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 March 31, 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 May 3, 2022, there were 399,695,507 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 March 31, 2022 and December 31, 2021	1
	Consolidated Statements of Income for the Three Months Ended March 31, 2022 and 2021	2
	Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2022 and 2021	3
	Consolidated Statements of Equity for the Three Months Ended March 31, 2022 and 2021	4
	Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2022 and 2021	5
	Notes to Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	48
Item 4.	Controls and Procedures	50
PART II—OTHER INFORMATION
Item 1.	Legal Proceedings	51
Item 1A.	Risk Factors	51
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	51
Item 5.	Other Information	51
Item 6.	Exhibits	52

PART I—FINANCIAL INFORMATION

ITEM 1.    CONSOLIDATED FINANCIAL STATEMENTS

VENTAS, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share amounts, unaudited)

	As of March 31, 2022		As of December 31, 2021
Assets
Real estate investments:
Land and improvements	$	2,452,474	$	2,432,065
Buildings and improvements	26,186,628		25,778,490
Construction in progress	275,896		269,315
Acquired lease intangibles	1,373,364		1,369,747
Operating lease assets	318,679		317,858
	30,607,041		30,167,475
Accumulated depreciation and amortization	(8,624,820)		(8,350,637)
Net real estate property	21,982,221		21,816,838
Secured loans receivable and investments, net	530,388		530,126
Investments in unconsolidated real estate entities	541,914		523,465
Net real estate investments	23,054,523		22,870,429
Cash and cash equivalents	149,599		149,725
Escrow deposits and restricted cash	49,848		46,872
Goodwill	1,045,663		1,046,140
Assets held for sale	26,231		28,399
Deferred income tax assets, net	11,152		11,152
Other assets	613,091		565,069
Total assets	$	24,950,107	$	24,717,786
Liabilities and equity
Liabilities:
Senior notes payable and other debt	$	12,413,743	$	12,027,544
Accrued interest	93,564		106,602
Operating lease liabilities	195,668		197,234
Accounts payable and other liabilities	1,079,596		1,090,254
Liabilities related to assets held for sale	8,411		10,850
Deferred income tax liabilities	52,750		59,259
Total liabilities	13,843,732		13,491,743
Redeemable OP unitholder and noncontrolling interests	313,685		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, 399,623 and 399,420 shares issued at March 31, 2022 and December 31, 2021, respectively	99,888		99,838
Capital in excess of par value	15,478,467		15,498,956
Accumulated other comprehensive loss	(59,296)		(64,520)
Retained earnings (deficit)	(4,821,653)		(4,679,889)
Treasury stock, 0 shares at both March 31, 2022 and December 31, 2021	—		—
Total Ventas stockholders’ equity	10,697,406		10,854,385
Noncontrolling interests	95,284		91,375
Total equity	10,792,690		10,945,760
Total liabilities and equity	$	24,950,107	$	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 March 31,
	2022		2021
Revenues
Rental income:
Triple-net leased	$	151,561	$	159,885
Office	200,540		197,455
	352,101		357,340
Resident fees and services	651,121		528,650
Office building and other services revenue	3,949		4,950
Income from loans and investments	9,847		19,010
Interest and other income	536		341
Total revenues	1,017,554		910,291
Expenses
Interest	110,794		110,767
Depreciation and amortization	289,064		314,148
Property-level operating expenses:
Senior living	475,530		417,829
Office	63,183		63,946
Triple-net leased	4,008		4,825
	542,721		486,600
Office building and other services costs	1,313		618
General, administrative and professional fees	42,998		40,309
Loss on extinguishment of debt, net	—		27,090
Transaction expenses and deal costs	19,992		4,617
Allowance on loans receivable and investments	(54)		(8,902)
Other	(27,190)		(9,428)
Total expenses	979,638		965,819
Income (loss) before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests	37,916		(55,528)
Loss from unconsolidated entities	(4,269)		(250)
Gain on real estate dispositions	2,455		2,533
Income tax benefit (expense)	4,490		(2,153)
Income (loss) from continuing operations	40,592		(55,398)
Net income (loss)	40,592		(55,398)
Net income attributable to noncontrolling interests	1,860		1,811
Net income (loss) attributable to common stockholders	$	38,732	$	(57,209)
Earnings per common share
Basic:
Income (loss) from continuing operations	$	0.10	$	(0.15)
Net income (loss) attributable to common stockholders	0.10		(0.15)
Diluted 1:
Income (loss) from continuing operations	$	0.10	$	(0.15)
Net income (loss) attributable to common stockholders	0.10		(0.15)

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 March 31,
	2022		2021
Net income (loss)	$	40,592	$	(55,398)
Other comprehensive income:
Foreign currency translation loss	(9,313)		(16)
Unrealized loss on available for sale securities	(588)		(4,617)
Unrealized gain on derivative instruments	19,036		9,406
Total other comprehensive income	9,135		4,773
Comprehensive income (loss)	49,727		(50,625)
Comprehensive income attributable to noncontrolling interests	5,772		4,726
Comprehensive income (loss) attributable to common stockholders	$	43,955	$	(55,351)

See accompanying notes.

3

VENTAS, INC.

CONSOLIDATED STATEMENTS OF EQUITY

For the Three Months Ended March 31, 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 income	—		—		—		38,732		—		38,732		1,860		40,592
Other comprehensive income	—		—		5,224		—		—		5,224		3,911		9,135
Net change in noncontrolling interests	—		858		—		—		—		858		(1,862)		(1,004)
Dividends to common stockholders—$0.45 per share	—		—		—		(180,496)		—		(180,496)		—		(180,496)
Issuance of common stock for stock plans, restricted stock grants and other	50		15,290		—		—		—		15,340		—		15,340
Adjust redeemable OP unitholder interests to current fair value	—		(36,637)		—		—		—		(36,637)		—		(36,637)
Balance at March 31, 2022	$	99,888	$	15,478,467	$	(59,296)	$	(4,821,653)	$	—	$	10,697,406	$	95,284	$	10,792,690
Balance at January 1, 2021	$	93,635	$	14,171,262	$	(54,354)	$	(4,030,376)	$	—	$	10,180,167	$	98,024	$	10,278,191
Net (loss) income	—		—		—		(57,209)		—		(57,209)		1,811		(55,398)
Other comprehensive income	—		—		1,857		—		—		1,857		2,916		4,773
Net change in noncontrolling interests	—		3,435		—		—		—		3,435		(1,286)		2,149
Dividends to common stockholders—$0.45 per share	—		47		—		(169,416)		—		(169,369)		—		(169,369)
Issuance of common stock for stock plans, restricted stock grants and other	115		24,882		—		—		(789)		24,208		—		24,208
Adjust redeemable OP unitholder     interests to current fair value	—		(12,918)		—		—		—		(12,918)		—		(12,918)
Redemption of OP Units	—		(16)		—		—		—		(16)		—		(16)
Balance at March 31, 2021	$	93,750	$	14,186,692	$	(52,497)	$	(4,257,001)	$	(789)	$	9,970,155	$	101,465	$	10,071,620

See accompanying notes.

4

VENTAS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands, unaudited)

	For the Three Months Ended March 31,
	2022		2021
Cash flows from operating activities:
Net income (loss)	$	40,592	$	(55,398)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	289,064		314,148
Amortization of deferred revenue and lease intangibles, net	(17,401)		(14,766)
Other non-cash amortization	3,109		5,272
Allowance on loans receivable and investments	(54)		(8,902)
Stock-based compensation	15,796		16,072
Straight-lining of rental income	(3,841)		(3,863)
Loss on extinguishment of debt, net	—		27,090
Gain on real estate dispositions	(2,455)		(2,533)
Gain on real estate loan investments	—		(74)
Income tax (benefit) expense	(5,805)		503
Loss from unconsolidated entities	4,269		250
Distributions from unconsolidated entities	4,356		3,897
Other	(24,324)		(14,379)
Changes in operating assets and liabilities:
Increase in other assets	(18,177)		(5,100)
Decrease in accrued interest	(13,201)		(20,234)
Increase (decrease) in accounts payable and other liabilities	2,625		(4,390)
Net cash provided by operating activities	274,553		237,593
Cash flows from investing activities:
Net investment in real estate property	(343,792)		(210)
Investment in loans receivable	(5,117)		(186)
Proceeds from real estate disposals	6,124		8,083
Proceeds from loans receivable	177		16,419
Development project expenditures	(37,591)		(58,598)
Capital expenditures	(36,728)		(29,674)
Investment in unconsolidated entities	(23,790)		(38,452)
Insurance proceeds for property damage claims	3,391		6
Net cash used in investing activities	(437,326)		(102,612)
Cash flows from financing activities:
Net change in borrowings under revolving credit facilities	(9,867)		5,144
Net change in borrowings under commercial paper program	356,674		214,978
Proceeds from debt	70,029		31,157
Repayment of debt	(65,000)		(445,050)
Purchase of noncontrolling interests	(170)		—
Payment of deferred financing costs	(427)		(17,343)
Issuance of common stock, net	—		11,075
Cash distribution to common stockholders	(180,021)		(168,763)
Cash distribution to redeemable OP unitholders	(1,534)		(1,842)
Cash issued for redemption of OP Units	—		(25)
Contributions from noncontrolling interests	19		5
Distributions to noncontrolling interests	(3,983)		(2,653)
Proceeds from stock option exercises	5,794		2,106
Other	(6,132)		(5,856)
Net cash provided by (used in) financing activities	165,382		(377,067)
Net increase (decrease) in cash, cash equivalents and restricted cash	2,609		(242,086)
Effect of foreign currency translation	241		658
Cash, cash equivalents and restricted cash at beginning of period	196,597		451,640
Cash, cash equivalents and restricted cash at end of period	$	199,447	$	210,212

See accompanying notes.

5

VENTAS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(In thousands, unaudited)

	For the Three Months Ended March 31,
	2022		2021
Supplemental schedule of non-cash activities:
Assets acquired and liabilities assumed from acquisitions and other:
Real estate investments	$	3,171	$	468
Other assets	47		—
Other liabilities	2,624		—
Deferred income tax liability	594		—
Noncontrolling interests	—		468

See accompanying notes.

6

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 March 31, 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 living operations, which we also refer to as SHOP, 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 senior living operations reportable business segment.

As of March 31, 2022, we leased a total of 332 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 March 31, 2022.

As of March 31, 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 555 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 the COVID-19 Pandemic 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 both the COVID-19 pandemic itself, including actions taken to prevent the spread of the virus and its variants, and its extended consequences.

Accounting Considerations. We have not identified the COVID-19 pandemic, 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 March 31, 2022, we considered the effect of the pandemic 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 three months ended March 31, 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 senior living operations 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.

7

VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

During the three months ended March 31, 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.

Continuing Impact. The trajectory and future impact of the COVID-19 pandemic 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 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 the COVID-19 pandemic 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 months ended March 31, 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”).

8

VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(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 March 31, 2022				As of December 31, 2021
	Total Assets		Total Liabilities		Total Assets		Total Liabilities
NHP/PMB L.P.	$	752,970	$	250,825	$	749,834	$	251,352
Other identified VIEs	3,970,582		1,570,662		3,949,294		1,556,136
Tax credit VIEs	452,646		99,701		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.

9

VENTAS, INC.

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 March 31, 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 March 31, 2022 and December 31, 2021, the fair value of the OP Units was $217.2 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 March 31, 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 March 31, 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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VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(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.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(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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VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(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 March 31, 2022 and December 31, 2021, this cumulative excess totaled $180.0 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 Living Operations

Our resident agreements are accounted for as leases and we recognize resident fees and services, other than move-in fees, monthly as services are provided. We recognize move-in fees on a straight-line basis over the average resident stay.

Other

We recognize interest income from loans and investments, including discounts and premiums, using the effective interest method when collectability is reasonably assured. We apply the effective interest method on a loan-by-loan basis and recognize discounts and premiums as yield adjustments over the related loan term. We 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 Issued 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 March 31, 2022, Atria, Sunrise, Brookdale Senior Living, Ardent and Kindred managed or operated approximately 26.7%, 9.9%, 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 March 31, 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 12.8% and 54.2% of our consolidated real estate investments were senior housing communities included in the triple-net leased properties and senior living operations reportable business segments, respectively (excluding properties classified as held for sale as of March 31, 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 33.0%. Our consolidated properties were located in 47 states, the District of Columbia, seven Canadian provinces and the United Kingdom as of March 31, 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 for the three months ended March 31, 2022 and 2021. 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 March 31,
	2022		2021
Revenues (1):
Brookdale Senior Living	3.7	%	4.1	%
Ardent	3.2		3.5
Kindred	3.3		3.6
NOI (2):
Brookdale Senior Living	7.8	%	8.8	%
Ardent	6.8		7.5
Kindred	7.0		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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VENTAS, INC.

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. Unless extended, the lease term for six of the LTACs ends on April 30, 2023 (the “2023 Pool”) and the lease term for the remaining LTACs ends on April 30, 2025. Although Kindred has the right to renew each pool of LTACs for an additional lease term, we cannot assure you that Kindred will exercise its renewal option for either pool. Annual rent for the LTACs in the 2023 Pool for the 12-month period ending on March 31, 2022 was $31.9 million.

Senior Living Operations

As of March 31, 2022, Atria and Sunrise, collectively, provided comprehensive property management and accounting services with respect to 347 of our 546 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 March 31, 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 March 31, 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 living operations 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 first quarter of 2022, we acquired 18 MOBs leased to affiliates of Ardent and one behavioral health center, all of which are reported within our office operations segment, and one senior housing community, which is reported within our senior living operations segment, for an aggregate purchase price of $349.2 million.

Subsequent to March 31, 2022, we acquired one research and innovation center in Philadelphia, Pennsylvania for $46.1 million.

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VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 5—DISPOSITIONS AND IMPAIRMENTS

2022 Activity

During the three months ended March 31, 2022, we sold one vacant land parcel for $5.6 million and recognized a gain on the sale of this asset of $2.2 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 March 31, 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
Office Operations	2	3,098		1,558		2	3,435		1,529
Senior Living Operations	2	23,133		6,853		2	24,964		9,321
Total	4	$	26,231	$	8,411	4	$	28,399	$	10,850

Real Estate Impairment

We recognized impairments of $14.3 million and $78.5 million for the three months ended March 31, 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 our intent to hold the impaired assets or a change in the expected future cash flows of the subject properties.

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VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 6—LOANS RECEIVABLE AND INVESTMENTS

As of March 31, 2022 and December 31, 2021, we had $554.5 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 Gain		Carrying Amount		Fair Value
As of March 31, 2022:
Secured/mortgage loans and other, net	$	488,827	$	—	$	—	$	488,827	$	483,491
Government-sponsored pooled loan investments, net (1)	40,312		—		1,249		41,561		41,561
Total investments reported as secured loans receivable and investments, net	529,139		—		1,249		530,388		525,052
Non-mortgage loans receivable, net (2)	29,449		(5,333)		—		24,116		23,826
Total loans receivable and investments, net	$	558,588	$	(5,333)	$	1,249	$	554,504	$	548,878
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.

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VENTAS, INC.

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(Unaudited)

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

	Ownership as of (1)		Carrying Amount as of
	March 31, 2022	December 31, 2021	March 31, 2022		December 31, 2021
Investment in unconsolidated real estate entities:
Ventas Life Science & Healthcare Real Estate Fund	21.1%	21.1%	$	264,675	$	267,475
Pension Fund Joint Venture	22.9%	22.9%	28,248		29,192
Research & Innovation Development Joint Venture	51.1%	51.0%	244,115		221,363
Ventas Investment Management Platform			537,038		518,030
All other (2)	34.0%-50.0%	34.0%-50.0%	4,876		5,435
Total investments in unconsolidated real estate entities			$	541,914	$	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 $3.5 million and $2.7 million for the three months ended March 31, 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.

19

VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 8—INTANGIBLES

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

	As of March 31, 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)	$	129,118	5.8	$	129,121	5.9
In-place and other lease intangibles (2)	1,244,246		7.1	1,240,626		7.2
Goodwill	1,045,663		N/A	1,046,140		N/A
Other intangibles (2)	34,536		6.3	34,517		6.5
Accumulated amortization	(977,491)		N/A	(944,403)		N/A
Net intangible assets	$	1,476,072	7.0	$	1,506,001	7.1
Intangible liabilities:
Below-market lease intangibles (1)	$	334,347	9.5	$	334,365	9.7
Other lease intangibles	13,498		N/A	13,608		N/A
Accumulated amortization	(248,092)		N/A	(244,975)		N/A
Purchase option intangibles	3,568		N/A	3,568		N/A
Net intangible liabilities	$	103,321	9.5	$	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 March 31, 2022		As of December 31, 2021
Straight-line rent receivables	$	179,997	$	176,877
Non-mortgage loans receivable, net	24,116		19,024
Stock warrants	77,452		48,884
Other intangibles, net	7,072		7,270
Investment in unconsolidated operating entities	71,511		73,602
Other	252,943		239,412
Total other assets	$	613,091	$	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.

20

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 March 31, 2022		As of December 31, 2021
Unsecured revolving credit facility (1)	$	46,037	$	56,448
Commercial paper notes	636,948		280,000
Unsecured term loan due 2023	200,000		200,000
2.55% Senior Notes, Series D due 2023 (2)	220,018		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)	200,016		197,879
2.80% Senior Notes, Series E due 2024 (2)	480,038		474,909
Unsecured term loan due 2025 (2)	400,032		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
2.45% Senior Notes, Series G due 2027 (2)	380,030		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)	240,019		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	2,449,515		2,431,831
Total	12,477,876		12,093,138
Deferred financing costs, net	(67,022)		(69,925)
Unamortized fair value adjustment	30,581		32,888
Unamortized discounts	(27,692)		(28,557)
Senior notes payable and other debt	$	12,413,743	$	12,027,544

______________________________

(1)As of March 31, 2022 and December 31, 2021, respectively, $21.6 million and $30.9 million of aggregate borrowings were denominated in Canadian dollars. Aggregate borrowings of $24.4 million and $25.6 million were denominated in British pounds as of March 31, 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.

21

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 March 31, 2022, we had $2.7 billion of undrawn capacity on our unsecured revolving credit facility with $46.0 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 March 31, 2022, we had $636.9 million in borrowings outstanding under our commercial paper program.

As of March 31, 2022, we had a $200.0 million unsecured term loan priced at LIBOR plus 0.90% that matures in 2023. The term loan also includes an accordion feature that effectively permits us to increase our aggregate borrowings thereunder to up to $800.0 million, subject to the satisfaction of certain conditions.

As of March 31, 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 March 31, 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	$	342,600	$	636,948	$	40,477	$	1,020,025
2023	700,088		—		40,291		740,379
2024	1,666,791		—		34,504		1,701,295
2025	2,052,522		46,037		28,354		2,126,913
2026	1,036,035		—		21,441		1,057,476
Thereafter	5,713,952		—		117,836		5,831,788
Total maturities	$	11,511,988	$	682,985	$	282,903	$	12,477,876

______________________________

(1)At March 31, 2022, we had $533.4 million of borrowings outstanding under our unsecured revolving credit facility and commercial paper program, net of $149.6 million of unrestricted cash and cash equivalents.

22

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 March 31, 2022				As of December 31, 2021
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Assets:
Cash and cash equivalents	$	149,599	$	149,599	$	149,725	$	149,725
Escrow deposits and restricted cash	49,848		49,848		46,872		46,872
Stock warrants	77,452		77,452		48,884		48,884
Secured mortgage loans and other, net	488,827		483,491		488,913		478,931
Non-mortgage loans receivable, net (1)	24,116		23,826		19,024		19,039
Government-sponsored pooled loan investments, net	41,561		41,561		41,213		41,213
Derivative instruments (1)	10,410		10,410		1,128		1,128
Liabilities:
Senior notes payable and other debt, gross	12,477,876		12,518,899		12,093,138		12,891,937
Derivative instruments (2)	2,571		2,571		12,290		12,290
Redeemable OP Units	217,225		217,225		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 living operations, 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.

23

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 three months ended March 31, 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 March 31, 2022 and 2021 was a benefit of $4.5 million and an expense of $2.2 million, respectively. The income tax benefit for the three months ended March 31, 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 months ended March 31, 2021 was primarily due to a $2.8 million net deferred tax expense related to an internal restructuring of certain U.S. TRS entities.

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 $52.8 million and $59.3 million as of March 31, 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 March 31, 2022 and December 31, 2021, respectively, 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 three months ended March 31, 2022. As of March 31, 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 March 31, 2022		As of December 31, 2021
Foreign currency translation loss	$	(66,784)	$	(56,227)
Unrealized gain on available for sale securities	1,249		1,836
Unrealized gain (loss) on derivative instruments	6,239		(10,129)
Total accumulated other comprehensive loss	$	(59,296)	$	(64,520)

24

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 March 31,
	2022		2021
Numerator for basic and diluted earnings per share:
Income (loss) from continuing operations	$	40,592	$	(55,398)
Net income (loss)	40,592		(55,398)
Net income attributable to noncontrolling interests	1,860		1,811
Net income (loss) attributable to common stockholders	$	38,732	$	(57,209)
Denominator:
Denominator for basic earnings per share—weighted average shares	399,297		374,669
Effect of dilutive securities:
Stock options	25		16
Restricted stock awards	421		282
OP unitholder interests	3,517		2,955
Denominator for diluted earnings per share—adjusted weighted average shares	403,260		377,922
Basic earnings per share:
Income (loss) from continuing operations	$	0.10	$	(0.15)
Net income (loss) attributable to common stockholders	0.10		(0.15)
Diluted earnings per share: (1)
Income (loss) from continuing operations	$	0.10	$	(0.15)
Net income (loss) attributable to common stockholders	0.10		(0.15)

______________________________

(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 March 31, 2022, we operated through three reportable business segments: triple-net leased properties, senior living operations 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 senior living operations 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 segment NOI and related measures. We define segment NOI as total revenues, less interest and other income, property-level operating expenses and office building and other services costs. We consider segment NOI useful because it allows investors, analysts and our management to measure unlevered property-level operating results and to compare our operating results to the operating results of other real estate companies between periods on a consistent basis. In order to facilitate a clear understanding of our historical consolidated operating results, segment NOI should be examined in conjunction with net income attributable to common stockholders as presented in our Consolidated Financial Statements and other financial data included elsewhere in this

25

VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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 March 31, 2022
	Triple-Net Leased Properties		Senior Living Operations		Office Operations		Non-Segment		Total
Revenues:
Rental income	$	151,561	$	—	$	200,540	$	—	$	352,101
Resident fees and services	—		651,121		—		—		651,121
Office building and other services revenue	—		—		617		3,332		3,949
Income from loans and investments	—		—		—		9,847		9,847
Interest and other income	—		—		—		536		536
Total revenues	$	151,561	$	651,121	$	201,157	$	13,715	$	1,017,554
Total revenues	$	151,561	$	651,121	$	201,157	$	13,715	$	1,017,554
Less:
Interest and other income	—		—		—		536		536
Property-level operating expenses	4,008		475,530		63,183		—		542,721
Office building and other services costs	—		—		—		1,313		1,313
Segment NOI	$	147,553	$	175,591	$	137,974	$	11,866	472,984
Interest and other income									536
Interest expense									(110,794)
Depreciation and amortization									(289,064)
General, administrative and professional fees									(42,998)
Transaction expenses and deal costs									(19,992)
Allowance on loans receivable and investments									54
Other									27,190
Loss from unconsolidated entities									(4,269)
Gain on real estate dispositions									2,455
Income tax benefit									4,490
Income from continuing operations									40,592
Net income									40,592
Net income attributable to noncontrolling interests									1,860
Net income attributable to common stockholders									$	38,732

26

VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

	For the Three Months Ended March 31, 2021
	Triple-Net Leased Properties		Senior Living Operations		Office Operations		Non-Segment		Total
Revenues:
Rental income	$	159,885	$	—	$	197,455	$	—	$	357,340
Resident fees and services	—		528,650		—		—		528,650
Office building and other services revenue	—		—		2,345		2,605		4,950
Income from loans and investments	—		—		—		19,010		19,010
Interest and other income	—		—		—		341		341
Total revenues	$	159,885	$	528,650	$	199,800	$	21,956	$	910,291
Total revenues	$	159,885	$	528,650	$	199,800	$	21,956	$	910,291
Less:
Interest and other income	—		—		—		341		341
Property-level operating expenses	4,825		417,829		63,946		—		486,600
Office building and other services costs	—		—		618		—		618
Segment NOI	$	155,060	$	110,821	$	135,236	$	21,615	422,732
Interest and other income									341
Interest expense									(110,767)
Depreciation and amortization									(314,148)
General, administrative and professional fees									(40,309)
Loss on extinguishment of debt, net									(27,090)
Transaction expenses and deal costs									(4,617)
Allowance on loans receivable and investments									8,902
Other									9,428
Loss from unconsolidated entities									(250)
Gain on real estate dispositions									2,533
Income tax expense									(2,153)
Loss from continuing operations									(55,398)
Net loss									(55,398)
Net income attributable to noncontrolling interests									1,811
Net loss attributable to common stockholders									$	(57,209)

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 March 31,
Capital Expenditures:	2022		2021
Triple-Net Leased Properties	$	634	$	8,218
Senior Living Operations	143,403		48,717
Office Operations	274,074		31,547
Total capital expenditures	$	418,111	$	88,482

27

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 March 31,
Revenues:	2022		2021
United States	$	897,933	$	797,768
Canada	112,144		105,033
United Kingdom	7,477		7,490
Total revenues	$	1,017,554	$	910,291

Net Real Estate Property:	As of March 31, 2022		As of December 31, 2021
United States	$	18,718,109	$	18,562,738
Canada	3,027,276		3,007,008
United Kingdom	236,836		247,092
Total net real estate property	$	21,982,221	$	21,816,838

28

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 (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 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 the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (the “2021 Annual Report”).

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. (“New Senior”); (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; (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 or as a result of changes in interest rates and 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 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.

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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 March 31, 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 living operations, which we also refer to as SHOP, 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 senior living operations reportable business segment.

As of March 31, 2022, we leased a total of 332 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 March 31, 2022.

As of March 31, 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 555 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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First Quarter 2022 Highlights

Continuing Impact of and Response to the COVID-19 Pandemic 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 both the COVID-19 pandemic itself, including actions taken to prevent the spread of the virus and its variants, and its extended consequences. The trajectory and future impact of the COVID-19 pandemic remains highly uncertain. The extent of the pandemic’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 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 the COVID-19 pandemic on our business, results of operations, financial condition and cash flows.

Investments and Dispositions

•During the first quarter of 2022, we acquired 18 MOBs leased to affiliates of Ardent, one behavioral health center and one senior housing community for an aggregate purchase price of $349.2 million. In April, we acquired one research and innovation center in Philadelphia, Pennsylvania for $46.1 million.

•During the first quarter of 2022, we sold one vacant land parcel for $5.6 million and recognized a gain on the sale of $2.2 million.

Other Items

•During the first quarter of 2022, we received $34.0 million in grants in connection with our Phase 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 senior living operations segment to partially mitigate losses attributable to COVID-19.

•Subsequent to March 31, 2022, Ventas and Sunrise 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.

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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 March 31, 2022		As of December 31, 2021
Investment mix by asset type (1):
Senior housing communities	67.0	%	67.4	%
MOBs	17.7		17.1
Life science, research and innovation centers	6.6		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	9.9		10.0
Brookdale Senior Living	7.7		7.8
Le Groupe Maurice	7.3		7.3
Ardent	5.3		4.7
Kindred	0.8		1.0
All other	42.3		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.

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	For the Three Months Ended March 31,
	2022		2021
Operations mix by tenant and operator and business model:
Revenues (1):
Senior living operations	64.0	%	58.3	%
Brookdale Senior Living (2)	3.7		4.1
Kindred	3.3		3.6
Ardent	3.2		3.5
All others	25.8		30.5
Total	100.0	%	100.0	%
Net operating income (“NOI”):
Senior living operations	37.1	%	26.6	%
Brookdale Senior Living (2)	7.8		8.8
Kindred	7.0		7.8
Ardent	6.8		7.5
All others	41.3		49.3
Total	100.0	%	100.0	%
Operations mix by geographic location (3):
California	15.0	%	15.4	%
New York	7.4		7.7
Texas	6.6		6.0
Pennsylvania	4.8		4.6
North Carolina	4.4		3.7
All others	61.8		62.6
Total	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 senior living operations 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 three months ended March 31, 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 March 31, 2022, we operated through three reportable business segments: triple-net leased properties, senior living operations 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 senior living operations 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 segment net operating income (“NOI”) and related measures. For further information regarding our reportable business segments and a discussion of our definition of segment 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 March 31, 2022 and 2021

The table below shows our results of operations for the three months ended March 31, 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 March 31,				(Decrease) Increase to Net Income
	2022		2021		$		%
Segment NOI:
Triple-net leased properties	$	147,553	$	155,060	$	(7,507)	(4.8)	%
Senior living operations	175,591		110,821		64,770		58.4
Office operations	137,974		135,236		2,738		2.0
Non-segment	11,866		21,615		(9,749)		(45.1)
Total segment NOI	472,984		422,732		50,252		11.9
Interest and other income	536		341		195		57.2
Interest expense	(110,794)		(110,767)		(27)		—
Depreciation and amortization	(289,064)		(314,148)		25,084		8.0
General, administrative and professional fees	(42,998)		(40,309)		(2,689)		(6.7)
Loss on extinguishment of debt, net	—		(27,090)		27,090		100.0
Transaction expenses and deal costs	(19,992)		(4,617)		(15,375)		nm
Allowance on loans receivable and investments	54		8,902		(8,848)		(99.4)
Other	27,190		9,428		17,762		nm
Income (loss) before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests	37,916		(55,528)		93,444		nm
Loss from unconsolidated entities	(4,269)		(250)		(4,019)		nm
Gain on real estate dispositions	2,455		2,533		(78)		(3.1)
Income tax benefit (expense)	4,490		(2,153)		6,643		nm
Income (loss) from continuing operations	40,592		(55,398)		95,990		nm
Net income (loss)	40,592		(55,398)		95,990		nm
Net income attributable to noncontrolling interests	1,860		1,811		(49)		(2.7)
Net income (loss) attributable to common stockholders	$	38,732	$	(57,209)	$	95,941	nm

______________________________

nm - not meaningful

Segment 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 March 31, 2022 (dollars in thousands):

	For the Three Months Ended March 31,				(Decrease) Increase to Segment NOI
	2022		2021		$		%
Segment NOI—Triple-Net Leased Properties:
Rental income	$	151,561	$	159,885	$	(8,324)	(5.2)	%
Less: Property-level operating expenses	(4,008)		(4,825)		817		16.9
Segment NOI	$	147,553	$	155,060	$	(7,507)	(4.8)

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.

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The segment NOI decrease in our triple-net leased portfolio was primarily driven by rental income from communities that were transitioned to our senior housing operating portfolio or sold prior to the first quarter of 2022, partially offset by an increase in rental income for one property acquired after the first quarter of 2021.

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 related to the triple-net leased properties we owned at March 31, 2022 and 2021 for the fourth quarter of 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 March 31, 2022	Average Occupancy for the Three Months Ended December 31, 2021	Number of Properties Owned at March 31, 2021	Average Occupancy for the Three Months Ended December 31, 2020
Senior housing communities	261	75.2%	284	79.2%
SNFs	16	79.5	16	79.7
IRFs and LTACs	35	57.0	35	57.2

Declines in occupancy are primarily the result of COVID-19 impacts to senior housing and SNF operations.    

The following table compares results of operations for our 331 same-store triple-net leased properties. 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 (dollars in thousands).

	For the Three Months Ended March 31,				(Decrease) Increase to Segment NOI
	2022		2021		$		%
Same-Store Segment NOI—Triple-Net Leased Properties:
Rental income	$	149,371	$	149,428	$	(57)	—	%
Less: Property-level operating expenses	(3,798)		(3,834)		36		0.9
Segment NOI	$	145,573	$	145,594	$	(21)	—

Segment NOI in our same-store triple-net leased portfolio was flat during the first quarter of 2022 as compared to the same period in 2021 driven by contractual escalators offset by reduced payments from select senior housing tenants due to the continued pandemic impact.

Segment NOI—Senior Living Operations

The following table summarizes results of operations in our senior living operations reportable business segment, including assets sold or classified as held for sale as of March 31, 2022 (dollars in thousands):

	For the Three Months Ended March 31,				Increase (Decrease) to Segment NOI
	2022		2021		$		%
Segment NOI—Senior Living Operations:
Resident fees and services	$	651,121	$	528,650	$	122,471	23.2	%
Less: Property-level operating expenses	(475,530)		(417,829)		(57,701)		(13.8)
Segment NOI	$	175,591	$	110,821	$	64,770	58.4

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	Number of Properties at March 31,		Average Unit Occupancy for the Three Months Ended March 31,				Average Monthly Revenue Per Occupied Room For the Three Months Ended March 31,
	2022	2021	2022		2021		2022		2021
Total communities	546	439	80.0	%	76.3	%	$	4,373	$	4,649

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 senior living operations reportable business segment include labor, food, utilities, marketing, management and other costs of operating the properties. For senior housing communities in our senior living operations 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 increase in our senior living operations reportable business segment NOI was primarily driven by 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, net of management fees of $1.1 million, and $13.6 million, respectively.

The following table compares results of operations for our 321 same-store senior living operating communities (dollars in thousands):

	For the Three Months Ended March 31,				Increase (Decrease) to Segment NOI
	2022		2021		$		%
Same-Store Segment NOI—Senior Living Operations:
Resident fees and services	$	479,716	$	436,890	$	42,826	9.8	%
Less: Property-level operating expenses	(344,704)		(329,563)		(15,141)		(4.6)
Segment NOI	$	135,012	$	107,327	$	27,685	25.8

	Number of Properties at March 31,		Average Unit Occupancy for the Three Months Ended March 31,				Average Monthly Revenue Per Occupied Room For the Three Months Ended March 31,
	2022	2021	2022		2021		2022		2021
Same-store communities	321	321	83.0	%	78.8	%	$	4,821	$	4,625

The increase in our same-store senior living operations reportable business segment NOI was primarily driven by an overall increase in occupancy and revenue per occupied room from strong in place resident rate increases in the U.S. and improving re-leasing spreads as well as higher HHS grants received, which are reflected as a reduction in property-level operating expenses, partially offset by higher operating expenses, driven by macro inflationary impacts including 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, net of management fees of $1.1 million, and $7.6 million, respectively.

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Segment 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 March 31, 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 March 31,				Increase (Decrease) to Segment NOI
	2022		2021		$		%
Segment NOI—Office Operations:
Rental income	$	200,540	$	197,455	$	3,085	1.6	%
Office building and other services revenue	617		2,345		(1,728)		(73.7)
Total revenues	201,157		199,800		1,357		0.7
Less:
Property-level operating expenses	(63,183)		(63,946)		763		1.2
Office building and other services costs	—		(618)		618		100.0
Segment NOI	$	137,974	$	135,236	$	2,738	2.0

	Number of Properties at March 31,		Occupancy at March 31,				Annualized Average Rent Per Occupied Square Foot for the Three Months Ended March 31,
	2022	2021	2022		2021		2022		2021
Total office buildings	361	373	90.5	%	89.3	%	$	36	$	34

The increase in office operations reportable business segment NOI for the three months ended March 31, 2022 compared to the same period in 2021 was primarily due to successful new leasing, sustained tenant retention, improved parking revenues, revenues from exiting tenants and the acquisitions of 18 MOBs and one behavioral health center during the first quarter of 2022, partially offset by dispositions of non-core assets during 2021.

The following table compares results of operations for our 332 same-store office buildings (dollars in thousands):

	For the Three Months Ended March 31,				Increase (Decrease) to Segment NOI
	2022		2021		$		%
Same-Store Segment NOI—Office Operations:
Rental income	$	192,093	$	180,307	$	11,786	6.5	%
Less: Property-level operating expenses	(59,811)		(56,753)		(3,058)		(5.4)
Segment NOI	$	132,282	$	123,554	$	8,728	7.1

	Number of Properties at March 31,		Occupancy at March 31,				Annualized Average Rent Per Occupied Square Foot for the Three Months Ended March 31,
	2022	2021	2022		2021		2022		2021
Same-store office buildings	332	332	91.8	%	91.5	%	$	37	$	35

The increase in our same-store office operations reportable business segment NOI for the three months ended March 31, 2022 over the same period in 2021 was primarily due to contractual rent escalators, successful new leasing, sustained tenant retention, improved parking income and revenues from exiting tenants.

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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 $9.7 million decrease in non-segment NOI for the three months ended March 31, 2022 over the same period in 2021 was primarily due to lower income from loans receivable investments as a result of repayments during the course of 2021 of loan investments held by the Company.

Company Results

Interest Expense

Interest expense was relatively flat for the three months ended March 31, 2022 compared to the same period in 2021 due to an increase of $3.1 million from an increased debt balance and $0.6 million of lower capitalized interest, offset by a decrease of $3.7 million due to a lower interest rate. Our weighted average effective interest rate was 3.49% and 3.62% for the three months ended March 31, 2022 and 2021, respectively. Capitalized interest for the three months ended March 31, 2022 and 2021 was $2.5 million and $3.1 million, respectively.

Depreciation and Amortization

The $25.1 million decrease in depreciation and amortization expense was primarily due to $78.5 million of impairments recognized in the first quarter of 2021 for properties sold or classified as held for sale, partially offset by $41.9 million of depreciation on assets acquired from New Senior, and $14.3 million of impairments recognized in the first quarter of 2022.

General, Administrative and Professional Fees

The $2.7 million increase in general, administrative and professional fees was primarily due to the inclusion of a portion of New Senior’s overhead and the return to a more normalized business environment.

Loss on Extinguishment of Debt, Net

The $27.1 million decrease in loss on extinguishment of debt, net is primarily related to the first quarter 2021 make whole redemption for the entirety of the $400.0 million aggregate principal amount of 3.10% seniors notes due January 2023.

Transaction Expenses and Deal Costs

The $15.4 million increase in transaction expenses and deal costs was primarily due to $12.0 million of costs incurred in connection with stockholder relations matters as well as costs associated with operator transitions.

Allowance on Loans Receivable and Investments

The $8.8 million decrease in allowance on loans receivable and investments was due to a change in our estimate of credit losses during the first quarter of 2021 and the corresponding reversal of allowances as of March 31, 2021.

Other

The $17.8 million increase in other income was primarily due to an increase of $8.6 million due to insurance proceeds received during the first quarter of 2022 and expenses incurred during the first quarter of 2021 relating to winter storms and an increase of $7.6 million in unrealized gain on stock warrants received in connection with the Brookdale Senior Living lease modification in the third quarter of 2020.

Loss from Unconsolidated Entities

The $4.0 million increase in loss from unconsolidated entities was primarily due to our share of increased net loss from our investees.

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Gain on Real Estate Dispositions

Gain on real estate dispositions was relatively flat for the three months ended March 31, 2022 compared to the same period in 2021, and relates to the sale of a vacant land parcel in the first quarter of 2022 and the sale of two MOBs and one triple-net leased property in the first quarter of 2021.

Income Tax Benefit (Expense)

The $4.5 million of income tax benefit for the three months ended March 31, 2022 as compared to the $2.2 million of income tax expense for the same period in 2021 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.

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 and between 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 partnerships and entities. Adjustments for unconsolidated partnerships and entities will be calculated to reflect FFO on the same basis. We define Normalized FFO as FFO excluding the following income and expense items (which may be recurring in nature): (a) transaction costs and expenses, including amortization of intangibles, transition and integration expenses and deal costs and expenses, including expenses and recoveries relating to acquisition lawsuits; (b) the impact of any expenses related to asset impairment and valuation allowances, the write-off of unamortized deferred financing fees, or additional costs, expenses,

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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, severance-related costs and charitable donations to the Ventas Charitable Foundation; (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 unusual items related to unconsolidated entities; (g) net expenses or recoveries related to natural disasters and (h) any other incremental items set forth in the Normalized FFO reconciliation included herein.

The following table summarizes our FFO and Normalized FFO for the three months ended March 31, 2022 and 2021 (dollars in thousands). The increase in Normalized FFO for the three months ended March 31, 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 first 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 March 31,
	2022		2021
Net income (loss) attributable to common stockholders	$	38,732	$	(57,209)
Adjustments:
Depreciation and amortization on real estate assets	288,103		312,869
Depreciation on real estate assets related to noncontrolling interests	(4,449)		(4,618)
Depreciation on real estate assets related to unconsolidated entities	7,265		4,018
Gain on real estate dispositions	(2,455)		(2,533)
Gain on real estate dispositions related to noncontrolling interests	17		—
FFO attributable to common stockholders	327,213		252,527
Adjustments:
Change in fair value of financial instruments	(29,881)		(21,008)
Non-cash income tax (benefit) expense	(5,805)		1,344
Loss on extinguishment of debt, net	—		27,090
Gain on transactions related to unconsolidated entities	(3)		(21)
Transaction expenses and deal costs	21,288		5,360
Amortization of other intangibles	268		116
Other items related to unconsolidated entities	131		101
Non-cash impact of changes to equity plan	7,206		8,741
Natural disaster (recoveries) expenses, net	(3,709)		5,127
Allowance on loan investments, net of noncontrolling interests	(53)		(8,900)
Normalized FFO attributable to common stockholders	$	316,655	$	270,477

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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. Cash receipts may differ due to straight-line recognition of certain rental income and the application of other GAAP policies.

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

	For the Three Months Ended March 31,
	2022		2021
Net income (loss) attributable to common stockholders	$	38,732	$	(57,209)
Adjustments:
Interest and other income	(536)		(341)
Interest expense	110,794		110,767
Depreciation and amortization	289,064		314,148
General, administrative and professional fees	42,998		40,309
Loss on extinguishment of debt, net	—		27,090
Transaction expenses and deal costs	19,992		4,617
Allowance on loans receivable and investments	(54)		(8,902)
Other	(27,190)		(9,428)
Net income attributable to noncontrolling interests	1,860		1,811
Loss from unconsolidated entities	4,269		250
Income tax (benefit) expense	(4,490)		2,153
Gain on real estate dispositions	(2,455)		(2,533)
NOI	$	472,984	$	422,732

See “Results of Operations” for discussions regarding both segment NOI and same-store segment 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 senior living operations 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 reportable business segment and triple-net leased properties reportable business segment will be included in same-store once substantial completion of work has occurred for the full period in both periods presented. Our senior living operations 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 reportable business segment and triple-net lease properties reportable business segment, 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 a result of an expected or actual material change in occupancy or NOI; or (v) for SHOP reportable business segment and triple-net leased reportable business segment, 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 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 three months ended March 31, 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 the COVID-19 pandemic could lead to downgrades of our long-term credit rating 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 the pandemic 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 March 31, 2022, we had $2.7 billion of undrawn capacity on our unsecured revolving credit facility with $46.0 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 March 31, 2022, we had $636.9 million in borrowings outstanding under our commercial paper program.

As of March 31, 2022, we had a $200.0 million unsecured term loan priced at LIBOR plus 0.90% that matures in 2023. The term loan also includes an accordion feature that effectively permits us to increase our aggregate borrowings thereunder to up to $800.0 million, subject to the satisfaction of certain conditions.

As of March 31, 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.

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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 three months ended March 31, 2022. As of March 31, 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 three months ended March 31, 2022, we declared a dividend of $0.45 per share of our common stock. 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.

Cash Flows    

The following table sets forth our sources and uses of cash flows for the three months ended March 31, 2022 and 2021 (dollars in thousands):

	For the Three Months Ended March 31,				(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	274,553		237,593		36,960		15.6
Net cash used in investing activities	(437,326)		(102,612)		(334,714)		nm
Net cash provided by (used in) financing activities	165,382		(377,067)		542,449		143.9
Effect of foreign currency translation	241		658		(417)		(63.4)
Cash, cash equivalents and restricted cash at end of period	$	199,447	$	210,212	$	(10,765)	(5.1)	%

______________________________

nm - not meaningful

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Cash Flows from Operating Activities

Cash flows from operating activities increased $37.0 million during the three months ended March 31, 2022 compared to the same period in 2021 primarily due to increased net operating income at our senior housing communities, including the net benefit of HHS grants received, and acquisitions since the first quarter of 2021, including the acquisition of over 100 independent living communities from New Senior, partially offset by lower interest income on loan investments and increased transaction expenses and deal costs primarily due to expenses relating to the stockholder relations matters in the first quarter of 2022.

Cash Flows from Investing Activities    

Cash flows from investing activities decreased $334.7 million during the three months ended March 31, 2022 compared to the same period in 2021 primarily due to the $349.2 million paid in connection with the acquisition of 18 MOBs, one behavioral health center and one senior housing community, partially offset by lower development project expenditures in the first quarter of 2022.

Cash Flows from Financing Activities

Cash flows from financing activities increased $542.4 million during the three months ended March 31, 2022 compared to the same period in 2021 primarily due to the March 2021 redemption of $400.0 million senior notes due 2023, and increased borrowings under our commercial paper program and proceeds from debt in the first quarter of 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 senior living operations 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.

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 March 31, 2022, we had 15 properties under development pursuant to these agreements, including six 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 March 31, 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.

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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 March 31, 2022 and December 31, 2021 and for the three months ended March 31, 2022 and the year ended December 31, 2021 (in thousands).

Balance Sheet Information

	As of March 31, 2022
	Guarantor		Issuer
Assets
Investment in and advances to affiliates	$	17,789,558	$	3,045,738
Total assets	17,922,405		3,155,639
Liabilities and equity
Intercompany loans	11,313,313		(3,863,941)
Total liabilities	11,537,000		4,133,468
Redeemable OP unitholder and noncontrolling interests	96,646		—
Total equity (deficit)	6,288,759		(977,829)
Total liabilities and equity	17,922,405		3,155,639

	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 Three Months Ended March 31, 2022
	Guarantor		Issuer
Equity earnings in affiliates	$	44,555	$	—
Total revenues	46,321		36,683
Income (loss) before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests	39,202		(40,293)
Net income (loss)	38,732		(40,293)
Net income (loss) attributable to common stockholders	38,732		(40,293)

	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 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 LIBOR rates or prime rates. To manage these risks, we continuously monitor our level of floating rate debt with respect to total debt and other factors, including our assessment of current and future economic conditions.

As of March 31, 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 $507.3 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 March 31, 2022		As of December 31, 2021
Gross book value	$	11,065,729	$	10,990,982
Fair value	11,086,862		11,766,336
Fair value reflecting change in interest rates:
-100 basis points	11,667,702		12,437,306
+100 basis points	10,560,572		11,164,150

The increase in our fixed rate debt from December 31, 2021 to March 31, 2022 was primarily due to the refinancing of a variable rate mortgage to a fixed rate mortgage in 2022 and exchange rate fluctuations related to our outstanding senior notes.

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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 March 31, 2022			As of December 31, 2021			As of March 31, 2021
Balance:
Fixed rate:
Senior notes	$	8,745,345		$	8,729,102		$	8,483,829
Unsecured term loans	200,000			200,000			200,000
Mortgage loans and other	2,120,384			2,061,880			1,390,256
Subtotal fixed rate	11,065,729			10,990,982			10,074,085
Variable rate:
Senior notes	—			—			238,892
Unsecured revolving credit facility	46,037			56,448			44,799
Unsecured term loans	400,032			395,757			398,152
Commercial paper notes	636,948			280,000			215,000
Secured revolving construction credit facility	—			—			154,281
Mortgage loans and other	329,130			369,951			724,955
Subtotal variable rate	1,412,147			1,102,156			1,776,079
Total	$	12,477,876		$	12,093,138		$	11,850,164
Percentage of total debt:
Fixed rate:
Senior notes	70.1		%	72.1		%	71.6		%
Unsecured term loans	1.6			1.7			1.7
Mortgage loans and other	17.0			17.0			11.7
Variable rate:
Senior notes	—			—			2.0
Unsecured revolving credit facility	0.4			0.5			0.4
Unsecured term loans	3.2			3.3			3.4
Commercial paper notes	5.1			2.3			1.8
Secured revolving construction credit facility	—			—			1.3
Mortgage loans and other	2.6			3.1			6.1
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	1.6			1.1			1.0
Unsecured term loans	1.8			1.4			1.3
Commercial paper notes	0.8			0.3			0.2
Secured revolving construction credit facility	—			—			1.9
Mortgage loans and other	1.8			1.7			1.9
Total	3.4			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 $302.4 million and C$272.5 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.

49

The increase in our outstanding variable rate debt at March 31, 2022 compared to December 31, 2021 is primarily attributable to borrowings under our commercial paper program.

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 March 31, 2022, interest expense on an annualized basis would increase by approximately $13.5 million, or $0.03 per diluted common share.

As of March 31, 2022 and December 31, 2021, our joint venture partners’ aggregate share of total debt was $281.0 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 $370.9 million and $338.1 million as of March 31, 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 three months ended March 31, 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 months ended March 31, 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 March 31, 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 March 31, 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 first 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.

50

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

This section supplements and updates, and should be read in conjunction with, the information found under Part I, Item 1A. “Risk Factors” of our 2021 Annual Report based on information currently known to us and recent developments since the date of the 2021 Annual Report. However, the risks and uncertainties that we face are not limited to those set forth in the 2021 Annual Report and this 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.

Activist investors could cause us to incur substantial costs, divert management’s attention and have an adverse effect on our business.

Activist investors may from time to time engage in proxy solicitations, advance shareholder proposals or otherwise attempt to affect changes or acquire control over us. Responding to these actions can be costly and time-consuming, divert the attention of our Board and management from the management of our business and the pursuit of our business strategies. In addition to incurred costs, perceived uncertainties as to our future direction may result in the loss of potential business opportunities, damage to our reputation and may make it more difficult to attract and retain qualified directors, personnel and business partners. These actions could also cause our stock price to experience periods of volatility.

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 March 31, 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
January 1 through January 31	46,170	$	51.87	—	—
February 1 through February 28	27,227	51.37		—	—
March 1 through March 31	44,310	56.28		—	—
Total	117,707	$	53.41	—	—

______________________________

(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.

51

ITEM 6.    EXHIBITS

Exhibit Number	Description of Document
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 March 31, 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).

52

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: May 6, 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

53

EX-22

Exhibit 22

List of Guarantors and Issuers of Guaranteed Securities

As of March 31, 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: May 6, 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: May 6, 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 March 31, 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: May 6, 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 March 31, 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: May 6, 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	3 Months Ended
	Mar. 31, 2022	May 03, 2022
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 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
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
Trading Symbol	VTR
Title of 12(b) Security	Common Stock $0.25 par value
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		399,695,507
Entity Shell Company	false
Entity Central Index Key	0000740260
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Amendment Flag	false

XML

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Real estate investments:
Land and improvements	$ 2,452,474	$ 2,432,065
Buildings and improvements	26,186,628	25,778,490
Construction in progress	275,896	269,315
Acquired lease intangibles	1,373,364	1,369,747
Operating lease assets	318,679	317,858
Gross real estate investments	30,607,041	30,167,475
Accumulated depreciation and amortization	(8,624,820)	(8,350,637)
Net real estate property	21,982,221	21,816,838
Secured loans receivable and investments, net	530,388	530,126
Investments in unconsolidated real estate entities	541,914	523,465
Net real estate investments	23,054,523	22,870,429
Cash and cash equivalents	149,599	149,725
Escrow deposits and restricted cash	49,848	46,872
Goodwill	1,045,663	1,046,140
Assets held for sale	26,231	28,399
Deferred income tax assets, net	11,152	11,152
Other assets	613,091	565,069
Total assets	24,950,107	24,717,786
Liabilities:
Senior notes payable and other debt	12,413,743	12,027,544
Accrued interest	93,564	106,602
Operating lease liabilities	195,668	197,234
Accounts payable and other liabilities	1,079,596	1,090,254
Liabilities related to assets held for sale	8,411	10,850
Deferred income tax liabilities	52,750	59,259
Total liabilities	13,843,732	13,491,743
Redeemable OP unitholder and noncontrolling interests	313,685	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, 399,623 and 399,420 shares issued at March 31, 2022 and December 31, 2021, respectively	99,888	99,838
Capital in excess of par value	15,478,467	15,498,956
Accumulated other comprehensive loss	(59,296)	(64,520)
Retained earnings (deficit)	(4,821,653)	(4,679,889)
Treasury stock, 0 shares at both March 31, 2022 and December 31, 2021	0	0
Total Ventas stockholders’ equity	10,697,406	10,854,385
Noncontrolling interests	95,284	91,375
Total equity	10,792,690	10,945,760
Total liabilities and equity	$ 24,950,107	$ 24,717,786

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 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	399,000
Treasury stock, shares (in shares)	0	0

XML

CONSOLIDATED STATEMENTS OF INCOME - USD ($) $ in Thousands		3 Months Ended
		Mar. 31, 2022	Mar. 31, 2021
Rental income		$ 352,101	$ 357,340
Income from loans and investments		9,847	19,010
Interest and other income		536	341
Total revenues		1,017,554	910,291
Interest		110,794	110,767
Depreciation and amortization		289,064	314,148
Property-level operating expenses		542,721	486,600
Office building and other services costs		1,313	618
General, administrative and professional fees		42,998	40,309
Loss on extinguishment of debt, net		0	27,090
Transaction expenses and deal costs		19,992	4,617
Allowance on loans receivable and investments		(54)	(8,902)
Other		(27,190)	(9,428)
Total expenses		979,638	965,819
Income (loss) before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests		37,916	(55,528)
Loss from unconsolidated entities		(4,269)	(250)
Gain on real estate dispositions		2,455	2,533
Income tax benefit (expense)		4,490	(2,153)
Income (loss) from continuing operations		40,592	(55,398)
Net income (loss)		40,592	(55,398)
Net income attributable to noncontrolling interests		1,860	1,811
Net income (loss) attributable to common stockholders		$ 38,732	$ (57,209)
Basic:
Income from continuing operations (in usd per share)		$ 0.10	$ (0.15)
Net income attributable to common stockholders (in usd per share)		0.10	(0.15)
Diluted:
Income from continuing operations (in usd per share)	[1]	0.10	(0.15)
Net income attributable to common stockholders (in usd per share)	[1]	$ 0.10	$ (0.15)
Triple-Net Leased Properties
Rental income		$ 151,561	$ 159,885
Property-level operating expenses		4,008	4,825
Office Operations
Rental income		200,540	197,455
Property-level operating expenses		63,183	63,946
Resident fees and services
Other revenues		651,121	528,650
Office building and other services revenue
Other revenues		3,949	4,950
Senior Living Operations
Property-level operating expenses		$ 475,530	$ 417,829

[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
	Mar. 31, 2022	Mar. 31, 2021
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ 40,592	$ (55,398)
Other comprehensive (loss) income:
Foreign currency translation loss	(9,313)	(16)
Unrealized loss on available for sale securities	(588)	(4,617)
Unrealized gain on derivative instruments	19,036	9,406
Total other comprehensive income	9,135	4,773
Comprehensive income (loss)	49,727	(50,625)
Comprehensive income attributable to noncontrolling interests	5,772	4,726
Comprehensive income (loss) attributable to common stockholders	$ 43,955	$ (55,351)

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 income (loss) attributable to common stockholders	(57,209)	0	0	0	(57,209)	0	(57,209)
Net income attributable to noncontrolling interest	1,811							1,811
Net income (loss)	(55,398)
Other comprehensive income	4,773	0	0	1,857	0	0	1,857	2,916
Net change in noncontrolling interests	2,149	0	3,435	0	0	0	3,435	(1,286)
Dividends to common stockholders	(169,369)	0	47	0	(169,416)	0	(169,369)	0
Issuance of common stock for stock plans, restricted stock grants and other	24,208	115	24,882	0	0	(789)	24,208	0
Adjust redeemable OP unitholder interests to current fair value	(12,918)	0	(12,918)	0	0	0	(12,918)	0
Redemption of OP Units	(16)	0	(16)	0	0	0	(16)	0
Ending Balance at Mar. 31, 2021	10,071,620	93,750	14,186,692	(52,497)	(4,257,001)	(789)	9,970,155	101,465
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 income (loss) attributable to common stockholders	38,732	0	0	0	38,732	0	38,732
Net income attributable to noncontrolling interest	1,860							1,860
Net income (loss)	40,592
Other comprehensive income	9,135	0	0	5,224	0	0	5,224	3,911
Net change in noncontrolling interests	(1,004)	0	858	0	0	0	858	(1,862)
Dividends to common stockholders	(180,496)	0	0	0	(180,496)	0	(180,496)	0
Issuance of common stock for stock plans, restricted stock grants and other	15,340	50	15,290	0	0	0	15,340	0
Adjust redeemable OP unitholder interests to current fair value	(36,637)	0	(36,637)	0	0	0	(36,637)	0
Ending Balance at Mar. 31, 2022	$ 10,792,690	$ 99,888	$ 15,478,467	$ (59,296)	$ (4,821,653)	$ 0	$ 10,697,406	$ 95,284

XML

CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - $ / shares	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Statement of Stockholders' Equity [Abstract]
Dividends to common stockholders, per share (in usd per share)	$ 0.45	$ 0.45

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash flows from operating activities:
Net income (loss)	$ 40,592	$ (55,398)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	289,064	314,148
Amortization of deferred revenue and lease intangibles, net	(17,401)	(14,766)
Other non-cash amortization	3,109	5,272
Allowance on loans receivable and investments	(54)	(8,902)
Stock-based compensation	15,796	16,072
Straight-lining of rental income	(3,841)	(3,863)
Loss on extinguishment of debt, net	0	27,090
Gain on real estate dispositions	(2,455)	(2,533)
Gain on real estate loan investments	0	(74)
Income tax (benefit) expense	(5,805)	503
Loss from unconsolidated entities	4,269	250
Distributions from unconsolidated entities	4,356	3,897
Other	(24,324)	(14,379)
Changes in operating assets and liabilities:
Increase in other assets	(18,177)	(5,100)
Decrease in accrued interest	(13,201)	(20,234)
Increase (decrease) in accounts payable and other liabilities	2,625	(4,390)
Net cash provided by operating activities	274,553	237,593
Cash flows from investing activities:
Net investment in real estate property	(343,792)	(210)
Investment in loans receivable	(5,117)	(186)
Proceeds from real estate disposals	6,124	8,083
Proceeds from loans receivable	177	16,419
Development project expenditures	(37,591)	(58,598)
Capital expenditures	(36,728)	(29,674)
Investment in unconsolidated entities	(23,790)	(38,452)
Insurance proceeds for property damage claims	3,391	6
Net cash used in investing activities	(437,326)	(102,612)
Cash flows from financing activities:
Net change in borrowings under revolving credit facilities	(9,867)	5,144
Net change in borrowings under commercial paper program	356,674	214,978
Proceeds from debt	70,029	31,157
Repayment of debt	(65,000)	(445,050)
Purchase of noncontrolling interests	(170)	0
Payment of deferred financing costs	(427)	(17,343)
Issuance of common stock, net	0	11,075
Cash distribution to common stockholders	(180,021)	(168,763)
Cash distribution to redeemable OP unitholders	(1,534)	(1,842)
Cash issued for redemption of OP Units	0	(25)
Contributions from noncontrolling interests	19	5
Distributions to noncontrolling interests	(3,983)	(2,653)
Proceeds from stock option exercises	5,794	2,106
Other	(6,132)	(5,856)
Net cash provided by (used in) financing activities	165,382	(377,067)
Net increase (decrease) in cash, cash equivalents and restricted cash	2,609	(242,086)
Effect of foreign currency translation	241	658
Cash, cash equivalents and restricted cash at beginning of period	196,597	451,640
Cash, cash equivalents and restricted cash at end of period	199,447	210,212
Assets acquired and liabilities assumed from acquisitions and other:
Real estate investments	3,171	468
Other assets	47	0
Other liabilities	2,624	0
Deferred income tax liability	594	0
Noncontrolling interests	$ 0	$ 468

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DESCRIPTION OF BUSINESS

3 Months Ended

Mar. 31, 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 March 31, 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 living operations, which we also refer to as SHOP, 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 senior living operations reportable business segment.

As of March 31, 2022, we leased a total of 332 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 March 31, 2022.

As of March 31, 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 555 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 the COVID-19 Pandemic 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 both the COVID-19 pandemic itself, including actions taken to prevent the spread of the virus and its variants, and its extended consequences.

Accounting Considerations. We have not identified the COVID-19 pandemic, 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 March 31, 2022, we considered the effect of the pandemic 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 three months ended March 31, 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 senior living operations 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 three months ended March 31, 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.

Continuing Impact. The trajectory and future impact of the COVID-19 pandemic 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 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 the COVID-19 pandemic on our business, results of operations, financial condition and cash flows.

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ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 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 months ended March 31, 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 March 31, 2022				As of December 31, 2021
	Total Assets		Total Liabilities		Total Assets		Total Liabilities
NHP/PMB L.P.	$	752,970	$	250,825	$	749,834	$	251,352
Other identified VIEs	3,970,582		1,570,662		3,949,294		1,556,136
Tax credit VIEs	452,646		99,701		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 March 31, 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 March 31, 2022 and December 31, 2021, the fair value of the OP Units was $217.2 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 March 31, 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 March 31, 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 March 31, 2022 and December 31, 2021, this cumulative excess totaled $180.0 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 Living Operations

Our resident agreements are accounted for as leases and we recognize resident fees and services, other than move-in fees, monthly as services are provided. We recognize move-in fees on a straight-line basis over the average resident stay.

Other

We recognize interest income from loans and investments, including discounts and premiums, using the effective interest method when collectability is reasonably assured. We apply the effective interest method on a loan-by-loan basis and recognize discounts and premiums as yield adjustments over the related loan term. We 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 Issued 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

3 Months Ended

Mar. 31, 2022

Risks and Uncertainties [Abstract]

CONCENTRATION OF CREDIT RISK

NOTE 3—CONCENTRATION OF CREDIT RISK

As of March 31, 2022, Atria, Sunrise, Brookdale Senior Living, Ardent and Kindred managed or operated approximately 26.7%, 9.9%, 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 March 31, 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 12.8% and 54.2% of our consolidated real estate investments were senior housing communities included in the triple-net leased properties and senior living operations reportable business segments, respectively (excluding properties classified as held for sale as of March 31, 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 33.0%. Our consolidated properties were located in 47 states, the District of Columbia, seven Canadian provinces and the United Kingdom as of March 31, 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 for the three months ended March 31, 2022 and 2021. 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 March 31,
	2022		2021
Revenues (1):
Brookdale Senior Living	3.7	%	4.1	%
Ardent	3.2		3.5
Kindred	3.3		3.6
NOI (2):
Brookdale Senior Living	7.8	%	8.8	%
Ardent	6.8		7.5
Kindred	7.0		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. Unless extended, the lease term for six of the LTACs ends on April 30, 2023 (the “2023 Pool”) and the lease term for the remaining LTACs ends on April 30, 2025. Although Kindred has the right to renew each pool of LTACs for an additional lease term, we cannot assure you that Kindred will exercise its renewal option for either pool. Annual rent for the LTACs in the 2023 Pool for the 12-month period ending on March 31, 2022 was $31.9 million.

Senior Living Operations

As of March 31, 2022, Atria and Sunrise, collectively, provided comprehensive property management and accounting services with respect to 347 of our 546 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 March 31, 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 March 31, 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 living operations 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

3 Months Ended

Mar. 31, 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 first quarter of 2022, we acquired 18 MOBs leased to affiliates of Ardent and one behavioral health center, all of which are reported within our office operations segment, and one senior housing community, which is reported within our senior living operations segment, for an aggregate purchase price of $349.2 million.

Subsequent to March 31, 2022, we acquired one research and innovation center in Philadelphia, Pennsylvania for $46.1 million.

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DISPOSITIONS AND IMPAIRMENTS

3 Months Ended

Mar. 31, 2022

Discontinued Operations and Disposal Groups [Abstract]

DISPOSITIONS AND IMPAIRMENTS

NOTE 5—DISPOSITIONS AND IMPAIRMENTS

2022 Activity

During the three months ended March 31, 2022, we sold one vacant land parcel for $5.6 million and recognized a gain on the sale of this asset of $2.2 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 March 31, 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
Office Operations	2	3,098		1,558		2	3,435		1,529
Senior Living Operations	2	23,133		6,853		2	24,964		9,321
Total	4	$	26,231	$	8,411	4	$	28,399	$	10,850

Real Estate Impairment

We recognized impairments of $14.3 million and $78.5 million for the three months ended March 31, 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 our intent to hold the impaired assets or a change in the expected future cash flows of the subject properties.

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LOANS RECEIVABLE AND INVESTMENTS

3 Months Ended

Mar. 31, 2022

Loans Receivable And Investments [Abstract]

LOANS RECEIVABLE AND INVESTMENTS

NOTE 6—LOANS RECEIVABLE AND INVESTMENTS

As of March 31, 2022 and December 31, 2021, we had $554.5 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 Gain		Carrying Amount		Fair Value
As of March 31, 2022:
Secured/mortgage loans and other, net	$	488,827	$	—	$	—	$	488,827	$	483,491
Government-sponsored pooled loan investments, net (1)	40,312		—		1,249		41,561		41,561
Total investments reported as secured loans receivable and investments, net	529,139		—		1,249		530,388		525,052
Non-mortgage loans receivable, net (2)	29,449		(5,333)		—		24,116		23,826
Total loans receivable and investments, net	$	558,588	$	(5,333)	$	1,249	$	554,504	$	548,878
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

3 Months Ended

Mar. 31, 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 March 31, 2022 and December 31, 2021, respectively (dollars in thousands):

	Ownership as of (1)		Carrying Amount as of
	March 31, 2022	December 31, 2021	March 31, 2022		December 31, 2021
Investment in unconsolidated real estate entities:
Ventas Life Science & Healthcare Real Estate Fund	21.1%	21.1%	$	264,675	$	267,475
Pension Fund Joint Venture	22.9%	22.9%	28,248		29,192
Research & Innovation Development Joint Venture	51.1%	51.0%	244,115		221,363
Ventas Investment Management Platform			537,038		518,030
All other (2)	34.0%-50.0%	34.0%-50.0%	4,876		5,435
Total investments in unconsolidated real estate entities			$	541,914	$	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 $3.5 million and $2.7 million for the three months ended March 31, 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

3 Months Ended

Mar. 31, 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 March 31, 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)	$	129,118	5.8	$	129,121	5.9
In-place and other lease intangibles (2)	1,244,246		7.1	1,240,626		7.2
Goodwill	1,045,663		N/A	1,046,140		N/A
Other intangibles (2)	34,536		6.3	34,517		6.5
Accumulated amortization	(977,491)		N/A	(944,403)		N/A
Net intangible assets	$	1,476,072	7.0	$	1,506,001	7.1
Intangible liabilities:
Below-market lease intangibles (1)	$	334,347	9.5	$	334,365	9.7
Other lease intangibles	13,498		N/A	13,608		N/A
Accumulated amortization	(248,092)		N/A	(244,975)		N/A
Purchase option intangibles	3,568		N/A	3,568		N/A
Net intangible liabilities	$	103,321	9.5	$	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

3 Months Ended

Mar. 31, 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 March 31, 2022		As of December 31, 2021
Straight-line rent receivables	$	179,997	$	176,877
Non-mortgage loans receivable, net	24,116		19,024
Stock warrants	77,452		48,884
Other intangibles, net	7,072		7,270
Investment in unconsolidated operating entities	71,511		73,602
Other	252,943		239,412
Total other assets	$	613,091	$	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

3 Months Ended

Mar. 31, 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 March 31, 2022		As of December 31, 2021
Unsecured revolving credit facility (1)	$	46,037	$	56,448
Commercial paper notes	636,948		280,000
Unsecured term loan due 2023	200,000		200,000
2.55% Senior Notes, Series D due 2023 (2)	220,018		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)	200,016		197,879
2.80% Senior Notes, Series E due 2024 (2)	480,038		474,909
Unsecured term loan due 2025 (2)	400,032		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
2.45% Senior Notes, Series G due 2027 (2)	380,030		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)	240,019		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	2,449,515		2,431,831
Total	12,477,876		12,093,138
Deferred financing costs, net	(67,022)		(69,925)
Unamortized fair value adjustment	30,581		32,888
Unamortized discounts	(27,692)		(28,557)
Senior notes payable and other debt	$	12,413,743	$	12,027,544

______________________________

(1)As of March 31, 2022 and December 31, 2021, respectively, $21.6 million and $30.9 million of aggregate borrowings were denominated in Canadian dollars. Aggregate borrowings of $24.4 million and $25.6 million were denominated in British pounds as of March 31, 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 March 31, 2022, we had $2.7 billion of undrawn capacity on our unsecured revolving credit facility with $46.0 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 March 31, 2022, we had $636.9 million in borrowings outstanding under our commercial paper program.

As of March 31, 2022, we had a $200.0 million unsecured term loan priced at LIBOR plus 0.90% that matures in 2023. The term loan also includes an accordion feature that effectively permits us to increase our aggregate borrowings thereunder to up to $800.0 million, subject to the satisfaction of certain conditions.

As of March 31, 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 March 31, 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	$	342,600	$	636,948	$	40,477	$	1,020,025
2023	700,088		—		40,291		740,379
2024	1,666,791		—		34,504		1,701,295
2025	2,052,522		46,037		28,354		2,126,913
2026	1,036,035		—		21,441		1,057,476
Thereafter	5,713,952		—		117,836		5,831,788
Total maturities	$	11,511,988	$	682,985	$	282,903	$	12,477,876

______________________________

(1)At March 31, 2022, we had $533.4 million of borrowings outstanding under our unsecured revolving credit facility and commercial paper program, net of $149.6 million of unrestricted cash and cash equivalents.

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FAIR VALUES OF FINANCIAL INSTRUMENTS

3 Months Ended

Mar. 31, 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 March 31, 2022				As of December 31, 2021
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Assets:
Cash and cash equivalents	$	149,599	$	149,599	$	149,725	$	149,725
Escrow deposits and restricted cash	49,848		49,848		46,872		46,872
Stock warrants	77,452		77,452		48,884		48,884
Secured mortgage loans and other, net	488,827		483,491		488,913		478,931
Non-mortgage loans receivable, net (1)	24,116		23,826		19,024		19,039
Government-sponsored pooled loan investments, net	41,561		41,561		41,213		41,213
Derivative instruments (1)	10,410		10,410		1,128		1,128
Liabilities:
Senior notes payable and other debt, gross	12,477,876		12,518,899		12,093,138		12,891,937
Derivative instruments (2)	2,571		2,571		12,290		12,290
Redeemable OP Units	217,225		217,225		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

3 Months Ended

Mar. 31, 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 living operations, 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

3 Months Ended

Mar. 31, 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 three months ended March 31, 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 March 31, 2022 and 2021 was a benefit of $4.5 million and an expense of $2.2 million, respectively. The income tax benefit for the three months ended March 31, 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 months ended March 31, 2021 was primarily due to a $2.8 million net deferred tax expense related to an internal restructuring of certain U.S. TRS entities.

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 $52.8 million and $59.3 million as of March 31, 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 March 31, 2022 and December 31, 2021, respectively, 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

3 Months Ended

Mar. 31, 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 three months ended March 31, 2022. As of March 31, 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 March 31, 2022		As of December 31, 2021
Foreign currency translation loss	$	(66,784)	$	(56,227)
Unrealized gain on available for sale securities	1,249		1,836
Unrealized gain (loss) on derivative instruments	6,239		(10,129)
Total accumulated other comprehensive loss	$	(59,296)	$	(64,520)

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EARNINGS PER SHARE

3 Months Ended

Mar. 31, 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 March 31,
	2022		2021
Numerator for basic and diluted earnings per share:
Income (loss) from continuing operations	$	40,592	$	(55,398)
Net income (loss)	40,592		(55,398)
Net income attributable to noncontrolling interests	1,860		1,811
Net income (loss) attributable to common stockholders	$	38,732	$	(57,209)
Denominator:
Denominator for basic earnings per share—weighted average shares	399,297		374,669
Effect of dilutive securities:
Stock options	25		16
Restricted stock awards	421		282
OP unitholder interests	3,517		2,955
Denominator for diluted earnings per share—adjusted weighted average shares	403,260		377,922
Basic earnings per share:
Income (loss) from continuing operations	$	0.10	$	(0.15)
Net income (loss) attributable to common stockholders	0.10		(0.15)
Diluted earnings per share: (1)
Income (loss) from continuing operations	$	0.10	$	(0.15)
Net income (loss) attributable to common stockholders	0.10		(0.15)

______________________________

(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

3 Months Ended

Mar. 31, 2022

Segment Reporting [Abstract]

SEGMENT INFORMATION

NOTE 16—SEGMENT INFORMATION

As of March 31, 2022, we operated through three reportable business segments: triple-net leased properties, senior living operations 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 senior living operations 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 segment NOI and related measures. We define segment NOI as total revenues, less interest and other income, property-level operating expenses and office building and other services costs. We consider segment NOI useful because it allows investors, analysts and our management to measure unlevered property-level operating results and to compare our operating results to the operating results of other real estate companies between periods on a consistent basis. In order to facilitate a clear understanding of our historical consolidated operating results, segment NOI should be examined in conjunction with net income attributable to common stockholders as presented in our Consolidated Financial Statements and other financial data included elsewhere in this

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 March 31, 2022
	Triple-Net Leased Properties		Senior Living Operations		Office Operations		Non-Segment		Total
Revenues:
Rental income	$	151,561	$	—	$	200,540	$	—	$	352,101
Resident fees and services	—		651,121		—		—		651,121
Office building and other services revenue	—		—		617		3,332		3,949
Income from loans and investments	—		—		—		9,847		9,847
Interest and other income	—		—		—		536		536
Total revenues	$	151,561	$	651,121	$	201,157	$	13,715	$	1,017,554
Total revenues	$	151,561	$	651,121	$	201,157	$	13,715	$	1,017,554
Less:
Interest and other income	—		—		—		536		536
Property-level operating expenses	4,008		475,530		63,183		—		542,721
Office building and other services costs	—		—		—		1,313		1,313
Segment NOI	$	147,553	$	175,591	$	137,974	$	11,866	472,984
Interest and other income									536
Interest expense									(110,794)
Depreciation and amortization									(289,064)
General, administrative and professional fees									(42,998)
Transaction expenses and deal costs									(19,992)
Allowance on loans receivable and investments									54
Other									27,190
Loss from unconsolidated entities									(4,269)
Gain on real estate dispositions									2,455
Income tax benefit									4,490
Income from continuing operations									40,592
Net income									40,592
Net income attributable to noncontrolling interests									1,860
Net income attributable to common stockholders									$	38,732

	For the Three Months Ended March 31, 2021
	Triple-Net Leased Properties		Senior Living Operations		Office Operations		Non-Segment		Total
Revenues:
Rental income	$	159,885	$	—	$	197,455	$	—	$	357,340
Resident fees and services	—		528,650		—		—		528,650
Office building and other services revenue	—		—		2,345		2,605		4,950
Income from loans and investments	—		—		—		19,010		19,010
Interest and other income	—		—		—		341		341
Total revenues	$	159,885	$	528,650	$	199,800	$	21,956	$	910,291
Total revenues	$	159,885	$	528,650	$	199,800	$	21,956	$	910,291
Less:
Interest and other income	—		—		—		341		341
Property-level operating expenses	4,825		417,829		63,946		—		486,600
Office building and other services costs	—		—		618		—		618
Segment NOI	$	155,060	$	110,821	$	135,236	$	21,615	422,732
Interest and other income									341
Interest expense									(110,767)
Depreciation and amortization									(314,148)
General, administrative and professional fees									(40,309)
Loss on extinguishment of debt, net									(27,090)
Transaction expenses and deal costs									(4,617)
Allowance on loans receivable and investments									8,902
Other									9,428
Loss from unconsolidated entities									(250)
Gain on real estate dispositions									2,533
Income tax expense									(2,153)
Loss from continuing operations									(55,398)
Net loss									(55,398)
Net income attributable to noncontrolling interests									1,811
Net loss attributable to common stockholders									$	(57,209)

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 March 31,
Capital Expenditures:	2022		2021
Triple-Net Leased Properties	$	634	$	8,218
Senior Living Operations	143,403		48,717
Office Operations	274,074		31,547
Total capital expenditures	$	418,111	$	88,482

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 March 31,
Revenues:	2022		2021
United States	$	897,933	$	797,768
Canada	112,144		105,033
United Kingdom	7,477		7,490
Total revenues	$	1,017,554	$	910,291

Net Real Estate Property:	As of March 31, 2022		As of December 31, 2021
United States	$	18,718,109	$	18,562,738
Canada	3,027,276		3,007,008
United Kingdom	236,836		247,092
Total net real estate property	$	21,982,221	$	21,816,838

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ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 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 months ended March 31, 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 March 31, 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 March 31, 2022 and December 31, 2021, the fair value of the OP Units was $217.2 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 March 31, 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 March 31, 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 March 31, 2022 and December 31, 2021, this cumulative excess totaled $180.0 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 Living Operations

Our resident agreements are accounted for as leases and we recognize resident fees and services, other than move-in fees, monthly as services are provided. We recognize move-in fees on a straight-line basis over the average resident stay.

Other

We recognize interest income from loans and investments, including discounts and premiums, using the effective interest method when collectability is reasonably assured. We apply the effective interest method on a loan-by-loan basis and recognize discounts and premiums as yield adjustments over the related loan term. We 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 Issued 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)

3 Months Ended

Mar. 31, 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 March 31, 2022				As of December 31, 2021
	Total Assets		Total Liabilities		Total Assets		Total Liabilities
NHP/PMB L.P.	$	752,970	$	250,825	$	749,834	$	251,352
Other identified VIEs	3,970,582		1,570,662		3,949,294		1,556,136
Tax credit VIEs	452,646		99,701		458,953		103,992

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CONCENTRATION OF CREDIT RISK (Tables)

3 Months Ended

Mar. 31, 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 for the three months ended March 31, 2022 and 2021. 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 March 31,
	2022		2021
Revenues (1):
Brookdale Senior Living	3.7	%	4.1	%
Ardent	3.2		3.5
Kindred	3.3		3.6
NOI (2):
Brookdale Senior Living	7.8	%	8.8	%
Ardent	6.8		7.5
Kindred	7.0		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)

3 Months Ended

Mar. 31, 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 March 31, 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
Office Operations	2	3,098		1,558		2	3,435		1,529
Senior Living Operations	2	23,133		6,853		2	24,964		9,321
Total	4	$	26,231	$	8,411	4	$	28,399	$	10,850

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LOANS RECEIVABLE AND INVESTMENTS (Tables)

3 Months Ended

Mar. 31, 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 Gain		Carrying Amount		Fair Value
As of March 31, 2022:
Secured/mortgage loans and other, net	$	488,827	$	—	$	—	$	488,827	$	483,491
Government-sponsored pooled loan investments, net (1)	40,312		—		1,249		41,561		41,561
Total investments reported as secured loans receivable and investments, net	529,139		—		1,249		530,388		525,052
Non-mortgage loans receivable, net (2)	29,449		(5,333)		—		24,116		23,826
Total loans receivable and investments, net	$	558,588	$	(5,333)	$	1,249	$	554,504	$	548,878
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)

3 Months Ended

Mar. 31, 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 March 31, 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)	$	129,118	5.8	$	129,121	5.9
In-place and other lease intangibles (2)	1,244,246		7.1	1,240,626		7.2
Goodwill	1,045,663		N/A	1,046,140		N/A
Other intangibles (2)	34,536		6.3	34,517		6.5
Accumulated amortization	(977,491)		N/A	(944,403)		N/A
Net intangible assets	$	1,476,072	7.0	$	1,506,001	7.1
Intangible liabilities:
Below-market lease intangibles (1)	$	334,347	9.5	$	334,365	9.7
Other lease intangibles	13,498		N/A	13,608		N/A
Accumulated amortization	(248,092)		N/A	(244,975)		N/A
Purchase option intangibles	3,568		N/A	3,568		N/A
Net intangible liabilities	$	103,321	9.5	$	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)

3 Months Ended

Mar. 31, 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 March 31, 2022		As of December 31, 2021
Straight-line rent receivables	$	179,997	$	176,877
Non-mortgage loans receivable, net	24,116		19,024
Stock warrants	77,452		48,884
Other intangibles, net	7,072		7,270
Investment in unconsolidated operating entities	71,511		73,602
Other	252,943		239,412
Total other assets	$	613,091	$	565,069

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SENIOR NOTES PAYABLE AND OTHER DEBT (Tables)

3 Months Ended

Mar. 31, 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 March 31, 2022		As of December 31, 2021
Unsecured revolving credit facility (1)	$	46,037	$	56,448
Commercial paper notes	636,948		280,000
Unsecured term loan due 2023	200,000		200,000
2.55% Senior Notes, Series D due 2023 (2)	220,018		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)	200,016		197,879
2.80% Senior Notes, Series E due 2024 (2)	480,038		474,909
Unsecured term loan due 2025 (2)	400,032		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
2.45% Senior Notes, Series G due 2027 (2)	380,030		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)	240,019		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	2,449,515		2,431,831
Total	12,477,876		12,093,138
Deferred financing costs, net	(67,022)		(69,925)
Unamortized fair value adjustment	30,581		32,888
Unamortized discounts	(27,692)		(28,557)
Senior notes payable and other debt	$	12,413,743	$	12,027,544

______________________________

(1)As of March 31, 2022 and December 31, 2021, respectively, $21.6 million and $30.9 million of aggregate borrowings were denominated in Canadian dollars. Aggregate borrowings of $24.4 million and $25.6 million were denominated in British pounds as of March 31, 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 March 31, 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	$	342,600	$	636,948	$	40,477	$	1,020,025
2023	700,088		—		40,291		740,379
2024	1,666,791		—		34,504		1,701,295
2025	2,052,522		46,037		28,354		2,126,913
2026	1,036,035		—		21,441		1,057,476
Thereafter	5,713,952		—		117,836		5,831,788
Total maturities	$	11,511,988	$	682,985	$	282,903	$	12,477,876

______________________________

(1)At March 31, 2022, we had $533.4 million of borrowings outstanding under our unsecured revolving credit facility and commercial paper program, net of $149.6 million of unrestricted cash and cash equivalents.

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FAIR VALUES OF FINANCIAL INSTRUMENTS (Tables)

3 Months Ended

Mar. 31, 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 March 31, 2022				As of December 31, 2021
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Assets:
Cash and cash equivalents	$	149,599	$	149,599	$	149,725	$	149,725
Escrow deposits and restricted cash	49,848		49,848		46,872		46,872
Stock warrants	77,452		77,452		48,884		48,884
Secured mortgage loans and other, net	488,827		483,491		488,913		478,931
Non-mortgage loans receivable, net (1)	24,116		23,826		19,024		19,039
Government-sponsored pooled loan investments, net	41,561		41,561		41,213		41,213
Derivative instruments (1)	10,410		10,410		1,128		1,128
Liabilities:
Senior notes payable and other debt, gross	12,477,876		12,518,899		12,093,138		12,891,937
Derivative instruments (2)	2,571		2,571		12,290		12,290
Redeemable OP Units	217,225		217,225		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)

3 Months Ended

Mar. 31, 2022

Equity [Abstract]

Accumulated Other Comprehensive Income

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

	As of March 31, 2022		As of December 31, 2021
Foreign currency translation loss	$	(66,784)	$	(56,227)
Unrealized gain on available for sale securities	1,249		1,836
Unrealized gain (loss) on derivative instruments	6,239		(10,129)
Total accumulated other comprehensive loss	$	(59,296)	$	(64,520)

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EARNINGS PER SHARE (Tables)

3 Months Ended

Mar. 31, 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 March 31,
	2022		2021
Numerator for basic and diluted earnings per share:
Income (loss) from continuing operations	$	40,592	$	(55,398)
Net income (loss)	40,592		(55,398)
Net income attributable to noncontrolling interests	1,860		1,811
Net income (loss) attributable to common stockholders	$	38,732	$	(57,209)
Denominator:
Denominator for basic earnings per share—weighted average shares	399,297		374,669
Effect of dilutive securities:
Stock options	25		16
Restricted stock awards	421		282
OP unitholder interests	3,517		2,955
Denominator for diluted earnings per share—adjusted weighted average shares	403,260		377,922
Basic earnings per share:
Income (loss) from continuing operations	$	0.10	$	(0.15)
Net income (loss) attributable to common stockholders	0.10		(0.15)
Diluted earnings per share: (1)
Income (loss) from continuing operations	$	0.10	$	(0.15)
Net income (loss) attributable to common stockholders	0.10		(0.15)

______________________________

(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)

3 Months Ended

Mar. 31, 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 March 31, 2022
	Triple-Net Leased Properties		Senior Living Operations		Office Operations		Non-Segment		Total
Revenues:
Rental income	$	151,561	$	—	$	200,540	$	—	$	352,101
Resident fees and services	—		651,121		—		—		651,121
Office building and other services revenue	—		—		617		3,332		3,949
Income from loans and investments	—		—		—		9,847		9,847
Interest and other income	—		—		—		536		536
Total revenues	$	151,561	$	651,121	$	201,157	$	13,715	$	1,017,554
Total revenues	$	151,561	$	651,121	$	201,157	$	13,715	$	1,017,554
Less:
Interest and other income	—		—		—		536		536
Property-level operating expenses	4,008		475,530		63,183		—		542,721
Office building and other services costs	—		—		—		1,313		1,313
Segment NOI	$	147,553	$	175,591	$	137,974	$	11,866	472,984
Interest and other income									536
Interest expense									(110,794)
Depreciation and amortization									(289,064)
General, administrative and professional fees									(42,998)
Transaction expenses and deal costs									(19,992)
Allowance on loans receivable and investments									54
Other									27,190
Loss from unconsolidated entities									(4,269)
Gain on real estate dispositions									2,455
Income tax benefit									4,490
Income from continuing operations									40,592
Net income									40,592
Net income attributable to noncontrolling interests									1,860
Net income attributable to common stockholders									$	38,732

	For the Three Months Ended March 31, 2021
	Triple-Net Leased Properties		Senior Living Operations		Office Operations		Non-Segment		Total
Revenues:
Rental income	$	159,885	$	—	$	197,455	$	—	$	357,340
Resident fees and services	—		528,650		—		—		528,650
Office building and other services revenue	—		—		2,345		2,605		4,950
Income from loans and investments	—		—		—		19,010		19,010
Interest and other income	—		—		—		341		341
Total revenues	$	159,885	$	528,650	$	199,800	$	21,956	$	910,291
Total revenues	$	159,885	$	528,650	$	199,800	$	21,956	$	910,291
Less:
Interest and other income	—		—		—		341		341
Property-level operating expenses	4,825		417,829		63,946		—		486,600
Office building and other services costs	—		—		618		—		618
Segment NOI	$	155,060	$	110,821	$	135,236	$	21,615	422,732
Interest and other income									341
Interest expense									(110,767)
Depreciation and amortization									(314,148)
General, administrative and professional fees									(40,309)
Loss on extinguishment of debt, net									(27,090)
Transaction expenses and deal costs									(4,617)
Allowance on loans receivable and investments									8,902
Other									9,428
Loss from unconsolidated entities									(250)
Gain on real estate dispositions									2,533
Income tax expense									(2,153)
Loss from continuing operations									(55,398)
Net loss									(55,398)
Net income attributable to noncontrolling interests									1,811
Net loss attributable to common stockholders									$	(57,209)

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DESCRIPTION OF BUSINESS (Details) $ in Millions	3 Months Ended
	Mar. 31, 2022 USD ($) property tenant segment	Mar. 31, 2021 USD ($)
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
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	332
Seniors Housing Communities
Real estate properties
Number of Properties Held for Sale	555

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ACCOUNTING POLICIES - Schedule of VIEs (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Variable Interest Entity
Total Assets	$ 24,950,107	$ 24,717,786
Total Liabilities	13,843,732	13,491,743
Variable Interest Entity | NHP/PMB L.P.
Variable Interest Entity
Total Assets	752,970	749,834
Total Liabilities	250,825	251,352
Variable Interest Entity | Other identified VIEs
Variable Interest Entity
Total Assets	3,970,582	3,949,294
Total Liabilities	1,570,662	1,556,136
Variable Interest Entity | Tax credit VIEs
Variable Interest Entity
Total Assets	452,646	458,953
Total Liabilities	$ 99,701	$ 103,992

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ACCOUNTING POLICIES - Redeemable OP Unitholder and Noncontrolling Interest (Details) shares in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2022 USD ($) shares	Dec. 31, 2021 USD ($)
Redeemable Noncontrolling Interest
Unit conversion factor for common stock	0.9051
Redeemable OP unitholder interest, fair value | $	$ 217.2	$ 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)	Mar. 31, 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)	3 Months Ended
	Mar. 31, 2022
Building
Real Estate
Estimated remaining life (in years)	35 years

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ACCOUNTING POLICIES - Revenue Recognition (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Revenue from Contract with Customer [Abstract]
Straight-line rent receivables	$ 179,997
Straight-line rent receivables, net		$ 176,877

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CONCENTRATION OF CREDIT RISK - Narrative (Details) $ in Millions	3 Months Ended
	Mar. 31, 2022 USD ($) property state province	Apr. 21, 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	546
Triple-Net Leased Properties | LTAC | Kindred
Concentration Risk
Number of real estate properties	29
Triple-Net Leased Properties | LTAC | Kindred | Lease Term One
Concentration Risk
Number of real estate properties	6
Annual rent | $	$ 31.9
Atria | Senior Housing Communities
Concentration Risk
Number of Independent Third Party Managed Properties	255
Atria | Senior Housing Communities | Subsequent Event
Concentration Risk
Number of Independent Third Party Managed Properties		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	33.00%
Customer Concentration Risk | Total Gross Book Value of Properties | Triple-Net Leased Properties | Senior Housing Communities
Concentration Risk
Concentration percentage	12.80%
Customer Concentration Risk | Total Gross Book Value of Properties | Senior Living Operations | Senior Housing Communities
Concentration Risk
Concentration percentage	54.20%
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	9.90%
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
	Mar. 31, 2022	Mar. 31, 2021
Revenues | Brookdale Senior Living
Concentration Risk
Concentration percentage	3.70%	4.10%
Revenues | Ardent
Concentration Risk
Concentration percentage	3.20%	3.50%
Revenues | Kindred
Concentration Risk
Concentration percentage	3.30%	3.60%
NOI | Brookdale Senior Living
Concentration Risk
Concentration percentage	7.80%	8.80%
NOI | Ardent
Concentration Risk
Concentration percentage	6.80%	7.50%
NOI | Kindred
Concentration Risk
Concentration percentage	7.00%	7.80%

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ACQUISITIONS OF REAL ESTATE PROPERTY (Narrative) (Details) $ in Millions	1 Months Ended	3 Months Ended
	May 06, 2022 USD ($) property	Mar. 31, 2022 USD ($) property
Business Acquisition [Line Items]
Value of assets acquired | $		$ 349.2
Subsequent Event
Business Acquisition [Line Items]
Value of assets acquired | $	$ 46.1
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 | Subsequent Event
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
	Mar. 31, 2022 USD ($) property	Mar. 31, 2021 USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of real estate properties | property	1,300
Gain on real estate dispositions	$ 2,455	$ 2,533
Impairment of real estate	14,300	78,500
Proceeds from real estate disposals	$ 6,124	$ 8,083
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	332
Dispositions
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain on real estate dispositions	$ 2,200
Proceeds from real estate disposals	$ 5,600
Dispositions | Land
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of real estate properties | property	1

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DISPOSITIONS AND IMPAIRMENTS - Real Estate Assets Held For Sale (Details) $ in Thousands	Mar. 31, 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	$ 26,231	$ 28,399
Liabilities related to assets held for sale	8,411	10,850
Office Operations
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Assets held for sale	3,098	3,435
Liabilities related to assets held for sale	1,558	1,529
Senior Living Operations
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Assets held for sale	23,133	24,964
Liabilities related to assets held for sale	$ 6,853	$ 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	4	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	2	2
Disposal Group, Held-for-sale, Not Discontinued Operations | Senior Living Operations
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	Mar. 31, 2022	Dec. 31, 2021
Loans Receivable And Investments [Abstract]
Total loans receivable and investments, net, carrying amount	$ 554,504	$ 549,150

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LOANS RECEIVABLE AND INVESTMENTS (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Accounts, Notes, Loans and Financing Receivable
Debt Securities, Held-to-maturity, Allowance for Credit Loss	$ (5,333)	$ (5,394)
Debt securities, available-for-sale, unrealized gain	1,249	1,836
Non-mortgage loans receivable, net	24,116	19,024
Total loans receivable and investments, net, amortized cost	558,588	552,707
Total loans receivable and investments, net, carrying amount	554,504	549,150
Total loans receivable and investments, net, fair value	548,878	539,183
Non-mortgage loans receivable, net
Accounts, Notes, Loans and Financing Receivable
Debt Securities, Held-to-maturity, Allowance for Credit Loss	(5,333)	(5,394)
Non-mortgage loans receivable, amortized cost	29,449	24,418
Non-mortgage loans receivable, net, unrealized gain	0	0
Non-mortgage loans receivable, net	24,116	19,024
Non-mortgage loans receivable, fair value	23,826	19,039
Secured/mortgage loans and other, net
Accounts, Notes, Loans and Financing Receivable
Secured mortgage loans and other, net	488,827	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	483,491	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	40,312	39,376
Debt securities, available-for-sale, unrealized gain	1,249	1,836
Government-sponsored pooled loan investments, net	41,561	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	1,249	1,836
Debt securities, available-for-sale and held-to-maturity, amortized cost	529,139	528,289
Debt Securities, Available-for-sale and Held-to-maturity	530,388	530,126
Debt securities, Available-for-Sale and Held-to-Maturity, fair value	$ 525,052	$ 520,144

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INVESTMENTS IN UNCONSOLIDATED ENTITIES (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($) board_member	Mar. 31, 2021 USD ($)	Dec. 31, 2021 USD ($)
Equity method investments
Total investments in unconsolidated real estate entities	$ 541,914		$ 523,465
Management Service
Equity method investments
Management fees	$ 3,500	$ 2,700
Atria
Equity method investments
Ownership percentage	34.00%
Number of board members appointed | board_member	2
Ardent
Equity method investments
Ownership percentage	9.80%
Number of board members appointed | board_member	1
Unconsolidated Properties | Ventas Life Science & Healthcare Real Estate Fund
Equity method investments
Ownership percentage	21.10%		21.10%
Total investments in unconsolidated real estate entities	$ 264,675		$ 267,475
Unconsolidated Properties | Pension Fund Joint Venture
Equity method investments
Ownership percentage	22.90%		22.90%
Total investments in unconsolidated real estate entities	$ 28,248		$ 29,192
Unconsolidated Properties | Research & Innovation Development Joint Venture
Equity method investments
Ownership percentage	51.10%		51.00%
Total investments in unconsolidated real estate entities	$ 244,115		$ 221,363
Unconsolidated Properties | Ventas Investment Management Platform
Equity method investments
Total investments in unconsolidated real estate entities	537,038		518,030
Unconsolidated Properties | All other
Equity method investments
Total investments in unconsolidated real estate entities	$ 4,876		$ 5,435
Unconsolidated Properties | All other | Minimum
Equity method investments
Ownership percentage	34.00%		34.00%
Unconsolidated Properties | All other | Maximum
Equity method investments
Ownership percentage	50.00%		50.00%

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INTANGIBLES (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Intangible assets:
Lease intangible assets	$ 1,373,364	$ 1,369,747
Goodwill	1,045,663	1,046,140
Accumulated amortization	(977,491)	(944,403)
Net intangible assets	$ 1,476,072	$ 1,506,001
Weighted Average Remaining Amortization Period in Years	7 years	7 years 1 month 6 days
Intangible liabilities:
Below-market lease intangibles	$ 334,347	$ 334,365
Other lease intangibles	13,498	13,608
Accumulated amortization	(248,092)	(244,975)
Purchase option intangibles	3,568	3,568
Net intangible liabilities	$ 103,321	$ 106,566
Below market leases, remaining weighted average amortization period (in years)	9 years 6 months	9 years 8 months 12 days
Net intangible liabilities, remaining weighted average amortization period (in years)	9 years 6 months	9 years 8 months 12 days
Above-market lease intangibles
Intangible assets:
Lease intangible assets	$ 129,118	$ 129,121
Weighted Average Remaining Amortization Period in Years	5 years 9 months 18 days	5 years 10 months 24 days
In-place and other lease intangibles
Intangible assets:
Lease intangible assets	$ 1,244,246	$ 1,240,626
Weighted Average Remaining Amortization Period in Years	7 years 1 month 6 days	7 years 2 months 12 days
Other intangibles
Intangible assets:
Other intangibles	$ 34,536	$ 34,517
Weighted Average Remaining Amortization Period in Years	6 years 3 months 18 days	6 years 6 months

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OTHER ASSETS (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions	Mar. 31, 2022	Dec. 31, 2021
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Straight-line rent receivables	$ 179,997
Straight-line rent receivables		$ 176,877
Non-mortgage loans receivable, net	24,116	19,024
Other intangibles, net	7,072	7,270
Investment in unconsolidated operating entities	71,511	73,602
Other	252,943	239,412
Total other assets	$ 613,091	$ 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	Mar. 31, 2022 USD ($)	Mar. 31, 2022 CAD ($)	Dec. 31, 2021 USD ($)	Mar. 31, 2021 USD ($)
Debt instruments
Commercial paper notes	$ 636,948		$ 280,000
Total	12,477,876		12,093,138
Deferred financing costs, net	(67,022)		(69,925)
Unamortized fair value adjustment	30,581		32,888
Unamortized discounts	(27,692)		(28,557)
Senior notes payable and other debt	12,413,743		12,027,544
Unsecured revolving credit facility | Revolving Credit Facility
Debt instruments
Fair value of amount outstanding	46,037		56,448
Unsecured revolving credit facility | Revolving Credit Facility | Borrowings Originally Denominated in CAD
Debt instruments
Mortgage loans and other	21,600		30,900
Unsecured revolving credit facility | Revolving Credit Facility | Borrowings Originally Denominated in GBP
Debt instruments
Mortgage loans and other	24,400		25,600
Unsecured term loan due 2023
Debt instruments
Unsecured term loan	$ 200,000		200,000
2.55% Senior Notes, Series D due 2023
Debt instruments
Interest rate	2.55%	2.55%
Senior notes	$ 220,018		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	$ 200,016		197,879
2.80% Senior Notes, Series E due 2024
Debt instruments
Interest rate	2.80%	2.80%
Senior notes	$ 480,038		474,909
Unsecured Term Loan due 2025
Debt instruments
Unsecured term loan	$ 400,032	$ 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
2.45% Senior Notes, Series G Due 2027
Debt instruments
Interest rate	2.45%	2.45%
Senior notes	$ 380,030			$ 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	$ 240,019			$ 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	$ 2,449,515		$ 2,431,831

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SENIOR NOTES PAYABLE AND OTHER DEBT - Indebtedness of Maturities (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Scheduled maturities of borrowing arrangements and other provisions excluding capital lease obligations
2022	$ 1,020,025
2023	740,379
2024	1,701,295
2025	2,126,913
2026	1,057,476
Thereafter	5,831,788
Total maturities	12,477,876	$ 12,093,138
Unrestricted cash and cash equivalents	149,599	$ 149,725
Unsecured Revolving Credit Facility and Commercial Paper
Scheduled maturities of borrowing arrangements and other provisions excluding capital lease obligations
2022	636,948
2023	0
2024	0
2025	46,037
2026	0
Thereafter	0
Total maturities	682,985
Remaining borrowing capacity	533,400
Principal Amount Due at Maturity
Scheduled maturities of borrowing arrangements and other provisions excluding capital lease obligations
2022	342,600
2023	700,088
2024	1,666,791
2025	2,052,522
2026	1,036,035
Thereafter	5,713,952
Total maturities	11,511,988
Scheduled Periodic Amortization
Scheduled maturities of borrowing arrangements and other provisions excluding capital lease obligations
2022	40,477
2023	40,291
2024	34,504
2025	28,354
2026	21,441
Thereafter	117,836
Total maturities	$ 282,903

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SENIOR NOTES PAYABLE AND OTHER DEBT - Credit Facilities, Commerical Paper and Unsecured Term Loans (Details) $ in Millions	3 Months Ended
	Mar. 31, 2022 USD ($) period	Mar. 31, 2021 USD ($)	Mar. 31, 2022 CAD ($)	Dec. 31, 2021 USD ($)
Debt instruments
Commercial paper notes	$ 636,948,000			$ 280,000,000
Commercial paper program capacity	1,000,000,000
Loss on extinguishment of debt	0	$ 27,090,000
Unsecured debt | Revolving Credit Facility
Debt instruments
Maximum borrowing capacity	$ 2,750,000,000
Additional periods | period	2
Additional period term	6 months
Accordion feature of debt	$ 3,750,000,000
Remaining borrowing capacity	2,700,000,000
Fair value of amount outstanding	46,037,000			56,448,000
Letters of credit outstanding	$ 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	$ 200,000,000			200,000,000
Unsecured Term Loan due 2025
Debt instruments
Unsecured debt	$ 400,032,000		$ 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
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Debt instruments
Loss on extinguishment of debt	$ 0	$ 27,090
2.50% Senior Notes due 2031
Debt instruments
Senior notes	$ 500,000		$ 500,000
Interest rate	2.50%

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SENIOR NOTES PAYABLE AND OTHER DEBT - Mortgages (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Unamortized fair value adjustment	$ 30,581	$ 32,888

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FAIR VALUES OF FINANCIAL INSTRUMENTS (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Assets:
Cash and cash equivalents	$ 149,599	$ 149,725
Escrow deposits and restricted cash	49,848	46,872
Non-mortgage loans receivable, net	24,116	19,024
Liabilities:
Senior notes payable and other debt, gross	12,477,876	12,093,138
Redeemable OP Units, fair value	217,200	182,100
Non-mortgage loans receivable, net
Assets:
Non-mortgage loans receivable, net	24,116	19,024
Non-mortgage loans receivable, fair value	23,826	19,039
Secured/mortgage loans and other, net
Assets:
Secured mortgage loans and other, net	488,827	488,913
Debt securities, held-to-maturity, fair value	483,491	478,931
Government-sponsored pooled loan investments, net
Assets:
Government-sponsored pooled loan investments, net	41,561	41,213
Carrying Amount
Assets:
Cash and cash equivalents	149,599	149,725
Escrow deposits and restricted cash	49,848	46,872
Derivative instruments	10,410	1,128
Liabilities:
Derivative instruments	2,571	12,290
OP Units	217,225	182,112
Carrying Amount | Brookdale Senior Living
Assets:
Stock warrants	77,452	48,884
Carrying Amount | Non-mortgage loans receivable, net
Assets:
Non-mortgage loans receivable, net	24,116	19,024
Carrying Amount | Secured/mortgage loans and other, net
Assets:
Secured mortgage loans and other, net	488,827	488,913
Carrying Amount | Government-sponsored pooled loan investments, net
Assets:
Government-sponsored pooled loan investments, net	41,561	41,213
Fair Value
Assets:
Cash and cash equivalents, fair value	149,599	149,725
Escrow deposits and restricted cash	49,848	46,872
Derivative instruments	10,410	1,128
Liabilities:
Long-term debt and short-term borrowings, fair value	12,518,899	12,891,937
Derivative instruments	2,571	12,290
Redeemable OP Units, fair value	217,225	182,112
Fair Value | Brookdale Senior Living
Assets:
Stock warrants	77,452	48,884
Fair Value | Non-mortgage loans receivable, net
Assets:
Non-mortgage loans receivable, fair value	23,826	19,039
Fair Value | Secured/mortgage loans and other, net
Assets:
Debt securities, held-to-maturity, fair value	483,491	478,931
Fair Value | Government-sponsored pooled loan investments, net
Assets:
Government-sponsored pooled loan investments, net	$ 41,561	$ 41,213

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INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Valuation Allowance [Line Items]
Income tax benefit (expense)	$ 4,490	$ (2,153)
Deferred income tax liabilities	52,750		$ 59,259
Internal Restructuring, Taxable REIT Subsidiaries
Valuation Allowance [Line Items]
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount	$ 2,000	$ 2,800

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STOCKHOLDERS' EQUITY - Capital Stock (Details) $ in Billions	Mar. 31, 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	Mar. 31, 2022	Dec. 31, 2021
Equity [Abstract]
Foreign currency translation loss	$ (66,784)	$ (56,227)
Unrealized gain on available for sale securities	1,249	1,836
Unrealized gain (loss) on derivative instruments	6,239	(10,129)
Total accumulated other comprehensive loss	$ (59,296)	$ (64,520)

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EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands		3 Months Ended
		Mar. 31, 2022	Mar. 31, 2021
Numerator for basic and diluted earnings per share:
Income (loss) from continuing operations		$ 40,592	$ (55,398)
Net income (loss)		40,592	(55,398)
Net income attributable to noncontrolling interests		1,860	1,811
Net income (loss) attributable to common stockholders		$ 38,732	$ (57,209)
Denominator:
Denominator for basic earnings per share—weighted average shares (in shares)		399,297	374,669
Effect of dilutive securities:
Stock options (in shares)		25	16
Restricted stock awards (in shares)		421	282
OP Unitholder Interests (in shares)		3,517	2,955
Denominator for diluted earnings per share—adjusted weighted average shares (in shares)		403,260	377,922
Basic earnings per share:
Income from continuing operations (in usd per share)		$ 0.10	$ (0.15)
Net income attributable to common stockholders (in usd per share)		0.10	(0.15)
Diluted earnings per share:
Income from continuing operations (in usd per share)	[1]	0.10	(0.15)
Net income attributable to common stockholders (in usd per share)	[1]	$ 0.10	$ (0.15)

[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)	3 Months Ended
	Mar. 31, 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
	Mar. 31, 2022	Mar. 31, 2021
Revenues:
Rental income	$ 352,101	$ 357,340
Income from loans and investments	9,847	19,010
Interest and other income	536	341
Total revenues	1,017,554	910,291
Less:
Interest and other income	536	341
Property-level operating expenses	542,721	486,600
Office building and other services costs	1,313	618
Segment NOI	472,984	422,732
Interest and other income	536	341
Interest expense	(110,794)	(110,767)
Depreciation and amortization	(289,064)	(314,148)
General, administrative and professional fees	(42,998)	(40,309)
Loss on extinguishment of debt, net	0	(27,090)
Transaction expenses and deal costs	(19,992)	(4,617)
Allowance on loans receivable and investments	54	8,902
Other	27,190	9,428
Loss from unconsolidated entities	(4,269)	(250)
Gain on real estate dispositions	2,455	2,533
Income tax benefit (expense)	4,490	(2,153)
Income (loss) from continuing operations	40,592	(55,398)
Net income (loss)	40,592	(55,398)
Net income attributable to noncontrolling interests	1,860	1,811
Net income (loss) attributable to common stockholders	38,732	(57,209)
Resident fees and services
Revenues:
Other revenues	651,121	528,650
Office building and other services revenue
Revenues:
Other revenues	3,949	4,950
Operating Segments | Triple-Net Leased Properties
Revenues:
Rental income	151,561	159,885
Income from loans and investments	0	0
Interest and other income	0	0
Total revenues	151,561	159,885
Less:
Interest and other income	0	0
Property-level operating expenses	4,008	4,825
Office building and other services costs	0	0
Segment NOI	147,553	155,060
Interest and other income	0	0
Operating Segments | Triple-Net Leased Properties | Resident fees and services
Revenues:
Other revenues	0	0
Operating Segments | Triple-Net Leased Properties | Office building and other services revenue
Revenues:
Other revenues	0	0
Operating Segments | Senior Living Operations
Revenues:
Rental income	0	0
Income from loans and investments	0	0
Interest and other income	0	0
Total revenues	651,121	528,650
Less:
Interest and other income	0	0
Property-level operating expenses	475,530	417,829
Office building and other services costs	0	0
Segment NOI	175,591	110,821
Interest and other income	0	0
Operating Segments | Senior Living Operations | Resident fees and services
Revenues:
Other revenues	651,121	528,650
Operating Segments | Senior Living Operations | Office building and other services revenue
Revenues:
Other revenues	0	0
Operating Segments | Office Operations
Revenues:
Rental income	200,540	197,455
Income from loans and investments	0	0
Interest and other income	0	0
Total revenues	201,157	199,800
Less:
Interest and other income	0	0
Property-level operating expenses	63,183	63,946
Office building and other services costs	0	618
Segment NOI	137,974	135,236
Interest and other income	0	0
Operating Segments | Office Operations | Resident fees and services
Revenues:
Other revenues	0	0
Operating Segments | Office Operations | Office building and other services revenue
Revenues:
Other revenues	617	2,345
Non-Segment
Revenues:
Rental income	0	0
Income from loans and investments	9,847	19,010
Interest and other income	536	341
Total revenues	13,715	21,956
Less:
Interest and other income	536	341
Property-level operating expenses	0	0
Office building and other services costs	1,313	0
Segment NOI	11,866	21,615
Interest and other income	536	341
Non-Segment | Resident fees and services
Revenues:
Other revenues	0	0
Non-Segment | Office building and other services revenue
Revenues:
Other revenues	$ 3,332	$ 2,605

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SEGMENT INFORMATION - Capital Expenditures (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Segment Reporting Information
Total capital expenditures	$ 418,111	$ 88,482
Operating Segments | Triple-Net Leased Properties
Segment Reporting Information
Total capital expenditures	634	8,218
Operating Segments | Senior Living Operations
Segment Reporting Information
Total capital expenditures	143,403	48,717
Operating Segments | Office Operations
Segment Reporting Information
Total capital expenditures	$ 274,074	$ 31,547

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SEGMENT INFORMATION - Revenue and Net Real Estate Property (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Revenues:
Total revenues	$ 1,017,554	$ 910,291
Net Real Estate Property:
Total net real estate property	21,982,221		$ 21,816,838
United States
Revenues:
Total revenues	897,933	797,768
Net Real Estate Property:
Total net real estate property	18,718,109		18,562,738
Canada
Revenues:
Total revenues	112,144	105,033
Net Real Estate Property:
Total net real estate property	3,027,276		3,007,008
United Kingdom
Revenues:
Total revenues	7,477	$ 7,490
Net Real Estate Property:
Total net real estate property	$ 236,836		$ 247,092