated Entities.” Except in limited circumstances, our risk of loss is limited to our investment in the joint venture and any outstanding loans receivable. In addition, we have certain properties which serve as collateral for debt that is owed by a previous owner of certain of our facilities, as described under “Note 10 – Senior Notes Payable And Other Debt” to the Consolidated Financial Statements. Our risk of loss for these certain properties is limited to the outstanding debt balance plus penalties, if any. Further, we use financial derivative instruments to hedge interest rate and foreign currency exchange rate exposure. Finally, at June 30, 2022, we had $25.0 million outstanding letters of credit obligations. We have no other material off-balance sheet arrangements that we expect would materially affect our liquidity and capital resources except those described above.

Guarantor and Issuer Financial 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. None of our other subsidiaries is obligated with respect to Ventas Realty’s outstanding senior notes.

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 Finance Limited (“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.

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.

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The following summarizes our guarantor and issuer balance sheet and statement of income information as of June 30, 2022 and December 31, 2021 and for the six months ended June 30, 2022 and the year ended December 31, 2021 (in thousands).

Balance Sheet Information

	As of June 30, 2022
	Guarantor		Issuer
Assets
Investment in and advances to affiliates	$	17,795,253	$	3,045,738
Total assets	17,888,438		3,154,422
Liabilities and equity
Intercompany loans	11,497,438		(3,842,175)
Total liabilities	11,721,239		4,170,108
Redeemable OP unitholder and noncontrolling interests	100,215		—
Total equity (deficit)	6,066,984		(1,015,686)
Total liabilities and equity	17,888,438		3,154,422

	As of December 31, 2021
	Guarantor		Issuer
Assets
Investment in and advances to affiliates	$	17,448,874	$	3,045,738
Total assets	17,561,305		3,156,840
Liabilities and equity
Intercompany loans	10,742,915		(3,563,060)
Total liabilities	10,972,521		4,097,362
Redeemable OP unitholder and noncontrolling interests	98,356		—
Total equity (deficit)	6,490,428		(940,522)
Total liabilities and equity	17,561,305		3,156,840

Statement of Income Information

	For the Six Months Ended June 30, 2022
	Guarantor		Issuer
Equity earnings in affiliates	$	58,675	$	—
Total revenues	62,243		74,213
Loss before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests	(2,591)		(81,160)
Net loss	(3,684)		(81,160)
Net loss attributable to common stockholders	(3,684)		(81,160)

	For the Year Ended December 31, 2021
	Guarantor		Issuer
Equity earnings in affiliates	$	133,143	$	—
Total revenues	137,348		158,255
Income (loss) before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests	49,694		(215,773)
Net income (loss)	49,008		(215,777)
Net income (loss) attributable to common stockholders	49,008		(215,777)

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ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The following discussion of our exposure to various market risks contains forward-looking statements that involve risks and uncertainties. These projected results have been prepared utilizing certain assumptions considered reasonable in light of information currently available to us. Nevertheless, because of the inherent unpredictability of interest rates and other factors, actual results could differ materially from those projected in such forward-looking information.

We are exposed to market risk related to changes in interest rates with respect to borrowings under our unsecured revolving credit facility, commercial paper program and our unsecured term loans, certain of our mortgage loans that are floating rate obligations, mortgage loans receivable that bear interest at floating rates and available for sale securities. These market risks result primarily from changes in benchmark interest rates. To manage these risks, we continuously monitor our level of variable rate debt with respect to total debt and other factors, including our assessment of current and future economic conditions.

As of June 30, 2022 and December 31, 2021, the fair value of our secured and non-mortgage loans receivable, based on our estimates of current prevailing rates for comparable loans, was $482.1 million and $498.0 million, respectively.

The fair value of our fixed rate debt is based on current market interest rates at which we could obtain similar borrowings. Increases in market interest rates typically result in a decrease in the fair value of fixed rate debt while decreases in market interest rates typically result in an increase in the fair value of fixed rate date. While changes in market interest rates affect the fair value of our fixed rate debt, these changes do not affect the interest expense associated with our fixed rate debt. Therefore, interest rate risk does not have a significant impact on our fixed rate debt obligations until their maturity or earlier prepayment and refinancing. If interest rates have risen at the time we seek to refinance our fixed rate debt, whether at maturity or otherwise, our future earnings and cash flows could be adversely affected by additional borrowing costs. Conversely, lower interest rates at the time of refinancing may reduce our overall borrowing costs.

To highlight the sensitivity of our fixed rate debt to changes in interest rates, the following summary shows the effects of a hypothetical instantaneous change of 100 basis points in interest rates (dollars in thousands):

	As of June 30, 2022		As of December 31, 2021
Gross book value	$	10,993,221	$	10,990,982
Fair value	10,437,308		11,766,336
Fair value reflecting change in interest rates:
-100 basis points	10,941,891		12,437,306
+100 basis points	9,975,805		11,164,150

Our fixed rate debt was relatively flat from December 31, 2021 to June 30, 2022.

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The table below sets forth certain information with respect to our debt, excluding premiums and discounts (dollars in thousands):

	As of June 30, 2022			As of December 31, 2021			As of June 30, 2021
Balance:
Fixed rate:
Senior notes	$	8,701,295		$	8,729,102		$	8,498,317
Unsecured term loans	200,000			200,000			200,000
Mortgage loans and other	2,091,926			2,061,880			1,561,534
Subtotal fixed rate	10,993,221			10,990,982			10,259,851
Variable rate:
Senior notes	—			—			242,053
Unsecured revolving credit facility	45,594			56,448			46,324
Unsecured term loans	688,440			395,757			403,421
Commercial paper notes	335,300			280,000			170,000
Secured revolving construction credit facility	—			—			43,908
Mortgage loans and other	330,940			369,951			684,997
Subtotal variable rate	1,400,274			1,102,156			1,590,703
Total	$	12,393,495		$	12,093,138		$	11,850,554
Percentage of total debt:
Fixed rate:
Senior notes	70.2		%	72.1		%	71.7		%
Unsecured term loans	1.6			1.7			1.7
Mortgage loans and other	16.9			17.0			13.2
Variable rate:
Senior notes	—			—			2.0
Unsecured revolving credit facility	0.4			0.5			0.4
Unsecured term loans	5.6			3.3			3.4
Commercial paper notes	2.7			2.3			1.4
Secured revolving construction credit facility	—			—			0.4
Mortgage loans and other	2.6			3.1			5.8
Total	100.0		%	100.0		%	100.0		%
Weighted average interest rate at end of period:
Fixed rate:
Senior notes	3.7		%	3.7		%	3.8		%
Unsecured term loans	3.6			3.6			3.6
Mortgage loans and other	3.6			3.6			3.5
Variable rate:
Senior notes	—			—			1.0
Unsecured revolving credit facility	2.3			1.1			1.0
Unsecured term loans	2.8			1.4			1.3
Commercial paper notes	1.9			0.3			0.2
Secured revolving construction credit facility	—			—			1.8
Mortgage loans and other	2.7			1.7			1.9
Total	3.5			3.4			3.4

The variable rate debt in the table above reflects, in part, the effect of $145.5 million notional amount of interest rate swaps maturing on March 2027, in each case that effectively convert fixed rate debt to variable rate debt. In addition, the fixed rate debt in the table above reflects, in part, the effect of $301.7 million and C$270.9 million notional amount of interest rate swaps with maturities ranging from January 2023 to April 2031 in each case that effectively convert variable rate debt to fixed rate debt.

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The increase in our outstanding variable rate debt at June 30, 2022 compared to December 31, 2021 is primarily attributable to borrowings under our unsecured term loan and commercial paper program, partially offset by payoffs of mortgage loans.

Assuming a 100 basis point increase in the weighted average interest rate related to our variable rate debt and assuming no change in our variable rate debt outstanding as of June 30, 2022, interest expense on an annualized basis would increase by approximately $13.8 million, or $0.03 per diluted common share.

As of June 30, 2022 and December 31, 2021, our joint venture partners’ aggregate share of total debt was $271.4 million and $278.0 million, respectively, with respect to certain properties we owned through consolidated joint ventures. Total debt does not include our portion of debt related to investments in unconsolidated real estate entities, which was $424.6 million and $338.1 million as of June 30, 2022 and December 31, 2021, respectively.

As a result of our Canadian and United Kingdom operations, we are subject to fluctuations in certain foreign currency exchange rates that may, from time to time, affect our financial condition and operating performance. Based solely on our results for the six months ended June 30, 2022 (including the impact of existing hedging arrangements), if the value of the U.S. dollar relative to the British pound and Canadian dollar were to increase or decrease by one standard deviation compared to the average exchange rate during the year, our Normalized FFO per share for the three and six months ended June 30, 2022 would decrease or increase, as applicable, by less than $0.01 per share or 1%. We will continue to mitigate these risks through a layered approach to hedging looking out for the next year and continual assessment of our foreign operational capital structure. Nevertheless, we cannot assure you that any such fluctuations will not have an effect on our earnings.

ITEM 4.    CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As required by Rules 13a-15(b) and 15d-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2022. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective as of June 30, 2022, at the reasonable assurance level.

Internal Control Over Financial Reporting    

There have been no changes in our internal controls over financial reporting during the second quarter of 2022 (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

The information contained in “Note 12 – Commitments And Contingencies” of the Notes to Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q is incorporated by reference into this Item 1. Except as set forth therein, there have been no new material legal proceedings and no material developments in the legal proceedings reported in our 2021 Annual Report.

ITEM 1A.    RISK FACTORS

In the second quarter of 2022, there were no significant new risk factors from those disclosed under Part I, Item 1A. “Risk Factors” of our 2021 Annual Report and Part II, Item 1A. “Risk Factors” of our first quarter Form 10-Q. However, the risks and uncertainties that we face are not limited to those set forth in the 2021 Annual Report and first quarter Form 10-Q. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business, results of operations and financial condition.

ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

We do not have a publicly announced repurchase plan or program in effect. The table below summarizes other repurchases of our common stock made during the quarter ended June 30, 2022.

	Number of Shares Repurchased (1)	Average Price Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number (or Approximate Dollar Value) of Shares that May Yet be Purchased Under the Plans or Programs
April 1 through April 30	93	$	55.55	—	—
May 1 through May 31	101	56.74		—	—
June 1 through June 30	171	56.71		—	—
Total	365	$	56.42	—	—

______________________________

(1)Repurchases represent shares withheld to pay taxes on the vesting of restricted stock granted to employees under our 2006 Incentive Plan or 2012 Incentive Plan or restricted stock units granted to employees under the Nationwide Health Properties, Inc. (“NHP”) 2005 Performance Incentive Plan and assumed by us in connection with our acquisition of NHP. The value of the shares withheld is the closing price of our common stock on the date the vesting or exercise occurred (or, if not a trading day, the immediately preceding trading day) or the fair market value of our common stock at the time of exercise, as the case may be.

ITEM 5.    OTHER INFORMATION

Not applicable.

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ITEM 6.    EXHIBITS

Exhibit Number	Description of Document
10.1	Ventas, Inc. 2022 Incentive Plan
10.2	Credit and Guaranty Agreement, dated as of June 27, 2022, among Ventas Realty, Limited Partnership, a Delaware limited partnership, as borrower, Ventas, Inc., a Delaware corporation, as guarantor, the lending institutions party thereto from time to time, and Bank of America, N.A., as Administrative Agent, incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on June 30, 2022.
22	List of Guarantors and Issuers of Guaranteed Securities.
31.1	Certification of Debra A. Cafaro, Chairman and Chief Executive Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
31.2	Certification of Robert F. Probst, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
32.1	Certification of Debra A. Cafaro, Chairman and Chief Executive Officer, pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. § 1350.
32.2	Certification of Robert F. Probst, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. § 1350.
101	The following materials from the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2022, formatted in XBRL (Inline Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Equity, (v) the Consolidated Statements of Cash Flows and (vi) Notes to the Consolidated Financial Statements.
104	Cover Page Interactive Data File (formatted as inline XBRL).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: August 5, 2022

VENTAS, INC.
By:	/s/ DEBRA A. CAFARO
	Debra A. Cafaro  Chairman and Chief Executive Officer
By:	/s/ ROBERT F. PROBST
	Robert F. Probst Executive Vice President and Chief Financial Officer

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EX-10.1

VENTAS, INC.
2022 INCENTIVE PLAN

I. Purpose

The purpose of the Ventas, Inc. 2022 Incentive Plan (“Plan”) is to promote the growth and profitability of Ventas, Inc., a Delaware corporation (“Company”), and its subsidiaries and to increase stockholder value by providing officers, key employees, key consultants and non-employee directors with incentives to achieve long-term objectives of the Company. The Plan is also intended to help attract and retain officers, key employees, key consultants and non-employee directors, to advance the interests of the Company by giving officers, key employees, key consultants and non-employee directors a stake in the Company’s future growth and success, and to strengthen the alignment of interests of officers, key employees, key consultants and non-employee directors with those of the Company’s stockholders.

II. Definitions and Construction

2.1. Definitions. Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings set forth in Appendix I (and such terms shall apply equally to both the singular and plural forms of the terms defined).

2.2. Gender and Number. Except where otherwise indicated by the context, reference to the masculine gender shall include the feminine gender, the plural shall include the singular and the singular shall include the plural.

2.3. Severability. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

III. Plan Administration

3.1. The Committee. The Plan shall be administered by and all Awards under the Plan shall be authorized by the Committee. The “Committee” means the Board or one or more committees appointed by the Board to administer all or certain aspects of the Plan.

3.2. Delegation. Notwithstanding the foregoing, the Board or the Committee may delegate some or all of its responsibility for granting Awards and otherwise administering the Plan with respect to Non-employee Directors or designated classes of Employees or Consultants to one or more different committees consisting of one or more members of the Board, subject to such limitations as the Board or the Committee deems appropriate. To the extent consistent with applicable law, the Board or the Committee may authorize one or more officers of the Company to grant Awards to designated classes of Employees or Consultants, subject to any limits that may be specifically prescribed by the Board or the Committee in a separate policy or otherwise.

3.3. Authority of the Committee. Subject to the provisions of the Plan, the Committee shall have full authority to do all things and make all determinations necessary or advisable in connection with the administration of the Plan, including without limitation the authority to:

(a) select participants to whom Awards are granted;

(b) determine the types, amounts and frequency of Awards granted under the Plan;

(c) determine the terms and conditions of Awards, including without limitation the treatment of the Award upon a Participant’s termination of employment or cessation of service (including under any circumstances that may be specified by the Committee) and any limitations, restrictions or conditions upon the Awards, which need not be identical;

(d) accelerate or extend the vesting or exercisability of any Award, for any reason;

(e) construe and interpret the Plan and any agreement or instrument entered into under the Plan; and

(f) establish, amend and rescind rules and regulations relating to administration of the Plan.

The Committee may delegate its authority as identified hereunder; provided, however, that such delegation is permitted by law. The Committee (or the Board, in the absence of any such Committee) shall have the discretion to determine for purposes of the Plan whether any Participant (i) is or remains (or is not or does not remain) an employee or other service provider of the Company or a Subsidiary, and (ii) shall have incurred (or shall not have incurred) a termination of employment or cessation of service, provided, however, that a termination of employment or cessation of service shall not be deemed to have occurred merely because of a change in capacity in which the Participant renders service to the Company or a Subsidiary as an Employee, Consultant or Non-employee Director or merely because of a transfer of the Participant’s service between the Company and/or a Subsidiary (except as may be required for compliance with Section 409A of the Code or may otherwise be required by law). The Committee, in its sole discretion, may determine whether a Company transaction, such as a sale or spin-off of a division or Subsidiary that employs or otherwise engages a Participant shall be deemed to result in a termination or cessation of service for purposes of an Award.

3.4. Decisions Binding. All actions taken and all determinations and decisions made by the Committee (or the Board or any delegate thereof of administrative duties under the Plan) pursuant to the provisions of the Plan shall be final, conclusive and binding upon all persons, including the Company, its stockholders, Employees, Consultants, Non-employee Directors, participants and their estates and beneficiaries.

IV. Shares Subject to the Plan and Maximum Awards

4.1. Shares Available. Subject to adjustment as provided in Section 4.3(a), the number of Shares available for issuance under the Plan shall be equal to the sum of the following:

(a) 10,000,000; plus

(b) the number of Shares available for issuance, and not issued or subject to outstanding awards, under the Company’s 2012 Incentive Plan as of the Effective Date; plus

(c) the number of Shares subject to awards granted under the Company’s 2012 Incentive Plan and outstanding on the Effective Date which expire, or for any reason are forfeited, cancelled or terminated, after the Effective Date either without such Shares being issued or with such Shares being forfeited.

Subject to adjustment in accordance with Section 4.3(a), no more than 10,000,000 Shares may be issued in the aggregate pursuant to the exercise of ISOs.

Any Shares issued under the Plan may be, in whole or in part, of original issuance or held in treasury. If and to the extent an Award shall expire or terminate for any reason without having been exercised in full, or shall be forfeited, or shall be settled in cash, the Shares associated with such Awards shall again become available for Awards under the Plan. Shares that are exchanged by a Participant or withheld by the Company as full or partial payment in connection with any Award or to satisfy tax withholding obligations related to any Award shall not be available for subsequent Awards under the Plan. Substitute Awards may be granted under the Plan, and such Substitute Awards shall not reduce the aggregate number of Shares available for Awards under the Plan, provided that Substitute Awards issued in connection with the assumption of, or in substitution for, outstanding options intended to qualify as ISOs shall be counted against the foregoing aggregate ISO limit.

4.2. Non-employee Director Limits.

In any calendar year, no Non-employee Director may be granted Awards under the Plan that, when combined with cash compensation received for such Non-employee Director’s service as a Non-employee Director during such calendar year, exceed an aggregate of $1,000,000 (with value of each equity award based on its grant date fair value, determined in accordance with U.S. generally accepted accounting principles). Any cash compensation paid or Award granted to an individual for such individual’s service as an Employee or Consultant will not count for purposes of such limitation.

4.3. Adjustments in Authorized Shares and Outstanding Awards.

(a) General. In the event of a merger, reorganization, consolidation, amalgamation, recapitalization, reclassification, split-up, spin-off, separation, liquidation, stock dividend, stock split, reverse stock split, property dividend, share repurchase, share combination, share exchange, issuance of warrants, rights or debentures, or other change in the corporate structure of the Company affecting the Shares, the Committee shall substitute or adjust the total number and class of Shares or other stock or securities which may be issued under the Plan, and the number, class and/or price of Shares subject to outstanding Awards, the grant, acquisition, exercise or base price with respect to any Award or, if deemed appropriate, as it determines to be appropriate and equitable to prevent dilution or enlargement of the rights of participants and to preserve, without exceeding, the value of any outstanding Awards; provided, that the number of Shares subject to any Award shall always be a whole number. In the case of ISOs, such adjustments shall be made in such a manner intended to not constitute a “modification” within the meaning of Section 424(h)(3) of the Code and only to the extent otherwise permitted by Sections 422 and 424 of the Code, unless the Committee specifically determines that an adjustment in such other manner is in the best interests of the Company.

(b) Change in Control. In the event of a Change in Control, the Committee may, in its sole discretion, and on such terms and conditions as it deems appropriate, take any one or more of the following actions with respect to any outstanding Awards, which need not be uniform with respect to all participants and/or Awards:

(i) continuation or assumption of such Award by the Company (if it is the surviving corporation) or by the successor or surviving entity or its parent;

(ii) substitution or replacement of such Award by the successor or surviving entity or its parent with cash, securities, rights or other property to be paid or issued, as the case may be, by the successor or surviving entity (or a parent or subsidiary thereof), with substantially the same terms and value as such Award (including any applicable performance targets or criteria with respect thereto);

(iii) acceleration of the vesting of such Award and the lapse of any restrictions thereon and, in the case of an Option or SAR, acceleration of the right to exercise such Award during a specified period (and the termination of such Option or SAR without payment of any consideration therefor to the extent such Award is not timely exercised), in each case, either (A) immediately prior to or as of the date of the Change in Control, (B) upon a Participant’s involuntary of employment or other service with the Company (or a successor corporation or its parent) without Cause, by a Participant for “good reason” and/or due to a Participant’s death or Disability, on or within a specified period following the Change in Control or (C) upon the failure of the successor or surviving entity (or its parent) to continue or assume such Award;

(iv) cancellation of such Award in consideration of a payment, with the form, amount and timing of such payment determined by the Committee in its sole discretion, subject to the following: (A) such payment shall be made in cash, securities, rights and/or other property; (B) the amount of such payment shall equal the value of such Award, as determined by the Committee in its sole discretion; provided that, in the case of an Option or SAR, if such value equals the Intrinsic Value of such Award, such value shall be deemed to be valid; provided further that, if the Intrinsic Value of an Option or SAR is equal to or less than zero, the Committee may, in its sole discretion, provide for the cancellation of such Award without payment of any consideration therefor (for the avoidance of doubt, in the event of a Change in Control, the Committee may, in its sole discretion, terminate any Option or SAR Awards for which the exercise or base price is equal to or exceeds the per Share value of the consideration to be paid in the Change in Control transaction without payment of consideration therefor); and (C) such payment shall be made promptly following such Change in Control or on a specified date or dates following such Change in Control; provided that the timing of such payment shall comply with Section 409A of the Code; and/or

(v) with respect to Awards that are based on Company performance (e.g., performance-based Restricted Stock Units), provision for the cessation, immediately prior to the Change in Control, of any incomplete performance periods applicable to such Awards, with the Committee determining the level of attainment of the applicable performance condition(s).

In the event of a Change in Control, and either (x) an outstanding Award is not assumed, continued, substituted or replaced in connection with the Change in Control (except due to treatment under items (iii) through (v) above) or (ii) an outstanding Award is continued, assumed, substituted or replaced (under items (i) or (ii) above) in connection therewith but the Participant’s service with the Company is terminated by the Company (or its successor or affiliate) without Cause (or other reason specified by the Committee in an Award Agreement or as the Committee may otherwise determine in any individual case) within twelve (12) months (or a longer period specified by the Committee or as the Committee may otherwise determine in any individual case) after the Change in Control (or, if specified by the Company in an Award Agreement or as the Committee may otherwise determine in any individual case, a period prior to a Change in Control), then: (A) any unvested or unexerciseable portion of any Award carrying a right to exercise shall become fully vested and exercisable, and (B) the restrictions (including exercise restrictions), payment conditions and forfeiture conditions applicable to an Award granted will lapse and such Award will be deemed fully vested, and any performance conditions on the Award will be deemed achieved based on actual performance levels as determined by the Committee. For purposes of the preceding sentence, an Award shall be considered to be assumed or substituted for if, following the Change in Control, the Award remains subject to the same terms and conditions that were applicable to the Award immediately prior to the Change in Control except that, if the Award related to Shares, the award instead confers the right to receive, or otherwise relates to, common stock or other common equity of the acquiring or surviving entity (with adjustment to such number of shares subject to the Award as determined by the Committee).

(c) Certain Tax Rules. Any adjustments or other treatment pursuant to this Section 4.3 to Awards that are considered 409A Awards are intended to be made only if permitted by Section 409A of the Code and only in a manner in compliance with the requirements of Section 409A of the Code, and any adjustments made pursuant to this Section 4.3 to Awards that are not considered 409A Awards are intended to be made only if and in such a manner that after such adjustment the Awards either continue not to be 409A Awards or comply with the requirements of Section 409A of the Code. Any action may be taken under Section 4.3 regardless of whether the action would constitute a “disqualifying disposition” within the meaning of Section 422 of the Code (or otherwise cause the Participant to lose the potential tax benefits associated with ISOs), and the Company shall not have any liability with respect thereto.

4.4. Minimum Vesting. Notwithstanding anything to the contrary herein, and subject to Section 4.3 above, Awards (other than cash awards) shall vest (or, with respect to performance awards, have a minimum performance period) over a period of not less than one year following the date of grant (the “Minimum Vesting Requirement”); provided, however, that the Committee may, in its sole discretion, (a) provide for the acceleration of vesting of Awards upon (i) a Participant’s death or Disability, (ii) a Participant’s termination under circumstances specified by the Plan Committee, which may include, without limitation, retirement or (iii) a Change in Control and (b) grant Awards that are not subject to the Minimum Vesting Requirements with respect to 5% or less of the Shares available for issuance under the Plan (as set forth in Section 4.1, as may be adjusted pursuant to Section 4.3).

V. Eligibility and Participation

All Employees and Consultants are eligible to receive Awards under the Plan. In selecting Employees and Consultants to receive Awards under the Plan, as well as in determining the number of Shares subject to, and the other terms and conditions applicable to, each Award, the Committee shall take into consideration such factors as it deems relevant in promoting the purposes of the Plan, including the duties of the Employees and Consultants and their present and potential contribution to the success of the Company.

All Non-employee Directors are eligible to receive Awards under the Plan. Subject to the limitations of the Plan, the Committee may grant Awards to Non-employee Directors on terms as the Committee shall from time to time determine.

VI. Stock Options

6.1. Grant of Options. Subject to the terms and provisions of the Plan, the Committee may grant Options to participants at any time and from time to time, in the form of Options which are intended to qualify as incentive stock options within the meaning of Section 422 of the Code (“ISOs”), Options which are not intended to so qualify (“NQSOs”) or a combination thereof. ISOs may only be granted within ten years from the date on which the Plan was adopted by the Board, and may only be granted to employees of the Company or any subsidiary corporation (within the meaning of Section 424(f)) and may not exceed the maximum limit applicable to ISOs set forth in Section 4.1. The Option Exercise Price shall not be less than the Fair Market Value of a Share on the date of grant (110% of Fair Market Value in the case of an ISO granted to a Ten Percent Shareholder).

6.2. Option Agreement. Each Option shall be evidenced by an Option Agreement that shall specify the Option Exercise Price, the duration of the Option, the number of Shares to which the Option relates and such other provisions as the Committee may determine or which are required by the Plan. The Option Agreement shall also specify whether the Option is intended to be an ISO or a NQSO and shall include such provisions applicable to the particular type of Option granted.

6.3. Duration of Options. Each Option shall expire at such time as is determined by the Committee at the time of grant; provided, however, that no Option shall be exercised later than the tenth anniversary of the date of its grant (fifth anniversary in the case of an ISO granted to a Ten Percent Shareholder).

6.4. Exercise of Options. Options shall be exercisable at such times and be subject to such restrictions and conditions as the Committee shall approve at the time of grant, which need not be the same for each grant or for each Participant. The Committee may accelerate the exercisability of any Option. Options shall be exercised, in whole or in part, by delivery to the Company of a written notice of exercise, setting forth the number of Shares with respect to which the Option is to be exercised and accompanied by full payment of the Option Exercise Price and all applicable withholding taxes. To the extent an Option is not previously exercised as to all of the Shares subject thereto, and, if the Fair Market Value of one Share is greater than the exercise price then in effect, then the Option shall be automatically exercised immediately before its expiration.

6.5. Payment of Option Exercise Price. The Option Exercise Price for Shares as to which an Option is exercised shall be paid to the Company in full at the time of exercise by one or a combination of the following methods:

(a) cash in the form of currency or other cash equivalent acceptable to the Company;

(b) the tender of Shares (by either actual delivery or by attestation) having a Fair Market Value (determined as of the close of the business day immediately preceding the day on which the Option is exercised) equal to the Option Exercise Price;

(c) a reduction in the number of Shares otherwise deliverable pursuant to the Award; or

(d) any other reasonable consideration that the Committee may deem appropriate.

The Committee may permit the cashless exercise of Options as described in Regulation T promulgated by the Federal Reserve Board, subject to applicable securities law restrictions, or by any other means which the Committee determines to be consistent with the Plan’s purpose and applicable law.

6.6. Legend. For any Shares issued upon exercise of or in connection with an Award, the Company may legend such Shares as it deems appropriate.

6.7. Committee Determination of Option Terms. The Committee determines the period of time during which the Option is exercisable (provided, that no Option shall be exercised later than the tenth anniversary of the date of its grant (fifth anniversary in the case of an ISO granted to a Ten Percent Shareholder)).

VII. Restricted Stock

7.1. Grant of Restricted Stock. Subject to the terms and provisions of the Plan, the Committee may grant Restricted Stock to participants at any time and from time to time and upon such terms and conditions as it may determine and which are not inconsistent with the Plan.

7.2. Restricted Stock Award Agreement. Each grant of Restricted Stock shall be evidenced by a Restricted Stock Award Agreement that shall specify the Restriction Period, the number of shares of Restricted Stock granted, and such other provisions as the Committee may determine.

7.3. Other Restrictions. The Committee may impose such other restrictions on any shares of Restricted Stock as it may deem advisable, including without limitation restrictions based upon the achievement of performance goals, years of service and/or restrictions under applicable Federal or state securities laws. The Committee may provide that any share of Restricted Stock shall be held (together with a stock power executed in blank by the Participant) in custody by the Company until any or all restrictions thereon shall have lapsed.

7.4. Reacquisition of Restricted Stock. The Committee shall determine and set forth in a Participant’s Restricted Stock Award Agreement such events upon which a Participant’s shares of Restricted Stock shall be reacquired by the Company, which may include without limitation a Participant’s termination of employment or cessation of service during the Restriction Period or the nonachievement of performance goals. Any such forfeited shares of Restricted Stock held by a Participant which are to be reacquired by the Company shall be immediately returned to the Company by the Participant, and the Participant shall only receive the amount, if any, paid by the Participant for such Restricted Stock.

7.5. Certificate Legend. Each certificate representing shares of Restricted Stock shall bear the following legend:

“The sale or other transfer of the shares represented by this Certificate, whether voluntary, involuntary or by operation of law, is subject to certain restrictions on transfer as set forth in the Ventas, Inc. 2022 Incentive Plan, and in the related Restricted Stock Agreement. A copy of the Plan and such Restricted Stock Agreement may be obtained from the Secretary of Ventas, Inc.”

7.6. Lapse of Restrictions Generally. Except as otherwise provided in this Article 7, shares of Restricted Stock shall be delivered to the Participant and no longer subject to reacquisition after the last day of the Restriction Period; provided, however, that, if the restriction relates to the achievement of a performance goal, the Restriction Period shall not end until the Committee has certified in writing that the performance goal has been met. Once the shares of Restricted Stock are released from their restrictions, the Participant shall be entitled to have the legend required by Section 7.5 removed from the Participant’s share certificate, which certificate shall thereafter represent Shares free from any and all restrictions under the Plan.

7.7. Voting Rights; Dividends and Other Distributions. During the Restriction Period, participants holding shares of Restricted Stock may exercise full voting rights and, if the Committee so determines as provided in the Restricted Stock Award Agreement, shall be entitled to receive all dividends and other distributions paid, with respect to such Restricted Stock. However, unless provided otherwise in a Restricted Stock Award Agreement, any and all such dividends and distributions (whether paid in cash or Shares) shall be held back by the Company for the Participant’s account until such time as the related portion of the Restricted Stock vests (at which time such dividends or distributions, as applicable, shall be released and paid) and if such related portion of the Restricted Stock is forfeited, such dividends or distributions, as applicable, will be forfeited.

VIII. Restricted Stock Units.

8.1. Grant of Restricted Stock Units. Subject to the terms and provisions of the Plan, the Committee may grant Restricted Stock Units to participants at any time and from time to time and upon such terms and conditions as it may determine and which are not inconsistent with the Plan.

8.2. RSU Award Agreement. Each grant of Restricted Stock Units shall be evidenced by an RSU Award Agreement that shall specify the Restriction Period, the number of Restricted Stock Units granted, and such other provisions as the Committee may determine. The Committee may determine the form or forms (including cash, Shares, other Awards, other property or a combination thereof) in which payment of the amount owing upon settlement of any Restricted Stocks Units may be made.

8.3. Other Restrictions. The Committee may impose such other restrictions on Restricted Stock Units as it may deem advisable, including without limitation restrictions based upon the achievement of performance goals, years of service and/or restrictions under applicable Federal or state securities laws.

8.4. No Rights as Stockholder. The award of Restricted Stock Units to a Participant shall not create any rights in such Participant as a stockholder of the Company, such as the right to vote or the right to receive dividends, unless and until and to the extent Shares are issued to such Participant to settle such Restricted Stock Units. However, a Restricted Stock Unit may be awarded with dividend equivalents as provided in Section 8.8.

8.5. Forfeiture of Restricted Stock Units. The Committee shall determine and set forth in a Participant’s RSU Award Agreement such events upon which Restricted Stock Units shall be forfeited, which may include without limitation a Participant’s termination of employment or cessation of service during the Restriction Period or the nonachievement of performance goals.

8.6. Lapse of Restrictions Generally. Except as otherwise provided in this Article 8, Restricted Stock Units shall be fully vested after the last day of the Restriction Period and shall be paid as set forth in the RSU Award Agreement; provided, however, that if the restriction relates to the achievement of a performance goal, the Restriction Period shall not end until the Committee has certified in writing that the performance goal has been met.

8.7. Dividend Equivalents. The Committee, in its sole discretion, may provide that an award of Restricted Stock Units shall convey the right to receive dividend equivalents on the Shares subject to such award with respect to any dividends declared on Shares during the period that the Restricted Stock Units thereunder remain outstanding. If the Committee so permits, and unless otherwise provided by the Committee in an RSU Award Agreement, such dividend equivalents shall be credited for the account of the Participant on the books and records of the Company, accumulate and be paid to the Participant (in cash or Shares, as determined by the Committee) upon settlement of the Restricted Stock Units to which the dividend equivalents relate and, to the extent such Restricted Stock Units are forfeited (or the underlying Shares are otherwise not earned), the Participant shall have no right to payment in respect of such dividend equivalents. If the Committee permits dividend equivalent rights with respect to an award of Restricted Stock Units, the terms and conditions thereof will be set forth in the applicable RSU Award Agreement.

IX. Performance Awards

9.1. Grant of Performance Awards. The Committee may, from time to time and upon such terms and conditions as it may determine, grant Performance Awards. Performance Awards may be denominated as a cash amount, number of Shares or Share-denominated units (i.e., “performance share units” or “PSUs”) or a combination thereof and are Awards that may be earned upon achievement or satisfaction of performance conditions during a Performance Period, as specified by the Committee, and subject to any continuing service requirements as specified by the Committee. In addition, the Committee may specify that any other Award shall constitute a Performance Award by conditioning the grant to a Participant or the right of a Participant to exercise the Award or have it settled, and the timing thereof, upon achievement or satisfaction of such performance conditions as may be specified by the Committee. The Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions. Subject to the terms of the Plan, the performance goals to be achieved during any Performance Period, the length of any Performance Period, the amount of any Performance Award granted and the amount of any payment or transfer to be made pursuant to any Performance Award shall be determined by the Committee.

9.2. Performance Award Agreement. Each Performance Award shall be evidenced by a Performance Award Agreement that shall specify the performance goals to be achieved during any Performance Period, the length of any Performance Period, the amount of any Performance Award granted and the amount of any payment or transfer to be made pursuant to any Performance Award, each as determined by the Committee in its sole discretion. The Performance Award Agreement shall contain any such additional provisions as it shall determine that are not inconsistent with the terms of the Plan.

9.3. Performance Criteria. Performance criteria may be measured on an absolute (e.g., plan or budget) or relative basis, and may be established on a corporate-wide basis, with respect to one or more business units, divisions, Subsidiaries or business segments, or on an individual basis. If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company, or the manner in which the Company conducts its business, or other events or circumstances render the performance objectives unsuitable, the Committee may modify the performance objectives or the related minimum acceptable level of achievement, in whole or in part, as the Committee deems appropriate and equitable such that it does not provide any undue enrichment or harm. Performance measures may vary from Performance Award to Performance Award and from Participant to Participant, and may be established on a stand-alone basis, in tandem or in the alternative. The Committee shall have the power to impose such other restrictions on Awards subject to this Section 9 as it may deem necessary or appropriate to ensure that such Awards satisfy all requirements of any applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations.

9.4. Settlement of Performance Awards. Settlement of Performance Awards shall be in cash, Shares, other Awards, other property, net settlement, or any combination thereof, as determined in the discretion of the Committee. The Committee may, in its discretion, increase or reduce the amount of a settlement otherwise to be made in connection with a Performance Award.

9.5. No Rights as Stockholder. A Performance Award granted to a Participant shall not create any rights in such Participant as a stockholder of the Company, such as the right to vote or the right to receive dividends, unless and until and to the extent Shares are issued to such Participant to settle such Performance Award. However, a Performance Award may be awarded with dividend equivalents as provided in Section 9.6.

9.6. Dividend Equivalents. The Committee, in its sole discretion, may provide that a Performance Award shall convey the right to receive dividend equivalents on the Shares subject to such award with respect to any dividends declared on Shares during the period that the Performance Award remains outstanding. If the Committee so permits, such dividend equivalents shall be credited for the account of the Participant on the books and records of the Company and accumulate, and shall be paid to the Participant (in cash or Shares, as determined by the Committee) only upon settlement of the Performance Award based on the Participant’s earning of the Shares with respect to which such dividend equivalents are paid and, to the extent such Performance Award is forfeited (or the underlying Shares are otherwise not earned), the Participant shall have no right to payment in respect of such dividend equivalents. If the Committee permits dividend equivalent rights with respect to a Performance Award, the terms and conditions thereof will be set forth in the applicable Performance Award Agreement.

X. Stock Appreciation Rights

10.1. Grant of Stock Appreciation Rights. An SAR is a right to receive, without payment to the Company, a number of Shares, cash or any combination thereof, the amount of which is determined pursuant to the formula set forth in Section 10.5. An SAR may be granted (a) with respect to any Option granted under the Plan, either concurrently with the grant of such Option or at such later time as determined by the Committee (as to all or any portion of the Shares subject to the Option) or (b) alone, without reference to any Option. Each SAR shall be evidenced by a SAR Agreement that shall specify the duration of the SAR, the number of Shares to which the SAR relates and such other provisions as the Committee may determine or which are required by the Plan.

10.2. Number of SARs. Each SAR granted to any Participant shall relate to such number of Shares as the Committee shall determine, subject to adjustment as provided in Section 4.3. If a SAR is granted in conjunction with an Option, the number of Shares to which the SAR pertains shall be reduced by the same number of Shares for which the holder of the Option exercises the related Option.

10.3. Duration. Subject to early termination as herein provided, the term of each SAR shall be as determined by the Committee, but shall not exceed ten years from the date of grant. Unless otherwise determined by the Committee and provided in the SAR Agreement, each SAR shall become exercisable at such time or times, to such extent and upon such conditions as the Option, if any, to which it relates is exercisable. The Committee may, in its discretion, accelerate the exercisability of any SAR.

10.4. Exercise. A holder may exercise an SAR, in whole or in part, by giving written notice to the Company, specifying the number of SARs which such Participant wishes to exercise. Upon receipt of such written notice, the Company shall deliver, within 30 days thereafter, to the exercising holder, the Shares or cash or both as determined by the Committee, to which the Participant is entitled pursuant to Section 10.5. To the extent an SAR is not previously exercised as to all of the Shares subject thereto, and, if the Fair Market Value of one Share is greater than the exercise price then in effect, then the SAR shall be deemed automatically exercised immediately before its expiration.

10.5. Payment.

Number of Shares. Subject to the right of the Committee to deliver cash in lieu of Shares (which, as it pertains to officers and directors of the Company, shall comply with all requirements of the Exchange Act and regulations adopted thereunder), the number of Shares which shall be issuable upon the exercise of an SAR shall be determined by dividing (i) the number of Shares to which the SAR is exercised multiplied by the amount of the appreciation in such Shares (for this purpose, the “appreciation” shall be the amount by which the Fair Market Value of the Shares subject to the SAR on the date of exercise exceeds (x) in the case of an SAR related to an Option, the Option Exercise Price of the Shares under the Option or (y) in the case of an SAR granted alone without reference to a related Option, an amount that the Committee determined at the time of grant to be the Fair Market Value of a Share, subject to adjustment as provided in Section 4.3) by (ii) the Fair Market Value of a Share on the exercise date.

Cash. In lieu of issuing Shares upon the exercise of an SAR, the Committee may elect, in its sole discretion, to pay the holder of the SAR cash equal to the Fair Market Value on the exercise date of any or all of the Shares which would otherwise be issuable. No fractional Shares shall be issued upon exercise of an SAR; instead, the holder of the SAR shall be entitled to receive a cash adjustment equal to the same fraction of the Fair Market Value of a Share on the exercise date or to purchase the portion necessary to make a whole Share at its Fair Market Value on the date of exercise.

10.6. SAR Agreement. Each SAR shall be evidenced by an SAR Agreement that shall further specify the terms and conditions of such Award. Any terms and conditions of the Award shall be consistent with the terms of the Plan.

XI. Stock and Cash Awards

A stock award consists of the transfer by the Company to a Participant of Shares, without other payment therefor, as additional compensation for services to the Company. A cash award consists of a monetary payment made by the Company to a Participant as additional compensation for services to the Company. The Committee shall determine, in its sole discretion, the amount of any stock or cash award. Stock and cash awards may be subject to the terms and conditions, which may vary from time to time and among participants, as the Committee deems appropriate. Payment of a stock or cash award can depend on meeting performance goals. Each award of stock or cash may provide for lesser payment in the event of partial fulfillment of performance goals.

XII. Amendment, Modification and Termination

12.1. Effective Date. The Plan shall become effective as of October 1, 2022 (“Effective Date”) provided it is approved by the Company’s stockholders at a meeting of the Company’s stockholders. The Plan shall be rescinded and all Options, Shares of Restricted Stock, Restricted Stock Units, SARs, Performance Awards and other Awards granted shall be null and void unless within 12 months from the date of the adoption of the Plan by the Board it shall have been approved by the Company’s stockholders.

12.2. Termination Date. The Plan shall terminate on the earliest to occur of (a) the tenth anniversary of the Effective Date, (b) the date when all Shares available under the Plan shall have been acquired pursuant to the exercise or settlement of Awards and payment of all benefits in connection with Awards has been made, or (c) such other date as the Board may determine in accordance with Section 12.3. No Award may be granted after the termination of the Plan.

12.3. Amendment, Modification and Termination. The Board may, at any time, amend, modify or terminate the Plan. The Compensation Committee of the Board also may, at any time, amend or modify the Plan. However, no such amendment or modification may make a material revision to the Plan without the approval of the stockholders of the Company if such stockholder approval is required by the Code and the rules promulgated thereunder, any national securities exchange or system on which the Shares are then listed or reported or a regulatory body having jurisdiction with respect hereto. Without limitation on the preceding sentence, no amendment may increase the number of Share available under the Plan without the approval of the stockholders of the Company.

12.4. Awards Previously Granted. No amendment, modification or termination of the Plan shall materially and adversely affect any outstanding Award without the written consent of the Participant holding such Award; provided, that no such consent shall be required with respect to any amendment, modification or termination if the Committee determines in its reasonable discretion that such amendment, modification or termination is required or advisable in order (i) for the Company, the Plan or the Award to satisfy or conform to any law or regulation or to meet the requirements of any accounting standard, (ii) to maintain the qualified status of the any Award as an incentive stock option under Section 422 of the Code; or (iii) to clarify the manner of exemption from, or to bring the Award into compliance with, Section 409A of the Code.

12.5. No Repricing. Except for the adjustments set forth in Section 4.3 or otherwise in connection with a corporate transaction involving the Company (including without limitation any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, or exchange of shares), no outstanding Options or SARs shall be amended to reduce their exercise price or base price, and no outstanding Options or SARs with an exercise price or base price greater than current Fair Market Value shall be cancelled in exchange for cash, other Awards or Options or SARs with an exercise price or base price that is less than the exercise price or base price of the original Options or SARs without the approval of the stockholders of the Company.

XIII. Non-Transferability

13.1. Except as may be permitted by the Committee or as specifically provided in an Award Agreement or the Plan, no Award and no Participant’s rights under any Award or the Plan may be assigned, pledged or otherwise transferred other than by will or the laws of descent and distribution. Except as expressly provided in the Plan, during a Participant’s lifetime, an Award may be exercised only by such Participant. In the event of the death of a Participant, the Award may be exercised by the person or persons to whom rights pass by will or by the laws of descent and distribution or, if appropriate, the legal representative of the deceased Participant’s estate. In the event of the Disability of a Participant, the Award may be exercised by the Participant or, if such Participant is incapable of exercising the Award, by such Participant’s legal representative. The Committee may, in its discretion by appropriate provision in the Participant’s Award Agreement, authorize all or a portion of any Award granted to a Participant to be on terms which permit transfer by such Participant to (i) the Participant’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships, or any person sharing the Participant’s household (other than a tenant or employee) (“Family Members”), (ii) a trust or trusts in which the Participant and/or their Family Members have more than 50% of the beneficial interest, or (iii) a partnership, limited liability company or other entity in which the Participant and/or their Family Members own more than 50% of the voting interests in exchange for an interest in the entity; provided that (a) there may be no consideration for any such transfer (other than interests in such partnership, limited liability company or other entity), (b) the Award Agreement must expressly provide for transferability in a manner consistent with this Section 13.1and (c) subsequent transfers of transferable Awards shall be prohibited except by will or the laws of descent and distribution. Following transfer, any such Awards shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer; provided that for purposes of this Article 13 (excluding as set forth in the following sentence), the term “Participant” shall be deemed to refer to the transferee. The events of termination of employment or cessation of service shall continue to be applied with respect to the original Participant. Any transferred Award that is exercisable shall be exercisable by the transferee only to the extent, and for the periods, specified in the Option Agreement or SAR Agreement.

XIV. No Employment or Reelection Rights

Neither the Plan, nor any action taken under the Plan, shall be construed as giving any Employee, Consultant or Non-employee Director the right to become a Participant, nor shall an Award under the Plan be construed as giving a Participant any right with respect to continuance of employment by or service with the Company or any right to be re-nominated by the Board or reelected by the stockholders of the Company as a director. The Company expressly reserves the right to terminate, whether by dismissal, discharge, removal or otherwise, a Participant’s employment or service at any time, with or without Cause, except as may otherwise be provided by any written agreement between the Company and the Participant or applicable law.

XV. Withholding

15.1. Tax Withholding. All Awards shall be subject to all applicable tax withholding. The Company shall have the power and right to deduct or withhold, or require a Participant to remit to the Company, any amount sufficient to satisfy Federal, state and local taxes (including the Participant’s FICA and Medicare obligation) required by law to be withheld with respect to any grant, exercise or payment made under or as a result of the Plan.

15.2. Share Withholding. If the Company has a withholding obligation upon the grant or issuance of Shares under the Plan, a Participant, subject to the discretion of the Committee, may elect to satisfy the withholding requirement, in whole or in part, by having the Company withhold Shares having a Fair Market Value on the date the withholding tax is to be determined equal to the amount required to be withheld (as determined by the Company with the Participant’s consent), so long as the withheld amount does not exceed the maximum statutory tax rates (including payroll or similar taxes as required by the applicable tax law) for the Participant in the applicable jurisdiction (e.g., federal, state and local).

XVI. Deferrals of Awards and Compensation/Fees

The Committee may, in its sole discretion, establish programs and procedures under which (i) payment of Shares or cash upon the exercise, vesting or settlement of all or a portion of any Award will be deferred or, at the election of a Participant, may be deferred to a future date, year or event and/or (ii) a Participant may elect to defer all or a portion of his or her cash compensation or fees for ultimate payment in Awards or Shares issued under the Incentive Plan at future date, year or event, in each case, subject to compliance with Section 409A of the Code and other applicable law. The terms and conditions of any such programs and procedures, including the selection of participants eligible to so defer, shall be determined by the Committee in its sole discretion, which determinations need not be uniform with respect to all participants and/or Awards. Without limiting the foregoing, the Committee may provide that any deferrals of cash compensation or fees under item (ii) above be converted into Share units that are credited to a Share unit account on behalf of the individual and ultimately paid in Shares, at such time or times as elected by the Participant in accordance with the terms and conditions established by the Committee (and subject to compliance with Section 409A of the Code). To the extent that the Committee provides for the ability of any Participant(s) to defer Awards or compensation/ fees in accordance with the foregoing, the arrangement shall be maintained primarily for a select group of management or highly compensated employees (and, therefore, exempt from ERISA’s participation, vesting, funding and other substantive requirements). The Company does not guarantee application of the nonduplication rule of Treas. Reg. 31.3121(v)(2)-1(a)(2) and shall not have any liability to any Participant in the event such rule does not apply with respect to any amount deferred pursuant to this Article 16.

XVII. Section 16 and 409A Compliance

It is the intention of the Company that the Plan and the administration of the Plan comply in all respects with Section 16(b) of the Exchange Act and Section 409A of the Code and the rules and regulations promulgated thereunder to the extent deemed appropriate by the Committee. If any Plan provision, or any aspect of the administration of the Plan, is found not to be in compliance with Section 16(b) of the Exchange Act or Section 409A of the Code, the provision or administration shall be deemed null and void to the extent deemed appropriate by the Committee, and the Plan shall be construed in favor of its meeting the requirements of Rule 16b-3 promulgated under the Exchange Act and Section 409A of the Code to the extent deemed appropriate by the Committee. Notwithstanding anything in the Plan to the contrary, the Board or the Committee, in its discretion, may bifurcate the Plan so as to restrict, limit or condition the use of any provision of the Plan to participants who are subject to Section 16 of the Exchange Act without so restricting, limiting or conditioning the Plan with respect to other participants.

Notwithstanding anything contained in the Plan to the contrary, the Company intends that Awards payable under the Plan shall satisfy the requirements for exemption from, or compliance with, Section 409A of the Code and that all terms and provisions shall be interpreted, operated and administered to satisfy such requirements. To the extent Section 409A of the Code is applicable to any Award, it is intended that such 409A Award complies with the deferral, payout and other limitations and restrictions imposed under Section 409A of the Code.

Regardless of what may be contained in any Award Agreement, to the extent that any 409A Award is treated as payable upon a “separation from service” pursuant to Section 409A of the Code (as determined, and in accordance with the methodology selected by the Company, consistent with Section 409A of the Code) (“Separation from Service”), then, if payment is triggered by reason of the Separation from Service, and on the date of the Participant’s Separation from Service the Participant is a Specified Employee, to the extent required for the Participant not to incur additional taxes pursuant to Section 409A of the Code, no payment with respect to the 409A Award shall be made to the Participant prior to the earlier of (i) six (6) months after the Participant’s Separation from Service; or (ii) the date of the Participant’s death. Should the limitation set forth in the preceding sentence result in payment later than otherwise provided in the Plan or 409A Award, on the first day any such payment may be made without incurring additional tax pursuant to Section 409A of the Code, such payment shall be made to the Participant in a lump sum. Notwithstanding anything contained in the Plan or Award to the contrary, the date on which a Participant’s Separation from Service occurs shall be treated as the Participant’s termination of employment or cessation of service date or comparable concept for purposes of determining the timing of payments under the Plan and Award to the extent necessary to have such payments under the Plan and Award be exempt from or comply with the requirements of Section 409A of the Code; provided, however, this sentence shall have no impact on whether or not an Award becomes vested. No 409A Award shall be subject to acceleration or to any change in the specified time or method of payment, except as permitted by Section 409A of the Code or as otherwise provided under the Plan or Award and consistent with Section 409A of the Code.

These last three paragraphs of this Article 17 are not intended to impose any restrictions on Awards, other than those required for the Participant not to incur additional tax under Code Section 409A, and shall be interpreted and operated accordingly. Notwithstanding any other provision in the Plan, the Committee makes no representations that Awards granted under the Plan, or any deferral arrangement under Article 16, shall be exempt from, or comply with, Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to Awards granted under the Plan. No provision of the Plan shall be interpreted or construed to transfer any liability for failure to comply with Section 409A from the Participant or any other individual to the Company.

XVIII. Forfeiture and Clawback of Awards

18.1. Effect of Termination of Service. Unless otherwise provided for by the Committee in any applicable Award Agreement, or as it may determine in any individual case, upon a Participant’s termination of employment or other service with the Company or a Subsidiary, any unvested portion of an Award will be forfeited without any consideration to be paid to the Participant. Subject to compliance with Section 409A of the Code with respect to a 409A Award, the Committee may determine, in its sole discretion, whether, and the extent to which, (i) an Award will vest during a leave of absence, (ii) a reduction in service level (for example, from full-time to part-time employment) will cause a reduction, or other change, to an Award and (iii) a leave of absence or reduction in service will be deemed a termination of employment or other service with the Company or a Subsidiary.

18.2. General. The Committee may specify in an Award Agreement that a Participant’s rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include, without limitation, a Participant’s termination of employment or other service with or without Cause (and, in the case of any Cause that is resulting from an indictment or other non-final determination, the Committee may provide for such Award to be held in escrow or abeyance until a final resolution of the matters related to such event occurs, at which time the Award shall either be reduced, cancelled or forfeited (as provided in such Award Agreement) or remain in effect, depending on the outcome), violation of material policies, breach of non-competition, non-solicitation, confidentiality or other restrictive covenants, or requirements to comply with minimum share ownership requirements, that may apply to the Participant, or other conduct by the Participant that is detrimental to the business or reputation of the Company and/or its Affiliates. The Committee shall have the power to determine whether the Participant has been terminated for Cause and the date upon which such termination for Cause occurs. Any such determination shall be final, conclusive and binding upon the Participant.

18.3. Clawback/Recovery. The Committee shall have full authority to implement any policies and procedures necessary to comply with Section 10D of the Exchange Act and any rules promulgated thereunder and any other regulatory regimes. Notwithstanding anything to the contrary contained herein, any Awards granted under the Plan (including any amounts or benefits arising from such Awards) shall be subject to any clawback or recoupment arrangements or policies the Company has in place from time to time, and the Committee may, to the extent permitted by applicable law and stock exchange rules or by any applicable Company policy or arrangement, and shall, to the extent required, cancel or require reimbursement of any Awards granted to the Participant or any Shares issued or cash received upon vesting, exercise or settlement of any such Awards or sale of Shares underlying such Awards. By accepting an Award under the Plan, each Participant acknowledges and agrees that any such clawback or recoupment arrangements and policies shall apply to such Award, and all compensation payable pursuant to such Award shall be subject to forfeiture and repayment pursuant to the terms of thereof, whether adopted before or after the Award has been granted. Although not required to give effect to the provisions of this Section 18.3 or the application any policy contemplated by this Section 18.3, the Committee may, as it deems appropriate, amend the Plan to reflect the terms of any such policy.

XIX. Successors

All obligations of the Company with respect to Awards granted under the Plan shall be binding on any successor to the Company, whether the existence of such successor is a result of a direct or indirect purchase, merger, consolidation or otherwise, of all or substantially all of the business and/or assets of the Company.

XX. participants in Other Countries or Jurisdictions

Without amending the Plan, the Committee may grant Awards to Employees, Consultants or Non-employee Directors who are foreign nationals on such terms and conditions different from those specified in the Plan, as may, in the judgment of the Committee, be necessary or desirable to foster and promote achievement of the purposes of the Plan, and the Committee shall have the authority to adopt such modifications, procedures, subplans and the like as may be necessary or desirable to comply with provisions of the laws or regulations of other countries or jurisdictions in which the Company or any Subsidiary may operate or have employees to ensure the viability of the benefits from Awards granted to participants employed in such countries or jurisdictions, meet the requirements that permit the Plan to operate in a qualified or tax efficient manner, comply with applicable foreign laws or regulations and meet the objectives of the Plan.

XXI. No Obligation to Notify or Minimize Taxes

The Company shall have no duty or obligation to warn or otherwise advise any Participant of an impending termination or expiration of any Award or a possible period in which the Award may not be exercised. The Company shall have no duty or obligation to minimize the tax consequences of any Award.

XXII. No Trust or Fund

The Plan is intended to constitute an “unfunded” plan. Nothing contained herein shall require the Company to segregate any monies or other property, or Shares, or to create any trusts, or to make any special deposits for any immediate or deferred amounts payable to any Participant, and no Participant shall have any rights that are greater than those of a general unsecured creditor of the Company.

XXIII. Data Protection

In connection with the Plan, the Company may need to process Personal Data provided by the Participant to the Company or its Affiliates, third-party service providers or others acting on the Company’s behalf. Examples of such Personal Data may include, without limitation, the Participant’s name, account information, social security number, tax number and contact information. The Company may process such Personal Data in its legitimate business interests for all purposes relating to the operation and performance of the Plan, including but not limited to

23.1. administering and maintaining Participant records;

23.2. providing the services described in the Plan;

23.3. providing information to future purchasers or merger partners of the Company or any Affiliate, or the business in which such Participant works; and

23.4. responding to public authorities, court orders and legal investigations, as applicable.

The Company may share the Participant’s Personal Data with (i) Affiliates, (ii) trustees of any employee benefit trust, (iii) registrars, (iv) brokers, (v) third-party administrators of the Plan, (vi) third party service providers acting on the Company’s behalf to provide the services described above or otherwise assist the Company in fulfilling its legal and financial reporting obligations; or (vii) regulators and others, as required by law.

If necessary, the Company may transfer the Participant’s Personal Data to any of the parties mentioned above in a country or territory that may not provide the same protection for the information as the Participant’s home country. Any transfer of the Participant’s Personal Data to recipients in a third country will be made subject to appropriate safeguards or applicable derogations provided for under applicable law. Further information on those safeguards or derogations can be obtained through, and other questions regarding this Section 23 may be directed to, the contact set forth in the Employee Privacy Notice (the “Employee Privacy Notice”) that previously has been provided by the Company or its applicable Affiliate to the Participant. The terms set forth in this Section 23 are supplementary to the terms set forth in the Employee Privacy Notice (which, among other things, further describes the rights of the Participant with respect to the Participant’s Personal Data); provided that, in the event of any conflict between the terms of this Section 23 and the terms of the Employee Privacy Notice, the terms of this Section 23 shall govern and control in relation to the Plan and any Personal Data of the Participant to the extent collected in connection therewith.

The Company will keep Personal Data collected in connection with the Plan for as long as necessary to operate the Plan or as necessary to comply with any legal or regulatory requirements.

XXIV. Governing Law

The Plan and all agreements and instruments entered into under the Plan shall be governed by, and construed in accordance with, the laws of the State of Delaware without regard to its conflict of laws rules. participants irrevocably consent to the personal jurisdiction and exclusive venue of the state and Federal courts in Illinois. Furthermore, the Plan and all Option Agreements relating to ISOs shall be interpreted to the extent deemed appropriate by the Committee so as to qualify as incentive stock options under the Code.

APPENDIX I
Definitions

“409A Award” shall mean an Award that constitutes a “deferral of compensation” subject to the requirements of Section 409A of the Code.

“Affiliate” means any entity that, directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Company.

“Award” shall mean, individually or collectively, a grant under the Plan of Options, Restricted Stock, Restricted Stock Units, SARs, a Performance Award, stock awards and cash awards.

“Award Agreement” shall mean an Option Agreement, Restricted Stock Award Agreement, RSU Award Agreement, SAR Agreement, Performance Award Agreement or other agreement evidencing an Award as described in this Plan.

“Board” shall mean the Board of Directors of the Company.

“Cause” shall have the same meaning as provided in a Participant’s employment or change in control severance agreement, or if no such agreement exists, unless otherwise defined in an agreement evidencing an Award, shall mean the Participant’s (i) intentional wrongdoing, gross negligence or willful misconduct in the performance of the Participant’s duties or otherwise, in respect of the Company or any Affiliate, (ii) willful, deliberate or negligent conduct that is materially injurious to the Company or any Affiliate, whether such injury is economic or reputational; (iii) commission of, conviction of, plea of guilty to, or plea of nolo contendere to, a felony or any other criminal offense involving moral turpitude, fraud or dishonesty, (iv) commission of an act of fraud, embezzlement or misappropriation, in each case, against the Company or any Affiliate, (v) material breach of any policies of the Company or any Affiliate, (vi) unauthorized use or disclosure of any proprietary information or trade secrets of the Company or any Affiliate or any other party to whom the Participant owes an obligation of nondisclosure as a result of the Participant’s service relationship with the Company or any Affiliate, (vii) breach of any of the Participant’s obligations under any written agreement or covenant with the Company or any Affiliate (including, without limitation, any covenant of confidentiality, noncompetition or nonsolicitation); (viii) the Participant’s exhibition of a standard of behavior during the course of or related to the Participant’s employment or other engagement with the Company or any Affiliate that is disruptive to the orderly conduct of the Company’s or any Affiliate’s business operations, including, without limitation, substance abuse, sexual harassment or sexual misconduct or other unlawful harassment or retaliation.

“Change in Control” shall have the same meaning as provided in a Participant’s employment or change in control severance agreement (including, for the avoidance of doubt, the definition of “change of control” in any such agreement), or if no such agreement exists, unless otherwise defined in an agreement evidencing an Award, shall mean any of the following events:

(1) An acquisition (other than directly from the Company) of any voting securities of the Company (“Voting Securities”) by any Person immediately after which such Person has beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) (“Beneficial Ownership and/or Beneficially Owned”) of 35% or more of the combined voting power of the Company’s then outstanding Voting Securities; provided, however, that in determining whether a Change in Control has occurred, Voting Securities which are acquired in a Non-Control Acquisition (as hereinafter defined) shall not constitute an acquisition which would cause a Change in Control. A Non-Control Acquisition shall mean an acquisition by (i) the Company or any Subsidiary, (ii) an employee benefit plan (or a trust forming a part thereof) maintained by the Company or any Subsidiary, or (iii) any Person in connection with a Non-Control Transaction (as hereinafter defined);

(2) The individuals who, as of the Effective Date, are members of the Board (“Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that if the election, or nomination for election by the Company’s stockholders, of any new director was approved by a vote of at least a majority of the Incumbent Board, such new director shall, for purposes of the Plan, be considered as a member of the Incumbent Board; and provided, further, however, that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of either an actual or threatened election contest (as described in former Rule 14a-11 promulgated under the Exchange Act) (“Election Contest”) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board (“Proxy Contest”) including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest; or

(3) Approval by stockholders of the Company and the consummation of:

(A) A merger, consolidation or reorganization involving the Company, unless such is a Non-Control Transaction. For purposes of the Plan, the term “Non-Control Transaction” shall mean a merger, consolidation or reorganization of the Company in which:

(i) the stockholders of the Company, immediately before such merger, consolidation or reorganization, own, directly or indirectly immediately following such merger, consolidation or reorganization, at least 45% of the combined voting power of the voting securities of the corporation or entity resulting from such merger or consolidation or reorganization (“Surviving Corporation”) over which any Person has Beneficial Ownership in substantially the same proportion as their ownership of the Voting Securities immediately before such merger, consolidation or reorganization;

(ii) the individuals who were members of the Incumbent Board immediately prior to the execution of the agreement providing for such merger, consolidation or reorganization constitute at least a majority of the members of the board of directors or equivalent body of the Surviving Corporation; and

(iii) no Person (other than the Company, any Subsidiary, any employee benefit plan (or any trust forming a part thereof) maintained by the Company, the Surviving Corporation, or any Person who, immediately prior to such merger, consolidation or reorganization had Beneficial Ownership of 35% or more of the then outstanding Voting Securities) has Beneficial Ownership of 35% or more of the combined voting power of the Surviving Corporation’s then outstanding voting securities;

(B) A complete liquidation or dissolution of the Company; or

(C) The sale or other disposition of all or substantially all of the assets of the Company to any Person (other than a transfer to a Subsidiary).

Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any Person (“Subject Person”) acquired Beneficial Ownership of more than the permitted amount of the outstanding Voting Securities as a result of the acquisition of Voting Securities by the Company which, by reducing the number of Voting Securities outstanding, increases the proportional number of shares Beneficially Owned by the Subject Person; provided, however, that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of Voting Securities by the Company, and after such share acquisition by the Company, the Subject Person becomes the Beneficial Owner of any additional Voting Securities which increases the percentage of the then outstanding Voting Securities Beneficially Owned by the Subject Person, then a Change in Control shall occur.

With respect to any 409A Award but only to the extent necessary for such 409A Award to comply with Section 409A of the Code, a Change in Control must constitute a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, within the meaning of Section 409A(a)(2)(A)(v) of the Code for any acceleration of the timing of payment of the 409A Award because of the Change in Control. The preceding sentence shall not affect the vesting of any Award.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, or any successor thereto.

“Committee” shall mean the committee described in Section 3.1 or, as applicable, any other committee or any officer to whom the Board or the Committee has delegated authority in accordance with Section 3.2.

“Consultant” means any Person who provides consulting or other services to the Company or any Subsidiary and who is (i) neither an Employee nor a Non-employee Director and (ii) may be offered securities registrable pursuant to a registration statement on Form S-8 under the Securities Act of 1933, as amended from to time to time.

“Disability” shall mean the total disability as determined by the Committee in accordance with standards and procedures similar to those under the Company’s long-term disability plan, or, if none, a physical or mental infirmity which the Committee determines impairs the Participant’s ability to perform substantially his or her duties for a period of 180 consecutive days.

“Employee” shall mean an individual who is an employee of the Company or a Subsidiary.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

“Fair Market Value” of the Shares shall mean, as of any applicable date, the closing sale price of the Shares on the New York Stock Exchange or any national or regional stock exchange on which the Shares are traded, or if no such reported sale of the Shares shall have occurred on such date, on the next preceding date on which there was such a reported sale. If there shall be any material alteration in the present system of reporting sale prices of the Shares, or if the Shares shall no longer be listed on the New York Stock Exchange or a national or regional stock exchange, the fair market value of the Shares as of a particular date shall be determined by such method as shall be determined by the Committee.

“Intrinsic Value” with respect to an Option or SAR means (i) the excess, if any, of the price or implied price per Share in a Change in Control or other event over (ii) the exercise or base price of such Award multiplied by (ii) the number of Shares covered by such Award.

“ISOs” shall have the meaning given such term in Section 6.1.

“Non-employee Director” shall mean an individual who is a member of the Board but is not an Employee.

“NQSOs” shall have the meaning given such term in Section 6.1.

“Option” shall mean an option to purchase Shares granted pursuant to Article 6.

“Option Agreement” shall mean an agreement evidencing the grant of an Option as described in Section 6.2.

“Option Exercise Price” shall mean the purchase price per Share subject to an Option, which shall not be less than the Fair Market Value of the Share on the date of grant (110% of Fair Market Value in the case of an ISO granted to a Ten Percent Shareholder).

“Participant” shall mean any Employee, Consultant or Non-employee Director selected by the Committee to receive an Award under the Plan.

“Performance Period” shall mean the period established by the Committee with respect to any Performance Award during which the performance goals specified by the Committee with respect to such Award are to be measured.

“Performance Award” shall mean an Award granted pursuant to Section 9.

“Performance Award Agreement” shall mean an agreement evidencing a Performance Award, as described in Section 9.2.

“Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and as used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d).

“Personal Data” means (i) any data or information that relates to or is reasonably capable of being directly or indirectly associated with an identified or identifiable individual or household and (ii) any other data or information that is otherwise considered “personal data,” “personal information,” “personally identifiable information,” or any term of comparable intent, under applicable laws or regulations relating to the collection, use, transfer, deletion, protection or other processing of such data or information.

“Plan” shall mean this Ventas, Inc. 2022 Incentive Plan, as the same may be amended from time to time.

“Restricted Stock” shall mean Shares granted pursuant to Article 7 as to which the restrictions have not expired.

“Restricted Stock Award Agreement” shall mean an agreement evidencing a Restricted Stock Award, as described in Section 7.2.

“Restricted Stock Unit” shall mean a contractual right granted pursuant to Article 8 that is denominated in Shares. Each Restricted Stock Unit represents a right to receive the value of one Share (or a percentage of such value) in cash, Shares or a combination thereof, subject to the terms and conditions of the Plan and the applicable RSU Award Agreement.

“Restriction Period” shall mean the period determined by the Committee during which the transfer of Shares is limited in some way or Shares or Restricted Stock Units are otherwise restricted or subject to forfeiture as provided in Article 7 or Article 8.

“RSU Award Agreement” shall mean an agreement evidencing an Award of Restricted Stock Units, as described in Section 8.2.

“SAR” means a stock appreciation right granted pursuant to Section 10.1.

“SAR Agreement” shall mean an agreement evidencing a SAR, as described in Section 10.1.

“Shares” shall mean the shares of the Company’s common stock, par value $0.25 per share.

“Subsidiary” shall mean any company, corporation, partnership, limited liability company or other Person in which the Company directly or indirectly owns a majority interest.

“Substitute Award” shall mean an Award granted in connection with a transaction in substitution, exchange, conversion, adjustment, assumption or replacement of awards previously granted by an entity or business acquired by the Company or a Subsidiary or with which the Company or a Subsidiary merges or otherwise combines.

“Ten Percent Shareholder” shall mean an Employee who, at the time an ISO is granted, owns (within the meaning of Section 422(b)(6) of the Code) stock possessing more than 10% of the total combined voting power of all classes of stock of the Company.

EX-22

Exhibit 22

List of Guarantors and Issuers of Guaranteed Securities

As of June 30, 2022, Ventas, Inc. is the guarantor of the outstanding guaranteed debt securities of its subsidiaries, as listed below.

Debt Instrument	Issuer
2.55% Senior Notes, Series D due 2023	Ventas Canada Finance Limited
3.50% Senior Notes due 2024	Ventas Realty, Limited Partnership
3.75% Senior Notes due 2024	Ventas Realty, Limited Partnership
4.125% Senior Notes, Series B due 2024	Ventas Canada Finance Limited
2.80% Senior Notes, Series E due 2024	Ventas Canada Finance Limited
3.50% Senior Notes due 2025	Ventas Realty, Limited Partnership
2.65% Senior Notes due 2025	Ventas Realty, Limited Partnership
4.125% Senior Notes due 2026	Ventas Realty, Limited Partnership
3.25% Senior Notes due 2026	Ventas Realty, Limited Partnership
2.45% Senior Notes, Series G due 2027	Ventas Canada Finance Limited
3.85% Senior Notes due 2027	Ventas Realty, Limited Partnership
4.00% Senior Notes due 2028	Ventas Realty, Limited Partnership
4.40% Senior Notes due 2029	Ventas Realty, Limited Partnership
3.00% Senior Notes due 2030	Ventas Realty, Limited Partnership
4.75% Senior Notes due 2030	Ventas Realty, Limited Partnership
2.50% Senior Notes due 2031	Ventas Realty, Limited Partnership
3.30% Senior Notes, Series H due 2031	Ventas Canada Finance Limited
5.70% Senior Notes due 2043	Ventas Realty, Limited Partnership
4.375% Senior Notes due 2045	Ventas Realty, Limited Partnership
4.875% Senior Notes due 2049	Ventas Realty, Limited Partnership

EX-31.1

Exhibit 31.1

I, Debra A. Cafaro, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Ventas, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report, any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 5, 2022

/s/ DEBRA A. CAFARO

Debra A. Cafaro

Chairman and Chief Executive Officer

EX-31.2

Exhibit 31.2

I, Robert F. Probst, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Ventas, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report, any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 5, 2022

/s/ ROBERT F. PROBST

Robert F. Probst

Executive Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Ventas, Inc. (the "Company") for the period ended June 30, 2022, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Debra A. Cafaro, Chairman and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)   The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 5, 2022

/s/ DEBRA A. CAFARO

Debra A. Cafaro

Chairman and Chief Executive Officer

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Ventas, Inc. (the "Company") for the period ended June 30, 2022, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Robert F. Probst, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)   The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 5, 2022

/s/ ROBERT F. PROBST

Robert F. Probst

Executive Vice President and Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Cover - shares	6 Months Ended
	Jun. 30, 2022	Aug. 03, 2022
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2022
Document Transition Report	false
Entity File Number	1-10989
Entity Registrant Name	Ventas, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	61-1055020
Entity Address, Address Line One	353 N. Clark Street
Entity Address, Address Line Two	Suite 3300
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60654
City Area Code	877
Local Phone Number	483-6827
Title of 12(b) Security	Common Stock $0.25 par value
Trading Symbol	VTR
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding (in shares)		399,712,763
Entity Central Index Key	0000740260
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Amendment Flag	false

XML

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Real estate investments:
Land and improvements	$ 2,444,519	$ 2,432,065
Buildings and improvements	26,186,712	25,778,490
Construction in progress	251,300	269,315
Acquired lease intangibles	1,361,671	1,369,747
Operating lease assets	315,896	317,858
Gross real estate investments	30,560,098	30,167,475
Accumulated depreciation and amortization	(8,834,315)	(8,350,637)
Net real estate property	21,725,783	21,816,838
Secured loans receivable and investments, net	529,630	530,126
Investments in unconsolidated real estate entities	533,705	523,465
Net real estate investments	22,789,118	22,870,429
Cash and cash equivalents	127,073	149,725
Escrow deposits and restricted cash	48,958	46,872
Goodwill	1,044,509	1,046,140
Assets held for sale	31,768	28,399
Deferred income tax assets, net	11,152	11,152
Other assets	575,577	565,069
Total assets	24,628,155	24,717,786
Liabilities:
Senior notes payable and other debt	12,328,140	12,027,544
Accrued interest	104,419	106,602
Operating lease liabilities	194,241	197,234
Accounts payable and other liabilities	1,062,935	1,090,254
Liabilities related to assets held for sale	5,871	10,850
Deferred income tax liabilities	46,613	59,259
Total liabilities	13,742,219	13,491,743
Redeemable OP unitholder and noncontrolling interests	282,542	280,283
Commitments and contingencies
Ventas stockholders’ equity:
Preferred stock, $1.00 par value; 10,000 shares authorized, unissued	0	0
Common stock, $0.25 par value; 600,000 shares authorized, 399,715 and 399,420 shares issued at June 30, 2022 and December 31, 2021, respectively	99,913	99,838
Capital in excess of par value	15,514,015	15,498,956
Accumulated other comprehensive loss	(56,355)	(64,520)
Retained earnings (deficit)	(5,044,569)	(4,679,889)
Treasury stock, 7 and 0 shares issued at June 30, 2022 and December 31, 2021, respectively	(408)	0
Total Ventas stockholders’ equity	10,512,596	10,854,385
Noncontrolling interests	90,798	91,375
Total equity	10,603,394	10,945,760
Total liabilities and equity	$ 24,628,155	$ 24,717,786

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Preferred stock, par value (in usd per share)	$ 1.00	$ 1.00
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Preferred stock, shares issued (in shares)	0	0
Common stock, par value (in usd per share)	$ 0.25	$ 0.25
Common stock, shares authorized (in shares)	600,000,000	600,000,000
Common stock, shares issued (in shares)	400,000	400,000
Treasury stock, shares (in shares)	7	0

XML

CONSOLIDATED STATEMENTS OF INCOME - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
		Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Rental income		$ 348,638	$ 359,611	$ 700,739	$ 716,951
Income from loans and investments		10,752	17,665	20,599	36,675
Interest and other income		1,166	585	1,702	926
Total revenues		1,022,938	919,194	2,040,492	1,829,485
Interest		113,951	110,051	224,745	220,818
Depreciation and amortization		283,075	250,700	572,139	564,848
Property-level operating expenses		574,359	494,195	1,117,080	980,795
Office building and other services costs		1,410	658	2,723	1,276
General, administrative and professional fees		32,915	30,588	75,913	70,897
Loss (gain) on extinguishment of debt, net		7	(74)	7	27,016
Transaction expenses and deal costs		13,078	721	33,070	5,338
Allowance on loans receivable and investments		(62)	(59)	(116)	(8,961)
Other		48,116	(13,490)	20,926	(22,918)
Total expenses		1,066,849	873,290	2,046,487	1,839,109
(Loss) income before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests		(43,911)	45,904	(5,995)	(9,624)
(Loss) income from unconsolidated entities		(1,047)	4,767	(5,316)	4,517
(Loss) gain on real estate dispositions		(34)	41,258	2,421	43,791
Income tax benefit (expense)		3,790	(3,641)	8,280	(5,794)
(Loss) income from continuing operations		(41,202)	88,288	(610)	32,890
Net (loss) income		(41,202)	88,288	(610)	32,890
Net income attributable to noncontrolling interests		1,214	1,897	3,074	3,708
Net (loss) income attributable to common stockholders		$ (42,416)	$ 86,391	$ (3,684)	$ 29,182
Basic:
(Loss) income from continuing operations, basic (in usd per share)		$ (0.10)	$ 0.24	$ 0	$ 0.09
Net (loss) income attributable to common stockholders, basic (in usd per share)		(0.11)	0.23	(0.01)	0.08
Diluted:
(Loss) income from continuing operations, diluted (in usd per share)	[1]	(0.10)	0.23	0	0.09
Net (loss) income attributable to common stockholders, diluted (in usd per share)	[1]	$ (0.11)	$ 0.23	$ (0.01)	$ 0.08
Triple-Net Leased Properties
Rental income		$ 149,397	$ 159,223	$ 300,958	$ 319,108
Property-level operating expenses		3,585	4,432		9,257
Office Operations
Rental income		199,241	200,388	399,781	397,843
Property-level operating expenses		63,328	64,950		128,896
Resident fees and services
Other revenues		658,056	535,952	1,309,177	1,064,602
Office building and other services revenue
Other revenues		4,326	5,381	$ 8,275	10,331
Senior housing
Property-level operating expenses		$ 507,446	$ 424,813		$ 842,642

[1] Potential common shares are not included in the computation of diluted earnings per share when a loss from continuing operations exists as the effect would be an antidilutive per share amount.

XML

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Statement of Comprehensive Income [Abstract]
Net (loss) income	$ (41,202)	$ 88,288	$ (610)	$ 32,890
Other comprehensive income (loss):
Foreign currency translation loss	(11,429)	(1,016)	(20,742)	(1,032)
Unrealized loss on available for sale securities	(1,531)	(2,663)	(2,119)	(7,280)
Unrealized gain (loss) on derivative instruments	14,107	(595)	33,143	8,811
Total other comprehensive income (loss)	1,147	(4,274)	10,282	499
Comprehensive (loss) income	(40,055)	84,014	9,672	33,389
Comprehensive (loss) income attributable to noncontrolling interests	(580)	3,416	5,191	8,142
Comprehensive (loss) income attributable to common stockholders	$ (39,475)	$ 80,598	$ 4,481	$ 25,247

XML

CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands	Total	Common Stock Par Value	Capital in Excess of Par Value	Accumulated Other Comprehensive Loss	Retained Earnings (Deficit)	Treasury Stock	Total Ventas Stockholders’ Equity	Noncontrolling Interests
Beginning Balance at Dec. 31, 2020	$ 10,278,191	$ 93,635	$ 14,171,262	$ (54,354)	$ (4,030,376)	$ 0	$ 10,180,167	$ 98,024
Increase (decrease) in stockholders' equity
Net (loss) income attributable to common stockholders	29,182	0	0	0	29,182	0	29,182
Net income attributable to noncontrolling interest	3,708							3,708
Net (loss) income	32,890
Other comprehensive (loss) income	499	0	0	(3,936)	0	0	(3,936)	4,435
Noncontrolling Interest Period Increase (Decrease), Including The Impact To Equity	1,277	0	6,239	0	0	0	6,239	(4,962)
Dividends to common stockholders	(338,858)	0	0	0	(338,858)	0	(338,858)	0
Stock Issued During Period, Value, Share-based Payment Arrangements, Restricted Stock Awards And Other, After Forfeiture	35,263	149	35,434	0	0	(320)	35,263	0
Adjustments To Additional Paid In Capital Related To Redeemable Operating Partner Unitholder Interests To Record At Fair Value	(25,339)	0	(25,339)	0	0	0	(25,339)	0
Redemption of OP Units	(19)	0	(19)	0	0	0	(19)	0
Ending Balance at Jun. 30, 2021	9,983,904	93,784	14,187,577	(58,290)	(4,340,052)	(320)	9,882,699	101,205
Beginning Balance at Mar. 31, 2021	10,071,620	93,750	14,186,692	(52,497)	(4,257,001)	(789)	9,970,155	101,465
Increase (decrease) in stockholders' equity
Net (loss) income attributable to common stockholders	86,391	0	0	0	86,391	0	86,391
Net income attributable to noncontrolling interest	1,897							1,897
Net (loss) income	88,288
Other comprehensive (loss) income	(4,274)	0	0	(5,793)	0	0	(5,793)	1,519
Noncontrolling Interest Period Increase (Decrease), Including The Impact To Equity	(872)	0	2,804	0	0	0	2,804	(3,676)
Dividends to common stockholders	(169,442)	0	0	0	(169,442)	0	(169,442)	0
Stock Issued During Period, Value, Share-based Payment Arrangements, Restricted Stock Awards And Other, After Forfeiture	11,008	34	10,505	0	0	469	11,008	0
Adjustments To Additional Paid In Capital Related To Redeemable Operating Partner Unitholder Interests To Record At Fair Value	(12,421)	0	(12,421)	0	0	0	(12,421)	0
Redemption of OP Units	(3)	0	(3)	0	0	0	(3)	0
Ending Balance at Jun. 30, 2021	9,983,904	93,784	14,187,577	(58,290)	(4,340,052)	(320)	9,882,699	101,205
Beginning Balance at Dec. 31, 2021	10,945,760	99,838	15,498,956	(64,520)	(4,679,889)	0	10,854,385	91,375
Increase (decrease) in stockholders' equity
Net (loss) income attributable to common stockholders	(3,684)	0	0	0	(3,684)	0	(3,684)
Net income attributable to noncontrolling interest	3,074
Net (loss) income	(610)
Other comprehensive (loss) income	10,282	0	0	8,165	0	0	8,165	2,117
Noncontrolling Interest Period Increase (Decrease), Including The Impact To Equity	(12,289)	0	(6,521)	0	0	0	(6,521)	(5,768)
Dividends to common stockholders	(360,996)	0	0	0	(360,996)	0	(360,996)	0
Stock Issued During Period, Value, Share-based Payment Arrangements, Restricted Stock Awards And Other, After Forfeiture	24,839	75	25,172	0	0	(408)	24,839	0
Adjustments To Additional Paid In Capital Related To Redeemable Operating Partner Unitholder Interests To Record At Fair Value	(3,592)	0	(3,592)	0	0	0	(3,592)	0
Ending Balance at Jun. 30, 2022	10,603,394	99,913	15,514,015	(56,355)	(5,044,569)	(408)	10,512,596	90,798
Beginning Balance at Mar. 31, 2022	10,792,690	99,888	15,478,467	(59,296)	(4,821,653)	0	10,697,406	95,284
Increase (decrease) in stockholders' equity
Net (loss) income attributable to common stockholders	(42,416)	0	0	0	(42,416)	0	(42,416)
Net income attributable to noncontrolling interest	1,214							1,214
Net (loss) income	(41,202)
Other comprehensive (loss) income	1,147	0	0	2,941	0	0	2,941	(1,794)
Noncontrolling Interest Period Increase (Decrease), Including The Impact To Equity	(11,285)	0	(7,379)	0	0	0	(7,379)	(3,906)
Dividends to common stockholders	(180,500)	0	0	0	(180,500)	0	(180,500)	0
Stock Issued During Period, Value, Share-based Payment Arrangements, Restricted Stock Awards And Other, After Forfeiture	9,499	25	9,882	0	0	(408)	9,499	0
Adjustments To Additional Paid In Capital Related To Redeemable Operating Partner Unitholder Interests To Record At Fair Value	33,045	0	33,045	0	0	0	33,045	0
Ending Balance at Jun. 30, 2022	$ 10,603,394	$ 99,913	$ 15,514,015	$ (56,355)	$ (5,044,569)	$ (408)	$ 10,512,596	$ 90,798

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CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Statement of Stockholders' Equity [Abstract]
Dividends to common stockholders, per share (in usd per share)	$ 0.45	$ 0.45	$ 0.90	$ 0.90

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CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Cash flows from operating activities:
Net (loss) income	$ (610)	$ 32,890
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization	572,139	564,848
Amortization of deferred revenue and lease intangibles, net	(33,491)	(31,551)
Other non-cash amortization	6,412	10,119
Allowance on loans receivable and investments	(116)	(8,961)
Stock-based compensation	22,601	21,465
Straight-lining of rental income	(7,559)	(7,167)
Loss on extinguishment of debt, net	7	27,016
Gain on real estate dispositions	(2,421)	(43,791)
Gain on real estate loan investments	0	(74)
Income tax (benefit) expense	(11,184)	2,510
Loss (income) from unconsolidated entities	5,322	(4,512)
Distributions from unconsolidated entities	10,719	6,480
Other	25,128	(34,841)
Changes in operating assets and liabilities:
Increase in other assets	(32,622)	(25,618)
Decrease in accrued interest	(2,008)	(5,732)
Increase in accounts payable and other liabilities	315	25,775
Net cash provided by operating activities	552,632	528,856
Cash flows from investing activities:
Net investment in real estate property	(388,295)	(210)
Investment in loans receivable	(5,225)	(283)
Proceeds from real estate disposals	6,171	115,850
Proceeds from loans receivable	487	36,475
Development project expenditures	(81,878)	(130,894)
Capital expenditures	(91,004)	(74,122)
Distributions from unconsolidated entities	25,652	0
Investment in unconsolidated entities	(33,086)	(68,311)
Insurance proceeds for property damage claims	7,918	390
Net cash used in investing activities	(559,260)	(121,105)
Cash flows from financing activities:
Net change in borrowings under revolving credit facilities	(7,822)	(104,131)
Net change in borrowings under commercial paper program	55,184	169,984
Proceeds from debt	706,915	268,286
Repayment of debt	(394,395)	(565,951)
Purchase of noncontrolling interests	(170)	0
Payment of deferred financing costs	(4,126)	(17,776)
Issuance of common stock, net	0	14,250
Cash distribution to common stockholders	(360,098)	(337,838)
Cash distribution to redeemable OP unitholders	(3,072)	(3,164)
Cash issued for redemption of OP Units	0	(62)
Contributions from noncontrolling interests	39	30
Distributions to noncontrolling interests	(7,873)	(8,588)
Proceeds from stock option exercises	8,691	4,821
Other	(6,219)	(5,934)
Net cash used in financing activities	(12,946)	(586,073)
Net decrease in cash, cash equivalents and restricted cash	(19,574)	(178,322)
Effect of foreign currency translation	(992)	1,450
Cash, cash equivalents and restricted cash at beginning of period	196,597	451,640
Cash, cash equivalents and restricted cash at end of period	176,031	274,768
Assets acquired and liabilities assumed from acquisitions and other:
Real estate investments	3,176	468
Other assets	362	0
Other liabilities	2,944	0
Deferred income tax liability	594	0
Noncontrolling interests	$ 0	$ 468

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DESCRIPTION OF BUSINESS

6 Months Ended

Jun. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

DESCRIPTION OF BUSINESS

NOTE 1—DESCRIPTION OF BUSINESS

Ventas, Inc. (together with its consolidated subsidiaries, unless otherwise indicated or except where the context otherwise requires, “we,” “us,” “our,” “Company” and other similar terms), an S&P 500 company, is a real estate investment trust (“REIT”) operating at the intersection of healthcare and real estate. We hold a highly diversified portfolio of senior housing communities, medical office buildings (“MOBs”), life science, research and innovation centers, hospitals and other healthcare facilities, which we generally refer to as “healthcare real estate,” located throughout the United States, Canada and the United Kingdom. As of June 30, 2022, we owned or had investments in approximately 1,300 properties (including properties classified as held for sale). Our company was originally founded in 1983 and is headquartered in Chicago, Illinois with additional corporate offices in Louisville, Kentucky and New York, New York.

We primarily invest in a diversified portfolio of healthcare real estate assets through wholly owned subsidiaries and other co-investment entities. We operate through three reportable business segments: triple-net leased properties, senior housing operating portfolio, which we also refer to as “SHOP” and is formerly known as senior living operations, and office operations. See “Note 2 – Accounting Policies” and “Note 16 – Segment Information.” Our senior housing communities are either subject to triple-net leases, in which case they are included in our triple-net leased properties reportable business segment, or operated by independent third-party managers, in which case they are included in our SHOP reportable business segment.

As of June 30, 2022, we leased a total of 331 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 (together with its subsidiaries, “Kindred”) leased from us 121 properties, 30 properties and 29 properties, respectively, as of June 30, 2022.

As of June 30, 2022, pursuant to long-term management agreements, we engaged independent operators, such as Atria Senior Living, Inc. (together with its subsidiaries, including Holiday Retirement (“Holiday”), “Atria”) and Sunrise Senior Living, LLC (together with its subsidiaries, “Sunrise”), to manage 557 senior 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 senior housing and healthcare operators or properties.

Continuing Impact of and Response to COVID-19 and Its Extended Consequences

During fiscal 2020 and 2021 and continuing into fiscal 2022, our business has been and is expected to continue to be impacted by COVID-19 itself, including actions taken to prevent the spread of the virus and its variants, and its extended consequences.

Accounting Considerations. We have not identified COVID-19, on its own, as a “triggering event” for purposes of evaluating impairment of real estate assets, goodwill and other intangibles, investments in unconsolidated entities and financial instruments. However, as of June 30, 2022, we considered the effect of COVID-19 on certain of our assets and our ability to recover the respective carrying values of these assets. We applied our considerations to existing critical accounting policies that require us to make estimates and assumptions regarding future events that affect the reported amounts of assets and liabilities. We based our estimates on our experience and on assumptions we believe to be reasonable under the circumstances. For both the six months ended June 30, 2022 and 2021, we recognized no COVID-19 related charges in our Consolidated Statements of Income.

Provider Relief Grants. We applied for grants under the Provider Relief Fund administered by the U.S. Department of Health & Human Services (“HHS”) on behalf of the assisted living communities in our SHOP reportable business segment to partially mitigate losses attributable to COVID-19. These grants are intended to reimburse eligible providers for expenses incurred to prevent, prepare for and respond to COVID-19 and lost revenues attributable to COVID-19. Recipients are not required to repay distributions from the Provider Relief Fund, provided that they attest to and comply with certain terms and conditions.

During the six months ended June 30, 2022 and 2021, we received $34.0 million and $13.6 million, respectively, in grants in connection with our applications and recognized these grants within property-level operating expenses in our Consolidated Statements of Income in the period in which they were received. In July 2022, we received $20.2 million in HHS grants.

Continuing Impact. The trajectory and future impact of COVID-19 and its extended consequences remain highly uncertain and will depend on a variety of factors, including the impact of new variants of the virus and the effectiveness of available vaccines against those variants; ongoing clinical experience, which may differ considerably across governmental and regulatory bodies and regions and fluctuate over time; and other future developments, including the ultimate duration, spread and intensity of the outbreak, the availability of testing, the extent to which governments impose, roll-back or re-impose preventative restrictions and the availability of ongoing government financial support to our business, tenants and operators. Due to these uncertainties, we are not able at this time to estimate the ultimate impact of COVID-19 on our business, results of operations, financial condition and cash flows.

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ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

ACCOUNTING POLICIES

NOTE 2—ACCOUNTING POLICIES

The accompanying Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information set forth in the Accounting Standards Codification (“ASC”), as published by the Financial Accounting Standards Board (“FASB”), and with the Securities and Exchange Commission (“SEC”) instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement of results for the interim period have been included. Operating results for the three and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. The accompanying Consolidated Financial Statements and related notes should be read in conjunction with the audited Consolidated Financial Statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2021 (the “2021 Annual Report”). Certain prior period amounts have been reclassified to conform to the current period presentation.

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.

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.

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 life science, 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 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 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 (dollars in thousands):

	As of June 30, 2022				As of December 31, 2021
	Total Assets		Total Liabilities		Total Assets		Total Liabilities
NHP/PMB L.P.	$	756,063	$	260,217	$	749,834	$	251,352
Other identified VIEs	3,892,070		1,532,677		3,949,294		1,556,136
Tax credit VIEs	443,332		82,126		458,953		103,992

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 adjust our investment in unconsolidated entities for additional contributions made, distributions received as well as our share of the investee’s earnings or losses, which is included in loss from unconsolidated entities 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, net income or loss may be 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 NHP/PMB as a VIE. As of June 30, 2022, third party investors owned 3.9 million Class A limited partnership units in NHP/PMB (“OP Units”), which represented 34% of the total units then outstanding, and we owned 7.5 million Class B limited partnership units in NHP/PMB, representing the remaining 66%. The OP Units may be redeemed at any time at the election of the holder for cash or, at our option, 0.9051 shares of our common stock per OP Unit, subject to 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.

The OP Units are classified outside of permanent equity on our Consolidated Balance Sheets because they may be redeemed by third parties under circumstances that are outside of our control. We reflect the OP Units at the greater of cost or redemption value. As of June 30, 2022 and December 31, 2021, the fair value of the OP Units was $182.5 million and $182.1 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 June 30, 2022 and December 31, 2021. 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, which is primarily based on the fair value of the underlying real estate asset. 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 on our Consolidated Balance Sheets.

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.

Accounting for Historic and New Markets Tax Credits

For certain of our life science, research and innovation centers, we are party to contractual arrangements with TCIs that were established to enable the TCIs to receive benefits of historic tax credits (“HTCs”), new markets tax credits (“NMTCs”) or both. As of June 30, 2022, we owned six properties 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 recapture within five years of substantial completion. The amount of the recapture is equal to 100% of the HTCs during the first year after the completion of the historic rehabilitation and is reduced by 20% each year during the subsequent five year period. NMTCs are subject to 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 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.

The fair value of acquired lease-related intangibles, if any, reflects: (i) the estimated value of any above 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 over the shortened lease term.

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.

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 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 whose fair value is determined on a recurring basis.

•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, including underlying asset performance and credit quality. 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.

•Stock warrants - We estimate the fair value of stock warrants using level two inputs that are obtained from public sources. Inputs include equity spot price, dividend yield, volatility and risk-free rate.

•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.

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 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 of impairment 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 estimating the fair value of the reporting unit. A goodwill impairment, if any, will be recognized in the period it is determined and is measured as the amount by which a reporting unit’s carrying value exceeds its fair value.

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 such as replacement cost or comparable sales. 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.

Revenue Recognition

Triple-Net Leased Properties and Office Operations

Certain of our triple-net leases and most of our MOB and life science, research and innovation centers’ (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 June 30, 2022 and December 31, 2021, this cumulative excess totaled $181.7 million and $176.9 million, 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.

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 under the lease, we record 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 Housing Operating Portfolio

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 evaluate collectability of accrued interest receivables separate from the amortized cost basis of our loans. As such, we recognize interest income on an impaired loan to the extent we believe accrued contractual interest payments are collectable. Otherwise interest income is recognized on a cash basis.

We evaluate a current estimate of all expected credit losses over the life of a financial instrument, which may result in recognition of credit losses on loans and other financial instruments before an actual event of default. We establish reserves for any estimated credit losses with a corresponding charge to allowance on loans receivable and investments in our Consolidated Statements of Income. Subsequent changes in our estimate of credit losses may result in a corresponding increase or decrease to allowance on loans receivable and investments in our Consolidated Statements of Income.

Accounting for Leased Property

We lease real property, primarily land and corporate office space, and equipment, primarily vehicles at our senior housing communities. At lease inception, we establish an operating lease asset and operating lease liability calculated as the present value of future minimum lease payments on our Consolidated Balance Sheets. 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. 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 our Consolidated Statements of Income.

Recently Adopted Accounting Standards

In November 2021, the FASB issued Accounting Standards Update 2021-10, Disclosures by Business Entities about Government Assistance (“ASU 2022-10”), which requires expanded annual disclosures for transactions involving the receipt of government assistance. Required disclosures include a description of the nature of the transactions with government entities, our accounting policies for such transactions and their impact to our Consolidated Financial Statements. We adopted ASU 2021-10 on January 1, 2022 and the adoption of this standard is not expected to have a material impact on our Consolidated Financial Statements.

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CONCENTRATION OF CREDIT RISK

6 Months Ended

Jun. 30, 2022

Risks and Uncertainties [Abstract]

CONCENTRATION OF CREDIT RISK

NOTE 3—CONCENTRATION OF CREDIT RISK

As of June 30, 2022, Atria, Sunrise, Brookdale Senior Living, Ardent and Kindred managed or operated approximately 26.7%, 9.8%, 7.7%, 5.3% and 0.8%, respectively, of our consolidated real estate investments based on gross book value (excluding properties classified as held for sale as of June 30, 2022). Because Atria and Sunrise manage our properties in exchange for a management fee from us, we are not directly exposed to their credit risk in the same manner or to the same extent as triple-net tenants like Brookdale Senior Living, Ardent and Kindred.

Based on gross book value, approximately 12.7% and 53.9% of our consolidated real estate investments were senior housing communities included in the triple-net leased properties and SHOP reportable business segments, respectively (excluding properties classified as held for sale as of June 30, 2022). MOBs, life science, research and innovation centers, inpatient rehabilitation facilities (“IRFs”) and long-term acute care facilities (“LTACs”), health systems, skilled nursing facilities (“SNFs”) and secured loans receivable and investments collectively comprised the remaining 33.4%. Our consolidated properties were located in 47 states, the District of Columbia, seven Canadian provinces and the United Kingdom as of June 30, 2022, with properties in one state (California) accounting for more than 10% of our total consolidated revenues and net operating income (“NOI”) for the three months then ended. NOI is defined as total revenues, less interest and other income, property-level operating expenses and office building and other services costs. See “Non-GAAP Financial Measures” included elsewhere in this Quarterly Report on Form 10-Q for additional disclosure and a reconciliation of net income attributable to common stockholders, as computed in accordance with GAAP, to NOI.

Triple-Net Leased Properties

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. The following table reflects the concentration risk related to our triple-net leased properties including assets held for sale for the periods presented:

	For the Three Months Ended June 30,
	2022		2021
Revenues (1):
Brookdale Senior Living	3.6	%	4.1	%
Ardent	3.2		3.4
Kindred	3.3		3.6
NOI (2):
Brookdale Senior Living	8.4	%	8.8	%
Ardent	7.3		7.4
Kindred	7.6		7.8

(1)Total revenues include office building and other services revenue, income from loans and investments and interest and other income.

(2)See “Non-GAAP Financial Measures” included elsewhere in this Quarterly Report on Form 10-Q for additional disclosure and a reconciliation of net income attributable to common stockholders, as computed in accordance with GAAP, to NOI.

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.

In December 2021, Kindred Healthcare, LLC was acquired and began operating under a new healthcare system called ScionHealth. As of March 31, 2022, we leased 29 LTACs to Kindred pursuant to a master lease agreement. Pursuant to the master lease, the 29 LTACs are divided into two renewal groups. The first renewal group is composed of 6 LTACs (“Group 1”) and the second renewal group is composed of 23 LTACs (“Group 2”). In the second quarter of 2022, we and Kindred amended the master lease to, among other things, extend the lease term of Group 1 through April 30, 2028. The lease term for Group 2 ends on April 30, 2025. Although Kindred has the right to renew each of Group 1 and Group 2 for additional lease terms, we cannot assure you that Kindred will exercise any renewal options for either pool, or if the lease term is renewed, amended or extended, the terms thereof.

Senior Housing Operating Portfolio

As of June 30, 2022, Atria and Sunrise, collectively, provided comprehensive property management and accounting services with respect to 347 of our 548 consolidated senior housing communities, for which we pay annual management fees pursuant to long-term management agreements.

On July 30, 2021, Atria acquired the management services division of Holiday, which at the time managed a pool of 26 communities for Ventas. As of June 30, 2022, Atria and its subsidiaries, including Holiday, managed a pool of 255 senior housing communities for Ventas. Ventas has the ongoing right to terminate the management contract for 91 of the communities with short term notice.

As of June 30, 2022, Sunrise managed a pool of 96 senior housing communities for Ventas. Subsequent to March 31, 2022, Ventas and Sunrise Senior Living entered into a revised management agreement for 92 communities with a term expiring May 31, 2035. Under the new management agreement, Sunrise will receive a management fee based on a percentage of revenue and net operating income generated by the applicable communities. Sunrise is also entitled to certain incentive fees if specified performance targets are met. Ventas has the right to freely terminate the management agreement as to all communities if certain performance metrics are not met and may freely terminate the management agreement as to certain specified communities at any time. In addition, Ventas may also terminate the management agreement as it relates to three communities per year subject to the payment of a fee and an aggregate cap on such terminations over the term of the agreement.

We successfully transitioned the operations of 90 senior living communities owned by us and operated under management agreements with Eclipse Senior Living, Inc. (“ESL”) to seven experienced managers on or before January 2, 2022. ESL ceased operation of its management business in early 2022 following completion of the transitions. We incurred certain one-time transition costs and expenses in connection with the transitions, which were recognized within transaction expenses and deal costs in our Consolidated Statements of Income.

We rely on our managers’ personnel, expertise, technical resources and information systems, proprietary information, good faith and judgment to manage our senior housing operating portfolio efficiently and effectively. We also rely on our managers to set appropriate resident fees, provide accurate property-level financial results in a timely manner and otherwise operate our senior housing communities in compliance with the terms of our management agreements and all applicable laws and regulations.

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ACQUISITIONS OF REAL ESTATE PROPERTY

6 Months Ended

Jun. 30, 2022

Business Combination and Asset Acquisition [Abstract]

ACQUISITIONS OF REAL ESTATE PROPERTY

NOTE 4—ACQUISITIONS OF REAL ESTATE PROPERTY

We acquire and invest in senior housing, medical office buildings, life science, research and innovation centers and other 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. Each of our acquisitions disclosed below was accounted for as an asset acquisition.

2022 Acquisitions

During the six months ended June 30, 2022, we acquired 18 MOBs leased to affiliates of Ardent, one behavioral health center and one research and innovation center, all of which are reported within our office operations segment, and one senior housing community, which is reported within our SHOP segment, for an aggregate purchase price of $395.3 million.

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DISPOSITIONS AND IMPAIRMENTS

6 Months Ended

Jun. 30, 2022

Discontinued Operations and Disposal Groups [Abstract]

DISPOSITIONS AND IMPAIRMENTS

NOTE 5—DISPOSITIONS AND IMPAIRMENTS

2022 Activity

During the six months ended June 30, 2022, we sold one vacant land parcel for $6.2 million and recognized a gain on the sale of this asset of $2.4 million.

Assets Held for Sale

The table below summarizes our real estate assets classified as held for sale, including the amounts reported on our Consolidated Balance Sheets, which may include anticipated post-closing settlements of working capital for disposed properties (dollars in thousands):

	As of June 30, 2022					As of December 31, 2021
	Number of Properties Held for Sale	Assets Held for Sale		Liabilities Related to Assets Held for Sale		Number of Properties Held for Sale	Assets Held for Sale		Liabilities Related to Assets Held for Sale
SHOP	2	22,787		4,093		2	24,964		9,321
Office operations	3	8,981		1,778		2	3,435		1,529
Total	5	$	31,768	$	5,871	4	$	28,399	$	10,850

Real Estate Impairment

We recognized impairments of $26.9 million and $97.1 million for the six months ended June 30, 2022 and 2021, respectively, which are recorded primarily as a component of depreciation and amortization in our Consolidated Statements of Income. The impairments recorded were primarily the result of a change in the expected future cash flows of the subject properties or a change in our intent to hold the impaired assets.

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LOANS RECEIVABLE AND INVESTMENTS

6 Months Ended

Jun. 30, 2022

Loans Receivable And Investments [Abstract]

LOANS RECEIVABLE AND INVESTMENTS

NOTE 6—LOANS RECEIVABLE AND INVESTMENTS

As of June 30, 2022 and December 31, 2021, we had $553.8 million and $549.2 million, respectively, of net loans receivable and investments relating to senior 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 (dollars in thousands):    

	Amortized Cost		Allowance		Unrealized (Loss) Gain		Carrying Amount		Fair Value
As of June 30, 2022:
Secured/mortgage loans and other, net	$	488,611	$	—	$	—	$	488,611	$	458,700
Government-sponsored pooled loan investments, net (1)	41,300		—		(281)		41,019		41,019
Total investments reported as secured loans receivable and investments, net	529,911		—		(281)		529,630		499,719
Non-mortgage loans receivable, net (2)	29,462		(5,271)		—		24,191		23,435
Total loans receivable and investments, net	$	559,373	$	(5,271)	$	(281)	$	553,821	$	523,154
As of December 31, 2021:
Secured/mortgage loans and other, net	$	488,913	$	—	$	—	$	488,913	$	478,931
Government-sponsored pooled loan investments, net (1)	39,376		—		1,836		41,213		41,213
Total investments reported as secured loans receivable and investments, net	528,289		—		1,836		530,126		520,144
Non-mortgage loans receivable, net (2)	24,418		(5,394)		—		19,024		19,039
Total loans receivable and investments, net	$	552,707	$	(5,394)	$	1,836	$	549,150	$	539,183

______________________________

(1)Investment in government-sponsored pool loans has a contractual maturity date in 2023.

(2)Included in other assets on our Consolidated Balance Sheets.

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INVESTMENTS IN UNCONSOLIDATED ENTITIES

6 Months Ended

Jun. 30, 2022

Equity Method Investments and Joint Ventures [Abstract]

INVESTMENTS IN UNCONSOLIDATED ENTITIES

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 invest in both real estate entities and operating entities, which are described further below.

Investments in Unconsolidated Real Estate Entities

Through our Ventas Investment Management Platform, which consolidates our extensive third-party capital ventures under a single brand and umbrella, we partner with third-party institutional investors to invest in healthcare real estate through various joint ventures and other co-investment vehicles where we are the sponsor or general partner.

Below is a summary of our investments in unconsolidated real estate entities as of June 30, 2022 and December 31, 2021, respectively (dollars in thousands):

	Ownership as of (1)		Carrying Amount as of
	June 30, 2022	December 31, 2021	June 30, 2022		December 31, 2021
Investment in unconsolidated real estate entities:
Ventas Life Science & Healthcare Real Estate Fund	21.9%	21.1%	$	261,630	$	267,475
Pension Fund Joint Venture	22.9%	22.9%	27,532		29,192
Research & Innovation Development Joint Venture	50.7%	51.0%	239,478		221,363
Ventas Investment Management Platform			528,640		518,030
All other (2)	34.0%-50.0%	34.0%-50.0%	5,065		5,435
Total investments in unconsolidated real estate entities			$	533,705	$	523,465
______________________________
(1) The entities in which we have an ownership interest may have less than a 100% interest in the underlying real estate. The ownership percentages in the table reflect our interest in the underlying real estate. Joint venture members, including us in some instances, have equity participation rights based on the underlying performance of the investments which could result in non pro rata distributions.
(2) Includes investments in land parcels, parking structures and other de minimis investments in unconsolidated real estate entities.

We provide various services to our unconsolidated real estate entities in exchange for fees and reimbursements. Total management fees earned in connection with these services were $3.8 million and $3.0 million for the three months ended June 30, 2022 and 2021, respectively, and $7.3 million and $5.7 million for the six months ended June 30, 2022 and 2021, respectively. Such amounts are included in office building and other services revenue in our Consolidated Statements of Income.

Investments in Unconsolidated Operating Entities

We own investments in unconsolidated operating entities such as Ardent and Atria, which are included within other assets on our Consolidated Balance Sheets. Our 34% ownership interest in Atria entitles us to customary minority rights and protections, including the right to appoint two members to the Atria Board of Directors. Our 9.8% ownership interest in Ardent entitles us to customary minority rights and protections, including the right to appoint one member of the Ardent Board of Directors.

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INTANGIBLES

6 Months Ended

Jun. 30, 2022

Intangible Assets, Intangible Liabilities, And Goodwill Disclosure [Abstract]

INTANGIBLES

NOTE 8—INTANGIBLES

The following is a summary of our intangibles (dollars in thousands):

	As of June 30, 2022			As of December 31, 2021
	Balance		Weighted Average Remaining Amortization Period in Years	Balance		Weighted Average Remaining Amortization Period in Years
Intangible assets:
Above-market lease intangibles (1)	$	129,160	5.7	$	129,121	5.9
In-place and other lease intangibles (2)	1,232,511		7.4	1,240,626		7.2
Goodwill	1,044,509		N/A	1,046,140		N/A
Other intangibles (2)	34,486		6.1	34,517		6.5
Accumulated amortization	(1,004,973)		N/A	(944,403)		N/A
Net intangible assets	$	1,435,693	7.3	$	1,506,001	7.1
Intangible liabilities:
Below-market lease intangibles (1)	$	334,486	8.8	$	334,365	9.7
Other lease intangibles	13,498		N/A	13,608		N/A
Accumulated amortization	(251,981)		N/A	(244,975)		N/A
Purchase option intangibles	3,568		N/A	3,568		N/A
Net intangible liabilities	$	99,571	8.8	$	106,566	9.7

______________________________

(1)     Amortization of above- and below-market lease intangibles is recorded as a decrease and an increase to revenues, respectively, in our Consolidated Statements of Income.

(2)     Amortization of lease intangibles is recorded in depreciation and amortization in our Consolidated Statements of Income.

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.

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OTHER ASSETS

6 Months Ended

Jun. 30, 2022

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

OTHER ASSETS

NOTE 9—OTHER ASSETS

The following is a summary of our other assets (dollars in thousands):

	As of June 30, 2022		As of December 31, 2021
Straight-line rent receivables	$	181,661	$	176,877
Non-mortgage loans receivable, net	24,191		19,024
Stock warrants	39,604		48,884
Other intangibles, net	6,842		7,270
Investment in unconsolidated operating entities	56,709		73,602
Other	266,570		239,412
Total other assets	$	575,577	$	565,069

Stock warrants represent warrants exercisable at any time prior to December 31, 2025, in whole or in part, for 16.3 million shares of Brookdale Senior Living common stock at an exercise price of $3.00 per share. These warrants are measured at fair value with changes in fair value being recognized within other expense in our Consolidated Statements of Income.

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SENIOR NOTES PAYABLE AND OTHER DEBT

6 Months Ended

Jun. 30, 2022

Debt Disclosure [Abstract]

SENIOR NOTES PAYABLE AND OTHER DEBT

NOTE 10—SENIOR NOTES PAYABLE AND OTHER DEBT

The following is a summary of our senior notes payable and other debt (dollars in thousands):

	As of June 30, 2022		As of December 31, 2021
Unsecured revolving credit facility (1)	$	45,594	$	56,448
Commercial paper notes	335,300		280,000
Unsecured term loan due 2023	—		200,000
2.55% Senior Notes, Series D due 2023 (2)	213,642		217,667
3.50% Senior Notes due 2024	400,000		400,000
3.75% Senior Notes due 2024	400,000		400,000
4.125% Senior Notes, Series B due 2024 (2)	194,220		197,879
2.80% Senior Notes, Series E due 2024 (2)	466,128		474,909
Unsecured term loan due 2025 (2)	388,440		395,757
3.50% Senior Notes due 2025	600,000		600,000
2.65% Senior Notes due 2025	450,000		450,000
4.125% Senior Notes due 2026	500,000		500,000
3.25% Senior Notes due 2026	450,000		450,000
Unsecured term loan due 2027	500,000		—
2.45% Senior Notes, Series G due 2027 (2)	369,018		375,970
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		650,000
4.75% Senior Notes due 2030	500,000		500,000
2.50% Senior Notes due 2031	500,000		500,000
3.30% Senior Notes, Series H due 2031 (2)	233,064		237,454
6.90% Senior Notes due 2037 (3)	52,400		52,400
6.59% Senior Notes due 2038 (3)	22,823		22,823
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		300,000
Mortgage loans and other	2,422,866		2,431,831
Total	12,393,495		12,093,138
Deferred financing costs, net	(66,963)		(69,925)
Unamortized fair value adjustment	28,165		32,888
Unamortized discounts	(26,557)		(28,557)
Senior notes payable and other debt	$	12,328,140	$	12,027,544

______________________________

(1)As of June 30, 2022 and December 31, 2021, respectively, $23.3 million and $30.9 million of aggregate borrowings were denominated in Canadian dollars. Aggregate borrowings of $22.3 million and $25.6 million were denominated in British pounds as of June 30, 2022 and December 31, 2021, respectively.

(2)Canadian Dollar debt obligations shown in U.S. Dollars.

(3)Our 6.90% senior notes due 2037 are subject to repurchase at the option of the holders, at par, on October 1, 2027, and our 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.

Credit Facilities, Commercial Paper and Unsecured Term Loans

We have a $2.75 billion unsecured revolving credit facility initially priced at LIBOR plus 0.825% based on the Company’s debt rating. The unsecured revolving credit facility matures in January 2025, 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, subject to the satisfaction of certain conditions.

As of June 30, 2022, we had $2.7 billion of undrawn capacity on our unsecured revolving credit facility with $45.6 million borrowings outstanding and an additional $25.0 million restricted to support outstanding letters of credit. We limit our use of the unsecured revolving credit facility, to the extent necessary, to support our commercial paper program when commercial paper notes are outstanding.

Our wholly owned subsidiary, Ventas Realty, Limited Partnership (“Ventas Realty”), 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 U.S. 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 June 30, 2022, we had $335.3 million in borrowings outstanding under our commercial paper program.

In June 2022, we entered into a Credit and Guaranty Agreement (the “New Credit Agreement”) with Ventas Realty, as borrower. The New Credit Agreement replaces Ventas Realty’s previous $200.0 million unsecured term loan priced at LIBOR plus 0.90% that matured in 2023 with a new $500.0 million unsecured term loan that matures in 2027 and is initially priced at Term SOFR plus 0.95% based on Ventas Realty’s debt ratings. The New Credit Agreement also includes an accordion feature that permits us to increase our aggregate borrowings thereunder to up to $1.25 billion, subject to the satisfaction of certain conditions, including the receipt of additional commitments for such increase.

As of June 30, 2022, we had a C$500.0 million unsecured term loan facility priced at Canadian Dollar Offered Rate (“CDOR”) plus 0.90% that matures in 2025.

As of June 30, 2022, our indebtedness had the following maturities (dollars in thousands):

	Principal Amount Due at Maturity		Unsecured Revolving Credit Facility and Commercial Paper Notes (1)		Scheduled Periodic Amortization		Total Maturities
2022	$	222,596	$	335,300	$	27,024	$	584,920
2023	489,206		—		42,970		532,176
2024	1,654,004		—		37,420		1,691,424
2025	2,039,042		45,594		31,454		2,116,090
2026	1,034,759		—		24,709		1,059,468
Thereafter	6,271,898		—		137,519		6,409,417
Total maturities	$	11,711,505	$	380,894	$	301,096	$	12,393,495

______________________________

(1)At June 30, 2022, we had $253.8 million of borrowings outstanding under our unsecured revolving credit facility and commercial paper program, net of $127.1 million of unrestricted cash and cash equivalents.

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FAIR VALUES OF FINANCIAL INSTRUMENTS

6 Months Ended

Jun. 30, 2022

Fair Value Disclosures [Abstract]

FAIR VALUES OF FINANCIAL INSTRUMENTS

NOTE 11—FAIR VALUES OF FINANCIAL INSTRUMENTS

The carrying amounts and fair values of our financial instruments were as follows (dollars in thousands):

	As of June 30, 2022				As of December 31, 2021
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Assets:
Cash and cash equivalents	$	127,073	$	127,073	$	149,725	$	149,725
Escrow deposits and restricted cash	48,958		48,958		46,872		46,872
Stock warrants	39,604		39,604		48,884		48,884
Secured mortgage loans and other, net	488,611		458,700		488,913		478,931
Non-mortgage loans receivable, net (1)	24,191		23,435		19,024		19,039
Government-sponsored pooled loan investments, net	41,019		41,019		41,213		41,213
Derivative instruments (1)	19,757		19,757		1,128		1,128
Liabilities:
Senior notes payable and other debt, gross	12,393,495		11,834,464		12,093,138		12,891,937
Derivative instruments (2)	—		—		12,290		12,290
Redeemable OP Units	182,512		182,512		182,112		182,112

______________________________

(1)Included in other assets on our Consolidated Balance Sheets.

(2)Included in accounts payable and other liabilities on our Consolidated Balance Sheets.

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.

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COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 12—COMMITMENTS AND CONTINGENCIES

From time to time, we are party to various lawsuits, investigations, claims and other legal and regulatory proceedings arising in connection with our business. These legal and regulatory matters may include, among other things, professional liability and general liability claims, commercial liability claims, unfair business practice claims and employment claims, as well as regulatory proceedings, including proceedings related to our senior housing operating portfolio, where we are typically the holder of the applicable healthcare license. In certain circumstances, regardless of whether we are a named party in a lawsuit, investigation, claim or other legal or regulatory proceeding, we may be contractually obligated to indemnify, defend and hold harmless our tenants, operators, managers or other third parties against, or may otherwise be responsible for, such actions, proceedings or claims. In other circumstances, certain of our tenants, operators, managers or other third parties may be obligated to indemnify, defend and hold us harmless in whole or in part with respect to certain actions, legal or regulatory proceedings. We cannot assure you that these third parties will be able to satisfy their defense and indemnification obligations to us. Legal and regulatory matters to which we are subject or for which we are otherwise responsible may not be fully insured and some may allege large damage amounts.

It is the opinion of management that the disposition of any such lawsuits, investigations, claims and other legal and regulatory proceedings that are currently pending will not, individually or in the aggregate, have a material adverse effect on us. However, regardless of the merits of a particular legal or regulatory matter, 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 lawsuits, investigations, claims and other legal and regulatory proceedings, and if management’s assessment of our liability with respect thereto is incorrect, such legal or regulatory matters could have a material adverse effect on us.

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INCOME TAXES

6 Months Ended

Jun. 30, 2022

Income Tax Disclosure [Abstract]

INCOME TAXES

NOTE 13—INCOME TAXES

We have elected to be taxed as a REIT under the applicable provisions of the Internal Revenue Code of 1986, 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 taxable REIT subsidiaries (“TRS” or “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 the TRS entities and certain other foreign entities have paid minimal federal, state and foreign income taxes for the six months ended June 30, 2022, their income tax liabilities may increase in future periods as we exhaust net operating loss (“NOL”) carryforwards and as our senior living and other operations grow. Such increases could be significant.

Our consolidated provision for income taxes for the three months ended June 30, 2022 and 2021 was a benefit of $3.8 million and an expense of $3.6 million, respectively. Our consolidated provision for income taxes for the six months ended June 30, 2022 and 2021 was a benefit of $8.3 million and an expense of $5.8 million, respectively. The income tax benefit for the three and six months ended June 30, 2022 was primarily due to losses in certain of our TRS entities and a $2.0 million benefit from an internal restructuring of a U.S. taxable REIT subsidiary. The income tax expense for the three and six months ended June 30, 2021 was primarily due to a $2.8 million net deferred tax expense related to an internal restructuring of certain U.S. taxable REIT subsidiaries, and a $3.4 million deferred tax expense related to the revaluation of certain deferred tax liabilities as a result of enacted tax rate changes in the United Kingdom.

Each TRS is a tax paying component for purposes of classifying deferred tax assets and liabilities. Deferred tax liabilities with respect to our TRS entities totaled $46.6 million and $59.3 million as of June 30, 2022 and December 31, 2021, respectively, and related primarily to differences between the financial reporting and tax bases of fixed and intangible assets, net of loss carryforwards. Deferred tax assets with respect to our TRS entities totaled $11.2 million as of both June 30, 2022 and December 31, 2021 and related primarily to loss carryforwards.

Generally, we are subject to audit under the statute of limitations by the Internal Revenue Service for the year ended December 31, 2018 and subsequent years and are subject to audit by state taxing authorities for the year ended December 31, 2017 and subsequent years. We are subject to audit generally under the statutes of limitation by the Canada Revenue Agency and provincial authorities with respect to the Canadian entities for the year ended December 31, 2017 and subsequent years. We are subject to audit in the United Kingdom generally for periods ended in and subsequent to 2020.

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STOCKHOLDERS' EQUITY

6 Months Ended

Jun. 30, 2022

Equity [Abstract]

STOCKHOLDERS' EQUITY

NOTE 14—STOCKHOLDERS' EQUITY

Capital Stock

We participate in an “at-the-market” equity offering program (“ATM program”), pursuant to which we may, from time to time, sell up to $1.0 billion aggregate gross sales price of shares of our common stock. There were no issuances under the ATM program for the six months ended June 30, 2022. As of June 30, 2022, $1.0 billion aggregate gross sales price of shares of our common stock remains available for issuance under the ATM program.

Accumulated Other Comprehensive Loss

The following is a summary of our accumulated other comprehensive loss (dollars in thousands):

	As of June 30, 2022		As of December 31, 2021
Foreign currency translation loss	$	(74,852)	$	(56,227)
Unrealized (loss) gain on available for sale securities	(281)		1,836
Unrealized gain (loss) on derivative instruments	18,778		(10,129)
Total accumulated other comprehensive loss	$	(56,355)	$	(64,520)

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EARNINGS PER SHARE

6 Months Ended

Jun. 30, 2022

Earnings Per Share [Abstract]

EARNINGS PER SHARE

NOTE 15—EARNINGS PER SHARE

The following table shows the amounts used in computing our basic and diluted earnings per share (in thousands, except per share amounts):

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2022		2021		2022		2021
Numerator for basic and diluted earnings per share:
(Loss) income from continuing operations	$	(41,202)	$	88,288	$	(610)	$	32,890
Net (loss) income	(41,202)		88,288		(610)		32,890
Net income attributable to noncontrolling interests	1,214		1,897		3,074		3,708
Net (loss) income attributable to common stockholders	$	(42,416)	$	86,391	$	(3,684)	$	29,182
Denominator:
Denominator for basic earnings per share—weighted average shares	399,592		375,067		399,445		374,869
Effect of dilutive securities:
Stock options	41		58		33		34
Restricted stock awards	376		328		398		304
OP unitholder interests	3,517		2,954		3,517		2,954
Denominator for diluted earnings per share—adjusted weighted average shares	403,526		378,408		403,393		378,161
Basic earnings per share:
(Loss) income from continuing operations	$	(0.10)	$	0.24	$	—	$	0.09
Net (loss) income attributable to common stockholders	(0.11)		0.23		(0.01)		0.08
Diluted earnings per share: (1)
(Loss) income from continuing operations	$	(0.10)	$	0.23	$	—	$	0.09
Net (loss) income attributable to common stockholders	(0.11)		0.23		(0.01)		0.08

______________________________

(1)     Potential common shares are not included in the computation of diluted earnings per share when a loss from continuing operations exists as the effect would be an antidilutive per share amount.

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SEGMENT INFORMATION

6 Months Ended

Jun. 30, 2022

Segment Reporting [Abstract]

SEGMENT INFORMATION

NOTE 16—SEGMENT INFORMATION

As of June 30, 2022, we operated through three reportable business segments: triple-net leased properties, SHOP and office operations. In our triple-net leased properties reportable business segment, we invest in and own senior 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 SHOP reportable business segment, we invest in senior 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 reportable business segment, we primarily acquire, own, develop, lease and manage MOBs and life science, research and innovation centers throughout the United States. Information provided for “non-segment” 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 “non-segment” 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 NOI and related measures. We define NOI as total revenues, less interest and other income, property-level operating expenses and office building and other services costs. We consider 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, 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 Quarterly Report on Form 10-Q. See “Non-GAAP

Financial Measures” included elsewhere in this Quarterly Report on Form 10-Q for additional disclosure and reconciliations of net income attributable to common stockholders, as computed in accordance with GAAP, to NOI.

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.

Summary information by reportable business segment is as follows (dollars in thousands):

	For the Three Months Ended June 30, 2022
	SHOP		Office Operations		Triple-Net Leased Properties		Non-Segment		Total
Revenues:
Rental income	$	—	$	199,241	$	149,397	$	—	$	348,638
Resident fees and services	658,056		—		—		—		658,056
Office building and other services revenue	—		670		—		3,656		4,326
Income from loans and investments	—		—		—		10,752		10,752
Interest and other income	—		—		—		1,166		1,166
Total revenues	$	658,056	$	199,911	$	149,397	$	15,574	$	1,022,938
Total revenues	$	658,056	$	199,911	$	149,397	$	15,574	$	1,022,938
Less:
Interest and other income	—		—		—		1,166		1,166
Property-level operating expenses	507,446		63,328		3,585		—		574,359
Office building and other services costs	—		—		—		1,410		1,410
NOI	$	150,610	$	136,583	$	145,812	$	12,998	446,003
Interest and other income									1,166
Interest expense									(113,951)
Depreciation and amortization									(283,075)
General, administrative and professional fees									(32,915)
Loss on extinguishment of debt, net									(7)
Transaction expenses and deal costs									(13,078)
Allowance on loans receivable and investments									62
Other									(48,116)
Loss from unconsolidated entities									(1,047)
Loss on real estate dispositions									(34)
Income tax benefit									3,790
Loss from continuing operations									(41,202)
Net loss									(41,202)
Net income attributable to noncontrolling interests									1,214
Net loss attributable to common stockholders									$	(42,416)

	For the Three Months Ended June 30, 2021
	SHOP		Office Operations		Triple-Net Leased Properties		Non-Segment		Total
Revenues:
Rental income	$	—	$	200,388	$	159,223	$	—	$	359,611
Resident fees and services	535,952		—		—		—		535,952
Office building and other services revenue	—		2,540		—		2,841		5,381
Income from loans and investments	—		—		—		17,665		17,665
Interest and other income	—		—		—		585		585
Total revenues	$	535,952	$	202,928	$	159,223	$	21,091	$	919,194
Total revenues	$	535,952	$	202,928	$	159,223	$	21,091	$	919,194
Less:
Interest and other income	—		—		—		585		585
Property-level operating expenses	424,813		64,950		4,432		—		494,195
Office building and other services costs	—		658		—		—		658
NOI	$	111,139	$	137,320	$	154,791	$	20,506	423,756
Interest and other income									585
Interest expense									(110,051)
Depreciation and amortization									(250,700)
General, administrative and professional fees									(30,588)
Gain on extinguishment of debt, net									74
Transaction expenses and deal costs									(721)
Allowance on loans receivable and investments									59
Other									13,490
Income from unconsolidated entities									4,767
Gain on real estate dispositions									41,258
Income tax expense									(3,641)
Income from continuing operations									88,288
Net income									88,288
Net income attributable to noncontrolling interests									1,897
Net income attributable to common stockholders									$	86,391

	For the Six Months Ended June 30, 2022
	SHOP		Office Operations		Triple-Net Leased Properties		Non-Segment		Total
Revenues:
Rental income	$	—	$	399,781	$	300,958	$	—	$	700,739
Resident fees and services	1,309,177		—		—		—		1,309,177
Office building and other services revenue	—		1,287		—		6,988		8,275
Income from loans and investments	—		—		—		20,599		20,599
Interest and other income	—		—		—		1,702		1,702
Total revenues	$	1,309,177	$	401,068	$	300,958	$	29,289	$	2,040,492
Total revenues	$	1,309,177	$	401,068	$	300,958	$	29,289	$	2,040,492
Less:
Interest and other income	—		—		—		1,702		1,702
Property-level operating expenses	982,976		126,511		7,593		—		1,117,080
Office building and other services costs	—		—		—		2,723		2,723
NOI	$	326,201	$	274,557	$	293,365	$	24,864	918,987
Interest and other income									1,702
Interest expense									(224,745)
Depreciation and amortization									(572,139)
General, administrative and professional fees									(75,913)
Loss on extinguishment of debt, net									(7)
Transaction expenses and deal costs									(33,070)
Allowance on loans receivable and investments									116
Other									(20,926)
Loss from unconsolidated entities									(5,316)
Gain on real estate dispositions									2,421
Income tax benefit									8,280
Loss from continuing operations									(610)
Net loss									(610)
Net income attributable to noncontrolling interests									3,074
Net loss attributable to common stockholders									$	(3,684)

	For the Six Months Ended June 30, 2021
	SHOP		Office Operations		Triple-Net Leased Properties		Non-Segment		Total
Revenues:
Rental income	$	—	$	397,843	$	319,108	$	—	$	716,951
Resident fees and services	1,064,602		—		—		—		1,064,602
Office building and other services revenue	—		4,884		—		5,447		10,331
Income from loans and investments	—		—		—		36,675		36,675
Interest and other income	—		—		—		926		926
Total revenues	$	1,064,602	$	402,727	$	319,108	$	43,048	$	1,829,485
Total revenues	$	1,064,602	$	402,727	$	319,108	$	43,048	$	1,829,485
Less:
Interest and other income	—		—		—		926		926
Property-level operating expenses	842,642		128,896		9,257		—		980,795
Office building and other services costs	—		1,276		—		—		1,276
NOI	$	221,960	$	272,555	$	309,851	$	42,122	846,488
Interest and other income									926
Interest expense									(220,818)
Depreciation and amortization									(564,848)
General, administrative and professional fees									(70,897)
Loss on extinguishment of debt, net									(27,016)
Transaction expenses and deal costs									(5,338)
Allowance on loans receivable and investments									8,961
Other									22,918
Income from unconsolidated entities									4,517
Gain on real estate dispositions									43,791
Income tax expense									(5,794)
Income from continuing operations									32,890
Net income									32,890
Net income attributable to noncontrolling interests									3,708
Net income attributable to common stockholders									$	29,182

Capital expenditures, including investments in real estate property and development project expenditures, by reportable business segment are as follows (dollars in thousands):

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
Capital Expenditures:	2022		2021		2022		2021
SHOP	$	55,540	$	51,156	$	198,943	$	99,873
Office operations	85,752		56,667		359,826		88,213
Triple-net leased properties	1,774		8,921		2,408		17,139
Total capital expenditures	$	143,066	$	116,744	$	561,177	$	205,225

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 (dollars in thousands):

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2022		2021		2022		2021
Revenues:
United States	$	903,057	$	803,242	$	1,800,990	$	1,601,010
Canada	112,809		108,342		224,953		213,375
United Kingdom	7,072		7,610		14,549		15,100
Total revenues	$	1,022,938	$	919,194	$	2,040,492	$	1,829,485

	As of June 30, 2022		As of December 31, 2021
Net Real Estate Property:
United States	$	18,581,304	$	18,562,738
Canada	2,927,708		3,007,008
United Kingdom	216,771		247,092
Total net real estate property	$	21,725,783	$	21,816,838

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ACCOUNTING POLICIES (Policies)

6 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

Basis of Accounting

The accompanying Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information set forth in the Accounting Standards Codification (“ASC”), as published by the Financial Accounting Standards Board (“FASB”), and with the Securities and Exchange Commission (“SEC”) instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement of results for the interim period have been included. Operating results for the three and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. The accompanying Consolidated Financial Statements and related notes should be read in conjunction with the audited Consolidated Financial Statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2021 (the “2021 Annual Report”). Certain prior period amounts have been reclassified to conform to the current period presentation.

Principles of Consolidation

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.

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.

Variable Interest Entity

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 life science, 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 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 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.

Investments in Unconsolidated Entities

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 adjust our investment in unconsolidated entities for additional contributions made, distributions received as well as our share of the investee’s earnings or losses, which is included in loss from unconsolidated entities 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, net income or loss may be 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

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 NHP/PMB as a VIE. As of June 30, 2022, third party investors owned 3.9 million Class A limited partnership units in NHP/PMB (“OP Units”), which represented 34% of the total units then outstanding, and we owned 7.5 million Class B limited partnership units in NHP/PMB, representing the remaining 66%. The OP Units may be redeemed at any time at the election of the holder for cash or, at our option, 0.9051 shares of our common stock per OP Unit, subject to 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.

The OP Units are classified outside of permanent equity on our Consolidated Balance Sheets because they may be redeemed by third parties under circumstances that are outside of our control. We reflect the OP Units at the greater of cost or redemption value. As of June 30, 2022 and December 31, 2021, the fair value of the OP Units was $182.5 million and $182.1 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 June 30, 2022 and December 31, 2021. 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, which is primarily based on the fair value of the underlying real estate asset. 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 on our Consolidated Balance Sheets.

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.

Accounting for Historic and New Markets Tax Credits

Accounting for Historic and New Markets Tax Credits

For certain of our life science, research and innovation centers, we are party to contractual arrangements with TCIs that were established to enable the TCIs to receive benefits of historic tax credits (“HTCs”), new markets tax credits (“NMTCs”) or both. As of June 30, 2022, we owned six properties 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 recapture within five years of substantial completion. The amount of the recapture is equal to 100% of the HTCs during the first year after the completion of the historic rehabilitation and is reduced by 20% each year during the subsequent five year period. NMTCs are subject to 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 for Real Estate Acquisitions

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.

The fair value of acquired lease-related intangibles, if any, reflects: (i) the estimated value of any above 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 over the shortened lease term.

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.

Fair Values of Financial Instruments

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 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 whose fair value is determined on a recurring basis.

•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, including underlying asset performance and credit quality. 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.

•Stock warrants - We estimate the fair value of stock warrants using level two inputs that are obtained from public sources. Inputs include equity spot price, dividend yield, volatility and risk-free rate.

•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.

Impairment of Long-Lived and Intangible Assets

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 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 of impairment 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 estimating the fair value of the reporting unit. A goodwill impairment, if any, will be recognized in the period it is determined and is measured as the amount by which a reporting unit’s carrying value exceeds its fair value.

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 such as replacement cost or comparable sales. 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.

Revenue Recognition

Revenue Recognition

Triple-Net Leased Properties and Office Operations

Certain of our triple-net leases and most of our MOB and life science, research and innovation centers’ (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 June 30, 2022 and December 31, 2021, this cumulative excess totaled $181.7 million and $176.9 million, 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.

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 under the lease, we record 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 Housing Operating Portfolio

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 evaluate collectability of accrued interest receivables separate from the amortized cost basis of our loans. As such, we recognize interest income on an impaired loan to the extent we believe accrued contractual interest payments are collectable. Otherwise interest income is recognized on a cash basis.

We evaluate a current estimate of all expected credit losses over the life of a financial instrument, which may result in recognition of credit losses on loans and other financial instruments before an actual event of default. We establish reserves for any estimated credit losses with a corresponding charge to allowance on loans receivable and investments in our Consolidated Statements of Income. Subsequent changes in our estimate of credit losses may result in a corresponding increase or decrease to allowance on loans receivable and investments in our Consolidated Statements of Income.

Lease Accounting

Accounting for Leased Property

We lease real property, primarily land and corporate office space, and equipment, primarily vehicles at our senior housing communities. At lease inception, we establish an operating lease asset and operating lease liability calculated as the present value of future minimum lease payments on our Consolidated Balance Sheets. 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. 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 our Consolidated Statements of Income.

Recently Issued Accounting Standards

Recently Adopted Accounting Standards

In November 2021, the FASB issued Accounting Standards Update 2021-10, Disclosures by Business Entities about Government Assistance (“ASU 2022-10”), which requires expanded annual disclosures for transactions involving the receipt of government assistance. Required disclosures include a description of the nature of the transactions with government entities, our accounting policies for such transactions and their impact to our Consolidated Financial Statements. We adopted ASU 2021-10 on January 1, 2022 and the adoption of this standard is not expected to have a material impact on our Consolidated Financial Statements.

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ACCOUNTING POLICIES (Tables)

6 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

Schedule of Variable Interest Entities

The table below summarizes the total assets and liabilities of our consolidated VIEs as reported on our Consolidated Balance Sheets (dollars in thousands):

	As of June 30, 2022				As of December 31, 2021
	Total Assets		Total Liabilities		Total Assets		Total Liabilities
NHP/PMB L.P.	$	756,063	$	260,217	$	749,834	$	251,352
Other identified VIEs	3,892,070		1,532,677		3,949,294		1,556,136
Tax credit VIEs	443,332		82,126		458,953		103,992

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CONCENTRATION OF CREDIT RISK (Tables)

6 Months Ended

Jun. 30, 2022

Risks and Uncertainties [Abstract]

Schedules of Concentration of Risk, by Risk Factor

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. The following table reflects the concentration risk related to our triple-net leased properties including assets held for sale for the periods presented:

	For the Three Months Ended June 30,
	2022		2021
Revenues (1):
Brookdale Senior Living	3.6	%	4.1	%
Ardent	3.2		3.4
Kindred	3.3		3.6
NOI (2):
Brookdale Senior Living	8.4	%	8.8	%
Ardent	7.3		7.4
Kindred	7.6		7.8

(1)Total revenues include office building and other services revenue, income from loans and investments and interest and other income.

(2)See “Non-GAAP Financial Measures” included elsewhere in this Quarterly Report on Form 10-Q for additional disclosure and a reconciliation of net income attributable to common stockholders, as computed in accordance with GAAP, to NOI.

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DISPOSITIONS AND IMPAIRMENTS (Tables)

6 Months Ended

Jun. 30, 2022

Discontinued Operations and Disposal Groups [Abstract]

Real Estate Assets Classified As Held For Sale

The table below summarizes our real estate assets classified as held for sale, including the amounts reported on our Consolidated Balance Sheets, which may include anticipated post-closing settlements of working capital for disposed properties (dollars in thousands):

	As of June 30, 2022					As of December 31, 2021
	Number of Properties Held for Sale	Assets Held for Sale		Liabilities Related to Assets Held for Sale		Number of Properties Held for Sale	Assets Held for Sale		Liabilities Related to Assets Held for Sale
SHOP	2	22,787		4,093		2	24,964		9,321
Office operations	3	8,981		1,778		2	3,435		1,529
Total	5	$	31,768	$	5,871	4	$	28,399	$	10,850

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LOANS RECEIVABLE AND INVESTMENTS (Tables)

6 Months Ended

Jun. 30, 2022

Loans Receivable And Investments [Abstract]

Summary of Net Loans Receivable and Investments

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 (dollars in thousands):    

	Amortized Cost		Allowance		Unrealized (Loss) Gain		Carrying Amount		Fair Value
As of June 30, 2022:
Secured/mortgage loans and other, net	$	488,611	$	—	$	—	$	488,611	$	458,700
Government-sponsored pooled loan investments, net (1)	41,300		—		(281)		41,019		41,019
Total investments reported as secured loans receivable and investments, net	529,911		—		(281)		529,630		499,719
Non-mortgage loans receivable, net (2)	29,462		(5,271)		—		24,191		23,435
Total loans receivable and investments, net	$	559,373	$	(5,271)	$	(281)	$	553,821	$	523,154
As of December 31, 2021:
Secured/mortgage loans and other, net	$	488,913	$	—	$	—	$	488,913	$	478,931
Government-sponsored pooled loan investments, net (1)	39,376		—		1,836		41,213		41,213
Total investments reported as secured loans receivable and investments, net	528,289		—		1,836		530,126		520,144
Non-mortgage loans receivable, net (2)	24,418		(5,394)		—		19,024		19,039
Total loans receivable and investments, net	$	552,707	$	(5,394)	$	1,836	$	549,150	$	539,183

______________________________

(1)Investment in government-sponsored pool loans has a contractual maturity date in 2023.

(2)Included in other assets on our Consolidated Balance Sheets.

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INTANGIBLES (Tables)

6 Months Ended

Jun. 30, 2022

Intangible Assets, Intangible Liabilities, And Goodwill Disclosure [Abstract]

Schedule of Intangibles

The following is a summary of our intangibles (dollars in thousands):

	As of June 30, 2022			As of December 31, 2021
	Balance		Weighted Average Remaining Amortization Period in Years	Balance		Weighted Average Remaining Amortization Period in Years
Intangible assets:
Above-market lease intangibles (1)	$	129,160	5.7	$	129,121	5.9
In-place and other lease intangibles (2)	1,232,511		7.4	1,240,626		7.2
Goodwill	1,044,509		N/A	1,046,140		N/A
Other intangibles (2)	34,486		6.1	34,517		6.5
Accumulated amortization	(1,004,973)		N/A	(944,403)		N/A
Net intangible assets	$	1,435,693	7.3	$	1,506,001	7.1
Intangible liabilities:
Below-market lease intangibles (1)	$	334,486	8.8	$	334,365	9.7
Other lease intangibles	13,498		N/A	13,608		N/A
Accumulated amortization	(251,981)		N/A	(244,975)		N/A
Purchase option intangibles	3,568		N/A	3,568		N/A
Net intangible liabilities	$	99,571	8.8	$	106,566	9.7

______________________________

(1)     Amortization of above- and below-market lease intangibles is recorded as a decrease and an increase to revenues, respectively, in our Consolidated Statements of Income.

(2)     Amortization of lease intangibles is recorded in depreciation and amortization in our Consolidated Statements of Income.

N/A—Not Applicable.

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OTHER ASSETS (Tables)

6 Months Ended

Jun. 30, 2022

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Summary of Other Assets

The following is a summary of our other assets (dollars in thousands):

	As of June 30, 2022		As of December 31, 2021
Straight-line rent receivables	$	181,661	$	176,877
Non-mortgage loans receivable, net	24,191		19,024
Stock warrants	39,604		48,884
Other intangibles, net	6,842		7,270
Investment in unconsolidated operating entities	56,709		73,602
Other	266,570		239,412
Total other assets	$	575,577	$	565,069

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SENIOR NOTES PAYABLE AND OTHER DEBT (Tables)

6 Months Ended

Jun. 30, 2022

Debt Disclosure [Abstract]

Summary of Senior Notes Payable and Other Debt

The following is a summary of our senior notes payable and other debt (dollars in thousands):

	As of June 30, 2022		As of December 31, 2021
Unsecured revolving credit facility (1)	$	45,594	$	56,448
Commercial paper notes	335,300		280,000
Unsecured term loan due 2023	—		200,000
2.55% Senior Notes, Series D due 2023 (2)	213,642		217,667
3.50% Senior Notes due 2024	400,000		400,000
3.75% Senior Notes due 2024	400,000		400,000
4.125% Senior Notes, Series B due 2024 (2)	194,220		197,879
2.80% Senior Notes, Series E due 2024 (2)	466,128		474,909
Unsecured term loan due 2025 (2)	388,440		395,757
3.50% Senior Notes due 2025	600,000		600,000
2.65% Senior Notes due 2025	450,000		450,000
4.125% Senior Notes due 2026	500,000		500,000
3.25% Senior Notes due 2026	450,000		450,000
Unsecured term loan due 2027	500,000		—
2.45% Senior Notes, Series G due 2027 (2)	369,018		375,970
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		650,000
4.75% Senior Notes due 2030	500,000		500,000
2.50% Senior Notes due 2031	500,000		500,000
3.30% Senior Notes, Series H due 2031 (2)	233,064		237,454
6.90% Senior Notes due 2037 (3)	52,400		52,400
6.59% Senior Notes due 2038 (3)	22,823		22,823
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		300,000
Mortgage loans and other	2,422,866		2,431,831
Total	12,393,495		12,093,138
Deferred financing costs, net	(66,963)		(69,925)
Unamortized fair value adjustment	28,165		32,888
Unamortized discounts	(26,557)		(28,557)
Senior notes payable and other debt	$	12,328,140	$	12,027,544

______________________________

(1)As of June 30, 2022 and December 31, 2021, respectively, $23.3 million and $30.9 million of aggregate borrowings were denominated in Canadian dollars. Aggregate borrowings of $22.3 million and $25.6 million were denominated in British pounds as of June 30, 2022 and December 31, 2021, respectively.

(2)Canadian Dollar debt obligations shown in U.S. Dollars.

(3)Our 6.90% senior notes due 2037 are subject to repurchase at the option of the holders, at par, on October 1, 2027, and our 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.

Scheduled Maturities of Borrowing Arrangements and Other Provisions Excluding Capital Lease Obligations

As of June 30, 2022, our indebtedness had the following maturities (dollars in thousands):

	Principal Amount Due at Maturity		Unsecured Revolving Credit Facility and Commercial Paper Notes (1)		Scheduled Periodic Amortization		Total Maturities
2022	$	222,596	$	335,300	$	27,024	$	584,920
2023	489,206		—		42,970		532,176
2024	1,654,004		—		37,420		1,691,424
2025	2,039,042		45,594		31,454		2,116,090
2026	1,034,759		—		24,709		1,059,468
Thereafter	6,271,898		—		137,519		6,409,417
Total maturities	$	11,711,505	$	380,894	$	301,096	$	12,393,495

______________________________

(1)At June 30, 2022, we had $253.8 million of borrowings outstanding under our unsecured revolving credit facility and commercial paper program, net of $127.1 million of unrestricted cash and cash equivalents.

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FAIR VALUES OF FINANCIAL INSTRUMENTS (Tables)

6 Months Ended

Jun. 30, 2022

Fair Value Disclosures [Abstract]

Carrying Amounts and Fair Values of Financial Instruments

The carrying amounts and fair values of our financial instruments were as follows (dollars in thousands):

	As of June 30, 2022				As of December 31, 2021
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Assets:
Cash and cash equivalents	$	127,073	$	127,073	$	149,725	$	149,725
Escrow deposits and restricted cash	48,958		48,958		46,872		46,872
Stock warrants	39,604		39,604		48,884		48,884
Secured mortgage loans and other, net	488,611		458,700		488,913		478,931
Non-mortgage loans receivable, net (1)	24,191		23,435		19,024		19,039
Government-sponsored pooled loan investments, net	41,019		41,019		41,213		41,213
Derivative instruments (1)	19,757		19,757		1,128		1,128
Liabilities:
Senior notes payable and other debt, gross	12,393,495		11,834,464		12,093,138		12,891,937
Derivative instruments (2)	—		—		12,290		12,290
Redeemable OP Units	182,512		182,512		182,112		182,112

______________________________

(1)Included in other assets on our Consolidated Balance Sheets.

(2)Included in accounts payable and other liabilities on our Consolidated Balance Sheets.

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STOCKHOLDERS' EQUITY (Tables)

6 Months Ended

Jun. 30, 2022

Equity [Abstract]

Accumulated Other Comprehensive Income

The following is a summary of our accumulated other comprehensive loss (dollars in thousands):

	As of June 30, 2022		As of December 31, 2021
Foreign currency translation loss	$	(74,852)	$	(56,227)
Unrealized (loss) gain on available for sale securities	(281)		1,836
Unrealized gain (loss) on derivative instruments	18,778		(10,129)
Total accumulated other comprehensive loss	$	(56,355)	$	(64,520)

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EARNINGS PER SHARE (Tables)

6 Months Ended

Jun. 30, 2022

Earnings Per Share [Abstract]

Computation of Basic and Diluted Earnings Per Common Share

The following table shows the amounts used in computing our basic and diluted earnings per share (in thousands, except per share amounts):

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2022		2021		2022		2021
Numerator for basic and diluted earnings per share:
(Loss) income from continuing operations	$	(41,202)	$	88,288	$	(610)	$	32,890
Net (loss) income	(41,202)		88,288		(610)		32,890
Net income attributable to noncontrolling interests	1,214		1,897		3,074		3,708
Net (loss) income attributable to common stockholders	$	(42,416)	$	86,391	$	(3,684)	$	29,182
Denominator:
Denominator for basic earnings per share—weighted average shares	399,592		375,067		399,445		374,869
Effect of dilutive securities:
Stock options	41		58		33		34
Restricted stock awards	376		328		398		304
OP unitholder interests	3,517		2,954		3,517		2,954
Denominator for diluted earnings per share—adjusted weighted average shares	403,526		378,408		403,393		378,161
Basic earnings per share:
(Loss) income from continuing operations	$	(0.10)	$	0.24	$	—	$	0.09
Net (loss) income attributable to common stockholders	(0.11)		0.23		(0.01)		0.08
Diluted earnings per share: (1)
(Loss) income from continuing operations	$	(0.10)	$	0.23	$	—	$	0.09
Net (loss) income attributable to common stockholders	(0.11)		0.23		(0.01)		0.08

______________________________

(1)     Potential common shares are not included in the computation of diluted earnings per share when a loss from continuing operations exists as the effect would be an antidilutive per share amount.

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SEGMENT INFORMATION (Tables)

6 Months Ended

Jun. 30, 2022

Segment Reporting [Abstract]

Summary information by reportable business segment

Summary information by reportable business segment is as follows (dollars in thousands):

	For the Three Months Ended June 30, 2022
	SHOP		Office Operations		Triple-Net Leased Properties		Non-Segment		Total
Revenues:
Rental income	$	—	$	199,241	$	149,397	$	—	$	348,638
Resident fees and services	658,056		—		—		—		658,056
Office building and other services revenue	—		670		—		3,656		4,326
Income from loans and investments	—		—		—		10,752		10,752
Interest and other income	—		—		—		1,166		1,166
Total revenues	$	658,056	$	199,911	$	149,397	$	15,574	$	1,022,938
Total revenues	$	658,056	$	199,911	$	149,397	$	15,574	$	1,022,938
Less:
Interest and other income	—		—		—		1,166		1,166
Property-level operating expenses	507,446		63,328		3,585		—		574,359
Office building and other services costs	—		—		—		1,410		1,410
NOI	$	150,610	$	136,583	$	145,812	$	12,998	446,003
Interest and other income									1,166
Interest expense									(113,951)
Depreciation and amortization									(283,075)
General, administrative and professional fees									(32,915)
Loss on extinguishment of debt, net									(7)
Transaction expenses and deal costs									(13,078)
Allowance on loans receivable and investments									62
Other									(48,116)
Loss from unconsolidated entities									(1,047)
Loss on real estate dispositions									(34)
Income tax benefit									3,790
Loss from continuing operations									(41,202)
Net loss									(41,202)
Net income attributable to noncontrolling interests									1,214
Net loss attributable to common stockholders									$	(42,416)

	For the Three Months Ended June 30, 2021
	SHOP		Office Operations		Triple-Net Leased Properties		Non-Segment		Total
Revenues:
Rental income	$	—	$	200,388	$	159,223	$	—	$	359,611
Resident fees and services	535,952		—		—		—		535,952
Office building and other services revenue	—		2,540		—		2,841		5,381
Income from loans and investments	—		—		—		17,665		17,665
Interest and other income	—		—		—		585		585
Total revenues	$	535,952	$	202,928	$	159,223	$	21,091	$	919,194
Total revenues	$	535,952	$	202,928	$	159,223	$	21,091	$	919,194
Less:
Interest and other income	—		—		—		585		585
Property-level operating expenses	424,813		64,950		4,432		—		494,195
Office building and other services costs	—		658		—		—		658
NOI	$	111,139	$	137,320	$	154,791	$	20,506	423,756
Interest and other income									585
Interest expense									(110,051)
Depreciation and amortization									(250,700)
General, administrative and professional fees									(30,588)
Gain on extinguishment of debt, net									74
Transaction expenses and deal costs									(721)
Allowance on loans receivable and investments									59
Other									13,490
Income from unconsolidated entities									4,767
Gain on real estate dispositions									41,258
Income tax expense									(3,641)
Income from continuing operations									88,288
Net income									88,288
Net income attributable to noncontrolling interests									1,897
Net income attributable to common stockholders									$	86,391

	For the Six Months Ended June 30, 2022
	SHOP		Office Operations		Triple-Net Leased Properties		Non-Segment		Total
Revenues:
Rental income	$	—	$	399,781	$	300,958	$	—	$	700,739
Resident fees and services	1,309,177		—		—		—		1,309,177
Office building and other services revenue	—		1,287		—		6,988		8,275
Income from loans and investments	—		—		—		20,599		20,599
Interest and other income	—		—		—		1,702		1,702
Total revenues	$	1,309,177	$	401,068	$	300,958	$	29,289	$	2,040,492
Total revenues	$	1,309,177	$	401,068	$	300,958	$	29,289	$	2,040,492
Less:
Interest and other income	—		—		—		1,702		1,702
Property-level operating expenses	982,976		126,511		7,593		—		1,117,080
Office building and other services costs	—		—		—		2,723		2,723
NOI	$	326,201	$	274,557	$	293,365	$	24,864	918,987
Interest and other income									1,702
Interest expense									(224,745)
Depreciation and amortization									(572,139)
General, administrative and professional fees									(75,913)
Loss on extinguishment of debt, net									(7)
Transaction expenses and deal costs									(33,070)
Allowance on loans receivable and investments									116
Other									(20,926)
Loss from unconsolidated entities									(5,316)
Gain on real estate dispositions									2,421
Income tax benefit									8,280
Loss from continuing operations									(610)
Net loss									(610)
Net income attributable to noncontrolling interests									3,074
Net loss attributable to common stockholders									$	(3,684)

	For the Six Months Ended June 30, 2021
	SHOP		Office Operations		Triple-Net Leased Properties		Non-Segment		Total
Revenues:
Rental income	$	—	$	397,843	$	319,108	$	—	$	716,951
Resident fees and services	1,064,602		—		—		—		1,064,602
Office building and other services revenue	—		4,884		—		5,447		10,331
Income from loans and investments	—		—		—		36,675		36,675
Interest and other income	—		—		—		926		926
Total revenues	$	1,064,602	$	402,727	$	319,108	$	43,048	$	1,829,485
Total revenues	$	1,064,602	$	402,727	$	319,108	$	43,048	$	1,829,485
Less:
Interest and other income	—		—		—		926		926
Property-level operating expenses	842,642		128,896		9,257		—		980,795
Office building and other services costs	—		1,276		—		—		1,276
NOI	$	221,960	$	272,555	$	309,851	$	42,122	846,488
Interest and other income									926
Interest expense									(220,818)
Depreciation and amortization									(564,848)
General, administrative and professional fees									(70,897)
Loss on extinguishment of debt, net									(27,016)
Transaction expenses and deal costs									(5,338)
Allowance on loans receivable and investments									8,961
Other									22,918
Income from unconsolidated entities									4,517
Gain on real estate dispositions									43,791
Income tax expense									(5,794)
Income from continuing operations									32,890
Net income									32,890
Net income attributable to noncontrolling interests									3,708
Net income attributable to common stockholders									$	29,182

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DESCRIPTION OF BUSINESS (Details) $ in Millions	1 Months Ended	6 Months Ended
	Jul. 31, 2022 USD ($)	Jun. 30, 2022 USD ($) segment property tenant	Jun. 30, 2021 USD ($)
Real estate properties
Number of Properties Held for Sale		1,300
Number of Reportable Segments | segment		3
Largest tenants | tenant		3
COVID-19 Impact
Real estate properties
HHS Grants Received of Provider Relief Fund | $		$ 34.0	$ 13.6
COVID-19 Impact | Subsequent Event
Real estate properties
HHS Grants Received of Provider Relief Fund | $	$ 20.2
Brookdale Senior Living
Real estate properties
Number of Properties Held for Sale		121
Ardent
Real estate properties
Number of Properties Held for Sale		30
Kindred
Real estate properties
Number of Properties Held for Sale		29
Triple-Net Leased Properties
Real estate properties
Number of Properties Held for Sale		331
Seniors Housing Communities
Real estate properties
Number of Properties Held for Sale		557

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ACCOUNTING POLICIES - Schedule of VIEs (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Variable Interest Entity
Total Assets	$ 24,628,155	$ 24,717,786
Total Liabilities	13,742,219	13,491,743
Variable Interest Entity | NHP/PMB L.P.
Variable Interest Entity
Total Assets	756,063	749,834
Total Liabilities	260,217	251,352
Variable Interest Entity | Other identified VIEs
Variable Interest Entity
Total Assets	3,892,070	3,949,294
Total Liabilities	1,532,677	1,556,136
Variable Interest Entity | Tax credit VIEs
Variable Interest Entity
Total Assets	443,332	458,953
Total Liabilities	$ 82,126	$ 103,992

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ACCOUNTING POLICIES - Redeemable OP Unitholder and Noncontrolling Interest (Details) shares in Millions, $ in Millions	6 Months Ended
	Jun. 30, 2022 USD ($) shares	Dec. 31, 2021 USD ($)
Redeemable Noncontrolling Interest
Unit conversion factor for common stock	0.9051
Redeemable OP unitholder interest, fair value | $	$ 182.5	$ 182.1
NHP/PMB L.P. | Limited Partner | Class A
Redeemable Noncontrolling Interest
Limited partners' units outstanding	3.9
NHP/PMB L.P. | General Partner | Class B
Redeemable Noncontrolling Interest
General partners' units outstanding	7.5
NHP/PMB L.P. | Limited Partner | Class A
Redeemable Noncontrolling Interest
Percentage of limited partner ownership interest on total units outstanding	34.00%
NHP/PMB L.P. | General Partner | Class B
Redeemable Noncontrolling Interest
Percentage of general partner ownership interest on total units outstanding	66.00%

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ACCOUNTING POLICIES - Accounting for Historic and New Markets Tax Credits (Details)	Jun. 30, 2022 property
Real Estate
Number of Properties Held for Sale	1,300
Maximum of qualified investment potentially received as new market tax credit	39.00%
Amount of recapture per year historic tax credits are subject to one year after completion of project	20.00%
Amount of recapture new market tax credits are subject to until the end of the seventh year following the qualified investment	100.00%
Real estate properties that qualify for certain tax credits
Real Estate
Number of Properties Held for Sale	6

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ACCOUNTING POLICIES - Accounting for Real Estate Acquisitions (Details)	6 Months Ended
	Jun. 30, 2022
Building
Real Estate
Estimated remaining life (in years)	35 years

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ACCOUNTING POLICIES - Revenue Recognition (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Revenue from Contract with Customer [Abstract]
Straight-line rent receivables	$ 181,661
Straight-line rent receivables, net		$ 176,877

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CONCENTRATION OF CREDIT RISK - Narrative (Details)	6 Months Ended
	Jun. 30, 2022 property state province	Apr. 21, 2022 property	Mar. 31, 2022 property	Jul. 30, 2021 property
Concentration Risk
Number of real estate properties	1,300
Kindred
Concentration Risk
Number of real estate properties	29
Consolidated Seniors Housing Communities
Concentration Risk
Number of real estate properties	548
Triple-Net Leased Properties | LTAC | Kindred
Concentration Risk
Number of real estate properties			29
Triple-Net Leased Properties | LTAC | Kindred | Group 1
Concentration Risk
Number of real estate properties			6
Triple-Net Leased Properties | LTAC | Kindred | Group 2
Concentration Risk
Number of real estate properties			23
Atria | Senior Housing Communities
Concentration Risk
Number of Independent Third Party Managed Properties	255	92
Sunrise | Senior Housing Communities
Concentration Risk
Number of Independent Third Party Managed Properties	96
Atria and Sunrise | Consolidated Seniors Housing Communities
Concentration Risk
Number of real estate properties	347
Holiday Retirement | Senior Living Communities, Operations Transitioned
Concentration Risk
Number of Independent Third Party Managed Properties	91			26
Experienced Operators | Senior Living Communities, Operations Transitioned
Concentration Risk
Number of real estate properties	90
Customer Concentration Risk | Total Gross Book Value of Properties | Hospitals, Medical Office Building and Other
Concentration Risk
Concentration percentage	33.40%
Customer Concentration Risk | Total Gross Book Value of Properties | Triple-Net Leased Properties | Senior Housing Communities
Concentration Risk
Concentration percentage	12.70%
Customer Concentration Risk | Total Gross Book Value of Properties | SHOP | Senior Housing Communities
Concentration Risk
Concentration percentage	53.90%
Customer Concentration Risk | Total Gross Book Value of Properties | Atria
Concentration Risk
Concentration percentage	26.70%
Customer Concentration Risk | Total Gross Book Value of Properties | Sunrise
Concentration Risk
Concentration percentage	9.80%
Customer Concentration Risk | Total Gross Book Value of Properties | Brookdale Senior Living
Concentration Risk
Concentration percentage	7.70%
Customer Concentration Risk | Total Gross Book Value of Properties | Ardent
Concentration Risk
Concentration percentage	5.30%
Customer Concentration Risk | Total Gross Book Value of Properties | Kindred
Concentration Risk
Concentration percentage	0.80%
Geographic Concentration Risk
Concentration Risk
Number of states in which entity operates | state	47
Number of states accounting for more than 10% of total revenues and net operating income | state	1
Continuing revenues and NOI threshold	10.00%
Geographic Concentration Risk | CANADA
Concentration Risk
Number of Canadian provinces in which entity operates | province	7

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CONCENTRATION OF CREDIT RISK - Triple-Net Leased Properties (Details) - Customer Concentration Risk	3 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Revenues | Brookdale Senior Living
Concentration Risk
Concentration percentage	3.60%	4.10%
Revenues | Ardent
Concentration Risk
Concentration percentage	3.20%	3.40%
Revenues | Kindred
Concentration Risk
Concentration percentage	3.30%	3.60%
NOI | Brookdale Senior Living
Concentration Risk
Concentration percentage	8.40%	8.80%
NOI | Ardent
Concentration Risk
Concentration percentage	7.30%	7.40%
NOI | Kindred
Concentration Risk
Concentration percentage	7.60%	7.80%

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ACQUISITIONS OF REAL ESTATE PROPERTY (Narrative) (Details) $ in Millions	6 Months Ended
	Jun. 30, 2022 USD ($) property
Business Acquisition [Line Items]
Value of assets acquired | $	$ 395.3
Medical Office Buildings
Business Acquisition [Line Items]
Number of Real Estate Properties Acquired	18
Behavioral Health Center
Business Acquisition [Line Items]
Number of Real Estate Properties Acquired	1
Senior Housing Community
Business Acquisition [Line Items]
Number of Real Estate Properties Acquired	1
Research And Innovation Center
Business Acquisition [Line Items]
Number of Real Estate Properties Acquired	1

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DISPOSITIONS AND IMPAIRMENTS - DISPOSITIONS - (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022 USD ($) property	Jun. 30, 2021 USD ($)	Jun. 30, 2022 USD ($) property	Jun. 30, 2021 USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of real estate properties | property	1,300		1,300
(Loss) gain on real estate dispositions	$ (34)	$ 41,258	$ 2,421	$ 43,791
Impairment of real estate			26,900	97,100
Proceeds from real estate disposals			$ 6,171	$ 115,850
Triple-Net Leased Properties
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of real estate properties | property	331		331
Dispositions
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
(Loss) gain on real estate dispositions	$ 2,400
Proceeds from real estate disposals	$ 6,200
Dispositions | Land
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of real estate properties | property	1		1

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DISPOSITIONS AND IMPAIRMENTS - Real Estate Assets Held For Sale (Details) $ in Thousands	Jun. 30, 2022 USD ($) property	Dec. 31, 2021 USD ($) property
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of Properties Held for Sale | property	1,300
Assets held for sale	$ 31,768	$ 28,399
Liabilities related to assets held for sale	5,871	10,850
Office Operations
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Assets held for sale	8,981	3,435
Liabilities related to assets held for sale	1,778	1,529
SHOP
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Assets held for sale	22,787	24,964
Liabilities related to assets held for sale	$ 4,093	$ 9,321
Disposal Group, Held-for-sale, Not Discontinued Operations
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of Properties Held for Sale | property	5	4
Disposal Group, Held-for-sale, Not Discontinued Operations | Office Operations
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of Properties Held for Sale | property	3	2
Disposal Group, Held-for-sale, Not Discontinued Operations | SHOP
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of Properties Held for Sale | property	2	2

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LOANS RECEIVABLE AND INVESTMENTS - LOANS RECEIVABLE AND INVESTMENTS - (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Loans Receivable And Investments [Abstract]
Total loans receivable and investments, net, carrying amount	$ 553,821	$ 549,150

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LOANS RECEIVABLE AND INVESTMENTS (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Accounts, Notes, Loans and Financing Receivable
Debt Securities, Held-to-maturity, Allowance for Credit Loss	$ (5,271)	$ (5,394)
Debt securities, available-for-sale, unrealized gain	(281)	1,836
Non-mortgage loans receivable, net	24,191	19,024
Total loans receivable and investments, net, amortized cost	559,373	552,707
Total loans receivable and investments, net, carrying amount	553,821	549,150
Total loans receivable and investments, net, fair value	523,154	539,183
Non-mortgage loans receivable, net
Accounts, Notes, Loans and Financing Receivable
Debt Securities, Held-to-maturity, Allowance for Credit Loss	(5,271)	(5,394)
Non-mortgage loans receivable, amortized cost	29,462	24,418
Non-mortgage loans receivable, net, unrealized gain	0	0
Non-mortgage loans receivable, net	24,191	19,024
Non-mortgage loans receivable, fair value	23,435	19,039
Secured/mortgage loans and other, net
Accounts, Notes, Loans and Financing Receivable
Secured mortgage loans and other, net	488,611	488,913
Debt Securities, Held-to-maturity, Allowance for Credit Loss	0	0
Debt securities, held-to-maturity, accumulated unrecognized gain	0	0
Debt securities, held-to-maturity, fair value	458,700	478,931
Government-sponsored pooled loan investments, net
Accounts, Notes, Loans and Financing Receivable
Debt Securities, Held-to-maturity, Allowance for Credit Loss	0	0
Debt securities, available-for-sale, amortized cost	41,300	39,376
Debt securities, available-for-sale, unrealized gain	(281)	1,836
Government-sponsored pooled loan investments, net	41,019	41,213
Total investments reported as secured loans receivable and investments, net
Accounts, Notes, Loans and Financing Receivable
Debt Securities, Held-to-maturity, Allowance for Credit Loss	0	0
Debt securities, available-for-sale, unrealized gain	(281)	1,836
Debt securities, available-for-sale and held-to-maturity, amortized cost	529,911	528,289
Debt Securities, Available-for-sale and Held-to-maturity	529,630	530,126
Debt securities, Available-for-Sale and Held-to-Maturity, fair value	$ 499,719	$ 520,144

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INVESTMENTS IN UNCONSOLIDATED ENTITIES (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022 USD ($) board_member	Jun. 30, 2021 USD ($)	Jun. 30, 2022 USD ($) board_member	Jun. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)
Equity method investments
Total investments in unconsolidated real estate entities	$ 533,705		$ 533,705		$ 523,465
Management Service
Equity method investments
Management fees	$ 3,800	$ 3,000	$ 7,300	$ 5,700
Atria
Equity method investments
Ownership percentage	34.00%		34.00%
Number of board members appointed | board_member	2		2
Ardent
Equity method investments
Ownership percentage	9.80%		9.80%
Number of board members appointed | board_member	1		1
Unconsolidated Properties | Ventas Life Science & Healthcare Real Estate Fund
Equity method investments
Ownership percentage	21.90%		21.90%		21.10%
Total investments in unconsolidated real estate entities	$ 261,630		$ 261,630		$ 267,475
Unconsolidated Properties | Pension Fund Joint Venture
Equity method investments
Ownership percentage	22.90%		22.90%		22.90%
Total investments in unconsolidated real estate entities	$ 27,532		$ 27,532		$ 29,192
Unconsolidated Properties | Research & Innovation Development Joint Venture
Equity method investments
Ownership percentage	50.70%		50.70%		51.00%
Total investments in unconsolidated real estate entities	$ 239,478		$ 239,478		$ 221,363
Unconsolidated Properties | Ventas Investment Management Platform
Equity method investments
Total investments in unconsolidated real estate entities	528,640		528,640		518,030
Unconsolidated Properties | All other
Equity method investments
Total investments in unconsolidated real estate entities	$ 5,065		$ 5,065		$ 5,435
Unconsolidated Properties | All other | Minimum
Equity method investments
Ownership percentage	34.00%		34.00%		34.00%
Unconsolidated Properties | All other | Maximum
Equity method investments
Ownership percentage	50.00%		50.00%		50.00%

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INTANGIBLES (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Intangible assets:
Lease intangible assets	$ 1,361,671	$ 1,369,747
Goodwill	1,044,509	1,046,140
Accumulated amortization	(1,004,973)	(944,403)
Net intangible assets	$ 1,435,693	$ 1,506,001
Weighted Average Remaining Amortization Period in Years	7 years 3 months 18 days	7 years 1 month 6 days
Intangible liabilities:
Below-market lease intangibles	$ 334,486	$ 334,365
Other lease intangibles	13,498	13,608
Accumulated amortization	(251,981)	(244,975)
Purchase option intangibles	3,568	3,568
Net intangible liabilities	$ 99,571	$ 106,566
Below market leases, remaining weighted average amortization period (in years)	8 years 9 months 18 days	9 years 8 months 12 days
Net intangible liabilities, remaining weighted average amortization period (in years)	8 years 9 months 18 days	9 years 8 months 12 days
Above-market lease intangibles
Intangible assets:
Lease intangible assets	$ 129,160	$ 129,121
Weighted Average Remaining Amortization Period in Years	5 years 8 months 12 days	5 years 10 months 24 days
In-place and other lease intangibles
Intangible assets:
Lease intangible assets	$ 1,232,511	$ 1,240,626
Weighted Average Remaining Amortization Period in Years	7 years 4 months 24 days	7 years 2 months 12 days
Other intangibles
Intangible assets:
Other intangibles	$ 34,486	$ 34,517
Weighted Average Remaining Amortization Period in Years	6 years 1 month 6 days	6 years 6 months

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OTHER ASSETS (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions	Jun. 30, 2022	Dec. 31, 2021
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Straight-line rent receivables	$ 181,661
Straight-line rent receivables		$ 176,877
Non-mortgage loans receivable, net	24,191	19,024
Other intangibles, net	6,842	7,270
Investment in unconsolidated operating entities	56,709	73,602
Other	266,570	239,412
Total other assets	$ 575,577	$ 565,069
Brookdale Senior Living
Class of Warrant or Right [Line Items]
Number of securities called by warrants	16.3
Warrants, exercise price (usd per share)	$ 3.00

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SENIOR NOTES PAYABLE AND OTHER DEBT - Summary of Senior Notes Payables and Other Debt (Details) $ in Thousands, $ in Millions	Jun. 30, 2022 USD ($)	Jun. 30, 2022 CAD ($)	Mar. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Debt instruments
Commercial paper notes	$ 335,300			$ 280,000
Total	12,393,495			12,093,138
Deferred financing costs, net	(66,963)			(69,925)
Unamortized fair value adjustment	28,165			32,888
Unamortized discounts	(26,557)			(28,557)
Senior notes payable and other debt	12,328,140			12,027,544
Unsecured revolving credit facility | Revolving Credit Facility
Debt instruments
Fair value of amount outstanding	45,594			56,448
Unsecured revolving credit facility | Revolving Credit Facility | Borrowings Originally Denominated in CAD
Debt instruments
Mortgage loans and other	23,300			30,900
Unsecured revolving credit facility | Revolving Credit Facility | Borrowings Originally Denominated in GBP
Debt instruments
Mortgage loans and other	22,300			25,600
Unsecured term loan due 2023
Debt instruments
Unsecured term loan	$ 0		$ 200,000	200,000
2.55% Senior Notes, Series D due 2023
Debt instruments
Interest rate	2.55%	2.55%
Senior notes	$ 213,642			217,667
3.50% Senior Notes due 2024
Debt instruments
Interest rate	3.50%	3.50%
Senior notes	$ 400,000			400,000
3.75% Senior Notes due 2024
Debt instruments
Interest rate	3.75%	3.75%
Senior notes	$ 400,000			400,000
4.125% Senior Notes, Series B due 2024
Debt instruments
Interest rate	4.125%	4.125%
Senior notes	$ 194,220			197,879
2.80% Senior Notes, Series E due 2024
Debt instruments
Interest rate	2.80%	2.80%
Senior notes	$ 466,128			474,909
Unsecured Term Loan due 2025
Debt instruments
Unsecured term loan	$ 388,440	$ 500		395,757
3.50% Senior Notes due 2025
Debt instruments
Interest rate	3.50%	3.50%
Senior notes	$ 600,000			600,000
2.65% Senior Notes due 2025
Debt instruments
Interest rate	2.65%	2.65%
Senior notes	$ 450,000			450,000
4.125% Senior Notes due 2026
Debt instruments
Interest rate	4.125%	4.125%
Senior notes	$ 500,000			500,000
3.25% Senior Notes due 2026
Debt instruments
Interest rate	3.25%	3.25%
Senior notes	$ 450,000			450,000
Unsecured term loan due 2027
Debt instruments
Senior notes	500,000			0
Unsecured term loan	$ 500,000
2.45% Senior Notes, Series G Due 2027
Debt instruments
Interest rate	2.45%	2.45%
Senior notes	$ 369,018			375,970
3.85% Senior Notes due 2027
Debt instruments
Interest rate	3.85%	3.85%
Senior notes	$ 400,000			400,000
4.00% Senior Notes due 2028
Debt instruments
Interest rate	4.00%	4.00%
Senior notes	$ 650,000			650,000
4.40% Senior Notes due 2029
Debt instruments
Interest rate	4.40%	4.40%
Senior notes	$ 750,000			750,000
3.00% Senior Notes due 2030
Debt instruments
Interest rate	3.00%	3.00%
Senior notes	$ 650,000			650,000
4.75% Senior Notes due 2030
Debt instruments
Interest rate	4.75%	4.75%
Senior notes	$ 500,000			500,000
2.50% Senior Notes due 2031
Debt instruments
Interest rate	2.50%	2.50%
Senior notes	$ 500,000			500,000
3.30% Senior Notes, Series H Due 2031
Debt instruments
Interest rate	3.30%	3.30%
Senior notes	$ 233,064			237,454
6.90% Senior Notes due 2037
Debt instruments
Interest rate	6.90%	6.90%
Senior notes	$ 52,400			52,400
6.59% Senior Notes due 2038
Debt instruments
Interest rate	6.59%	6.59%
Senior notes	$ 22,823			22,823
5.70% Senior Notes due 2043
Debt instruments
Interest rate	5.70%	5.70%
Senior notes	$ 300,000			300,000
4.375% Senior Notes due 2045
Debt instruments
Interest rate	4.375%	4.375%
Senior notes	$ 300,000			300,000
4.875% Senior Notes due 2049
Debt instruments
Interest rate	4.875%	4.875%
Senior notes	$ 300,000			300,000
Mortgage loans and other
Debt instruments
Mortgage loans and other	$ 2,422,866			$ 2,431,831

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SENIOR NOTES PAYABLE AND OTHER DEBT - Indebtedness of Maturities (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Scheduled maturities of borrowing arrangements and other provisions excluding capital lease obligations
2022	$ 584,920
2023	532,176
2024	1,691,424
2025	2,116,090
2026	1,059,468
Thereafter	6,409,417
Total maturities	12,393,495	$ 12,093,138
Unrestricted cash and cash equivalents	127,073	$ 149,725
Unsecured Revolving Credit Facility and Commercial Paper
Scheduled maturities of borrowing arrangements and other provisions excluding capital lease obligations
2022	335,300
2023	0
2024	0
2025	45,594
2026	0
Thereafter	0
Total maturities	380,894
Remaining borrowing capacity	253,800
Principal Amount Due at Maturity
Scheduled maturities of borrowing arrangements and other provisions excluding capital lease obligations
2022	222,596
2023	489,206
2024	1,654,004
2025	2,039,042
2026	1,034,759
Thereafter	6,271,898
Total maturities	11,711,505
Scheduled Periodic Amortization
Scheduled maturities of borrowing arrangements and other provisions excluding capital lease obligations
2022	27,024
2023	42,970
2024	37,420
2025	31,454
2026	24,709
Thereafter	137,519
Total maturities	$ 301,096

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SENIOR NOTES PAYABLE AND OTHER DEBT - Credit Facilities, Commercial Paper and Unsecured Term Loans (Details) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2022 USD ($)	Mar. 31, 2022 USD ($)	Jun. 30, 2022 USD ($) period	Jun. 30, 2022 CAD ($)	Dec. 31, 2021 USD ($)
Debt instruments
Commercial paper program capacity	$ 1,000,000,000		$ 1,000,000,000
Commercial paper notes	335,300,000		335,300,000		$ 280,000,000
Unsecured debt | Revolving Credit Facility
Debt instruments
Maximum borrowing capacity	2,750,000,000		$ 2,750,000,000
Additional periods | period			2
Additional period term			6 months
Accordion feature of debt	3,750,000,000		$ 3,750,000,000
Remaining borrowing capacity	2,700,000,000		2,700,000,000
Fair value of amount outstanding	45,594,000		45,594,000		56,448,000
Letters of credit outstanding	25,000,000		$ 25,000,000
Unsecured debt | Revolving Credit Facility | LIBOR
Debt instruments
Variable interest rate			0.825%
Unsecured term loan due 2023
Debt instruments
Unsecured debt	0	$ 200,000,000	$ 0		200,000,000
Unsecured term loan due 2023 | LIBOR
Debt instruments
Variable interest rate		0.90%
Unsecured term loan due 2027
Debt instruments
Unsecured debt	500,000,000		500,000,000
Accordion feature limit	1,250,000,000		$ 1,250,000,000
Unsecured term loan due 2027 | Secured Overnight Financing Rate (SOFR)
Debt instruments
Variable interest rate			0.95%
Unsecured Term Loan due 2025
Debt instruments
Unsecured debt	$ 388,440,000		$ 388,440,000	$ 500	$ 395,757,000
Unsecured Term Loan due 2025 | Canadian Dollar Offered Rate (CDOR)
Debt instruments
Variable interest rate	0.90%

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SENIOR NOTES PAYABLE AND OTHER DEBT - Senior Notes (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Debt instruments
Loss on extinguishment of debt	$ 7	$ (74)	$ 7	$ 27,016
2.50% Senior Notes due 2031
Debt instruments
Senior notes	$ 500,000		$ 500,000		$ 500,000
Interest rate	2.50%		2.50%

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SENIOR NOTES PAYABLE AND OTHER DEBT - Mortgages (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Unamortized fair value adjustment	$ 28,165	$ 32,888

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FAIR VALUES OF FINANCIAL INSTRUMENTS (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Assets:
Cash and cash equivalents	$ 127,073	$ 149,725
Escrow deposits and restricted cash	48,958	46,872
Non-mortgage loans receivable, net	24,191	19,024
Liabilities:
Senior notes payable and other debt, gross	12,393,495	12,093,138
Redeemable OP Units, fair value	182,500	182,100
Non-mortgage loans receivable, net
Assets:
Non-mortgage loans receivable, net	24,191	19,024
Non-mortgage loans receivable, fair value	23,435	19,039
Secured/mortgage loans and other, net
Assets:
Secured mortgage loans and other, net	488,611	488,913
Debt securities, held-to-maturity, fair value	458,700	478,931
Government-sponsored pooled loan investments, net
Assets:
Government-sponsored pooled loan investments, net	41,019	41,213
Carrying Amount
Assets:
Cash and cash equivalents	127,073	149,725
Escrow deposits and restricted cash	48,958	46,872
Derivative instruments	19,757	1,128
Liabilities:
Derivative instruments	0	12,290
OP Units	182,512	182,112
Carrying Amount | Brookdale Senior Living
Assets:
Stock warrants	39,604	48,884
Carrying Amount | Non-mortgage loans receivable, net
Assets:
Non-mortgage loans receivable, net	24,191	19,024
Carrying Amount | Secured/mortgage loans and other, net
Assets:
Secured mortgage loans and other, net	488,611	488,913
Carrying Amount | Government-sponsored pooled loan investments, net
Assets:
Government-sponsored pooled loan investments, net	41,019	41,213
Fair Value
Assets:
Cash and cash equivalents, fair value	127,073	149,725
Escrow deposits and restricted cash	48,958	46,872
Derivative instruments	19,757	1,128
Liabilities:
Long-term debt and short-term borrowings, fair value	11,834,464	12,891,937
Derivative instruments	0	12,290
Redeemable OP Units, fair value	182,512	182,112
Fair Value | Brookdale Senior Living
Assets:
Stock warrants	39,604	48,884
Fair Value | Non-mortgage loans receivable, net
Assets:
Non-mortgage loans receivable, fair value	23,435	19,039
Fair Value | Secured/mortgage loans and other, net
Assets:
Debt securities, held-to-maturity, fair value	458,700	478,931
Fair Value | Government-sponsored pooled loan investments, net
Assets:
Government-sponsored pooled loan investments, net	$ 41,019	$ 41,213

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INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Valuation Allowance [Line Items]
Income tax benefit (expense)	$ 3,790	$ (3,641)	$ 8,280	$ (5,794)
Deferred income tax liabilities	46,613		46,613		$ 59,259
Deferred income tax assets, net	11,152		$ 11,152		$ 11,152
Internal Restructuring, Taxable REIT Subsidiaries
Valuation Allowance [Line Items]
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount	$ 2,000	$ 2,800		$ 3,400

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STOCKHOLDERS' EQUITY - Capital Stock (Details) $ in Billions	Jun. 30, 2022 USD ($)
At The Market Equity Offering Program
Equity offering [Line Items]
Equity offering program, remaining authorized offering amount	$ 1.0

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STOCKHOLDERS' EQUITY - Summary of Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Equity [Abstract]
Foreign currency translation loss	$ (74,852)	$ (56,227)
Unrealized (loss) gain on available for sale securities	(281)	1,836
Unrealized gain (loss) on derivative instruments	18,778	(10,129)
Total accumulated other comprehensive loss	$ (56,355)	$ (64,520)

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EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands		3 Months Ended		6 Months Ended
		Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Numerator for basic and diluted earnings per share:
(Loss) income from continuing operations		$ (41,202)	$ 88,288	$ (610)	$ 32,890
Net (loss) income		(41,202)	88,288	(610)	32,890
Net income attributable to noncontrolling interests		1,214	1,897	3,074	3,708
Net (loss) income attributable to common stockholders		$ (42,416)	$ 86,391	$ (3,684)	$ 29,182
Denominator:
Denominator for basic earnings per share—weighted average shares (in shares)		399,592	375,067	399,445	374,869
Effect of dilutive securities:
Stock options (in shares)		41	58	33	34
Restricted stock awards (in shares)		376	328	398	304
OP Unitholder Interests (in shares)		3,517	2,954	3,517	2,954
Denominator for diluted earnings per share—adjusted weighted average shares (in shares)		403,526	378,408	403,393	378,161
Basic earnings per share:
(Loss) income from continuing operations, basic (in usd per share)		$ (0.10)	$ 0.24	$ 0	$ 0.09
Net (loss) income attributable to common stockholders, basic (in usd per share)		(0.11)	0.23	(0.01)	0.08
Diluted earnings per share:
(Loss) income from continuing operations, diluted (in usd per share)	[1]	(0.10)	0.23	0	0.09
Net (loss) income attributable to common stockholders, diluted (in usd per share)	[1]	$ (0.11)	$ 0.23	$ (0.01)	$ 0.08

[1] Potential common shares are not included in the computation of diluted earnings per share when a loss from continuing operations exists as the effect would be an antidilutive per share amount.

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SEGMENT INFORMATION - Narrative (Details)	6 Months Ended
	Jun. 30, 2022 USD ($) segment
Segment Reporting [Abstract]
Number of reportable segments | segment	3
Intersegment sales and transfers | $	$ 0

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SEGMENT INFORMATION - Income Statement (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Revenues:
Rental income	$ 348,638	$ 359,611	$ 700,739	$ 716,951
Income from loans and investments	10,752	17,665	20,599	36,675
Interest and other income	1,166	585	1,702	926
Total revenues	1,022,938	919,194	2,040,492	1,829,485
Less:
Interest and other income	1,166	585	1,702	926
Property-level operating expenses	574,359	494,195	1,117,080	980,795
Office building and other services costs	1,410	658	2,723	1,276
NOI	446,003	423,756	918,987	846,488
Interest and other income	1,166	585	1,702	926
Interest expense	(113,951)	(110,051)	(224,745)	(220,818)
Depreciation and amortization	(283,075)	(250,700)	(572,139)	(564,848)
General, administrative and professional fees	(32,915)	(30,588)	(75,913)	(70,897)
Loss on extinguishment of debt, net	(7)	74	(7)	(27,016)
Transaction expenses and deal costs	(13,078)	(721)	(33,070)	(5,338)
Allowance on loans receivable and investments	62	59	116	8,961
Other	(48,116)	13,490	(20,926)	22,918
(Loss) income from unconsolidated entities	(1,047)	4,767	(5,316)	4,517
Loss on real estate dispositions	(34)	41,258	2,421	43,791
Income tax benefit (expense)	3,790	(3,641)	8,280	(5,794)
(Loss) income from continuing operations	(41,202)	88,288	(610)	32,890
Net (loss) income	(41,202)	88,288	(610)	32,890
Net income attributable to noncontrolling interests	1,214	1,897	3,074	3,708
Net (loss) income attributable to common stockholders	(42,416)	86,391	(3,684)	29,182
Resident fees and services
Revenues:
Other revenues	658,056	535,952	1,309,177	1,064,602
Office building and other services revenue
Revenues:
Other revenues	4,326	5,381	8,275	10,331
Operating Segments
Less:
Office building and other services costs			2,723
Operating Segments | Triple-Net Leased Properties
Revenues:
Rental income	149,397	159,223	300,958	319,108
Income from loans and investments	0	0	0	0
Interest and other income	0	0	0	0
Total revenues	149,397	159,223	300,958	319,108
Less:
Interest and other income	0	0	0	0
Property-level operating expenses	3,585	4,432	7,593	9,257
Office building and other services costs	0	0	0	0
NOI	145,812	154,791	293,365	309,851
Interest and other income	0	0	0	0
Operating Segments | Triple-Net Leased Properties | Resident fees and services
Revenues:
Other revenues	0	0	0	0
Operating Segments | Triple-Net Leased Properties | Office building and other services revenue
Revenues:
Other revenues	0	0	0	0
Operating Segments | SHOP
Revenues:
Rental income	0	0	0	0
Income from loans and investments	0	0	0	0
Interest and other income	0	0	0	0
Total revenues	658,056	535,952	1,309,177	1,064,602
Less:
Interest and other income	0	0	0	0
Property-level operating expenses	507,446	424,813	982,976	842,642
Office building and other services costs	0	0	0	0
NOI	150,610	111,139	326,201	221,960
Interest and other income	0	0	0	0
Operating Segments | SHOP | Resident fees and services
Revenues:
Other revenues	658,056	535,952	1,309,177	1,064,602
Operating Segments | SHOP | Office building and other services revenue
Revenues:
Other revenues	0	0	0	0
Operating Segments | Office Operations
Revenues:
Rental income	199,241	200,388	399,781	397,843
Income from loans and investments	0	0	0	0
Interest and other income	0	0	0	0
Total revenues	199,911	202,928	401,068	402,727
Less:
Interest and other income	0	0	0	0
Property-level operating expenses	63,328	64,950	126,511	128,896
Office building and other services costs	0	658	0	1,276
NOI	136,583	137,320	274,557	272,555
Interest and other income	0	0	0	0
Operating Segments | Office Operations | Resident fees and services
Revenues:
Other revenues	0	0	0	0
Operating Segments | Office Operations | Office building and other services revenue
Revenues:
Other revenues	670	2,540	1,287	4,884
Non-Segment
Revenues:
Rental income	0	0	0	0
Income from loans and investments	10,752	17,665	20,599	36,675
Interest and other income	1,166	585	1,702	926
Total revenues	15,574	21,091	29,289	43,048
Less:
Interest and other income	1,166	585	1,702	926
Property-level operating expenses	0	0	0	0
Office building and other services costs	1,410	0	2,723	0
NOI	12,998	20,506	24,864	42,122
Interest and other income	1,166	585	1,702	926
Non-Segment | Resident fees and services
Revenues:
Other revenues	0	0	0	0
Non-Segment | Office building and other services revenue
Revenues:
Other revenues	$ 3,656	$ 2,841	$ 6,988	$ 5,447

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SEGMENT INFORMATION - Capital Expenditures (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Segment Reporting Information
Total capital expenditures	$ 143,066	$ 116,744	$ 561,177	$ 205,225
Operating Segments | SHOP
Segment Reporting Information
Total capital expenditures	55,540	51,156	198,943	99,873
Operating Segments | Office Operations
Segment Reporting Information
Total capital expenditures	85,752	56,667	359,826	88,213
Operating Segments | Triple-Net Leased Properties
Segment Reporting Information
Total capital expenditures	$ 1,774	$ 8,921	$ 2,408	$ 17,139

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SEGMENT INFORMATION - Revenue and Net Real Estate Property (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Revenues:
Total revenues	$ 1,022,938	$ 919,194	$ 2,040,492	$ 1,829,485
Net Real Estate Property:
Total net real estate property	21,725,783		21,725,783		$ 21,816,838
United States
Revenues:
Total revenues	903,057	803,242	1,800,990	1,601,010
Net Real Estate Property:
Total net real estate property	18,581,304		18,581,304		18,562,738
Canada
Revenues:
Total revenues	112,809	108,342	224,953	213,375
Net Real Estate Property:
Total net real estate property	2,927,708		2,927,708		3,007,008
United Kingdom
Revenues:
Total revenues	7,072	$ 7,610	14,549	$ 15,100
Net Real Estate Property:
Total net real estate property	$ 216,771		$ 216,771		$ 247,092