10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)
☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the year ended December 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:    

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒    No ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨   No ☒

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 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

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

The aggregate market value of shares of the registrant’s common stock held by non-affiliates of the registrant on June 30, 2022, based on a closing price of the common stock of $51.43 as reported on the New York Stock Exchange, was $17.1 billion. 

As of February 3, 2023, there were 399,993,581 shares of the registrant’s common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive Proxy Statement for the 2023 Annual Meeting of Stockholders are incorporated by reference into Part III, Items 10 through 14 of this Annual Report on Form 10-K to the extent stated herein. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2022.

CAUTIONARY STATEMENTS

    Unless otherwise indicated or except where the context otherwise requires, the terms “we,” “us,” “our,” “Company” and other similar terms in this Annual Report on Form 10-K (the “Annual Report”) refer to Ventas, Inc. and its consolidated subsidiaries.

Forward-Looking Statements

This Annual Report on Form 10-K 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 “assume,” “may,” “will,” “project,” “expect,” “believe,” “intend,” “anticipate,” “seek,” “target,” “forecast,” “plan,” “potential,” “estimate,” “could,” “would,” “should” and other comparable and derivative terms or the negatives thereof. The 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 under “Summary Risk Factors” and in “Item 1A, Risk Factors” in this report.

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Summary Risk Factors

Our business is subject to significant risks and uncertainties that make an investment in us speculative and risky. Below we summarize what we believe are the principal risk factors, but these risks are not the only ones we face, and you should carefully review and consider the full discussion of our risk factors in the section titled “Risk Factors” in Part I, Item 1A of this Annual Report, together with the other information in this Annual Report. If any of the following risks, or any other risks and uncertainties that are not addressed below or elsewhere in this Annual Report or that we have not yet identified, actually occur, our business, financial condition and results of operations could be materially adversely affected and the value of our securities could decline.

Risks Related to COVID-19 Pandemic

•The ongoing COVID-19 pandemic and its extended consequences have had and may continue to have a material adverse effect on our business; and

•There is a high degree of uncertainty regarding the implementation and impact of the CARES Act and other pandemic-related legislation and any future COVID-19 relief measures.

Risks Related to Our Business Operations and Strategy

•Macroeconomic trends including rising labor costs and historically low unemployment, increases in inflation, changes in exchange rates and rising interest rates may adversely affect our business;

•Macroeconomic conditions and other events or occurrences that affect areas in which our properties are geographically concentrated may impact financial results;

•Our success depends, in part, on our ability to attract and retain talented employees. The loss of any one of our key personnel or the inability to maintain appropriate staffing could adversely impact our business;

•Third parties must operate our non-Office assets, limiting our control and influence over operations and results;

•Our operating assets may expose us to various operational risks, liabilities and claims that could adversely affect our ability to generate revenues or increase our costs;

•A significant portion of our revenues and operating income is dependent on a limited number of tenants and managers; if our tenants’, managers’ or borrowers’ financial condition or business prospects deteriorate, it could adversely affect our business;

•We face potential adverse consequences from the bankruptcy, insolvency or financial deterioration of our tenants, managers or borrowers;

•We may be required to recognize reserves, allowances, credit losses or impairment charges;

•If we need to replace any of our tenants or managers, we may be unable to do so on as favorable terms, if at all, and we could be subject to delays, limitations and expenses;

•If a borrower defaults, we may be unable to obtain payment, successfully foreclose on collateral or realize the value of any collateral, which could adversely affect our ability to recover our investment;

•We are vulnerable to adverse changes affecting our specific asset classes and the real estate industry generally;

•To the extent that we or our tenants, managers and borrowers are unable to navigate successfully the trends impacting our or their businesses and the industries in which we or they operate, we may be adversely affected;

•The hospitals on or near the campuses where our medical office buildings are located and their affiliated health systems may not remain competitive or financially viable;

•Our life science, research and innovation tenants face unique levels of expense and uncertainty;

•Increased construction and development in the markets in which our properties are located could adversely affect our future occupancy rates, operating margins and profitability;

•Merger, acquisition and investment activity in our industries resulting in a change of control of, or a competitor’s investment in, one or more of our tenants, managers or borrowers could adversely affect our business;

•Our ongoing strategy depends, in part, upon identifying and consummating future acquisitions and investments and effectively managing our expansion opportunities;

•Our investments and acquisitions may be unsuccessful or fail to meet our expectations;

•Our investments in co-investment vehicles, joint ventures and minority interests may subject us to risks and liabilities that we would not otherwise face;

•Damage to our reputation could adversely affect our business, financial condition or result of operations;

•Development, redevelopment and construction risks could affect our profitability;

•We may face increased risks and costs associated with volatility in materials and labor prices or as a result of supply chain or procurement disruptions, which may adversely affect the status of our construction projects;

•Purchase options, rights of first offer or rights of first refusal in favor of third parties could negatively affect us or discourage prospective buyers from negotiating with us with respect to the sale of our properties;

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•Damage from catastrophic or extreme weather and other natural events and the physical effects of climate change could result in losses; and

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

Our Capital Structure Risks

•Market conditions and the actual and perceived state of the capital markets generally could negatively impact our business;

•We are exposed to increases in interest rates, which could reduce our profitability and adversely impact our ability to refinance existing debt, sell assets or engage in acquisition, investment, development and redevelopment activity, and our decision to hedge against interest rate risk might not be effective;

•We have a significant amount of outstanding indebtedness and may incur additional indebtedness in the future;

•We are highly dependent on access to the capital markets. Limitations on our ability to access capital could have an adverse effect on us, including our ability to make required payments on our debt obligations, make distributions to our stockholders or make future investments necessary to implement our business strategy;

•We may be adversely affected by fluctuations in currency exchange rates;

•The phasing out of LIBOR may affect our financial results; and

•Covenants in the instruments governing our and our subsidiaries’ existing indebtedness limit our operational flexibility, and a covenant breach could adversely affect our operations.

Our Legal, Compliance and Regulatory Risks

•Significant legal or regulatory proceedings could subject us or our tenants or managers to increased operating costs and substantial uninsured liabilities;

•We and our tenants, borrowers and managers may be adversely affected by regulation and enforcement;

•Our investments may expose us to unknown liabilities; and

•Our business could be harmed by liabilities or damages from environmental problems, cyber incidents, insufficiencies in insurance coverages or a failure to maintain effective internal controls.

Our REIT Status Risks

•Loss of our status as a REIT would have significant adverse consequences for us and the value of our common stock;

•We are subject to certain limitations and requirements as a result of our status as a REIT, which may impose limitations on the operation of our business and subject us to significant risk if we are not able to comply; and

•Other REIT-related restrictions and requirements may limit our transactions or operations or could have a negative impact on us or our business.

Note Regarding Third-Party Information

This Annual 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.

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TABLE OF CONTENTS

PART I
Item 1.	Business	1
Item 1A.	Risk Factors	15
Item 1B.	Unresolved Staff Comments	38
Item 2.	Properties	38
Item 3.	Legal Proceedings	40
Item 4.	Mine Safety Disclosures	40
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	41
Item 6.	[Reserved]	43
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	43
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	69
Item 8.	Financial Statements and Supplementary Data	70
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	125
Item 9A.	Controls and Procedures	125
Item 9B.	Other Information	125
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	125
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	126
Item 11.	Executive Compensation	126
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	126
Item 13.	Certain Relationships and Related Transactions, and Director Independence	126
Item 14.	Principal Accountant Fees and Services	126
PART IV
Item 15.	Exhibits and Financial Statement Schedules	127
Item 16.	Form 10-K Summary	134

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PART I

ITEM 1.    Business

BUSINESS

Overview

Ventas, Inc., 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 collectively as “healthcare real estate,” located throughout the United States, Canada and the United Kingdom. As of December 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 housing operating portfolio, which we also refer to as “SHOP” and which was formerly known as senior living operations, and office operations. See our Consolidated Financial Statements and the related notes, including “Note 2 – Accounting Policies” and “Note 18 – Segment Information,” included in Part II, Item 8 of this Annual Report on Form 10-K (the “Annual Report”). Our senior housing communities are either subject to triple-net leases, in which case they are included in our triple-net leased properties reportable business segment, or operated by independent third-party managers, in which case they are included in our SHOP reportable business segment.

As of December 31, 2022, we leased a total of 326 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 December 31, 2022.

As of December 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 553 senior housing communities in our SHOP reportable business segment.

As of December 31, 2022, we owned a total of 376 properties in our office operations reportable business segment. These properties generally consist of MOBs that are predominantly located on or contiguous to a health system campus and life science, research and innovation properties that are affiliated with and often located on or contiguous to a university or academic medical campus. Through our Lillibridge Healthcare Services, Inc. (“Lillibridge”) subsidiary and our ownership interest in PMB Real Estate Services LLC (“PMBRES”), we also provide office 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 unsecured loans and other investments relating to healthcare real estate or operators.

We have a third-party institutional capital management business, Ventas Investment Management (“VIM”), which includes our open-ended investment vehicle, the Ventas Life Science & Healthcare Real Estate Fund (the “Ventas Fund”). Through VIM, 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. See “Note 7 – Investments in Unconsolidated Entities” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report.

Starting in 2020, our business was significantly impacted by the COVID-19 pandemic, including actions taken to prevent the spread of the virus and its variants, and its extended consequences. See “Risk Factors” in Part I, Item 1A, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 and “Consolidated Financial Statements and the related notes thereto” included in Part II, Item 8, in each case, of this Annual Report.

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Business Strategy

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.

Aiming to Generate Reliable and Growing Cash Flows

We aim to generate reliable and growing cash flows from our portfolio, which enables us to pay regular cash dividends to stockholders and creates opportunities to increase stockholder value through profitable investments. We believe that the combination of steady contractual growth from our long-term triple-net leases, steady, reliable cash flows from our loan investments, stable cash flows from our office buildings, and the higher growth potential inherent in our senior housing operating communities will enable us to generate sustainable, growing cash flows that are resilient to economic downturns.

Aiming to maintain a Balanced, Diversified Portfolio of High-Quality Assets

We aim to maintain a balanced portfolio of high-quality assets diversified by investment type, geographic location, asset type, tenant or operator, revenue source and operating model because we believe such approach diminishes the risk that any single factor or event could materially harm our business. Portfolio diversification also enhances the reliability of our cash flows by reducing our exposure to any particular asset class or market, or individual tenant, borrower or manager and we believe such diversification helps mitigate the impact of certain risks, including risks related to regulatory changes, climate events, rising inflation and interest rates and economic downturns or global health events.

Preserving Our Financial Strength, Flexibility and Liquidity

Our goal to maintain a strong, flexible balance sheet and substantial liquidity helps enable us to capitalize on strategic growth opportunities in the healthcare industry through acquisitions, investments and development and redevelopment projects. We aim to maintain our financial strength to pursue profitable investment opportunities by actively managing our leverage and improving our cost of capital. In addition, we seek to actively preserve our access to multiple sources of capital and liquidity, including unsecured bank debt, mortgage financings, public and private debt and equity markets, and through our third-party institutional capital management business, VIM.

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Portfolio Summary

The following table summarizes our consolidated portfolio of properties and other investments, including construction in progress, as of and for the year ended December 31, 2022 (dollars in thousands):

			Real Estate Investments						Revenues
Asset Type	Properties (1)	Units/ Sq. Ft./ Beds (2)	Real Estate Investments, at Cost		Percent of Total Real Estate Investments		Real Estate Investment Per Unit/Bed/Sq. Ft.		Revenue		Percent of Total Revenues
Senior housing communities	802	80,644	$	20,094,216	66.7	%	$	249.2	$	2,952,283	71.5	%
MOBs (3)	327	18,389,526	5,520,745		18.3		0.3		579,467		14.0
Research and innovation centers	32	5,646,678	2,125,216		7.1		0.4		227,243		5.5
Inpatient rehabilitation facilities (IRFs) and long-term acute care facilities (LTACs)	36	3,091	467,427		1.6		151.2		164,208		4.0
Health systems	13	2,064	1,503,881		5.0		728.6		129,078		3.1
Skilled nursing facilities (SNFs)	16	1,732	193,808		0.6		111.9		25,119		0.6
Development properties and other	11		209,306		0.7
Total real estate investments, at cost	1,237		$	30,114,599	100.0	%
Income from loans and investments									48,160		1.2
Interest and other income									3,635		0.1
Revenues related to assets classified as held for sale	3								—		0.0
Total revenues									$	4,129,193	100.0	%

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(1)Our consolidated properties were located in 47 states, the District of Columbia, seven Canadian provinces and the United Kingdom.

(2)Senior housing communities are generally measured in units; MOBs and research and innovation centers are measured by square footage; and IRFs and LTACs, health systems and SNFs are generally measured by licensed bed count.

(3)As of December 31, 2022, we leased 87 of our consolidated MOBs pursuant to triple-net leases. Lillibridge or PMBRES managed 231 of our consolidated MOBs and nine of our consolidated MOBs were managed by six managers. Through Lillibridge, we also provided management and leasing services for 51 MOBs owned by third parties as of December 31, 2022.

In addition, as of December 31, 2022, we owned nine senior housing communities, 14 life science, research and innovation centers, three MOBs and five properties under development through investments in unconsolidated real estate entities, primarily through our VIM business. See “Note 7 – Investments in Unconsolidated Entities” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report.

Senior Housing Communities

As of December 31, 2022, we had 802 properties that are operated as senior housing communities in our triple-net lease properties reportable segment and SHOP reportable segment. Our senior housing communities include independent living communities, assisted living communities, memory care communities and continuing care retirement communities. Independent living communities are typically age-restricted multifamily rental properties with central dining facilities that provide residents with access to meals and other services such as housekeeping, linen service, transportation and social and recreational activities. Assisted living communities typically offer supportive care that is provided by trained employees to residents who require assistance with activities of daily living, such as bathing, dressing and medication management. Memory care communities provide care for individuals with Alzheimer’s disease and other forms of dementia or memory loss. Continuing care retirement communities are typically age-restricted properties that offer a continuum of care, and may include a combination of independent living, assisted living, memory care or skilled nursing units. Our assisted living, memory care and continuing care retirement communities are generally subject to state licensure requirements for the delivery of some or all of their services, while our independent living communities generally are not. Charges for room, board and services at these communities are generally paid from private sources.

Medical Office Buildings

As of December 31, 2022, we had 327 properties that are operated as medical office buildings in our office operations reportable segment. Typically, our MOBs, which are predominantly located on or contiguous to a health system campus, are multi-tenant properties leased to several unrelated medical practices, although in many cases they may be associated with a large single specialty or multi-specialty group, including neighboring health systems. Tenants include physicians, dentists, psychologists, therapists and other healthcare providers, who require space devoted to patient examination and treatment,

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diagnostic imaging, outpatient surgery and other outpatient services. MOBs are similar to commercial office buildings, but typically require enhanced plumbing, electrical and mechanical systems to accommodate the needs of healthcare providers such as sinks in every room, brighter lights and specialized medical equipment. As of December 31, 2022, we owned approximately 18.4 million square feet of MOBs. Through our Lillibridge subsidiary, we also managed approximately 1.6 million square feet of office properties for third parties.

Life Science, Research and Innovation Centers

As of December 31, 2022, we had 32 properties that are operated as life science, research and innovation centers in our office operations reportable segment and we had investments in 14 other life science, research and innovation centers. Our life science, research and innovation centers contain laboratory and office space primarily for universities, academic medical centers, technology, biotechnology, medical device and pharmaceutical companies and other organizations involved in the life science, research and innovation industry. While these properties have characteristics similar to commercial office buildings, they generally contain more advanced electrical, mechanical, heating, ventilating and air conditioning systems. The facilities generally have specialty equipment including emergency generators, fume hoods, lab bench tops and related amenities. In many instances, research and innovation center tenants make significant investments to improve their leased space, in addition to landlord improvements, to accommodate biology, chemistry or medical device research initiatives. Our research and innovation centers are often located on or contiguous to university and academic medical campuses. As of December 31, 2022, we own or have investments in nearly 11.3 million square feet spanning 46 operating properties and five in progress ground-up development properties.

Inpatient Rehabilitation and Long-Term Acute Care Facilities

As of December 31, 2022, we had 29 freestanding properties that are operated as long-term acute care facilities (“LTACs”) in our triple-net leased properties reportable business segment. LTACs have a Medicare average length of stay of greater than 25 days and serve medically complex, chronically ill patients who require a high level of monitoring and specialized care, but whose conditions do not necessitate the continued services of an intensive care unit. The operators of these LTACs have the capability to treat patients who suffer from multiple systemic failures or conditions such as neurological disorders, head injuries, brain stem and spinal cord trauma, cerebral vascular accidents, chemical brain injuries, central nervous system disorders, developmental anomalies and cardiopulmonary disorders. Chronic patients often depend on technology for continued life support, such as mechanical ventilators, total parenteral nutrition, respiration or cardiac monitors and dialysis machines, and, due to their severe medical conditions, generally are not clinically appropriate for admission to a skilled nursing facility or rehabilitation hospital. We also own seven freestanding inpatient rehabilitation facilities (“IRFs”) devoted to the rehabilitation of patients with various neurological, musculoskeletal, orthopedic and other medical conditions following stabilization of their acute medical issues.

Health Systems

As of December 31, 2022, we had 13 properties that are operated as health systems in our triple-net leased properties reportable business segment. Health systems provide medical and surgical services, including inpatient care, intensive care, cardiac care, diagnostic services and emergency services. These health systems also provide outpatient services such as outpatient surgery, laboratory, radiology, respiratory therapy, cardiology and physical therapy. In the United States, these health systems receive payments for patient services from the federal government primarily under the Medicare program, state governments under their respective Medicaid or similar programs, health maintenance organizations, preferred provider organizations, other private insurers and directly from patients.

Skilled Nursing Facilities

As of December 31, 2022, we had 16 properties that are operated as SNFs in our triple-net leased properties reportable business segment. SNFs provide rehabilitative, restorative, skilled nursing and medical treatment for patients and residents who do not require the high technology, care-intensive, high-cost setting of an acute care or rehabilitation hospital. Treatment programs include physical, occupational, speech, respiratory and other therapies, including sub-acute clinical protocols such as wound care and intravenous drug treatment. Charges for these services are generally paid from a combination of government reimbursement and private sources.

Loans and Investments

As of December 31, 2022, we held $561.4 million of loans receivable and investments, net of allowance, relating to healthcare real estate. Our loans receivable and investments generally provide us with interest income and fees, and are often

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secured by mortgage liens or leasehold mortgages on the underlying properties and corporate or personal guarantees by affiliates of the borrowing entity. In some cases, the loans are secured by a pledge of ownership interests in the entity or entities that own the related properties or may take the form of mezzanine loans, which are subordinated to senior secured loans held by other investors that encumber the same real estate. See “Note 6 – Loans Receivable and Investments” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report.

Development and Redevelopment Projects

We are party to certain agreements that obligate us to develop properties funded through capital that we and, in certain circumstances, our joint venture partners provide. As of December 31, 2022, we had 17 properties under development pursuant to these agreements, including five properties that are owned through unconsolidated real estate entities. In addition, from time to time, we engage in redevelopment projects with respect to our existing properties to maximize the value, increase net operating income (“NOI,” which is defined as total revenues, excluding interest and other income, less property-level operating expenses and third party capital management expenses), maintain a market-competitive position, achieve property stabilization or change the primary use of the property.

Geographic Diversification of Properties

Our portfolio of assets is broadly diversified by geographic location throughout the United States, Canada and the United Kingdom, with properties in only one state (California) accounting for more than 10% of our total continuing revenues and NOI for the year ended December 31, 2022. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” included in Part II, Item 7 of this Annual Report for additional disclosure and reconciliations of net income attributable to common stockholders, as computed in accordance with U.S. generally accepted accounting principles (“GAAP”), to NOI.

Segment Information

We operate through three reportable business segments: triple-net leased properties, senior housing operating portfolio and office operations. Non-segment assets, classified as “Non-segment,” consist primarily of corporate assets, including cash, restricted cash, loans receivable and investments and miscellaneous accounts receivable. Our chief operating decision maker evaluates performance of the combined properties in each reportable business segment and determines how to allocate resources to these segments, in significant part, based on NOI and related measures. For further information regarding our business segments and a discussion of our definition of NOI, see “Note 18 – Segment Information” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report and for a reconciliation of NOI to our net income attributable to common stockholders, as computed in accordance with GAAP, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures.”

Senior Housing Operating Portfolio (SHOP)

In our SHOP reportable business segment, we invest in senior housing communities throughout the United States and Canada and engage independent managers, such as Atria and Sunrise, to operate and manage those communities. The REIT Investment Diversification and Empowerment Act of 2007 (“RIDEA”) permits us to own or partially own qualified healthcare properties in a structure through which we can participate directly in the cash flow of the properties’ operations (as compared to receiving only contractual rent payments under a triple-net lease) in compliance with REIT requirements. In a RIDEA structure, we are required to rely on a third-party manager to manage and operate the property, including procuring supplies, hiring and training all employees, entering into all third-party contracts for the benefit of the property, including resident/patient agreements, complying with laws and regulations, including but not limited to healthcare laws, and providing resident care and services, in exchange for a management fee. As a result, we must rely on our managers’ personnel, expertise, technical resources and information systems, risk management processes, proprietary information, good faith and judgment to manage our senior housing operations efficiently and effectively. We also rely on our managers to set appropriate resident fees, to 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.

Office Operations

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. Our MOBs, which are predominantly located on or contiguous to a health system campus, are typically multi-tenant properties leased to several unrelated medical practices, many of which may be associated with a large single specialty or multi-specialty group. Through our Lillibridge subsidiary and

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our ownership interest in PMBRES, we also provide MOB management, leasing, marketing, facility development and advisory services to highly rated hospitals and health systems throughout the United States. Our life science, research and innovation centers contain laboratory and office space primarily for universities, academic medical centers, technology, biotechnology, medical device and pharmaceutical companies and other organizations involved in the life science, research and innovation industry.

Triple-Net Leased Properties

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 leases that obligate the tenants to pay all property-related expenses, including maintenance, utilities, repairs, taxes, insurance and capital expenditures.

Significant Tenants and Managers

The following table summarizes certain information regarding our tenant and manager concentration as of and for the year ended December 31, 2022 (excluding properties classified as held for sale and properties owned by investments in unconsolidated real estate entities):

	Number of Properties Leased or Managed	Percent of Total Real Estate Investments (1)		Percent of Total Revenues		Percent of NOI
SHOP	544	53.9	%	64.3	%	35.1	%
Brookdale Senior Living (2)	121	7.8		3.6		8.1
Ardent	30	5.3		3.2		7.1
Kindred	29	0.8		3.2		7.3

______________________________

(1)Based on gross book value.

(2)Excludes nine properties managed by Brookdale Senior Living pursuant to long-term management agreements and included in the SHOP reportable business segment.

Triple-Net Leased Properties

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 mortgage financing documents, if any, affecting the properties. In addition, each of our Brookdale Senior Living, Ardent and Kindred leases is guaranteed by a corporate parent. 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 year ended December 31, 2022. See “Risk Factors—Our Business Operations and Strategy Risks—A significant portion of our revenues and operating income is dependent on a limited number of tenants and managers, including Brookdale Senior Living, Ardent, Kindred, Atria and Sunrise.” included in Part I, Item 1A of this Annual Report.

Brookdale Senior Living Lease

As of December 31, 2022, we leased 121 properties (excluding nine properties managed by Brookdale Senior Living pursuant to long-term management agreements and included in the SHOP reportable business segment) to Brookdale Senior Living pursuant to a single, triple-net master lease agreement (together with certain other agreements related to such master lease, collectively, the “Brookdale Lease”). The aggregate contractual base rent due to us from Brookdale Senior Living in 2022 was approximately $105.9 million, and the current aggregate contractual base rent (computed in accordance with GAAP) is approximately $148.8 million. The difference between the aggregate contractual base rent due in 2022 and the current aggregate contractual base rent (computed in accordance with GAAP) is, in part, a result of the amortization over the remaining lease term of $235 million of up-front consideration received as part of certain amendments to the Brookdale Lease in July 2020.

Under the terms of the Brookdale Lease, base rent escalates annually at 3% per annum, which escalation commenced on January 1, 2022. The existing term of the Brookdale Lease expires December 31, 2025 and Brookdale has the option to renew such term for two, 10-year extensions at the greater of escalated rent and fair market rent. The Brookdale Lease is guaranteed by Brookdale Senior Living, Inc.

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In addition, we hold warrants for 16.3 million shares of Brookdale Senior Living common stock, which are exercisable at any time prior to December 31, 2025 and have an exercise price of $3.00 per share. The warrants are classified within other assets on our Consolidated Balance Sheets and measured at fair value with changes in fair value being recognized within other expense in our Consolidated Statements of Income.

Ardent Lease

As of December 31, 2022, we leased 11 properties (excluding 19 MOBs leased to Ardent under separate leases included in our office operations segment) to Ardent pursuant to a single, triple-net master lease agreement (together with certain other agreements related to such master lease, collectively, the “Ardent Lease”). The aggregate 2022 contractual base rent due to us from Ardent was approximately $130.4 million, and the current aggregate contractual base rent (computed in accordance with GAAP) was approximately $130.5 million. Under the terms of the Ardent Lease, base rent escalates annually by the lesser of four times the increase in the Consumer Price Index for the relevant period and 2.5%. The existing term of the Ardent Lease expires August 31, 2035 and Ardent has the option to renew such term for one, 10-year extension at contractual escalated rent. The Ardent Lease is guaranteed by the Ardent parent company.

We also hold a 9.8% ownership interest in Ardent, which entitles us to customary minority rights and protections, as well as the right to appoint one member to the Ardent Board of Directors. We account for our investment in Ardent under the equity method of accounting. In September 2022, Ardent’s majority equity owner entered into a definitive purchase agreement to sell a minority equity investment in Ardent to a third-party investor. We have the right to, and have elected to, participate in the proposed transaction by selling approximately 24% of our ownership interest to the third-party investor on the same terms. The transaction is subject to customary closing conditions, including regulatory approvals, and we cannot assure you that the transaction will close or, if it does close, when the closing will occur.

Kindred Lease

As of December 31, 2022, we leased 29 properties to Kindred pursuant to a single, triple-net master lease agreement (together with certain other agreements related to such master lease, collectively, the “Kindred Lease”). Pursuant to the Kindred Lease, the 29 properties are divided into two groups. The first group is composed of six properties (“Group 1”) and the second renewal group is composed of 23 properties (“Group 2”).

The aggregate 2022 contractual base rent due to us from Kindred was approximately $132.1 million, and the current aggregate contractual base rent (computed in accordance with GAAP) was approximately $134.1 million. Kindred is also obligated to pay additional rent in respect of the Group 1 properties equal to a percentage of aggregate patient revenues over a specified threshold. Base rent escalates annually (a) based on year-over-year changes in CPI, subject to a floor and cap, for 25 properties; and (b) 2.7% for four properties. The base rent escalator with respect to seven properties is contingent upon satisfaction of specified facility revenue parameters.

The existing term of the Kindred Lease expires on April 30, 2028 for Group 1 and April 30, 2025 for Group 2. Kindred has the option to renew the Group 1 properties for two, 5-year extensions at the greater of escalated rent and fair market rent. Kindred has the option to renew the Group 2 properties for one, 5-year extension at escalated rent and, following that, two additional 5-year extensions at the greater of escalated rent and fair market rent. The Kindred Lease is guaranteed by a parent company.

Senior Housing Operating Portfolio

As of December 31, 2022, Atria and Sunrise, collectively, provided comprehensive property management and accounting services with respect to 334 of the senior housing communities in our SHOP segment. Under these management agreements, the operators receive annual management fees which are calculated based on various performance measures, including revenue, NOI and other objective financial metrics. Collectively, management fee calculations typically result in the operators receiving annual management fees ranging from 4.5% to 7% of revenues generated by the applicable properties and, in some cases, additional management fees based on the achievement of specified performance targets.

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Atria Senior Living Management Agreements

As of December 31, 2022, Atria managed 242 communities for Ventas pursuant to multiple management agreements (collectively, the “Atria Management Agreements”). Our Atria Management Agreements have initial terms expiring between 2024 and 2041. In some cases, the Atria Management Agreements include mutual renewal provisions. Ventas has the ability to terminate some or all of the Atria Management Agreements upon certain events with or without the payment of a fee. By way of example, Ventas has the right to terminate Atria’s management of 91 communities that were historically managed by Holiday Senior Living upon short term notice.

We hold a 34% ownership interest in Atria, which entitles us to customary minority rights and protections, as well as the right to appoint two members to the Atria Board of Directors. We account for our investment in Atria under the equity method of accounting.

Sunrise Senior Living Management Agreements

As of December 31, 2022, Sunrise managed 92 communities for Ventas pursuant to multiple management agreements (collectively, the “Sunrise Management Agreements”). Our Sunrise Management Agreements have initial terms expiring between 2035 and 2040. Ventas has the ability to terminate some or all of the Sunrise Management Agreements upon certain circumstances with or without the payment of a fee.

Competition

We generally compete for investments in healthcare real estate with publicly traded, private and non-listed healthcare REITs, real estate partnerships, healthcare providers, healthcare lenders and other investors, including developers, banks, insurance companies, pension funds, government-sponsored entities and private equity firms, some of whom may have greater financial resources and lower costs of capital than we do. Increased competition challenges our ability to identify and successfully capitalize on opportunities that meet our objectives, which is affected by, among other factors, the availability of suitable acquisition or investment targets, our ability to negotiate acceptable transaction terms and our access to and cost of capital. See “Risk Factors—Our Business Operations and Strategy Risk—Our ongoing strategy depends, in part, upon identifying and consummating future investments and effectively managing our expansion opportunities.” included in Part I, Item 1A of this Annual Report and “Note 10 – Senior Notes Payable and Other Debt” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report.

Our tenants and managers also compete on a local and regional basis with other healthcare operating companies that provide comparable services. Operators of healthcare real estate compete to attract and retain residents and patients to our properties based on scope and quality of care, reputation and financial condition, price, location and physical appearance of the properties, services offered, qualified personnel, physician referrals and family preferences. With respect to MOBs and life science, research and innovation centers, we and our third-party managers compete to attract and retain tenants based on many of the same factors, in addition to quality of the affiliated health system or university, physician preferences and proximity to hospital or university campuses or life science centers and quality of lab space. The ability of our tenants, operators and managers to compete successfully could be affected by private, federal and state reimbursement programs and other laws and regulations. See “Risk Factors—Our Legal, Compliance and Regulatory Risks—We and our tenants, borrowers and managers may be adversely affected by regulation and enforcement.” included in Part I, Item 1A of this Annual Report.

Human Capital Management

At Ventas, our experienced team drives our success and creates value. As of December 31, 2022, we had 451 employees, none of which are subject to a collective bargaining agreement.

We provide a unique environment that offers opportunities for our team to use their professional skills, develop their talents and learn from each other as they build successful careers. We are committed to upholding human dignity and equal opportunity under the principles outlined in the United Nations’ Universal Declaration of Human Rights. Our Global Code of Ethics and Business Conduct, Vendor Code of Conduct and Human Rights Policy embed the responsibility to respect human rights in business functions across our operations as well as our supply chain.

The Compensation Committee and Nominating, Governance and Corporate Responsibility Committee of our Board of Directors provide oversight on certain human capital matters, including our Diversity, Equity and Inclusion (“DE&I”) efforts, goals and framework. We typically report on human capital matters at each regularly scheduled meeting of the Compensation

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Committee, on DE&I matters at each regularly scheduled meeting of the Nominating, Governance and Corporate Responsibility Committee and periodically (and at least annually) to our Board of Directors. The most significant human capital measures and objectives that we focus on include the topics described below.

Talent Acquisition, Development and Retention

We strive to foster a culture that attracts and retains individuals who share a passion for integrity, flawless execution, collaborative problem-solving and, above all, excellence. A key component of our ability to attract and retain the top talent in our industry is our investment in our people and their continuous development by providing expansive professional opportunities, best-in-class leadership development and a broad array of workshops and training. Ventas also prides itself in offering an industry-leading compensation and benefits package.

DE&I

Ventas has a long-standing commitment to DE&I. We have established a DE&I framework centered around key pillars of people, culture, investment and financial, and changing our society and investing in our communities. To develop action plans for each focus area of our DE&I framework, we have established a diverse, multi-disciplinary DE&I Committee with representation across job function, level and geography. Divided into subcommittees representing each area of the framework, team members are tasked with mobilizing a strategic and coordinated effort to create positive change across our company. Development and execution of the DE&I framework is a core component of our long-term incentive compensation program. As of December 31, 2022, our workforce is 53% male and 47% female, and our Board of Directors is 50% diverse by gender or ethnicity, with two of the three NYSE-required Board committees chaired by women.

Health & Safety

Ventas is committed to the health and safety of its employees. Helping to make our workplaces secure and hazard-free is a responsibility shared with each Ventas employee. Our commitment to health and safety is maintained by effective administration, training and education, and we expect our operating and development partners to comply with applicable company and legal requirements.

Environmental, Social, and Governance

Ventas recognizes that responsible and sustainable practices are essential to delivering superior long-term results. Our integrated approach to Environment, Social and Governance (“ESG”) is structured around eight key topics organized into three strategic pillars: People, Performance and Planet, which are underpinned by strong governance and a focus on health and safety. This approach integrates ESG principles throughout our business, ensures focus and reporting on the most relevant issues and motivates our daily efforts. Ventas has set measurable goals related to each of our key ESG topics, including targets to reduce greenhouse gas emissions, energy, water and waste. Progress against our goals is reported annually in our Corporate Sustainability Report.

Ventas convenes a cross-functional ESG Steering Committee, which provides oversight and monitoring of our ESG strategy and is led by our Chairman and CEO and overseen by our Vice President, Corporate ESG & Sustainability. In addition, we typically report on ESG matters at each regularly scheduled meeting of the Nominating, Governance and Corporate Responsibility Committee and periodically (and at least annually) to our Board of Directors.

Insurance

We maintain or require in our lease, management and other agreements that our tenants, managers or other counterparties maintain comprehensive insurance coverage on our properties and their operations with terms, conditions, limits and deductibles that we believe are customary for similarly situated companies in each industry and we frequently review our insurance programs and requirements. The insurance that we maintain or require may take the form of commercial insurance, captive insurance or self-insurance.

We maintain the property insurance for a vast majority of our properties in our office operations and SHOP reportable business segments. We also maintain liability insurance for certain office properties, as well as the general and professional liability insurance for certain senior housing communities and related operations in our SHOP reportable business segment. However, some senior housing managers maintain the general and professional liability insurance for our senior housing communities and related operations that they manage in accordance with the terms of our management agreements.

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Through our office operations, we provide engineering, construction and architectural services in connection with new development projects, and we maintain and cause tenants, contractors, design professionals and other parties involved with such services to maintain property and liability insurance with respect to those activities.

In May 2020, the Company formed a wholly owned captive insurance company, which provides insurance coverage for losses below the deductible and within the self-insured retention of the commercial property, general and professional liability insurance that we maintain for certain of our office and senior housing locations. The Company created this captive as part of its overall risk management program and to stabilize insurance costs.

Additional Information

We maintain a website at www.ventasreit.com. The information on our website is not incorporated by reference in this Annual Report, and our web address is included as an inactive textual reference only.

We make available, free of charge, through our website our Annual Report, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13 or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. In addition, our Guidelines on Governance, our Global Code of Ethics and Business Conduct (including waivers from and amendments to that document) and the charters for each of our Audit and Compliance, Nominating and Corporate Governance and Compensation Committees are available on our website, and we will mail copies of the foregoing documents to stockholders, free of charge, upon request to our Corporate Secretary at Ventas, Inc., 353 North Clark Street, Suite 3300, Chicago, Illinois 60654.

GOVERNMENT REGULATION

CARES Act and Similar Governmental Funding Programs

In response to the COVID-19 pandemic, in 2020, Congress enacted a series of economic stimulus and relief measures through the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), the Paycheck Protection Program and Health Care Enhancement Act (the “PPPHCE Act”) and the Consolidated Appropriations Act, 2021 (“CAA”). In total, the CARES Act, the PPPHCE Act and the CAA authorized approximately $175 billion to be distributed to healthcare providers through the Public Health and Social Services Emergency Fund (“Provider Relief Fund”), which is administered by the U.S. Department of Health & Human Services (“HHS”). 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, including not using grants received from the Provider Relief Fund to reimburse expenses or losses that other sources are obligated to reimburse, reporting and record keeping requirements and cooperating with any government audits.

We applied for and received grants from the Provider Relief Fund in late 2020 through 2022 on behalf of the assisted living communities in our senior living operations segment. Many of our tenants, managers, borrowers and unconsolidated entities also received grants from the Provider Relief Fund. As a recipient of funds from the Provider Relief Fund, we are required to comply with detailed reporting requirements specified by HHS, including in some instances by providing a third-party audit of the use of the funds received in accordance with Generally Accepted Government Auditing Standards or in conformance with the requirements of 45 CFR §75.514. In addition, the HHS Office of Inspector General and the Pandemic Response Accountability Committee each have the right to conduct their own audits of our use of funds from the Provider Relief Fund and HHS has the right to recoup some or all of the payments if it determines those payments were not made or the funds not used in compliance with its rules, regulations and interpretive guidance.

We, and our tenants, borrowers, managers and unconsolidated entities also received grants administered by other domestic, foreign, local, regional or national governments on behalf of our senior housing communities to partially mitigate losses attributable to COVID-19.

The CARES Act and related legislation also made other forms of financial assistance available to healthcare providers in response to the COVID-19 pandemic, which benefited our tenants and our senior living operations segment to varying degrees. This assistance included Medicare and Medicaid payment adjustments and an expansion of the Medicare Accelerated and Advance Payment Program, which made accelerated payments of Medicare funds available in 2020 in order to increase cash flow to providers. These accelerated payments are repaid by recoupment from future Medicare payments owed to providers beginning one year from the date the payment was issued. The Cares Act and related legislation also temporarily

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suspended Medicare sequestration payment adjustments, expanded coverage of COVID-19 testing and preventive services, addressed healthcare workforce needs and eased other legal and regulatory burdens on healthcare providers.

There remains a high degree of uncertainty surrounding the implementation, interpretation and application of the CARES Act, the PPPHCE Act and the CAA and the rules, regulations and guidance thereunder. See “Risk Factors—COVID-19 Risks—There is a high degree of uncertainty regarding the implementation and impact of the CARES Act and other pandemic-related legislation and any future COVID-19 relief measures. There can be no assurance as to the total amount of financial assistance we or our tenants or borrowers will receive or retain.” included in Part I, Item 1A of this Annual Report.

Federal, state and local governments and agencies implemented or announced other programs to provide financial and other support to businesses affected by the COVID-19 pandemic, some of which benefited our tenants, borrowers, managers and our senior living operations segment, but that impose significant regulatory and compliance obligations.

Certain aspects of federal, state and local governmental programs may be contingent upon the continued effectiveness of COVID-19 federal, state or local public health emergency declarations. On January 20, 2023, President Biden announced plans to extend the federal COVID-19 national and public health emergencies to May 11, 2023, and then end both emergencies on that date.

United States Healthcare Regulation, Licensing and Enforcement

Overview

We, along with our tenants, borrowers, and managers in the United States, are subject to or impacted by extensive and complex federal, state and local healthcare laws and regulations, including laws and regulations relating to quality of care, licensure and certificates of need (“CON”), conduct of operations, government reimbursement, such as Medicare and Medicaid, fraud and abuse, qualifications of personnel, appropriateness and classification of care, adequacy of plant and equipment and data security and privacy. Although the effects of these laws and regulations on our business are typically indirect, some of these laws and regulations apply directly to us and the senior housing communities in our senior living operations segment, where we generally hold the applicable healthcare licenses and enroll in applicable reimbursement programs. Healthcare laws and regulations are wide-ranging, and noncompliance may result in the imposition of civil, criminal, and administrative penalties, including: the loss or suspension of accreditation, licenses or CONs; suspension of or non-payment for new admissions; denial of reimbursement; fines; suspension, decertification, or exclusion from federal and state healthcare programs; or facility closure. Changes in laws or regulations, reimbursement policies, enforcement activity and regulatory non-compliance by us or our tenants, borrowers or managers could have a significant effect on our and their operations and financial condition, which in turn may adversely impact us, as detailed below and set forth under “Risk Factors—Our Legal, Compliance and Regulatory Risks” in Part I, Item 1A of this Annual Report.

Licensure, Certification and CONs

Regulation of senior housing communities consists primarily of state and local laws that may require licenses, certifications and permits, and may vary greatly from one jurisdiction to another. Our senior housing communities that receive Medicaid payments are also subject to extensive federal laws and regulation. Inpatient rehabilitation and long-term acute care facilities, health systems, and skilled nursing facilities, which we do not directly operate, are typically subject to extensive federal and state regulation and must hold various licenses, certifications, and permits. Licensure and certification may be conditioned on requirements related to, among other things, the quality of medical care provided by an operator, qualifications of the operator’s administrative personnel and clinical staff, adequacy of the physical plant and equipment and continuing compliance with applicable laws and regulations. Federal and state government agencies issued additional requirements in connection with the COVID-19 pandemic, some of which impose COVID-19 testing, reporting and other requirements.

Sanctions for failure to comply with licensure and certification laws and regulations include loss of licensure or certification and ability to participate in or receive payments from the Medicare and Medicaid programs, suspension of or non-payment for new admissions, fines, and potential criminal penalties. Even if we are not the operator of a facility, imposition of such sanctions could adversely affect the healthcare facility operator’s ability to satisfy its obligations to us. Further, if we have to replace a tenant, we may experience difficulties in finding a replacement and effectively and efficiently transitioning the property to a new tenant. See “Risk Factors—Our Business Operations and Strategy Risks—If we need to replace any of our tenants or managers, we may be unable to do so on as favorable terms, if at all, and we could be subject to delays, limitations and expenses, which could adversely affect our business, financial condition and results of operations.” included in Part I, Item 1A of this Annual Report.

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In addition, many of our licensed facilities and tenants are subject to state CON laws, which require governmental approval prior to the development or expansion of licensed facilities and services. The approval process in states with CON laws generally requires a facility to demonstrate the need for additional or expanded licensed facilities or services. CONs, where applicable, are also sometimes necessary for changes in ownership or control of licensed facilities, addition of beds, investment in major capital equipment, introduction of new services or termination of services previously approved through the CON process. CON laws and regulations may restrict our or our tenants’ ability to expand and grow in certain circumstances, which could have an adverse effect on our or their revenues.

Fraud and Abuse Enforcement

Participants in the U.S. healthcare industry are subject to complex federal and state civil and criminal laws and regulations governing healthcare provider referrals, relationships and arrangements. These laws include: (i) federal and state false claims acts, which generally prohibit providers from filing false claims or making false statements to receive payment from Medicare, Medicaid or other federal or state healthcare programs; (ii) federal and state anti-kickback and fee-splitting statutes, including the federal Anti-Kickback Statute, which prohibits the payment or receipt of remuneration to induce referrals or generate business involving healthcare items or services payable by Medicare or Medicaid; (iii) federal and state physician self-referral laws, which generally prohibit referrals of certain services by physicians to entities with which the physician or an immediate family member has a financial relationship; and (iv) the federal Civil Monetary Penalties Law, which requires a lower burden of proof than other fraud and abuse laws and prohibits, among other things, the knowing presentation of a false or fraudulent claim for certain healthcare services.

Violating these healthcare fraud and abuse laws and regulations may result in criminal and civil penalties, such as punitive sanctions, damage assessments, monetary penalties, imprisonment, denial of Medicare and Medicaid payments, and exclusion from the Medicare and Medicaid programs. These laws and regulations are enforced by a variety of federal, state and local governmental agencies, and many can also be enforced by private litigants through federal and state false claims acts and other laws that allow private individuals to bring whistleblower suits known as qui tam actions.

Reimbursement

Sources of revenue for us and some of our tenants include, among others, governmental healthcare programs, such as the federal Medicare programs and state Medicaid programs, and non-governmental third-party payors, such as insurance carriers and health maintenance organizations. Medicare is a federal health insurance program for persons aged 65 and over, some disabled persons and persons with end-stage renal disease. Medicaid is a medical assistance program for eligible needy persons that is funded jointly by federal and state governments and administered by the states. Medicaid eligibility requirements and benefits vary by state. The Medicare and Medicaid programs are highly regulated and subject to frequent and substantial changes resulting from legislation, regulations and administrative and judicial interpretations of existing law.

As federal and state governments face significant budgetary pressures, they continue efforts to reduce Medicare and Medicaid spending through methods such as reductions in reimbursement rates and increased enrollment in managed care programs. Private payors, such as insurance companies, are typically for-profit companies and are continuously seeking opportunities to control healthcare costs. In some cases, private payors rely on government reimbursement systems to determine reimbursement rates, such that reductions in Medicare and Medicaid payment rates may negatively impact payments from private payors. These changes may result in reduced or slower growth in reimbursement for certain services provided by some of our tenants and managers. Additionally, the U.S. Congress and certain state legislatures have introduced and passed a large number of proposals and legislation designed to make major changes in the healthcare system, including changes that directly or indirectly affect reimbursement. Several of these laws, including the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 (the “Affordable Care Act”), have promoted shifting from traditional fee-for-service reimbursement models to alternative payment models that tie reimbursement to quality and cost of care, such as accountable care organizations and bundled payments. It is difficult to predict the nature and success of future financial or delivery system reforms, but changes to reimbursement rates and related policies could adversely impact our and our tenants’ results of operations.

For the year ended December 31, 2022, approximately 7.0% of our total revenues and 15.6% of our total NOI were attributable to acute and post-acute healthcare facilities in which our third-party tenants receive reimbursement for their healthcare services under governmental healthcare programs, such as Medicare and Medicaid. We are neither a participant in, nor a direct recipient of, any reimbursement under these programs with respect to those leased facilities.

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Data Privacy and Security

Privacy and security regulations issued pursuant to the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”), restrict the use and disclosure of individually identifiable health information (“protected health information” or “PHI”), provide for individual rights and require safeguards for PHI and notification of breaches of unsecure PHI. Entities subject to HIPAA include most healthcare providers, including some of our tenants and borrowers. These covered entities are required to implement administrative, physical and technical practices to protect the security of individually identifiable health information that is electronically maintained or transmitted. Business associates of covered entities who create, receive, maintain or transmit PHI are also subject to certain HIPAA provisions. Violations of HIPAA may result in substantial civil and/or criminal fines and penalties.

There are several other laws and legislative and regulatory initiatives at the federal and state levels addressing privacy and security of personal information. For example, the Federal Trade Commission uses its consumer protection authority to initiate enforcement actions in response to data breaches. In most cases, we depend on our tenants and managers to fulfill any compliance obligations with respect to HIPAA and other privacy and security laws and regulations.

International Healthcare Regulation

We own senior housing communities in Canada and the United Kingdom. Senior living residences in Canada are provincially regulated. Within each province, there are different categories for senior living residences that are generally based on the level of care sought or required by a resident (e.g., assisted or retirement living, senior living residences, residential care, long-term care). In some of these categories and depending on the province, residences may be government funded, or the individual residents may be eligible for a government subsidy, while other residences are exclusively private-pay. The governing legislation and regulations vary by province, but generally impose licensing requirements and requirements related to quality control, public health, infection control and other care-related operating standards. These laws empower regulators in each province to take a variety of steps to ensure compliance, conduct inspections, issue reports and generally regulate the industry. Our communities in Canada are also subject to privacy legislation, including, in certain provinces, privacy laws specifically related to personal health information. Although the obligations of senior living residences in the various provinces differ, they all include the obligation to protect personal information. The powers of privacy regulators and penalties for violations of privacy law vary according to the applicable law or are left to the courts. Our senior living residences in Canada are also subject to a variety of other laws and regulations, including minimum wage standards and other employment laws.

In the United Kingdom, our senior housing communities are principally regulated as “care home services” under the Health and Social Care Act 2008. This legislation subjects service providers to standards of care and requires, among other things, that all persons carrying out such activities, and the managers of such persons, be registered. Providers of care home services are also subject (as data controllers) to laws and regulations governing their use of personal data (including in relation to their employees, clients and recipients of their services). These laws take the form of the U.K.’s Data Protection Act 2018. The Data Protection Act imposes a significant number of obligations on controllers with the potential for fines of up to 4% of annual worldwide turnover or €20 million, whichever is greater. Our business operations in the United Kingdom are also subject to a range of other regulations, such as the U.K. Bribery Act 2010.

The United Kingdom exited from the European Union on January 31, 2020 (“Brexit”). The impact of Brexit on the healthcare industry will depend on a variety of factors, including the evolution of healthcare regulatory and immigration policy and the broader economic outlook in the United Kingdom.

Regulation Impacting Life Science, Research and Innovation Centers

We lease a number of our assets to tenants in the life science, research and innovation sector, which includes university-affiliated organizations and private sector companies. These tenants may be dependent on private investors, the federal government or other sources of funding to support their activities. Creating a new pharmaceutical product or medical device requires substantial investments of time and capital, in part because of the extensive regulation of the healthcare industry; it also entails considerable risk of failure in demonstrating that the product is safe and effective and in gaining regulatory approval and market acceptance. Therefore, our tenants in the life science, research and innovation industry face high levels of regulation, expense and uncertainty. See “Risk Factors—Environmental, Economic and Market Risks—Our life science, research and innovation tenants face unique levels of regulation, expense and uncertainty.” included in Part I, Item 1A of this Annual Report.

Our tenants with marketable products may be adversely affected by healthcare reform and government reimbursement policies, including changes under the current presidential administration or by private healthcare payors.

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Tax Regulation

We elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code (the “Code”), commencing with our taxable year ended December 31, 1999. Provided we qualify for taxation as a REIT, we generally will not be required to pay U.S. federal corporate income taxes on our REIT taxable income that is currently distributed to our stockholders. This treatment substantially eliminates the “double taxation” that ordinarily results from investment in a C corporation. We will, however, be required to pay U.S. federal income tax in certain circumstances.

The Code defines a REIT as a corporation, trust or association:

(1) that is managed by one or more trustees or directors;

(2) that issues transferable shares or transferable certificates to evidence its beneficial ownership;

(3) that would be taxable as a domestic corporation, but for Sections 856 through 860 of the Code;

(4) that is not a financial institution or an insurance company within the meaning of certain provisions of the Code;

(5) that is beneficially owned by 100 or more persons;

(6) not more than 50% in value of the outstanding stock of which is owned, actually or constructively, by five or fewer individuals, including certain specified entities, during the last half of each taxable year; and

(7) that meets other tests, regarding the nature of its income and assets and the amount of its distributions.

We believe that we have been organized and have operated in a manner that has allowed us, and will continue to allow us, to satisfy conditions (1) through (7) inclusive, during the relevant time periods, and we intend to continue to be organized and operate in this manner. However, qualification and taxation as a REIT depend upon our ability to meet the various qualification tests imposed under the Code, including through actual operating results, asset composition, distribution levels and diversity of stock ownership. Accordingly, no assurance can be given that we will be organized or will be able to operate in a manner so as to qualify or remain qualified as a REIT.

If we lose our status as a REIT (currently or with respect to any tax years for which the statute of limitations has not expired), we will face serious tax consequences that will substantially reduce the funds available to satisfy our obligations, to implement our business strategy and to make distributions to our stockholders for each of the years involved because:

•We would not be allowed a deduction for distributions to stockholders in computing our taxable income and would be subject to regular U.S. federal corporate income tax;

•We could be subject to increased state and local taxes; and

•Unless we are entitled to relief under statutory provisions, we could not elect to be subject to tax as a REIT for four taxable years following the year during which we were disqualified.

In addition, in such event we would no longer be required to pay dividends to maintain REIT status, which could adversely affect the value of our common stock. See “Risk Factors—Our REIT Status Risks”.

Environmental Regulation

A wide variety of federal, local and foreign environmental and occupational health and safety laws and regulations affect our assets. However, these complex federal, state and foreign statutes, and their enforcement, involve a myriad of regulations, many of which impose strict liability on offenders. Some of these federal, state and foreign laws and regulations may directly impact us. Under various federal, local and foreign environmental laws, ordinances and regulations, an owner of real property or a secured lender, such as us, may be liable for the costs of removal or remediation of hazardous or toxic substances at, under or disposed of in connection with such property, as well as other potential costs relating to hazardous or toxic substances (including government fines and damages for injuries to persons and adjacent property).

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With respect to our properties that are operated or managed by third parties, we may be held primarily or jointly and severally liable for costs relating to the investigation and cleanup of any property from which there is or has been an actual or threatened release of a regulated material and any other affected properties, regardless of whether we knew of or caused the release. Such costs typically are not limited by law or regulation and could exceed the property’s value. In addition, we may be liable for certain other costs, such as governmental fines and injuries to persons, property or natural resources, as a result of any such actual or threatened release. See “Risk Factors—Our Business Operations and Strategy Risks—Our operating assets may expose us to various operational risks, liabilities and claims that could adversely affect our ability to generate revenues or increase our costs and could adversely affect our business, financial condition and results of operations.” included in Part I, Item 1A of this Annual Report.

Under the terms of our leases and loans, we generally have a right to indemnification by the tenants of our properties or borrowers for any contamination caused by them.

In some instances, we have also agreed to indemnify our tenants and managers against any environmental claims (including penalties and cleanup costs) resulting from any condition arising in, on or under, or relating to, the leased properties at any time before the applicable lease commencement date. With respect to our senior living operating portfolio, we have agreed to indemnify our managers against any environmental claims (including penalties and cleanup costs) resulting from any condition on those properties.

ITEM 1A.    Risk Factors

This section discusses material factors that affect our business, operations and financial condition. It does not describe all risks and uncertainties applicable to us, our industry or ownership of our securities. If any of the following risks, or any other risks and uncertainties that are not addressed below or that we have not yet identified, actually occur, we could be materially adversely affected, and the value of our securities could decline.

As set forth below, we believe that the risks we face generally fall into the following categories:

•Risks Related to the COVID-19 Pandemic

•Risks Related to Our Business Operations and Strategy

•Our Capital Structure Risks

•Our Legal, Compliance and Regulatory Risks

•Our REIT Status Risks

Risks Related to the COVID-19 Pandemic

The COVID-19 pandemic and its extended consequences have had and may continue to have a material adverse effect on our business, financial condition and results of operations.

The COVID-19 pandemic, policy and other actions taken in response to the pandemic and their respective extended consequences have materially and negatively impacted our businesses in a number of ways and are expected to continue to do so. For instance, our financial results have been adversely impacted by increased operating costs at our senior housing communities as a result of labor pressures, public health measures and other operational and regulatory dynamics attributable or related to the pandemic and decreased revenues due to a reduction in occupancy in these communities. Many of our tenants, managers and borrowers have also incurred significant costs or losses or are under increased financial pressure as a result of the pandemic and its extended consequences, including as a result of increased expenses due to labor and inflationary pressures and rising interest rates and decreased revenues, which increases the risk that they are unable to comply with their obligations to us.

The effects of shelter-in-place and stay-at-home orders, if re-imposed, and the trend toward increased remote and hybrid work arrangements could strain our business continuity plans, increase operational risk, including cybersecurity risk, and impair our ability to manage our business. As a result of the pandemic, our non-field-based employees have operated in a primarily fully or partially remote working environment. Those employees have now shifted to a hybrid work model that supports a blend of in-office and remote work. While a hybrid work model offers flexibility to employees that may support our talent acquisition, retention and engagement efforts, it also creates inherent productivity, connectivity and oversight challenges. We may experience increased costs and disruption as we adjust to this work model or as the work model continues to evolve. We may face challenges in operating effectively and maintaining our corporate culture.

Senior housing communities have been disproportionately impacted by COVID-19. Lower labor force participation rates and inflationary pressures affecting wages have driven increased labor expenses across senior housing communities, with

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our tenants, managers and borrowers implementing higher wage rates, more costly overtime and usage of contract labor to address these challenges. Our tenants, managers and borrowers have experienced significant cost increases as a result of increased health and safety measures, increased governmental regulation and compliance, vaccine mandates and other operational changes necessitated either directly or indirectly by the COVID-19 pandemic. Many of these expenses have remained at these higher levels even as the COVID-19 pandemic has subsided. Increases in labor or other operating costs affects the net operating income of our SHOP segment and could affect the ability of our triple-net tenants and borrowers to meet their obligations to us, which in turn, could adversely affect our triple-net leased segment.

The ongoing COVID-19 pandemic has also, to varying degrees during the course of the pandemic, prevented prospective occupants and their families from visiting our senior housing communities and limited the ability of new occupants to move into our senior housing communities. The ongoing impact of the pandemic and its extended consequences on occupancy remains uncertain, especially as new strains of COVID-19 and other viruses and infections, such as flu and respiratory syncytial virus (RSV), arise and spread and clinical trends fluctuate. Any decrease in occupancy would affect the net operating income of our SHOP segment and could affect the ability of our triple-net tenants and borrowers to meet their obligations to us, which in turn, could adversely affect our triple-net leased segment.

Across our asset classes, the ongoing impact of the COVID-19 pandemic, policy and other actions taken in response to the pandemic and their respective extended consequences create a heightened risk of financial deterioration, including bankruptcy or insolvency, of our tenants, borrowers, managers and other obligors due to factors such as decreased occupancy, increased labor and other operating expenses, increased interest rates, medical practice disruptions resulting from increased hospitalizations or restrictions on elective procedures, difficulty procuring necessary products and services, delays and suspensions in the issuance of permits or other required authorizations and exposure to increased litigation and regulatory risk. Various federal, state, local and foreign governments have in the past enacted, and may in the future enact, laws, regulations or moratoriums that limit our ability to terminate a lease, evict a tenant or pursue other remedies where the tenant has been impacted by the COVID-19 pandemic. Where such laws, regulations or moratoriums are in effect, we may incur significant costs and it may take a significant amount of time to ultimately evict or pursue remedies against a tenant who is not meeting its contractual rent or other obligations. See also “—If our tenants’, managers’ or borrowers’ financial condition or business prospects deteriorate, our business, financial condition and results of operations could be adversely affected” and “—We face potential adverse consequences from the bankruptcy, insolvency or financial deterioration of our tenants, managers, borrowers and other obligors.”.

The COVID-19 pandemic, policy and other actions taken in response to the pandemic and their respective extended consequences have impacted the macroeconomic environment and global financial markets in significant ways, including through increased rates of inflation and interest rates and increasing labor pressure. These consequences have adversely impacted and may continue to adversely impact our business, financial condition and results of operations and that of our tenants, managers and borrowers. See also “—Risks Related to Our Business Operations and Strategy-Macroeconomic trends including rising labor costs and historically low unemployment, increases in inflation and rising interest rates may adversely affect our business and financial results.”.

The COVID-19 pandemic, policy and other actions taken in response to the pandemic and their respective consequences have exacerbated, and may continue to exacerbate, the magnitude of other risks. Today, the trajectory and future impact of the COVID-19 pandemic, policy and other actions taken in response to the pandemic and their respective extended consequences remain highly uncertain. This uncertainty itself has impacted our business, including our ability to plan for and execute on strategic initiatives, to take defensive or offensive actions to effectively and efficiently manage risk and to manage the dynamic forces of volatile and tightening labor markets.

The extent of the continuing effect of the pandemic, policy and other actions taken in response to the pandemic and their respective extended consequences on our operational and financial performance will depend on a variety of factors, including the rise of new variants of the COVID-19 virus and the effectiveness of available vaccines and therapeutics against those variants; the availability and accuracy of testing; the rate of acceptance of available vaccines, vaccine boosters and therapeutics; the speed at which available vaccines, including boosters and updated versions of vaccines, and therapeutics can be successfully deployed; the rise and spread of other health conditions, such as flu and RSV; ongoing clinical experience, which may differ considerably across regions and fluctuate over time; the ongoing impact on the macroeconomic environment and global financial markets, including on inflation, interest rates and the labor market; and on other future developments, including the ultimate duration, spread and intensity of new outbreaks of COVID-19 and other conditions, such as flu and RSV, the extent to which governments impose, rollback or re-impose preventative restrictions and the availability of ongoing government financial support to our business, tenants, managers and borrowers.

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There is a high degree of uncertainty regarding the implementation and impact of the CARES Act and other pandemic-related legislation and any future COVID-19 relief measures. There can be no assurance as to the total amount of financial assistance that we or our tenants, managers or borrowers will receive or retain.

In response to the COVID-19 pandemic, the CARES Act, the Consolidated Appropriations Act of 2021 and the American Rescue Plan Act of 2021 authorized funds to be distributed to healthcare providers through the Provider Relief Fund, which is administered by the HHS. These grants were intended to reimburse eligible providers for healthcare-related expenses or 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, including reporting, record maintenance and audit requirements and not using grants received from the Provider Relief Fund to reimburse expenses or losses that other sources are obligated to reimburse. Federal, state and local governments and agencies implemented or announced other programs to provide financial and other support to businesses affected by the COVID-19 pandemic, some of which benefited our tenants, borrowers, managers and our SHOP segment, but that impose significant regulatory and compliance obligations.

We applied for and received from the Provider Relief Fund in late 2020 through 2022 on behalf of the assisted living communities in our SHOP segment. Many of our tenants, managers and borrowers also received grants from the Provider Relief Fund. As a recipient of funds from the Provider Relief Fund, we are required to comply with detailed reporting requirements specified by HHS, including in some instances by providing a third-party audit of the use of the funds received in accordance with Generally Accepted Government Auditing Standards or in conformance with the requirements of 45 CFR §75.514. In addition, the HHS Office of Inspector General and the Pandemic Response Accountability Committee each have the right to conduct their own audits of our use of funds from the Provider Relief Fund and HHS has the right to recoup some or all of the payments if it determines those payments were not made or the funds not used in compliance with its rules, regulations and interpretive guidance.

There remains a high degree of uncertainty surrounding the implementation, interpretation and application of the CARES Act, the PPPHCE Act, the CAA and other federal, state and local government pandemic relief programs, and the rules, regulations and guidance thereunder. There can be no assurance that we or our tenants, managers or borrowers are or will remain in compliance with all requirements related to the payments received under the Provider Relief Fund or other government relief programs, that the terms and conditions of the Provider Relief Fund grants or other government relief programs will not change or be interpreted in ways that affect our ability or the ability of our tenants, managers and borrowers to comply with such terms and conditions (which could affect the ability to retain any grants or other funds), the amount of total financial grants or other funds that we or our tenants, managers or borrowers may ultimately receive or our or their eligibility to participate in any future funding. We continue to assess the potential impact of the COVID-19 pandemic and government responses to the pandemic on our business, financial condition and results of operations.

Risks Related to Our Business Operations and Strategy

Macroeconomic trends including rising labor costs and historically low unemployment, increases in inflation, changes in exchange rates and rising interest rates may adversely affect our business and financial results.

Macroeconomic trends, including rising labor costs and historically low unemployment, increases in inflation, changes in exchange rates and rising interest rates, may adversely impact our business, financial condition and results of operations. Increased labor costs and a shortage of available skilled and unskilled workers has and may continue to increase the cost of staffing our or our tenants’, managers’ or borrowers’ workforce, including employees at our senior housing communities. To the extent we or our tenants, managers or borrowers cannot hire sufficient workers, we or they may become dependent on high-cost alternatives to meet labor needs, including contract and overtime labor. If we or they are unable to hire and fill necessary positions, our respective businesses may suffer, causing us or them to forego potential revenue and growth or affecting our or their ability to effectively manage risk. Rising labor expense may result in decreased operating net income.

We and our tenants, managers and borrowers compete with various other companies in attracting and retaining qualified and skilled personnel who are responsible for our day-to-day operations. Competitive pressures, including historically low unemployment and rising inflation, may require that we or our tenants, managers and borrowers enhance pay and benefits packages to compete effectively for such personnel or use more costly contract or overtime labor. We and our tenants, managers and borrowers may not be able to offset such additional costs by increasing the rates we charge, whether to residents, tenants or others. If there is an increase in these costs or if we or our tenants, managers and borrowers fail to attract and retain qualified and skilled personnel, our respective businesses and operating results could be adversely affected.

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The COVID-19 pandemic, policy and other actions taken in response to the pandemic and other recent events, such the conflict between Russia and Ukraine and supply chain disruptions, have exacerbated, and may continue to exacerbate, increases in the consumer price index. Many of our costs and the costs of our tenants, managers and borrowers, including operating and administrative expenses, interest expense and real estate acquisition and construction costs, are subject to inflation. These include expenses for property-related contracted services, utilities, repairs and maintenance and insurance and general and administrative costs including compensation costs, technology services and professional service fees. See also “—We may face increased risks and costs associated with volatility in materials and labor prices or as a result of supply chain or procurement disruptions, which may adversely affect the status of our construction projects.”. Property taxes are also impacted by inflationary changes because taxes in some jurisdictions are regularly reassessed based on changes in the fair value of our properties. We may not be able to offset such additional costs by passing them through, or increasing the rates we charge, to residents and tenants. If there is an increase in these costs, our business, cash flows and operating results could be adversely affected.

Additionally, U.S. government policies implemented to address inflation, including actions by the Board of Governors of the Federal Reserve System ("the U.S. Federal Reserve") to increase interest rates, could negatively impact consumer spending, our and our tenants’, managers’ and borrowers’ businesses, and future demand for our properties. In particular, primarily in response to concerns about inflation, the U.S. Federal Reserve significantly raised its benchmark federal funds rate, which has led to increases in interest rates in the credit markets and other impacts on the macroeconomic environment. The U.S. Federal Reserve may continue to raise the federal funds rate, which will likely lead to higher interest rates in the credit markets and the possibility of lower asset values, slowing economic growth and a recession. The increase in interest rates may continue to have an adverse impact on us and our tenants, managers and borrowers. See also “—Market conditions and the actual and perceived state of the capital markets generally could negatively impact our business, financial condition and results of operations”, “—If our tenants’, managers’ or borrowers’ financial condition or business prospects deteriorate, our business, financial condition and results of operations could be adversely affected.”

Macroeconomic conditions and other events or occurrences that affect areas in which our properties are geographically concentrated may impact financial results.

We are exposed to general economic conditions, local, regional, national and international economic conditions and other events and occurrences that affect the markets in which we own properties. Our operating performance is impacted by the economic conditions of the specific markets in which we have concentrations of properties and could be adversely affected if conditions become less favorable in any such markets.

A substantial portion of our value is derived from properties in California, New York, Texas, Pennsylvania and Illinois, and as a result, we are subject to increased exposure to adverse conditions affecting these regions, including downturns in the local economies or changes in local real estate conditions, changing demographics, increased construction and competition or decreased demand for our properties, regional climate events, such as wildfires or storms, and changes in state-specific legislation, which could adversely affect our business, financial condition and results of operations.

Our success depends, in part, on our ability to attract and retain talented employees. The loss of any one of our key personnel or the inability to maintain appropriate staffing could adversely impact our business.

The success of our business depends, in part, on the leadership and performance of our executive management team and key employees and the ability to maintain appropriate staffing levels across our organization. Failure to attract, retain and motivate highly qualified employees, or failure to develop and implement a viable succession plan, could result in loss of institutional knowledge or important skills sets or an ineffective culture, significantly impacting our performance and adversely affecting our business.

The historically low unemployment rate and tight labor market may make it difficult for us to hire skilled and unskilled employees to meet our staffing needs. Competition for talented employees is intense, and we cannot assure you that we will retain our employees or that we will be able to attract and retain other highly qualified individuals in the future. The COVID-19 pandemic and its extended consequences could negatively affect the health, availability and productivity of our current personnel and have impacted our ability to recruit and attract new employees and retain current employees, particularly as remote and hybrid work arrangements and their impact on the market for talent remains uncertain. If our long-term compensation and retention plans and succession plans are not effective, if we lose any one or more of our key officers and employees or are unable to maintain appropriate staffing or operate below capacity – causing us to forego potential revenue and growth opportunities and affecting our ability to effectively manage risk – our business could be adversely affected.

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Our third-party managers and tenants operate or exert substantial control over the properties that they manage for or rent from us, which limits our control and influence over operations and results.

A significant portion of our properties are either managed for us by third-party managers or leased from us by third-party tenants. Our third-party managers and tenants are ultimately in control of the day-to-day business of the properties that they manage for or lease from us. We have limited rights to direct or influence the business or operations of those properties, even though we have approval rights with respect to certain matters and the right to review operational and financial reporting information with respect to a majority of our portfolio. We depend on third parties to operate these properties in a manner that complies with applicable law and regulation, minimizes legal risk and maximizes the value of our investment. The failure by these third parties to operate these properties efficiently and effectively and adequately manage the related risks could adversely affect our business, financial condition and results of operations.

Our operating assets may expose us to various operational risks, liabilities and claims that could adversely affect our ability to generate revenues or increase our costs and could adversely affect our business, financial condition and results of operations.

We have limited rights to direct or influence the business or operations of the properties in our senior housing operating portfolio. However, as the owner and manager of senior housing properties we are ultimately responsible for all operational risks and other liabilities of such properties, other than those arising out of certain actions by our managers, such as gross negligence, fraud or willful misconduct. These risks include, and our resulting revenues are impacted by, among other things, fluctuations in occupancy levels, the inability to charge desirable resident fees (including anticipated increases in those fees), increases in the cost of food, materials, energy, labor (as a result of labor shortages, unionization, inflation or otherwise) or other services, rent control regulations, national and regional economic conditions, the imposition of new or increased taxes, capital expenditure requirements, changes in management or equity, accounting misstatements, professional and general liability claims, litigation and regulatory actions, and the availability and cost of insurance. Any one or a combination of these factors could result in deficiencies in our SHOP segment, which could adversely affect our business, financial condition and results of operations. Such operational risks could also arise as a result of our ownership of office buildings, and which could also adversely affect our business, financial condition and results of operations.

We generally hold the applicable healthcare license and enroll in applicable government healthcare programs on behalf of the properties in our SHOP segment. This subjects us to potential liability under various healthcare laws and regulations. Healthcare laws and regulations are wide-ranging, and noncompliance may result in the imposition of civil, criminal and administrative penalties, including: the loss or suspension of accreditation, licenses or certificates of need; suspension of or non-payment for new admissions; denial of reimbursement; fines; suspension, decertification, or exclusion from federal, state and foreign healthcare programs or community closure.

A significant portion of our revenues and operating income is dependent on a limited number of tenants and managers, including Brookdale Senior Living, Ardent, Kindred, Atria and Sunrise.

As of December 31, 2022, Atria managed 242 of our consolidated senior housing communities and Sunrise managed 92 of our consolidated senior housing communities pursuant to long-term management agreements. As of December 31, 2022, our three largest tenants, Brookdale Senior Living, Ardent and Kindred leased from us 121 properties, 30 properties and 29 properties, respectively. These properties represent a substantial portion of our portfolio, based on their gross book value, and account for a significant portion of our revenues and NOI.

We rely on Atria and Sunrise to manage a significant portion of the properties in our SHOP segment, including by setting appropriate resident fees, managing expenses, providing accurate property-level financial results in a timely manner and otherwise operating our senior housing communities profitably and in compliance with the terms of our management agreements and all applicable law and regulation. Any adverse developments in such managers’ business and affairs or financial condition could impair their ability to manage our properties efficiently and effectively and could adversely affect the financial performance of our properties and our business, financial condition and results of operations. If either Atria or Sunrise experience financial, legal, accounting, regulatory or other difficulties that impact their financial stability, our business, financial condition and results of operations could be adversely affected.

We depend on Brookdale Senior Living, Ardent and Kindred 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, if any, affecting the properties they lease from us. These tenants have also agreed to indemnify, defend and hold us harmless from and against various claims, litigation and liabilities arising in connection with their respective businesses. We cannot assure you that they will be able to, or will continue to, satisfy their obligations to us, and any failure, inability or

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unwillingness by them to do so could adversely affect our business, financial condition and results of operations. Any failure by any one of Brookdale Senior Living, Ardent or Kindred to effectively conduct its operations or to maintain and improve the properties they lease from us could adversely affect their financial condition and, in turn, our business, financial condition and results of operations.

If our tenants’, managers’ or borrowers’ financial condition or business prospects deteriorate, our business, financial condition and results of operations could be adversely affected.

We rely heavily on our tenants, managers and borrowers and their ability to perform their obligations to us, regardless of whether our relationship is structured as a triple-net lease, as a management contract or as a loan. Any of our tenants, managers or borrowers may experience a weakening in their overall financial condition, including as a result of deteriorating operating performance, changes in industry or market conditions, including supply-demand dynamics, rising interest rates or inflation, or other factors. If their financial condition deteriorates, they may be unable or unwilling to make payments or perform their obligations to us in a timely manner if at all. Although we generally have the right under specified circumstances to terminate a lease, evict a tenant, terminate our management agreements, demand immediate repayment of outstanding loan amounts or pursue other remedies, we may not be able to enforce these rights, or we may determine it is not prudent to do so if we believe that enforcement of our rights would be more detrimental to our business than seeking alternative approaches.

In some cases, our tenants, managers and borrowers may rely on reimbursements from governmental programs for a portion of their revenues. Changes in reimbursement policies and other governmental regulation resulting from actions by the U.S. Congress, U.S. executive orders or other governmental or regulatory agencies may result in reductions in our tenants’, managers’ or borrowers’ revenues, operations and cash flows and affect our tenants’, managers’ or borrowers’ ability to meet their obligations to us. Failure to comply with reimbursement regulations or other laws applicable to healthcare providers could result in penalties, fines, litigation costs, lost revenue or other consequences, which could adversely impact our tenants’ ability to make contractual rent payments to us or adversely impact our cash flows from operations under a management arrangement. Our tenants, managers and borrowers who operate senior housing communities often depend on private pay sources consisting of the income or assets of residents or their family members to pay fees. Costs associated with independent and assisted living services generally are not reimbursable under government reimbursement programs, such as Medicare and Medicaid.

Our tenants, managers and borrowers depend on their ability to attract seniors, patients and other users of their services to their businesses, which may be affected by many factors, including, among other factors: (i) prevailing economic conditions and market trends, including market volatility, inflation and the strength of the economy generally and the housing market in particular; (ii) the ability to pay for such services, either through private resources or government reimbursement programs; (iii) consumer confidence; (iv) demographics; (v) property conditions; (vi) clinical conditions and safety, including as a result of a severe cold and flu season, an epidemic or any other widespread illness, such as that seen throughout the COVID-19 pandemic; (vi) public perception about such healthcare services; and (vii) social and environmental factors.

If our tenants, managers or borrowers fail to effectively conduct their operations, or to maintain and improve our properties on our behalf, it could adversely affect (i) their ability to attract and retain patients and residents in our properties, which could have an adverse effect on our and our tenants’, managers’ or borrowers’ business, financial condition or results of operations and (ii) our business reputation as the owner of the properties and the business reputation of our tenants, managers or borrowers. Further, if a tenant, manager or borrower defaults or fails to pay its outstanding obligations at a time when terminating our agreement with, or replacing, such tenant, manager or borrower may be extremely difficult or impossible, including as a result of the COVID-19 pandemic, we may elect instead to amend such agreement with such tenant, manager or borrower. However, such amendments may be on terms that are less favorable to us than the original agreements and may have a material adverse effect on our results of operations and financial condition.

Our tenants, managers and borrowers have, and may continue to seek to, offset losses attributable to the COVID-19 pandemic by obtaining funds under the CARES Act or other similar legislative initiatives at the state and local level. We cannot determine when or if these government funds will ultimately be received by our tenants, managers and borrowers or whether these funds may materially offset the cash flow disruptions experienced by them. If they are unable to obtain these funds within a reasonable time period or at all, or the conditions precedent to receiving these funds are overly burdensome or not feasible, it may substantially affect their ability to make payments or perform their obligations when due to us.

We face potential adverse consequences from the bankruptcy, insolvency or financial deterioration of our tenants, managers, borrowers and other obligors.

We lease a significant number of our properties to tenants, operate a significant number of our properties through third-party managers and provide financing to third-party borrowers. We have limited control over the success or failure of our

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tenants’, managers’ and borrowers’ businesses, and, at any time, a tenant, borrower or manager may experience a downturn in its business that weakens its financial condition. If that happens, the tenant, borrower or manager may fail to make payments or meet its other obligations to us, which could have an adverse impact on our results of operations and financial condition.

A downturn in any one of our tenants’, borrowers’ or managers’ businesses could ultimately lead to its bankruptcy if it is unable to timely resolve the underlying causes, which may be largely outside of its control. Bankruptcy and insolvency laws afford certain rights to a party that has filed for bankruptcy or reorganization that may render certain of our rights and remedies unenforceable or delay our ability to pursue such rights and remedies and realize any recoveries. For example, we cannot evict a tenant solely because it has filed a bankruptcy petition. A debtor-lessee may reject our lease in a bankruptcy proceeding, and any claim we have for unpaid rent might not be paid in full. We also may be required to fund certain expenses and obligations (such as real estate taxes, debt costs and maintenance expenses) to preserve the value of our properties, avoid the imposition of liens on our properties or transition our properties to a new tenant or manager.

Bankruptcy or insolvency proceedings may result in increased costs and require significant management attention and resources. If we are unable to transition affected properties efficiently and effectively, such properties could experience prolonged operational disruption, leading to lower occupancy rates and further depressed revenues. Publicity about a tenant’s, borrower’s or manager’s financial condition and insolvency proceedings may negatively impact its reputation, which could result in decreased customer demand and revenues. Any or all of these risks could adversely affect our business, financial condition and results of operations. These risks would be magnified where we lease multiple properties to a single third party, as a failure or default would expose us to these risks across multiple properties.

See also “—If a borrower defaults, we may be unable to obtain payment, successfully foreclose on collateral or realize the value of any collateral, which could adversely affect our ability to recover our investment” below.

We may be required to recognize reserves, allowances, credit losses or impairment charges.

Declines in the value of our properties or other assets or loan collateral, financial deterioration of our borrowers or other obligors or other factors may result in the recognition of reserves, allowances, credit losses or impairment charges. Our determination of such reserves, allowances or credit losses relies on estimates regarding the fair value of any loan collateral, which is a complex and subjective process. In addition, we evaluate our assets for impairments based on various triggers, including market conditions, our current intentions with respect to holding or disposing of the assets and the expected future undiscounted cash flows from the assets. Impairments, reserves, allowances and credit losses are based on estimates and assumptions that are inherently uncertain, may increase or decrease in the future and may not represent or reflect the ultimate value of, or loss that we ultimately realize with respect to, the relevant assets. Any such impairment, reserve, allowance or credit loss, or any change in any of the foregoing, could have an adverse impact on our results of operations and financial condition.

See also “—If a borrower defaults, we may be unable to obtain payment, successfully foreclose on collateral or realize the value of any collateral, which could adversely affect our ability to recover our investment” and “—We face potential adverse consequences from the bankruptcy, insolvency or financial deterioration of our tenants, managers, borrowers and other obligors.”

If we need to replace any of our tenants or managers, we may be unable to do so on as favorable terms, if at all, and we could be subject to delays, limitations and expenses, which could adversely affect our business, financial condition and results of operations.

Our tenants may not renew their leases with us, and our managers may not renew their management agreements with us, beyond their current terms. For example, our leases of 23 LTACs to Kindred and 121 senior living assets to Brookdale are set to expire in 2025, though Kindred has the right to extend the term of its lease for an additional 5 years and Brookdale has the right to extend the term of its lease for an additional 10 years. Even if a tenant renews its lease with us, or a manager renews its management agreement with us, we cannot assure you that the renewals will be on favorable terms. Our leases and management agreements provide us, our tenants and our managers with termination rights in certain circumstances. If our leases or management agreements are not renewed or are otherwise terminated, we may attempt to reposition those properties with another tenant or manager, as applicable. We may not be successful in identifying suitable replacements or entering into leases, management agreements or other arrangements with new tenants or managers on a timely basis or on terms as favorable to us as our current leases or management agreements, if at all. We may be required to fund certain expenses and obligations (such as real estate taxes, debt costs and maintenance expenses) to preserve the value of, and avoid the imposition of liens on, our properties while they are being repositioned.

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If our leases are not renewed or are otherwise terminated at some properties, we may attempt to sell those properties. We may not be successful in identifying suitable buyers or entering into sale agreements with buyers on a timely basis or on favorable terms, if at all, and we may be required to fund some expenses and obligations (such as real estate taxes, debt costs and maintenance expenses) to preserve the value of, and avoid the imposition of liens on, our properties while they are being sold.

During transition periods to new tenants or managers, the attention of existing tenants or managers may be diverted from the performance of the properties, which could cause the financial and operational performance at those properties to decline. Our ability to reposition our properties with a suitable replacement tenant or manager could be significantly delayed or limited by state licensing, receivership, certificates of need, Medicaid change-of-ownership rules or other legal and regulatory requirements or restrictions. We could incur substantial additional expenses in connection with any licensing, receivership or change-of-ownership proceedings.

In the case of our leased properties, following expiration of a lease term, or if we exercise our right to replace a tenant in default, rental payments on the related properties could decline or cease altogether while we attempt to reposition the properties with a suitable replacement tenant. This risk could be exacerbated by laws and regulations in certain jurisdictions that limit our ability to take remedial action against defaulted tenants under certain circumstances. Market conditions in effect at the time of the expiration or default of a lease may require us to reduce our rental rates below those we currently charge to retain tenants or obtain new suitable replacement tenants. Our ability to locate and attract suitable replacement tenants could be impaired by the specialized healthcare use or contractual restrictions on use of the property, and we may be forced to spend substantial amounts to adapt the properties to other uses.

If a borrower defaults, we may be unable to obtain payment, successfully foreclose on collateral or realize the value of any collateral, which could adversely affect our ability to recover our investment.

If a borrower defaults under a mortgage or other loan for which we are the lender, we may attempt to obtain payment in full or foreclose on the collateral securing the loan, including by acquiring any pledged equity interests or acquiring title to the subject properties, to protect our investment. The defaulting borrower may not be able to repay us even if we are legally entitled to full repayment of the debt. The defaulting borrower may contest our enforcement of foreclosure or other available remedies, seek bankruptcy protection against our exercise of enforcement or other available remedies or bring claims against us for lender liability. Any such delay or limit on our ability to pursue our rights or remedies could adversely affect our business, financial condition and results of operations. See “—We face potential adverse consequences from the bankruptcy, insolvency or financial deterioration of our tenants, managers, borrowers and other obligors,” above.

Although our lease, loan and management agreements give us the right to exercise, under certain circumstances, certain remedies in the event of default on the obligations owing to us, we may decide not to exercise those remedies for one or more reasons. For example, we may not exercise remedies (or be successful in exercising remedies) if the terms are not enforceable, if the terms are too costly to enforce or if we believe that enforcement of our rights would be more detrimental to our business than seeking alternative approaches. We may also decide not to enforce other contractual protections, such as annual rent escalators, or the properties may not generate sufficient revenue to achieve the specified rent escalation parameters. Any of the risks described above could be exacerbated by new laws and regulations enacted during the COVID-19 pandemic or otherwise that limit our ability to enforce or terminate a lease, evict a tenant or pursue other remedies against tenants.

Even if we successfully foreclose on any collateral securing our mortgages and other loans, costs related to enforcement of our remedies, high loan-to-value ratios or declines in the value of the collateral could prevent us from realizing the full amount of our investment and we could be required to record a reserve or valuation allowance with respect to such loans. The collateral securing our mortgages and other loans may include equity interests in an entity with unexpected liabilities that limits the value of those equity interests, or the equity interests may be subject to securities law restrictions that limit our ability to sell those interests in a timely manner, if at all. The mortgages and other loans we hold may have other limiting characteristics that result in us not having full recourse to the collateral securing those obligations or may limit our flexibility if we foreclose on the collateral. For example, our mezzanine loan investments are subordinate to senior and/or secured indebtedness held by other investors that may encumber the same real estate, which may make foreclosing on such loans unfavorable and may afford such other investors the ability to extinguish our rights in the collateral. In connection with any foreclosure on any loan, we may be required to assume, replace or otherwise incur indebtedness, which may have an adverse effect on our financial condition. We may be unable to reposition any real property included in acquired collateral on a timely basis, if at all, or without making significant improvements or repairs. Any delay or costs incurred in selling or repositioning acquired collateral could adversely affect our ability to recover the full amount of our investment.

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As of December 31, 2022, we recognized a $20.0 million allowance with respect to our $486.1 million cash-pay mezzanine loan (the “Santerre Mezzanine Loan”) to Santerre Health Investors, which is subordinate to the rights of a $1.0 billion principal amount senior loan (the “Santerre Senior Loan”). The Santerre Senior Loan is secured by a diverse pool of medical office, senior housing, skilled nursing and other healthcare assets and the Santerre Mezzanine Loan is secured by equity interests in entities that own those assets. Both loans are otherwise non-recourse to the borrower, subject to certain exceptions. There can be no assurance that the borrower will fully pay the principal and interest on the Santerre Mezzanine Loan when due, and we may be required to record additional allowances in the future, which may have an adverse impact on our results of operations and overall financial condition. In the event of a default under the Santerre Mezzanine Loan, and if we foreclose on the collateral securing the Santerre Mezzanine Loan, we may be required to repay, assume or refinance the existing $1.0 billion non-recourse senior secured loan. If we elect to foreclose on the collateral, we will incur additional expenses and there can be no assurance that we will recognize the full value of our initial investment and such action may adversely impact our results of operations and overall financial condition, including our leverage profile and liquidity. We also may be unable to successfully integrate the operations, personnel or systems of foreclosed assets, maintain consistent standards, controls, policies and procedures, retain key personnel or realize the anticipated benefits from the collateral should we elect to foreclose. The borrower has also agreed to indemnify, defend and hold us harmless from and against various claims, litigation and liabilities arising in connection with their business, and we cannot assure you that the borrower will have sufficient assets, income and insurance coverage to enable them to satisfy their indemnification obligations to us. See “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Loans Receivable and Investments”.

We are vulnerable to adverse changes affecting our specific asset classes and the real estate industry generally.

We invest in a variety of assets classes in healthcare real estate, including senior housing, medical office, life science, research and innovation, hospitals, long-term acute care facilities and other healthcare properties. While we endeavor to invest in a diversified portfolio, there can be no assurance that in a particular economic or operational environment all assets will perform equally well or that our balance sheet will be appropriately balanced. Each of our asset classes are subject to their own dynamics and their own specific operational, financial, compliance, regulatory and market risks.

A broad downturn or slowdown in the healthcare real estate sector could have a greater adverse impact on our business than if we had investments in multiple industries and could negatively impact the ability of our tenants, managers and borrowers to meet their obligations to us. A downturn or slowdown in any one of our asset classes could adversely affect the value of our properties in such asset class and our ability to sell such properties at prices or on terms acceptable or favorable to us if at all.

We are exposed to the risks inherent in investments in real estate. Real estate investments are relatively illiquid, and our ability to quickly sell or exchange our properties in response to changes in economic or other conditions is limited. If we market any of our properties for sale, the value of those properties and our ability to sell at prices or on terms acceptable to us could be adversely affected by a downturn in the real estate industry. Transfers of healthcare real estate may be subject to regulatory approvals that are not required for transfers of other types of commercial real estate. We cannot assure you that we will recognize the full value of any property that we sell, and the inability to respond quickly to changes in the performance of our investments could adversely affect our business, financial condition and results of operations.

To the extent that we or our tenants, managers and borrowers are unable to navigate successfully the trends impacting our or their businesses and the industries in which we or they operate, we may be adversely affected.

Our tenants, managers and borrowers include senior housing managers, hospitals, post-acute facilities and other healthcare systems, medical offices and life sciences and technology companies that are subject to a complex set of trends affecting their businesses and the industries in which they operate. If we or they are unable to successfully navigate these trends, our business, financial condition and results and that of our tenants, managers and borrowers could be adversely affected.

There have been, and there are expected to continue to be, advances and changes in technology, payment models, healthcare delivery models, regulation and consumer behavior and perception that could reduce demand for on-site activities provided at our properties. For example, the increased demand in telehealth solutions could broadly impact market demand for our properties and cause long-term structural changes in the marketplace. If our tenants, managers or borrowers are unable to adapt to long-term changes in demand, their financial condition could be materially impacted and our business, financial condition and results of operations could suffer.

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Our tenants, managers and borrowers face an increasingly competitive labor market, which has been compounded by general inflationary pressures on wages and the COVID-19 pandemic and could be further compounded by a shortage of care givers or other trained personnel, union activities or minimum wage laws. These pressures may require our tenants, managers and borrowers to enhance pay and benefits packages to compete effectively for trained personnel or use high-cost alternatives to meet labor needs, including contract and overtime labor. They may be unable to offset these increased costs by increasing the amounts they charge their patients, residents or clients. Rising labor expense could negatively impact the financial condition of our tenants, managers and borrowers and impair their ability to meet their obligations to us.

Controls imposed by Medicare, Medicaid and commercial third-party payors designed to reduce admissions and lengths of stay, commonly referred to as “utilization reviews,” have affected and are expected to continue to affect certain of our tenants, specifically acute care hospitals and post-acute facilities. The U.S. Congress and certain state legislatures have introduced and passed a number of proposals and legislation designed to make major changes in the healthcare system, including changes that directly or indirectly affect reimbursement and the availability of home healthcare options. Several of these laws, including the Affordable Care Act, have promoted shifting from traditional fee-for-service reimbursement models to alternative payment models that tie reimbursement to quality and cost of care, such as accountable care organizations and bundled payments. See “Government Regulation - United States Healthcare Regulation, Licensing and Enforcement” included in Part I, Item 1 of this Annual Report. These and other trends could significantly and adversely affect the profitability of these tenants, which could affect their ability to make payments or meet their other obligations to us or their willingness to renew their leases on terms that are as favorable to us, or at all.

The hospitals on or near the campuses where our MOBs are located and their affiliated health systems may not remain competitive or financially viable.

Our MOBs and other properties that serve the healthcare industry depend on the competitiveness and financial viability of the hospitals on or near the campuses where our properties are located and their ability to attract physicians and other healthcare-related clients to our properties. The viability of these hospitals, in turn, depends on a solid quality and mix of healthcare services provided, successful competition for patients, physicians and physician groups, positive demographic trends in the surrounding community, positive macroeconomic conditions, superior market position and growth potential as well as the ability of the affiliated health systems to provide economies of scale and access to capital. If a hospital on or near the campus where one of our properties is located fails or becomes unable to meet its financial obligations, and if an affiliated health system is unable to support that hospital, that hospital may be unable to compete successfully. That could adversely impact the hospital’s ability to attract physicians and other healthcare-related clients, and, in some cases, the hospital might even close or relocate. We rely on proximity to and affiliations with hospitals to create leasing demand in our MOB and similar properties. If a hospital moves, closes, doesn’t remain competitive or financially viable or can’t attract physicians and physician groups, our properties and our business, financial condition and results of operations could be adversely affected.

Our life science, research and innovation tenants face unique levels of expense and uncertainty.

Our life science, research and innovation tenants develop and sell products and services in an industry that is characterized by rapid and significant changes, evolving industry standards, significant research and development risk and uncertainty over the implementation of new healthcare reform legislation. These tenants, particularly those involved in developing and marketing pharmaceutical or other life science products, require significant outlays of funds for the research and development, clinical testing, manufacture and commercialization of their products and technologies, as well as to fund their other obligations, including rent payments to us. Our tenants’ ability to raise capital depends on the timely success of their research and development activities, viability of their products and technologies, their financial and operating condition and outlook and the overall financial, banking and economic environment. If private investors, the federal government, universities, public markets or other sources of funding are unavailable to support these tenants because of general economic conditions, adverse market conditions or otherwise, a tenant may not be able to pay rent or meet its other obligations to us and its business may fail. The financing market for life science, research and innovation companies has been and may continue to be volatile, which may contribute to these risks.

The research and development, clinical testing, manufacture and marketing of some of our tenants’ products require federal, state and foreign regulatory approvals. The approval process is typically long, expensive and uncertain. Even if our tenants have sufficient funds to seek approvals, one or all of their products may fail to obtain the required regulatory approvals on a timely basis or at all. Our tenants may only have a small number of products under development. If one product fails to receive the required approvals at any stage of development, it could significantly and adversely affect the tenant’s entire business. Our tenants may be unable to manufacture their products successfully or economically, may be unable to adapt to rapid technological advances in their industry, may be unable to adequately protect their intellectual property, may face competition from new products or may not receive acceptance of their products. If our life science, research and innovation

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tenants’ business deteriorates for these or any other reasons, they may be unable to make payments or meet their other obligations to us.

We cannot assure you that any of our life science, research and innovation tenants will be successful in their businesses. Any tenant that is unable to avoid, or sufficiently mitigate, the risks described above may have difficulty making payments or satisfying its other obligations to us, which in turn could adversely affect our business, financial condition and results of operations. See also “—If we need to replace any of our tenants or managers, we may be unable to do so on as favorable terms, if at all, and we could be subject to delays, limitations and expenses, which could adversely affect our business, financial condition and results of operations.”

Increased construction and development in the markets in which our properties are located could adversely affect our future occupancy rates, operating margins and profitability.

If existing supply and development collectively outpaces demand in the markets in which our properties are located, those markets may become saturated and we could experience decreased occupancy, reduced operating margins and lower profitability, which could adversely affect our business, financial condition and results of operations. Depending on the jurisdiction, there are limited barriers to developing properties in our asset classes, particularly senior housing. As a result, supply and demand dynamics can change quickly. We may be unable to rebalance our portfolio in a timely manner in order to respond to changes in those dynamics.

Merger, acquisition and investment activity in our industries resulting in a change of control of, or a competitor’s investment in, one or more of our tenants, managers or borrowers could adversely affect our business, financial condition and results of operations.

The senior housing and healthcare industries have experienced and may continue to experience consolidation, including among owners of real estate, tenants, managers, borrowers and care providers. When a change of control of a tenant, manager or borrower occurs, that tenant’s, manager’s or borrower’s strategy, financial condition, management team or real estate needs may change, any of which could adversely affect our relationship with that party and our revenues and results of operations. If any of our tenants or managers merge with one another, our dependence on a small group of significant third parties would increase, as would our exposure to the risks described above under “—Our investments in and acquisitions of properties may be unsuccessful or fail to meet our expectations.” A competitor’s investment in one of our tenants, managers or borrowers could enable our competitor to directly or indirectly influence that tenant’s, manager’s or borrower’s business and strategy in a manner that impairs our relationship with the tenant, manager or borrower or is otherwise adverse to our interests. Depending on our contractual agreements and the specific facts and circumstances, we may not have the right to prevent a competitor’s investment in, a change of control of, or other transactions impacting a tenant, manager or borrower.

Our ongoing strategy depends, in part, upon identifying and consummating future acquisitions and investments and effectively managing our expansion opportunities.

An important part of our business strategy is to continue to expand and diversify our portfolio, directly or indirectly with third parties, through accretive acquisition, investment, development and redevelopment activities in domestic and international healthcare real estate. Our ability to execute this strategy successfully is affected by many factors, including the significant competition we face for acquisition, investment, development and redevelopment opportunities, the availability of suitable opportunities, our relationships with current and prospective clients and partners, our ability to obtain debt and equity capital at costs comparable to or better than our competitors and lower than the yield we earn on our acquisitions or investments and our ability to negotiate favorable terms with counterparties, including buyers and sellers of assets. We compete for these opportunities with a broad variety of potential investors, including other healthcare REITs, real estate partnerships, healthcare providers, healthcare lenders and other investors, including developers, banks, insurance companies, pension funds, government-sponsored entities and private equity firms, some of whom may have advantages compared to us, including greater financial resources and lower costs of capital. See “Business—Competition” included in Part I, Item 1 of this Annual Report. If we are unsuccessful at identifying and capitalizing on investment, acquisition, development and redevelopment opportunities and otherwise expanding and diversifying our portfolio, our growth and profitability may be adversely affected.

When expanding into areas that are new to us, we face numerous risks and uncertainties, including risks associated with (i) the required investment of capital and other resources; (ii) the possibility that we have insufficient expertise to engage in such activities profitably or without incurring inappropriate amounts of risk; (iii) the diversion of management’s attention from our other businesses; (iv) the increasing demands on or issues related to operational and management systems and controls; (v) compliance with additional legal or regulatory requirements with which we are not familiar; and (vi) the broadening of our geographic footprint, including the risks associated with conducting operations in non-U.S. jurisdictions. Any

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new strategies, markets or businesses that we enter into may not be successful or meet our expectations, or we may be unable to effectively monitor or manage our portfolio of properties as it expands. Failure to meet any of these objectives could adversely affect our business, financial condition and results of operations.

Our investments in and acquisitions of properties may be unsuccessful or fail to meet our expectations.

We have made and expect to continue to make significant acquisitions and investments as part of our overall business strategy. Investing in and acquiring healthcare real estate entails risks associated with real estate investments generally, including the risk that the investment will not achieve expected returns, that the cost estimates for necessary property improvements will prove inaccurate or that a tenant, manager or borrower will fail to meet performance expectations or their obligations to us. We also make acquisitions and investments outside the United States, which raises legal, economic and market risks associated with doing business in foreign countries, such as currency exchange fluctuations and foreign tax risks.

Our real estate development and redevelopment projects present additional risks, including the risk of construction delays or cost overruns that increase expenses, the inability to obtain required zoning, occupancy and other governmental approvals and permits on a timely basis and the incurrence of significant costs prior to completion of the project. Healthcare real estate properties are often highly customized, and the development or redevelopment of such properties may require costly tenant-specific or market-driven improvements.

Other risks that our significant acquisition and investment activity, including our developments and redevelopments, presents include that:

•We may be unable to successfully integrate the operations, personnel or systems of acquired companies, maintain consistent standards, controls, policies and procedures, retain key personnel or companies we acquire or realize the anticipated benefits of acquisitions and other investments within the anticipated time frame if at all;

•Our underwriting assumptions, including projections of estimated future revenues and expenses and anticipated synergies and other costs savings, and other financial and operating metrics that we develop may be inaccurate, in which case we may not be able to realize the expected benefits of the acquisition, investment, development or redevelopment;

•Our leverage could increase or our per share financial results could decline if we incur additional debt or issue equity securities to finance acquisitions and investments;

•Acquisitions and investments could divert management’s attention from our existing assets;

•The value of the assets we acquire or invest in may decline or we may not realize the expected return on the developments or redevelopments we undertake; and

•If our acquisitions, investments, developments and redevelopments are not successful, the market price of our common stock may decline.

See also “—Our ongoing strategy depends, in part, upon identifying and consummating future acquisitions and investments and effectively managing our expansion opportunities,” below.

We cannot assure you that our acquisitions, investments, developments and redevelopments will be successful or meet our expectations, which could adversely affect our business, financial condition and results of operations.

Our investments in co-investment vehicles, joint ventures and minority interests may subject us to risks and liabilities that we would not otherwise face.

We have and may continue to develop and acquire properties in co-investment vehicles or joint ventures with other persons or entities when circumstances warrant the use of these structures. In 2020, we formed Ventas Investment Management (“VIM”) to combine our private capital management capabilities for certain assets under a single platform. We also own minority investments in properties and unconsolidated operating entities. These minority investments usually entitle us to typical rights and protections but inherently involve a lesser degree of control over business operations than if we owned a majority interest. In the future, we may enter into additional co-investments, partnerships and joint ventures, either through VIM or otherwise.

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There can be no assurance that our co-investments, joint ventures, minority or other investments, which we refer to collectively below as investments and ventures, will be successful or meet our expectations. These investments and ventures involve significant risk, including, among others, the following:

•We may be unable to take actions that are opposed by our partners under arrangements that require us to share decision-making authority;

•For investments and ventures in which we have a noncontrolling interest, our partners may take actions that we oppose;

•If our partners become bankrupt, insolvent or otherwise fail to fund their share of required capital contributions or fulfill other partner obligations, we may choose to or be required to contribute that capital;

•Some of our investments and ventures may incur indebtedness; in some cases, we may guarantee the payment of such indebtedness, in whole or in part; depending on credit market conditions, the refinancing or payoff of such indebtedness may require equity capital calls, which we or our partner may not be capable of funding or which may be required at inopportune times;

•We may be subject to restrictions on our ability to transfer our interest in the investment or venture, which may require us to retain our interest at a time when we would otherwise prefer to sell it;

•Our partners may have business interests or goals that conflict with our business interests and goals, including the timing, terms and strategies for any investments, and what levels of financing to incur or carry;

•Our partners may be structured differently than us for tax purposes and this could create conflicts of interest, including with respect to our compliance with the REIT requirements, and our REIT status could be jeopardized if any of our joint ventures do not operate in compliance with REIT requirements;

•Our investments or ventures or our partners may be unable to meet their financial or other obligations to us or to the investment or venture, including any obligation to provide equity to the investment or venture or indemnify us or the investment or venture for losses;

•Our partners may have competing interests in our markets that could create conflicts of interest;

•We could experience an impasse on certain decisions where we do not have sole decision-making authority, which could require us to expend additional resources on resolving such impasses or potential disputes;

•We could become engaged in a dispute with any of our partners that could lead to the sale of either parties’ ownership interest or the underlying assets;

•Disagreements with our partners could result in litigation or arbitration; and

•We may suffer other losses as a result of actions taken by our partners.

In some instances, our partners may have the right to cause us to sell our interest, or acquire our partner’s interest, at a time when we otherwise would not have initiated such a transaction. Our ability to acquire our partner’s interest will be limited if we do not have sufficient cash, available borrowing capacity or other capital resources. This may require us to sell our interest in the investment or venture when we would otherwise prefer to retain it.

In certain circumstances, Ventas serves as managing member, general partner or controlling party with respect to investments and ventures, including the Ventas Fund and our joint venture with GIC. In such instances, we may face additional risks including, among others, the following:

•Ventas may have increased duties to the other investors or partners in the investment or venture;

•In the event of certain events or conflicts, our partners may have recourse against Ventas, including the right to monetary penalties, the ability to force a sale or exit the investment or venture;

•Our partners may have the right to remove us as the general partner or managing member in certain cases involving cause; and

•Our subsidiaries that would be the general partner or managing member of the investment or venture could be generally liable, under applicable law or the governing agreement of a venture, for the debts and obligations of the investment or venture, subject to certain exculpation and indemnification rights pursuant to the terms of the governing agreement.

Damage to our reputation could adversely affect our business, financial condition or result of operations.

Our positive reputation for quality and service with our stakeholders, including our tenants, managers, development partners, lenders and stockholders, could be damaged. Such damage to our reputation could result if, for example, we experience a sustained period of distress, where our properties underperform, our tenants or managers default or in other instances that result in misalignment with those parties. Damage to our reputation could result in a decrease in the market price

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of our common stock or make it more difficult to continue to grow and expand our relationships with our tenants, managers, development partners and lenders, which could adversely affect our business, financial condition and results of operations.

Development, redevelopment and construction risks could affect our profitability.

We invest in various development and redevelopment projects. In deciding whether to make an investment in a project, we make certain underwriting assumptions regarding expected future performance. Our assumptions are subject to risks generally associated with development and redevelopment projects, including, among others, that:

•Tenants may not lease the amount of space projected or at the projected rental rate levels or lease on the projected schedule, including due to increased competition in the market and other market and economic conditions;

•Our underwriting assumptions and other financial and operating metrics that we develop, such as the estimated costs necessary to develop or redevelop the property, may be inaccurate, in which case we may not be able to realize the expected benefits of the project;

•We may not complete the project on schedule or within budgeted amounts;

•We may not be able to recognize rental revenue even though cash rent is being paid and the lease has commenced;

•We may encounter delays in obtaining or we may fail to obtain necessary zoning, land use, building, occupancy, environmental and other governmental permits and authorizations;

•We may be unable to obtain financing for the project on favorable terms or at all, including at the maturity of an applicable construction loan;

•Construction or other delays may provide tenants or residents the right to terminate preconstruction leases or cause us to incur additional costs, including through rent abatement;

•Volatility in the price of construction materials or labor may increase our project costs;

•Any partners in the project may maintain significant decision-making authority with respect to the project, which lessens our control and could lead to increased costs, project delays or disputes;

•Our builders or development managers may fail to meet their obligations to us or satisfy the expectations of our tenants and partners; and

•We may incorrectly forecast risks associated with development in new geographic regions or addressing markets that are new to us, including new markets where we may not have sufficient depth of market knowledge.

We may face increased risks and costs associated with volatility in materials and labor prices or as a result of supply chain or procurement disruptions, which may adversely affect the status of our construction projects.

The price of commodities and skilled labor for our construction projects may increase due to external factors, including, but not limited to, performance of third-party suppliers and contractors; overall market supply and demand; government regulation and policies, including actions taken by the Federal Reserve, and changes in general business, economic or political conditions. As a result, the costs of construction materials and skilled labor required for the completion of our development and redevelopment projects may fluctuate significantly over time.

We rely on a number of third-party suppliers and contractors to supply materials and skilled labor for our construction projects. We may experience difficulties obtaining necessary materials from suppliers or vendors whose supply chains might be disrupted by macroeconomic conditions or otherwise, or difficulties obtaining adequate skilled labor from third-party contractors in a tightening labor market. If we are unable to access materials and labor to complete our construction projects within our expected budgets and meet our tenants’ demands and expectations in a timely and efficient manner, our results of operations may be adversely impacted. We may be unable to complete our development or redevelopment projects timely or within our budget, which may affect our ability to lease space to potential tenants and adversely affect our business, financial condition and results of operations.

The COVID-19 pandemic and its extended consequences have contributed to global supply chain disruptions including the supply of some construction materials. These disruptions could cause construction delays or significantly affect the cost of our development or redevelopment projects through higher costs for construction materials, labor and services from third-party contractors and suppliers. Significant construction delays and increases in costs because of the supply chain disruptions could interfere with our ability to meet commitments to our counterparties and could have a material impact on our business.

If any of the risks described above occur, our development and redevelopment projects may not yield anticipated returns, which could adversely affect our business, financial condition and results of operations.

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We own properties that are subject to ground lease, air rights or other restrictive agreements that limit our uses of the properties, restrict our ability to sell or otherwise transfer the properties and expose us to loss of the properties if such agreements are breached by us or terminated.

Our investments in medical office, life science and research and innovation buildings and facilities as well as other properties may be made through leasehold interests in the land on which the buildings are located, leases of air rights for the space above the land on which the buildings are located, or other similar restrictive arrangements. Many of these ground lease, air rights and other restrictive agreements impose significant limitations on our uses of the subject properties, restrict our ability to sell or otherwise transfer our interests in the properties or restrict the leasing of the properties. These restrictions may limit our ability to timely sell or exchange the properties, impair the properties’ value or negatively impact our ability to find suitable tenants for the properties. We could lose our interests in the subject properties if the ground lease, air rights or other restrictive agreements are breached by us, are terminated or expire. In addition, we could be forced to renegotiate such ground leases upon their expiration on terms that are unfavorable to us.

Purchase options, rights of first offer or rights of first refusal in favor of third parties could negatively affect us or discourage prospective buyers from negotiating with us with respect to the sale of our properties.

Some of our properties are subject to purchase options, rights of first offer, rights of first refusal or similar rights in favor of third parties. Purchase options for our properties may give a third party the right to purchase the property at fair market value, at a price set based on our investment in the property, or at fixed prices as of certain dates. The proceeds we receive as a result of the exercise of a purchase option may be less than the price we paid for the property, and we may not be able to re-invest the proceeds on favorable terms or at all. In addition, purchase options could force us to sell a property when we would otherwise prefer to hold such property. Purchase options, rights of first offer or rights of first refusal that encumber our properties could discourage prospective buyers from negotiating with us and may prevent us from receiving the maximum price that we may otherwise have obtained.

Damage from catastrophic or extreme weather and other natural events and the physical effects of climate change could result in losses to the Company.

Some of our properties are in areas particularly susceptible to revenue loss, cost increase or damage caused by catastrophic or extreme weather and other natural events, including fires, snow, rain or ice storms, windstorms, tornadoes, hurricanes, earthquakes, flooding and other severe weather. These adverse weather and natural events could cause substantial damages or losses to our properties that could exceed our or our tenants’, borrowers’ or managers’ property insurance coverage. Any of these events could cause a major power outage, leading to a disruption of our systems and operations. If we incur a loss greater than insured limits, or if for any reason insurance coverage is unavailable, we could lose our capital invested in the affected property, as well as anticipated future revenue from that property. Any such loss could materially and adversely affect our business, financial condition and results of operations. Climate change may also have indirect effects on our business by increasing the cost of (or making unavailable) property insurance on terms we find acceptable.

If significant changes in the climate occur in areas where our properties are located, we may experience extreme weather and changes in precipitation and temperature, all of which may result in physical damage to or a decrease in demand for properties located in these areas or affected by these conditions. Where climate change has a significant or sustained impact, our properties could be destroyed and our business, financial condition or results of operations may be adversely affected.

Changes in federal, state or foreign legislation and regulation on climate change could result in increased capital expenditures to improve the energy efficiency of our existing properties and could also require us to spend more on our new development properties without a corresponding increase in revenue.

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.

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Our Capital Structure Risks

Market conditions and the actual and perceived state of the capital markets generally could negatively impact our business, financial condition and results of operations.

We are dependent on the capital markets and any disruption to the capital markets or our ability to access such markets could impair our ability to fulfill our dividend requirements, make payments to our security holders or otherwise finance our business operations. Adverse developments affecting economies throughout the world, including rising inflation, a general tightening of availability of credit (including the price, terms and conditions under which it can be obtained), the state of the public and private capital markets, decreased liquidity in certain financial markets, increased interest rates, foreign exchange fluctuations, declining consumer confidence, the actual or perceived state of the real estate market, tightened labor markets or significant declines in stock markets, as well as concerns regarding pandemics, epidemics and the spread of contagious diseases, could impact our business, financial condition and results of operations. For example, unfavorable changes in general economic conditions, including recessions, economic slowdowns, high unemployment and rising prices or the perception by consumers of weak or weakening economic conditions may reduce disposable income and impact consumer spending in healthcare or senior housing, for example, which could adversely affect our financial results.

During inflationary periods, interest rates have historically increased, which would have a direct effect on the interest expense of our borrowings. In particular, primarily in response to concerns about inflation, the U.S. Federal Reserve has significantly raised its benchmark federal funds rate, which has led to increases in interest rates in the credit markets. The U.S. Federal Reserve may continue to raise the federal funds rate, which will likely lead to higher interest rates in the credit markets and the possibility of lower asset values, slowing economic growth and/or a recession. We are exposed to increases in interest rates in the short term through our variable-rate borrowings, which consist of borrowings under our unsecured credit facility, our unsecured term loans and our commercial paper program. Therefore, interest rate increases, due to inflation or otherwise, could in the short term, increase our interest expense under these variable-rate facilities and in the long term, increase our financing costs as we refinance our existing variable-rate and fixed-rate long-term borrowings, or incur additional interest expense related to the issuance of incremental debt.

To the extent there is turmoil in the global financial markets, this turmoil has the potential to adversely affect (i) the value of our properties; (ii) the availability or the terms of financing that we have or may be able to obtain; (iii) our ability to make principal and interest payments on, or refinance when due, any outstanding indebtedness; (iv) our ability to pay a dividend and (v) the ability of our tenants, managers and borrowers to satisfy their obligations to us. Disruptions in the capital and credit markets may also adversely affect the market price of our securities.

We are exposed to increases in interest rates, which could reduce our profitability and adversely impact our ability to refinance existing debt, sell assets or engage in acquisition, investment, development and redevelopment activity, and our decision to hedge against interest rate risk might not be effective.

Interest rates are rising and are expected to continue to rise. Increases in interest rates may result in a decrease in the value of our real estate, a decrease in the market price of our common stock and a decrease in our cash flows and net income. Increases in interest rates may also adversely affect the securities markets generally, which could reduce the market price of our common stock without regard to our operating performance. Any such unfavorable changes to our borrowing costs and price of our common stock could significantly impact our ability to raise new debt and equity capital going forward and increase the cost of financing on our acquisition, investment, development and redevelopment activity. An increase in interest rates also could limit our ability to refinance existing debt upon maturity or cause us to pay higher rates upon refinancing, as well as decrease the amount that third parties are willing to pay for our assets, thereby limiting our ability to promptly reposition our portfolio in response to changes in economic or other conditions.

We receive a significant portion of our revenues by leasing assets under long-term triple-net leases that generally provide for fixed rental rates subject to annual escalations, while certain of our debt obligations are floating rate obligations with interest and related payments that vary with the movement of the London Interbank Offered Rate (“LIBOR”), the Secured Overnight Financing Rate (“SOFR”), Bankers’ Acceptance or other indexes. The generally fixed rate nature of a significant portion of our revenues and the variable rate nature of certain of our debt obligations create interest rate risk. If interest rates continue to rise, the costs of our existing floating rate debt and any new debt that we incur would increase. These increased costs could reduce our profitability, impair our ability to meet our debt obligations, or increase the cost of financing our acquisition, investment, development and redevelopment activity.

We may seek to manage our exposure to interest rate volatility with hedging arrangements that involve additional risks, including the risks that counterparties may fail to honor their obligations under these arrangements, that these

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arrangements may not be effective in reducing our exposure to interest rate changes, that the amount of income we earn from hedging transactions may be limited by federal tax provisions governing REITs, and that these arrangements may cause us to pay higher interest rates on our debt obligations than otherwise would be the case. Moreover, no amount of hedging activity can fully insulate us from the risks associated with changes in interest rates. Failure to hedge effectively against interest rate risk, if we choose to engage in such activities, could adversely affect our business, financial condition and results of operations.

We have a significant amount of outstanding indebtedness and may incur additional indebtedness in the future.

As of December 31, 2022, we had approximately $12.4 billion of outstanding principal indebtedness. The instruments governing our existing indebtedness permit us to incur substantial additional debt, including secured debt, and we may satisfy our capital and liquidity needs through additional borrowings. Our indebtedness requires us to dedicate a significant portion of our cash flow from operations to the payment of debt service, thereby reducing the funds available to implement our business strategy and make distributions to stockholders. A high level of indebtedness on an absolute basis or as a ratio to our cash flow could also have the following consequences:

•Potential limits on our ability to adjust rapidly to changing market conditions and vulnerability in the event of a downturn in general economic conditions or in the real estate or healthcare industries;

•Potential impairment of our ability to obtain additional financing to execute on our business strategy; and

•Potential downgrade in the rating of our debt securities by one or more rating agencies, which could have the effect of, among other things, limiting our access to capital and increasing our cost of borrowing.

We mortgage, and expect to continue to mortgage, certain of our properties to secure payment of indebtedness. If we are unable to meet our mortgage payments, then the encumbered properties could be foreclosed upon or transferred to the mortgagee with a resulting loss of income and asset value.

We are highly dependent on access to the capital markets. Limitations on our ability to access capital could have an adverse effect on us, including our ability to make required payments on our debt obligations, make distributions to our stockholders or make future investments necessary to implement our business strategy.

We cannot assure you that we will be able to raise the capital necessary to meet our debt service obligations, make distributions to our stockholders or make future investments necessary to implement our business strategy if our cash flow from operations is insufficient to satisfy these needs. We cannot assure you that conditions in the capital markets will not deteriorate, that our access to capital and other sources of funding will not become constrained or that interest rates will not rise, any of which could adversely affect the availability and terms of future borrowings, renewals or refinancings and our results of operations and financial condition. If we cannot access capital at an acceptable cost or at all, we may be required to liquidate one or more investments in properties at times that may not permit us to maximize the return on those investments or that could result in adverse tax consequences to us.

As a public company, our access to debt and equity capital depends, in part, on the trading prices of our senior notes and common stock, which, in turn, depend upon market conditions that change from time to time, such as the market’s perception of our financial condition, our growth potential and our current and expected future earnings and cash distributions. Our failure to meet the market’s expectation regarding future earnings and cash distributions or a significant downgrade in the ratings assigned to our long-term debt could impact our ability to access capital or increase our borrowing costs.

The COVID-19 pandemic and its extended consequences have caused, and could continue to cause, severe economic, market and other disruptions worldwide, including widespread inflation that led to a rise in interest rates. It is possible that conditions in the bank lending, capital and other financial markets could again deteriorate as a result of the pandemic, and that could in turn mean that our access to capital and other sources of funding could become constrained. Any of these conditions could adversely affect the availability and terms of our future borrowings, renewals or refinancings. The continuance of the effects of the COVID-19 pandemic and its extended consequences on our business could lead to downgrades of our long-term credit rating. See “—Risks Related to the COVID-19 Pandemic—The COVID-19 pandemic and its extended consequences have had and may continue to have a material adverse effect on our business, financial condition and results of operations,” above. Any future downgrades could increase our borrowing costs, which would make it more difficult or expensive to obtain additional financing or refinance existing obligations and commitments.

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We rely on the financial institutions that are parties to our revolving credit facilities. If these institutions become capital constrained, tighten their lending standards or become insolvent or if they experience excessive volumes of borrowing requests from other borrowers within a short period of time, they may be unable or unwilling to honor their funding commitments to us, which would adversely affect our ability to draw on our revolving credit facilities and, over time, could negatively impact our ability to consummate acquisitions, repay indebtedness as it matures, fund capital expenditures or make distributions to our stockholders.

We may be adversely affected by fluctuations in currency exchange rates.

Our ownership of properties in Canada and the United Kingdom currently subjects us to fluctuations in the exchange rates between U.S. dollars and Canadian dollars or the British pound, which may, from time to time, impact our financial condition and results of operations. If we continue to expand our international presence through investments in, or acquisitions or development of, senior housing or healthcare assets outside the United States, Canada or the United Kingdom, we may transact business in other foreign currencies. Although we may pursue hedging alternatives, including borrowing in local currencies, to protect against foreign currency fluctuations, we cannot assure you that such hedging will be successful and that fluctuations will not adversely affect our business, financial condition and results of operations.

The phasing out of LIBOR may affect our financial results.

LIBOR and certain other interest “benchmarks” are subject to regulatory guidance and reform that have caused and may in the future cause interest rates under our current or future debt agreements to perform differently than in the past or cause other unanticipated consequences. Following announcements by the United Kingdom’s Financial Conduct Authority, which regulates LIBOR, and ICE Benchmark Administration Limited, which administers LIBOR’s publication, publication of most LIBOR settings ceased after December 31, 2021. While publication of the remaining U.S. dollar LIBOR settings is expected to cease after June 30, 2023, U.S., European Union and U.K. regulators have discouraged use of LIBOR for any new contracts entered into after year-end 2021. While there are other rates that have gained market acceptance as alternatives to LIBOR, the Alternative Reference Rates Committee, a steering committee comprised of U.S. financial market participants, selected SOFR as the recommended alternative to U.S. dollar LIBOR. SOFR is a broad measure of the cost of borrowing cash overnight collateralized by U.S. Treasury securities, and the Federal Reserve Bank of New York started to publish SOFR in April 2018. The discontinuation, reform or replacement of LIBOR or any other benchmark rates may have an unpredictable impact on contractual mechanics in the credit markets or cause disruption to the broader financial markets and could have an adverse effect on LIBOR-based interest rates on our current or future debt obligations. Specifically, significant portions of the market for new LIBOR-based transactions could experience materially reduced liquidity or pricing transparency. Although certain of our LIBOR based obligations provide for alternative methods of calculating the interest rate payable (including transition to an alternative benchmark rate), the consequences of the adoption of any such alternative reference benchmark rate cannot be predicted and could have an adverse impact on the amount of interest that we pay. There can be no assurance that any agreement we reach to replace LIBOR in any contract will result in effective interest rates at least as favorable to us as our current effective interest rates or that we will be able to transition to a new benchmark without challenges or at all. The failure to reach an agreement on a replacement benchmark, or the failure to reach an agreement that results in an effective interest rate at least as favorable to us as our current effective interest rates, could result in an increase in our debt service obligations, which could adversely affect our financial condition and results of operations.

Covenants in the instruments governing our and our subsidiaries’ existing indebtedness limit our operational flexibility, and a covenant breach could adversely affect our operations.

The terms of the instruments governing our existing indebtedness require us to comply with certain customary financial and other covenants, such as maintaining debt service coverage, leverage ratios and minimum net worth requirements. Our continued ability to incur additional debt and to conduct business in general is subject to our compliance with these covenants, which limit our operational flexibility. Breaches of these covenants could result in defaults under the applicable debt instruments and could trigger defaults under any of our other indebtedness that is cross-defaulted against such instruments, even if we satisfy our payment obligations. Covenants contained in the instruments governing our subsidiaries’ outstanding mortgage indebtedness may restrict our ability to obtain cash distributions from such subsidiaries for the purpose of meeting our debt service obligations. Financial and other covenants that limit our operational flexibility, as well as defaults resulting from our breach of any of these covenants, could adversely affect our business, financial condition and results of operations.

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Our Legal, Compliance and Regulatory Risks

Significant legal or regulatory proceedings could subject us or our tenants or managers to increased operating costs and substantial uninsured liabilities, which could adversely affect our or their liquidity, financial condition and results of operations.

From time to time, we or our tenants or managers may be subject to lawsuits, investigations, claims and other legal or regulatory proceedings arising out of our alleged actions or the alleged actions of our tenants and managers. These claims may include, among other things, professional liability and general liability claims, commercial liability claims, unfair business practices claims and employment claims, as well as regulatory proceedings, including proceedings related to our SHOP segment, where we are typically the holder of the applicable healthcare license.

In our operating assets, including those in our SHOP and office segments, we are generally responsible for all liabilities of the properties, including any lawsuits, investigations, claims and other legal or regulatory proceedings, other than those arising out of certain actions by our managers, such as those caused by gross negligence, fraud or willful misconduct. As a result, we have exposure to, among other things, professional and general liability claims, employment law claims and the associated litigation and other costs related to defending and resolving such claims. In our SHOP segment in particular, if one of our managers fails to comply with applicable law or regulation, we may be held responsible, which could subject us to civil, criminal and administrative penalties, including the loss or suspension of accreditation, licenses or certificates of need; suspension of or nonpayment for new admissions; denial of reimbursement; fines; suspension, decertification, or exclusion from federal, state or foreign healthcare programs; or facility closure. In addition, we cannot assure you that any contractual obligations to indemnify, defend and hold us harmless from such liabilities will be satisfied by third parties, or that any purchase price consideration held in escrow will be sufficient to satisfy claims for which we are entitled to indemnification.

An unfavorable resolution of any such lawsuit, investigation, claims or other legal or regulatory proceeding could materially and adversely affect our or our tenants’ or managers’ liquidity, financial condition and results of operations, and may not be protected by sufficient insurance coverage. Even with a favorable resolution of litigation or a proceeding, the effect of litigation and other potential litigation and proceedings may materially increase operating costs we or our tenants or managers incur. Negative publicity with respect to any lawsuits, claims or other legal or regulatory proceedings may also negatively impact their or our or the properties’ reputation.

The COVID-19 pandemic has caused and may in the future cause our senior housing and healthcare business to face increased exposure to lawsuits or other legal or regulatory proceedings filed at the same time across multiple jurisdictions, such as professional or general liability litigation alleging wrongful death and negligence claims, some of which may result in large damage awards and not be indemnified or subject to sufficient insurance coverage, may require our support as a result of our indemnification agreements or may result in restrictions in the operations of our or our tenants’ or managers’ business.

We and our tenants, managers and borrowers may be adversely affected by regulation and enforcement.

We and our tenants, managers and borrowers are subject to or impacted by extensive and frequently changing federal, state, local and international laws and regulations. For example, the healthcare industry is subject to laws and regulations that relate to, among other things, licensure and certificates of need, conduct of operations, ownership of communities and facilities, construction of new communities and facilities and addition of equipment, governmental reimbursement programs, such as Medicare and Medicaid, allowable costs, services, prices for services, qualified beneficiaries, appropriateness and classification of care, patient rights, resident health and safety, data privacy and security laws, wage and hour laws, fraud and abuse and financial and other arrangements that may be entered into by healthcare providers. We generally hold the applicable healthcare licenses and enroll in applicable government healthcare programs on behalf of the properties in our SHOP segment, and that subjects us to potential liability under some healthcare laws and regulations. See “Government Regulation-United States Healthcare Regulation, Licensing and Enforcement” included in Part I, Item 1 of this Annual Report. Many of our life science, research and innovation tenants are subject to laws and regulations that govern the research, development, clinical testing, manufacture and marketing of drugs, medical devices and similar products.

The laws and regulations that apply to us and our tenants, managers and borrowers are complex and may change rapidly, and efforts to comply and keep up with them require significant resources. Any changes in scope, interpretation or enforcement of the regulatory framework could require us or our tenants, managers or borrowers to invest significant resources responding to these changes. If we or our tenants, managers or borrowers fail to comply with the extensive laws, regulations and other requirements applicable to our or their businesses and the operation of our or their properties, we or they could face a number of remedial actions, including forced closure, loss of accreditation, bans on admissions of new patients or residents, imposition of fines, ineligibility to receive reimbursement from governmental and private third-party payor programs or civil or

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criminal penalties. If any of these occur, our and our tenants’, managers’ and borrowers’ businesses, results of operations (including results of properties) or financial condition could be adversely affected.

Our investments may expose us to unknown liabilities.

We may acquire or invest in properties or businesses that are subject to liabilities and without any recourse, or with only limited recourse, against the prior owners or other third parties with respect to unknown liabilities. As a result, if a liability were asserted against us based upon ownership of those properties, we might have to pay substantial sums to settle or contest it, which could adversely affect our results of operations and cash flow.

We may assume or incur liabilities, including, in some cases, contingent liabilities, and be exposed to actual or potential claims in connection with our acquisitions that adversely affect us, such as:

•Liabilities relating to the clean-up or remediation of environmental conditions;

•Unasserted claims of vendors or other persons dealing with the sellers;

•Liabilities, claims and litigation, including indemnification obligations, whether incurred in the ordinary course of business, relating to periods prior to or following our acquisition;

•Claims for indemnification by general partners, directors, officers and others indemnified by the sellers; and

•Liabilities for taxes relating to periods prior to our acquisition.

If the liabilities we assume in connection with acquisitions are greater than expected, or if we discover obligations relating to the acquired properties or businesses, our business and results of operations could be materially adversely affected.

The occurrence of cyber incidents could disrupt our operations, result in the loss of confidential information or damage our business relationships and reputation.

Cybersecurity incidents and cyber-attacks have been occurring globally at a more frequent and severe level and will likely continue to increase in frequency in the future. As our reliance on technology has increased, our business is subject to greater risk from cyber incidents, including attempts to gain unauthorized access to our or our managers’ or venture partners’ systems to disrupt operations, corrupt data or steal confidential information, and other electronic security breaches. While we, our managers and our business partners have implemented measures to help mitigate these threats, these measures cannot guarantee that we or they will be successful in preventing a cyber incident. Our information technology networks and related systems are essential to our ability to perform day-to-day operations of our business, and a cyber incident could result in a data center outage, disrupting our systems and operations or the operations of our managers or business partners, compromise the confidential information of our employees, partners or the residents in our senior housing communities, and damage our business relationships and reputation. Although we have implemented various measures to manage risks relating to these types of events, these measures and the systems supporting them could prove to be inadequate and, if compromised, could become inoperable for extended periods of time, cease to function properly or fail to adequately secure private information. We do not control the cybersecurity plans and systems put in place by third-party providers, and third-party providers may have limited indemnification obligations to us, which could cause us to be negatively impacted as a result. Breaches, such as those involving covertly introduced malware, impersonation of authorized users and industrial or other espionage, may not be identified even with sophisticated prevention and detection systems, potentially resulting in further harm and preventing them from being addressed appropriately. The failure of these systems or of disaster recovery plans for any reason could cause significant interruptions in our operations and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information, material nonpublic information and intellectual property and trade secrets and other sensitive information we possess. We could be required to make a significant investment to remedy the effects of any failures, including but not limited to harm to our reputation, legal claims that we and our partners may be subjected to, regulatory or enforcement action arising out of applicable privacy and other laws, adverse publicity, or other events that may affect our business and financial performance.

The amount and scope of insurance coverage provided by our policies and policies maintained by our tenants, managers or other counterparties may not adequately insure against losses.

We maintain or require in our lease, management and other agreements that our tenants, managers or other counterparties maintain comprehensive insurance coverage on our properties and their operations with terms, conditions, limits

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and deductibles that we believe are customary for similarly situated companies in each industry. Although we frequently review our insurance programs and requirements, we cannot assure you that we or our tenants, managers or other counterparties will be able to procure or maintain adequate levels of insurance. As a result of the COVID-19 pandemic, the cost of insurance has increased and may further increase, and, due to changes in coverage terms resulting from the COVID-19 pandemic, insurance may not cover some claims related to COVID-19. We also cannot assure you that we or our tenants, managers or other counterparties will maintain the insurance coverage required under our lease, management and other agreements, that we will continue to require the same levels of insurance under our lease, management and other agreements, that this insurance will be available at a reasonable cost in the future or at all or that the policies maintained will fully cover all losses on our properties when a catastrophic event occurs. We cannot make any guaranty as to the future financial viability of the insurers that underwrite our policies and the policies maintained by our tenants, managers and other counterparties. If we sustain losses in excess of our insurance coverage, we may be required to pay the difference and we could lose our investment in, or experience reduced profits and cash flows from, our operations.

In some cases, we and our tenants and managers may be subject to professional liability, general liability, employment, premise, privacy, environmental, unfair business practice and contracts claims brought by plaintiffs’ attorneys seeking significant damages and attorneys’ fees, some of which may not be insured or indemnified and some of which may result in significant damage awards. Due to the historically high frequency and severity of professional liability claims against senior housing and healthcare providers, the availability of professional liability insurance has decreased, and the premiums on this insurance coverage remain costly. Insurance for other claims such as wage and hour, certain environmental, privacy and unfair business practices may no longer be available, and the premiums on that insurance coverage, to the extent it is available, remain costly. As a result, insurance protection against these claims may not be sufficient to cover all claims against us or our tenants or managers and may not be available at a reasonable cost or otherwise on terms that provide adequate coverage. If we or our tenants and managers are unable to maintain adequate insurance coverage or are required to pay damages, we or they may be exposed to substantial liabilities, and the adverse impact on our or our tenants’ and managers’ respective financial condition, results of operations and cash flows could be material, and could adversely affect our tenants’ and managers’ ability to meet their obligations to us.

Additionally, we and those of our tenants and managers who self-insure or who transfer risk of losses to a wholly owned captive insurance company could incur large funded and unfunded property and liability expenses, which could materially adversely affect their or our liquidity, financial condition and results of operations.

Failure to maintain effective internal controls could harm our business, results of operations and financial condition.

Under the Sarbanes-Oxley Act of 2002, we are required to provide a report by management on internal control over financial reporting, including management’s assessment of the effectiveness of that control. Because of its inherent limitations, including the possibility of human error, the circumvention or overriding of controls, or fraud, effective internal controls over financial reporting may not prevent or detect material misstatement and can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements. If we fail to maintain the adequacy of our internal controls over financial reporting and our operating internal controls, including any failure to implement required new or improved controls as a result of changes to our business or otherwise, or if we experience difficulties in their implementation, our business, financial condition and results of operations could be adversely affected and we could fail to meet our reporting obligations.

We could incur substantial liabilities and costs if any of our properties are found to be contaminated with hazardous substances or we become involved in any environmental disputes.

Under federal and state environmental laws and regulations, a current or former owner of real property may be liable for costs related to the investigation, removal and remediation of hazardous or toxic substances or petroleum that are released from or are present at or under, or that are disposed of in connection with the property. Owners of real property may also face other environmental liabilities, including government fines and penalties imposed by regulatory authorities and damages for injuries to persons, property or natural resources. Environmental laws and regulations often impose liability without regard to whether the owner was aware of, or was responsible for, the presence, release or disposal of hazardous or toxic substances or petroleum. In some circumstances, environmental liability may result from the activities of a current or former tenant or manager of the property. Although we generally have indemnification rights against the current tenants or managers of our properties for contamination they cause, that indemnification may not adequately cover all environmental costs. See “Government Regulation—Environmental Regulation” included in Part I, Item 1 of this Annual Report.

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Our REIT Status Risks

Loss of our status as a REIT would have significant adverse consequences for us and the value of our common stock.

If we lose our status as a REIT (currently or with respect to any tax years for which the statute of limitations has not expired), we will face serious tax consequences that will substantially reduce the funds available to satisfy our obligations, to implement our business strategy and to make distributions to our stockholders for each of the years involved because:

•We would not be allowed a deduction for distributions to stockholders in computing our taxable income and would be subject to regular U.S. federal corporate income tax;

•We could be subject to increased state and local taxes; and

•Unless we are entitled to relief under statutory provisions, we could not elect to be subject to tax as a REIT for four taxable years following the year during which we were disqualified.

In addition, in such event we would no longer be required to pay dividends to maintain REIT status, which could adversely affect the value of our common stock.

Qualification as a REIT involves the application of highly technical and complex provisions of the Code for which there are only limited judicial and administrative interpretations. The determination of factual matters and circumstances not entirely within our control, as well as new legislation, regulations, administrative interpretations or court decisions, may adversely affect our investors or our ability to remain qualified as a REIT for tax purposes. In order to maintain our qualification as a REIT, we must satisfy a number of requirements, generally including requirements regarding the ownership of our stock, requirements regarding the composition of our assets, a requirement that at least 95% of our gross income in any year must be derived from qualifying sources, and a requirement to make distributions to our stockholders aggregating annually at least 90% of our net taxable income, excluding capital gains. Although we believe that we currently qualify as a REIT, we cannot assure you that we will continue to qualify for all future periods.

The 90% distribution requirement will decrease our liquidity and may limit our ability to engage in otherwise beneficial transactions.

To comply with the 90% distribution requirement applicable to REITs and to avoid a nondeductible excise tax, we must make distributions to our stockholders. Such distributions reduce the funds we have available to finance our investment, acquisition, development and redevelopment activity and may limit our ability to engage in transactions that are otherwise in the best interests of our stockholders.

From time to time, we may not have sufficient cash or other liquid assets to satisfy the REIT distribution requirements. For example, timing differences between the actual receipt of income and actual payment of deductible expenses, on the one hand, and the inclusion of that income and deduction of those expenses in arriving at our taxable income, on the other hand, or non-deductible expenses such as principal amortization or repayments or capital expenditures in excess of non-cash deductions may prevent us from having sufficient cash or liquid assets to satisfy the 90% distribution requirement.

In the event that timing differences occur or we decide to retain cash or to distribute such greater amount as may be necessary to avoid income and excise taxation, we may seek to borrow funds, issue additional equity securities, pay taxable stock dividends, distribute other property or securities or engage in a transaction intended to enable us to meet the REIT distribution requirements. Any of these actions may require us to raise additional capital to meet our obligations; however, see “—Our Capital Structure Risks—We are highly dependent on access to the capital markets. Limitations on our ability to access capital could have an adverse effect on us, including our ability to make required payments on our debt obligations, make distributions to our stockholders or make future investments necessary to implement our business strategy,” above. The terms of the instruments governing our existing indebtedness restrict our ability to engage in certain of these transactions.

To preserve our qualification as a REIT, our certificate of incorporation contains ownership limits with respect to our capital stock that may delay, defer or prevent a change of control of our company.

To assist us in preserving our qualification as a REIT, our certificate of incorporation provides that if a person acquires beneficial ownership of more than 9.0% of our outstanding common stock or more than 9.9% of our outstanding preferred stock, the shares that are beneficially owned in excess of the applicable limit are considered “excess shares” and are

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automatically deemed transferred to a trust for the benefit of a charitable institution or other qualifying organization selected by our Board of Directors. The trust is entitled to all dividends with respect to the excess shares and the trustee may exercise all voting power over the excess shares. We also have the right to purchase the excess shares for a price equal to the lesser of (i) the price per share in the transaction that created the excess shares or (ii) the market price on the day we purchase the shares. If we do not purchase the excess shares, the trustee of the trust is required to transfer the shares at the direction of our Board of Directors. These ownership limits could delay, defer or prevent a transaction or a change of control that might involve a premium price for our common stock or might otherwise be in the best interests of our stockholders.

Our use of taxable REIT subsidiaries is limited under the Code.

Under the Code, no more than 20% of the value of the gross assets of a REIT may be represented by securities of one or more taxable REIT subsidiaries (“TRSs”). This limitation may affect our ability to increase the size of our TRSs’ operations and assets, and there can be no assurance that we will be able to comply with the applicable limitation, or that such compliance will not adversely affect our business. Also, our TRSs may not, among other things, operate or manage certain healthcare facilities, which may cause us to forgo investments we might otherwise make. Finally, we may be subject to a 100% excise tax on the income derived from certain transactions with our TRSs that are not on an arm's-length basis. We believe our arrangements with our TRSs are on arm's-length terms and intend to continue to operate in a manner that allows us to avoid incurring the 100% excise tax described above, but there can be no assurance that we will be able to avoid application of that tax.

Complying with REIT requirements may cause us to forego otherwise attractive opportunities (including investing in our tenants) or liquidate otherwise attractive investments.

To qualify as a REIT for federal income tax purposes, we must continually satisfy tests concerning, among other things, the sources of our income, the nature and diversification of our assets, the amounts we distribute to our stockholders and the ownership of our common stock. In order to meet these tests, we may be required to forego investments we might otherwise make (including investments in our tenants) or to liquidate otherwise attractive investments. This limited investment scope could also lead to financial risks or limit our flexibility during times of operating instability.

The lease of qualified healthcare properties to a TRS is subject to special requirements.

We lease certain healthcare properties to TRSs, which in turn contract with third-party managers to manage the healthcare operations at these properties. The rents we receive from a TRS pursuant to this arrangement are treated as qualifying rents from real property if the healthcare property is a qualified health care property (as defined in the Code), the rents are paid pursuant to an arm’s-length lease with a TRS and the manager qualifies as an eligible independent contractor (as defined in the Code). We have structured the applicable leases and related arrangements in a manner intended to meet these requirements, but there can be no assurance that these conditions will be satisfied. If any of these conditions is not satisfied with respect to a particular lease, then the rents we receive with respect to such lease will not be qualifying rents, which could have an adverse effect on our ability to comply with REIT income tests and thus on our ability to qualify as a REIT unless we are able to avail ourselves of certain relief provisions.

The tax imposed on REITs engaging in “prohibited transactions” may limit our ability to engage in transactions which would be treated as sales for federal income tax purposes.

A REIT’s net income from prohibited transactions is subject to a 100% penalty tax. In general, prohibited transactions are sales or other dispositions of property, other than foreclosure property, held primarily for sale to customers in the ordinary course of business, unless certain safe harbor exceptions apply. Although we do not intend to hold any properties that would be characterized as held for sale to customers in the ordinary course of our business, such characterization is a factual determination and no guarantee can be given that the IRS would agree with our characterization of our properties or that we will always be able to make use of the available safe harbors.

Legislative or other actions affecting REITs could have a negative effect on our stockholders or us.

The rules dealing with federal income taxation are constantly under review by persons involved in the legislative process and by the IRS and the U.S. Treasury Department. Changes to the tax laws, with or without retroactive application, could adversely affect our investors or us. New legislation, U.S. Treasury Department regulations, administrative interpretations or court decisions could significantly and negatively affect our ability to qualify as a REIT, the federal income tax consequences of such qualification, or the federal income tax consequences of an investment in us. Also, the law relating to

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the tax treatment of other entities, or an investment in other entities, could change, making an investment in such other entities more attractive relative to an investment in a REIT.

Ventas may incur adverse tax consequences if New Senior or any of Ventas’s subsidiary REITs failed to qualify as a REIT for U.S. federal income tax purposes.

Ventas completed its merger with New Senior and received an opinion from REIT counsel to the effect that, at all times starting with its taxable year ended December 31, 2014 and through the closing date, New Senior was organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code. The opinion is not binding on the IRS or any court, and it is possible that the IRS could take a contrary position or that this tax position might not be sustained. If New Senior failed to qualify as a REIT for U.S. federal income tax purposes, Ventas would succeed to any tax liabilities. These liabilities could be significant, and Ventas could possibly fail to qualify as a REIT. If New Senior failed to qualify as a REIT for U.S. federal income tax purposes, for the five-year period after the merger, upon a taxable disposition of any of New Senior’s assets, Ventas could be subject to corporate-level tax with respect to all or a portion of the gain so recognized. Ventas’s REIT status also depends on the ongoing qualification of subsidiary entities qualifying as REITs or TRSs, as applicable, as a result of its substantial ownership interest in those entities.

ITEM 1B.    Unresolved Staff Comments

    None.

ITEM 2.    Properties

Senior Housing and Healthcare Properties

As of December 31, 2022, we owned or had investments in approximately 1,300 properties (including properties classified as held for sale), consisting of senior housing communities, medical office buildings (“MOBs”), life science, research and innovation centers, hospitals and other healthcare facilities. We had 17 properties under development, five of which are owned by unconsolidated real estate entities. We believe that maintaining a balanced portfolio of high-quality assets diversified by investment type, geographic location, asset type, tenant/operator, revenue source and operating model makes us less susceptible to single-state regulatory or reimbursement changes, regional climate events and local economic downturns and diminishes the risk that any single factor or event could materially harm our business.

As of December 31, 2022, we had $2.4 billion aggregate principal amount of mortgage loan indebtedness outstanding, secured by 105 of our properties. Excluding the portion of such indebtedness attributable to our joint venture partners, our share of mortgage loan indebtedness outstanding was $2.2 billion.

The following table provides additional information regarding the geographic diversification of our consolidated portfolio of properties as of December 31, 2022 (excluding properties owned through investments in unconsolidated real estate entities and properties classified as held for sale):

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	Senior Housing Communities		SNFs		MOBs		Life Science, Research and Innovation Centers		IRFs and LTACs		Health Systems
Geographic Location	# of Properties	Units	# of Properties	Licensed Beds	# of Properties	Square Feet(1)	# of Properties	Square Feet(1)	# of Properties	Licensed Beds	# of Properties	Licensed Beds
Alabama	—	—	—	—	4	469	—	—	—	—	—	—
Arkansas	5	414	—	—	—	—	—	—	—	—	—	—
Arizona	27	2,263	—	—	15	973	—	—	1	60	—	—
California	80	8,921	—	—	26	2,078	—	—	5	455	—	—
Colorado	20	1,816	1	82	12	669	—	—	1	68	—	—
Connecticut	14	1,751	—	—	—	—	1	519	—	—	—	—
District of Columbia	—	—	—	—	2	103	—	—	—	—	—	—
Florida	46	4,017	—	—	11	223	1	259	6	508	—	—
Georgia	18	1,678	—	—	12	1,107	—	—	—	—	—	—
Hawaii	1	123	—	—	—	—	—	—	—	—	—	—
Iowa	2	215	—	—	—	—	—	—	—	—	—	—
Idaho	1	70	—	—	—	—	—	—	—	—	—	—
Illinois	26	3,066	1	82	35	1,425	1	129	4	430	—	—
Indiana	5	462	—	—	22	1,611	—	—	1	59	—	—
Kansas	11	871	—	—	2	115	—	—	—	—	—	—
Kentucky	6	624	—	—	2	73	—	—	1	384	—	—
Louisiana	3	281	—	—	5	365	—	—	—	—	—	—
Massachusetts	17	2,093	—	—	—	—	—	—	—	—	—	—
Maryland	4	282	—	—	2	83	5	489	—	—	—	—
Maine	6	452	—	—	—	—	—	—	—	—	—	—
Michigan	23	1,585	—	—	13	589	—	—	—	—	—	—
Minnesota	14	856	—	—	3	159	—	—	—	—	—	—
Missouri	5	474	—	—	19	1,117	5	1,086	1	60	—	—
Mississippi	1	94	—	—	1	51	—	—	—	—	—	—
Montana	5	464	—	—	—	—	—	—	—	—	—	—
North Carolina	30	2,656	—	—	16	705	9	1,472	1	124	—	—
North Dakota	2	115	—	—	1	114	—	—	—	—	—	—
Nebraska	2	253	—	—	—	—	—	—	—	—	—	—
New Hampshire	2	242	—	—	—	—	—	—	—	—	—	—
New Jersey	12	1,137	1	153	3	37	—	—	—	—	—	—
New Mexico	4	451	—	—	—	—	—	—	2	123	4	544
Nevada	5	621	—	—	5	417	—	—	1	52	—	—
New York	38	4,403	—	—	4	244	—	—	—	—	—	—
Ohio	26	1,797	—	—	14	503	—	—	1	50	—	—
Oklahoma	8	558	—	—	1	80	—	—	—	—	4	954
Oregon	30	2,846	—	—	1	105	—	—	—	—	—	—
Pennsylvania	34	2,662	4	620	8	614	6	1,119	1	52	—	—
Rhode Island	4	399	—	—	—	—	3	313	—	—	—	—
South Carolina	8	702	—	—	20	1,095	—	—	—	—	—	—
South Dakota	5	296	—	—	—	—	—	—	—	—	—	—
Tennessee	18	1,297	—	—	6	251	—	—	1	49	—	—
Texas	52	4,564	—	—	32	1,456	—	—	9	617	2	445
Utah	6	662	—	—	—	—	—	—	—	—	—	—
Virginia	11	1,006	—	—	5	233	1	262	—	—	—	—
Washington	20	2,102	5	469	10	584	—	—	—	—	—	—
Wisconsin	47	2,451	—	—	15	745	—	—	—	—	—	—
West Virginia	2	123	4	326	—	—	—	—	—	—	—	—
Wyoming	2	169	—	—	—	—	—	—	—	—	—	—
Total U.S.	708	64,384	16	1,732	327	18,390	32	5,647	36	3,091	10	1,943
Canada	82	15,484	—	—	—	—	—	—	—	—	—	—
United Kingdom	12	776	—	—	—	—	—	—	—	—	3	121
Total	802	80,644	16	1,732	327	18,390	32	5,647	36	3,091	13	2,064

______________________________

(1)Square Feet are in thousands. Totals may not foot due to rounding.

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Corporate Offices

Our headquarters are located in Chicago, Illinois and we have additional corporate offices in Louisville, Kentucky and New York, New York. We lease all of our corporate offices.

ITEM 3.    Legal Proceedings

The information contained in “Note 14 – Commitments and Contingencies” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report is incorporated by reference into this Item 3. Except as set forth therein, we are not a party to, nor is any of our property the subject of, any material pending legal proceedings.

ITEM 4.    Mine Safety Disclosures

Not applicable.

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PART II

ITEM 5.    Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock, par value $0.25 per share, is listed and traded on the New York Stock Exchange (the “NYSE”) under the symbol “VTR.” As of February 3, 2023, there were 400.0 million shares of our common stock outstanding, held by approximately 3,520 stockholders of record.

Dividends and Distributions

We pay regular quarterly dividends to holders of our common stock to comply with the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), governing REITs. In order to maintain our qualification as a REIT, we are required under the Code, among other things, to distribute annually at least 90% of our REIT taxable income, determined without regard to any 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 expect to distribute at least 100% of our taxable net income, after the use of any net operating loss carryforwards, to our stockholders for 2023.

In general, our Board of Directors makes decisions regarding the nature, frequency and amount of our dividends on a quarterly basis. Because the Board considers many factors when making these decisions, including our present and future liquidity needs, our current and projected financial condition and results of operations and the performance and credit quality of our tenants, borrowers and managers, we cannot assure you that we will maintain the practice of paying regular quarterly dividends to continue to qualify as a REIT. Please see “Cautionary Statements” and the risk factors included in Part I, Item 1A of this Annual Report for a description of other factors that may affect our distribution policy.

Director and Employee Stock Sales

Certain of our directors, executive officers and other employees have adopted or, from time to time in the future, may adopt non-discretionary, written trading plans that comply with Rule 10b5-1 under the Exchange Act, or otherwise monetize, gift or transfer their equity-based compensation. These transactions typically are conducted for estate, tax and financial planning purposes and are subject to compliance with our Amended and Restated Securities Trading Policy and Procedures (“Securities Trading Policy”), the minimum stock ownership requirements contained in our Guidelines on Governance and all applicable laws and regulations.

Our Securities Trading Policy expressly prohibits our directors, executive officers and employees from buying or selling derivatives with respect to our securities or other financial instruments that are designed to hedge or offset a decrease in the market value of our securities and from engaging in short sales with respect to our securities. In addition, our Securities Trading Policy prohibits our directors and executive officers from holding our securities in margin accounts or pledging our securities to secure loans without the prior approval of our Audit and Compliance Committee. Each of our directors and executive officers has advised us that he or she is in compliance with the Securities Trading Policy and has not pledged any of our equity securities to secure margin or other loans.

Stock Repurchases

The table below summarizes repurchases of our common stock made during the quarter ended December 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
October 1 through October 31	565	$	37.54	—	—
November 1 through November 30	56	46.53		—	—
December 1 through December 31	145	46.37		—	—
Total	766	$	39.87	—	—

(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 the exercise, as the case may be.

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Stock Performance Graph

The following performance graph compares the cumulative total return (including dividends) to the holders of our common stock from December 31, 2017 through December 31, 2022, with the cumulative total returns of the NYSE Composite Index, the FTSE Nareit Composite REIT Index (the “Composite REIT Index”) and the S&P 500 Index over the same period. The comparison assumes $100 was invested on December 31, 2017 in our common stock and in each of the foregoing indexes and assumes reinvestment of dividends, as applicable. We have included the NYSE Composite Index in the performance graph because our common stock is listed on the NYSE, and we have included the S&P 500 Index because we are a member of the S&P 500. We have included the Composite REIT Index because we believe that it is most representative of the industries in which we compete, or otherwise provides a fair basis for comparison with us, and is therefore particularly relevant to an assessment of our performance. The figures in the table below are rounded to the nearest dollar.

	12/31/2017		12/31/2018		12/31/2019		12/31/2020		12/31/2021		12/31/2022
Ventas	$	100	$	103	$	107	$	97	$	104	$	95
NYSE Composite Index	$	100	$	91	$	115	$	123	$	148	$	135
Composite REIT Index	$	100	$	96	$	123	$	116	$	162	$	122
S&P 500 Index	$	100	$	96	$	126	$	149	$	191	$	157

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ITEM 6.    [Reserved]

ITEM 7.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion provides information that management believes is relevant to an understanding and assessment of the consolidated financial condition and results of operations of Ventas, Inc. You should read this discussion in conjunction with our Consolidated Financial Statements and the notes thereto included in Part II, Item 8 of this Annual Report and our Risk Factors included in Part I, Item 1A of this Annual Report.

Business Summary and Overview of 2022

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 collectively as “healthcare real estate,” located throughout the United States, Canada, and the United Kingdom. As of December 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 housing operating portfolio, which we also refer to as “SHOP” and which was formerly known as senior living operations, and office operations. See our Consolidated Financial Statements and the related notes, including “Note 2 – Accounting Policies” and “Note 18 – Segment Information,” included in Part II, Item 8 of this Annual Report. Our senior housing communities are either subject to triple-net leases, in which case they are included in our triple-net leased properties reportable business segment, or operated by independent third-party managers, in which case they are included in our SHOP reportable business segment.

We have a third-party institutional capital management business, Ventas Investment Management (“VIM”), which includes our open-ended investment vehicle, the Ventas Life Science & Healthcare Real Estate Fund (the “Ventas Fund”). Through VIM, 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.

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.

Starting in 2020, our business was significantly 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. See “Risk Factors” in Part I, Item 1A of this Annual Report and “Note 2 – Accounting Policies - COVID-19 Assessment” of the Notes to Consolidated Financial Statements in Part II, Item 8, in each case, of this Annual Report.

Select 2022 Highlights

Investments and Dispositions

•During the year ended December 31, 2022, for an aggregate purchase price of $453.2 million, we acquired 18 MOBs leased to affiliates of Ardent, one behavioral health center, one research and innovation center (all of which are reported within our office operations segment) and two senior housing communities (which are reported within our SHOP segment).

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•During the year ended December 31, 2022, we sold seven senior housing communities, two MOBs, three triple-net leased properties, one vacant land parcel and one vacant office building for aggregate consideration of $115.1 million and recognized a net gain on the sale of these assets of $7.8 million in our Consolidated Statements of Income.

•In 2022, we provided secured debt financing in the aggregate amount of $29.1 million with terms ranging from two to five years and interest rates ranging from Term SOFR plus 3.75% to 5.00%.

Liquidity and Capital

•As of December 31, 2022, we had approximately $2.4 billion in liquidity, including availability under our revolving credit facility and cash and cash equivalents on hand, with $403.0 million borrowings outstanding under our commercial paper program and modest near-term debt maturing.

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

•In 2022, all three credit rating agencies took positive rating actions by upgrading Ventas’ long-term outlook to stable and affirmed its BBB+ or equivalent ratings.

•As of December 31, 2022, we have $1.0 billion remaining under our “at-the-market” equity offering program (“ATM program”), under which we may sell up to $1.0 billion aggregate gross sales price of shares of our common stock.

Portfolio

•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.

Environmental, Social and Governance

•During 2022, we continued our leadership in ESG, receiving numerous recognitions and accolades, including the 2022 Nareit Health Care “Leader in the Light” award for a sixth consecutive year, the 2023 Bloomberg Gender-Equality Index for the fourth consecutive year, the 2022 Dow Jones Sustainability World Index for the fourth consecutive year, the CDP “A List” for climate change in 2021, earning a 4-star GRESB rating for the tenth consecutive year, and named a 2022 ENERGY STAR® Partner of the Year for the second consecutive year.

Other Items

•During the fourth quarter, Atria Senior Living, Inc. (“Atria”) combined its proprietary cloud-based senior housing management software platform, Glennis, with two other complementary companies in the Software as a Service (SaaS) technology space. The merger transaction was executed under the sponsorship and majority ownership of an experienced private equity technology investor. We own a 34% stake in Atria and recognized a $26.1 million gain on sale in the fourth quarter of 2022 in income from unconsolidated entities in our Consolidated Statements of Income. We now own nearly 10% of the new combined SaaS company.

•We earned our first promote revenue of $9.9 million as general partner of the Ventas Fund within VIM. The promote revenue was recorded in third party capital management revenues in our Consolidated Statements of Income.

•We continued expanding our life science, research and innovation footprint, as evidenced by $0.7 billion in closed or committed projects in 2022. The 643,000 square foot, $425 million Atrium Health/Wake Forest University School of Medicine development in Charlotte announced in 2022 exemplifies our ability to leverage strong relationships with leaders in research, medicine and higher education to execute on high-quality, large-scale transactions.

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•During the year ended December 31, 2022, we received $54.2 million and $10.5 million in HHS and other government grants, respectively, which are primarily recognized as a contra expense within property-level operating expenses in our Consolidated Statements of Income in the period in which they were received.

•In December 2022, we recognized $11.7 million in income from unconsolidated entities in our Consolidated Statements of Income relating to our share of a net gain on real estate disposition recognized by Ardent.

•We hold a 9.8% ownership interest in Ardent, which entitles us to customary minority rights and protections, as well as the right to appoint one member to the Ardent Board of Directors. In September 2022, Ardent’s majority equity owner entered into a definitive purchase agreement to sell a minority equity investment in Ardent to a third-party investor. We have the right to, and have elected to, participate in the proposed transaction by selling approximately 24% of our ownership interest to the third-party investor on the same terms. If the proposed transaction is consummated, our ownership interest in Ardent would be reduced. The transaction is subject to customary closing conditions, including regulatory approvals and we cannot assure you that the transaction will close.

•During the year ended December 31, 2022, we recognized $12.5 million of expenses relating to materially disruptive events, primarily clean-up costs associated with winter storm Elliott.

Critical Accounting Policies and Estimates

Our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) set forth in the Accounting Standards Codification (“ASC”), as published by the Financial Accounting Standards Board (“FASB”). 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. We believe that the critical accounting policies described below, among others, affect our more significant estimates and judgments used in the preparation of our financial statements. For more information regarding our critical accounting policies, see “Note 2 – Accounting Policies” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report.

Principles of Consolidation

The Consolidated Financial Statements included in Part II, Item 8 of this Annual Report 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.    

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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.

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Impairment of Long-Lived and Intangible Assets

We periodically evaluate our long-lived assets, primarily consisting of investments in real estate, for impairment indicators. If indicators of impairment are present, we evaluate the carrying value of the related real estate investments in relation to the future undiscounted cash flows of the underlying operations. In performing this evaluation, we consider market conditions and our current intentions with respect to holding or disposing of the asset. We adjust the net book value of real estate properties and other long-lived assets to fair value if the sum of the expected future undiscounted cash flows, including sales proceeds, is less than book value. We recognize an impairment loss at the time we make any such determination.     

Estimates of fair value used in our evaluation of investments in real estate are based upon discounted future cash flow projections, if necessary, 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.

Recently Adopted Accounting Standards

In November 2021, the FASB issued Accounting Standards Update 2021-10, Disclosures by Business Entities about Government Assistance (“ASU 2021-10”), 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 did not have a material impact on our Consolidated Financial Statements.

Results of Operations

As of December 31, 2022, we operated through three reportable business segments: triple-net leased properties, SHOP and office operations. In our triple-net leased properties reportable business segment, we invest in and own senior housing and healthcare properties throughout the United States and the United Kingdom and lease those properties to healthcare operating companies under triple-net or absolute-net leases that obligate the tenants to pay all property-related expenses. In our SHOP reportable business segment, we invest in senior housing communities throughout the United States and Canada and engage independent operators, such as Atria and Sunrise, to manage those communities. In our office operations reportable business segment, we primarily acquire, own, develop, lease and manage MOBs and life science, research and innovation centers throughout the United States. Information provided for “non-segment” includes income from loans and investments and other miscellaneous income and various corporate-level expenses not directly attributable to any of our three reportable business segments. Assets included in “non-segment” consist primarily of corporate assets, including cash, restricted cash, loans receivable and investments, and miscellaneous accounts receivable.

Our chief operating decision maker evaluates performance of the combined properties in each reportable business segment and determines how to allocate resources to those segments, in significant part, based on NOI and related measures for each segment. For further information regarding our reportable business segments and a discussion of our definition of NOI, see “Note 18 – Segment Information” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report. See “Non-GAAP Financial Measures” included elsewhere in this Annual Report for additional disclosure and reconciliations of net income attributable to common stockholders, as computed in accordance with GAAP, to NOI.

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Years Ended December 31, 2022 and 2021

The table below shows our results of operations for the years ended December 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 Years Ended December 31,				Increase (Decrease) to Net Income
	2022		2021		$		%
NOI:
SHOP	$	647,466	$	458,273	$	189,193	41.3	%
Office operations	546,604		543,882		2,722		0.5
Triple-net leased properties	582,853		638,488		(55,635)		(8.7)
Non-segment	65,717		84,058		(18,341)		(21.8)
Total NOI	1,842,640		1,724,701		117,939		6.8
Interest and other income	3,635		14,809		(11,174)		(75.5)
Interest expense	(467,557)		(440,089)		(27,468)		(6.2)
Depreciation and amortization	(1,197,798)		(1,197,403)		(395)		—
General, administrative and professional fees	(144,874)		(129,758)		(15,116)		(11.6)
Loss on extinguishment of debt, net	(581)		(59,299)		58,718		99.0
Transaction expenses and deal costs	(51,577)		(47,318)		(4,259)		(9.0)
Allowance on loans receivable and investments	(19,757)		9,082		(28,839)		(317.5)
Other	(58,268)		(37,110)		(21,158)		(57.0)
Loss before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests	(94,137)		(162,385)		68,248		42.0
Income from unconsolidated entities	28,500		4,983		23,517		nm
Gain on real estate dispositions	7,780		218,788		(211,008)		(96.4)
Income tax benefit (expense)	16,926		(4,827)		21,753		nm
(Loss) income from continuing operations	(40,931)		56,559		(97,490)		(172.4)
Net (loss) income	(40,931)		56,559		(97,490)		(172.4)
Net income attributable to noncontrolling interests	6,516		7,551		(1,035)		(13.7)
Net (loss) income attributable to common stockholders	$	(47,447)	$	49,008	$	(96,455)	(196.8)	%

______________________________

nm - not meaningful

NOI—SHOP

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

	For the Years Ended December 31,				Increase (Decrease) to NOI
	2022		2021		$		%
NOI—SHOP:
Resident fees and services	$	2,651,886	$	2,270,001	$	381,885	16.8	%
Less: Property-level operating expenses	(2,004,420)		(1,811,728)		(192,692)		(10.6)
NOI	$	647,466	$	458,273	$	189,193	41.3	%

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	Number of Properties at December 31,		Average Unit Occupancy for the Years Ended December 31,				Average Monthly Revenue Per Occupied Room for the Years Ended December 31,
	2022	2021	2022		2021		2022		2021
Total communities	544	545	80.8	%	78.5	%	$	4,396	$	4,489

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

The increase in our SHOP reportable business NOI in 2022 over the prior year was driven by acquisitions, primarily the acquisition of over 100 independent living communities from New Senior Investment Inc. in September 2021, positive trends in occupancy and revenue, the transition of assets from our triple-net leased properties to our SHOP reportable business segment and higher government assistance received, partially offset by higher property-level operating expenses, driven by macro inflationary impacts primarily on labor, utilities and food costs. During 2022 and 2021, we received $54.2 million and $15.4 million, respectively, of HHS grants, which reduced property-level operating expenses in the applicable period.

The following table compares results of operations for our 307 same-store SHOP communities (dollars in thousands). See “Non-GAAP Financial Measures—NOI” included elsewhere in this Annual Report on Form 10-K for additional disclosure regarding same-store NOI for each of our reportable business segments.

	For the Years Ended December 31,				Increase (Decrease) to NOI
	2022		2021		$		%
Same-Store NOI—SHOP:
Resident fees and services	$	1,891,918	$	1,729,195	$	162,723	9.4	%
Less: Property-level operating expenses	(1,388,495)		(1,311,958)		(76,537)		(5.8)
NOI	$	503,423	$	417,237	$	86,186	20.7	%

	Number of Properties at December 31,		Average Unit Occupancy for the Years Ended December 31,				Average Monthly Revenue Per Occupied Room for the Years Ended December 31,
	2022	2021	2022		2021		2022		2021
Same-store communities	307	307	84.1	%	81.1	%	$	4,872	$	4,621

The increase in our same-store SHOP reportable business NOI is primarily driven by positive trends in occupancy and revenue per occupied room as well as higher government grants received, which are reflected as a reduction in property-level operating expenses, partially offset by higher property-level operating expenses, driven by macro inflationary impacts primarily on labor, utilities and food costs. During 2022 and 2021, we received $40.5 million and $9.1 million, respectively, of HHS grants, which reduced property-level operating expenses in the applicable period.

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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 December 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 Years Ended December 31,				Increase (Decrease) to NOI
	2022		2021		$		%
NOI—Office Operations:
Rental income	$	801,159	$	794,297	$	6,862	0.9	%
Third party capital management revenues	2,448		8,384		(5,936)		(70.8)
Total revenues	803,607		802,681		926		0.1
Less:
Property-level operating expenses	(257,003)		(257,001)		(2)		—
Third party capital management expenses	—		(1,798)		1,798		100.0
NOI	$	546,604	$	543,882	$	2,722	0.5	%

	Number of Properties at December 31,		Occupancy at December 31,				Annualized Average Rent Per Occupied Square Foot for the Years Ended December 31,
	2022	2021	2022		2021		2022		2021
Total office buildings	359	342	90.0	%	90.8	%	$	36	$	35

The increase in our office operations NOI in 2022 over the prior year was primarily due to acquisitions, leasing activity, high tenant retention, favorable expense controls and improved parking revenues, partially offset by dispositions of non-core assets.

The following table compares results of operations for our 330 same-store office buildings (dollars in thousands):

	For the Years Ended December 31,				Increase (Decrease) to NOI
	2022		2021		$		%
Same-Store NOI—Office Operations:
Rental income	$	750,060	$	724,015	$	26,045	3.6	%
Less: Property-level operating expenses	(238,914)		(229,707)		(9,207)		(4.0)
NOI	$	511,146	$	494,308	$	16,838	3.4	%

	Number of Properties at December 31,		Occupancy at December 31,				Annualized Average Rent Per Occupied Square Foot for the Years Ended December 31,
	2022	2021	2022		2021		2022		2021
Same-store office buildings	330	330	92.1	%	91.9	%	$	36	$	35

The increase in our same-store office operations NOI in 2022 over the prior year is primarily due to leasing activity, high tenant retention and improved parking revenues.

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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 December 31, 2022 (dollars in thousands):

	For the Years Ended December 31,				(Decrease) Increase to NOI
	2022		2021		$		%
NOI—Triple-Net Leased Properties:
Rental income	$	598,154	$	653,823	$	(55,669)	(8.5	%)
Less: Property-level operating expenses	(15,301)		(15,335)		34		0.2
NOI	$	582,853	$	638,488	$	(55,635)	(8.7)	%

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

The decrease in our triple-net leased properties NOI in 2022 over the prior year was primarily driven by a $41.9 million reduction in rental income from communities that were transitioned to our senior housing operating portfolio and a $8.4 million reduction attributable to rental income from communities that were sold, partially offset by contractual rent escalators.

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 December 31, 2022 and measured over the trailing 12 months ended September 30, 2022 (which is the most recent information available to us from our tenants) and average continuing occupancy rates related to the triple-net leased properties we owned at December 31, 2021 and measured over the 12 months ended September 30, 2021. 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 four quarters of occupancy results.

	Number of Properties at December 31, 2022	Average Occupancy for the Trailing 12 Months Ended September 30, 2022		Number of Properties at December 31, 2021	Average Occupancy for the Trailing 12 Months Ended September 30, 2021
Senior housing communities	256	76.1	%	261	73.5	%
Skilled nursing facilities (“SNFs”)	16	81.9		16	75.9
IRFs and LTACs	36	56.4		35	58.5

The following table compares results of operations for our 314 same-store triple-net leased properties. See “Non-GAAP Financial Measures—NOI” included elsewhere in this Annual Report on Form 10-K for additional disclosure regarding same-store NOI for each of our reportable business segments (dollars in thousands):

	For the Years Ended December 31,				Increase (Decrease) to NOI
	2022		2021		$		%
Same-Store NOI—Triple-Net Leased Properties:
Rental income	$	583,339	$	571,808	$	11,531	2.0	%
Less: Property-level operating expenses	(14,349)		(11,207)		(3,142)		(28.0)
NOI	$	568,990	$	560,601	$	8,389	1.5	%

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The increase in our same-store triple-net leased properties rental income in 2022 over the prior year was attributable primarily to contractual rent escalators, partially offset by lease resolutions with several smaller senior housing triple-net tenants who were materially affected by COVID-19.

NOI — Non-Segment

Information provided for non-segment NOI includes management fees and promote revenues, net of expenses, related to our third-party institutional capital management business, income from loans and investments and various corporate-level expenses not directly attributable to any of our three reportable business segments. The $18.3 million decrease in non-segment NOI in 2022 over the prior year was primarily due to $16.6 million gain recognized in 2021 for the redemption of Ardent’s senior notes and $10.7 million gain on the sale of marketable debt securities in 2021, partially offset by $9.9 million of promote revenue earned as general partner of the Ventas Fund within VIM in 2022. See “Note 6 – Loans Receivable and Investments” and “Note 7 – Investments in Unconsolidated Entities” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report.

Company Results

Interest and Other Income

The $11.2 million decrease in interest and other income in 2022 over the prior year is primarily due to a $13.1 million payment received in the fourth quarter of 2021 related to a fee earned when Kindred was acquired and began operating under a new healthcare system called ScionHealth. See “Note 3 – Concentration of Credit Risk” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.

Interest Expense

The $27.5 million increase in total interest expense in 2022 over the prior year was primarily attributable to an increase of $16.8 million due to higher debt balances as a result of acquisitions and an increase of $9.4 million due to a higher effective interest rate. Our GAAP weighted average effective interest rate was 3.66% for 2022, compared to 3.59% for 2021. Capitalized interest for 2022 and 2021 was $9.6 million and $11.3 million, respectively.

Depreciation and Amortization

The $0.4 million increase in depreciation and amortization expense in 2022 over the prior year is primarily due to a $124.3 million increase in depreciation related to the over 100 independent living communities acquired from New Senior in September 2021, partially offset by $124.7 million decrease in impairments recognized in 2022 compared to 2021.

General, Administrative and Professional Fees

The $15.1 million increase in general, administrative and professional fees in 2022 over the prior year was primarily due to the inclusion of a portion of New Senior’s overhead, the return to a more normalized business environment and professional fees in 2022.

Loss on Extinguishment of Debt, Net

The $58.7 million decrease in loss on extinguishment of debt, net in 2022 over the prior year was primarily related to an aggregate $56.4 million loss recognized during 2021 in connection with the redemptions of $400.0 million aggregate principal amount of 3.10% senior notes due January 2023, $400.0 million aggregate principal amount of 3.125% senior notes due 2023, and $263.7 million aggregate principal amount of 3.25% senior notes due 2022.

Transaction Expenses and Deal Costs

The $4.3 million increase in transaction expenses and deal costs in 2022 over the prior year was primarily due to costs incurred in 2022 in connection with stockholder relations matters.

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Allowance on Loans Receivable and Investments

The $28.8 million change in allowance on loans receivable and investments was primarily due to a $20.0 million allowance recognized in 2022 on our cash-pay mezzanine loan (the “Santerre Mezzanine Loan”) to Santerre Health Investors. The Santerre Mezzanine Loan has a current principal balance of $486.1 million, is freely prepayable and is priced at LIBOR + 6.42%. This is partially offset by the reversal of certain allowances in the first quarter of 2021 due to a change in our estimate of credit losses. See “Note 2 – Accounting Policies - Fair Values of Financial Instruments” of the Notes to Consolidated Financial Statements.

Other

The $21.2 million increase in other expenses in 2022 over 2021 is primarily due to an increase of $24.0 million in unrealized loss as a result of a decrease in the fair value of stock warrants received in connection with the Brookdale Senior Living lease modification. As of December 31, 2022, the fair value of the stock warrants was $23.6 million, which was $4.4 million lower than the fair value at the grant date.

Income from Unconsolidated Entities

The $23.5 million increase in income from unconsolidated entities for 2022 over 2021 was primarily due to a $26.1 million gain on sale recognized in the fourth quarter of 2022 in connection with Atria combining its proprietary cloud-based senior housing management software platform, Glennis, with two other complementary companies in the Software as a Service (SaaS) technology space. The merger transaction was executed under the sponsorship and majority ownership of an experienced private equity technology investor. We own a 34% stake in Atria and recognized a $26.1 million gain on sale. We now own nearly 10% of the new combined SaaS company.

Gain on Real Estate Dispositions

The $211.0 million decrease in gain on real estate dispositions was due to the higher disposition volume in 2021, comprised of 34 MOBs, eight triple-net leased properties and 23 senior housing communities, which resulted in gains on sale of real estate of $218.8 million recognized in 2021 compared to gains of $7.8 million in 2022. The gain on real estate dispositions for 2022 was primarily attributable to the sale of seven senior housing communities, two MOBs, three triple-net leased properties, one vacant land parcel and one vacant office building.

Income Tax Benefit (Expense)

The 2022 income tax benefit is primarily due to a $7.5 million income tax benefit from operating losses at certain TRS entities and an income tax benefit of $11.9 million from an internal restructuring of foreign TRS entities. The 2021 income tax expense is due to a $3.5 million deferred tax expense related to an internal restructuring of certain U.S. TRS entities, $3.3 million deferred tax expense related to the revaluation of certain deferred tax liabilities as a result of enacted tax rate changes in the United Kingdom, and a $3.7 million deferred tax expense related to the release of certain residual tax effects from marketable debt securities.

Years Ended December 31, 2021 and 2020

Our Annual Report for the year ended December 31, 2021, filed with the SEC on February 18, 2022, contains information regarding our results of operations for the years ended December 31, 2021 and 2020 and the effect of changes in those results from period to period on our net income attributable to common stockholders.

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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 Annual Report 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 Annual Report.

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

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

We use the National Association of Real Estate Investment Trusts (“Nareit”) definition of FFO. Nareit defines FFO as net income attributable to common stockholders (computed in accordance with GAAP) excluding gains (or losses) from sales of real estate property, including gain (or loss) on re-measurement of equity method investments and impairment write-downs of depreciable real estate, plus real estate depreciation and amortization, and after adjustments for unconsolidated entities and noncontrolling interests. Adjustments for unconsolidated entities and noncontrolling interests will be calculated to reflect FFO on the same basis. We define Normalized FFO as Nareit FFO excluding the following income and expense items, without duplication: (a) transaction expenses and deal costs, including transaction, integration and severance-related costs and expenses, and amortization of intangibles, in each case net of noncontrolling interests’ share of these items and including Ventas’ share of these items from unconsolidated entities; (b) the impact of expenses related to asset impairment and valuation allowances, the write-off of unamortized deferred financing fees or additional costs, expenses, discounts, make-whole payments, penalties or premiums incurred as a result of early retirement or payment of our debt; (c) the non-cash effect of income tax benefits or expenses, the non-cash impact of changes to our executive equity compensation plan, derivative transactions that have non-cash mark-to-market impacts on our Consolidated Statements of Income and non-cash charges related to leases; (d) the financial impact of contingent consideration; (e) gains and losses for non-operational foreign currency hedge agreements and changes in the fair value of financial instruments; (f) gains and losses on non-real estate dispositions and other items related to unconsolidated entities; (g) net expenses or recoveries related to materially disruptive events; and (h) other items set forth in the Normalized FFO reconciliation included herein.

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The following table summarizes our FFO and Normalized FFO for the three years ended December 31, 2022 (dollars in thousands). The increase in Normalized FFO for the year ended December 31, 2022 over the prior year is due to increased net operating income at our SHOP reportable business segment as a result of increased revenues, partially offset by higher property-level operating expenses; accretive acquisitions, primarily the acquisition of over 100 independent living communities from New Senior; partially offset by higher interest expense, lease resolutions with several smaller senior housing triple-net tenants who were materially affected by COVID-19 and dispositions in 2021.

	For the Years Ended December 31,
	2022		2021		2020
Net (loss) income attributable to common stockholders	$	(47,447)	$	49,008	$	439,149
Adjustments:
Depreciation and amortization on real estate assets	1,194,751		1,192,856		1,104,114
Depreciation on real estate assets related to noncontrolling interests	(17,451)		(18,498)		(16,767)
Depreciation on real estate assets related to unconsolidated entities	30,940		17,888		4,986
Gain on real estate dispositions	(7,780)		(218,788)		(262,218)
Gain (loss) on real estate dispositions related to noncontrolling interests	32		302		(9)
Gain on real estate dispositions and other related to unconsolidated entities	(14,546)		—		—
Nareit FFO attributable to common stockholders	1,138,499		1,022,768		1,269,255
Adjustments:
Change in fair value of financial instruments	22,008		1,207		(21,928)
Non-cash income tax benefit	(21,237)		(1,224)		(98,114)
Loss on extinguishment of debt, net of noncontrolling interests and including Ventas’ share attributable to unconsolidated entities	786		64,558		10,791
Gain on transactions related to unconsolidated entities	(26,281)		(6,328)		(597)
Transaction expenses and deal costs, net of noncontrolling interests and including Ventas’ share attributable to unconsolidated entities	58,108		54,874		34,690
Amortization of other intangibles including Ventas’ share attributable to unconsolidated entities	973		(21,627)		472
Other items related to unconsolidated entities	(687)		1,479		(614)
Non-cash impact of changes to equity plan	(313)		1,796		(452)
Materially disruptive events, net including Ventas’ share attributable to unconsolidated entities	11,203		10,147		1,247
Impact of Holiday lease termination	—		—		(50,184)
Write-off of straight-line rental income, net of noncontrolling interests	—		—		70,863
Allowance on loan investments and impairment of unconsolidated entities, net of noncontrolling interests	23,912		(9,074)		34,543
Normalized FFO attributable to common stockholders	$	1,206,971	$	1,118,576	$	1,249,972

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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 third party capital management expenses.

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

	For the Years Ended December 31,
	2022		2021		2020
Net (loss) income attributable to common stockholders	$	(47,447)	$	49,008	$	439,149
Adjustments:
Interest and other income	(3,635)		(14,809)		(7,609)
Interest expense	467,557		440,089		469,541
Depreciation and amortization	1,197,798		1,197,403		1,109,763
General, administrative and professional fees	144,874		129,758		130,158
Loss on extinguishment of debt, net	581		59,299		10,791
Transaction expenses and deal costs	51,577		47,318		29,812
Allowance on loans receivable and investments	19,757		(9,082)		24,238
Other	58,268		37,110		707
Net income attributable to noncontrolling interests	6,516		7,551		2,036
Income from unconsolidated entities	(28,500)		(4,983)		(1,844)
Income tax (benefit) expense	(16,926)		4,827		(96,534)
Gain on real estate dispositions	(7,780)		(218,788)		(262,218)
NOI	$	1,842,640	$	1,724,701	$	1,847,990

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

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

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

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

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reported USD, while prior comparison period’s results are adjusted and converted to USD based on the average exchange rate for the current period.

Asset/Liability Management

Asset/liability management, a key element of enterprise risk management, is designed to support the achievement of our business strategy, while ensuring that we maintain appropriate and tolerable levels of market risk (primarily interest rate risk and foreign currency exchange risk) and credit risk. Effective management of these risks is a contributing factor to the absolute levels and variability of our FFO and net worth. The following discussion addresses our integrated management of assets and liabilities, including the use of derivative financial instruments.

Market Risk

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, SOFR 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. See “Risk

Factors—We are exposed to increases in interest rates, which could reduce our profitability and adversely impact our ability to refinance existing debt, sell assets or engage in acquisition, investment, development and redevelopment activity, and our decision to hedge against interest rate risk might not be effective.” included in Part I, Item 1A of this Annual Report.

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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 December 31,
	2022			2021			2020
Balance:
Fixed rate:
Senior notes	$	8,627,540		$	8,729,102		$	8,869,036
Unsecured term loans	200,000			200,000			200,000
Mortgage loans and other	2,035,896			2,061,880			1,389,227
Subtotal fixed rate	10,863,436			10,990,982			10,458,263
Variable rate:
Senior notes	—			—			235,664
Unsecured revolving credit facility	25,230			56,448			39,395
Unsecured term loans	669,031			395,757			392,773
Commercial paper notes	403,000			280,000			—
Secured revolving construction credit facility	—			—			154,098
Mortgage loans and other	400,547			369,951			702,878
Subtotal variable rate	1,497,808			1,102,156			1,524,808
Total	$	12,361,244		$	12,093,138		$	11,983,071
Percent of total debt:
Fixed rate:
Senior notes	69.8		%	72.2		%	74.0		%
Unsecured term loans	1.6			1.7			1.7
Secured revolving construction credit facility	—			—			—
Mortgage loans and other	16.5			17.0			11.6
Variable rate:
Senior notes	—			—			2.0
Unsecured revolving credit facility	0.2			0.5			0.3
Unsecured term loans	5.4			3.3			3.3
Commercial paper notes	3.3			2.3			—
Secured revolving construction credit facility	—			—			1.3
Mortgage loans and other	3.2			3.0			5.8
Total	100.0		%	100.0		%	100.0		%
Weighted average interest rate at end of period:
Fixed rate:
Senior notes	3.7		%	3.7		%	3.7		%
Unsecured term loans	3.6			3.6			3.6
Mortgage loans and other	3.7			3.6			3.5
Variable rate:
Senior notes	—			—			1.0
Unsecured revolving credit facility	4.5			1.1			1.0
Unsecured term loans	5.5			1.4			1.4
Commercial paper notes	4.7			0.3			—
Secured revolving construction credit facility	—			—			1.9
Mortgage loans and other	5.1			1.7			1.9
Total	3.9			3.4			3.4

The variable rate debt in the table above reflects, in part, the effect of $144.2 million notional amount of interest rate swaps maturing on March 22, 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 $338.0 million and C$267.8 million notional amount of interest

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rate swaps with maturities ranging from January 2023 to April 2031, in each case that effectively convert variable rate debt to fixed rate debt. See “Note 10 – Senior Notes Payable and Other Debt” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report.

The decrease in our fixed rate debt from December 31, 2021 to December 31, 2022 was primarily due to the impact of the strengthening of the U.S. dollar compared to the Canadian dollar on our senior notes denominated in Canadian dollars.

The increase in our outstanding variable rate debt at December 31, 2022 compared to December 31, 2021 is primarily attributable to borrowings under our unsecured term loan and 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 December 31, 2022, interest expense on an annualized basis would increase by approximately $15.0 million, or $0.04 per diluted common share.

As of December 31, 2022 and 2021, our joint venture partners’ aggregate share of total consolidated debt was $279.0 million and $278.0 million, respectively, with respect to certain properties we owned through consolidated joint ventures.

Total consolidated debt does not include our portion of unconsolidated debt related to investments in unconsolidated real estate entities, which was $454.4 million and $338.1 million as of December 31, 2022 and 2021, 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 December 31,
	2022		2021
Gross book value	$	10,863,436	$	10,990,982
Fair value	10,010,935		11,766,336
Fair value reflecting change in interest rates:
-100 basis points	10,449,991		12,437,306
+100 basis points	9,607,787		11,164,150

As of December 31, 2022 and 2021, the fair value of our secured and non-mortgage loans receivable, based on our estimates of currently prevailing rates for comparable loans, was $517.0 million and $498.0 million, respectively. See “Note 6 – Loans Receivable and Investments” and “Note 11 – Fair Values of Financial Instruments” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report.

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 year ended December 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 year ended December 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.

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Concentration and Credit 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 December 31,
	2022		2021
Investment mix by asset type (1):
Senior housing communities	66.3	%	67.4	%
MOBs	18.0		17.1
Life science, research and innovation centers	6.9		6.7
Health systems	4.9		5.0
IRFs and LTACs	1.5		1.5
SNFs	0.6		0.6
Secured loans receivable and investments, net	1.8		1.7
Total	100.0	%	100.0	%
Investment mix by tenant, operator and manager (1):
Atria	26.0	%	27.0	%
Sunrise	9.8		10.0
Brookdale Senior Living	7.8		7.8
Le Groupe Maurice	7.0		7.3
Ardent	5.3		4.7
Kindred	0.8		1.0
All other	43.3		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.

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	For the Years Ended December 31,
	2022		2021		2020
Operations mix by tenant and operator and business model:
Revenues (1):
SHOP	64.3	%	59.4	%	58.0	%
Brookdale Senior Living (2)	3.6		3.9		4.4
Ardent	3.2		3.3		3.2
Kindred	3.2		3.8		3.5
All others	25.7		29.6		30.9
Total	100.0	%	100.0	%	100.0	%
NOI:
SHOP	35.1	%	26.8	%	29.4	%
Brookdale Senior Living (2)	8.1		8.6		9.0
Ardent	7.1		7.4		6.6
Kindred	7.3		7.8		7.1
All others	42.4		49.4		47.9
Total	100.0	%	100.0	%	100.0	%
Operations mix by geographic location (3):
California	14.3	%	15.0	%	15.7	%
New York	7.5		7.6		8.1
Texas	6.6		6.1		6.1
Pennsylvania	5.2		4.6		4.6
North Carolina	4.3		4.0		4.1
All others	62.1		62.7		61.4
Total	100.0	%	100.0	%	100.0	%

______________________________

(1)Total revenues include third party capital management revenues, revenue from loans and investments and interest and other income (including amounts related to assets classified as held for sale).

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

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

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

We derive a significant portion of our revenues by leasing assets under long-term triple-net leases in which the rental rate is generally fixed with escalators, subject to certain limitations. Some of our triple-net lease escalators are contingent upon the satisfaction of specified facility revenue parameters or based on increases in the Consumer Price Index (“CPI”), with caps, floors or collars. We also earn revenues directly from individual residents in our senior housing communities that are managed by independent operators, such as Atria and Sunrise, and tenants in our office buildings.

The concentration of our triple-net leased properties segment revenues and operating income that are attributed to Brookdale Senior Living, Ardent and Kindred creates credit risk. If any of Brookdale Senior Living, Ardent or Kindred becomes unable or unwilling to satisfy its obligations to us or to renew its leases with us upon expiration of the terms thereof, our financial condition and results of operations could decline, and our ability to service our indebtedness and to make distributions to our stockholders could be impaired. See “Risk Factors—Our Business Operations and Strategy Risks—A significant portion of our revenues and operating income is dependent on a limited number of tenants and managers, including Brookdale Senior Living, Ardent, Kindred, Atria and Sunrise.” included in Part I, Item 1A of this Annual Report and “Note 3 – Concentration of Credit Risk” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report.

We regularly monitor and assess any changes in the relative credit risk of our significant tenants, and in particular those tenants that have recourse obligations under our triple-net leases. The ratios and metrics we use to evaluate a significant

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tenant’s liquidity and creditworthiness depend on facts and circumstances specific to that tenant and the industry or industries in which it operates, including without limitation the tenant’s credit history and economic conditions related to the tenant, its operations and the markets in which the tenant operates, that may vary over time. Among other things, we may (i) review and analyze information regarding the real estate, senior housing and healthcare industries generally, publicly available information regarding the significant tenant, and information required to be provided by the tenant under the terms of its lease agreements with us, (ii) examine monthly or quarterly financial statements of the significant tenant to the extent publicly available or otherwise provided under the terms of our lease agreements, and (iii) participate in periodic discussions and in-person meetings with representatives of the significant tenant. Using this information, we calculate multiple financial ratios (which may, but do not necessarily, include leverage, fixed charge coverage and tangible net worth), after making certain adjustments based on our judgment, and assess other metrics we deem relevant to an understanding of the significant tenant’s credit risk.

Because Atria and Sunrise manage our properties in exchange for the receipt of a management fee from us, we are not directly exposed to the credit risk of our managers in the same manner or to the same extent as our triple-net tenants. However, 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 Atria and Sunrise to set appropriate resident fees, to provide accurate property-level financials 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. Although we have various rights as the property owner under our management agreements, including various rights to terminate and exercise remedies under the agreements as provided therein, Atria’s or Sunrise’s failure, inability or unwillingness to satisfy its respective obligations under those agreements, to efficiently and effectively manage our properties or to provide timely and accurate accounting information with respect thereto could have a Material Adverse Effect on us. See “Risk Factors—Our Business Operations and Strategy Risks.” included in Part I, Item 1A of this Annual Report.

We hold a 34% ownership interest in Atria, which entitles us to customary minority rights and protections, including the right to appoint two members to the Atria Board of Directors.    

Triple-Net Lease Performance and Expirations

Any failure, inability or unwillingness by our tenants to satisfy their obligations under our triple-net leases could have a material adverse effect on us. Also, if our tenants are not able or willing to renew our triple-net leases upon expiration, we may be unable to reposition the applicable properties on a timely basis or on the same or better economic terms, if at all. 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 year ended December 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. See “Risk Factors—Our Business Operations and Strategy Risks—If we must replace any of our tenants or managers, we may be unable to do so on as favorable terms, or at all, and we could be subject to delays, limitations and expenses, which could adversely affect our business, financial condition and results of operations.” included in Part I, Item IA of this Annual Report.

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The following table summarizes our lease expirations in our triple-net leased properties segment currently scheduled to occur over the next 10 years as of December 31, 2022 (dollars in thousands):

	Number of Properties(1)	2022 Annualized Base Rent (“ABR”)(2)		% of 2022 Total Triple-Net Leased Properties Segment Rental Income
2023	—	$	—	—	%
2024	29	15,090		2.5
2025 (3)	165	215,150		36.0
2026	33	37,704		6.3
2027	4	9,337		1.6
2028	30	58,509		9.8
2029	19	12,147		2.0
2030	6	5,066		0.8
2031	1	753		0.1
2032	7	4,916		0.8

______________________________

(1)Excludes assets sold or classified as held for sale, unconsolidated entities, development properties not yet operational, unconsolidated joint ventures and land parcels.

(2)ABR represents the annualized impact of the current period’s cash base rent at 100% share for consolidated entities. ABR does not include common area maintenance charges, the amortization of above/below market lease intangibles or other noncash items. ABR is used only for the purpose of determining lease expirations.

(3)Includes 23 LTACs leased by Kindred and 121 senior living properties leased by Brookdale. Kindred may extend the term for 5 years by delivering a renewal notice to the Company 12 to 18 months prior to expiration. Brookdale may extend the term for 10 years by delivering a renewal notice to the Company 13 to 18 months prior to expiration. We cannot assure you that Kindred or Brookdale will exercise its renewal option for these properties. See “Risk Factors—Our Business Operations and Strategy Risk—If we need to replace any of our tenants or managers, we may be unable to do so on as favorable terms, if at all, and we could be subject to delays, limitations and expenses, which could adversely affect our business, financial condition and results of operations.” included in Part I, Item 1A of this Annual Report.

Liquidity and Capital Resources

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

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

Our material contractual obligations arising in the normal course of business primarily consist of long-term debt and related interest payments, and operating obligations which include ground lease obligations. See “Note 10 – Senior Notes Payable and Other Debt” and “Note 14 – Commitments and Contingencies” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report for amounts outstanding as of December 31, 2022 relating to our long-term debt obligations and operating obligations, respectively.

Loans Receivable and Investments

In 2022, we provided secured debt financing in the aggregate amount of $29.1 million with terms ranging from two to five years and interest rates ranging from Term SOFR plus 3.75% to 5.00%.

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As of December 31, 2022, we recognized a $20.0 million allowance on the Santerre Mezzanine Loan. The allowance for the Santerre Mezzanine Loan was calculated using the “current expected credit loss”, or “CECL”, model, which considers relevant information about past events, current conditions and reasonable and supportable forecasts to estimate expected losses as of the most recent balance sheet date. See “Note 2 – Accounting Policies - Fair Values of Financial Instruments” of the Consolidated Financial Statements.

The Santerre Mezzanine Loan has a current principal balance of $486.1 million, is priced at LIBOR + 6.42% and is freely prepayable in whole or in part subject to satisfaction of certain financial and non-financial terms and conditions. The Santerre Mezzanine Loan generated $40.0 million in loan interest income to Ventas in 2022. The Santerre Mezzanine Loan was entered into on June 7, 2019 for a five-year term, inclusive of three one-year extensions at the borrower’s option. The borrower has exercised two of its three extension options, with the final extension option exercisable between 30 to 60 days prior to the current maturity date of June 9, 2023, subject to satisfaction of certain conditions.

The Santerre Mezzanine Loan is subordinate to the rights of a $1.0 billion principal amount senior loan (the “Santerre Senior Loan”) priced at LIBOR + 1.84%. The Santerre Senior Loan is secured by a diverse pool of medical office, senior housing, skilled nursing and other healthcare assets and the Santerre Mezzanine Loan is secured by equity interests in entities that own those assets. Both loans are otherwise non-recourse to the borrower, subject to certain exceptions. The borrower has acquired an interest rate cap (the “Santerre Cap”) for the benefit of the Santerre Mezzanine Loan and the Santerre Senior Loan in the notional amount of $1.5 billion, which sets LIBOR at 3.36% and expires on June 9, 2023.

The borrower remained current on all financial obligations to Ventas through January 2023 and is expected to remain current through February 2023. However, the current post-Covid under-performance of certain of the collateral, coupled with the rise in interest rates in the third quarter and accelerating into the fourth quarter of 2022, has caused the ratio of net operating income of the collateral to interest due on the Santerre Mezzanine Loan to decline significantly.

While we believe that the borrower has taken and is taking targeted actions to attempt to improve the performance of or sell certain of the collateral, future cash flows from the collateral may be insufficient to fully pay interest expense on the Santerre Mezzanine Loan. If the borrower is unable to or does not meet its obligations under the Santerre Mezzanine Loan, there are a variety of remedies available to us, including the ability to foreclose on the collateral and assume and extend the Santerre Senior Loan for an additional year.

See also “Risk Factors – We face potential adverse consequences from the bankruptcy, insolvency or financial deterioration of our tenants, managers, borrowers and other obligors” and “Risk Factors – If a borrower defaults, we may be unable to obtain payment, successfully foreclose on collateral or realize the value of any collateral, which could adversely affect our ability to recover our investment.”

Credit Facilities, Commercial Paper, Unsecured Term Loans and Letters of Credit

As of December 31, 2022, we had $2.7 billion of undrawn capacity on our unsecured revolving credit facility with $25.2 million borrowings outstanding and an additional $15.4 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 December 31, 2022, we had $403.0 million in borrowings outstanding under our commercial paper program.

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

As of December 31, 2022, we had a C$500 million or $369.0 million unsecured term loan facility priced at Canadian Dollar Offered Rate (“CDOR”) plus 0.90% that matures in 2025.

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In October 2022, we executed a letter agreement for a $100.0 million uncommitted line for standby letters of credit. The letter agreement contains certain customary covenants and under its terms, we are required to pay a commission on each outstanding letter of credit at a rate to be agreed upon in writing at issuance of each letter of credit. As of December 31, 2022, there were no material amounts outstanding under this facility.

Senior Notes

As of December 31, 2022, we had outstanding $7.2 billion aggregate principal amount of senior notes issued by Ventas Realty, approximately $75.2 million aggregate principal amount of senior notes issued by Nationwide Health Properties, Inc. (“NHP”) and assumed by our subsidiary, Nationwide Health Properties, LLC (“NHP LLC”), as successor to NHP, in connection with our acquisition of NHP, and C$1.9 billion aggregate principal amount of senior notes issued by our subsidiary, Ventas Canada Finance Limited (“Ventas Canada”). All of the senior notes issued by Ventas Realty and Ventas Canada are unconditionally guaranteed by Ventas, Inc.

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.

The indentures governing our outstanding senior notes require us to comply with various financial and other restrictive covenants. We were in compliance with all of these covenants at December 31, 2022.

Mortgages

At December 31, 2022, our consolidated aggregate principal amount of mortgage debt outstanding was $2.4 billion, of which our share was $2.2 billion.

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 Finance Limited’s senior notes.

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 2022, we declared four dividends totaling $1.80 per share of our common stock, including a fourth quarter dividend of $0.45 per share. 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 2023.

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

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Capital Expenditures

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

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 December 31, 2022, we had 17 properties under development pursuant to these agreements, including five 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.

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 year ended December 31, 2022. During the years ended December 31, 2021 and 2020, we sold 10.9 million and 1.5 million shares of our common stock under our previous ATM program for gross proceeds of $626.4 million and $66.6 million, respectively, at an average gross price of $57.71 and $44.88 per share, respectively.

Cash Flows

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

	For the Years Ended December 31,				(Decrease) Increase to Cash
	2022		2021		$		%
Cash, cash equivalents and restricted cash at beginning of year	$	196,597	$	451,640	$	(255,043)	(56.5)
Net cash provided by operating activities	1,120,163		1,026,116		94,047		9.2
Net cash used in investing activities	(859,218)		(724,140)		(135,078)		(18.7)
Net cash used in financing activities	(283,928)		(558,466)		274,538		49.2
Effect of foreign currency translation	(2,869)		1,447		(4,316)		nm
Cash, cash equivalents and restricted cash at end of year	$	170,745	$	196,597	$	(25,852)	(13.1)

______________________________

nm—not meaningful

Cash Flows from Operating Activities

Cash flows from operating activities increased $94.0 million during the year ended December 31, 2022 over the same period in 2021 primarily due to increased net operating income at our SHOP reportable business segment as a result of higher revenues, partially offset by higher property-level operating expenses; accretive acquisitions, primarily the acquisition of over 100 independent living communities from New Senior; partially offset by higher interest expense and lease resolutions with several smaller senior housing triple-net tenants who were materially affected by COVID-19.

66

Cash Flows from Investing Activities

Cash flows from investing activities decreased $135.1 million during 2022 over 2021 primarily due to decreased proceeds from real estate dispositions and fewer proceeds received from the repayment of loans receivable in 2022, partially offset by lower acquisition volume in 2022.

Cash Flows from Financing Activities

Cash flows from financing activities increased $274.5 million during 2022 over 2021 primarily due to the 2021 redemptions of $1.1 billion of senior notes due in 2022 and 2023, partially offset by the 2021 issuance of 10.9 million shares of common stock through our ATM equity offering program and increased borrowings under our commercial paper program in 2021.

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 December 31, 2022, we had $15.4 million outstanding letters of credit obligations. We have no other material off-balance sheet arrangements that we expect would materially affect our liquidity and capital resources except those described above.

Guarantor and Issuer Financial Information

Ventas, Inc. has fully and unconditionally guaranteed the obligation to pay principal and interest with respect to the outstanding senior notes issued by our 100% owned subsidiary, Ventas Realty. None of our other subsidiaries is obligated with respect to Ventas Realty’s outstanding senior notes.

Ventas, Inc. has also fully and unconditionally guaranteed the obligation to pay principal and interest with respect to the outstanding senior notes issued by our 100% owned subsidiary, Ventas Canada Finance Limited (“Ventas Canada”). None of our other subsidiaries is obligated with respect to Ventas Canada’s outstanding senior notes, all of which were issued on a private placement basis in Canada.

In connection with the acquisition of Nationwide Health Properties, Inc. (“NHP”), our 100% owned subsidiary Nationwide Health Properties, LLC (“NHP LLC”), as successor to NHP, assumed the obligation to pay principal and interest with respect to the outstanding senior notes issued by NHP. Neither we nor any of our subsidiaries (other than NHP LLC) is obligated with respect to any of NHP LLC’s outstanding senior notes.

In addition, Ventas, Inc. has fully and unconditionally guaranteed the obligations under our $2.75 billion unsecured revolving credit facility, our C$500 million unsecured term loan facility, the New Credit Agreement and our $100.0 million uncommitted line for standby letters of credit.

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.

67

The following summarizes the balance sheet information for the years ended December 31, 2022 and 2021 and statement of income information as of December 31, 2022, 2021 and 2020 (dollars in thousands) for each of Ventas Realty, LP, as issuer of certain notes registered under the Exchange Act, and Ventas, Inc., on an unconsolidated basis, as guarantor of such notes:

Balance Sheet Information

	As of December 31, 2022
	Guarantor		Issuer
Assets
Investment in and advances to affiliates	$	17,691,107	$	3,049,374
Total assets	17,752,892		3,155,014
Liabilities and equity
Intercompany loans	11,704,160		(3,825,402)
Total liabilities	11,925,997		4,263,316
Redeemable OP unitholder and noncontrolling interests	102,148		—
Total equity (deficit)	5,724,747		(1,108,302)
Total liabilities and equity	17,752,892		3,155,014

Balance Sheet Information

	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 Year Ended December 31, 2022
	Guarantor		Issuer
Equity earnings in affiliates	$	43,317	$	—
Total revenues	45,037		145,560
Loss before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests	(45,383)		(173,407)
Net loss	(47,447)		(173,407)
Net loss attributable to common stockholders	(47,447)		(173,407)

68

Statement of Income Information

	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)

	For the Year Ended December 31, 2020
	Guarantor		Issuer
Equity earnings in affiliates	$	469,311	$	—
Total revenues	474,392		143,259
Income before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests	440,210		215,406
Net income (loss)	439,149		(202,845)
Net income (loss) attributable to common stockholders	439,149		(202,845)

ITEM 7A.    Quantitative and Qualitative Disclosures About Market Risk

The information set forth in Part II, Item 7 of this Annual Report under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Asset/Liability Management” is incorporated by reference into this Item 7A.

69

ITEM 8.    Financial Statements and Supplementary Data

Ventas, Inc.

Index to Consolidated Financial Statements and Financial Statement Schedules

Management Report on Internal Control over Financial Reporting	71
Report of Independent Registered Public Accounting Firm (KPMG LLP, Chicago, IL, Auditor Firm ID: 185)	72
Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting	74
Consolidated Balance Sheets as of December 31, 2022 and 2021	75
Consolidated Statements of Income for the Years Ended December 31, 2022, 2021 and 2020	76
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2022, 2021 and 2020	77
Consolidated Statements of Equity for the Years Ended December 31, 2022, 2021 and 2020	78
Consolidated Statements of Cash Flows for the Years Ended December 31, 2022, 2021 and 2020	79
Notes to Consolidated Financial Statements	81
Consolidated Financial Statement Schedules
Schedule III — Real Estate and Accumulated Depreciation	121
Schedule IV — Mortgage Loans on Real Estate	124

70

MANAGEMENT REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act of 1934, as amended. This system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with U.S. GAAP. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected.

Management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on the criteria set forth in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management has concluded that our internal control over financial reporting was effective at the reasonable assurance level as of December 31, 2022.

The effectiveness of our internal control over financial reporting as of December 31, 2022 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report included herein.

71

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

Ventas, Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Ventas, Inc. and subsidiaries (the Company) as of December 31, 2022 and 2021, the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes and financial statement schedules III and IV (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 10, 2023 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Impairment of real estate investments in the senior housing operating portfolio

As discussed in Notes 1, 2, and 5 to the consolidated financial statements, the Company periodically evaluates its long-lived assets, primarily consisting of investments in real estate, for impairment indicators. If indicators of impairment are present, the Company evaluates 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, the Company considers market conditions and current intentions with respect to holding or disposing of the asset and adjusts the net book value of real estate properties to fair value if the sum of the expected future undiscounted cash flows, including sales proceeds, is less than book value. During the year, impairment indicators arose for certain real estate properties and as a result, recoverability assessments were performed.

72

We identified the evaluation of real estate investments within the senior housing operating portfolio for impairment as a critical audit matter. Subjective auditor judgment was required in evaluating the Company’s determination of the future undiscounted cash flows. In particular, the undiscounted cash flows were sensitive to significant assumptions, including capitalization rates, projected operating cash flows, and stabilization period. Additionally, subjective auditor judgment and specialized skills and knowledge were needed to evaluate market data used by the Company.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the impairment process. This included controls related to the Company’s impairment process and the significant assumptions described above. To test certain of the Company’s undiscounted cash flow estimates, we evaluated the Company’s forecasts of projected operating cash flows by comparing actual results to the Company’s forecasts adjusted for current market trends. In addition, we involved valuation professionals with specialized skills and knowledge, who assisted in evaluating the Company’s significant assumptions by comparing the significant assumptions to publicly available market data.

/s/ KPMG LLP        

We have served as the Company’s auditor since 2014.

Chicago, Illinois

February 10, 2023

73

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors Ventas, Inc.:

Opinion on Internal Control Over Financial Reporting

We have audited Ventas, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes and financial statement schedules III and IV (collectively, the consolidated financial statements), and our report dated February 10, 2023 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP        

Chicago, Illinois

February 10, 2023

74

VENTAS, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share amounts)

	As of December 31,
	2022		2021
Assets
Real estate investments:
Land and improvements	$	2,437,905	$	2,432,065
Buildings and improvements	26,020,048		25,778,490
Construction in progress	310,456		269,315
Acquired lease intangibles	1,346,190		1,369,747
Operating lease assets	310,307		317,858
	30,424,906		30,167,475
Accumulated depreciation and amortization	(9,264,456)		(8,350,637)
Net real estate property	21,160,450		21,816,838
Secured loans receivable and investments, net	537,075		530,126
Investments in unconsolidated real estate entities	579,949		523,465
Net real estate investments	22,277,474		22,870,429
Cash and cash equivalents	122,564		149,725
Escrow deposits and restricted cash	48,181		46,872
Goodwill	1,044,415		1,046,140
Assets held for sale	44,893		28,399
Deferred income tax assets, net	10,490		11,152
Other assets	609,823		565,069
Total assets	$	24,157,840	$	24,717,786
Liabilities and equity
Liabilities:
Senior notes payable and other debt	$	12,296,780	$	12,027,544
Accrued interest	110,542		106,602
Operating lease liabilities	190,440		197,234
Accounts payable and other liabilities	1,031,689		1,090,254
Liabilities related to assets held for sale	6,492		10,850
Deferred income tax liabilities	35,570		59,259
Total liabilities	13,671,513		13,491,743
Redeemable OP unitholder and noncontrolling interests	264,650		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, 399,707 and 399,420 shares issued at December 31, 2022 and 2021, respectively	99,912		99,838
Capital in excess of par value	15,539,777		15,498,956
Accumulated other comprehensive loss	(36,800)		(64,520)
Retained earnings (deficit)	(5,449,385)		(4,679,889)
Treasury stock, 10 and 0 shares issued at December 31, 2022 and 2021, respectively	(536)		—
Total Ventas stockholders’ equity	10,152,968		10,854,385
Noncontrolling interests	68,709		91,375
Total equity	10,221,677		10,945,760
Total liabilities and equity	$	24,157,840	$	24,717,786

  See accompanying notes.

75

VENTAS, INC.

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)

	For the Years Ended December 31,
	2022		2021		2020
Revenues
Rental income:
Triple-net leased	$	598,154	$	653,823	$	695,265
Office	801,159		794,297		799,627
	1,399,313		1,448,120		1,494,892
Resident fees and services	2,651,886		2,270,001		2,197,160
Third party capital management revenues	26,199		20,096		15,191
Income from loans and investments	48,160		74,981		80,505
Interest and other income	3,635		14,809		7,609
Total revenues	4,129,193		3,828,007		3,795,357
Expenses
Interest	467,557		440,089		469,541
Depreciation and amortization	1,197,798		1,197,403		1,109,763
Property-level operating expenses:
Senior living	2,004,420		1,811,728		1,658,671
Office	257,003		257,001		256,612
Triple-net leased	15,301		15,335		22,160
	2,276,724		2,084,064		1,937,443
Third party capital management expenses	6,194		4,433		2,315
General, administrative and professional fees	144,874		129,758		130,158
Loss on extinguishment of debt, net	581		59,299		10,791
Transaction expenses and deal costs	51,577		47,318		29,812
Allowance on loans receivable and investments	19,757		(9,082)		24,238
Other	58,268		37,110		707
Total expenses	4,223,330		3,990,392		3,714,768
(Loss) income before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests	(94,137)		(162,385)		80,589
Income from unconsolidated entities	28,500		4,983		1,844
Gain on real estate dispositions	7,780		218,788		262,218
Income tax benefit (expense)	16,926		(4,827)		96,534
(Loss) income from continuing operations	(40,931)		56,559		441,185
Net (loss) income	(40,931)		56,559		441,185
Net income attributable to noncontrolling interests	6,516		7,551		2,036
Net (loss) income attributable to common stockholders	$	(47,447)	$	49,008	$	439,149
Earnings per common share
Basic:
(Loss) income from continuing operations	$	(0.10)	$	0.15	$	1.18
Net (loss) income attributable to common stockholders	(0.12)		0.13		1.18
Diluted:1
(Loss) income from continuing operations	$	(0.10)	$	0.15	$	1.17
Net (loss) income attributable to common stockholders	(0.12)		0.13		1.17

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.

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VENTAS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Dollars in thousands)

	For the Years Ended December 31,
	2022		2021		2020
Net (loss) income	$	(40,931)	$	56,559	$	441,185
Other comprehensive income (loss):
Foreign currency translation (loss) gain	(11,837)		(3,357)		3,254
Unrealized loss on available for sale securities	(1,838)		(23,875)		(3,549)
Unrealized gain (loss) on derivative instruments	39,377		19,934		(17,918)
Total other comprehensive income (loss)	25,702		(7,298)		(18,213)
Comprehensive (loss) income	(15,229)		49,261		422,972
Comprehensive income attributable to noncontrolling interests	4,497		10,418		3,613
Comprehensive (loss) income attributable to common stockholders	$	(19,726)	$	38,843	$	419,359

See accompanying notes.

77

VENTAS, INC.

CONSOLIDATED STATEMENTS OF EQUITY

For the Years Ended December 31, 2022, 2021 and 2020

(In thousands, except per share amounts)

	Common Stock Par Value		Capital in Excess of Par Value		Accumulated Other Comprehensive Loss		Retained Earnings (Deficit)		Treasury Stock		Total Ventas Stockholders’ Equity		Non- controlling Interests		Total Equity
Balance at January 1, 2020	$	93,185	$	14,056,453	$	(34,564)	$	(3,669,050)	$	(132)	$	10,445,892	$	99,560	$	10,545,452
Net income	—		—		—		439,149		—		439,149		2,036		441,185
Other comprehensive (loss) income	—		—		(19,790)		—		—		(19,790)		1,577		(18,213)
Net change in noncontrolling interests	—		8,227		—		—		—		8,227		(5,149)		3,078
Dividends to common stockholders—$2.1425 per share	—		—		—		(800,475)		—		(800,475)		—		(800,475)
Issuance of common stock	371		65,640		—		—		—		66,011		—		66,011
Issuance of common stock for stock plans, restricted stock grants and other	79		22,568		—		—		132		22,779		—		22,779
Adjust redeemable OP unitholder interests to current fair value	—		18,638		—		—		—		18,638		—		18,638
Redemption of OP Units	—		(264)		—		—		—		(264)		—		(264)
Balance at December 31, 2020	93,635		14,171,262		(54,354)		(4,030,376)		—		10,180,167		98,024		10,278,191
Net income	—		—		—		49,008		—		49,008		7,551		56,559
Other comprehensive (loss) income	—		—		(10,166)		—		—		(10,166)		2,868		(7,298)
Acquisition-related activity	3,332		747,916		—		—		—		751,248		—		751,248
Net change in noncontrolling interests	—		(58,925)		—		—		—		(58,925)		(17,068)		(75,993)
Dividends to common stockholders—$1.80 per share	—		—		—		(698,521)		—		(698,521)		—		(698,521)
Issuance of common stock for stock plans, restricted stock grants and other	2,871		649,941		—		—		(76)		652,736		—		652,736
Adjust redeemable OP unitholder interests to current fair value	—		(11,178)		—		—		—		(11,178)		—		(11,178)
Redemption of OP Units	—		(60)		—		—		76		16		—		16
Balance at December 31, 2021	99,838		15,498,956		(64,520)		(4,679,889)		—		10,854,385		91,375		10,945,760
Net loss	—		—		—		(47,447)		—		(47,447)		6,516		(40,931)
Other comprehensive (loss) income	—		—		27,720		—		—		27,720		(2,018)		25,702
Net change in noncontrolling interests	—		(9,235)		—		—		—		(9,235)		(27,164)		(36,399)
Dividends to common stockholders—$1.80 per share	—		—		—		(722,049)		—		(722,049)		—		(722,049)
Issuance of common stock for stock plans, restricted stock grants and other	74		38,370		—		—		(536)		37,908		—		37,908
Adjust redeemable OP unitholder interests to current fair value	—		11,480		—		—		—		11,480		—		11,480
Redemption of OP Units	—		206		—		—		—		206		—		206
Balance at December 31, 2022	$	99,912	$	15,539,777	$	(36,800)	$	(5,449,385)	$	(536)	$	10,152,968	$	68,709	$	10,221,677

   See accompanying notes.

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VENTAS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

	For the Years Ended December 31,
	2022		2021		2020
Cash flows from operating activities:
Net (loss) income	$	(40,931)	$	56,559	$	441,185
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	1,197,798		1,197,403		1,109,763
Amortization of deferred revenue and lease intangibles, net	(63,543)		(88,795)		(40,856)
Other non-cash amortization	12,957		17,709		20,719
Allowance on loans receivable and investments	19,757		(9,082)		24,238
Stock-based compensation	30,715		31,966		21,487
Straight-lining of rental income	(11,094)		(14,468)		103,082
Loss on extinguishment of debt, net	581		59,299		10,791
Gain on real estate dispositions	(7,780)		(218,788)		(262,218)
Gain on real estate loan investments	—		(1,448)		(167)
Income tax benefit	(21,348)		(1,224)		(101,985)
Income and other from unconsolidated entities	(28,500)		(4,973)		(1,832)
Distributions from unconsolidated entities	19,847		19,326		4,920
Other	52,489		26,404		(779)
Changes in operating assets and liabilities:
Increase in other assets	(52,897)		(54,571)		(68,233)
Increase (decrease) in accrued interest	4,915		(5,922)		276
Increase in accounts payable and other liabilities	7,197		16,721		189,785
Net cash provided by operating activities	1,120,163		1,026,116		1,450,176
Cash flows from investing activities:
Net investment in real estate property	(446,628)		(1,369,052)		(78,648)
Investment in loans receivable	(30,700)		(489)		(115,163)
Proceeds from real estate disposals	112,926		840,438		1,044,357
Proceeds from loans receivable	890		348,091		119,011
Development project expenditures	(231,939)		(247,694)		(380,413)
Capital expenditures	(222,130)		(185,275)		(148,234)
Distributions from unconsolidated entities	28,311		17,847		—
Investment in unconsolidated entities	(83,652)		(129,291)		(286,822)
Insurance proceeds for property damage claims	13,704		1,285		207
Net cash (used in) provided by investing activities	(859,218)		(724,140)		154,295
Cash flows from financing activities:
Net change in borrowings under revolving credit facilities	(27,179)		(125,399)		(88,868)
Net change in borrowings under commercial paper program	122,414		279,929		(565,524)
Proceeds from debt	957,781		1,534,298		733,298
Repayments of debt	(575,391)		(2,109,617)		(479,539)
Purchase of noncontrolling interests	(170)		(24,224)		(8,239)
Payment of deferred financing costs	(8,824)		(27,166)		(8,379)
Issuance of common stock, net	—		617,438		55,362
Cash distribution to common stockholders	(720,319)		(686,888)		(928,809)
Cash distribution to redeemable OP unitholders	(6,292)		(6,761)		(7,283)
Cash issued for redemption of OP Units	(1,487)		(96)		(575)
Contributions from noncontrolling interests	5,371		1,731		1,314
Distributions to noncontrolling interests	(32,325)		(13,577)		(12,946)
Proceeds from stock option exercises	8,691		8,169		15,103
Other	(6,198)		(6,303)		(4,936)
Net cash used in financing activities	(283,928)		(558,466)		(1,300,021)
Net (decrease) increase in cash, cash equivalents and restricted cash	(22,983)		(256,490)		304,450
Effect of foreign currency translation	(2,869)		1,447		1,088
Cash, cash equivalents and restricted cash at beginning of year	196,597		451,640		146,102
Cash, cash equivalents and restricted cash at end of year	$	170,745	$	196,597	$	451,640

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VENTAS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Dollars in thousands)

	For the Years Ended December 31,
	2022		2021		2020
Supplemental disclosure of cash flow information:
Interest paid including payments and receipts for derivative instruments	$	467,556	$	402,025	$	429,636
Supplemental schedule of non-cash activities:
Assets acquired and liabilities assumed from acquisitions and other:
Real estate investments	$	16,540	$	1,319,988	$	170,484
Other assets	875		16,913		1,224
Debt	—		482,482		55,368
Other liabilities	7,747		102,256		2,707
Deferred income tax liability	960		446		337
Noncontrolling interests	3,351		468		20,259
Equity issued	—		751,248		—
Equity issued for redemption of OP Units	—		76		—
Investment in unconsolidated entities	8,100		—		—

See accompanying notes.

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VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 collectively as “healthcare real estate,” located throughout the United States, Canada, and the United Kingdom. As of December 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 housing operating portfolio, which we also refer to as “SHOP” and which was formerly known as senior living operations, and office operations. See “Note 2 – Accounting Policies” and “Note 18 – Segment Information.” Our senior housing communities are either subject to triple-net leases, in which case they are included in our triple-net leased properties reportable business segment or operated by independent third-party managers, in which case they are included in our SHOP reportable business segment.

As of December 31, 2022, we leased a total of 326 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 December 31, 2022.

As of December 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 553 senior housing communities.

As of December 31, 2022, we owned a total of 376 properties in our office operations reportable business segment. These properties generally consist of MOBs that are predominantly located on or contiguous to a health system campus and life science, research and innovation properties that are affiliated with and often located on or contiguous to a university or academic medical campus. 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 unsecured loans and other investments relating to healthcare real estate or operators.

We have a third-party institutional capital management business, Ventas Investment Management (“VIM”), which includes our open-ended investment vehicle, the Ventas Life Science & Healthcare Real Estate Fund (the “Ventas Fund”). Through VIM, 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.

Starting in 2020, our business was significantly 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 outbreaks, 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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VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 – ACCOUNTING POLICIES

Principles of Consolidation

The accompanying Consolidated Financial Statements include our accounts and the accounts of our wholly owned subsidiaries and the joint venture entities over which we exercise control. All intercompany transactions and balances have been eliminated in consolidation, and our net earnings are reduced by the portion of net earnings attributable to noncontrolling interests.

U.S. generally accepted accounting principles (“GAAP”) require 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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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):

	December 31, 2022				December 31, 2021
	Total Assets		Total Liabilities		Total Assets		Total Liabilities
NHP/PMB L.P.	$	741,890	$	252,518	$	749,834	$	251,352
Other identified VIEs	3,657,023		1,504,113		3,805,567		1,552,237
Tax credit VIEs	128,240		16,767		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 income 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 December 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 7.6 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 December 31, 2022 and 2021, the fair value of the OP Units was $162.7 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 December 31, 2022 and 2021. We record the carrying amount of these noncontrolling interests at the greater of their initial carrying

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VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 December 31, 2022, we owned three 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 Estimates

The preparation of financial statements in accordance with GAAP requires us to make estimates and assumptions regarding future events that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

84

VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

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VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

Assets Held for Sale and Discontinued Operations

We sell properties from time to time for various reasons, including favorable market conditions or the exercise of purchase options by tenants. We classify certain long-lived assets as held for sale once the criteria, as defined by GAAP, have been met. Long-lived assets to be disposed of are reported at the lower of their carrying amount or fair value minus cost to sell and are no longer depreciated.

If at any time we determine that the criteria for classifying assets as held for sale are no longer met, we reclassify assets within net real estate investments on our Consolidated Balance Sheets for all periods presented. The carrying amount of these assets is adjusted (in the period in which a change in classification is determined) to reflect any depreciation expense that would have been recognized had the asset been continuously classified as net real estate investments.

We report discontinued operations when the following criteria are met: (1) a component of an entity or group of components that has been disposed of or classified as held for sale and represents a strategic shift that has or will have a major effect on an entity’s operations and financial results; or (2) an acquired business is classified as held for sale on the acquisition date. The results of operations for assets meeting the definition of discontinued operations are reflected in our Consolidated Statements of Income as discontinued operations for all periods presented. We allocate estimated interest expense to discontinued operations based on property values and our weighted average interest rate or the property’s actual mortgage interest.

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VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Loans Receivable

We record loans receivable, other than those acquired in connection with a business combination, on our Consolidated Balance Sheets (either in secured loans receivable and investments, net or other assets, in the case of non-mortgage loans receivable) at the unpaid principal balance, net of any deferred origination fees, purchase discounts or premiums and valuation allowances. We amortize net deferred origination fees, which are comprised of loan fees collected from the borrower net of certain direct costs, and purchase discounts or premiums over the contractual life of the loan using the effective interest method and immediately recognize in income any unamortized balances if the loan is repaid before its contractual maturity.

Cash Equivalents

Cash equivalents consist of highly liquid investments with a maturity date of three months or less when purchased. These investments are stated at cost, which approximates fair value.

Escrow Deposits and Restricted Cash

Escrow deposits consist of amounts held by us or our lenders to provide for future real estate tax, insurance expenditures and tenant improvements related to our properties and operations. Restricted cash generally represents amounts paid to us for security deposits and other similar purposes.

Deferred Financing Costs

We amortize deferred financing costs, which are reported as a reduction to senior notes payable and other debt on our Consolidated Balance Sheets, as a component of interest expense over the terms of the related borrowings using a method that approximates a level yield. Amortized costs of approximately $18.2 million, $19.7 million and $23.0 million were included in interest expense for the years ended December 31, 2022, 2021 and 2020, respectively.

Available for Sale Securities

We classify available for sale securities as a component of other assets on our Consolidated Balance Sheets (other than our interests in government-sponsored pooled loan investments, which are classified as secured loans receivable and investments, net on our Consolidated Balance Sheets). We record these securities at fair value and include unrealized gains and losses recorded in stockholders’ equity as a component of accumulated other comprehensive income on our Consolidated Balance Sheets. If we determine that a credit loss exists with respect to individual investments, we will recognize an allowance against the amortized cost basis of the investment with a corresponding charge to net income (in allowance on loans receivable and investments) in our Consolidated Statements of Income. We report interest income, including discount or premium amortization, on available for sale securities and gains or losses on securities sold, which are based on the specific identification method, in income from loans and investments in our Consolidated Statements of Income.

Derivative Instruments

We recognize all derivative instruments in other assets or accounts payable and other liabilities on our Consolidated Balance Sheets at fair value as of the reporting date. We recognize changes in the fair value of derivative instruments in other expense in our Consolidated Statements of Income or accumulated other comprehensive income on our Consolidated Balance Sheets, depending on the intended use of the derivative and our designation of the instrument.

We do not use our derivative financial instruments, including interest rate caps, interest rate swaps and foreign currency forward contracts, for trading or speculative purposes. Our foreign currency forward contracts and certain of our interest rate swaps (including the interest rate swap contracts of consolidated and unconsolidated joint ventures) are designated as effectively hedging the variability of expected cash flows related to their underlying securities and, therefore, also are recorded on our Consolidated Balance Sheets at fair value, with changes in the fair value of these instruments recognized in accumulated other comprehensive income on our Consolidated Balance Sheets. We recognize any noncontrolling interests’ proportionate share of the changes in fair value of swap contracts of our consolidated joint ventures in noncontrolling interests on our Consolidated Balance Sheets. We recognize our proportionate share of the change in fair value of swap contracts of our unconsolidated joint ventures in accumulated other comprehensive income on our Consolidated Balance Sheets. Certain of our other interest rate swaps and rate caps were not designated as having a hedging relationship with the underlying securities and therefore do not meet the criteria for hedge accounting under GAAP. Accordingly, these derivative instruments are recorded on

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our Consolidated Balance Sheets at fair value, and changes in the fair value of these instruments are recognized in current earnings (in other expense) in our Consolidated Statements of Income.

Fair Values of Financial Instruments

Fair value is a market-based measurement, not an entity-specific measurement, and we determine fair value based on the assumptions that we expect market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, GAAP establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within levels one and two of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within level three of the hierarchy).

Level one inputs utilize unadjusted quoted prices for identical assets or liabilities in active markets that we have the ability to access. Level two inputs are inputs other than quoted prices included in level one that are directly or indirectly observable for the asset or liability. Level two inputs may include quoted prices for similar assets and liabilities in active markets and other inputs for the asset or liability that are observable at commonly quoted intervals, such as interest rates, foreign exchange rates and yield curves. Level three inputs are unobservable inputs for the asset or liability, which typically are based on our own assumptions, because there is little, if any, related market activity. If the determination of the fair value measurement is based on inputs from different levels of the hierarchy, the level within which the entire fair value measurement falls is the lowest-level input that is significant to the fair value measurement in its entirety. If the volume and level of market activity for an asset or liability has decreased significantly relative to the normal market activity for such asset or liability (or similar assets or liabilities), then transactions or quoted prices may not accurately reflect fair value. In addition, if there is evidence that a transaction for an asset or liability is not orderly, little, if any, weight is placed on that transaction price as an 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.

As of December 31, 2022, we recognized a $20.0 million allowance on our cash-pay mezzanine loan (the “Santerre Mezzanine Loan”) to Santerre Health Investors. The Santerre Mezzanine Loan has a current principal balance of $486.1 million, is priced at LIBOR + 6.42% and is freely prepayable in whole or in part subject to satisfaction of certain financial and non-financial terms and conditions. The Santerre Mezzanine Loan generated $40.0 million in loan interest income to Ventas in 2022.

The allowance for the Santerre Mezzanine Loan was calculated using the “current expected credit loss”, or “CECL”, model, which considers relevant information about past events, current conditions and reasonable and supportable forecasts to estimate expected losses as of the most recent balance sheet date. In the case of the Mezzanine Loan, the analysis took into account a variety of factors, including market conditions, cap rates for comparable assets, forecasted estimates of net operating income, discount rates, lease coverage levels and the continuing impact of COVID-19 and its extended consequences on the operating performance of certain of the collateral, including occupancy and operating expenses such as labor. The allowance was calculated as of December 31, 2022 and does not take into account changes in the underlying facts that may have occurred after that date. The allowance is based on numerous estimates and assumptions that are inherently uncertain and is subject to adjustment as the underlying facts change. The allowance may not represent the loss, if any, that we ultimately recognize.

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•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, default rates and confirmed settlement amounts at maturity.

•Derivative instruments - 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.

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 December 31, 2022 and 2021, this cumulative excess totaled $187.5 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.

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SHOP

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 provide various services to our unconsolidated real estate entities in exchange for fees and reimbursements, which are determined in accordance with the terms specific to each arrangement. We recognize these fees as we provide the services.

We may also earn promote revenue within the VIM platform related to the Ventas Fund, a perpetual life investment vehicle focused on investments in research and innovation centers, medical office buildings and senior housing communities in North America. Within the Ventas Fund, promote revenue is generally based on the Ventas Fund’s cumulative returns over three-year performance periods. The promote revenue is based on operating performance and real estate valuation of the portfolio, including highly variable inputs such as capitalization rates, market rents, and interest rates. As the asset appreciation is an important driver of the promote and the key inputs in the valuation process can change, we generally recognize promote revenues at or near the end of the performance period. We include these revenues as a component of third party capital management revenues in our Consolidated Statements of Income.

We may also earn promote revenues within the VIM platform related to our other investment vehicles. Within these other investment vehicles, promote revenues are generally earned after our partners have received distributions sufficient to provide a specified rate of return on their invested capital.

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

Stock-Based Compensation

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

Gain on Real Estate Dispositions

We recognize a gain on real estate disposition when we transfer control of a property and when it is probable that we will collect substantially all of the related consideration.

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Federal Income Tax

We have elected to be treated as a REIT under the applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), for every year beginning with the year ended December 31, 1999. Accordingly, we generally are not subject to federal income tax on net income that we distribute to our stockholders, provided that we continue to qualify as a REIT. However, with respect to certain of our subsidiaries that have elected to be treated as taxable REIT subsidiaries (“TRS” or “TRS entities”), we record income tax expense or benefit, as those entities are subject to federal income tax similar to regular corporations. Certain foreign subsidiaries are subject to foreign income tax, although they did not elect to be treated as TRSs.

We account for deferred income taxes using the asset and liability method and recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in our financial statements or tax returns. Under this method, we determine deferred tax assets and liabilities based on the differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Any increase or decrease in the deferred tax liability that results from a change in circumstances, and that causes us to change our judgment about expected future tax consequences of events, is included in the tax provision when such changes occur. Deferred income taxes also reflect the impact of operating loss and tax credit carryforwards. A valuation allowance is provided if we believe it is more likely than not that all or some portion of the deferred tax asset will not be realized. Any increase or decrease in the valuation allowance that results from a change in circumstances, and that causes us to change our judgment about the realizability of the related deferred tax asset, is included in the tax provision when such changes occur.

We recognize the tax benefit from an uncertain tax position claimed or expected to be claimed on a tax return only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. We recognize interest and penalties, if applicable, related to uncertain tax positions as part of income tax benefit or expense in our Consolidated Statements of Income.

Foreign Currency

Certain of our subsidiaries’ functional currencies are the local currencies of their respective foreign jurisdictions. We translate the results of operations of our foreign subsidiaries into U.S. dollars using average rates of exchange in effect during the period, and we translate balance sheet accounts using exchange rates in effect at the end of the period. We record the resulting currency translation adjustments in accumulated other comprehensive income, a component of stockholders’ equity, on our Consolidated Balance Sheets, and we record foreign currency transaction gains and losses in other expense in our Consolidated Statements of Income. We recognize any noncontrolling interests’ proportionate share of currency translation adjustments of our foreign consolidated joint ventures in noncontrolling interests on our Consolidated Balance Sheets.

Segment Reporting

As of December 31, 2022, 2021 and 2020, we operated through three reportable business segments: triple-net leased properties, SHOP and office operations. In our triple-net leased properties segment, we invest in and own senior housing and healthcare properties throughout the United States and the United Kingdom and lease those properties to healthcare operating companies under triple-net or absolute-net leases that obligate the tenants to pay all property-related expenses. In our SHOP 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 segment, we primarily acquire, own, develop, lease and manage MOBs and life science, research and innovation centers throughout the United States. See “Note 18 – Segment Information.”

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Government Assistance

Provider Relief Grants. We applied for and received grants under Phase 2, Phase 3 and Phase 4 of 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. 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. We will not be required to repay distributions from the Provider Relief Fund, provided that we attest to and comply with certain terms and conditions, including, not using grants received from the Provider Relief Fund to reimburse expenses or losses that other sources are obligated to reimburse, reporting and record keeping requirements and cooperating with any government audits. See “Government Regulation—CARES Act and Similar Governmental Funding Programs” in Part I, Item 1 of this Annual Report.

Other Government Assistance. We, and our tenants, borrowers, managers and unconsolidated entities also received grants administered by other domestic, foreign, local, regional or national governments on behalf of our senior housing communities primarily to partially mitigate losses attributable to COVID-19.

During 2022, we received $54.2 million and $10.5 million in HHS and other government grants, respectively. During 2021 and 2020, we received $15.4 million and $35.1 million, respectively, in HHS grants. These grants are recognized as a contra expense within property-level operating expenses in our Consolidated Statements of Income in the period in which they were received. Any grants that are ultimately received and retained by us are not expected to fully offset the losses incurred in our SHOP segment that are attributable to COVID-19. Further, although we continue to monitor and evaluate the terms and conditions associated with these government grants, we cannot assure you that we will be in compliance with all requirements related to the payments received, in which case some or all of the grants received may need to be repaid.

COVID-19 Assessment

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 December 31, 2022, 2021 and 2020, we considered the effect of the pandemic on certain of our assets (described below) 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. As a result, we recognized no COVID-19 related charges during 2022 and 2021 but recognized the following charges for the year ended December 31, 2020:

•Adjustment to rental income: As of December 31, 2020, we concluded that it is probable we will not collect substantially all rents from certain tenants, primarily within our triple-net leased properties segment. As a result, we recognized adjustments to rental income of $74.6 million for the year ended December 31, 2020. Rental payments from these tenants will be recognized in rental income when received.

•Impairment of real estate assets: During 2020, we compared our estimate of undiscounted cash flows, including a hypothetical terminal value, for certain real estate assets to the assets’ respective carrying values. During 2020, we recognized $126.5 million of impairments representing the difference between the assets’ carrying value and the then-estimated fair value of $239.9 million. The impaired assets, primarily senior housing communities, represent approximately 1% of our consolidated net real estate property as of December 31, 2020. Impairments are recorded within depreciation and amortization in our Consolidated Statements of Income and are primarily related to our SHOP reportable business segment.

•Loss on financial instruments and impairment of unconsolidated entities: As of December 31, 2020, we concluded that credit losses exist within certain of our non-mortgage loans receivable and government-sponsored pooled loan investments. As a result, we recognized credit loss charges of $34.7 million for the year ended December 31, 2020 within allowance on loans receivable and investments in our Consolidated Statements of Income. During the fourth quarter of 2020, we received $10.5 million as a principal payment on previously reserved loans. In addition, during 2020 we recognized an impairment of $10.7 million in an equity investment in an unconsolidated entity also recorded within allowance on loans receivable and investments in our Consolidated Statements of Income.

•Deferred tax asset valuation allowance: During 2020, we concluded that it was not more likely than not that deferred tax assets (primarily US federal NOL carryforwards which begin to expire in 2032) would be realized based on our

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cumulative loss in recent years for certain of our TRS entities. As a result, we recorded a valuation allowance of $56.4 million against these deferred tax assets on our Consolidated Balance Sheets with a corresponding charge to income tax benefit (expense) in our Consolidated Statements of Income.

Recently Adopted Accounting Standards

In November 2021, the FASB issued Accounting Standards Update 2021-10, Disclosures by Business Entities about Government Assistance (“ASU 2021-10”), 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 did not have a material impact on our Consolidated Financial Statements.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation.

NOTE 3 – CONCENTRATION OF CREDIT RISK

As of December 31, 2022, Atria, Sunrise, Brookdale Senior Living, Ardent and Kindred managed or operated approximately 26.0%, 9.8%, 7.8%, 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 December 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 12.4% and 53.9% of our consolidated real estate investments were senior housing communities included in the triple-net leased properties and SHOP reportable business segments, respectively (excluding properties classified as held for sale as of December 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 33.7%. Our consolidated properties were located in 47 states, the District of Columbia, seven Canadian provinces and the United Kingdom as of December 31, 2022, with properties in one state (California) accounting for more than 10% of our total consolidated revenues and net operating income (“NOI,” which is defined as total revenues, excluding interest and other income, less property-level operating expenses and third party capital management expenses) for each of the years ended December 31, 2022, 2021 and 2020. See “Non-GAAP Financial Measures” included elsewhere in this Annual Report on Form 10-K 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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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 years ended December 31, 2022, 2021 and 2020. Refer to Item 1A. Risk Factors. 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 Years Ended December 31,
	2022		2021		2020
Revenues (1):
Brookdale Senior Living (2)	3.6	%	3.9	%	4.4	%
Ardent	3.2		3.3		3.2
Kindred	3.2		3.8		3.5
NOI:
Brookdale Senior Living (2)	8.1	%	8.6	%	9.0	%
Ardent	7.1		7.4		6.6
Kindred	7.3		7.8		7.1

______________________________

(1)Total revenues include third party capital management revenues, income from loans and investments and interest and other income.

(2)2022, 2021 and 2020 results include $42.6 million, $42.6 million and $21.3 million, respectively, of amortization of up-front consideration received in 2020 from the Brookdale Lease.

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 is guaranteed by a corporate parent.

Kindred Lease

As of December 31, 2022, we leased 29 properties to Kindred pursuant to a single, triple-net master lease agreement (together with certain other agreements related to such master lease, collectively, the “Kindred Lease”). Pursuant to the Kindred Lease, the 29 properties are divided into two groups. The first group is composed of 6 properties (“Group 1”) and the second group is composed of 23 properties (“Group 2”). The existing term of the Kindred Lease expires on April 30, 2028 for Group 1 and April 30, 2025 for Group 2. Kindred has the option to renew the Group 1 properties for two, 5-year extensions at the greater of escalated rent and fair market rental. Kindred has the option to renew the Group 2 properties for one, 5-year extensions at escalated rent, and following that, two additional 5-year extensions at the greater of escalated rent and fair market rent. The Kindred Lease is guaranteed by a parent company.

Brookdale Transactions

In July 2020, we entered into a revised master lease agreement (the “Brookdale Lease”) and certain other agreements (together with the Brookdale Lease, the “Agreements”) with Brookdale Senior Living. The Agreements modify our current arrangements with Brookdale Senior Living as follows:

We received up-front consideration of $235 million, which is being amortized over the remaining lease term and consisted of: (a) $162 million in cash including $47 million from the transfer to Ventas of deposits under the Brookdale Lease; (b) a $45 million note; (c) $28 million in warrants exercisable for 16.3 million shares of Brookdale Senior Living common stock, which are exercisable at any time prior to December 31, 2025 and have an exercise price of $3.00 per share. In October 2021, we received full repayment of the note from Brookdale.

Under the terms of the Brookdale Lease, base rent escalates annually at 3% per annum, which escalation commenced on January 1, 2022.

The warrants are classified within other assets on our Consolidated Balance Sheets. 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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Also in July 2020, Brookdale Senior Living transferred fee ownership of five senior living communities to us, in full satisfaction and repayment of a $78 million loan to Brookdale Senior Living from us that was secured by the five communities. Brookdale Senior Living manages those communities for us under a terminable management agreement.

Holiday Transaction

In April 2020, we completed a transaction with affiliates of Holiday Retirement (collectively, “Holiday”), including (a) entry into a new, terminable management agreement with Holiday Management Company for our 26 independent living assets previously subject to a triple-net lease (the “Holiday Lease”) with Holiday; (b) termination of the Holiday Lease; and (c) our receipt from Holiday of $33.8 million in cash from the transfer to us of deposits under the Holiday Lease and $66.0 million in principal amount of secured notes. As a result of the Holiday Lease termination, we recognized $50.2 million within triple-net leased rental income, composed of $99.8 million of cash and notes received less $49.6 million from the write-off of accumulated straight-line receivable.    

Future Contractual Rents    

The following table sets forth the future contracted minimum rentals, excluding contingent rent escalations, but including straight-line rent adjustments where applicable, for all of our consolidated triple-net and office building leases as of December 31, 2022 (excluding properties classified as held for sale as of December 31, 2022, dollars in thousands):

	Brookdale Senior Living		Ardent		Kindred		Other		Total
2023	$	148,901	$	146,108	$	130,518	$	695,990	$	1,121,517
2024	148,674		146,108		130,518		645,622		1,070,922
2025	148,217		146,108		60,732		553,657		908,714
2026	—		145,580		25,839		483,536		654,955
2027	—		144,524		25,839		389,830		560,193
Thereafter	—		1,090,603		8,613		1,340,595		2,439,811
Total	$	445,792	$	1,819,031	$	382,059	$	4,109,230	$	6,756,112

Senior Housing Operating Portfolio

As of December 31, 2022, Atria and Sunrise, collectively, provided comprehensive property management and accounting services with respect to 334 of our 544 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 December 31, 2022, Atria and its subsidiaries, including Holiday, managed a pool of 242 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 December 31, 2022, Sunrise managed 92 communities for Ventas pursuant to multiple management agreements (collectively, the “Sunrise Management Agreements”). Our Sunrise Management Agreements have initial terms expiring between 2035 and 2040. Ventas has the ability to terminate some or all of the Sunrise Management Agreements upon certain circumstances with or without the payment of a fee.

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

We rely on our managers’ personnel, expertise, technical resources and information systems, proprietary information, good faith and judgment to manage our senior housing operating portfolio efficiently and effectively. We also rely on our managers to set appropriate resident fees, provide accurate property-level financial results in a timely manner and otherwise

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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. The following summarizes our acquisition activities during 2022, 2021 and 2020. Each of our acquisitions disclosed below was accounted for as an asset acquisition.

2022 Acquisitions

During the year ended December 31, 2022, for an aggregate purchase price of $453.2 million, we acquired 18 MOBs leased to affiliates of Ardent, one behavioral health center, one research and innovation center (all of which are reported within our office operations segment) and two senior housing communities (which are reported within our SHOP segment).

2021 Acquisitions

On September 21, 2021, we acquired New Senior Investment Group Inc. (“New Senior”) for a purchase price of $2.3 billion in an all-stock transaction pursuant to an Agreement and Plan of Merger dated as of June 28, 2021 (the “Merger Agreement”) by and among Ventas, Cadence Merger Sub LLC, our wholly owned subsidiary (“Merger Sub”), and New Senior. Under the Merger Agreement, on the acquisition date, Merger Sub merged with and into New Senior, with New Senior surviving the merger as our wholly owned subsidiary (the “New Senior Acquisition”). The New Senior Acquisition was valued at approximately $2.4 billion. We funded the transaction through the issuance of approximately 13.3 million shares of our common stock, with each New Senior stockholder receiving 0.1561 shares of Ventas common stock for each share of New Senior common stock that they owned immediately prior to the acquisition. In addition to the equity issuance, we funded the acquisition through the assumption of $482.5 million of New Senior mortgage debt and $1.1 billion of cash paid at closing. The New Senior Acquisition added 102 independent living communities to our SHOP reportable business segment and one independent living community to our triple-net lease properties reportable business segment. We accounted for this transaction as an asset acquisition and the financial results of New Senior have been included in our consolidated financial statements from the acquisition date.

During the year ended December 31, 2021, we acquired six Canadian senior housing communities reported within our SHOP reportable business segment and a behavioral health center in Plano, Texas reported within our office operations reportable business segment for aggregate consideration of $240.7 million.

2020 Acquisitions

During the year ended December 31, 2020, we acquired two research and innovation centers reported within our office operations reportable business segment, seven senior housing communities reported within our SHOP reportable business segment and one LTAC reported within our triple-net leased properties reportable business segment for an aggregate consideration of $249.5 million.

NOTE 5 – DISPOSITIONS AND IMPAIRMENTS

2022 Activity

During the year ended December 31, 2022, we sold seven senior housing communities, two MOBs, three triple-net leased properties, one vacant land parcel and one vacant office building for aggregate consideration of $115.1 million and recognized a net gain on the sale of these assets of $7.8 million in our Consolidated Statements of Income.

2021 Activity

During the year ended December 31, 2021, we sold 34 MOBs, eight triple-net leased properties and 23 senior housing communities for aggregate consideration of $859.7 million and recognized gains on the sale of these assets of $218.8 million in our Consolidated Statements of Income.

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2020 Activity

During the year ended December 31, 2020, we recognized $262.2 million of gains on sale of real estate in our Consolidated Statements of Income as described below.

In March 2020, we formed the Ventas Life Science and Healthcare Real Estate Fund, L.P. (the “Ventas Fund”), a perpetual life vehicle that focuses on investments in research and innovation centers, medical office buildings and senior housing communities in North America. To seed the Ventas Fund, we contributed six (two of which are on the same campus) stabilized research and innovation and medical office properties. We received cash consideration of $620 million and a 21% interest in the Ventas Fund. We recognized a gain on the transactions of $225.1 million.

In October 2020, we formed a joint venture (the “R&I Development JV”) with GIC. To seed the R&I Development JV, we contributed our controlling ownership interest in four in-progress university-based research and innovation development projects (the “Initial R&I JV Projects”). At closing, GIC reimbursed us for its share of costs incurred to date and we recognized a gain of $13.7 million. We own an over 50% interest and GIC owns a 45% interest in the Initial R&I JV Projects.

See “Note 7 – Investments in Unconsolidated Entities” for additional details on the Ventas Fund and the JV.

Also during 2020, we sold four MOBs, four senior housing communities, 22 triple-net leased properties and one land parcel for aggregate consideration of $249.6 million, and we recognized a gain on the sale of these assets of $23.4 million.

Assets Held for Sale

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

	December 31, 2022					December 31, 2021
	Number of Properties Held for Sale	Assets Held for Sale		Liabilities Held for Sale		Number of Properties Held for Sale	Assets Held for Sale		Liabilities Held for Sale
SHOP	3	$	44,852	$	5,675	2	$	24,964	$	9,321
Office operations	—	41		817		2	3,435		1,529
Triple-net leased properties	—	—		—		—	—		—
Total	3	$	44,893	$	6,492	4	$	28,399	$	10,850

Real Estate Impairment

We recognized impairments of $107.8 million, $219.4 million and $153.8 million for the years ended December 31, 2022, 2021 and 2020, respectively, which are recorded primarily as a component of depreciation and amortization in our Consolidated Statements of Income. The impairments recorded during 2022 and 2021 were primarily a result of a change in our intent to hold or a change in the future cash flows of the impaired assets. A significant portion of our 2020 charges resulted from the impact of COVID-19. (See “Note 2 – Accounting Policies - COVID-19 Assessment”).

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NOTE 6 – LOANS RECEIVABLE AND INVESTMENTS

As of December 31, 2022 and 2021, we held $561.4 million and $549.2 million, respectively, of loans receivable and investments, net of allowance, 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 December 31, 2022:
Secured/mortgage loans and other, net (1)	$	513,669	$	(20,000)	$	—	$	493,669	$	493,627
Government-sponsored pooled loan investments, net (2)	43,406		—		—		43,406		43,406
Total investments reported as secured loans receivable and investments, net	557,075		(20,000)		—		537,075		537,033
Non-mortgage loans receivable, net (3)	28,959		(4,621)		—		24,338		23,416
Total loans receivable and investments, net	$	586,034	$	(24,621)	$	—	$	561,413	$	560,449
As of December 31, 2021:
Secured/mortgage loans and other, net (1)	$	488,913	$	—	$	—	$	488,913	$	478,931
Government-sponsored pooled loan investments, net (2)	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 (3)	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)Includes the $486.1 million principal amount, cash-pay Santerre Mezzanine Loan, which is priced at LIBOR + 6.42% and secured by a pledge of equity interests in entities that hold a diverse pool of medical office, senior housing, skilled nursing and other healthcare assets. The Santerre Mezzanine loan has a current maturity date of June 9, 2023, subject to the borrower’s right to extend for one year,subject to satisfaction of certain conditions. The Santerre Mezzanine Loan is currently prepayable in whole or in part subject to satisfaction of certain financial and non-financial terms and conditions. Other included investments have contractual maturities in 2024 and 2027.

(2)Repaid at par in February 2023.

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

2022 Activity

In 2022, we provided secured debt financing in the aggregate amount of $29.1 million with terms ranging from two to five years and interest rates ranging from Term SOFR plus 3.75% to 5.00%.

As of December 31, 2022, we recognized a $20.0 million allowance on the Santerre Mezzanine Loan. The allowance for the Santerre Mezzanine Loan was calculated using the “current expected credit loss”, or “CECL”, model, which considers relevant information about past events, current conditions and reasonable and supportable forecasts to estimate expected losses as of the most recent balance sheet date. See “Note 2 – Accounting Policies - Fair Values of Financial Instruments” of the Consolidated Financial Statements.

The Santerre Mezzanine Loan has a current principal balance of $486.1 million, is priced at LIBOR + 6.42% and is freely prepayable in whole or in part subject to satisfaction of certain financial and non-financial terms and conditions. The Santerre Mezzanine Loan generated $40.0 million in loan interest income to Ventas in 2022. The Santerre Mezzanine Loan was entered into on June 7, 2019 for a five-year term, inclusive of three one-year extensions at the borrower’s option. The borrower has exercised two of its three extension options, with the final extension option exercisable between 30 to 60 days prior to the current maturity date of June 9, 2023, subject to satisfaction of certain conditions.

The Santerre Mezzanine Loan is subordinate to the rights of a $1.0 billion principal amount senior loan (the “Santerre Senior Loan”) priced at LIBOR + 1.84%. The Santerre Senior Loan is secured by a diverse pool of medical office, senior housing, skilled nursing and other healthcare assets and the Santerre Mezzanine Loan is secured by equity interests in entities that own those assets. Both loans are otherwise non-recourse to the borrower, subject to certain exceptions. The borrower has

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acquired an interest rate cap for the benefit of the Santerre Mezzanine Loan and the Santerre Senior Loan in the notional amount of $1.5 billion, which sets LIBOR at 3.36% and expires on June 9, 2023.

The borrower remained current on all financial obligations to Ventas through January 2023 and is expected to remain current through February 2023. However, the current post-Covid under-performance of certain of the collateral, coupled with the rise in interest rates in the third quarter and accelerating into the fourth quarter of 2022, has caused the ratio of net operating income of the collateral to interest due on the Santerre Mezzanine Loan to decline significantly.

While we believe that the borrower has taken and is taking targeted actions to attempt to improve the performance of or sell certain of the collateral, future cash flows from the collateral may be insufficient to fully pay interest expense on the Santerre Mezzanine Loan. If the borrower is unable to or does not meet its obligations under the Santerre Mezzanine Loan, there are a variety of remedies available to us, including the ability to foreclose on the collateral and assume and extend the Santerre Senior Loan for an additional year.

See also “Risk Factors – We face potential adverse consequences from the bankruptcy, insolvency or financial deterioration of our tenants, managers, borrowers and other obligors” and “Risk Factors – If a borrower defaults, we may be unable to obtain payment, successfully foreclose on collateral or realize the value of any collateral, which could adversely affect our ability to recover our investment.”

2021 Activity

In October 2021, we received proceeds of $45.0 million in full repayment of a note (which was included above in Non-mortgage loans receivable, net) from Brookdale Senior Living. The note was issued to us in connection with the modification of our lease with Brookdale Senior Living in the third quarter of 2020.

In July 2021, we received $66.0 million from Holiday Retirement as repayment in full of secured notes which Holiday Retirement previously issued to us as part of a lease termination transaction entered into in April 2020.

In July 2021, we received aggregate proceeds of $224 million from the redemption of Ardent’s outstanding 9.75% Senior Notes due 2026 (which was included above in Marketable debt securities) at a price equal to 107.313% of the principal amount of the notes, plus accrued and unpaid interest. The redemption resulted in a gain of $16.6 million, which is recorded in income from loans and investments in our Consolidated Statements of Income. As of December 31, 2021, $23.0 million of unrealized gain related to these securities was included in accumulated other comprehensive income on our Consolidated Balance Sheet.

In April 2021, we received $19.2 million in full repayment of certain government-sponsored pooled loan investments. In the first quarter of 2021, prior to such repayment, we reversed an $8.8 million allowance we had previously recorded in 2020 on this investment with a corresponding adjustment to allowance on loans receivable and investments in our Consolidated Statements of Income. There was no impact to our Consolidated Statements of Income from the loan repayment.

During the first quarter of 2021, we received aggregate proceeds of $16.5 million for the redemption and sale of marketable debt securities, resulting in total gains of $1.0 million, which is recorded in income from loans and investments in our Consolidated Statements of Income. As of December 31, 2021, $1.2 million of unrealized gain was presented within accumulated other comprehensive income on our Consolidated Balance Sheet related to these securities. These securities had a weighted average interest rate of 8.3% and were due to mature between 2024 and 2026.

In March 2021, $11.9 million of previously reserved non-mortgage loans were forgiven. We derecognized both the amortized cost bases and allowances for these loans during the quarter ended March 31, 2021. There was no impact to our Consolidated Statements of Income from the loan forgiveness.

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.

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Investments in Unconsolidated Real Estate Entities

Through our Ventas Investment Management Platform, which combines our extensive third-party capital ventures under a single platform, 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 December 31, 2022 and 2021, respectively (dollars in thousands):

	Ownership (1)		Carrying Amount
	as of December 31,		as of December 31,
	2022	2021	2022		2021
Investment in unconsolidated real estate entities:
Ventas Life Science & Healthcare Real Estate Fund	21.0%	21.1%	$	263,979	$	267,475
Pension Fund Joint Venture	22.9%	22.9%	25,028		29,192
Research & Innovation Development Joint Venture	51.0%	51.0%	284,962		221,363
Ventas Investment Management Platform			573,969		518,030
Atrium Health & Wake Forest Joint Venture	48.5%	—%	5,403		—
All other (2)	34.0%-38.0%	34.0%-50.0%	577		5,435
Total investments in unconsolidated real estate entities			$	579,949	$	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.

In 2022, we earned our first promote revenue of $9.9 million as general partner of the Ventas Life Science & Healthcare Real Estate Fund within VIM. The promote revenue was recorded in third party capital management revenues in our Consolidated Statements of Income.

In 2022, we, together with our joint venture partners Wexford and Atrium Health, closed or committed to a new approximately 326,000 square foot development in Charlotte, North Carolina, which will include an education building and is 100% pre-leased to Aa3 rated non-profit health system Atrium Health and to Wake Forest University School of Medicine. The development has an expected completion date of 2025 and is expected to be the academic core of Atrium Health system in Charlotte.

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 $14.5 million, $12.4 million and $6.7 million for the years ended December 31, 2022, 2021 and 2020, respectively. Such amounts are included in third party capital management revenues 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 to the Ardent Board of Directors.

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2022 Activity

During the fourth quarter of 2022, Atria combined its proprietary cloud-based senior housing management software platform, Glennis, with two other complementary companies in the Software as a Service (SaaS) technology space. The merger transaction was executed under the sponsorship and majority ownership of an experienced private equity technology investor. We own a 34% stake in Atria and recognized a $26.1 million gain on sale in the fourth quarter of 2022 in income from unconsolidated entities in our Consolidated Statements of Income. We now own nearly 10% of the new combined SaaS company.

In December 2022, we recognized $11.7 million in income from unconsolidated entities in our Consolidated Statements of Income relating to our share of a net gain on real estate disposition recognized by Ardent.

2020 Activity

In June 2020, as a result of COVID-19, we recognized an impairment charge of $10.7 million related to our investment in an unconsolidated operating entity, which was recorded within allowance on loans receivable and investments in our Consolidated Statements of Income. See “Note 2 – Accounting Policies - COVID-19 Assessment.”

NOTE 8 – INTANGIBLES

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

	As of December 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)	$	129,038	5.4	$	129,121	5.9
In-place and other lease intangibles (2)	1,217,152		8.0	1,240,626		7.2
Goodwill	1,044,415		N/A	1,046,140		N/A
Other intangibles (2)	34,404		5.6	34,517		6.5
Accumulated amortization	(1,061,305)		N/A	(944,403)		N/A
Net intangible assets	$	1,363,704	7.8	$	1,506,001	7.1
Intangible liabilities:
Below-market lease intangibles (1)	$	333,672	8.6	$	334,365	9.7
Other lease intangibles	13,498		N/A	13,608		N/A
Accumulated amortization	(258,639)		N/A	(244,975)		N/A
Purchase option intangibles	3,568		N/A	3,568		N/A
Net intangible liabilities	$	92,099	8.6	$	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. For the years ended December 31, 2022, 2021 and 2020, our net amortization related to these intangibles was $102.4 million, $29.3 million and $45.7 million, respectively.

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The following is a summary of the estimated net amortization related to these intangibles for each of the next five years (dollars in thousands):

	Estimated Net Amortization
2023	$	108,638
2024	56,615
2025	10,612
2026	6,912
2027	6,071

The table below reflects the carrying amount of goodwill, by segment, as of December 31, 2022 (dollars in thousands):

	Goodwill
Office operations	$	464,561
Triple-net leased properties	320,372
SHOP	259,482
Total goodwill	$	1,044,415

NOTE 9 – OTHER ASSETS

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

	As of December 31,
	2022		2021
Straight-line rent receivables	$	187,536	$	176,877
Non-mortgage loans receivable, net	24,338		19,024
Stock warrants	23,621		48,884
Other intangibles, net	6,393		7,270
Investment in unconsolidated operating entities	95,363		73,602
Other	272,572		239,412
Total other assets	$	609,823	$	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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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 December 31,
	2022		2021
Unsecured revolving credit facility (1)(2)	$	25,230	$	56,448
Commercial paper notes	403,000		280,000
Unsecured term loan due 2023	—		200,000
2.55% Senior Notes, Series D due 2023 (2)	202,967		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)	184,515		197,879
2.80% Senior Notes, Series E due 2024 (2)	442,837		474,909
Unsecured term loan due 2025 (2)	369,031		395,757
3.50% Senior Notes due 2025	600,000		600,000
2.65% Senior Notes due 2025	450,000		450,000
4.125% Senior Notes due 2026	500,000		500,000
3.25% Senior Notes due 2026	450,000		450,000
Unsecured term loan due 2027	500,000		—
2.45% Senior Notes, Series G due 2027 (2)	350,579		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)	221,419		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	2,436,443		2,431,831
Total	12,361,244		12,093,138
Deferred financing costs, net	(63,410)		(69,925)
Unamortized fair value adjustment	23,535		32,888
Unamortized discounts	(24,589)		(28,557)
Senior notes payable and other debt	$	12,296,780	$	12,027,544

______________________________

(1)As of December 31, 2022 and 2021, respectively, $3.7 million and $30.9 million of aggregate borrowings were denominated in Canadian dollars. Aggregate borrowings of $21.5 million and $25.6 million were denominated in British pounds as of December 31, 2022 and 2021, respectively.

(2)British Pound and Canadian Dollar debt obligations shown in US Dollars.

(3)Our 6.90% senior notes due 2037 are subject to repurchase at the option of the holders, at par, on October 1, 2027, and our 6.59% senior notes due 2038 are subject to repurchase at the option of the holders, at par, on July 7 in each of 2023 and 2028.

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Credit Facilities, Commercial Paper, Unsecured Term Loans and Letters of Credit

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, including the receipt of additional commitments for such increase.

Our unsecured credit facility imposed certain customary restrictions on us, including restrictions pertaining to: (i) liens; (ii) investments; (iii) the incurrence of additional indebtedness; (iv) mergers and dissolutions; (v) certain dividend, distribution and other payments; (vi) permitted businesses; (vii) transactions with affiliates; (viii) agreements limiting certain liens; and (ix) the maintenance of certain consolidated total leverage, secured debt leverage, unsecured debt leverage and fixed charge coverage ratios and minimum consolidated adjusted net worth, and contains customary events of default.

As of December 31, 2022, we had $2.7 billion of undrawn capacity on our unsecured revolving credit facility with $25.2 million borrowings outstanding and an additional $15.4 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 December 31, 2022, we had $403.0 million in borrowings outstanding under our commercial paper program.

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

As of December 31, 2022, we had a C$500 million or $369.0 million unsecured term loan facility priced at Canadian Dollar Offered Rate (“CDOR”) plus 0.90% that matures in 2025.

In October 2022, we executed a letter agreement for a $100.0 million uncommitted line for standby letters of credit. The letter agreement contains certain customary covenants and under its terms, we are required to pay a commission on each outstanding letter of credit at a rate to be agreed upon in writing at issuance of each letter of credit. As of December 31, 2022, there were no material amounts outstanding under this facility.

Senior Notes

As of December 31, 2022, we had outstanding $7.2 billion aggregate principal amount of senior notes issued by Ventas Realty, approximately $75.2 million aggregate principal amount of senior notes issued by Nationwide Health Properties, Inc. (“NHP”) and assumed by our subsidiary, Nationwide Health Properties, LLC (“NHP LLC”), as successor to NHP, in connection with our acquisition of NHP, and C$1.9 billion aggregate principal amount of senior notes issued by our subsidiary, Ventas Canada Finance Limited (“Ventas Canada”). All of the senior notes issued by Ventas Realty and Ventas Canada are unconditionally guaranteed by Ventas, Inc.

Ventas Realty’s senior notes are part of our and Ventas Realty’s general unsecured obligations, ranking equal in right of payment with all of our and Ventas Realty’s existing and future senior obligations and ranking senior in right of payment to all of our and Ventas Realty’s existing and future subordinated indebtedness. However, Ventas Realty’s senior notes are effectively subordinated to our and Ventas Realty’s secured indebtedness, if any, to the extent of the value of the assets securing that indebtedness. Ventas Realty’s senior notes are also structurally subordinated to the preferred equity and indebtedness, whether secured or unsecured, of our subsidiaries (other than Ventas Realty and, with respect to those senior notes co-issued by Ventas Capital Corporation, Ventas Capital Corporation).

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Ventas Canada’s senior notes are part of our and Ventas Canada’s general unsecured obligations, ranking equal in right of payment with all of Ventas Canada’s existing and future subordinated indebtedness. However, Ventas Canada’s senior notes are effectively subordinated to our and Ventas Canada’s secured indebtedness, if any, to the extent of the value of the assets securing that indebtedness. Ventas Canada’s senior notes are also structurally subordinated to the preferred equity and indebtedness, whether secured or unsecured, of our subsidiaries (other than Ventas Canada).

NHP LLC’s senior notes are part of NHP LLC’s general unsecured obligations, ranking equal in right of payment with all of NHP LLC’s existing and future senior obligations and ranking senior to all of NHP LLC’s existing and future subordinated indebtedness. However, NHP LLC’s senior notes are effectively subordinated to NHP LLC’s secured indebtedness, if any, to the extent of the value of the assets securing that indebtedness. NHP LLC’s senior notes are also structurally subordinated to the preferred equity and indebtedness, whether secured or unsecured, of its subsidiaries.

Ventas Realty and Ventas Canada may redeem each series of their respective senior notes in whole at any time or in part from time to time, prior to maturity at the redemption prices set forth in the applicable indenture (which include, in many instances, a make-whole premium), plus, in each case, accrued and unpaid interest thereon to the redemption date.

Mortgages

At December 31, 2022, we had 113 mortgage loans outstanding in the aggregate principal amount of $2.4 billion, which is secured by 105 of our properties. Of these loans, 98 loans in the aggregate principal amount of $2.0 billion bear interest at fixed rates ranging from 0% to 13.01% per annum, and 15 loans in the aggregate principal amount of $400.5 million bear interest at variable rates ranging from 3.63% to 6.85% per annum as of December 31, 2022. At December 31, 2022, the weighted average annual rate on our fixed rate mortgage loans was 3.7%, and the weighted average annual rate on our variable rate mortgage loans was 5.1%. Our mortgage loans had a weighted average maturity of 4.5 years as of December 31, 2022.

During the years ended December 31, 2022 and 2021, we repaid in full mortgage loans in the aggregate principal amount of $0.6 million and $284.7 million, respectively.

In September 2021, we assumed $482.5 million in mortgage debt maturing in 2025 in connection with the New Senior Acquisition including a $25.4 million fair value premium, which is amortized over the remaining term through interest expense in our Consolidated Statement of Income. See “Note 4 – Acquisitions of Real Estate Property”.

Scheduled Maturities of Borrowing Arrangements and Other Provisions

As of December 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
2023	$	466,792	$	403,000	$	45,056	$	914,848
2024	1,691,862		—		39,657		1,731,519
2025	2,016,471		25,230		34,096		2,075,797
2026	1,049,404		—		27,498		1,076,902
2027	1,328,150		—		26,823		1,354,973
Thereafter	5,076,523		—		130,682		5,207,205
Total maturities	$	11,629,202	$	428,230	$	303,812	$	12,361,244

______________________________

(1)At December 31, 2022, we had $305.7 million of borrowings outstanding under our unsecured revolving credit facility and commercial paper program, net of $122.6 million of unrestricted cash and cash equivalents.

The instruments governing our outstanding indebtedness contain covenants that limit our ability and the ability of certain of our subsidiaries to, among other things: (i) incur debt; (ii) make certain dividends, distributions and investments; (iii) enter into certain transactions; and/or (iv) merge, consolidate or sell certain assets. Ventas Realty’s and Ventas Canada’s senior notes also require us and our subsidiaries to maintain total unencumbered assets of at least 150% of our unsecured debt. Our credit facilities also require us to maintain certain financial covenants pertaining to, among other things, our consolidated total leverage, secured debt, unsecured debt, fixed charge coverage and net worth.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2022, we were in compliance with all of these covenants.

Derivatives and Hedging

In the normal course of our business, interest rate fluctuations affect future cash flows under our variable rate debt obligations, loans receivable and marketable debt securities, and foreign currency exchange rate fluctuations affect our operating results. We follow established risk management policies and procedures, including the use of derivative instruments, to mitigate the impact of these risks.

We do not use derivative instruments for trading or speculative purposes, and we have a policy of entering into contracts only with major financial institutions based upon their credit ratings and other factors. When considered together with the underlying exposure that the derivative is designed to hedge, we do not expect that the use of derivatives in this manner would have any material adverse effect on our future financial condition or results of operations.

As of December 31, 2022, our variable rate debt obligations of $1.5 billion reflect, in part, the effect of $144.2 million notional amount of interest rate swaps with maturities on March 22, 2027 that effectively convert fixed rate debt to variable rate debt. As of December 31, 2022, our fixed rate debt obligations of $10.9 billion reflect, in part, the effect of $338.0 million and C$267.8 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.

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 December 31, 2022				As of December 31, 2021
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Assets:
Cash and cash equivalents	$	122,564	$	122,564	$	149,725	$	149,725
Escrow deposits and restricted cash	48,181		48,181		46,872		46,872
Stock warrants (1)	23,621		23,621		48,884		48,884
Secured mortgage loans and other, net	493,669		493,627		488,913		478,931
Non-mortgage loans receivable, net (1)	24,338		23,416		19,024		19,039
Government-sponsored pooled loan investments, net	43,406		43,406		41,213		41,213
Derivative instruments (1)	24,316		24,316		1,128		1,128
Liabilities:
Senior notes payable and other debt, gross	12,361,244		11,493,824		12,093,138		12,891,937
Derivative instruments (2)	145		145		12,290		12,290
Redeemable OP Units	162,663		162,663		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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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 12 – LONG-TERM COMPENSATION

Compensation Plans

We currently have:

•two plans under which outstanding options to purchase common stock, shares of restricted stock or restricted stock units have been granted to our officers, employees and non-employee directors (the 2006 Stock Plan for Directors and the 2012 Incentive Plan). Future grants are not permitted under any of these plans.

•one plan, the 2022 Incentive Plan, under which equity awards, including shares of restricted stock or restricted stock units, have been or may be granted to our officers, employees and non-employee directors;

•one plan under which certain non-employee directors have received or may receive deferred common stock in lieu of director fees (the Non-Employee Directors’ Cash Compensation Deferral Plan, formerly known as the Non-Employee Directors’ Deferred Stock Compensation Plan).

These plans are referred to collectively as the “Plans.”

During the year ended December 31, 2022, we were permitted to issue shares and grant options, restricted stock and restricted stock units only under the Executive Deferred Stock Compensation Plan, the Non-Employee Directors’ Cash Compensation Deferral Plan, the 2012 Incentive Plan and the 2022 Incentive Plan. The 2006 Stock Plan for Directors expired on December 31, 2012, and no additional grants were permitted under after that date. The Executive Deferred Stock Compensation Plan was terminated in early 2022. Authority to grant awards under the 2012 Plan expired when the 2022 Plan became effective; accordingly, no new grants were permitted under the 2012 Plan after September 30, 2022. The 2022 Incentive Plan was effective October 1, 2022 and grants starting on October 1, 2022 were awarded under this plan.

The number of shares initially reserved for issuance and the number of shares available for future grants or issuance under these Plans as of December 31, 2022 were as follows:

•Executive Deferred Stock Compensation Plan—0.6 million shares were reserved initially for issuance to our executive officers in lieu of the payment of all or a portion of their salary, at their option. None of our Executives has deferred shares pursuant to the Executive Deferred Stock Compensation Plan, and the Plan was terminated in early 2022. Accordingly, no shares were available for issuance under this Plan as of December 31, 2022.

•Non-Employee Directors’ Cash Compensation Deferral Plan—0.6 million shares were reserved initially for issuance to non-employee directors in lieu of the payment of all or a portion of their retainer and meeting fees, at their option, and 0.4 million shares were available for future issuance as of December 31, 2022.

•2012 Incentive Plan—10.7 million shares (plus the number of shares or options outstanding under the 2006 Plans as of December 31, 2012 that were or are subsequently forfeited or expire unexercised) were reserved initially for grants or issuance to employees and non-employee directors. Authority to grant awards under the 2012 Plan expired when the 2022 Plan became effective; accordingly, no new grants were permitted under the 2012 Plan after September 30, 2022.

•2022 Incentive Plan—11.4 million shares, plus any shares of common stock subject to awards granted under the 2012 Plan as of October 1, 2022, that expire, or for any reason are forfeited, cancelled or terminated either without such shares being issued or with such shares being forfeited (such shares the “2012 Plan Shares”) were reserved initially for grants or issuance to employees and non-employee directors, and 11.4 million shares were available for future issuance as of December 31, 2022.

Outstanding options issued under the Plans are exercisable at the market price on the date of grant, expire ten years from the date of grant, and are fully vested.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Stock Options

The following is a summary of stock option activity in 2022:

	Shares (000’s)	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)	Intrinsic Value ($000’s)
Outstanding as of December 31, 2021	3,761	$	61.63
Options granted	—	—
Options exercised	(157)	55.50
Options forfeited	—	—
Options expired	(30)	55.99
Outstanding as of December 31, 2022	3,574	61.95		3.1	$	—
Exercisable as of December 31, 2022	3,574	61.95		3.1	$	—

Compensation costs for all share-based awards are based on the grant date fair value and are recognized on a straight-line basis during the requisite service periods, with charges primarily recorded in general, administrative and professional fees in our Consolidated Statements of Income. As of December 31, 2022, 2021 and 2020, there was no unrecognized compensation expense relating to stock options.

Aggregate proceeds received from options exercised under the Plans for the years ended December 31, 2022, 2021 and 2020 were $8.7 million, $9.0 million and $5.1 million, respectively. The total intrinsic value at exercise of options exercised during the years ended December 31, 2022, 2021 and 2020 was $0.7 million, $1.5 million and $1.3 million, respectively. There was no deferred income tax benefit for stock options exercised.

Restricted Stock and Restricted Stock Units    

We recognize the fair value of shares of restricted stock and restricted stock units (including time-based and performance-based awards) on the grant date of the award as stock-based compensation expense over the requisite service period, with charges primarily to general, administrative and professional fees of $30.7 million, $31.9 million and $21.4 million in 2022, 2021 and 2020, respectively, in our Consolidated Statements of Income. Restricted stock and restricted stock unit awards to employees generally vest over a three year period, while awards to non-employee directors typically vest within two years. If provided in the applicable Plan or award agreement, the vesting of restricted stock and restricted stock units may accelerate upon a change of control (as defined in the applicable Plan) of Ventas and other specified events. In addition to customary change in control vesting provisions, awards generally vest on retirement provided certain conditions are met. Employees are typically not retirement eligible until age plus years of service equals 75, with a minimum age of 62; the retirement age for non-employee directors is 75.

The following is a summary of the status of our non-vested restricted stock and restricted stock units (including time-based and performance-based awards) as of December 31, 2022, and changes during the year ended December 31, 2022:

	Restricted Stock (000’s)	Weighted Average Grant Date Fair Value		Restricted Stock Units (000’s)	Weighted Average Grant Date Fair Value
Non-vested at December 31, 2021	448	$	50.96	1,047	$	52.84
Granted	43	55.52		449	57.07
Vested	(117)	51.15		(457)	57.66
Forfeited	(60)	51.14		(48)	68.19
Non-vested at December 31, 2022	314	51.47		991	52.13

As of December 31, 2022, we had $21.8 million of unrecognized compensation cost related to non-vested restricted stock and restricted stock units under the Plans. We expect to recognize that cost over a weighted average period of 1.5 years.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The total fair value at the vesting date for restricted stock and restricted stock units that vested during the years ended December 31, 2022, 2021 and 2020 was $29.6 million, $23.4 million and $19.8 million, respectively.

Employee and Director Stock Purchase Plan

We have in effect an Employee and Director Stock Purchase Plan (“ESPP”) under which our employees and directors may purchase shares of our common stock at a discount. Pursuant to the terms of the ESPP, on each purchase date, participants may purchase shares of common stock at a price not less than 90% of the market price on that date (with respect to the employee tax-favored portion of the plan) and not less than 95% of the market price on that date (with respect to the additional employee and director portion of the plan). We initially reserved 3.0 million shares for issuance under the ESPP. As of December 31, 2022, 0.2 million shares had been purchased under the ESPP and 2.8 million shares were available for future issuance.

Employee Benefit Plan

We maintain a 401(k) plan that allows eligible employees to defer compensation subject to certain limitations imposed by the Code. In 2022, we made contributions for each qualifying employee of up to 3.5% of his or her salary, subject to certain limitations. During 2022, 2021 and 2020, our aggregate contributions were approximately $1.6 million, $1.5 million and $1.6 million, respectively.

NOTE 13 – INCOME TAXES

We have elected to be taxed as a REIT under the applicable provisions of the Code for every year beginning with the year ended December 31, 1999. We have also elected for certain of our subsidiaries to be treated as TRS entities, which are subject to federal, state and foreign income taxes. All entities other than the TRS entities are collectively referred to as the “REIT” within this note. Certain REIT entities are subject to foreign income tax.

Although we intend to continue to operate in a manner that will enable us to qualify as a REIT, such qualification depends upon our ability to meet, on a continuing basis, various distribution, stock ownership and other tests. Our tax treatment of distributions per common share was as follows:

	For the Years Ended December 31,
	2022		2021		2020
Tax treatment of distributions:
Ordinary income	$	—	$	—	$	—
Qualified ordinary income	0.04906		0.00330		0.00696
199A qualified business income	1.75094		1.25274		2.14381
Long-term capital gain	—		0.16448		0.28450
Unrecaptured Section 1250 gain	—		0.37948		0.04973
Non-dividend distribution	—		—		—
Distribution reported for 1099-DIV purposes	1.80000		1.80000		2.48500
Add: Dividend declared in current year and taxable in following year	0.45000		0.45000		0.45000
Less: Dividend declared in prior year and taxable in current year	(0.45000)		(0.45000)		(0.79250)
Distribution declared per common share outstanding	$	1.80000	$	1.80000	$	2.14250

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

We believe we have met the annual REIT distribution requirement by payment of at least 90% of our estimated taxable income for 2022, 2021 and 2020. Our consolidated expense (benefit) for income taxes was as follows (dollars in thousands):

	For the Years Ended December 31,
	2022		2021		2020
Current - Federal	$	(2,257)	$	662	$	402
Current - State	2,662		2,116		2,107
Deferred - Federal	338		6,431		(56,835)
Deferred - State	1,310		72		(35,447)
Current - Foreign	3,217		3,439		2,929
Deferred - Foreign	(22,196)		(7,893)		(9,690)
Total	$	(16,926)	$	4,827	$	(96,534)

The 2022 income tax benefit is primarily due to a $7.5 million income tax benefit from operating losses at certain TRS entities and an income tax benefit of $11.9 million from an internal restructuring of foreign TRS entities. The 2021 income tax expense is due to a $3.5 million deferred tax expense related to an internal restructuring of certain U.S. TRS entities, a $3.3 million deferred tax expense related to the revaluation of certain deferred tax liabilities as a result of enacted tax rate changes in the United Kingdom, and a $3.7 million deferred tax expense related to the release of certain residual tax effects from marketable debt securities. The 2020 income tax benefit was primarily due to a $95.9 million net deferred tax benefit from an internal restructuring of certain TRS entities, partially offset by a valuation allowance recorded against certain deferred tax assets.

Although the TRS entities and certain other foreign entities have paid minimal cash federal, state and foreign income taxes for the year ended December 31, 2022, their income tax liabilities may increase in future years as we exhaust net operating loss (“NOL”) carryforwards and as our senior living and other operations grow. Such increases could be significant.

A reconciliation of income tax expense and benefit, which is computed by applying the federal corporate tax rate for the years ended December 31, 2022, 2021 and 2020, to the income tax expense and benefit is as follows (dollars in thousands):

	For the Years Ended December 31,
	2022		2021		2020
Tax at statutory rate on earnings from continuing operations before unconsolidated entities, noncontrolling interest and income taxes	$	(19,733)	$	(34,127)	$	27,132
State income taxes, net of federal benefit	(5,411)		(8,256)		(1,967)
Change in valuation allowance from ordinary operations	53,117		59,572		86,359
Tax at statutory rate on earnings not subject to federal income taxes	(31,528)		(22,869)		(53,808)
Foreign rate differential and foreign taxes	123		4,405		3,342
Change in tax status of TRS	(1,961)		3,485		(150,287)
Other differences	(11,533)		2,617		(7,305)
Income tax (benefit) expense	$	(16,926)	$	4,827	$	(96,534)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Each TRS is a tax-paying component for purposes of classifying deferred tax assets and liabilities. The tax effects of temporary differences and carryforwards included in the net deferred tax liabilities are summarized as follows (dollars in thousands):

	As of December 31,
	2022		2021		2020
Property, primarily differences in depreciation and amortization, the tax basis of land assets and the treatment of interests and certain costs	$	(34,734)	$	(58,691)	$	(60,494)
Operating loss and interest deduction carryforwards	220,891		187,407		124,606
Expense accruals and other	16,723		21,628		10,516
Valuation allowance	(227,960)		(198,450)		(127,279)
Net deferred tax liabilities	$	(25,080)	$	(48,106)	$	(52,651)

Our net deferred tax liability decreased $23.0 million during 2022 primarily due to a $7.5 million impact from operating losses at certain TRS entities and the reversal of $11.9 million of deferred tax liabilities from an internal restructuring of foreign TRS entities. Our net deferred tax liability decreased $4.5 million during 2021 due to a $3.5 million deferred tax expense related to an internal restructuring of certain U.S. TRS entities, a $3.3 million deferred tax expense related to the revaluation of certain deferred tax liabilities as a result of enacted tax rate changes in the United Kingdom, and a $3.7 million deferred tax expense related to the release of certain residual tax effects from marketable debt securities. Our net deferred tax liability decreased $100.7 million during 2020 primarily due to a change in the tax status of certain of our TRS entities. This was offset by the recording of valuation allowances against $54.4 million of other deferred tax assets.

Due to uncertainty regarding the realization of certain deferred tax assets, we have established valuation allowances, primarily in connection with the NOL carryforwards related to certain TRSs. The amounts related to NOLs at the TRS entities for 2022, 2021 and 2020 are $171.0 million, $140.6 million and $83.2 million, respectively.

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

At December 31, 2022, 2021 and 2020, the REIT had NOL carryforwards of $1.1 billion, $1.1 billion and $896.4 million, respectively. Additionally, the REIT has $10.8 million of federal income tax credits that were carried over from acquisitions. These amounts can be used to offset future taxable income (or taxable income for prior years if an audit determines that tax is owed), if any. The REIT will be entitled to utilize NOLs and tax credit carryforwards only to the extent that REIT taxable income exceeds our deduction for dividends paid. Certain NOL and credit carryforwards are limited as to their utilization by Section 382 of the Code. The remaining REIT carryforwards begin to expire in 2023.

For the years ended December 31, 2022 and 2021, the net difference between tax bases and the reported amount of REIT assets and liabilities for federal income tax purposes was approximately $3.0 billion and $3.3 billion, respectively, less than the book bases of those assets and liabilities for financial reporting purposes.

Generally, we are subject to audit under the statute of limitations by the Internal Revenue Service (“IRS”) for the year ended December 31, 2019 and subsequent years and are subject to audit by state taxing authorities for the year ended December 31, 2018 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, 2018 and subsequent years. We are subject to audit in the United Kingdom generally for the periods ended in and subsequent to 2021.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes the activity related to our unrecognized tax benefits (dollars in thousands):

	2022		2021
Balance as of January 1	$	6,082	$	6,057
Additions to tax positions related to prior years	2		29
Subtractions to tax positions related to prior years	(256)		(4)
Balance as of December 31	$	5,828	$	6,082

Included in these unrecognized tax benefits of $5.8 million and $6.1 million at December 31, 2022 and 2021, respectively, were $5.0 million and $5.3 million of tax benefits at December 31, 2022 and 2021, respectively, that, if recognized, would reduce our annual effective tax rate. We accrued no interest or penalties related to the unrecognized tax benefits during 2022. We do not expect our unrecognized tax benefits to increase or decrease materially in 2023.

As a part of the transfer pricing structure in the normal course of business, the REIT enters into transactions with certain TRSs, such as leasing transactions, other capital financing and allocation of general and administrative costs, which transactions are intended to comply with the IRS and foreign tax authority transfer pricing rules.

NOTE 14 – 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. 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. These claims may include, among other things, professional liability and general liability claims, commercial liability claims, unfair business practices claims and employment claims, as well as regulatory proceedings, including proceedings related to our senior housing operating portfolio, where we are typically the holder of the applicable healthcare license. These claims 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 action, investigation or claim, 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 actions, investigations and claims could have a material adverse effect on us.

Operating Leases

We lease land, equipment and corporate office space. At inception, we establish an operating lease asset and operating lease liability represented as the present value of future minimum lease payments. As our leases do not provide an implicit rate, we use a discount rate that approximates our incremental borrowing rate available at lease commencement to determine the present value of lease payments. The incremental borrowing rates were adjusted for the length of the individual lease term. The weighted average discount rate and remaining lease term of our leases are 7.33% and 36.0 years, respectively. Operating lease assets and liabilities are not recognized for leases with an initial term of 12 months or less, as these short-term leases are accounted for similar to previous guidance.

Our lease expense primarily consists of ground leases, which is included in interest expense in our Consolidated Statements of Income. For the years ended December 31, 2022, 2021 and 2020, we recognized $31.9 million, $31.9 million and $32.1 million of expense relating to our leases. For the years ended December 31, 2022, 2021 and 2020, cash paid for leases was $24.0 million, $25.1 million and $25.4 million, respectively, as reported within operating cash outflows in our Consolidated Statements of Cash Flows.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes future minimum lease obligations under non-cancelable ground and other operating leases as of December 31, 2022 (dollars in thousands):

2023	$	21,369
2024	20,305
2025	15,960
2026	15,904
2027	15,198
Thereafter	572,204
Total undiscounted minimum lease payments	660,940
Less: imputed interest	(470,500)
Operating lease liabilities	$	190,440

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 Years Ended December 31,
	2022		2021		2020
Numerator for basic and diluted earnings per share:
(Loss) income from continuing operations	$	(40,931)	$	56,559	$	441,185
Net (loss) income	(40,931)		56,559		441,185
Net income attributable to noncontrolling interests	6,516		7,551		2,036
Net (loss) income attributable to common stockholders	$	(47,447)	$	49,008	$	439,149
Denominator:
Denominator for basic earnings per share—weighted average shares	399,549		382,785		373,368
Effect of dilutive securities:
Stock options	—		34		—
Restricted stock awards	390		365		171
OP unitholder interests	3,515		3,120		2,964
Denominator for diluted earnings per share—adjusted weighted average shares	403,454		386,304		376,503
Basic earnings per share:
(Loss) income from continuing operations	$	(0.10)	$	0.15	$	1.18
Net (loss) income attributable to common stockholders	(0.12)		0.13		1.18
Diluted earnings per share: (1)
(Loss) income from continuing operations	$	(0.10)	$	0.15	$	1.17
Net (loss) income attributable to common stockholders	(0.12)		0.13		1.17

______________________________

(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.

There were 3.6 million, 3.1 million and 4.0 million anti-dilutive options outstanding for the years ended December 31, 2022, 2021 and 2020, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 16 – PERMANENT AND TEMPORARY EQUITY

Capital Stock

In September 2021, we issued approximately 13.3 million shares of our common stock at a value of $751.2 million in connection with the New Senior Acquisition.

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 year ended December 31, 2022. During the years ended December 31, 2021 and 2020, we sold 10.9 million and 1.5 million shares of our common stock under our previous ATM program for gross proceeds of $626.4 million and $66.6 million, respectively, at an average gross price of $57.71 and $44.88 per share, respectively.

Excess Share Provision

In order to preserve our ability to maintain REIT status, our Amended and Restated Certificate of Incorporation (our “Charter”) provides that if a person acquires beneficial ownership of more than 9% of our outstanding common stock or 9.9% of our outstanding preferred stock, the shares that are beneficially owned in excess of such limit are deemed to be excess shares. These shares are automatically deemed transferred to a trust for the benefit of a charitable institution or other qualifying organization selected by our Board of Directors. The trust is entitled to all dividends with respect to the shares, and the trustee may exercise all voting power over the shares.

We have the right to buy the excess shares for a purchase price equal to the lesser of the price per share in the transaction that created the excess shares or the market price on the date we buy the shares, and we may defer payment of the purchase price for the excess shares for up to five years. If we do not purchase the excess shares, the trustee of the trust is required to transfer the excess shares at the direction of the Board of Directors. The owner of the excess shares is entitled to receive the lesser of the proceeds from the sale or the original purchase price for such excess shares, and any additional amounts are payable to the beneficiary of the trust. As of December 31, 2022, there were no shares in the trust.

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

Accumulated Other Comprehensive Loss

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

	As of December 31,
	2022		2021
Foreign currency translation loss	$	(60,364)	$	(56,227)
Unrealized (loss) gain on available for sale securities	—		1,836
Unrealized gain (loss) on derivative instruments	23,564		(10,129)
Total accumulated other comprehensive loss	$	(36,800)	$	(64,520)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Redeemable OP Unitholder and Noncontrolling Interests

The following is a roll-forward of our redeemable OP unitholder and noncontrolling interests for 2022 (dollars in thousands):

	Redeemable OP Unitholder Interests		Redeemable Noncontrolling Interests		Total Redeemable OP Unitholder and Noncontrolling Interests
Balance as of December 31, 2021	$	182,112	$	98,171	$	280,283
New issuances	—		8,491		8,491
Change in fair value	(11,480)		(4,675)		(16,155)
Dispositions	—		—		—
Distributions and other	(6,276)		—		(6,276)
Redemptions	(1,693)		—		(1,693)
Balance as of December 31, 2022	$	162,663	$	101,987	$	264,650

NOTE 17 – RELATED PARTY TRANSACTIONS

Atria provides comprehensive property management and accounting services with respect to our senior housing communities that Atria operates, for which we pay annual management fees pursuant to long-term management agreements. For the years ended December 31, 2022, 2021 and 2020, we incurred fees to Atria of $61.5 million, $50.8 million and $54.1 million, respectively, the majority of which are recorded within property-level operating expenses in our Consolidated Statements of Income. For the year ended December 31, 2022, we incurred fees to Atria of $6.1 million primarily in connection with the transition of senior housing communities operated by Atria, which are recorded within transaction expenses and deal costs in our Consolidated Statements of Income. For the years ended December 31, 2021 and 2020, we paid fees to Atria of $20.3 million and $1.1 million, respectively, in connection with the sale or transition of senior housing communities operated by Atria. These fees are considered transaction costs and are primarily recorded within depreciation and amortization expense in our Consolidated Statements of Income.

We hold a 34% ownership interest in Atria, which entitles us to customary minority rights and protections, including the right to appoint two members to the Atria Board of Directors.

As of December 31, 2022, we leased 11 hospitals to Ardent pursuant to a single, triple-net master lease agreement. For the years ended December 31, 2022, 2021 and 2020, we recognized rental income from Ardent of $130.5 million, $127.2 million and $122.6 million, respectively, relating to the Ardent master lease. As of December 31, 2022, we also leased 19 MOBs to Ardent under separate leases included in our office operations reportable business segment and recognized rental income of $12.1 million for the year ended December 31, 2022.

We also hold a 9.8% ownership interest in Ardent, which entitles us to customary minority rights and protections, as well as the right to appoint one member to the Ardent Board of Directors. In September 2022, Ardent’s majority equity owner entered into a definitive purchase agreement to sell a minority equity investment in Ardent to a third-party investor. We have the right to, and have elected to, participate in the proposed transaction by selling a pro-rata portion of our ownership interest to the third-party investor on the same terms. If the proposed transaction is consummated, our ownership interest in Ardent would be reduced. The transaction is subject to customary closing conditions, including regulatory approvals and we cannot assure you that the transaction will close.

ESL ceased operation of its management business in early 2022 following completion of the transition of 90 senior housing communities to other operators. We held a 34% ownership interest in ESL, which entitled us to customary minority rights and protections, including the right to appoint two members to the ESL Board of Directors. ESL provided comprehensive property management and accounting services with respect to our senior housing communities that ESL operated, for which we paid annual management fees pursuant to a management agreement. For the years ended December 31, 2021 and 2020, we incurred fees to ESL of $11.8 million and $15.1 million, respectively, the majority of which are recorded within property-level operating expenses in our Consolidated Statements of Income. For the year ended December 31, 2022, no fees were incurred. In connection with the transition of the operations of 90 senior housing communities, in 2021 we paid ESL $24.0 million, which is recorded within transaction expenses and deal costs in our Consolidated Statements of Income. For the years ended December

115

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2020, we incurred fees paid to ESL of $5.2 million, which is primarily recorded within transaction expenses and deal costs in our Consolidated Statements of Income.

NOTE 18 – SEGMENT INFORMATION

As of December 31, 2022, we operated through three reportable business segments: triple-net leased properties, SHOP and office operations. In our triple-net leased properties reportable business segment, we invest in and own senior housing and healthcare properties throughout the United States and the United Kingdom and lease those properties to healthcare operating companies under triple-net or absolute-net leases that obligate the tenants to pay all property-related expenses. In our SHOP reportable business segment, we invest in senior housing communities throughout the United States and Canada and engage independent operators, such as Atria and Sunrise, to manage those communities. In our office operations reportable business segment, we primarily acquire, own, develop, lease and manage MOBs and life science, research and innovation centers throughout the United States. Information provided for “non-segment” includes management fees and promote revenues, net of expenses related to our third-party institutional capital management business, income from loans and investments 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 maker evaluates performance of the combined properties in each reportable business segment and determines how to allocate resources to those segments, in significant part, based on NOI and related measures for each segment. We define NOI as total revenues, less interest and other income, property-level operating expenses and third party capital management expenses. We consider NOI useful because it allows investors, analysts and our management to measure unlevered property-level operating results and to compare our operating results to the operating results of other real estate companies between periods on a consistent basis. In order to facilitate a clear understanding of our historical consolidated operating results, NOI should be examined in conjunction with net income attributable to common stockholders as presented in our Consolidated Financial Statements and other financial data included elsewhere in this Annual Report on Form 10-K. See “Non-GAAP Financial Measures” included elsewhere in this Annual Report on Form 10-K 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.

116

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

	For the Year Ended December 31, 2022
	SHOP		Office Operations		Triple-Net Leased Properties		Non-Segment		Total
Revenues:
Rental income	$	—	$	801,159	$	598,154	$	—	$	1,399,313
Resident fees and services	2,651,886		—		—		—		2,651,886
Third party capital management revenues	—		2,448		—		23,751		26,199
Income from loans and investments	—		—		—		48,160		48,160
Interest and other income	—		—		—		3,635		3,635
Total revenues	$	2,651,886	$	803,607	$	598,154	$	75,546	$	4,129,193
Total revenues	$	2,651,886	$	803,607	$	598,154	$	75,546	$	4,129,193
Less:
Interest and other income	—		—		—		3,635		3,635
Property-level operating expenses	2,004,420		257,003		15,301		—		2,276,724
Third party capital management expenses	—		—		—		6,194		6,194
NOI	$	647,466	$	546,604	$	582,853	$	65,717	1,842,640
Interest and other income									3,635
Interest expense									(467,557)
Depreciation and amortization									(1,197,798)
General, administrative and professional fees									(144,874)
Loss on extinguishment of debt, net									(581)
Transaction expenses and deal costs									(51,577)
Allowance on loans receivable and investments									(19,757)
Other									(58,268)
Income from unconsolidated entities									28,500
Gain on real estate dispositions									7,780
Income tax benefit									16,926
Loss from continuing operations									(40,931)
Net loss									(40,931)
Net income attributable to noncontrolling interests									6,516
Net loss attributable to common stockholders									$	(47,447)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	For the Year Ended December 31, 2021
	SHOP		Office Operations		Triple-Net Leased Properties		Non-Segment		Total
Revenues:
Rental income	$	—	$	794,297	$	653,823	$	—	$	1,448,120
Resident fees and services	2,270,001		—		—		—		2,270,001
Third party capital management revenues	—		8,384		—		11,712		20,096
Income from loans and investments	—		—		—		74,981		74,981
Interest and other income	—		—		—		14,809		14,809
Total revenues	$	2,270,001	$	802,681	$	653,823	$	101,502	$	3,828,007
Total revenues	$	2,270,001	$	802,681	$	653,823	$	101,502	$	3,828,007
Less:
Interest and other income	—		—		—		14,809		14,809
Property-level operating expenses	1,811,728		257,001		15,335		—		2,084,064
Third party capital management expenses	—		1,798		—		2,635		4,433
NOI	$	458,273	$	543,882	$	638,488	$	84,058	1,724,701
Interest and other income									14,809
Interest expense									(440,089)
Depreciation and amortization									(1,197,403)
General, administrative and professional fees									(129,758)
Loss on extinguishment of debt, net									(59,299)
Transaction expenses and deal costs									(47,318)
Allowance on loans receivable and investments									9,082
Other									(37,110)
Income from unconsolidated entities									4,983
Gain on real estate dispositions									218,788
Income tax expense									(4,827)
Income from continuing operations									56,559
Net income									56,559
Net income attributable to noncontrolling interests									7,551
Net income attributable to common stockholders									$	49,008

118

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	For the Year Ended December 31, 2020
	SHOP		Office Operations		Triple-Net Leased Properties		Non-Segment		Total
Revenues:
Rental income	$	—	$	799,627	$	695,265	$	—	$	1,494,892
Resident fees and services	2,197,160		—		—		—		2,197,160
Third party capital management revenues	—		8,675		—		6,516		15,191
Income from loans and investments	—		—		—		80,505		80,505
Interest and other income	—		—		—		7,609		7,609
Total revenues	$	2,197,160	$	808,302	$	695,265	$	94,630	$	3,795,357
Total revenues	$	2,197,160	$	808,302	$	695,265	$	94,630	$	3,795,357
Less:
Interest and other income	—		—		—		7,609		7,609
Property-level operating expenses	1,658,671		256,612		22,160		—		1,937,443
Third party capital management expenses	—		2,315		—		—		2,315
NOI	$	538,489	$	549,375	$	673,105	$	87,021	1,847,990
Interest and other income									7,609
Interest expense									(469,541)
Depreciation and amortization									(1,109,763)
General, administrative and professional fees									(130,158)
Loss on extinguishment of debt, net									(10,791)
Transaction expenses and deal costs									(29,812)
Allowance on loans receivable and investments									(24,238)
Other									(707)
Income from unconsolidated entities									1,844
Gain on real estate dispositions									262,218
Income tax benefit									96,534
Income from continuing operations									441,185
Net income									441,185
Net income attributable to noncontrolling interests									2,036
Net income attributable to common stockholders									$	439,149

Assets by reportable business segment are as follows (dollars in thousands):

	As of December 31,
Assets:	2022				2021
SHOP	$	12,369,218	51.2	%	$	12,811,611	51.8	%
Office operations	6,558,416		27.1		6,341,888		25.7
Triple-net leased properties	4,272,303		17.7		4,578,534		18.5
Non-segment	957,903		4.0		985,753		4.0
Total assets	$	24,157,840	100.0	%	$	24,717,786	100.0	%

119

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

	For the Years Ended December 31,
Capital expenditures:	2022		2021		2020
SHOP	$	423,420	$	1,463,551	$	191,891
Office operations	472,662		245,546		372,475
Triple-net leased properties	4,614		92,924		42,930
Total capital expenditures	$	900,696	$	1,802,021	$	607,296

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 Years Ended December 31,
Revenues:	2022		2021		2020
United States	$	3,652,327	$	3,363,197	$	3,381,357
Canada	449,091		434,862		389,205
United Kingdom	27,775		29,948		24,795
Total revenues	$	4,129,193	$	3,828,007	$	3,795,357

	As of December 31,
Net real estate property:	2022		2021
United States	$	18,168,224	$	18,562,738
Canada	2,782,350		3,007,008
United Kingdom	209,876		247,092
Total net real estate property	$	21,160,450	$	21,816,838

120

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SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

(Dollars in thousands)

	For the Years Ended December 31,
	2022		2021		2020
Reconciliation of real estate:
Carrying cost:
Balance at beginning of period	$	28,479,870	$	26,850,442	$	27,133,514
Additions during period:
Acquisitions	460,959		2,413,570		249,290
Capital expenditures	443,710		423,752		485,479
Deductions during period:
Foreign currency translation	(350,188)		17,030		80,302
Other (1)	(265,942)		(1,224,924)		(1,098,143)
Balance at end of period	$	28,768,409	$	28,479,870	$	26,850,442
Accumulated depreciation:
Balance at beginning of period	$	7,433,480	$	6,967,413	$	6,200,230
Additions during period:
Depreciation expense	907,134		865,627		809,067
Dispositions:
Sales and/or transfers to assets held for sale	(72,047)		(401,208)		(82,559)
Foreign currency translation	(37,407)		1,648		40,675
Balance at end of period	$	8,231,160	$	7,433,480	$	6,967,413

______________________________

(1)Other may include sales, transfers to assets held for sale and impairments.

121

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SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

December 31, 2022

(Dollars in thousands)

						Initial Cost to Company						Gross Amount Carried at Close of Period
		Description	Count	Encumbrances		Land and Improvements		Buildings and Improvements		Costs Capitalized Subsequent to  Acquisition (1)		Land and Improvements		Buildings and Improvements		Total		Accumulated Depreciation		NBV		Year of Construction	Year Acquired	Life on which Depreciation In Income Statement is  Computed
UNITED STATES PROPERTIES
	Senior Housing
		Atria Senior Living	213	$	519,795	$	620,020	$	5,562,067	$	620,708	$	646,063	$	6,156,732	$	6,802,795	$	1,798,095	$	5,004,700	1835 - 2013	2007 - 2021	13 - 54 years
		Brookdale Senior Living	129	48,040		191,164		2,026,833		142,934		191,398		2,169,533		2,360,931		955,838		1,405,093		1915 - 2012	2004 - 2021	24 - 35 years
		Sunrise Senior Living	80	—		198,915		2,113,355		213,682		211,200		2,314,752		2,525,952		1,054,266		1,471,686		1987 - 2009	2007 - 2012	35 - 35 years
		Sinceri Senior Living	35	—		57,120		590,981		47,177		56,028		639,250		695,278		242,250		453,028		1974 - 2005	2006 - 2015	35 - 35 years
		Priority Life Care Properties	26	—		25,356		279,159		36,906		26,232		315,189		341,421		124,292		217,129		1920 - 2008	2006 - 2019	35 - 35 years
		Koelsch Senior Communities	19	74,556		27,721		292,414		13,285		28,131		305,289		333,420		65,045		268,375		1972 - 2017	2011 - 2017	35 - 35 years
		Discovery Senior Living	19	—		23,308		268,214		32,331		24,229		299,624		323,853		103,856		219,997		1984 - 2005	2006 - 2014	35 - 35 years
		Sodalis Senior Living	18	—		21,451		208,224		2,518		21,630		210,563		232,193		84,743		147,450		1996 - 2007	2006 - 2015	35 - 35 years
		Matthews Senior Living	14	—		11,470		25,011		(15,253)		8,906		12,322		21,228		9,683		11,545		1985 - 2007	2011 - 2011	35 - 35 years
		American House	13	—		6,593		146,157		16,564		7,680		161,634		169,314		61,208		108,106		1998 - 2000	2006 - 2014	35 - 35 years
		Azura Memory Care	13	—		6,361		53,002		10,850		7,200		63,013		70,213		20,726		49,487		1990 - 2019	2011 - 2019	35 - 35 years
		Milestone Retirement Communities	12	—		17,956		188,500		2,832		17,956		191,332		209,288		53,592		155,696		1965 - 2011	2011 - 2014	35 - 35 years
		Avamere Family of Companies	11	—		20,407		113,192		6,609		20,653		119,555		140,208		42,209		97,999		1998 - 2012	2011 - 2015	35 - 35 years
		Hawthorn Senior Living	10	57,383		35,668		220,099		8,126		35,718		228,175		263,893		12,737		251,156		1998 - 2008	2021 - 2021	27 - 50 years
		Meridian Senior Living	10	—		17,977		77,599		1,416		17,977		79,015		96,992		28,491		68,501		1972 - 2012	2011 - 2015	35 - 35 years
		Ridgeline Management Company	10	—		11,405		94,242		3,219		11,405		97,461		108,866		29,630		79,236		1972 - 2007	2011 - 2021	11 - 35 years
		Sonida Senior Living	10	—		14,080		118,512		25,991		14,462		144,121		158,583		59,673		98,910		1977 - 1998	2005 - 2012	35 - 35 years
		Other Senior Housing Operators	67	83,133		115,658		1,030,904		45,210		114,520		1,077,252		1,191,772		303,940		887,832		1979 - 2020	2004 - 2022	12 - 39 years
		Other Senior Housing CIP	1	—		—		73		—		—		73		73		—		73		CIP	CIP	CIP
	Total Senior Housing		710	782,907		1,422,630		13,408,538		1,215,105		1,461,388		14,584,885		16,046,273		5,050,274		10,995,999
	Medical Office
		Lillibridge	194	37,821		150,207		1,992,555		505,405		149,840		2,498,327		2,648,167		996,900		1,651,267		1960 - 2016	2004 - 2021	4 - 39 years
		PMB RES	38	238,647		73,863		972,701		119,813		75,214		1,091,163		1,166,377		359,768		806,609		1972 - 2019	2011 - 2019	19 - 35 years
		Ardent Health Services	19	—		5,638		214,808		600		5,638		215,408		221,046		7,887		213,159		1974 - 2011	2018 - 2022	35 - 35 years
		Memorial Health System	12	—		2,346		25,031		13,166		2,451		38,092		40,543		20,981		19,562		1976 - 2002	2010 - 2010	35 - 35 years
		Other MOBs	65	479		110,447		887,801		46,901		107,059		938,090		1,045,149		297,571		747,578		1984 - 2019	2004 - 2022	25 - 35 years
		Other MOBs CIP	1	—		—		—		—		—		—		—		—		—		CIP	CIP	CIP
	Total Medical Office		329	276,947		342,501		4,092,896		685,885		340,202		4,781,080		5,121,282		1,683,107		3,438,175

122

						Initial Cost to Company						Gross Amount Carried at Close of Period
		Description	Count	Encumbrances		Land and Improvements		Buildings and Improvements		Costs Capitalized Subsequent to  Acquisition (1)		Land and Improvements		Buildings and Improvements		Total		Accumulated Depreciation		NBV		Year of Construction	Year Acquired	Life on which Depreciation In Income Statement is  Computed
	Life Science, Research & Innovation
		Wexford	32	242,600		92,229		1,582,631		125,979		94,181		1,706,658		1,800,839		309,613		1,491,226		1923 - 2019	2016 - 2022	15 - 60 years
		Other Life Science	2	—		1,194		76,515		68		1,194		76,583		77,777		7,204		70,573		2010 - 2016	2020 - 2020	35 - 35 years
		Other Life Science CIP	10	—		52,956		49,312		—		52,956		49,312		102,268		3,901		98,367		CIP	CIP	CIP
	Total Life Science, R&I		44	242,600		146,379		1,708,458		126,047		148,331		1,832,553		1,980,884		320,718		1,660,166
	IRFs & LTACs
		Kindred Healthcare	29	—		33,385		222,156		(1,000)		32,385		222,156		254,541		207,147		47,394		1937 - 1995	1976 - 2020	20 - 40 years
		Other IRFs & LTACs	7	—		11,057		167,682		1,068		11,057		168,750		179,807		44,750		135,057		1989 - 2012	2011 - 2015	35 - 36 years
	Total IRFs & LTACs		36	—		44,442		389,838		68		43,442		390,906		434,348		251,897		182,451
	Health Systems
		Ardent Health Services	10	—		98,428		1,126,010		78,104		97,416		1,205,126		1,302,542		252,999		1,049,543		1928 - 2020	2015 - 2020	20 - 47 years
	Skilled Nursing
		Genesis Healthcare	12	—		11,350		164,745		(5,708)		11,350		159,037		170,387		73,087		97,300		1897 - 1995	2004 - 2011	30 - 35 years
		Other Skilled Nursing	4	—		1,636		18,793		1,405		1,816		20,018		21,834		13,500		8,334		1955 - 1990	1991 - 2009	29 - 40 years
	Total Skilled Nursing		16	—		12,986		183,538		(4,303)		13,166		179,055		192,221		86,587		105,634
CANADIAN PROPERTIES
	Senior Housing
		Le Groupe Maurice	35	1,094,556		149,601		1,815,395		(6,378)		146,110		1,812,508		1,958,618		144,733		1,813,885		2000 - 2022	2019 - 2022	40 - 60 years
		Atria Senior Living	29	—		75,553		845,363		(72,107)		66,479		782,330		848,809		236,902		611,907		1988 - 2008	2014 - 2014	35 - 35 years
		Sunrise Senior Living	12	—		46,600		418,821		(70,388)		38,786		356,247		395,033		162,284		232,749		2000 - 2007	2007 - 2007	35 - 35 years
		Brightwater Senior Living	6	—		25,172		146,694		(10,890)		23,471		137,505		160,976		5,567		155,409		2006 - 2012	2021 - 2021	35 - 35 years
		Other Senior Housing CIP	2	37,087		14,832		92,133		—		14,832		92,133		106,965		—		106,965		CIP	CIP	CIP
	Total Senior Housing		84	1,131,643		311,758		3,318,406		(159,763)		289,678		3,180,723		3,470,401		549,486		2,920,915
UNITED KINGDOM PROPERTIES
	Senior Housing
		Canford Healthcare Limited	12	—		42,445		84,181		(21,537)		35,037		70,052		105,089		16,863		88,226		1980 - 2014	2015 - 2017	40 - 40 years
	International Hospital
		Spire Healthcare	3	—		11,903		136,628		(33,162)		9,245		106,124		115,370		19,229		96,141		1980 - 2010	2014 - 2014	50 - 50 years
TOTAL			1,244	$	2,434,097	$	2,433,472	$	24,448,493	$	1,886,444	$	2,437,905	$	26,330,504	$	28,768,409	$	8,231,160	$	20,537,249

______________________________

(1)     Adjustments to basis included provisions for asset impairments, partial dispositions, costs capitalized subsequent to acquisitions and foreign currency translation adjustments.

123

VENTAS, INC.

SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE

December 31, 2022

(Dollars in thousands)

Location	Interest Rate	Fixed / Variable	Maturity Date	Periodic Payment Terms	Prior Liens		Face Amount of Mortgages		Carrying Amount of Mortgages		Principal Amount of Loans Subject to Delinquent Principal or Interest
First mortgage relating to 1 senior housing property located in:
Pennsylvania	Term SOFR plus 3.75%	Variable	11/4/2027	Interest only; principal payments start in 2024	$	—	$	18,086	$	18,100	$	—
First mortgage relating to 2 senior housing properties located in:
Texas	Lesser of 9.50% or SOFR + 5.50%	Variable	6/16/2024	Interest only	—		7,226		7,152		—
Mezzanine loan relating to 153 properties located in:
Multiple (1)	LIBOR + 6.42%	Variable	6/9/2023	Interest only	1,016,804		486,082		466,082		—
Total					$	1,016,804	$	511,394	$	491,334	$	—

______________________________

(1)    The carrying amount includes a $20.0 million allowance recognized as of December 31, 2022. See “Note 6 – Loans Receivable and Investments” of the Notes to Consolidated Financial Statements.

Reconciliation of Mortgage Loans:

	Year Ended December 31,
	2022		2021		2020
Beginning Balance	$	486,200	$	552,797	$	642,218
Additions:
New loans	25,247		—		66,000
Total additions	25,247		—		66,000
Deductions:
Principal repayments	(113)		(66,597)		(155,170)
Allowance	(20,000)		—		—
Total deductions	(20,113)		(66,597)		(155,170)
Effect of foreign currency translation	—		—		(251)
Ending Balance	$	491,334	$	486,200	$	552,797

124

ITEM 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

    None.

ITEM 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As required by Rules 13a-15(b) and 15d-15(b) of 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 December 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 December 31, 2022, at the reasonable assurance level.

Internal Control over Financial Reporting

The information set forth under “Management Report on Internal Control over Financial Reporting” and “Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting” included in Part II, Item 8 of this Annual Report is incorporated by reference into this Item 9A.

Internal Control Changes

During the fourth quarter of 2022, there were no changes in our internal control over financial reporting (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.

ITEM 9B.  Other Information

Not applicable.

ITEM 9C.  Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

None.

125

PART III

ITEM 10.    Directors, Executive Officers and Corporate Governance

The information required by this Item 10 is incorporated by reference to the material under the headings “Election of Directors,” “Our Executive Officers,” “Securities Ownership,” and “Corporate Governance and Board Matters” in our definitive Proxy Statement for the 2023 Annual Meeting of Stockholders, which we will file with the SEC not later than April 30, 2023.

ITEM 11.    Executive Compensation

The information required by this Item 11 is incorporated by reference to the material under the headings “Executive Compensation,” “Non-Employee Director Compensation” and “Corporate Governance and Board Matters” in our definitive Proxy Statement for the 2023 Annual Meeting of Stockholders, which we will file with the SEC not later than April 30, 2023.

ITEM 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this Item 12 is incorporated by reference to the material under the headings “Equity Compensation Plan Information” and “Securities Ownership” in our definitive Proxy Statement for the 2023 Annual Meeting of Stockholders, which we will file with the SEC not later than April 30, 2023.

ITEM 13.    Certain Relationships and Related Transactions, and Director Independence

The information required by this Item 13 is incorporated by reference to the material under the heading “Corporate Governance and Board Matters,” in our definitive Proxy Statement for the 2023 Annual Meeting of Stockholders, which we will file with the SEC not later than April 30, 2023.

ITEM 14.    Principal Accountant Fees and Services

The information required by this Item 14 is incorporated by reference to the material under the heading “Audit Matters” in our definitive Proxy Statement for the 2023 Annual Meeting of Stockholders, which we will file with the SEC not later than April 30, 2023.

126

PART IV

ITEM 15.    Exhibits and Financial Statement Schedules

Financial Statements and Financial Statement Schedules

The following documents have been included in Part II, Item 8 of this Annual Report on Form 10-K:

	Page
Reports of Independent Registered Public Accounting Firm	72
Consolidated Balance Sheets as of December 31, 2022 and 2021	75
Consolidated Statements of Income for the Years Ended December 31, 2022, 2021 and 2020	76
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2022, 2021 and 2020	77
Consolidated Statements of Equity for the Years Ended December 31, 2022, 2021 and 2020	78
Consolidated Statements of Cash Flows for the Years Ended December 31, 2022, 2021 and 2020	79
Notes to Consolidated Financial Statements	81
Consolidated Financial Statement Schedules
Schedule III — Real Estate and Accumulated Depreciation	121
Schedule IV — Mortgage Loans on Real Estate	124

All other schedules have been omitted because they are inapplicable or not required or the information is included elsewhere in the Consolidated Financial Statements or notes thereto.

127

EXHIBITS

Exhibit Number	Description of Document	Location of Document
2.1	Agreement and Plan of Merger, dated as of June 28, 2021, by and among Ventas, Inc., Cadence Merger Sub LLC and New Senior Investment Group Inc.	Incorporated by reference herein. Previously filed as Exhibit 2.1 to our Current Report on Form 8-K, filed on June 28, 2021, File No. 001-10989.
3.1	Amended and Restated Certificate of Incorporation, as amended, of Ventas, Inc.	Incorporated by reference herein. Previously filed as Exhibit 3.1 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, filed on August 5, 2011, File No. 001-10989.
3.2	Sixth Amended and Restated Bylaws, as amended, of Ventas, Inc.	Incorporated by reference herein. Previously filed as Exhibit 3.1 to our Current Report on Form 8-K, filed on June 1, 2022, File No. 001-10989.
4.1	Specimen common stock certificate.	Incorporated by reference herein. Previously filed as Exhibit 4.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed on February 12, 2016, File No. 001-10989.
4.2	Indenture dated as of September 26, 2013 by and among Ventas, Inc., Ventas Realty, Limited Partnership, as Issuer, the Guarantors named therein, as Guarantors, and U.S. Bank National Association, as Trustee.	Incorporated by reference herein. Previously filed as Exhibit 4.10 to our Annual Report on Form 10-K for the year ended December 31, 2016, filed on February 14, 2017, File No. 001-10989.
4.3	Second Supplemental Indenture dated as of September 26, 2013 by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 5.700% Senior Notes due 2043.	Incorporated by reference herein. Previously filed as Exhibit 4.3 to our Current Report on Form 8-K, filed on September 26, 2013, File No. 001-10989.
4.4	Fourth Supplemental Indenture dated as of April 17, 2014 by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 3.750% Senior Notes due 2024.	Incorporated by reference herein. Previously filed as Exhibit 4.3 to our Current Report on Form 8-K, filed on April 17, 2014, File No. 001-10989.
4.5	Fifth Supplemental Indenture dated as of January 14, 2015 by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 3.500% Senior Notes due 2025.	Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on January 14, 2015, File No. 001-10989.
4.6	Sixth Supplemental Indenture dated as of January 14, 2015 by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 4.375% Senior Notes due 2045.	Incorporated by reference herein. Previously filed as Exhibit 4.3 to our Current Report on Form 8-K, filed on January 14, 2015, File No. 001-10989.
4.7	Indenture dated as of August 19, 1997 by and between Nationwide Health Properties, Inc. and The Bank of New York, as Trustee, relating to the 6.90% Series C Medium-Term Notes due 2037 and the 6.59% Series C Medium-Term Notes due 2038.	Incorporated by reference herein. Previously filed as Exhibit 1.2 to the Nationwide Health Properties, Inc. Current Report on Form 8-K, filed on August 19, 1997, File No. 001-09028 (see Exhibit 1.2 of complete submission text file).
4.8	Supplemental Indenture dated July 1, 2011 among Nationwide Health Properties, Inc., Needles Acquisition LLC, and The Bank of New York Mellon Trust Company, N.A., as successor Trustee, relating to the 6.90% Series C Medium-Term Notes due 2037 and the 6.59% Series C Medium-Term Notes due 2038.	Incorporated by reference herein. Previously filed as Exhibit 4.17 to our Annual Report on Form 10-K for the year ended December 31, 2016, filed on February 14, 2017, File No. 001-10989.
4.9	Indenture dated as September 24, 2014 by and among Ventas, Inc., Ventas Canada Finance Limited, the Guarantors parties thereto from time to time and Computershare Trust Company of Canada, as Trustee.	Incorporated by reference herein. Previously filed as Exhibit 4.1 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed on October 24, 2014, File No. 001-10989.
4.10	Second Supplemental Indenture dated as of September 24, 2014 by and among Ventas Canada Finance Limited, as Issuer, Ventas, Inc., as Guarantor, and Computershare Trust Company of Canada, as Trustee, relating to the 4.125% Senior Notes, Series B due 2024.	Incorporated by reference herein. Previously filed as Exhibit 4.3 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed on October 24, 2014, File No. 001-10989.

128

Exhibit Number	Description of Document	Location of Document
4.11	Fourth Supplemental Indenture dated as of June 1, 2017 by and among Ventas Canada Finance Limited, as Issuer, Ventas, Inc., as Guarantor, and Computershare Trust Company of Canada, as Trustee, relating to the 2.55% Senior Notes, Series D due 2023.	Incorporated by reference herein. Previously filed as Exhibit 4.1 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, filed on July 28, 2017, File No. 001-10989.
4.12	Fifth Supplemental Indenture dated as of November 12, 2019 by and among Ventas Canada Finance Limited, as Issuer, Ventas, Inc., as Guarantor, and Computershare Trust Company of Canada, as Trustee, relating to the 2.80% Senior Notes, Series E due 2024.	Incorporated by reference herein. Previously filed as Exhibit 4.15 to our Annual Report on Form 10-K for the year ended December 31, 2019, filed on February 24, 2020, File No. 001-10989.
4.13	Seventh Supplemental Indenture dated as of December 1, 2021 by and among Ventas Canada Finance Limited, as Issuer, Ventas, Inc., as Guarantor, and Computershare Trust Company of Canada, as Trustee, relating to the 2.45% Senior Notes, Series G due 2027.	Incorporated by reference herein. Previously filed as Exhibit 4.14 to our Annual Report on Form 10-K for the year ended December 31, 2021, filed on February 18, 2022, File No. 001-10989.
4.14	Eighth Supplemental Indenture dated as of December 1, 2021 by and among Ventas Canada Finance Limited, as Issuer, Ventas, Inc., as Guarantor, and Computershare Trust Company of Canada, as Trustee, relating to the 3.30% Senior Notes, Series H due 2031.	Incorporated by reference herein. Previously filed as Exhibit 4.15 to our Annual Report on Form 10-K for the year ended December 31, 2021, filed on February 18, 2022, File No. 001-10989.
4.15	Indenture dated as of July 16, 2015 by and among Ventas, Inc., Ventas Realty, Limited Partnership, as Issuer, the Guarantors named therein as Guarantors, and U.S. Bank National Association, as Trustee.	Incorporated by reference herein. Previously filed as Exhibit 4.1 to our Current Report on Form 8-K, filed on July 16, 2015, File No. 001-10989.
4.16	First Supplemental Indenture dated as of July 16, 2015 by and among Ventas Realty, Limited Partnership, as Issuer, Ventas Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 4.125% Senior Notes due 2026.	Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on July 16, 2015, File No. 001-10989.
4.17	Third Supplemental Indenture dated as of September 21, 2016 by and among Ventas Realty, Limited Partnership, as Issuer, Ventas Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 3.250% Senior Notes due 2026.	Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on September 21, 2016, File No. 001-10989.
4.18	Fourth Supplemental Indenture dated as of March 29, 2017 by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 3.850% Senior Notes due 2027.	Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on March 29, 2017, File No. 001-10989.
4.19	Indenture dated February 23, 2018 among Ventas, Inc., Ventas Realty, Limited Partnership, the Guarantors named therein, and U.S. Bank National Association, as Trustee	Incorporated by reference herein. Previously filed as Exhibit 4.1 to our Current Report on Form 8-K, filed on February 23, 2018, File No. 001-10989.
4.20	First Supplemental Indenture dated as of February 23, 2018 by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor and U.S. Bank National Association, as Trustee relating to the 4.000% Senior Notes due 2028	Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on February 23, 2018, File No. 001-10989.
4.21	Second Supplemental Indenture dated as of August 15, 2018 by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor and U.S. Bank National Association, as Trustee relating to the 4.400% Senior Notes due 2029	Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on August 15, 2018, File No. 001-10989.
4.22	Third Supplemental Indenture dated as of February 26, 2019 by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor and U.S. Bank National Association, as Trustee relating to the 3.500% Senior Notes due 2024 and 4.875% Senior Notes due 2049	Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on February 26, 2019, File No. 001-10989.

129

Exhibit Number	Description of Document	Location of Document
4.23	Fourth Supplemental Indenture dated as of July 3, 2019 by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor and U.S. Bank National Association, as Trustee relating to the 2.650% Senior Notes due 2025	Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on July 3, 2019, File No. 001-10989.
4.24	Fifth Supplemental Indenture dated as of August 21, 2019 by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor and U.S. Bank National Association, as Trustee relating to the 3.000% Senior Notes due 2030	Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on August 21, 2019, File No. 001-10989.
4.25	Sixth Supplemental Indenture dated as of April 1, 2020 by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor and U.S. Bank National Association, as Trustee relating to the 4.750% Senior Notes due 2030.	Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on April 1, 2020, File No. 001-10989.
4.26	Seventh Supplemental Indenture dated as of August 20, 2021 by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor and U.S. Bank National Association, as Trustee relating to the 2.500% Senior Notes due 2031.	Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on August 20, 2021, File No. 001-10989.
4.27	Description of the Registrant’s Securities.	Filed herewith.
10.1	First Amended and Restated Agreement of Limited Partnership of Ventas Realty, Limited Partnership.	Incorporated by reference herein. Previously filed as Exhibit 3.5 to our Registration Statement on Form S-4, as amended, filed on May 29, 2002, File No. 333-89312.
10.2	Credit and Guaranty Agreement, dated as of June 27, 2022, among Ventas Realty, Limited Partnership, a Delaware limited partnership, as borrower, Ventas, Inc., a Delaware corporation, as guarantor, the lending institutions party thereto from time to time, and Bank of America, N.A., as Administrative Agent.	Incorporated by reference herein. Previously filed as Exhibit 10.1 to our Current Report on Form 8-K, filed on June 30, 2022, File No. 001-10989
10.3	Third Amended and Restated Credit and Guaranty Agreement, dated as of January 29, 2021, among Ventas Realty, Limited Partnership, Ventas SSL Ontario II, Inc., Ventas SSL Ontario III, Inc., Ventas Canada Finance Limited, Ventas UK Finance, Inc., and Ventas Euro Finance, LLC, as Borrowers, Ventas, Inc., as Guarantor, the Lenders identified therein, Bank of America, N.A., as Administrative Agent, and Bank of America, N.A. and JPMorgan Chase Bank, N.A., as L/C Issuers.	Incorporated by reference herein. Previously filed as Exhibit 10.1 to our Current Report on Form 8-K, filed on February 2, 2021, File No. 001-10989.
10.4	First Amendment to the Third Amended and Restated Credit and Guaranty Agreement, dated as of October 5, 2021, among Ventas Realty, Limited Partnership, Ventas SSL Ontario II, Inc., Ventas SSL Ontario III, Inc., Ventas Canada Finance Limited, Ventas UK Finance, Inc., and Ventas Euro Finance, LLC, as Borrowers, Ventas, Inc., as Guarantor, and Bank of America, N.A., as Administrative Agent.	Incorporated by reference herein. Previously filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, filed on November 5, 2021 File No. 001-10989.

130

Exhibit Number	Description of Document	Location of Document
10.5	ATM Sales Agreement dated November 8, 2021, among Ventas, Inc. and BofA Securities, Inc., Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., Jefferies LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, Scotia Capital (USA) Inc., SMBC Nikko Securities America, Inc., TD Securities (USA) LLC, UBS Securities LLC, and Wells Fargo Securities LLC, as sales agents and as forward sellers, and Bank of America, N .A. Citibank, N.A., Credit Agricole Corporate and Investment Bank, Jefferies LLC, JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, MUFG Securities EMEA plc, RBC Capital Markets, LLC, The Bank of Nova Scotia, The Toronto-Dominion Bank, UBS AG London Branch and Wells Fargo Bank, National Association, as forward purchasers.	Incorporated by reference herein. Previously filed as Exhibit 1.1 to our Current Report on Form 8-K, filed on November 8, 2021, File No. 001-10989.
10.6.1*	Ventas, Inc. 2006 Stock Plan for Directors, as amended.	Incorporated by reference herein. Previously filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, filed on April 27, 2012, File No. 001-10989.
10.7.2*	Form of Restricted Stock Unit Agreement—2006 Stock Plan for Directors.	Incorporated by reference herein. Previously filed as Exhibit 10.11.4 to our Annual Report on Form 10-K for the year ended December 31, 2008, filed on February 27, 2009, File No. 001-10989.
10.8.1*	Ventas, Inc. 2012 Incentive Plan.	Incorporated by reference herein. Previously filed as Exhibit 10.1 to our Current Report on Form 8-K, filed on May 23, 2012, File No. 001-10989.
10.8.2*	First Amendment to the Ventas, Inc. 2012 Incentive Plan.	Incorporated by reference herein. Previously filed as Exhibit 10.10.7 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed on April 28, 2017, File No. 001-10989.
10.8.3*	Form of Stock Option Agreement (Employees) under the Ventas, Inc. 2012 Incentive Plan.	Incorporated by reference herein. Previously filed as Exhibit 10.6.2 to our Annual Report on Form 10-K for the year ended December 31, 2014, filed February 13, 2015, File No. 001-10989.
10.9.4*	Form of Restricted Stock Agreement (Directors) under the Ventas, Inc. 2012 Incentive Plan.	Incorporated by reference herein. Previously filed as Exhibit 10.5 to our Registration Form on S-8, filed on August 7, 2012, File No. 333-183121.
10.9.5*	Form of Restricted Stock Unit Agreement (Directors) under the Ventas, Inc. 2012 Incentive Plan.	Incorporated by reference herein. Previously filed as Exhibit 10.6 to our Registration Form on S-8, filed on August 7, 2012, File No. 333-183121.
10.9.6*	Form of Performance-Based Restricted Stock Unit Agreement (CEO) under the Ventas, Inc. 2012 Incentive Plan.	Incorporated by reference herein. Previously filed as Exhibit 10.10.8 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed on April 28, 2017, File No. 001-10989.
10.9.7*	Form of Restricted Stock Unit Agreement (CEO) under the Ventas, Inc. 2012 Incentive Plan.	Incorporated by reference herein. Previously filed as Exhibit 10.10.9 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed on April 28, 2017, File No. 001-10989.
10.9.9*	Form of Performance-Based Restricted Stock Unit Agreement (Non-CEO) under the Ventas, Inc. 2012 Incentive Plan.	Incorporated by reference herein. Previously filed as Exhibit 10.10.11 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed on April 28, 2017, File No. 001-10989.
10.9.10*	Form of Restricted Stock Unit Agreement (Non-CEO) under the Ventas, Inc. 2012 Incentive Plan.	Incorporated by reference herein. Previously filed as Exhibit 10.10.12 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed on April 28, 2017, File No. 001-10989.

131

Exhibit Number	Description of Document	Location of Document
10.10.1*	Ventas, Inc. Non-Employee Directors’ Cash Compensation Deferral Plan (formerly the “Ventas Nonemployee Directors’ Deferred Stock Compensation Plan”)	Filed herewith.
10.10.2*	Deferral Election Form under the Ventas Nonemployee Directors’ Deferred Stock Compensation Plan (used prior to December 2022)	Incorporated by reference herein. Previously filed as Exhibit 10.13.2 to our Annual Report on Form 10-K for the year ended December 31, 2008, filed on February 27, 2009, File No. 001-10989.
10.10.3*	Deferral Election Form under the Ventas, Inc. Non-Employee Directors’ Cash Compensation Deferral Plan.	Filed herewith.
10.11.1*	Ventas, Inc. 2022 Incentive Plan	Incorporated by reference herein. Previously filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on August 5, 2022, File No. 001-10989.
10.11.2*	Ventas, Inc. Non-Employee Directors’ Equity Award Deferral Program Adopted Pursuant to the Ventas, Inc. 2022 Incentive Plan	Filed herewith.
10.11.3*	Deferral Election Form under the Ventas, Inc. Non-Employee Directors’ Equity Award Deferral Program	Filed herewith.
10.11.4*	Restricted Stock Award granted to Sumit Roy on October 1, 2022 under the Ventas, Inc. 2022 Incentive Plan	Filed herewith.
10.11.5*	Form of Restricted Stock Unit Award under the Ventas, Inc. 2022 Incentive Plan (Non-Employee Directors)	Filed herewith.
10.11.6*	Form of Restricted Stock Unit Agreement under the Ventas, Inc. 2022 Incentive Plan (CEO)	Filed herewith.
10.11.7*	Form of Performance Share Unit Agreement under the Ventas, Inc. 2022 Incentive Plan (CEO)	Filed herewith.
10.11.8*	Form of Restricted Stock Unit Award under the Ventas, Inc. 2022 Incentive Plan (non-CEO Executive Officer)	Filed herewith.
10.11.9*	Form of Performance Share Unit Award under the Ventas, Inc. 2022 Incentive Plan (non-CEO Executive Officer)	Filed herewith.
10.12*	Second Amended and Restated Employment Agreement dated as of March 22, 2011 between Ventas, Inc. and Debra A. Cafaro.	Incorporated by reference herein. Previously filed as Exhibit 10.1 to our Current Report on Form 8-K, filed on March 24, 2011, File No. 001-10989.
10.13.1*	Employee Protection and Noncompetition Agreement dated as of October 21, 2013 between Ventas, Inc. and John D. Cobb.	Incorporated by reference herein. Previously filed as Exhibit 10.18 to our Annual Report on Form 10-K for the year ended December 31, 2013, filed on February 18, 2014, File No. 001-10989.
10.13.2*	Amendment dated December 8, 2017 to Employee Protection and Noncompetition Agreement dated as of October 21, 2013 between Ventas, Inc. and John D. Cobb.	Incorporated by reference herein. Previously filed as Exhibit 10.16.2 to our Annual Report on Form 10-K for the year ended December 31, 2017, filed on February 9, 2018, File No. 001-10989.
10.14.1*	Offer Letter dated September 16, 2014 from Ventas, Inc. to Robert F. Probst.	Incorporated by reference herein. Previously filed as Exhibit 10.1 to our Current Report on Form 8-K, filed on September 29, 2014, File No. 001-10989.
10.14.2*	Employee Protection and Noncompetition Agreement dated September 16, 2014 between Ventas, Inc. and Robert F. Probst.	Incorporated by reference herein. Previously filed as Exhibit 10.2 to our Current Report on Form 8-K, filed on September 29, 2014, File No. 001-10989.
10.14.3*	Amendment dated December 8, 2017 to Employee Protection and Noncompetition Agreement dated as of September 16, 2014 between Ventas, Inc. and Robert F. Probst.	Incorporated by reference herein. Previously filed as Exhibit 10.17.3 to our Annual Report on Form 10-K for the year ended December 31, 2017, filed on February 9, 2018, File No. 001-10989.
10.15.1*	Offer of Employment Term Sheet dated March 20, 2018 from Ventas, Inc. to Peter J. Bulgarelli.	Incorporated by reference herein. Previously filed as Exhibit 10.1.1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, filed on April 27, 2018, File No. 001-10989.

132

Exhibit Number	Description of Document	Location of Document
10.16.2*	Employee Protection and Noncompetition Agreement dated March 20, 2018 between Ventas, Inc. and Peter J. Bulgarelli.	Incorporated by reference herein. Previously filed as Exhibit 10.1.2 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, filed on April 27, 2018, File No. 001-10989.
10.17.1*	Offer Letter dated December 22, 2019 from Ventas, Inc. to Carey Shea Roberts.	Incorporated by reference herein. Previously filed as Exhibit 10.18.3 to our Annual Report on Form 10-K for the year ended December 31, 2020, filed on February 23, 2021, File No. 001-10989
10.17.2*	Employee Protection and Restrictive Covenants Agreement dated January 21, 2020 between Ventas, Inc. and Carey Shea Roberts.	Incorporated by reference herein. Previously filed as Exhibit 10.2.1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed on May 8, 2020, File No. 001-10989.
10.17.3*	Employment Bonus Agreement dated March 4, 2020 between Ventas, Inc. and Carey Shea Roberts.	Incorporated by reference herein. Previously filed as Exhibit 10.2.2 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed on May 8, 2020, File No. 001-10989.
10.18.1*	Offer Letter dated January 30, 2020 from Ventas, Inc. to J. Justin Hutchens.	Incorporated by reference herein. Previously filed as Exhibit 10.19.2 to our Annual Report on Form 10-K for the year ended December 31, 2020, filed on February 23, 2021, File No. 001-10989
10.18.2*	Employee Protection and Restrictive Covenants Agreement dated February 7, 2020 between Ventas, Inc. and J. Justin Hutchens.	Incorporated by reference herein. Previously filed as Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed on May 8, 2020, File No. 001-10989.
10.19*	Ventas Employee and Director Stock Purchase Plan, as amended.	Incorporated by reference herein. Previously filed as Exhibit 10.18 to our Annual Report on Form 10-K for the year ended December 31, 2008, filed on February 27, 2009, File No. 001-10989.
10.20*	Separation and Transition Agreement, dated as of January 21, 2023, between Ventas, Inc. and John D. Cobb.	Filed herewith.
21	Subsidiaries of Ventas, Inc.	Filed herewith.
22	List of Guarantors and Issuers of Guaranteed Securities.	Filed herewith.
23	Consent of KPMG LLP.	Filed herewith.
31.1	Certification of Debra A. Cafaro, Chairman and Chief Executive Officer, pursuant to Rule 13a-14(a) under the Exchange Act.	Filed herewith.
31.2	Certification of Robert F. Probst, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(a) under the Exchange Act.	Filed herewith.
32.1	Certification of Debra A. Cafaro, Chairman and Chief Executive Officer, pursuant to Rule 13a-14(b) under the Exchange Act and 18 U.S.C. 1350.	Filed herewith.
32.2	Certification of Robert F. Probst, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(b) under the Exchange Act and 18 U.S.C. 1350.	Filed herewith.
101	The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, formatted in iXBRL (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, (vi) Notes to the Consolidated Financial Statements and (vii) Schedule III and IV.	Filed herewith.

133

Exhibit Number	Description of Document	Location of Document
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).	Filed herewith.

* Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 15(b) of Form 10-K.

ITEM 16.    Form 10-K Summary

    None.

134

SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) 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: February 10, 2023

VENTAS, INC.
By:	/s/ DEBRA A. CAFARO
	Debra A. Cafaro  Chairman and Chief Executive Officer

    Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

135

Signature	Title	Date
/s/ DEBRA A. CAFARO	Chairman and Chief Executive Officer (Principal Executive Officer)	February 10, 2023
Debra A. Cafaro
/s/ ROBERT F. PROBST	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	February 10, 2023
Robert F. Probst
/s/ GREGORY R. LIEBBE	Senior Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer)	February 10, 2023
Gregory R. Liebbe
/s/ MELODY C. BARNES	Director	February 10, 2023
Melody C. Barnes
/s/ MICHAEL J. EMBLER	Director	February 10, 2023
Michael J. Embler
/s/ MATTHEW J. LUSTIG	Director	February 10, 2023
Matthew J. Lustig
/s/ ROXANNE M. MARTINO	Director	February 10, 2023
Roxanne M. Martino
/s/ MARGUERITE M. NADER	Director	February 10, 2023
Marguerite M. Nader
/s/ SEAN P. NOLAN	Director	February 10, 2023
Sean P. Nolan
/s/ WALTER C. RAKOWICH	Director	February 10, 2023
Walter C. Rakowich
/s/ ROBERT D. REED	Director	February 10, 2023
Robert D. Reed
/s/ SUMIT ROY	Director	February 10, 2023
Sumit Roy
/s/ JAMES D. SHELTON	Director	February 10, 2023
James D. Shelton
/s/ MAURICE S. SMITH	Director	February 10, 2023
Maurice S. Smith

136

EX-4.27

Exhibit 4.27

DESCRIPTION OF THE REGISTRANT’S SECURITIES

REGISTERED PURSUANT TO SECTION 12 OF THE

SECURITIES EXCHANGE ACT OF 1934

The summary set forth below describes the general terms and provisions of Ventas, Inc.’s common stock. The following description is only a summary and does not purport to be complete and is subject to and qualified in its entirety by reference to Ventas, Inc.’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”) and the Fifth Amended and Restated By-Laws of Ventas, Inc., as amended (the “Bylaws”), each of which is incorporated by reference in this Annual Report on Form 10-K. Unless the context requires otherwise, all references to “we”, “us” and “our” refer to Ventas, Inc.

General

The Certificate of Incorporation authorizes us to issue up to 600,000,000 shares of our common stock, par value $0.25 per share (“common stock”) and up to 10,000,000 shares of preferred stock, par value $1.00 per share (“preferred stock”). As of February 3, 2023, 399,993,581 shares of common stock were issued and outstanding and no shares of preferred stock were issued and outstanding. Our common stock is listed on the New York Stock Exchange under the symbol “VTR”.

All issued and outstanding shares of common stock are duly authorized, fully paid and nonassessable. Subject to the preferential rights of any other shares of capital stock and to certain provisions of the Certificate of Incorporation, holders of shares of common stock are entitled to receive distributions if, as and when authorized and declared by our Board of Directors (the “Board”) out of assets legally available therefor and to share ratably in our assets legally available for distribution to stockholders in the event of our liquidation, dissolution or winding-up after payment of, or adequate provision for, all of our known debts and liabilities. We currently expect to continue to make quarterly distributions, and from time to time we may make additional distributions.

Holders of shares of common stock are entitled to one vote per share on all matters on which the holders of common stock are entitled to vote. Holders of shares of common stock have no conversion, sinking fund, redemption or preemptive rights. Subject to certain provisions of the Certificate of Incorporation, shares of common stock have equal distribution, liquidation and other rights.

Restrictions on Ownership and Transfer

In order to preserve our ability to maintain our real estate investment trust status, our Certificate of Incorporation provides that if a person acquires beneficial ownership of more than 9% (or such greater percentage as may be determined by the Board), in number or value, of the outstanding shares of common stock, the shares that are beneficially owned in excess of such 9% limit are considered to be “excess shares.” Excess shares are automatically deemed transferred to a trust for the benefit of a charitable institution or other qualifying organization selected by our Board. The trust is entitled to all dividends with respect to the excess shares and the trustee may exercise all voting power over the excess shares. We have the right to buy the excess shares for a purchase price equal to the lesser of (1) the price per share in the transaction that created the excess shares, or (2) the market price on the date we buy the shares, and we may defer payment of the purchase price for up to five years. If we do not purchase the excess shares, the trustee of the trust is required to transfer the excess shares at the direction of our Board. The owner of the excess shares is entitled to receive the lesser of the proceeds from the sale of the excess shares or the original purchase price for such excess shares, and any additional amounts are payable to the beneficiary of the trust.

Certain Anti-Takeover Provisions in the Certificate of Incorporation and Bylaws

Some of the provisions in the Certificate of Incorporation and Bylaws could make it more difficult for a third party to acquire, or may discourage a third party from acquiring, control of us. These provisions include, among others: granting only to our Board or the Chairman of the Board the right to call special meetings of stockholders; allowing only our Board to fill newly created directorships; requiring advance notice for our stockholders to nominate candidates for election to our Board or to propose business to be considered by our stockholders at a meeting of our stockholders; and requiring that excess shares are automatically deemed transferred to a trust for the benefit of a charitable institution or other qualifying organization selected by our Board (See “—Restrictions on Ownership and Transfer”).

EX-10.10 1

1 VENTAS, INC. NON-EMPLOYEE DIRECTORS’ CASH COMPENSATION DEFERRAL PLAN As amended December 7, 2022 ARTICLE 1 INTRODUCTION 1.1 Establishment. Ventas, Inc. (the “Company”) hereby establishes the Ventas Non-Employee Directors’ Cash Compensation Deferral Plan (the “Plan”) for those directors of the Company who are not employees of the Company or any of its subsidiaries or affiliates. The Plan allows Non-Employee Directors to defer the receipt of cash compensation and to receive such deferred compensation in the form of Shares. 1.2 Purpose. The Plan is intended to advance the interests of the Company and its stockholders by providing a means to attract and retain qualified persons to serve as Non-Employee Directors and to promote ownership by Non- Employee Directors of a greater proprietary interest in the Company, thereby aligning such Directors’ interests more closely with the interests of stockholders of the Company. 1.3 Effective Date. The Plan shall become effective as of September 9, 2004 (the “Effective Date”). ARTICLE 2 DEFINITIONS Certain terms used in this Plan have the meanings set forth in the Appendix. ARTICLE 3 SHARES AVAILABLE UNDER THE PLAN Subject to adjustment as provided in Article 10, the maximum number of Shares that may be distributed in settlement of Stock Unit Accounts under the Plan shall be five hundred thousand (500,000). Such Shares may include authorized but unissued Shares, treasury Shares or Shares that have been reacquired by the Company. ARTICLE 4 ADMINISTRATION The Plan shall be administered by the Nominating and Governance Committee of the Board or such other committee as may be designated by the Board. The Committee shall have the authority to make all determinations it deems necessary or advisable for administering the Plan, subject to the express provisions of the Plan. Notwithstanding the foregoing, no Director who is a Participant under the Plan shall participate in any determination relating solely or primarily to his or her own Shares, Stock Units or Stock Unit Account. ARTICLE 5 ELIGIBILITY Each person who is a Non-Employee Director on a Deferral Date shall be eligible to defer Fees payable on such date in accordance with Article 6 of the Plan. If any Non-Employee Director subsequently becomes an employee of the Company or any of its subsidiaries, but does not incur a Termination of Service, such Director shall continue as a Participant with respect to Fees previously deferred, but shall cease eligibility with respect to all future Fees, if any, earned while an employee.

2 ARTICLE 6 DEFERRAL ELECTIONS IN LIEU OF CASH PAYMENTS 6.1 General Rule. Each Non-Employee Director may, in lieu of receipt of Fees, defer any or all of such Fees in accordance with this Article 6, provided that such Non-Employee Director is eligible under Article 5 of the Plan to defer such Fees at the date any such Fees are otherwise payable. A Director may elect to defer a percentage of his or her Fees or a specific dollar amount of his or her Fees in accordance with administrative procedures established with respect to the Plan. 6.2 Timing of Election. Each Non-Employee Director who is serving on the Board on the Effective Date may make a Deferral Election at any time prior to the Effective Date. Any person who is not then serving as a Non- Employee Director may make a Deferral Election before the first date on which he or she is entitled to receive Fees. A Non-Employee Director who does not make a Deferral Election when first eligible to do so may make a Deferral Election at such time before any subsequent calendar year in accordance with administrative procedures established with respect to the Plan. 6.3 Effect and Duration of Election. A Deferral Election shall apply to Fees payable after the date such election is made and shall be deemed to be continuing and applicable to all Fees payable in subsequent calendar years, unless the participant revokes or modifies such election by filing a new election form at such time before the first day of any subsequent calendar year in accordance with administrative procedures established with respect to the Plan, effective for all Fees payable on and after the first day of such calendar year. 6.4 Form of Election. A Deferral Election shall be made in a manner satisfactory to the Committee. Generally, a Deferral Election shall be made by completing and filing the specified election form with the Corporate Secretary or his or her designee within the period described in Section 6.2 or Section 6.3. 6.5 Establishment of Stock Unit Account. The Company shall establish a Stock Unit Account for each Participant. All Fees deferred pursuant to this Article 6 shall be credited to the Participant’s Stock Unit Account as of the Deferral Date and converted to Stock Units. The number of Stock Units credited to a Participant’s Stock Unit Account as of a Deferral Date shall equal the amount of the deferred Fees divided by the Fair Market Value of a Share on such Deferral Date, with fractional units calculated to three decimal places. Fractional Stock Units shall be credited cumulatively, but any fractional Stock Unit in a Participant’s Stock Unit Account at the time of a distribution under Article 7 shall be converted into cash equal to the Fair Market Value of a corresponding fractional Share on the date of distribution. 6.6 Crediting of Dividend Equivalents. As of each dividend payment date with respect to Shares, each Participant shall be paid outright or have credited to his or her Stock Unit Account, as elected in advance by the Participant in accordance with procedures established by the Committee, a dollar amount equal to the amount of cash dividends that would have been paid on the number of Shares equal to the number of Stock Units credited to the Participant’s Stock Unit Account as of the close of business on the record date for such dividend. Such dollar amount if credited to the Participant’s Stock Unit Account shall then be converted into a number of Stock Units equal to the number of whole and fractional Shares that could have been purchased with such dollar amount at Fair Market Value on the dividend payment date. ARTICLE 7 SETTLEMENT OF STOCK UNITS 7.1 Timing of Payment. A Participant shall receive or begin receiving a distribution of his or her Stock Unit Account in the manner described in Section 7.2 either (i) on or as soon as administratively feasible after the Participant incurs a Termination of Service, (ii) if the Participant has made an election to defer payment in accordance with this Section, on or as soon as administratively feasible after January 1 of the year immediately following the date on which the Participant incurs a Termination of Service, or (iii) if the Participant has made an election to defer payment in accordance with this Section, on or as soon as administratively feasible after the date specified by the Participant. A Participant must deliver an election to defer the distribution or commencement of distribution to the Corporate Secretary or his or her designee such period in advance and in such manner as determined by the Committee.

3 7.2 Payment Options. A Deferral Election filed under Article 6 shall specify whether the Participant’s Stock Unit Account is to be settled by delivering to the Participant the number of Shares equal to the number of whole Stock Units then credited to the Participant’s Stock Unit Account, in either (i) a lump sum, or (ii) substantially equal annual installments over a period not to exceed ten years, provided that such installment payments do not extend more than ten years after the Participant’s Termination of Service as a Director. Any fractional Stock Unit credited to a Participant’s Stock Unit Account at the time of a distribution shall be paid in cash at the time of such distribution. A Participant may change the manner in which his or her Stock Unit Account is distributed in accordance with such procedures established by the Committee. 7.3 Payment Upon Death of a Participant. If a Participant dies before the entire balance of his or her Stock Unit Account has been distributed, the balance of the Participant’s Stock Unit Account shall be paid in Shares as soon as administratively feasible after the Participant’s death, to the beneficiary designated by the Participant under Article 9. 7.4 Continuation of Dividend Equivalents. If payment of Stock Units is deferred pursuant to Section 7.2, the Participant’s Stock Unit Account shall continue to be credited with dividend equivalents as provided in Section 6.6 until the entire balance of the Participant’s Stock Unit Account has been distributed. ARTICLE 8 UNFUNDED STATUS 8.1 General. The interest of each Participant in any Fees deferred under the Plan (and any Stock Units or Stock Unit Account relating thereto) shall be that of a general creditor of the Company. Stock Unit Accounts, and Stock Units credited thereto, shall at all times be maintained by the Company as bookkeeping entries evidencing unfunded and unsecured general obligations of the Company. Except as provided in Section 8.2, no money or other assets shall be set aside for any Participant. 8.2 Trust. To the extent determined by the Board, the Company may transfer funds necessary to fund all or part of the payments under the Plan to a trust; provided, the assets held in such trust shall remain at all times subject to the claims of the general creditors of the Company. No participant or beneficiary shall have any interest in the assets held in such trust or in the general assets of the Company other than as a general, unsecured creditor. Accordingly, the Company shall not grant a security interest in the assets held by the trust in favor of any Participant, beneficiary or creditor. ARTICLE 9 DESIGNATION OF BENEFICIARY Each Participant may designate, on a form provided by the Committee, one or more beneficiaries to receive payment of the Participant’s Stock Unit Account in the event of such Participant’s death. The Company may rely upon the beneficiary designation list filed with the Committee, provided that such form was executed by the Participant or his or her legal representative and filed with the Committee prior to the Participant’s death. If a Participant has not designated a beneficiary, or if the designated beneficiary is not surviving when a payment is to be made to such person under the Plan, the beneficiary with respect to such payment shall be the Participant’s surviving spouse, or if there is no surviving spouse, the Participant’s estate. ARTICLE 10 ADJUSTMENT PROVISIONS In the event of a reorganization, recapitalization, stock split, stock dividend, spin-off, combination, corporate exchange, merger, consolidation or other change in the Common Stock or any distribution to stockholders of Common Stock other than cash dividends or any transaction determined in good faith by the Board or Committee to be similar to the foregoing, the Board or Committee shall make appropriate equitable changes in the number and type of Shares authorized by this Plan, and the number and type of Shares to be delivered upon settlement of Stock Unit Accounts under Article 7. Any adjustments pursuant to this Article 10 to Stock Units that are considered 409A Stock Units are

4 intended to be made only if permitted by Code Section 409A and only in a manner in compliance with the requirements of Code Section 409A and any adjustments made pursuant to this Article 10 to Stock Units that are not considered 409A Stock Units are intended to be made only if and in such a manner that after such adjustment the Stock Units either continue not to be 409A Stock Units or comply with the requirements of Code Section 409A. ARTICLE 11 GENERAL PROVISIONS 11.1 No Stockholder Rights Conferred. Nothing contained in the Plan will confer upon any Participant or beneficiary any rights of a Stockholder of the Company, unless and until Shares are in fact issued or transferred to such Participant or beneficiary in accordance with Article 7. 11.2 Changes to The Plan. The Board may amend, alter, suspend, discontinue, extend, or terminate the Plan without the consent of Participants; provided, no action taken without the consent of an affected Participant may materially impair the rights of such Participant with respect to any Stock Units credited to his or her Stock Unit Account at the time of such change or termination except that the Board may without the consent of any Participant terminate the Plan and pay out Shares with respect to Stock Units then credited to Participant’s Stock Unit Account. 11.3 Compliance With Laws and Obligations. The Company will not be obligated to issue or deliver Shares in connection with the Plan in a transaction subject to the registration requirements of the Securities Act of 1933, as amended, or any other federal or state securities law, any requirement under any listing agreement between the Company and any national securities exchange or automated quotation system or any other laws, regulations, or contractual obligations of the Company, until the Company is satisfied that such laws, regulations and other obligations of the Company have been complied with in full. Certificates representing Shares delivered under the Plan will be subject to such restrictions as may be applicable under such laws, regulations and other obligations of the Company. 11.4 Limitations on Transferability. Stock Units and other rights under the Plan may not be pledged, mortgaged, hypothecated or otherwise encumbered, and shall not be subject to the claims of creditors of any Participant. 11.5 Governing Law. The validity, construction and effect of the Plan and any agreement hereunder will be determined in accordance with the Delaware General Corporation Law. 11.6 Plan Termination. Unless earlier terminated by action of the Board, the Plan will remain in effect until such time as no Shares remain available for delivery under the Plan and the Company has no further rights or obligations under the Plan. ARTICLE 12 COMPLIANCE WITH CODE SECTION 409A 12.1 409A Stock Units. The provisions of this Article 12 apply to any 409A Stock Units, notwithstanding any provisions to the contrary contained in the Plan or the Deferral Election. The Company intends that Stock Units payable under the Plan shall satisfy the requirements for exemption from, or compliance with, Code Section 409A and that all terms and provisions shall be interpreted, operated and administered to satisfy such requirements. It is intended that each 409A Stock Unit complies with the deferral, payout and other limitations and restrictions imposed under Code Section 409A. This Article 12 is not intended to impose any restrictions on Stock Units other than those required for the Participant not to incur additional tax under Code Section 409A and shall be interpreted and operated accordingly. Notwithstanding any other provision in the Plan, the Company makes no representation that Stock Units under the Plan shall be exempt from, or comply with, Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to Stock Units granted under the Plan. No provision of the Plan shall be interpreted or construed to transfer any liability for failure to comply with Code Section 409A from the Participant or any other individual to the Company. 12.2 Deferral Elections. Except as otherwise permitted or required by Code Section 409A, the following requirements apply to any Deferral Election that may be permitted or required by the Committee pursuant to a 409A

5 Stock Unit: (i) A Deferral Election must be in writing and specify the amount being deferred and the time and form of distribution as permitted by the Plan; and (ii) A Deferral Election shall become irrevocable as of the deadline specified by the Committee, which shall not be later than December 31 of the year preceding the year in which services are performed for such Fees. 12.3 Subsequent Elections. Except as otherwise permitted or required by Code Section 409A, a 409A Stock Unit which permits a subsequent Deferral Election to further defer the distribution or change the form of distribution shall comply with the following requirements: (i) No subsequent Deferral Election may take effect until at least twelve months after the date on which the subsequent Deferral Election is made; (ii) Each subsequent Deferral Election related to a distribution upon Termination of Service, a specified time or a 409A Change in Control must result in a delay of the distribution for a period of not less than 5 years from the date such distribution would otherwise have been made; and (iii) No subsequent Deferral Election related to a distribution to be made at a specified time or pursuant to a fixed schedule shall be made less than twelve months prior to the date the first scheduled payment would otherwise be made. 12.4 Distributions. Except as otherwise permitted or required by Code Section 409A, no distribution in settlement of a 409A Stock Unit may commence earlier than (i) Termination of Service; (ii) a specified time (or pursuant to a fixed schedule) that is specified by the Participant in a Deferral Election complying with this Article 12; or (iii) a 409A Change in Control. Notwithstanding anything to the contrary, to the extent that distribution of a 409A Stock Unit is triggered by a Participant’s Termination of Service, if the Participant is then a Specified Employee, no distribution shall be made before the earlier of (i) six (6) months after the Participant’s Termination of Service; or (ii) the date of the Participant’s death. Should the limitation set forth in the preceding sentence result in payment later than otherwise provided in the Plan or 409A Stock Unit, on the first day any such payment may be made without incurring additional tax pursuant to Code Section 409A, such payment shall be made to the Participant in one transfer. Notwithstanding anything contained in the Plan or Stock Unit to the contrary, the date on which a Participant’s Termination of Service occurs shall be treated as the Participant’s termination of employment or service date or comparable concept for purposes of determining the timing of distributions under the Plan and Stock Unit to the extent necessary to have such distributions under the Plan and Stock Unit be exempt from or comply with the requirements of Code Section 409A. If a 409A Stock Unit is to be paid in two or more installments, for purposes of Code Section 409A, each installment shall be treated as a separate payment. No 409A Stock Unit shall be subject to acceleration or to any change in the specified time or schedule of distribution, except as permitted by Code Section 409A or as otherwise provided under the Plan or Stock Unit and consistent with Code Section 409A. 12.5 2008 Elections. Notwithstanding the general timing requirements for Deferral Elections, the Committee may, to the extent permitted by Notice 2007-86, allow Participants to make by December 31, 2008 new Deferral Elections with respect to the timing of distributions of Stock Units. Any Deferral Election with respect to the timing of distributions of Stock Units made in accordance with the preceding sentence shall not be treated as a change in either the form or timing of payment for purposes of Code Section 409A or the Plan. No Deferral Election pursuant to this Section 12.5 shall be effective to the extent that it relates to Stock Units that would otherwise be distributed to the Participant in 2008 or would cause Stock Units to be distributed to the Participant in 2008. APPENDIX 1 “409A Change in Control” means to the extent necessary for the 409A Stock Units to comply with Code Section 409A, at a minimum a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, within the meaning of subsection (a)(2)(A)(v) of Code Section 409A. “409A Stock Unit” means a Stock Unit that constitutes “deferral of compensation” subject to the requirements of Code Section 409A. “Board” means the Board of Directors of the Company. “Code Section 409A” means section 409A of the Internal Revenue Code of 1986, as amended. “Committee” means the Nominating and Governance Committee of Board or such other committee appointed to administer the Plan under Article 4.

6 “Common Stock” means the Company’s class of capital stock designed as Common Stock, or, in the event that the outstanding shares of Common Stock are after the Effective Date recapitalized, converted into or exchanged for different stock or securities of the Company, such other stock or securities. “Company” means Ventas, Inc. a Delaware corporation, or any successor thereto. “Deferral Date” means the date Fees would otherwise have been paid to the Participant. “Deferral Election” means a written election to defer Fees under the Plan or an election as to the form of distribution (but not an election as to the medium of payment). “Director” means any individual who is a member of the Board. “Fair Market Value” of a share of Common Stock means, as of any applicable date, the closing sale price of the Shares on the New York Stock Exchange or any national or regional stock exchange in which the Shares are traded, or if no such reported sale of the Shares shall have occurred on such date, on the next preceding date on which there was such a reported sale. If there shall be any material alternation in the present system of reporting sale prices of the Shares, or if the Shares shall no longer be listed on the New York Stock Exchange or a national or regional stock exchange, the fair market value of the Shares as of a particular date shall be determined by such method as shall be determined by the Committee. “Fees” means all or part of any retainer or meeting fees payable in cash to a Non-Employee Director in his or her capacity as a Director. Fees shall not include any expenses paid directly or through reimbursement. “Non-Employee Director” means a Director who is not an employee of the Company or any of its subsidiaries or affiliates. For purposes of the Plan, an employee is an individual whose wages are subject to withholding of federal income tax under Section 3401 of the Internal Revenue Code of 1986, as amended. “Participant” means a Non-Employee Director who defers Fees under Article 6 of the Plan. “Shares” means shares of the Common Stock. “Stock Units” means the credits to a Participant’s Stock Unit Account under Article 6 of the Plan, each of which represents the right to receive one Share upon settlement of the Stock Unit Account. “Stock Unit Account” means the bookkeeping account established by the Company pursuant to Section 6.5. “Termination of Service” means “separation from service” pursuant to Code Section 409A, as determined, and in accordance with the methodology selected, by the Company, consistent with Code Section 409A.

EX-10.10 3

NON-EMPLOYEE DIRECTORS’ CASH COMPENSATION DEFERRAL PLAN DIRECTOR FEE AND DIVIDEND DEFERRAL ELECTION FORM I. ELECTION TO DEFER DIRECTOR FEES Pursuant to the Ventas Non-Employee Directors’ Cash Compensation Deferral Plan (formerly known as the “Nonemployee Directors’ Deferred Stock Compensation Plan” and hereinafter the “Plan”), as and to the extent indicated in the table below, I hereby elect to have director fees payable to me for services performed during calendar years commencing after I make this election (the “Director Fees”) deferred and credited to a Stock Unit Account for me. I understand that I may not revoke or modify this election with respect to director fees earned for services performed in any calendar year that has commenced and that I may only modify my election to defer (or not to defer) Director Fees earned for services performed in a subsequent calendar year if I submit a new Election Form to Ventas before the first day of such calendar year. INSTRUCTIONS: PLEASE CHOOSE ONE OPTION BELOW. IF YOU CHOOSE TO SPECIFY AMOUNTS TO DEFER, PLEASE SEE SECTION II OF THIS FORM FOR ADDITIONAL ITEMS. No Deferral ____________ percent (%) OR $_______________ dollars per calendar quarter II. DIVIDENDS AND PAYMENT OPTIONS FOR DEFERRED UNITS A. DIVIDENDS. With respect to the Director Fees I have elected to defer hereunder, I hereby elect to have dividend equivalents with respect to Stock Units attributable to such Director Fees paid as indicated in the table below. INSTRUCTIONS: PLEASE CHOOSE ONE OF THE OPTIONS IN THE TABLE BELOW, THEN SCROLL DOWN TO THE NEXT SECTION OF THIS FORM FOR ADDITIONAL ITEMS. paid to me in cash as soon as practicable after dividends are paid on Shares of Ventas, Inc. converted to additional Stock Units and distributed at the time and in the manner selected in this Election Form for the portion of my Stock Unit Account that is attributable to Director Fees deferred hereunder. (PLEASE NOTE: elections with respect to dividends apply regardless of the form of the dividend.)

2 Director Deferred Fees Election Form Rev. 11.22.2022 B. PAYMENT OPTIONS 1. Distribution of Stock Units Attributable to Deferred Director Fees. I hereby direct that distribution of any Stock Units attributable to my Director Fees deferred hereunder be paid after my Termination of Service, as follows: INSTRUCTIONS: PLEASE CHOOSE ONE OF THE OPTIONS IN EACH OF THE TABLES BELOW, THEN SCROLL DOWN TO THE NEXT SECTION OF THIS FORM FOR AN ADDITIONAL ITEM. (a) In the form of: a lump sum payment a series of annual payments over years (PLEASE NOTE: the number of years must be 10 years or less, and the period may not extend more than 10 years beyond your Termination of Service) (b) To be paid or to commence as soon as administratively feasible (but not later than 30 days) after: my Termination of Service January 1 of the calendar year immediately following my Termination of Service other: ______________________________ (please specify date) (PLEASE NOTE: payments to be made in a series of annual payments will commence on the earlier of the date specified or the date of your Termination of Service)

3 Director Deferred Fees Election Form Rev. 11.22.2022 2. Change in Control Accelerated Payment. INSTRUCTIONS: CHECK THE BOX BELOW ONLY IF YOU WISH TO MAKE THIS ELECTION, THEN PLEASE SCROLL TO THE SIGNATURE PAGE AT THE END OF THE FORM, SIGN IT AND CLICK “FINISH.” Notwithstanding the above elections, I hereby direct that distribution of my Stock Unit Account attributable to my Director Fees deferred hereunder be accelerated and occur in a lump sum upon a Change in Control (as defined in the Ventas, Inc. 2022 Incentive Plan), provided such Change in Control also constitutes a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company within the meaning of Section 409A(a)(2)(A)(v) of the Code. III. ACKNOWLEDGEMENTS By signing this Election Form, I hereby acknowledge my understanding and acceptance of the following: 1. Irrevocable Election. I may not revoke or modify my election with respect to Director Fees earned for services performed during the calendar year after I make this election. I may only revoke or modify this election (i) by submitting a completed Election Form to the Company prior to January 1 of a calendar year which shall apply only to payments for services rendered commencing on or after such January 1; and (ii) in such limited circumstances as the Committee may permit in accordance with law and Section 409A of the Code. Accordingly, I understand that my election will continue in effect from year to year unless and until I timely make a different prospective election. I do not expect to be able to make any changes to the manner or timing of distributions set forth in this Election Form with respect to Director Fees earned for services performed for a calendar year after such calendar year has already commenced. 2. Company Right to Terminate Plan. Notwithstanding any election made herein, the Company reserves the right to transfer to me all of the Shares associated with Stock Units attributable to Director Fees deferred under the Plan upon a termination of the Plan, to the extent permitted under Section 409A of the Code. 3. Tax Code Section 409A Dealing with Deferred Compensation. I understand that this election shall be construed in accordance with the terms and provisions set forth in this Election Form, as well as the Plan and the requirements of Section 409A of the Code. To the extent Section 409A of the Code is applicable to any Stock Unit or any Stock Unit Account, it is intended that such Stock

4 Director Deferred Fees Election Form Rev. 11.22.2022 Unit and Stock Unit Account comply with the deferral, payout and other limitations and restrictions imposed under Section 409A of the Code. Notwithstanding any other provision in this Election Form, the Company, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this election to help distributions qualify for exemption from or compliance with Section 409A of the Code; provided, however, that the Company makes no representation that any Stock Units or any Stock Unit Account under the Plan shall be exempt from or comply with Section 409A of the Code and makes no undertaking to comply with Section 409A of the Code or to preclude Section 409A of the Code from applying to any Stock Units or any Stock Unit Accounts. I understand that Section 409A of the Code is complex, that any additional taxes and other liabilities under Section 409A of the Code are my responsibility and that the Company encourages me to consult a tax advisor regarding the potential impact of Section 409A of the Code. 4. Capitalized Terms. Capitalized terms used but not defined herein have the meanings specified in the Plan. [SIGNATURE PAGE FOLLOWS]

5 Director Deferred Fees Election Form Rev. 11.22.2022 By signing this Election Form, I hereby acknowledge my understanding of, and my agreement with, all of the terms and provisions set forth in this Election Form, as well as the terms and conditions set forth in the Plan and any applicable award agreements thereunder. Dated: Participant’s Signature Participant’s Name The signature below confirms Ventas, Inc. received this Election Form on . [add date] VENTAS, INC. By: Name: Carey S. Roberts Title: Executive Vice President and General Counsel

EX-10.11 2

1 Non-Employee Directors’ Equity Award Deferral Program VENTAS, INC. NON-EMPLOYEE DIRECTORS’ EQUITY AWARD DEFERRAL PROGRAM adopted pursuant to the Ventas, Inc. 2022 Incentive Plan December 7, 2022 ARTICLE 1 INTRODUCTION 1.1 Establishment. Ventas, Inc. (the “Company”) hereby establishes the Ventas, Inc. Non-Employee Directors’ Equity Award Deferral Program (the “Program”) for those directors of the Company who are not employees of the Company or any of its subsidiaries or affiliates (“Non-Employee Directors”). This Program allows Non-Employee Directors to defer the receipt of Shares underlying Restricted Stock Units granted under the Ventas, Inc. 2022 Incentive Plan or any successor plan (collectively the “Plan”) that would otherwise be distributable upon settlement of those awards, pursuant to Section XVI of the Plan or any successor provision. 1.2 Purpose. The Program is intended to advance the interests of the Company and its stockholders by providing a means to attract and retain qualified persons to serve as Non-Employee Directors and to promote ownership by Non-Employee Directors of a greater proprietary interest in the Company, thereby aligning such Directors’ interests more closely with the interests of stockholders of the Company. 1.3 Effective Date. The Program is available for RSUs granted to Non-Employee Directors on or after January 1, 2023 (the “Effective Date”). ARTICLE 2 DEFINITIONS Terms used herein shall have the meanings set forth in the Appendix or in the Plan. In the event of any conflict, the meanings set forth in the Plan shall govern, except to the extent necessary to comply with Code Section 409A. ARTICLE 4 ADMINISTRATION The Program shall be administered by the Compensation Committee of the Board or such other committee as may be designated by the Board. The Committee shall have the authority to make all determinations it deems necessary or advisable for administering the Program, subject to the express provisions of the Program and the Plan. Notwithstanding the foregoing, no Director who is a Participant in the Program shall participate in any determination relating solely or primarily to his or her own Stock Units or Stock Unit Account. ARTICLE 5 ELIGIBILITY Each person who is a Non-Employee Director shall be eligible to defer receipt of Shares underlying RSUs in accordance with Article 6 of this Program. If any Non-Employee Director subsequently becomes an employee of the Company or any of its subsidiaries, but does not incur a Termination of Service, such Director shall continue as a Participant with respect to RSUs previously granted or subject to a deferral election for the year in which such Non- Employee Director becomes an employee of the Company or any of its subsidiaries, but shall otherwise cease eligibility.

2 Non-Employee Directors’ Equity Award Deferral Program ARTICLE 6 DEFERRAL ELECTIONS 6.1 General Rule. Each Non-Employee Director may defer receipt of all of the Shares issuable upon settlement of any RSUs granted to such Non-Employee Director pursuant to the Plan, in accordance with this Article 6, provided that such Non-Employee Director is eligible under Article 5 of this Program to defer such receipt on the applicable Grant Date. 6.2 Timing of Election. Each Non-Employee Director may make a Deferral Election at any time prior to January 1 of any calendar year. Such election will apply only to RSUs granted on or after such January 1 as compensation for services provided after such January 1. Any director nominee not yet eligible to participate in the Program and who has not otherwise been eligible to participate in any nonqualified deferred compensation plan of the Company may make a Deferral Election prior to or within 30 days after his or her commencement of service as a Non-Employee Director with respect to RSUs granted for services performed following the date on which such selection is made. A Non-Employee Director who does not make a Deferral Election when first eligible to do so may make a Deferral Election at any time prior to January 1 of any calendar year with respect to RSUs granted on or after such January 1. 6.3 Effect and Duration of Election. A Deferral Election shall apply to RSUs granted on or after January 1 following the date such election is made (for services performed on or after such date) and shall be deemed to be continuing and applicable to all RSUs granted in subsequent calendar years, unless the Participant revokes or modifies such election by filing a new Deferral Election before the first day of any subsequent calendar year in accordance with administrative procedures established with respect to this Program, effective for RSUs to be granted on or after the first day of such subsequent calendar year. 6.4 Form of Election. A Deferral Election shall be made in a manner satisfactory to the Committee. Generally, a Deferral Election shall be made by completing and filing the specified election form with the Corporate Secretary or his or her designee within the period described in Section 6.2 or Section 6.3. 6.5 Establishment of Stock Unit Account. The Company shall establish a Stock Unit Account for each Participant. All RSUs deferred pursuant to this Article 6 shall be credited to the Participant’s Stock Unit Account as of the Deferral Date. The number of Stock Units credited to a Participant’s Stock Unit Account as of a Deferral Date shall equal the number of Shares that would have been paid to the Participant on the Deferral Date had a deferral election not been in effect. 6.6 Payment of Dividend Equivalents. As of each dividend payment date with respect to Shares, each Participant shall be paid outright or have credited to his or her Stock Unit Account, as elected in advance by the Participant in accordance with procedures established by the Committee, a dollar amount equal to the amount of cash dividends that would have been paid (in respect of a cash dividend) or that number of Stock Units equal to the number of shares that would have been issued (in respect of a share dividend) on the number of Shares equal to the number of Stock Units credited to the Participant’s Stock Unit Account as of the close of business on the record date for such dividend. Such dollar amount if credited to the Participant’s Stock Unit Account shall then be converted into a number of Stock Units equal to the number of whole and fractional Shares that could have been purchased with such dollar amount at Fair Market Value on the dividend payment date. ARTICLE 7 SETTLEMENT OF STOCK UNITS 7.1 Timing of Payment. A Participant shall receive or begin receiving a distribution of his or her Stock Unit Account (or applicable portion thereof) in the manner described in Section 7.2 either (i) on the date the Participant incurs a Termination of Service, (ii) if the Participant has made an election to defer receipt in accordance with this Section, on January 1 of the year immediately following the date on which the Participant incurs a Termination of Service, or (iii) if the Participant has made an election to defer receipt in accordance with this Section, on the date

3 Non-Employee Directors’ Equity Award Deferral Program specified by the Participant. A Participant must deliver an election to defer the distribution or commencement of distribution to the Corporate Secretary or his or her designee during such period and in such manner as determined by the Committee. Notwithstanding the foregoing, any distribution may be made (or commence, as applicable) within thirty (30) days following the applicable distribution date or event (provided that in the event such thirty (30) day period spans two (2) calendar years, in no event shall the Participant be permitted to select which of such calendars the payment will be paid (or commence)). 7.2 Payment Options. A Deferral Election filed under Article 6 shall specify whether the Participant’s Stock Unit Account is to be settled by delivering to the Participant the number of Shares equal to the number of whole Stock Units then credited to the Participant’s Stock Unit Account, in either (i) a lump sum, or (ii) substantially equal annual installments over a period not to exceed ten years, provided that such installment payments do not extend more than ten years after the Participant’s Termination of Service as a Director. Any fractional Stock Unit credited to a Participant’s Stock Unit Account at the time of a distribution shall be paid in cash at the time of such distribution. A Participant may change the manner in which his or her Stock Unit Account is distributed in accordance with such procedures established by the Committee, subject to compliance with Code Section 409A. 7.3 Payment Upon Death of a Participant. If a Participant dies before the entire balance of his or her Stock Unit Account has been distributed, the balance of the Participant’s Stock Unit Account shall be paid in Shares as soon as administratively feasible after, but no later than ninety (90) days after, the Participant’s death, to the beneficiary designated by the Participant under Article 9. ARTICLE 8 UNFUNDED STATUS 8.1 General. The interest of each Participant in any RSUs deferred under this Program (and any Stock Unit Account relating thereto) shall be that of a general creditor of the Company. Stock Unit Accounts, and Stock Units credited thereto, shall at all times be maintained by the Company as bookkeeping entries evidencing unfunded and unsecured general obligations of the Company. Except as provided in Section 8.2, no money or other assets shall be set aside for any Participant. 8.2 Trust. To the extent determined by the Board, the Company may transfer funds (including cash or property) necessary to fund all or part of the payments under this Program to a trust; provided, the assets held in such trust shall remain at all times subject to the claims of the general creditors of the Company. No participant or beneficiary shall have any interest in the assets held in such trust or in the general assets of the Company other than as a general, unsecured creditor. Accordingly, the Company shall not grant a security interest in the assets held by the trust in favor of any Participant, beneficiary or creditor. ARTICLE 9 DESIGNATION OF BENEFICIARY Each Participant may designate, on a form provided by the Committee, one or more beneficiaries to receive shares held in the Participant’s Stock Unit Account in the event of such Participant’s death. The Company may rely upon the beneficiary designation last filed with the Committee, provided that such form was executed by the Participant or his or her legal representative and filed with the Committee prior to the Participant’s death. If a Participant has not designated a beneficiary, or if the designated beneficiary is not surviving when a payment is to be made to such person under this Program, the beneficiary with respect to such payment shall be the Participant’s surviving spouse, or if there is no surviving spouse, the Participant’s estate. ARTICLE 10 ADJUSTMENT PROVISIONS In the event of a reorganization, recapitalization, stock split, stock dividend, spin-off, combination, corporate exchange, merger, consolidation or other change in the Common Stock or any distribution to stockholders of

4 Non-Employee Directors’ Equity Award Deferral Program Common Stock other than cash dividends or any transaction determined in good faith by the Board or Committee to be similar to the foregoing, the Board or Committee shall make appropriate equitable changes in the number and type of Shares to be delivered upon settlement of Stock Unit Accounts under Article 7. Any adjustments taken pursuant to Section 4.3 of the Plan to with respect to Stock Units that are considered 409A Stock Units are intended to be made only if permitted by Code Section 409A and only in a manner in compliance with the requirements of Code Section 409A and any adjustments taken pursuant to Section 4.3 of the Plan with respect to Stock Units that are not considered 409A Stock Units are intended to be made only if and in such a manner that after such action the Stock Units either continue not to be 409A Stock Units or comply with the requirements of Code Section 409A. ARTICLE 11 GENERAL PROVISIONS 11.1 No Stockholder Rights Conferred. Nothing contained in this Program will confer upon any Participant or beneficiary any rights of a stockholder of the Company, unless and until Shares are in fact issued or transferred to such Participant or beneficiary in accordance with Article 7. 11.2 Changes to The Program. The Board or Committee may amend, alter, suspend, discontinue, extend, or terminate this Program without the consent of Participants; provided, no action taken without the consent of an affected Participant may materially impair the rights of such Participant with respect to any Stock Units credited to his or her Stock Unit Account at the time of such change or termination except that the Board may without the consent of any Participant terminate the Program and pay out Shares with respect to Stock Units then credited to Participant’s Stock Unit Account. 11.3 Compliance with Laws and Obligations. The Company will not be obligated to issue or deliver Shares in connection with the Program in a transaction subject to the registration requirements of the Securities Act of 1933, as amended, or any other federal or state securities law, any requirement under any listing agreement between the Company and any national securities exchange or automated quotation system or any other laws, regulations, or contractual obligations of the Company, until the Company is satisfied that such laws, regulations and other obligations of the Company have been complied with in full. Certificates representing Shares delivered under the Program will be subject to such restrictions as may be applicable under such laws, regulations and other obligations of the Company. 11.4 Limitations on Transferability. Stock Units and other rights under the Program may not be pledged, mortgaged, hypothecated or otherwise encumbered, and shall not be subject to the claims of creditors of any Participant. No Stock Unit or Stock Unit Account shall otherwise be transferable unless permitted by the Committee (and in compliance with Code Section 409A). 11.5 Governing Law. The validity, construction and effect of the Program and any agreement hereunder will be determined in accordance with the Delaware General Corporation Law. 11.6 Program Termination and Amendment. The Committee may amend or terminate the Program at any time subject to compliance with Code Section 409A and any other applicable legal requirements. ARTICLE 12 COMPLIANCE WITH CODE SECTION 409A 12.1 409A Stock Units. The provisions of this Article 12 apply to any 409A Stock Units, notwithstanding any provisions to the contrary contained in this Program or the Deferral Election. The Company intends that Stock Units payable under this Program shall satisfy the requirements for exemption from, or compliance with, Code Section 409A and that all terms and provisions shall be interpreted, operated and administered to satisfy such requirements. It is intended that each 409A Stock Unit complies with the deferral, payout and other limitations and restrictions imposed under Code Section 409A. This Article 12 is not intended to impose any restrictions on Stock Units other than those required for the Participant not to incur additional tax under Code Section 409A and shall be interpreted and operated accordingly. Notwithstanding any other provision in this Program, the Company makes no

5 Non-Employee Directors’ Equity Award Deferral Program representation that Stock Units under this Program shall be exempt from, or comply with, Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to Stock Units granted under this Program. No provision of this Program shall be interpreted or construed to transfer any liability for failure to comply with Code Section 409A from the Participant or any other individual to the Company. 12.2 Deferral Elections. Except as otherwise permitted or required by Code Section 409A, the following requirements apply to any Deferral Election that may be permitted or required by the Committee pursuant to a 409A Stock Unit: (i) A Deferral Election must be in writing and specify the time and form of distribution as permitted by the Program; and (ii) A Deferral Election shall become irrevocable as of the deadline specified by the Committee, which shall not be later than December 31 of the year preceding the year in which services are performed for which RSUs are granted. 12.3 Subsequent Elections. Except as otherwise permitted or required by Code Section 409A, a 409A Stock Unit which permits a subsequent Deferral Election to further defer the distribution or change the form of distribution shall comply with the following requirements: (i) No subsequent Deferral Election may take effect until at least twelve months after the date on which the subsequent Deferral Election is made; (ii) Each subsequent Deferral Election related to a distribution upon Termination of Service, a specified time or a 409A Change in Control must result in a delay of the distribution for a period of not less than 5 years from the date such distribution would otherwise have been made; and (iii) No subsequent Deferral Election related to a distribution to be made at a specified time or pursuant to a fixed schedule shall be made less than twelve months prior to the date the first scheduled payment would otherwise be made. 12.4 Distributions. Except as otherwise permitted or required by Code Section 409A, no distribution in settlement of a 409A Stock Unit may commence earlier than (i) Termination of Service; (ii) a specified time (or pursuant to a fixed schedule) that is specified by the Participant in a Deferral Election complying with this Article 12; or (iii) a 409A Change in Control. Notwithstanding anything to the contrary, to the extent that distribution of a 409A Stock Unit is triggered by a Participant’s Termination of Service, if the Participant is then a Specified Employee, no distribution shall be made before the earlier of (i) six (6) months after the Participant’s Termination of Service; or (ii) the date of the Participant’s death. Should the limitation set forth in the preceding sentence result in payment later than otherwise provided in this Program or 409A Stock Unit, on the first day any such payment may be made without incurring additional tax pursuant to Code Section 409A, such payment shall be made to the Participant in one transfer. Notwithstanding anything contained in this Program or Stock Unit to the contrary, the date on which a Participant’s Termination of Service occurs shall be treated as the Participant’s termination of employment or service date or comparable concept for purposes of determining the timing of distributions under this Plan and Stock Unit to the extent necessary to have such distributions under this Program and Stock Unit be exempt from or comply with the requirements of Code Section 409A. If a 409A Stock Unit is to be paid in two or more installments, for purposes of Code Section 409A, each installment shall be treated as a separate payment. No 409A Stock Unit shall be subject to acceleration or to any change in the specified time or schedule of distribution, except as permitted by Code Section 409A or as otherwise provided under this Program or the Plan and consistent with Code Section 409A. APPENDIX 1 “409A Change in Control” means, with respect to the Company, a “change in control event” within the meaning of Treas. Reg. 1.409A-3(i)(5) (i.e. a change in the ownership or effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company), applying the default provisions thereof. “409A Stock Unit” means a Stock Unit that constitutes “deferral of compensation” subject to the requirements of Code Section 409A. “Board” means the Board of Directors of the Company. “Code Section 409A” means section 409A of the Internal Revenue Code of 1986, as amended. “Committee” means the Compensation Committee of Board or such other committee appointed to administer this Program under Article 4.

6 Non-Employee Directors’ Equity Award Deferral Program “Common Stock” means the Company’s class of capital stock designed as Common Stock, or, in the event that the outstanding shares of Common Stock are after the Effective Date recapitalized, converted into or exchanged for different stock or securities of the Company, such other stock or securities. “Company” means Ventas, Inc. a Delaware corporation, or any successor thereto. “Deferral Date” means the date Shares underlying an equity award would otherwise have been issued to the Participant. “Deferral Election” means a written election to defer equity awards under this Program. “Director” means any individual who is a member of the Board. “Grant Date” means the date of grant of any equity award. “Non-Employee Director” means a Director who is not an employee of the Company or any of its subsidiaries or affiliates. For purposes of this Program, an employee is an individual whose wages are subject to withholding of federal income tax under Section 3401 of the Internal Revenue Code of 1986, as amended. “Participant” means a Non-Employee Director who defers receipt of shares underlying any equity award under Article 6 of this Program. “Shares” means shares of the Common Stock. “Stock Units” means the credits to a Participant’s Stock Unit Account under Article 6 of this Program, each of which represents the right to receive one Share. “Stock Unit Account” means the bookkeeping account established by the Company pursuant to Section 6.5 to record the number of the Participant’s Stock Units. “Termination of Service” means “separation from service” pursuant to Code Section 409A, as determined, and in accordance with the methodology selected, by the Company, consistent with Code Section 409A.

EX-10.11 3

VENTAS, INC. NON-EMPLOYEE DIRECTORS’ EQUITY AWARD DEFERRAL PROGRAM (adopted pursuant to the Ventas, Inc. 2022 Incentive Plan) ELECTION AGREEMENT I. DEFERRAL AND PAYMENT ELECTIONS FOR RESTRICTED STOCK UNITS To the extent that I receive an award of Restricted Stock Units pursuant to the Ventas, Inc. 2022 Incentive Plan or any successor plan (collectively, the “Plan”), I hereby make the following elections with respect to such Restricted Stock Units: A. DEFERRAL OPTIONS INSTRUCTIONS: PLEASE CHOOSE ONE OF THE OPTIONS BELOW. Pursuant to the Plan and the applicable award agreement, I hereby irrevocably elect to defer receipt of shares issuable upon the vesting of Restricted Stock Units that may be granted to me on or after the January 1 following the date of delivery of this Election Agreement (such shares the “Deferred Stock Units”) and have such Deferred Stock Units credited to a Stock Unit Account. This deferral shall be in accordance with the terms and provisions set forth in this Election Agreement, as well as the Plan and Code requirements, including Section 409A. IF YOU CHOOSE THIS OPTION, PLEASE SCROLL DOWN TO SUBSECTION B OF THIS FORM FOR SOME ADDITIONAL ITEMS. I elect NOT to defer receipt of shares underlying any Restricted Stock Units. IF YOU CHOOSE THIS OPTION, PLEASE SCROLL TO THE SIGNATURE PAGE AT THE END OF THE FORM, SIGN IT. B. DIVIDEND EQUIVALENTS. I hereby elect to have any dividends or dividend equivalents payable with respect to those Restricted Stock Units or Deferred Stock Unit, as applicable, subject to this deferral election paid as indicated in the table below. INSTRUCTIONS: PLEASE CHOOSE ONE OF THE OPTIONS IN THE TABLE BELOW, THEN SCROLL DOWN TO THE NEXT SECTION OF THIS FORM FOR ADDITIONAL ITEMS. paid to me as soon as practicable after dividends are paid on shares of Ventas, Inc. converted to additional Restricted Stock Units or Deferred Stock Units, as applicable, and distributed at the time and in the manner selected in this Election Form for the shares to which they relate. (PLEASE NOTE: elections with respect to dividends apply regardless of the form of the dividend.)

2 Deferred Equity Award Election Form Rev. 12/5/2022 C. PAYMENT OPTIONS 1. Distribution of Vested Awards. I hereby direct that Deferred Stock Units be distributed to me as follows: INSTRUCTIONS: PLEASE CHOOSE ONE OF THE OPTIONS IN EACH OF THE TABLES BELOW, THEN SCROLL DOWN TO THE NEXT SECTION OF THIS FORM FOR AN ADDITIONAL ITEM. (a) In the form of: a lump sum payment a series of annual payments over __________ years (PLEASE NOTE: the number of years must be 10 years or less, and the period may not extend more than 10 years beyond your Termination of Service.) (b) As soon as administratively feasible after: my Termination of Service January 1 of the calendar year immediately following my Termination of Service other: (please specify) (PLEASE NOTE: payments to be made in a series or annual payments will commence on the earlier of the date specified or the date of your Termination of Service) 2. Change in Control Accelerated Payment. INSTRUCTIONS: CHECK THE BOX BELOW ONLY IF YOU WISH TO MAKE THIS ELECTION, THEN PLEASE SCROLL TO THE SIGNATURE PAGE AT THE END OF THE FORM, SIGN IT. Notwithstanding my elections above, I hereby direct that delivery of shares in my Stock Unit Account that are otherwise deferred pursuant to the foregoing be accelerated and occur in a lump sum upon a Change in Control (as defined in the Plan), provided such Change in Control also constitutes a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company within the meaning of Section 409A(a)(2)(A)(v) of the Code.

3 Deferred Equity Award Election Form Rev. 12/5/2022 II. ACKNOWLEDGEMENTS AND SIGNATURE By signing this Election Agreement, I hereby acknowledge my understanding and acceptance of the following: 1. Irrevocable Election. I may not revoke or modify this election with respect to Restricted Stock Units granted for services rendered during the calendar year I make this election. I may only revoke or modify this election (i) by submitting a new completed Election Agreement to the Company prior to January 1 of a calendar year which shall apply only to Restricted Stock Units granted to me as compensation for services rendered on or after such January 1; and (ii) in such limited circumstances as the Committee may permit in accordance with law and Section 409A of the Code. Accordingly, I understand that my election will continue in effect from year to year unless and until I timely make a different prospective election. I do not expect to be able to make any changes to the manner or timing of distributions set forth in this Election Agreement with respect to Restricted Stock Units granted to me for services rendered for a calendar year that has already commenced. 2. Company Right to Terminate Plan. Notwithstanding any election made herein, the Company reserves the right to transfer to me all amounts attributable to Restricted Stock Units deferred under the Plan upon a termination of the Plan, to the extent permitted under Section 409A of the Code. 3. Withholding. The Company and its affiliates shall have the right to withhold, from all deferrals or distributions made in accordance with any equity award subject to this Election Agreement, the number of shares necessary to satisfy any federal, state or local tax required by law to be withheld if withholding shall ever become applicable. 4. Tax Code Section 409A Dealing with Deferred Compensation. I understand that this election shall be construed in accordance with the terms and provisions set forth in this Election Agreement, as well as the Plan and the requirements of Section 409A of the Code. To the extent Section 409A of the Code is applicable to any award (or deferral thereof), it is intended that such award (and deferral thereof) complies with the deferral, payout and other limitations and restrictions imposed under Section 409A of the Code. Notwithstanding any other provision in this Election Agreement, the Company, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this election to help distributions qualify for exemption from or compliance with Section 409A of the Code; provided, however, that the Company makes no representation that awards under the Plan (or deferral thereof) shall be exempt from or comply with Section 409A of the Code and makes no undertaking to comply with Section 409A of the Code or to preclude Section 409A of the Code from applying to any awards (or deferral thereof). I understand that Section 409A of the Code is complex, that any additional taxes and other liabilities under Section 409A of the Code are my responsibility and that the Company encourages me to consult a tax advisor regarding the potential impact of Section 409A of the Code. 5. Capitalized Terms. Capitalized terms used but not defined herein have the meanings specified in the Plan.

4 Deferred Equity Award Election Form Rev. 12/5/2022 [SIGNATURE PAGE FOLLOWS]

5 Deferred Equity Award Election Form Rev. 12/5/2022 By signing this Election Agreement, I hereby acknowledge my understanding of, and my agreement with, all of the terms and provisions set forth in this Election Agreement, as well as the terms and conditions set forth in the Plan and any applicable award agreements thereunder. Dated: Participant’s Signature Participant’s Name The signature below confirms that Ventas, Inc. received this Election Agreement on __________________. [add date] VENTAS, INC. By: Name: Carey S. Roberts Title: Executive Vice President and General Counsel

EX-10.11 4

1 VENTAS, INC. RESTRICTED STOCK AGREEMENT THIS RESTRICTED STOCK AGREEMENT (“Agreement”) is made and entered into as of the October 1, 2022 (the “Grant Date”), by and between VENTAS, INC., a Delaware corporation (the “Company”), and Sumit Roy, a non-employee director of the Company (“Director”), pursuant to the Ventas, Inc. 2022 Incentive Plan (the “Plan”). AGREEMENT: The parties agree as follows: 1. Issuance of Common Stock. The Company shall cause to be issued to Director 2,709 shares of Common Stock (the “Shares”). Any certificates representing the Shares, together with a stock power duly endorsed in blank by Director, shall be deposited with the Company to be held by it until the restrictions imposed upon the Shares by this Agreement have expired. 2. Vesting of Shares. If Director has not forfeited any of the Shares, the restriction on the Transfer (as defined herein) of the Shares shall expire with respect to one-half of the Shares on the first anniversary of the Grant Date, and shall expire with respect to the balance of the Shares on the second anniversary of the Grant Date. Upon expiration of the restriction against Transfer of any of the Shares pursuant to this Section 2, the Shares shall vest. Notwithstanding the foregoing, in the event of (A) a Change in Control or (B) the death, Disability or retirement due to attainment of a mandatory retirement age for directors pursuant to the Company’s Guidelines on Governance or other similar policies or as determined by the Committee (“Retirement”) of Director, the Shares shall automatically vest and all restrictions on the Shares shall lapse. 3. Forfeiture of Shares. If Director ceases to be a director of the Company for any reason other than a Change in Control or the death, Disability or Retirement of Director, all Shares which have not vested in accordance with Section 2 of this Agreement shall be forfeited and reconveyed to the Company by Director without additional consideration, and Director shall have no further rights with respect thereto. 4. Restriction on Transfer of Shares. Director shall not Transfer any of the Shares owned by Director until such restriction on the Transfer of the Shares is removed pursuant to this Agreement. For purposes of this Agreement, the term “Transfer” shall mean any sale, exchange, assignment, gift, encumbrance, lien, transfer by bankruptcy or judicial order, transfer by operation of law and all other types of transfers and dispositions, whether direct or indirect, voluntary or involuntary. 5. Rights as Stockholder. Unless the Shares are forfeited, Director shall be considered a stockholder of the Company with respect to all such Shares that have not been forfeited and shall have all rights appurtenant thereto, including the right to vote or consent to all matters that may be presented to the stockholders and to receive all dividends and other distributions paid on such Shares. If any dividends or distributions are paid in Common Stock,

2 such Common Stock shall be subject to the same restrictions as the Shares with respect to which it was paid. 6. Restrictive Legend. Each certificate representing the Shares may bear the following legend: The sale or other transfer of the shares represented by this Certificate, whether voluntary, involuntary or by operation of law, is subject to certain restrictions on transfer (including conditions of forfeiture) as set forth in the Ventas, Inc. 2012 Incentive Plan and in the related Restricted Stock Agreement. A copy of the Restricted Stock Agreement may be obtained from the Secretary of Ventas, Inc. When the Shares have become vested, Director shall have the right to have the preceding legend removed from the certificate representing such vested Shares. 7. Agreement Does Not Grant Service Continuation. The granting of Shares shall not be construed as granting to Director any right to continue as a director or any other relationship with the Company. The right of the Company to terminate Director’s service at any time, for any reason, with or without cause, is specifically reserved. 8. Section 83(b) Election Under the Code and Tax Withholding. If Director timely elects, under Section 83(b) of the Code, to include the fair market value of the Shares on the date hereof in Director’s gross income for the current taxable year, Director agrees to give prompt written notice of such election to the Company. To the extent the Company ever becomes obligated to withhold taxes for amounts includable in Director’s income, Director hereby agrees to make whatever arrangements are necessary to enable the Company to withhold as required by law. 9. Miscellaneous. (a) Incorporation of Plan. Except as specifically provided herein, this Agreement is and shall be in all respects subject to the terms and conditions of the Plan, a copy of which Director acknowledges receiving prior to the execution hereof and the terms of which are incorporated by reference. (b) Captions. The captions and section headings used herein are for convenience only, shall not be deemed part of this Agreement and shall not in any way restrict or modify the context or substance of any section or paragraph of this Agreement. (c) Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware without regard to its conflict of laws rules. (d) Defined Terms. All capitalized terms not defined herein shall have the meanings set forth in the Plan, unless a different meaning is plainly required by the context.

3 IN WITNESS WHEREOF, the parties have executed this Agreement on and as of the date first above written. VENTAS, INC. By: _______________________________________ Name: Carey S. Roberts Title: Executive Vice President, General Counsel and Ethics and Compliance Officer __________________________________________ Sumit Roy

EX-10.11 5

1 VENTAS, INC. RESTRICTED STOCK UNIT AGREEMENT THIS RESTRICTED STOCK UNIT AGREEMENT (“Agreement”) is made and entered into effective as of [DATE] (the “Grant Date”), by and between VENTAS, INC., a Delaware corporation (the “Company”), and [DIRECTOR NAME], a non-employee director of the Company (“Director”), pursuant to the Ventas, Inc. 2022 Incentive Plan (the “Plan”). AGREEMENT: The parties agree as follows: 1. Issuance of Units. The Company hereby grants to Director [UNITS ISSUED] Restricted Stock Units (“Units”) under the Plan. Each Unit represents the right to receive one share of Company Common Stock in accordance with the terms of this Agreement. 2. Vesting of Units. Provided Director continues to serve as a director of the Company until the vesting date, the Units shall vest as follows [VESTING SCHEDULE]. Notwithstanding the foregoing, in the event of (A) a Change in Control or (B) the death, Disability or retirement due to attainment of a mandatory retirement age for directors pursuant to the Company’s Guidelines on Governance or other similar policies or as determined by the Committee (“Retirement”) of Director, the Units shall automatically vest. 3. Forfeiture of Units. If Director ceases to be a director of the Company for any reason other than a Change in Control or the death, Disability or Retirement of Director, all of the Units which have not vested in accordance with Section 2 of this Agreement shall be forfeited and Director shall have no further rights with respect thereto. 4. Conversion of Units into Shares. Except as otherwise provided by a deferral election pursuant to Section 5 of this Agreement, vested Units shall be converted into Shares and distributed to Director when unvested Units become vested Units. If, however, Director elects to defer payment of Shares as provided in Section 5 of this Agreement, the Shares shall be issued as set forth in the Deferral Election Agreement entered into by Director and accepted by the Company. 5. Deferral Election. Director may elect to defer delivery of the Shares that would otherwise be due to be paid pursuant to Section 4. The Committee shall, in its sole discretion, establish the rules and procedures for such deferral elections and payment deferrals. 6. Dividends. On each dividend or other distribution date with respect to Shares, an amount equal to the cash dividends or the fair market value of property other than Shares that would have been paid or distributed on a number of Shares equal to the number of Units held by Director as of the close of business on the record date for such dividend or distribution shall be

2 paid in cash to Director. If any dividend or distribution with respect to Shares is payable in Shares, Director shall be credited with an additional number of Units equal to the product of the number of Units held by Director on the record date for such dividend or distribution multiplied by the number of Shares (including fractions thereof) distributable as a dividend or distribution on a Share. Units which are credited to Director pursuant to the preceding sentence shall be subject to the same terms and conditions of the Plan and this Agreement and elections applicable to the Units to which the dividend equivalents relate. Payment in respect of dividend equivalents will be subject to any applicable deferral elections (if and as permitted by the Committee). 7. No Rights as Stockholder. Except as set forth in Section 6, Director shall have no voting or other rights as a stockholder of the Company with respect to any Units. Upon distribution of Shares after conversion of the Units into Shares, Director shall have full voting and other rights as a stockholder of the Company. 8. Independent Tax Advice. Director acknowledges that determining the actual tax consequences to Director of receiving Units or Shares or deferring or disposing of Units or Shares may be complicated. These tax consequences will depend, in part, on Director’s specific situation and may also depend on the resolution of currently uncertain tax law and other variables not within the control of the Company. Director is aware that Director should consult a competent and independent tax advisor for a full understanding of the specific tax consequences to Director of receiving, deferring or disposing of Units or Shares. Prior to executing this Agreement, Director either has consulted with a competent tax advisor independent of the Company to obtain tax advice concerning the Units and Shares in light of Director’s specific situation or has had the opportunity to consult with such a tax advisor but chose not to do so. 9. Restriction on Transfer of Units. Director shall not Transfer any of the Units except to the extent permitted by the Committee. For the purposes of this Agreement, the term “Transfer” shall mean any sale, exchange, assignment, gift, encumbrance, lien, transfer by bankruptcy or judicial order, transfer by operation of law and all other types of transfers and dispositions, whether direct or indirect, voluntary or involuntary. 10. Agreement Does Not Grant Service Continuation. The granting of Units or their conversion into Shares shall not be construed as granting to Director any right to continue as a director or any other relationship with the Company. The right of the Company to terminate Director’s service at any time, for any reason, with or without consent, is specifically reserved. 11. General Provisions. (a) Incorporation of Plan. Except as specifically provided herein, this Agreement is and shall be in all respects subject to the terms and conditions of the Plan, a copy of which Director acknowledges receiving prior to the execution hereof and the terms of which are incorporated by reference. (b) Captions. The captions and section headings used herein are for convenience only, shall not be deemed part of this Agreement and shall not in any way restrict or modify the context or substance of any section or paragraph of this Agreement.

3 (c) Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware without regard to its conflict of laws rules. (d) Defined Terms. All capitalized terms not defined herein shall have the same meanings set forth in the Plan, unless a different meaning is plainly required by the context. (e) Tax Code Section 409A Dealing with Deferred Compensation. To the extent that a deferral election is not made pursuant to Section 5, Units are intended to be exempt from Section 409A of the Code as short-term deferral or otherwise. To the extent Section 409A of the Code is applicable to any Units, it is intended that such Units comply with the deferral, payout and other limitations and restrictions imposed under Section 409A of the Code. Notwithstanding any other provision, the Company, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement to help distributions qualify for exemption from or compliance with Section 409A of the Code; provided, however, that the Company makes no representation that Units under the Plan shall be exempt from or comply with Section 409A of the Code and makes no undertaking to comply with Section 409A of the Code or to preclude Section 409A of the Code from applying to any Units. Director understands that Section 409A of the Code is complex, that any additional taxes and other liabilities under Section 409A of the Code are Director’s responsibility and that the Company encourages Director to consult a tax advisor regarding the potential impact of Section 409A of the Code.

4 IN WITNESS WHEREOF, the parties have executed this Agreement on and as of the date first above written. VENTAS, INC. By: ____________________________________ Name: Carey S. Roberts Title: Executive Vice President, General Counsel and Ethics and Compliance Officer __________________________________________ [DIRECTOR NAME]

EX-10.11 6

RSU Agreement January 2023—Cafaro #96297982v5 VENTAS, INC. RESTRICTED STOCK UNIT AGREEMENT THIS RESTRICTED STOCK UNIT AGREEMENT (“Agreement”) is made and entered into effective as of the ___ day of __________________, ______ (the “Grant Date”), by and between VENTAS, INC., a Delaware corporation (the “Company”), and Debra A. Cafaro, an employee of the Company (“Employee”), pursuant to the Ventas, Inc. 2022 Incentive Plan (the “Plan”). AGREEMENT: The parties agree as follows: 1. Grant of Restricted Stock Units. As of the Grant Date, Employee will be credited with _____________ Restricted Stock Units (the “RSUs”). Each RSU is a notional amount that represents one (1) unvested share of Common Stock (a “Share”) and constitutes the right, subject to the terms and conditions of the Plan and this Agreement, to distribution of a vested Share following the vesting of such RSU and satisfaction of the other requirements contained herein. The RSUs shall be credited to a separate account maintained for Employee for bookkeeping purposes only on the books and records of the Company (the “Account”). 2. Vesting of RSUs. One-third of the RSUs will vest on the first day of the calendar month immediately following each of the first three anniversaries of the Grant Date, except as otherwise provided in Section 3. Notwithstanding the foregoing, in the event of (A) a Qualifying Termination, (B) the death or Disability of Employee, (C) retirement by Employee on or after the attainment of a combined number of age and years of service of at least 75, with a minimum age of 62 (“Retirement”), or (D) termination of Employee’s employment by the Company without Cause or by Employee with Good Reason (if and as such term is defined in Employee’s employment agreement or, if none, in Employee’s severance agreement or other similar written agreement with the Company), the RSUs shall immediately vest and Employee shall be entitled to receive the Shares underlying such RSUs. For purposes of this Agreement, a “Qualifying Termination” occurs if, (x) within the six (6) months prior to the public announcement of a proposed transaction that culminates in a Change in Control (y) during the period following such public announcement and prior to the Change in Control or (z) within the twenty-four (24) months following a Change in Control, Employee’s employment is terminated by the Company without Cause or by Employee for Good Reason (if and as such term is defined in Employee’s employment agreement or, if none, in Employee’s written severance agreement or other similar written agreement with the Company); provided, that in the case of (x) or (y) the Qualifying Termination shall occur upon the date of the Change in Control. For avoidance of doubt, clause (A) shall not apply if clause (D) already has been triggered. 3. Forfeiture of RSUs. If Employee’s employment by the Company is terminated for any reason other than death, Disability, Retirement, Qualifying Termination, or termination by the Company without Cause or by Employee with Good Reason (if and as such term is defined in Employee’s employment agreement or, if none, in Employee’s severance agreement or other similar written agreement with the Company), the right to receive Shares underlying any RSUs which have not vested in accordance with Section 2 of this Agreement shall be forfeited by Employee without additional consideration, and Employee shall have no further rights with respect thereto. Upon notice given to the Board by Employee and in exchange for good and valuable consideration previously provided by Employee, Employee may elect to extend the duration of any non-competition or other restrictive

2 RSU Agreement 2023 - Cafaro #96297982v5 covenants that apply to Employee pursuant to the Plan, an employment agreement, or other agreement with the Company. 4. Restriction on Transfers. Employee shall not Transfer any of his or her rights and interests under the RSUs described in this Agreement prior to the distribution of the underlying Shares pursuant to Section 6. For purposes of this Agreement, the term “Transfer” shall mean any sale, exchange, assignment, gift, encumbrance, lien, transfer by bankruptcy or judicial order, transfer by operation of law and all other types of transfers and dispositions, whether direct or indirect, voluntary or involuntary. 5. Rights as Stockholder; Dividend Equivalents. Unless and until an RSU has vested and the underlying Share has been distributed to Employee, Employee shall not be entitled to vote in respect of that RSU or Share. Notwithstanding the foregoing, if the Company declares a cash or stock dividend on the Shares of Common Stock while the RSUs remain outstanding (including during any period of delayed settlement due to Employee being a Specified Employee), then, on the payment date of the dividend, Employee’s Account shall be credited with dividend equivalents in an amount equal to the dividends that would have been paid to Employee if one Share of Common Stock had been issued on the Grant Date for each RSU under this Agreement that remains outstanding as of the record date. The Company shall pay currently (and in no event later than March 15 of the calendar year following the year in which the dividend is paid to the holders of the Common Stock), in cash, an amount equal to the dividend equivalents with respect to Employee’s RSUs or, at the discretion of the Committee, in Shares of Common Stock having a Fair Market Value equal to the amount of dividend equivalents. Except as provided in this Section 5, Employee will have no rights as a stockholder with respect to any Shares subject to the RSUs prior to the date on which he or she is recorded as the holder of those Shares on the records of the Company. The above-referenced dividend equivalents shall be paid so long as Employee held RSUs on the record date notwithstanding whether Employee’s employment terminates prior to payment of the dividend equivalent. 6. Timing and Form of Payment. Once an RSU vests in accordance with this Agreement, Employee will be entitled to receive a Share in its place. Delivery of the Shares will be made as soon as administratively practicable after the vesting of the associated RSUs based on continued service or, if earlier, the termination of Employee’s employment due to his or her death, Disability, Qualifying Termination, Retirement, by the Company without Cause or by Employee with Good Reason (if and as such term is defined in Employee’s employment agreement or, if none, in Employee’s severance agreement or other similar written agreement with the Company), and, except as required by Section 409A of the Code, in any event, no later than sixty (60) days following the date on which such vesting occurs (provided that, for the avoidance of doubt, with respect to a Qualifying Termination, if the termination of Employee’s employment occurs prior to the date of the Change in Control, the date on which such vesting occurs shall be the date of the Change in Control, with respect to RSUs that vest in connection with the Change in Control). Shares will be credited to an account established for the benefit of Employee with the Company’s administrative agent. Employee will have full legal and beneficial ownership with respect to the Shares at that time. Notwithstanding the foregoing, Employee may elect to defer delivery of the Shares underlying the RSUs as permitted by the Committee, in accordance with Section 409A of the Code. 7. Compliance with Law. The issuance and transfer of Shares of Common Stock shall be subject to compliance by the Company and Employee with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Common Stock may be listed. No Shares shall be issued or transferred unless and until any then applicable requirements of state and federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel.

3 RSU Agreement 2023 - Cafaro #96297982v5 8. Agreement Does Not Grant Employment Rights or Rights to Future Awards. The granting of RSUs shall not be construed as granting to Employee any right to employment by the Company. The right of the Company to terminate Employee’s employment at any time, for any reason, with or without cause, is specifically reserved. This Agreement does not obligate the Company to grant any number of RSUs to Employee in the future; provided, however, that if the Company does grant additional RSUs to Employee in the future, such award will contain terms substantially similar to Sections 2 and 3 hereof unless mutually agreed by the parties. 9. Tax Withholding. Employee hereby acknowledges that the Company will be obligated to withhold taxes for amounts hereunder whenever includable in Employee’s income and hereby agrees to make whatever arrangements are necessary to enable the Company to withhold as required by law, including without limitation the right to deduct from payments of any kind otherwise due to Employee. Employee shall have the right to elect to satisfy, in whole or in part, Employee’s tax withholding obligations by having the Company withhold Shares that would otherwise be distributable to Employee hereunder. 10. Miscellaneous. (a) Incorporation of Plan. Except as specifically provided herein, this Agreement is and shall be in all respects subject to the terms and conditions of the Plan, a copy of which Employee acknowledges receiving and the terms of which are incorporated by reference. (b) Recoupment of Awards. All Shares, including Shares that have been delivered or are deliverable in connection with the vesting of RSUs in accordance with Section 2 of this Agreement, shall be subject to the terms and conditions, if applicable, of (i) any recoupment policy adopted by the Company pursuant to the requirements of Dodd-Frank Wall Street Reform and Consumer Protection Act or other law or the listing requirements of any national securities exchange on which the common stock of the Company is listed (such laws and listing requirements, taken together, the “Clawback Rules”); and (ii) any recoupment policy as may otherwise be adopted by the Company pursuant to Section 18.3 of the Plan, provided that the terms of any recoupment policy contemplated by clause (i) and clause (ii) of this Section 10(b) shall not be intended by the Company to be more onerous on Employee than other executive officers (within the meaning of Rule 3b-7 of the Exchange Act) of the Company (except to the extent required to meet the requirements of the Clawback Rules). (c) Captions. The captions and section headings used herein are for convenience only, shall not be deemed part of this Agreement and shall not in any way restrict or modify the context or substance of any section or paragraph of this Agreement. (d) Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware without regard to its conflict of laws rules. (e) Defined Terms. All capitalized terms not defined herein shall have the meanings set forth in the Plan, unless a different meaning is plainly required by the context. (f) Code Section 409A. This Agreement is intended to be exempt from or, in the alternative, to comply with Code Section 409A and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Code Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Code Section 409A and in no

4 RSU Agreement 2023 - Cafaro #96297982v5 event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Code Section 409A. Notwithstanding any other provision in this Agreement to the contrary, if Employee is a “specified employee” (as such term is defined for purposes of Code Section 409A) (a “Specified Employee”) at the time of his or her termination of employment, no amount that is subject to Code Section 409A and that becomes payable by reason of such termination of employment shall be paid to Employee before the earlier of (i) the expiration of the six-month period measured from the date of Employee's termination of employment, and (ii) the date of Employee’s death.

5 RSU Agreement 2023 - Cafaro #96297982v5 IN WITNESS WHEREOF, the parties have executed this Agreement effective on and as of the date first above written. VENTAS, INC. By: Carey S. Roberts Executive Vice President, General Counsel and Corporate Secretary ____________________________________________ Debra A. Cafaro

EX-10.11 7

1 #96297977v8 VENTAS, INC. PERFORMANCE SHARE UNIT AGREEMENT THIS PERFORMANCE SHARE UNIT AGREEMENT (“Agreement”) is made and entered into as of the _____ day of __________, _____ (the “Grant Date”), by and between VENTAS, INC., a Delaware corporation (the “Company”), and Debra A. Cafaro, an employee of the Company (“Employee”), pursuant to the Ventas, Inc. 2022 Incentive Plan (the “Plan”). AGREEMENT: The parties agree as follows: 1. Grant of Performance Share Units; Performance Goals. (a) As of the Grant Date, the Company hereby grants Employee a Performance Share Unit (“PSU”) award, consisting of up to the maximum number of PSUs specified below. Each earned PSU is a notional amount that represents one (1) unvested share of Common Stock (a “Share”) and constitutes the right, subject to the terms and conditions of the Plan and this Agreement, to distribution of a vested Share following the vesting of such PSU and satisfaction of the other requirements contained herein. (b) Except as otherwise provided in Section 2 of this Agreement, the PSUs shall be earned, if at all, based on the Company’s achievement of the following criteria (the “Performance Goals”) during the three-year period from January 1, 2023 through December 31, 2025 (the “Performance Period”) and following the Committee’s certification of the attainment of the Performance Goals, provided that, except as otherwise provided in Section 2 of this Agreement, Employee remains continuously employed through the end of the Performance Period: Performance At: Performance Goals Relative TSR vs. MSCI REIT Index (●% of award) Relative TSR vs. NAREIT HC REIT Index (●% of award) Net Debt to Adjusted Pro Forma EBITDA Ratio (●% of award) Key DE&I Metrics (●% of award) Maximum Target Threshold

2 #96297977v8 (c) The number of PSUs actually earned by the Employee during the Performance Period shall be as follows: Performance At: PSUs Relative TSR vs. MSCI REIT Index Relative TSR vs. NAREIT HC REIT Index Net Debt to Adjusted Pro Forma EBITDA Ratio Key DE&I Metrics Total Potential PSUs1 Maximum Target Threshold (d) Performance below the threshold level during the Performance Period results in no PSUs being earned with respect to the applicable Performance Goal. Performance above the maximum level results in no more than the maximum PSUs being earned with respect to the applicable Performance Goal. Performance between the threshold and maximum levels shall be calculated using linear interpolation. (e) For purposes of this Agreement: (i) “Key DE&I Metrics” means metrics related to diversity, equity and inclusion identified by the Compensation Committee as being indicative of the success of the Company’s diversity, equity and inclusion efforts and strategy. (ii) “Ratio of Net Debt to Adjusted Pro Forma EBITDA” refers to a simple average of such ratio, as publicly reported by the Company as of the end of each of the twelve (12) fiscal quarters occurring in the Performance Period. (iii) “Relative TSR vs. MSCI REIT Index” means the Company’s compound annual total stockholder return for the Performance Period compared to the compound annual total stockholder return of the MSCI U.S. REIT Index for the same period, in each case using the average closing price for the last 20 trading days at the end of the Performance Period and adjusted for dividends and stock splits as applicable. (iv) “Relative TSR vs. Nareit HC Index” means the Company’s compound annual total stockholder return for the Performance Period compared to the compound annual total stockholder return of the FTSE Nareit Equity Health Care Index for the same period, in each case using the average closing price for the last 20 trading days at the end of the Performance Period, and adjusted for dividends and stock splits, as applicable. 2. Termination of Employment; Change in Control. The PSUs will vest, if at all, as described in Section 1, except as otherwise provided in Section 3. Notwithstanding the foregoing: (a) In the event of the death or Disability of Employee or the retirement by Employee on or after the attainment of a combined number of age and years of service of at least 75, with a minimum age of 62 (“Retirement”), the PSUs will vest (without proration) as of the employment termination date, and Employee shall 1 Sum of potential PSUs at each applicable performance level, assuming equal attainment for each goal.

3 #96297977v8 be entitled to receive the corresponding number of Shares underlying such PSUs, based upon the greater of (i) actual performance through the applicable employment termination date (treating Employee’s employment termination date as the last day of the Performance Period), as certified by the Committee, or (ii) the target level set forth in Section 1 above. (b) In the event of a termination of Employee’s employment by the Company without Cause or by Employee with Good Reason (if and as such term is defined in Employee’s employment agreement or, if none, in Employee’s severance agreement or other similar written agreement with the Company), the PSUs will vest as of the employment termination date, and Employee shall be entitled to receive the corresponding number of Shares underlying such PSUs, at the maximum level set forth in Section 1 above. (c) In the event of a Qualifying Termination, the PSUs will vest as of the date of such Qualifying Termination (or, if later, the Change in Control), and Employee shall be entitled to receive the corresponding number of Shares underlying such PSUs, at the maximum level set forth in Section 1 above. For purposes of this Agreement, a “Qualifying Termination” occurs if, (x) within the six (6) months prior to the public announcement of a proposed transaction that culminates in a Change in Control (y) during the period following such public announcement and prior to the Change in Control or (z) within the twenty-four (24) months following a Change in Control, Employee’s employment is terminated by the Company without Cause or by Employee for Good Reason (if and as such term is defined in Employee’s employment agreement or, if none, in Employee’s written severance agreement or other similar written agreement with the Company); provided, that in the case of (x) or (y) the Qualifying Termination shall occur upon the date of the Change in Control. For avoidance of doubt, this clause (c) shall not apply if clause (b) already has been triggered. (d) In the event of a Change in Control without a Qualifying Termination on or prior to the final day of the Performance Period, performance with respect to the Performance Goals will be measured upon the Change in Control (treating the effective date of the Change in Control as the last day of the Performance Period). The PSUs will remain outstanding thereafter and will vest at the end of the original Performance Period, subject to the terms and conditions of this Agreement (including, but not limited to, Section 3). Following the end of the Performance Period, Employee shall be entitled to receive the corresponding number of Shares underlying such PSUs, based upon the greater of (i) actual performance through the date of the Change in Control, as certified by the Committee, or (ii) the target level set forth in Section 1 above; provided, that if Employee’s employment is terminated following the Change in Control by the Company without Cause, by Employee with Good Reason (if and as such term is defined in Employee’s employment agreement or, if none, in Employee’s severance agreement or other similar written agreement with the Company) or due to Employee’s Retirement, the PSUs will vest as of the employment termination date, and Employee shall be entitled to receive the corresponding number of Shares underlying such PSUs, at the maximum level set forth in Section 1 above. 3. Forfeiture of PSUs. If Employee’s employment by the Company is terminated for any reason other than death, Disability, Qualifying Termination, or Retirement or termination by the Company without Cause or by Employee with Good Reason (if and as such term is defined in Employee’s employment agreement or, if none, in Employee’s severance agreement or other similar written agreement with the Company), the right to receive Shares underlying any PSUs which have not vested in accordance with Section 2 of this Agreement shall be forfeited by Employee without additional consideration, and Employee shall have no further rights with respect thereto. All PSUs that are unearned based on the Company’s achievement of the Performance Goals during the Performance Period shall be immediately forfeited upon the expiration of the Performance Period. Upon notice given to the Board by Employee and in exchange for good and valuable consideration previously provided by Employee, Employee may elect to extend the duration of any non-competition or other restrictive covenants that apply to Employee pursuant to the Plan, an employment agreement, or other agreement with the Company. 4. Restriction on Transfers. Employee shall not Transfer any of his or her rights and interests under the PSUs described in this Agreement prior to the distribution of the underlying Shares pursuant to Section 6. For purposes of this Agreement, the term “Transfer” shall mean any sale, exchange, assignment, gift, encumbrance, lien, transfer by bankruptcy or judicial order, transfer by operation of law and all other types of transfers and dispositions, whether direct or indirect, voluntary or involuntary.

4 #96297977v8 5. Rights as Stockholder; Dividend Equivalents. (a) Unless and until a PSU has vested and the underlying Share has been distributed to Employee, Employee shall not be entitled to vote in respect of that PSU or Share. (b) Notwithstanding the foregoing, if the Company declares a cash or stock dividend on the Shares of Common Stock while the PSUs remain outstanding (including during any period of delayed settlement due to Employee being a Specified Employee), then, on the payment date of the dividend, a separate account maintained for Employee for bookkeeping purposes only on the books and records of the Company (the “Account”) shall be credited with dividend equivalents in an amount equal to the dividends that would have been paid to Employee if one Share of Common Stock had been issued on the Grant Date for each PSU granted to Employee as set forth in this Agreement. Interest may be credited on the dividend equivalents withheld at a rate and subject to such terms as determined by the Committee. (c) Dividend equivalents shall be subject to the same vesting and forfeiture restrictions (including, but not limited to, the Performance Goals) as the PSUs to which they are attributable and shall be paid on the same date that the PSUs to which they are attributable are settled in accordance with Section 6 hereof (or forfeited at the same time that the PSUs are forfeited). For purposes of clarity, if the maximum Performance Goal is achieved (or deemed to be achieved pursuant to the terms of this Agreement), the dividend Account will be paid at an amount based on the ultimate payout of PSUs earned at the maximum performance level, and if only the threshold Performance Goal is achieved, the dividend Account will be paid at an amount based on the ultimate payout of PSUs earned at the threshold performance level. The dividend Account for levels of performance between the foregoing levels of performance will be paid at interpolated amounts as described in Section 1(c). If no PSUs are earned, no amount in the Account will be paid. (d) Dividend equivalents credited to Employee’s Account shall be distributed in cash or, at the discretion of the Committee, in Shares of Common Stock having a Fair Market Value equal to the amount of dividend equivalents and interest, if any. (e) Except as provided in this Section 5, Employee will have no rights as a stockholder with respect to any Shares subject to the PSUs prior to the date on which he or she is recorded as the holder of those Shares on the records of the Company. 6. Timing and Form of Payment. Except as provided in Section 3, after the Committee has certified attainment of the Performance Goals following the end of the Performance Period, Employee will be entitled to receive a number of Shares equal to the total number of PSUs, if any, that are earned and vested as determined in Sections 1 or 2. Delivery of the Shares will be made as soon as administratively practicable after the vesting of the associated number of PSUs, and in any event, no later than sixty (60) days following the date on which such vesting occurs (provided that, for the avoidance of doubt, with respect to a Qualifying Termination, if the termination of Employee’s employment occurs prior to the date of the Change in Control, the date on which such vesting occurs with respect to PSUs that did not otherwise vest on or prior to such Qualifying Termination in accordance with Section 2(b)) shall be the date of the Change in Control). Shares will be credited to an account established for the benefit of Employee with the Company’s administrative agent. Employee will have full legal and beneficial ownership with respect to the Shares at that time. Notwithstanding the foregoing, Employee may elect to defer delivery of the Shares underlying the PSUs as permitted by the Committee, in accordance with Section 409A of the Code. 7. Compliance with Law. The issuance and transfer of Shares of Common Stock shall be subject to compliance by the Company and Employee with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Common Stock may be listed. No Shares shall be issued or transferred unless and until any then applicable requirements of state and federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel.

5 #96297977v8 8. Agreement Does Not Grant Employment Rights or Rights to Future Awards. The granting of PSUs shall not be construed as granting to Employee any right to employment by the Company. The right of the Company to terminate Employee’s employment at any time, for any reason, with or without cause, is specifically reserved. This Agreement does not obligate the Company to grant any number of PSUs to Employee in the future; provided, however, that if the Company does grant additional PSUs to Employee in the future, such award will contain terms substantially similar to Sections 2 and 3 hereof unless mutually agreed by the parties. 9. Tax Withholding. Employee hereby acknowledges that the Company will be obligated to withhold taxes for amounts hereunder whenever includable in Employee’s income and hereby agrees to make whatever arrangements are necessary to enable the Company to withhold as required by law, including without limitation the right to deduct from payments of any kind otherwise due to Employee. Employee shall have the right to elect to satisfy, in whole or in part, Employee’s tax withholding obligations by having the Company withhold Shares that would otherwise be distributable to Employee hereunder. 10. Miscellaneous. (a) Incorporation of Plan. Except as specifically provided herein, this Agreement is and shall be in all respects subject to the terms and conditions of the Plan, a copy of which Employee acknowledges receiving and the terms of which are incorporated by reference. (b) Recoupment of Awards. All Shares, including Shares that have been delivered or are deliverable in connection with the vesting of PSUs in accordance with Sections 1 or 2 of this Agreement, shall be subject to the terms and conditions, if applicable, of (i) any recoupment policy adopted by the Company pursuant to the requirements of Dodd-Frank Wall Street Reform and Consumer Protection Act or other law or the listing requirements of any national securities exchange on which the common stock of the Company is listed (such laws and listing requirements, taken together, the “Clawback Rules”); and (ii) any recoupment policy as may otherwise be adopted by the Company pursuant to Section 18.3 of the Plan, provided that the terms of any recoupment policy contemplated by clause (i) and clause (ii) of this Section 10(b) shall not be intended by the Company to be more onerous on Employee than other executive officers (within the meaning of Rule 3b-7 of the Exchange Act) of the Company (except to the extent required to meet the requirements of the Clawback Rules). (c) Captions. The captions and section headings used herein are for convenience only, shall not be deemed part of this Agreement and shall not in any way restrict or modify the context or substance of any section or paragraph of this Agreement. (d) Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware without regard to its conflict of laws rules. (e) Defined Terms. All capitalized terms not defined herein shall have the meanings set forth in the Plan, unless a different meaning is plainly required by the context. (f) Code Section 409A. This Agreement is intended to be exempt from or, in the alternative, to comply with Code Section 409A and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Code Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Code Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Code Section 409A. Notwithstanding any other provision in this Agreement to the contrary, if Employee is a “specified employee” (as such term is defined for purposes of Code Section 409A) (a “Specified Employee”) at the time of his or her termination of employment, no amount that is subject to Code Section 409A and that becomes payable by reason of such termination of employment shall be paid to Employee before the earlier of (i) the expiration of the six-month period measured from the date of Employee's termination of employment, and (ii) the date of Employee’s death.

6 #96297977v8 IN WITNESS WHEREOF, the parties have executed this Agreement effective on and as of the date first above written. VENTAS, INC. By: Carey S. Roberts Executive Vice President, General Counsel and Corporate Secretary _________________________________________________ Debra A. Cafaro

EX-10.11 8

VENTAS, INC. 2022 INCENTIVE PLAN NOTICE OF RESTRICTED STOCK UNIT AWARD Subject to the terms and conditions of the Ventas, Inc. 2022 Incentive Plan (the “Plan”), this Notice of Restricted Stock Unit Award (the “Notice”) and the Terms and Conditions provided herewith (the “Terms and Conditions” and, collectively with the Notice, the “Award Agreement”), as of the grant date specified below (the “Grant Date”), VENTAS, INC., a Delaware corporation (the “Company”), has granted that number of Restricted Stock Units set forth below (the “RSUs”) to the employee named below (the “Employee” or “you”). Each RSU is a notional amount that represents one (1) unvested share of Common Stock (a “Share”) and constitutes the right, subject to the Terms and Conditions, to distribution of a vested Share following the vesting of such RSU in accordance with the Vesting Schedule set forth below. The RSUs shall be credited to a separate account maintained for Employee for bookkeeping purposes only on the books and records of the Company (the “Account”). AWARD TERMS: Employee: _____________________________ Grant Date: _____________________________ Number of RSUs:_____________________________ Vesting Schedule: Except as provided in the Terms and Conditions, RSUs will vest in equal installments on the Vesting Day immediately following each of the first ___________ anniversaries of the Grant Date, subject to your continued employment by or service to the Company through each applicable Vesting Day. “Vesting Day,” as used herein, shall mean the first day of a calendar month. In the event of a conflict among the provisions of the Plan, this Notice, the Terms and Conditions and/or any descriptive materials provided to you, the terms of the Plan shall control. This Award is subject to your acceptance of the Award Agreement by signature below or by e-signature, email or other form of electronic confirmation. Accepted and Agreed: ___________________________________ (Employee)

2 VENTAS, INC. 2022 INCENTIVE PLAN TERMS AND CONDITIONS Restricted Stock Unit Award These Terms and Conditions (the “Terms and Conditions”) together with the Notice of Restricted Stock Unit Award (the “Notice”) provided herewith constitute the “Award Agreement”. 1. Grant of Restricted Stock Units. As of the Grant Date, the Company has granted to Employee the number of RSUs set forth in the Notice, pursuant to the provisions of the Ventas Inc. 2022 Incentive Plan (the “Plan”), the terms and conditions of which are incorporated herein, and further subject to the terms and conditions hereinafter set forth. 2. Vesting. The RSUs shall vest in accordance with the Vesting Schedule set forth in the Notice, except as otherwise provided in Section 3 of these Terms and Conditions. Notwithstanding the foregoing, (i) in the event of (A) a Qualifying Termination, (B) termination of employment due to the death or Disability of Employee, or (C) retirement by Employee on or after the attainment of a combined number of age and years of service of at least 75, with a minimum age of 62 (“Retirement”), the RSUs then- outstanding and unvested shall immediately vest and Employee shall be entitled to receive the Shares underlying such RSUs, and (ii) in the event of termination of Employee’s employment by the Company without Cause[,] or by Employee with Good Reason (if and as such term is defined in Employee’s employment agreement or, if none, in Employee’s severance agreement or other similar written agreement with the Company) [or by Employee on or after the attainment of a combined number of age and years of service of at least 70, with a minimum age of 65 (“Early Retirement”),] for purposes of determining the number of RSUs vesting upon the termination of Employee’s employment, Employee shall be treated as having one additional year of service from the date of termination of employment. For purposes of this Award Agreement, a “Qualifying Termination” occurs if, (x) within the six (6) months prior to the public announcement of a proposed transaction that culminates in a Change in Control (y) during the period following such public announcement and prior to the Change in Control or (z) within the twenty-four (24) months following a Change in Control, Employee’s employment is terminated by the Company without Cause or by Employee for Good Reason (if and as such term is defined in Employee’s employment agreement or, if none, in Employee’s written severance agreement or other similar written agreement with the Company); provided, that in the case of (x) or (y) the Qualifying Termination shall be deemed to occur upon the date of the Change in Control with respect to RSUs that vest in connection with the Change in Control. 3. Forfeiture of RSUs. If Employee’s employment by the Company is terminated for any reason other than death, Disability, Qualifying Termination, Retirement[, Early Retirement,] or termination by the Company without Cause or by Employee with Good Reason (if and as such term is defined in Employee’s employment agreement or, if none, in Employee’s severance agreement or other similar written agreement with the Company), the right to receive Shares underlying any RSUs which have not vested in accordance with Section 2 hereof shall be forfeited by Employee without additional consideration, and Employee shall have no further rights with respect thereto. 4. Restriction on Transfers. Employee shall not Transfer any rights and interests under the RSUs described herein prior to the distribution of the underlying Shares pursuant to Section 6 hereof. For purposes of these Terms and Conditions, the term “Transfer” shall mean any sale, exchange, assignment, gift, encumbrance, lien, transfer by bankruptcy or judicial order, transfer by operation of law and all other types of transfers and dispositions, whether direct or indirect, voluntary or involuntary.

3 5. Rights as Stockholder; Dividend Equivalents. Unless and until an RSU has vested and the underlying Share has been distributed to Employee, Employee shall not be entitled to vote in respect of that RSU or Share. Notwithstanding the foregoing, if the Company declares a cash or stock dividend on the Shares of Common Stock while the RSUs remain outstanding (including during any period of delayed settlement due to Employee being a Specified Employee), then, on the payment date of the dividend, Employee’s Account shall be credited with dividend equivalents in an amount equal to the dividends that would have been paid to Employee if one Share of Common Stock had been issued on the Grant Date for each RSU under this Award Agreement that remains outstanding as of the record date. The Company shall pay currently (and in no event later than March 15 of the calendar year following the year in which the dividend is paid to the holders of the Common Stock), in cash, the amount of dividend equivalents so credited with respect to Employee’s RSUs or, at the discretion of the Committee, in Shares of Common Stock having a Fair Market Value equal to the amount of dividend equivalents so credited. Except as provided in this Section 5, Employee will have no rights as a stockholder with respect to any Shares subject to the RSUs prior to the date on which he or she is recorded as the holder of those Shares on the records of the Company. The above-referenced dividend equivalents shall be paid so long as Employee held RSUs on the record date notwithstanding whether Employee’s employment terminates prior to payment of the dividend equivalent. 6. Timing and Form of Payment. Once an RSU vests in accordance with this Award Agreement, Employee will be entitled to receive a Share in its place. Delivery of the Shares will be made as soon as administratively practicable after the vesting of the associated RSUs based on continued service or, if earlier, the termination of Employee’s employment due to death, Disability, Qualifying Termination, Retirement, [Early Retirement,] by the Company without Cause or by Employee with Good Reason (if and as such term is defined in Employee’s employment agreement or, if none, in Employee’s severance agreement or other similar written agreement with the Company), and, except as required by Section 409A of the Code, no later than sixty (60) days following the date on which such vesting occurs (provided that, for the avoidance of doubt, with respect to a Qualifying Termination, if the termination of Employee’s employment occurs prior to the date of the Change in Control, the date on which such vesting occurs shall be the date of the Change in Control, with respect to RSUs that vest in connection with the Change in Control). Shares will be credited to an account established for the benefit of Employee with the Company’s administrative agent. Employee will have full legal and beneficial ownership with respect to the Shares at that time. Notwithstanding the foregoing, Employee may elect to defer delivery of the Shares underlying the RSUs as permitted by the Committee, in accordance with Section 409A of the Code. 7. Compliance with Law. The issuance and transfer of Shares of Common Stock shall be subject to compliance by the Company and Employee with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Common Stock may be listed. No Shares shall be issued or transferred unless and until any then applicable requirements of state and federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel. 8. Award Does Not Grant Employment Rights. The granting of RSUs shall not be construed as granting to Employee any right to employment by the Company. The right of the Company to terminate Employee’s employment at any time, for any reason, with or without cause, is specifically reserved. 9. Tax Withholding. Employee hereby acknowledges that the Company will be obligated to withhold taxes for amounts hereunder whenever includable in Employee’s income and hereby agrees to make whatever arrangements are necessary to enable the Company to withhold as required by law, including without limitation the right to deduct from payments of any kind otherwise due to Employee.

4 Employee shall have the right to elect to satisfy, in whole or in part, Employee’s tax withholding obligations by having the Company withhold Shares that would otherwise be distributable to Employee hereunder. 10. Miscellaneous. (a) Incorporation of Plan. Except as specifically provided herein, the Award Agreement is and shall be in all respects subject to the terms and conditions of the Plan, a copy of which Employee acknowledges receiving and the terms of which are incorporated by reference. (b) Recoupment of Awards. All Shares, including Shares that have been delivered or are deliverable in connection with the vesting of RSUs in accordance with Section 2 of these Terms and Conditions, shall be subject to the terms and conditions of any recoupment policy adopted by the Company pursuant to the requirements of Dodd-Frank Wall Street Reform and Consumer Protection Act or other law or the listing requirements of any national securities exchange on which the common stock of the Company is listed or as may otherwise be adopted by the Company pursuant to Section 18.3 of the Plan. (c) Captions. The captions and section headings used herein are for convenience only, shall not be deemed part of the Award Agreement and shall not in any way restrict or modify the context or substance of any section or paragraph of the Notice or these Terms and Conditions. (d) Governing Law. The Award Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware without regard to its conflict of laws rules. (e) Defined Terms. All capitalized terms not defined herein shall have the meanings set forth in the Plan, unless a different meaning is plainly required by the context. (f) Code Section 409A. The Award is intended to be exempt from or, in the alternative, to comply with Code Section 409A and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Code Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided pursuant to the Award Agreement comply with Code Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Code Section 409A. Notwithstanding any other provision in the Notice or these Terms and Conditions to the contrary, if Employee is a “specified employee” (as such term is defined for purposes of Code Section 409A) (a “Specified Employee”) at the time of their termination of employment, no amount that is subject to Code Section 409A and that becomes payable by reason of such termination of employment shall be paid to Employee before the earlier of (i) the expiration of the six-month period measured from the date of Employee's termination of employment, and (ii) the date of Employee’s death.

EX-10.11 9

1 VENTAS, INC. 2022 INCENTIVE PLAN NOTICE OF PERFORMANCE SHARE UNIT AWARD Subject to the terms and conditions of the Ventas, Inc. 2022 Incentive Plan (the “Plan”), this Notice of Performance Share Unit Award (the “Notice”) and the Terms and Conditions provided herewith (the “Terms and Conditions” and, collectively with the Notice, the “Award Agreement”), as of the grant date specified below (the “Grant Date”), VENTAS, INC., a Delaware corporation (the “Company”), has granted the opportunity to earn the maximum number of Performance Share Units set forth below (the “PSUs”) to the employee named below (the “Employee” or “you”). Except as provided in the Terms and Conditions, the PSUs shall be earned, if at all, in the amounts specified on Exhibit A (the “PSU Opportunity Allocation”) based on the Company’s achievement of the Performance Goals specified on Exhibit B (the “Performance Goals”) during the Performance Period specified below (the “Performance Period”) and following the Committee’s certification of the attainment of the Performance Goals. Each earned PSU is a notional amount that represents one (1) unvested share of Common Stock (a “Share”) and constitutes the right, subject to the terms and conditions of the Plan and this Award Agreement, to distribution of a vested Share following the vesting of such PSU and satisfaction of the other requirements contained in this Award Agreement. AWARD TERMS: Employee: _____________________________ Grant Date: _____________________________ Maximum Number of PSUs:1 _____________________________ Performance Period: _____________________________ In the event of a conflict among the provisions of the Plan, this Notice, the Terms and Conditions and/or any descriptive materials provided to you, the terms of the Plan shall control. This Award is subject to your acceptance of the Award Agreement by signature below or by e-signature, email or other form of electronic confirmation. Accepted and Agreed: ___________________________________ (Employee) 1 Total number of shares a participant would receive if all performance goals were achieved at Maximum.

2 VENTAS, INC. 2022 INCENTIVE PLAN NOTICE OF PERFORMANCE SHARE UNIT AWARD EXHIBIT A PSU OPPORTUNITY ALLOCATION Performance At: pRSUs2 Metric #1 Metric #2 Metric #3 Metric #4 Total Potential pRSUs3 Maximum Target Threshold 2 Columns to be added or deleted as necessary based on number of metrics approved 3 Sum of potential pRSUs at each applicable performance level, assuming equal attainment for each goal.

3 VENTAS, INC. 2022 INCENTIVE PLAN NOTICE OF PERFORMANCE SHARE UNIT AWARD EXHIBIT B PERFORMANCE GOALS Performance At: Performance Goals Metric #1 (●% of award) Metric #2 (●% of award) Metric #3 (●% of award) Metric #44 (●% of award) Maximum Target Threshold Definitions: For purposes of this Award: [insert definitions of performance metrics] 4 Columns to be added or deleted as appropriate based on number of metrics approved.

4 VENTAS, INC. 2022 INCENTIVE PLAN TERMS AND CONDITIONS TO PERFORMANCE SHARE UNIT AWARD These Terms and Conditions (the “Terms and Conditions”) together with the Notice of Performance Share Unit Award (the “Notice”) provided herewith constitute the “Award Agreement”. 1. Grant of Performance Share Units; Performance Goals. (a) As of the Grant Date, the Company has granted to the Employee up to the maximum number of Performance Share Units (“PSUs”) set forth in the Notice, pursuant to the provisions of the Ventas Inc. 2022 Incentive Plan (the “Plan”). Each earned PSU is a notional amount that represents one (1) unvested share of Common Stock (a “Share”) and constitutes the right, subject to the terms and conditions of the Plan and this Award Agreement, to distribution of a vested Share following the vesting of such PSU and satisfaction of the other requirements specified herein. (b) Except as otherwise provided in Section 2 and Section 3, the PSUs shall be earned, if at all, based on the Company’s achievement of the Performance Goals specified in the Notice over the Performance Period specified in the Notice and following the Committee’s certification of the attainment of the Performance Goals, provided that the Employee remains continuously employed through the end of the Performance Period. (c) The number of PSUs actually earned by the Employee during the Performance Period shall be as set forth in the PSU Opportunity Allocation specified in the Notice. Performance below the threshold level during the Performance Period results in no PSUs being earned with respect to the applicable Performance Goal. Performance above the maximum level results in no more than the maximum PSUs being earned with respect to the applicable Performance Goal. Performance between the threshold and target and target and maximum levels shall be calculated using linear interpolation. 2. Termination of Employment; Change in Control. The PSUs will vest, if at all, as described in Section 1 of these Terms and Conditions, except as otherwise provided in Section 3. Notwithstanding the foregoing: (a) In the event of a termination of employment of Employee prior to the last day of the Performance Period by reason of death or Disability of Employee, the PSUs will vest (without proration) as of the employment termination date, and Employee shall be entitled to receive the corresponding number of Shares underlying such PSUs, based upon actual performance through the applicable employment termination date (treating Employee’s employment termination date as the last day of the Performance Period), as certified by the Committee. (b) In the event of a termination of Employee’s employment, prior to the last day of the Performance Period, by the Company without Cause or by Employee with Good Reason (if and as such term is defined in Employee’s employment agreement or, if none, in Employee’s severance agreement or other similar written agreement with the Company), or due to the retirement by Employee on or after the attainment of a combined number of age and years of service of at least [75][70], with a minimum age of [62][65] (“Retirement”), the PSUs will vest as of the employment termination date (treating Employee’s employment termination date as the last day of the Performance Period), and Employee shall be entitled to receive the corresponding number of Shares underlying such PSUs, based upon (i) actual performance through the employment termination date (treating Employee’s employment termination date as the last day of the Performance Period), as certified by the Committee, multiplied by (ii) a fraction, the numerator of which is the number of days on which Employee was employed during the Performance Period, and the denominator of which is the number of days in the Performance Period. (c) In the event of a Qualifying Termination, the PSUs will vest, to the extent not previously vested, as of the date of such Qualifying Termination (or, if later, the Change in Control), and Employee shall be entitled to receive the corresponding number of Shares underlying such PSUs, based upon the greater of (i) actual performance measured upon the Change in Control (treating the effective date of the Change in Control as the last day of the Performance Period), as certified by the Committee, or (ii) the target level set forth in Section 1 above.

5 For purposes of this Award Agreement, a “Qualifying Termination” occurs if, (x) within the six (6) months prior to the public announcement of a proposed transaction that culminates in a Change in Control, (y) during the period following such public announcement and prior to the Change in Control or (z) within the twenty-four (24) months following a Change in Control, Employee’s employment is terminated by the Company without Cause or by Employee for Good Reason (if and as such term is defined in Employee’s employment agreement or, if none, in Employee’s written severance agreement or other similar written agreement with the Company); provided, that in the case of (x) or (y) the Qualifying Termination shall be deemed to occur upon the date of the Change in Control. For the avoidance of doubt, if Employee receives or otherwise becomes entitled to payment in respect of PSUs pursuant to Section 2(b), and if such termination ultimately constitutes a Qualifying Termination, the number of PSUs that will vest and/or become payable in connection with the Qualifying Termination shall be reduced by the number of PSUs that have previously been or that became payable pursuant to Section 2(b). (d) In the event of a Change in Control without a Qualifying Termination on or prior to the final day of the Performance Period, performance with respect to the Performance Goals will be measured upon the Change in Control (treating the effective date of the Change in Control as the last day of the Performance Period). The PSUs will remain outstanding thereafter and will vest at the end of the original Performance Period, subject to the terms and conditions of this Agreement (including, but not limited to, Section 3). Following the end of the Performance Period, Employee shall be entitled to receive the corresponding number of Shares underlying such PSUs, based upon actual performance through the date of the Change in Control, as certified by the Committee. 3. Forfeiture of PSUs. If Employee’s employment by the Company is terminated for any reason other than death, Disability, Qualifying Termination, or Retirement or termination by the Company without Cause or by Employee with Good Reason (if and as such term is defined in Employee’s employment agreement or, if none, in Employee’s severance agreement or other similar written agreement with the Company), the right to receive Shares underlying any PSUs which have not vested in accordance with Section 2 of this Agreement shall be forfeited by Employee without additional consideration, and Employee shall have no further rights with respect thereto. All PSUs that are unearned based on the Company’s achievement of the Performance Goals during the Performance Period shall be immediately forfeited upon the expiration of the Performance Period. 4. Restriction on Transfers. Employee shall not Transfer any of his or her rights and interests under the PSUs described in this Award Agreement prior to the distribution of the underlying Shares pursuant to Section 6. For purposes of this Agreement, the term “Transfer” shall mean any sale, exchange, assignment, gift, encumbrance, lien, transfer by bankruptcy or judicial order, transfer by operation of law and all other types of transfers and dispositions, whether direct or indirect, voluntary or involuntary. 5. Rights as Stockholder; Dividend Equivalents. (a) Unless and until a PSU has vested and the underlying Share has been distributed to Employee, Employee shall not be entitled to vote in respect of that PSU or Share. (b) Notwithstanding the foregoing, if the Company declares a cash or stock dividend on the Shares of Common Stock while the PSUs remain outstanding (including during any period of delayed settlement due to Employee being a Specified Employee), then, on the payment date of the dividend, a separate account maintained for Employee for bookkeeping purposes only on the books and records of the Company (the “Account”) shall be credited with dividend equivalents in an amount equal to the dividends that would have been paid to Employee if one Share of Common Stock had been issued on the Grant Date for each PSU granted to Employee as set forth in this Agreement. Interest may be credited on the dividend equivalents withheld at a rate and subject to such terms as determined by the Committee. (c) Dividend equivalents shall be subject to the same vesting and forfeiture restrictions (including, but not limited to, the Performance Goals) as the PSUs to which they are attributable and shall be paid on the same date that the PSUs to which they are attributable are settled in accordance with Section 6 hereof (or forfeited at the same time that the PSUs are forfeited). For purposes of clarity, if the maximum Performance Goal is achieved (or deemed to be achieved pursuant to the terms of this Agreement), the dividend Account will be paid at an amount based on the ultimate payout of PSUs earned at the maximum performance level, and if only the threshold Performance Goal is achieved, the dividend Account will be paid at an amount based on the ultimate payout of PSUs earned at the

6 threshold performance level. The dividend Account for levels of performance between the foregoing levels of performance will be paid at interpolated amounts as described in Section 1(c). If no PSUs are earned, no amount in the Account will be paid. (d) Dividend equivalents credited to Employee’s Account shall be distributed in cash or, at the discretion of the Committee, in Shares of Common Stock having a Fair Market Value equal to the amount of dividend equivalents and interest, if any. (e) Except as provided in this Section 5, Employee will have no rights as a stockholder with respect to any Shares subject to the PSUs prior to the date on which he or she is recorded as the holder of those Shares on the records of the Company. 6. Timing and Form of Payment. Except as provided in Section 3 of these Terms and Conditions, after the Committee has certified attainment of the Performance Goals following the end of the Performance Period, Employee will be entitled to receive a number of Shares equal to the total number of PSUs, if any, that are earned and vested as determined in Sections 1 or 2. Delivery of the Shares will be made as soon as administratively practicable after the vesting of the associated number of PSUs, and in any event, no later than sixty (60) days following the date on which such vesting occurs (provided that, for the avoidance of doubt, with respect to a Qualifying Termination, if the termination of Employee’s employment occurs prior to the date of the Change in Control, the date on which such vesting occurs with respect to PSUs that did not otherwise vest on or prior to such Qualifying Termination in accordance with Section 2(b)) shall be the date of the Change in Control). Shares will be credited to an account established for the benefit of Employee with the Company’s administrative agent. Employee will have full legal and beneficial ownership with respect to the Shares at that time. Notwithstanding the foregoing, Employee may elect to defer delivery of the Shares underlying the PSUs as permitted by the Committee, in accordance with Section 409A of the Code. 7. Compliance with Law. The issuance and transfer of Shares of Common Stock shall be subject to compliance by the Company and Employee with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Common Stock may be listed. No Shares shall be issued or transferred unless and until any then applicable requirements of state and federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel. 8. Agreement Does Not Grant Employment Rights. The granting of PSUs shall not be construed as granting to Employee any right to employment by the Company. The right of the Company to terminate Employee’s employment at any time, for any reason, with or without cause, is specifically reserved. 9. Tax Withholding. Employee hereby acknowledges that the Company will be obligated to withhold taxes for amounts hereunder whenever includable in Employee’s income and hereby agrees to make whatever arrangements are necessary to enable the Company to withhold as required by law, including without limitation the right to deduct from payments of any kind otherwise due to Employee. Employee shall have the right to elect to satisfy, in whole or in part, Employee’s tax withholding obligations by having the Company withhold Shares that would otherwise be distributable to Employee hereunder. 10. Miscellaneous. (a) Incorporation of Plan. Except as specifically provided herein, this Agreement is and shall be in all respects subject to the terms and conditions of the Plan, a copy of which Employee acknowledges receiving and the terms of which are incorporated by reference. (b) Recoupment of Awards. All Shares, including Shares that have been delivered or are deliverable in connection with the vesting of PSUs in accordance with Sections 1 or 2 of this Award Agreement, shall be subject to the terms and conditions of any recoupment policy adopted by the Company pursuant to the requirements of Dodd-Frank Wall Street Reform and Consumer Protection Act or other law or the listing requirements of any national securities exchange on which the common stock of the Company is listed or as may otherwise be adopted by the Company pursuant to Section 18.3 of the Plan.

7 (c) Captions. The captions and section headings used herein are for convenience only, shall not be deemed part of this Award Agreement and shall not in any way restrict or modify the context or substance of any section or paragraph of this Award Agreement. (d) Governing Law. This Award Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware without regard to its conflict of laws rules. (e) Defined Terms. All capitalized terms not defined herein shall have the meanings set forth in the Plan, unless a different meaning is plainly required by the context. (f) Code Section 409A. This Award Agreement is intended to be exempt from or, in the alternative, to comply with Code Section 409A and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Code Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Code Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Code Section 409A. Notwithstanding any other provision in this Agreement to the contrary, if Employee is a “specified employee” (as such term is defined for purposes of Code Section 409A) (a “Specified Employee”) at the time of his or her termination of employment, no amount that is subject to Code Section 409A and that becomes payable by reason of such termination of employment shall be paid to Employee before the earlier of (i) the expiration of the six-month period measured from the date of Employee's termination of employment, and (ii) the date of Employee’s death.

EX-10.20

EXECUTION VERSION SEPARATION AND TRANSITION AGREEMENT This Separation and Transition Agreement (the “Agreement”), dated as of January 21, 2023, is entered into between Ventas, Inc. (together with its subsidiaries and affiliates, the “Company”) and John D. Cobb (“Employee”) (the Company and Employee will be collectively referred to hereinafter as the “Parties,” and each, a “Party”). WHEREAS, Employee is employed by the Company; WHEREAS, Employee and the Company are party to that certain Employee Protection and Noncompetition Agreement, dated as of October 21, 2013, as amended on December 8, 2017 (the “Employee Protection Agreement”) and to certain award agreements (the “Award Agreements”) governing Employee’s Company equity awards that are outstanding on the date hereof (the “Company Equity Awards”); WHEREAS, Employee and the Company have mutually agreed that Employee will cease serving as Executive Vice President and Chief Investment Officer effective as of January 23, 2023 (the “Transition Date”), and will continue employment as a senior advisor for a transition period ending on February 15, 2023 (the “Termination Date”), at which time Employee’s employment with the Company will terminate; WHEREAS, the Parties seek to agree on the terms of Employee’s separation from employment with the Company as set forth herein; NOW THEREFORE, the Parties mutually understand and agree as follows: 1. Separation from Employment. (a) As of the Transition Date, Employee will no longer serve as Executive Vice President and Chief Investment Officer of the Company. Effective as of the Transition Date, Employee hereby resigns from, and will cooperate with the Company to perform all acts and execute all additional documents that may be reasonably required to resign from, any and all appointments and memberships that Employee holds as an officer or as a member of the boards of directors, boards of managers, and other similar governing boards or bodies of the Company. (b) During the period from the Transition Date through the Termination Date (the “Transition Period”), Employee will continue employment with the Company as a senior advisor. In such role, Employee will remain reasonably available as required to substantially carry out Employee’s duties and responsibilities, and will provide such services as are requested by the Company’s Chief Executive Officer in order to ensure an orderly transition of Employee’s duties and responsibilities. During the Transition Period, Employee will continue to receive his annual base salary at the rate in effect on the date hereof, will continue to participate in employee benefit plans of the Company in accordance with their terms, and will remain eligible to vest in Company Equity Awards in accordance with the Award Agreements. Employee will not be eligible for an annual bonus in respect of fiscal year 2023. Employee’s service as a senior advisor will automatically terminate on the

2 Termination Date, provided that either Employee or the Company may terminate Employee’s service as a senior advisor for any reason by providing 5 days’ notice to the other party in writing or by email, and the Company may terminate Employee’s service as a senior advisor immediately for Cause (as defined in the Employee Protection Agreement). 2. Separation Benefits. (a) If (i) Employee signs this Agreement and the Bring-Down Release (as defined below) and both this Agreement and the Bring-Down Release become effective and irrevocable, (ii) Employee performs all duties reasonably assigned to him during the Transition Period, and no circumstances constituting Cause exist as of the Termination Date, then Employee’s separation from employment with the Company on the Termination Date will be a termination without Cause for purposes of the Employee Protection Agreement and the Award Agreements, which will result in Employee becoming entitled to receive the payments and benefits set forth in such agreements, as summarized in Annex A attached hereto. (b) Subject to Employee’s compliance with the requirements set forth in Section 2(a) above and in consideration of Employee’s agreement to the extension of his nonsolicit and nonhire covenants pursuant to Section 7 below, each of Employee’s outstanding, fully vested stock option awards, which are listed on Annex B attached hereto, will remain exercisable until the expiration of its original term (as set forth on Annex B hereto), notwithstanding the terms of the applicable Award Agreement. The Parties agree that this Section 2 and Annex A, taken together, constitute a complete and accurate summary of all payments and benefits to which Employee is entitled under this Agreement, the Employee Protection Agreement and the Award Agreements on a termination without Cause. The Parties further agree that Annex B is a complete and accurate summary of all of Employee’s outstanding Company equity awards as of December 31, 2022. 3. Waiver and Release. For valuable consideration from the Company, receipt of which is hereby acknowledged, Employee waives, releases, and forever discharges the Company and its current and former parents, subsidiaries, affiliates, divisions, shareholders, owners, members, officers, directors, attorneys, agents, employees, insurers, successors, and assigns, and the Company’s parents’, subsidiaries’, and affiliates’ divisions, shareholders, owners, members, officers, directors, attorneys, agents, employees, insurers, successors, and assigns (collectively referred to as the “Company Releasees”) from any and all rights, causes of action, claims or demands, whether express or implied, known or unknown, that arise on or before the date that Employee executes this Agreement, which Employee has or may have against the Company and/or the Company Releasees, including, without limitation, any rights, causes of action, claims, or demands relating to or arising out of the following: (a) anti-discrimination, anti-harassment, and anti-retaliation laws, such as the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, and Executive Order 11141, which prohibit employment discrimination based on age; Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866 (42 U.S.C. §1981), the Equal Pay Act, and Executive Order 11246, which prohibit discrimination based on race, color, national origin, religion, or sex (including sexual harassment or sexual abuse); the Genetic Information Nondiscrimination Act, which prohibits discrimination on the basis of genetic information; the Americans With Disabilities Act and §§503 and 504 of the

3 Rehabilitation Act of 1973, which prohibit discrimination based on disability; and any other federal, state, or local laws prohibiting employment or wage discrimination; (b) other employment laws, such as the Worker Adjustment and Retraining Notification Act, which requires that advance notice be given of certain workforce reductions; the Employee Retirement Income Security Act of 1974, which, among other things, protects employee benefits; the Family and Medical Leave Act, which requires employers to provide leaves of absence under certain circumstances; state laws which regulate wage and hour matters, including all forms of compensation, vacation pay, sick pay, compensatory time, overtime, commissions, bonuses, and meal and break periods; state family, medical, and military leave laws, which require employers to provide leaves of absence under certain circumstances; the Sarbanes Oxley Act; and any other federal, state, or local laws relating to employment which—to the extent Employee performed work for the Company in West Virginia—would include, without limitation, the West Virginia Human Rights Act, the California Fair Employment and Housing Act which prohibits unlawful discrimination, harassment and retaliation in employment and housing and—to the extent Employee performed work for the Company in New Jersey—would include, without limitation, the New Jersey Conscientious Employee Protection Act; (c) tort, contract, and quasi-contract claims, such as claims for wrongful discharge, physical or personal injury, sexual harassment or sexual abuse, intentional or negligent infliction of emotional distress, fraud, fraud in the inducement, negligent misrepresentation, defamation, invasion of privacy, interference with contract or with prospective economic advantage, breach of express or implied contract, unjust enrichment, promissory estoppel, breach of covenants of good faith and fair dealing, negligent hiring, negligent supervision, negligent retention, and similar or related claims; and (d) all remedies of any type, including, without limitation, damages and injunctive relief, in any action that may be brought on Employee’s behalf against the Company and/or the Company Releasees by any government agency or other entity or person. Employee understands that Employee is releasing claims about which Employee may not know anything at the time Employee executes this Agreement. Employee acknowledges that it is Employee’s intent to release such unknown claims, even though Employee recognizes that someday Employee might learn new facts relating to Employee’s employment or learn that some or all of the facts Employee currently believes to be true are untrue, and even though Employee might then regret having signed this Agreement. Nevertheless, Employee acknowledges Employee’s awareness of that risk and agrees that this Agreement shall remain effective in all respects in any such case. Employee expressly waives all rights Employee might have under any laws intended to protect Employee from waiving unknown claims. 4. Excluded Claims. Notwithstanding anything to the contrary in this Agreement, the waiver and release contained in this Agreement shall exclude awards to Employee from or by a government agency for providing information, as well as (a) any rights to payments and benefits under this Agreement; (b) any right to payment of any vested benefits to which Employee may be entitled under a Company sponsored tax qualified retirement or savings plan and any rights to vested stock options previously granted by the Company; (c) any rights or claims that may arise after the date on which Employee executes this Agreement; (d) any rights or claims to

4 indemnification, and/or defense under any of the Company’s certificates of incorporation, bylaws and/or policies or procedures, or under any insurance contract, in connection with Employee’s acts and omissions within the course and scope of Employee’s employment with the Company; or (e) any rights or claims that cannot be released under applicable law, such as unemployment insurance claims and worker’s compensation claims (excluding claims under any worker’s compensation law for discriminatory/retaliatory termination, which are included in the release). 5. Bring-Down Release. Employee agrees to ratify and confirm the release and waiver set forth in this Agreement by signing the release and waiver attached hereto as Annex C (the “Bring-Down Release”), on, or within twenty-one (21) days following, the Termination Date as an express condition to receiving any of the benefits under this Agreement. 6. Duty to Cooperate. During or subsequent to the Transition Period, Employee will to assist in the defense of the Company’s interests in pending or threatened litigation and any other administrative and regulatory proceedings which currently exist or which may arise in the future and involve the conduct of the Company’s business activities during the period of Employee’s employment as Executive Vice President and Chief Investment Officer with the Company. 7. Confidentiality; Non-Competition; Non-Solicitation; Non-Disparagement. Employee acknowledges that he remains bound by the restrictive covenants as set forth in Section 3 of the Employee Protection Agreement. By signing this Agreement, Employee agrees that the restricted period during which the nonsolicit and nonhire covenants set forth in Sections 3(b)(i) and 3(b)(ii) of the Employee Protection Agreement apply to Employee shall be extended from 12 months to 18 months following Employee’s termination of employment. For ease of reference, such covenants, as modified by this Section 7, are set forth in Annex D attached hereto. The “Restricted Period,” as defined in Annex D attached hereto, shall begin on the Termination Date (or upon Employee’s earlier termination of employment with the Company for any reason). 8. Right to Communicate. (a) Notwithstanding any provision of this Agreement or any other agreement executed by Employee to the contrary, there shall be no restriction on Employee’s ability to (i) speak with law enforcement, the United States Equal Employment Opportunity Commission, or any a state or local agency charged with the investigation or enforcement of equal employment opportunity (including, without limitation, the Illinois Department of Human Rights), or an attorney retained by Employee; (ii) report violations of any law or regulation to, or initiate, testify, assist, comply with a subpoena from, or participate in any manner with an investigation conducted by, an appropriate local, state, or federal agency; (iii) otherwise provide truthful testimony or information pursuant to subpoena, court order, or similar legal process; (iv) otherwise engage in whistleblower activity protected by the Securities Exchange Act of 1934, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or any rules or regulations issued thereunder, including, without limitation, Rule 21F-17; or (v) file or disclose any facts necessary to receive unemployment insurance, Medicaid, or other public benefits to which Employee is entitled. (b) In addition, 18 U.S.C. §1833(b) provides, “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government

5 official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” Nothing in this Agreement, any other agreement executed by Employee, or any Company policy is intended to conflict with this statutory protection. 9. Waiver of Future Employment with the Company. Employee agrees that, while Employee may apply for future positions with the Company, Company has no obligation to hire or rehire Employee at any time in the future. Employee forever releases, waives, and relinquishes any right or claim to be hired by, or to reinstatement with, the Company. Employee agrees that this Agreement is a lawful, non-discriminatory, and non-retaliatory basis upon which the Company may refuse to hire or rehire Employee. 10. Consideration. Employee acknowledges that the payments and benefits set forth in the Employee Protection Agreement, as summarized on Annex A hereto, exceed that to which Employee would otherwise be entitled upon termination of employment without providing a release of claims. 11. Non-Admission of Liability. The Parties agree that nothing contained in this Agreement is to be construed as an admission of liability, fault, or improper action on the part of either of the Parties. 12. Return of Company Property. Employee agrees to cooperate with the Company to return promptly following the execution of this Agreement, all property belonging to the Company, including, without limitation, all keys, access cards, office equipment, computers, cellular telephones, notebooks, documents, records, files, written materials, electronic information, credit cards bearing the Company’s name, and other Company property (originals or copies in whatever form) in Employee’s possession or under Employee’s control, with the exception of this Agreement, compensation and benefits-related documents concerning Employee, and any property that the Company determines is necessary for Employee to perform services during the Transition Period (which property will be promptly returned to the Company by Employee following the Termination Date). 13. Consultation With Legal Counsel. The Company hereby advises Employee to consult with an attorney prior to signing this Agreement. The Company will reimburse Employee for, or pay directly, Employee’s reasonable and documented legal fees and costs incurred in connection with the review, drafting and negotiation of this Agreement up to a maximum amount of $5,000. 14. Review and Revocation Periods. Employee acknowledges that Employee has been given at least twenty-one (21) to consider this Agreement from the date that it was first given to Employee. Employee agrees that changes in the terms of any version(s) of this Agreement, whether material or immaterial, do not restart the running of the twenty-one (21)-day consideration period. Employee may accept the Agreement by executing this Agreement within the designated time period, but no sooner than the first day after the Termination Date. Employee shall have seven (7) days from the date that Employee executes the Agreement to revoke Employee’s acceptance of the Agreement by delivering written notice of revocation within the seven (7)-day period to the following Company contact:

6 Ventas, Inc. 353 North Clark Street Ste. 3300 Chicago, Illinois 60654 Attn: General Counsel If Employee does not revoke acceptance, this Agreement will become effective and irrevocable by Employee on the eighth day after Employee has executed it. 15. Disputes. The provisions of Sections 5 (Disputes) and 18 (Governing Law) of the Employee Protection Agreement relating to dispute resolution, forum and governing law are incorporated herein and shall exclusively govern and apply to this Agreement, mutatis mutandis. 16. Severability. Should any provision of this Agreement be held to be illegal, void or unenforceable, such provision shall be of no force and effect. However, the illegality or unenforceability of any such provision shall have no effect upon, and shall not impair the enforceability of, any other provision of this Agreement, except that if the release of claims included in Section 3 of this Agreement or the Bring-Down Release is held to be invalid or otherwise unenforceable, or the noncompetition covenant set forth in the Employee Protection Agreement is held to be invalid in any material respect, then the Company shall be relieved of any obligation to provide the payments and benefits pursuant to the Employee Protection Agreement as summarized on Annex A hereto. 17. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. A signed counterpart delivered as a PDF by email or by facsimile shall be as valid and binding as the original. 18. Binding Effect. This Agreement shall be binding upon and inure to the benefit of Employee, the Company, and the Company Releasees, and their respective representatives, predecessors, heirs, successors, and permitted assigns. This Agreement may not be assigned by Employee without the prior written authorization of the Company, and any unauthorized assignment by Employee shall be null and void ab initio. 19. Entire Agreement. This Agreement contains the complete understanding between the Parties as to the subject matter contained herein, and no other promises or agreements shall be binding unless signed by both an authorized representative of the Company and Employee. In signing this Agreement, the Parties are not relying on any fact, statement, or assumption not set forth in this Agreement. Notwithstanding the foregoing, Employee understands that any agreements signed by Employee to which the Company is a party, a successor, or an assign concerning non-disclosure of confidential information (including, without limitation, the Confidentiality Agreement executed by Employee at the time of his/her hiring), non-competition, non-solicitation, tuition reimbursement, loan repayment, deductions from final compensation, ownership of inventions or intellectual property, equity or stock plans, or the like, including the Employee Protection Agreement and the Award Agreements (the “Surviving Terms”), are not superseded by this Agreement. Rather, the Surviving Terms (as modified by this Agreement, to the extent applicable) are incorporated herein by reference and, to the extent the Surviving terms impose upon Employee additional and/or broader obligations than contained herein, such Surviving Terms will be controlling unless the Company expressly waives in writing its right to

7 enforce such Surviving Terms. 20. Code Section 409A Compliance. It is intended that this Agreement shall comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and other guidance promulgated thereunder (“Code Section 409A”), or be exempt from the application of Code Section 409A. For purposes of Code Section 409A, the right to a series of installment payments hereunder shall be treated as a right to a series of separate payments. In no event may Employee, directly or indirectly, designate the calendar year of any payment under this Agreement. Notwithstanding any provision in this Agreement to the contrary, any references to termination of employment or Termination Date shall mean and refer to “separation from service” and the date of such “separation from service” as that term is defined in Code Section 409A. 21. Specified Employee. Notwithstanding any other provision of this Agreement to the contrary, if Employee is considered a “specified employee” for purposes of Code Section 409A, any payment that constitutes “deferred compensation” within the meaning of Code Section 409A that is otherwise due to Employee as a result of such Employee’s “separation from service” under this Agreement during the six (6)-month period immediately following Employee’s “separation from service” shall be accumulated and paid to Employee on the first day of the seventh month following such “separation from service” (“Delayed Payment Date”), provided that if Employee dies prior to the payment of such amounts, such amounts shall be paid to the personal representative of Employee’s estate on the first to occur of the Delayed Payment Date or ten (10) days following the date of Employee’s death. 22. Representation and Warranty of Understanding. By signing below, Employee represents and warrants that Employee: (a) has carefully read and understands the terms of this Agreement; (b) is entering into the Agreement knowingly, voluntarily and of Employee’s own free will; (c) understands its terms and significance and intends to abide by its provisions without exception; (d) has not made any false statements or representations in connection with this Agreement; and (e) has not transferred or assigned to any person or entity not a party to this Agreement any claim or right released hereunder, and Employee agrees to indemnify the Company and hold it harmless against any claim (including claims for attorneys’ fees or costs actually incurred, regardless of whether litigation has commenced) based on or arising out of any alleged assignment or transfer of a claim by Employee. [Signature Page Follows.]

8 IN WITNESS WHEREOF, and intending to be legally bound, the parties hereto have caused this Agreement to be signed as of the first date set forth above. VENTAS, INC. By: Title: Signed: John D. Cobb DocuSign Envelope ID: ED2B1211-673C-4AE4-95F0-D2EA65405D54

8 IN WITNESS WHEREOF, and intending to be legally bound, the parties hereto have caused this Agreement to be signed as of the first date set forth above. VENTAS, INC. By: Carey S. Roberts Title: Executive Vice President, General Counsel Signed: John D. Cobb DocuSign Envelope ID: 2E9515DB-E94A-40C7-BF10-DE75298F13CF

A-1 ANNEX A Separation Payments and Benefits

Separation Term Sheet January 21, 2023 John D. Cobb Contingent on Entering Into Separation Agreement in Form Presented by S:00 PM on Sunday January 22 Notification Date Cessation as Officer/ Public Annoucement Transition Period Termination Date 1/18/2023 1/23/2023 1/23/2023 - 2/15/2023 2/15/2023 Cash Severance per EPA 1 $ 2,302,506.50 (base salary+ annual incentive at max) 2022 Annual lncentive 1 ' 2 $ 1,242,031.00 (actual corporate goal attainment and target MBO attainment) Benefits Continuation per EPA 1 • Benefit coverage for medical, dental & vision • Up to 12-months of benefit coverage through COBRA at the employee contribution rate • Remaining 6-months of COBRA coverage at the full COBRA premium rate Base Salary During Transition Period $ Equity Vesting and Related Cash Payments During Transition Period Type Award Date Vest Date RSUs 1/25/21 1/25/23 RSUs 1/4/22 2/1/23 Supp. RSUs 1/25/21 1/25/23 2020-22 PSUs 2/24/20 1/25/23 Total Shares Dividend Equivalents and Interest for 2020-2022 PSUs Accelerated Equity Vesting and Related Cash Payments per Award Agreements Type Award Date Vest Date RSUs 2/24/20 2/24/23 RSUs 1/25/21 1/25/24 RSUs 1/4/22 2/1/24 2021-23 PSUs 3 1/25/21 2/28/23 2022-24 PSUs 3 1/4/22 2/28/23 Total Shares Shares 8,696 6,819 16,306 * 31,395 Shares 6,478 8,696 * 6,819 * 28,299 18,717 $ Dividend Equivalents and Interest for 2021-2023 PSUs Dividend Equivalents and Interest for 2022-2024 PSUs $ $ Other Items Legal Fees: Reimbursement of reasonable legal fees associated with review of Separation Agreement. Stock Options: Each outstanding and vested stock option will be exercisable until the expiration of such stock option's original term. 4 Notes 1) Contingent on the execution of a general release of claims. 2) 3) 4) Reflects tentative / preliminary corporate goal attainment; subject to reporting of the Company's 2022 financial results. Reflects goal attainment as of December 31, 2022. See Statement of Current Equity Award Status for the details of the outstanding options. Indicates share vestings that would not occur but for continued employment through the Transition Period. 50,465.90 63,216 188,611.00 69,009 105,908.33 34,566.04

B-1 ANNEX B Summary of Employee’s Outstanding Equity Awards

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C-1 ANNEX C Bring-Down Release This Bring-Down Release (the “Release”) is entered into as of [DATE] by John D. Cobb (hereinafter the "Employee") in connection with his separation from employment with Ventas, Inc. (“VTR” or the “Company”), a Delaware Corporation with an office and place of business at 353 North Clark Street, Suite 3300, Chicago, Illinois 60654, and in accordance with the terms of the Separation and Transition Agreement between Employee and VTR dated as of January 21, 2023 (the “Separation Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Separation Agreement. 1. Condition to Receipt of Separation Benefits. Employee acknowledges that, as an express condition to Employee’s right to receive the benefits enumerated in Section 2 of the Separation Agreement, Employee is required to ratify and confirm the release and waiver set forth in the Separation Agreement effective as of the Termination Date. Accordingly, by signing this Release, Employee is expressly ratifying and confirm such release and waiver, as set forth at length below, effective as of the Termination Date. 2. Waiver and Release. For valuable consideration from the Company, receipt of which is hereby acknowledged, Employee waives, releases, and forever discharges the Company and its current and former parents, subsidiaries, affiliates, divisions, shareholders, owners, members, officers, directors, attorneys, agents, employees, insurers, successors, and assigns, and the Company’s parents’, subsidiaries’, and affiliates’ divisions, shareholders, owners, members, officers, directors, attorneys, agents, employees, insurers, successors, and assigns (collectively referred to as the “Company Releasees”) from any and all rights, causes of action, claims or demands, whether express or implied, known or unknown, that arise on or before the date that Employee executes this Release, which Employee has or may have against the Company and/or the Company Releasees, including, without limitation, any rights, causes of action, claims, or demands relating to or arising out of the following: (a) anti-discrimination, anti-harassment, and anti-retaliation laws, such as the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, and Executive Order 11141, which prohibit employment discrimination based on age; Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866 (42 U.S.C. §1981), the Equal Pay Act, and Executive Order 11246, which prohibit discrimination based on race, color, national origin, religion, or sex (including sexual harassment or sexual abuse); the Genetic Information Nondiscrimination Act, which prohibits discrimination on the basis of genetic information; the Americans With Disabilities Act and §§503 and 504 of the Rehabilitation Act of 1973, which prohibit discrimination based on disability; and any other federal, state, or local laws prohibiting employment or wage discrimination; (b) other employment laws, such as the Worker Adjustment and Retraining Notification Act, which requires that advance notice be given of certain workforce reductions; the Employee Retirement Income Security Act of 1974, which, among other things, protects employee benefits; the Family and Medical Leave Act, which requires

C-2 employers to provide leaves of absence under certain circumstances; state laws which regulate wage and hour matters, including all forms of compensation, vacation pay, sick pay, compensatory time, overtime, commissions, bonuses, and meal and break periods; state family, medical, and military leave laws, which require employers to provide leaves of absence under certain circumstances; the Sarbanes Oxley Act; and any other federal, state, or local laws relating to employment which—to the extent Employee performed work for the Company in West Virginia—would include, without limitation, the West Virginia Human Rights Act, the California Fair Employment and Housing Act which prohibits unlawful discrimination, harassment and retaliation in employment and housing and—to the extent Employee performed work for the Company in New Jersey— would include, without limitation, the New Jersey Conscientious Employee Protection Act; (c) tort, contract, and quasi-contract claims, such as claims for wrongful discharge, physical or personal injury, sexual harassment or sexual abuse, intentional or negligent infliction of emotional distress, fraud, fraud in the inducement, negligent misrepresentation, defamation, invasion of privacy, interference with contract or with prospective economic advantage, breach of express or implied contract, unjust enrichment, promissory estoppel, breach of covenants of good faith and fair dealing, negligent hiring, negligent supervision, negligent retention, and similar or related claims; and (d) all remedies of any type, including, without limitation, damages and injunctive relief, in any action that may be brought on Employee’s behalf against the Company and/or the Company Releasees by any government agency or other entity or person. Employee understands that Employee is releasing claims about which Employee may not know anything at the time Employee executes this Release. Employee acknowledges that it is Employee’s intent to release such unknown claims, even though Employee recognizes that someday Employee might learn new facts relating to Employee’s employment or learn that some or all of the facts Employee currently believes to be true are untrue, and even though Employee might then regret having signed this Release. Nevertheless, Employee acknowledges Employee’s awareness of that risk and agrees that this Release shall remain effective in all respects in any such case. Employee expressly waives all rights Employee might have under any laws intended to protect Employee from waiving unknown claims. 3. Excluded Claims. Notwithstanding anything to the contrary in this Release, the waiver and release contained in this Release shall exclude awards to Employee from or by a government agency for providing information, as well as (a) any rights to payments and benefits under the Separation Agreement; (b) any right to payment of any vested benefits to which Employee may be entitled under a Company sponsored tax qualified retirement or savings plan and any rights to vested stock options previously granted by the Company; (c) any rights or claims that may arise after the date on which Employee executes this Release; (d) any rights or claims to indemnification, and/or defense under any of the Company’s certificates of incorporation, bylaws and/or policies or procedures, or under

C-3 any insurance contract, in connection with Employee’s acts and omissions within the course and scope of Employee’s employment with the Company; or (e) any rights or claims that cannot be released under applicable law, such as unemployment insurance claims and worker’s compensation claims (excluding claims under any worker’s compensation law for discriminatory/retaliatory termination, which are included in the release). 4. Employee is encouraged to consult with an attorney before signing this Release and acknowledges that he has been given twenty-one (21) days to review and consider this Release. By executing this Release, Employee affirmatively states that he has had sufficient and reasonable time to review this Release and to consult with an attorney concerning his legal rights prior to the final execution of this Release. Employee further agrees that he has carefully read this Release and fully understands its terms. Employee acknowledges that he has entered into this Release, knowingly, freely and voluntarily. 5. Employee may revoke this Release within seven (7) days of the date of Employee's signature. Revocation can be made by delivering a written notice of revocation to Carey Roberts, Executive Vice President, General Counsel, and Ethics & Compliance Officer. For this revocation to be effective, Ms. Roberts must receive written notice no later than close of business on the seventh (7th) day after Employee signs and returns this Release. If Employee revokes this Release, it shall not be effective or enforceable and Employee will not receive any separation benefits described in the Separation Agreement and agrees to immediately repay to the Company the value of any benefits provided prior to revocation. 6. Provided Employee does not timely exercise his right of revocation as described in paragraph 7 above, this Release shall become effective and enforceable on the eighth (8th) day following Employee’s delivery of a copy of this executed Release to the Company. Employee states that he has read this Release, fully understands its content and effect, and without duress or coercion, knowingly and voluntarily assents to its terms. [Signature Page Follows.]

C-4 IN WITNESS WHEREOF, Employee has executed this Bring-Down Release as of the date set forth below. ________________________________ John D. Cobb _______________________________ Date

D-1 Annex D Restrictive Covenants All capitalized terms used and not otherwise defined in this Annex D shall have the meaning given to such terms in the Employee Protection Agreement. As used in this Annex D, “Agreement” shall mean the Employee Protection Agreement. 3. Restrictive Covenants. (a) Confidentiality. (i) Executive shall not, unless written permission is granted by the Company, disclose to or communicate in any manner with the press or any other media about Executive's employment with the Company, the terms of this Employee Agreement, the termination of Executive's employment with the Company, the Company's businesses or affairs, the Company's officers, directors, employees and/or consultants, or any matter related to any of the foregoing. (ii) Executive acknowledges that it is the policy of the Company and its Subsidiaries to maintain as secret and confidential all information and techniques acquired, developed, possessed or used by the Company and its Subsidiaries relating to their business, operations, actual or potential products, strategies, assets, liabilities, potential assets and liabilities, employees, customers, tenants, operators, borrowers, managers, proposed or prospective customers, tenants, operators, borrowers and managers, business partners, communities, buildings and facilities (including without limitation: information protected by the Company's attorney/client, work product, or tax advisor/audit privileges; tax matters and information; financial analysis and models; the Company's strategic plans; negotiations with third parties; methods, policies, processes, formulas, techniques, know-how and other knowledge; trade practices, trade secrets, or financial matters; lists of customers or customers' purchases; lists of suppliers, representatives, or other distributors; lists of and information (business, financial or otherwise) about tenants, operators, borrowers, managers and customers and their respective businesses and operations; requirements for systems, programs, machines, or their equipment; information regarding the Company's bank accounts, credit agreement or financial projections, results or information; information regarding the Company's directors or officers or their personal affairs), whether or not any such information or any of the material described above is explicitly designated or marked as "confidential" ("Confidential Information"). "Confidential Information" shall not include information that (A) is or becomes generally available to the public other than as a result of a disclosure by Executive in violation of this Agreement, (B) was available to Executive on a non- confidential basis prior to Executive's employment with the Company, or (C) is compelled to be disclosed by any law, regulation or order of a court or governmental agency, provided that prior written notice is given to the Company and Executive cooperates with the Company in any efforts by the Company to limit the scope of such obligation and/or to obtain confidential treatment of any material disclosed pursuant to such obligation. Executive recognizes that all such Confidential

D-2 Information is the sole and exclusive property of the Company and its Subsidiaries, and that disclosure of Confidential Information would cause damage to the Company and its Subsidiaries. Executive shall not disclose, directly or indirectly, any Confidential Information obtained during Executive's employment with the Company, and will take all necessary precautions to prevent disclosure, to any unauthorized individual or entity inside or outside the Company, and will not use the Confidential Information or permit its use for the benefit of Executive or other third party other than the Company. These obligations shall continue for so long as the Confidential Information remains Confidential Information. (b) Noncompetition, Nonsolicitation, Noninterference. Executive shall not during Executive's employment with the Company and during (A) with respect to Sections 3(b)(i) and 3(b)(ii), the 18-month period after the termination of Executive's employment with the Company for any reason, and (B) with respect to Sections 3(b)(iii) and 3(b)(iv), the one (1)-year period after the termination of Executive's employment with the Company for any reason (clause (A) and (B) together, the “Restricted Period”), either directly or indirectly (through another business or person), engage in or facilitate any of the following activities anywhere in the United States: (i) Hiring, recruiting, engaging as a consultant or adviser, employing or attempting or soliciting to hire, recruit or employ any person employed by the Company or any Subsidiary or affiliate, or causing or attempting to cause any third party to do any of the foregoing; nothing in this Section 3(b)(i) shall, however, restrict Executive from general employment advertising on a broad basis not targeted at or designed for any such employee; (ii) Causing or attempting to cause any person employed at any time during the Restricted Period by the Company or any Subsidiary or affiliate to terminate his or her relationship with the Company or any Subsidiary or affiliate; (iii) Soliciting, enticing away, or endeavoring to entice away, or otherwise interfering with any employee, customer, tenant, operator, manager or proposed employee, customer, tenant, operator or manager with whom the Company or any Subsidiary or affiliate has ongoing contact, financial partner or proposed financial partner with whom the Company or any Subsidiary or affiliate has ongoing contact, vendor, supplier or other similar business relation, who at any time during the Restricted Period or who at any time during the period commencing one (1) year prior to the Date of Termination, to Executive's knowledge, maintained a material business relationship with the Company or any Subsidiary or affiliate or with whom the Company or any Subsidiary or affiliate is targeting for a material business relationship or is engaged in discussions with to commence a material business relationship at the time of termination of Executive's employment with the Company; or (iv) Performing services as an employee, director, officer, consultant, independent contractor or advisor; or investing in, whether in the form of equity or debt, owning any interest or otherwise having an ownership or other interest or a connection to

D-3 any Prohibited Entity (as defined below); or performing services as an employee, director, officer, consultant, independent contractor or advisor to any other company, entity or person if those services relate directly to a business or businesses that directly and materially compete with the Company anywhere in the United States. Nothing in this Section 3(b)(iv) shall, however, restrict Executive from (A) making an investment in and owning up to two percent (2%) of the common stock of any company whose stock is listed on a national exchange, provided that such investment does not give Executive the right or ability to control or influence the policy decisions of any direct competitor, or (B) except as provided in Section 3(c) below, performing services as an employee, director, officer, consultant, independent contractor or advisor of an operating company that provides healthcare goods or services other than leasing or financing of real property (for example, a hospital or a nursing facility). For purposes of this Agreement, a "Prohibited Entity" is any company, entity or person that derives more than twenty percent (20%) of its consolidated gross revenues from a business or businesses that directly and materially compete with the Company. (c) Other Prohibited Activities. Executive acknowledges that Executive's position at the Company provides Executive with access to highly sensitive information concerning the Company's lessees, managers, borrowers and operators and their affiliates and leases, operating agreements, management agreements and other contractual agreements with such lessees, managers, borrowers and operators and their affiliates which are critical to the Company's ability to effectively function and to the properties to be purchased by the Company, and that if Executive were to provide services for such lessees, managers, borrowers and operators and/or their affiliates such services would cause irreparable damages to the Company. Executive shall not during Executive's employment and the Restricted Period, either directly or indirectly (through another business or person), engage in or facilitate any of the following activities anywhere in the United States or in any location outside the United States where the Company conducts or plans to conduct business: performing services as an employee, director, officer, consultant, independent contractor or advisor of, or investing in, whether in the form of equity or debt, owning any interest or otherwise having an ownership or other interest in by of the Company's then current lessees, managers, borrowers or operators or any of their respective parent, sister, subsidiary or affiliated entities (other than any such lessee, manager, borrower or operator that, together with its parent, sister, subsidiary and affiliated entities, contributes less than five percent (5%) of the Company's net operating income (NOI), computed on a proforma annualized basis consistent with the Company's most recent supplemental disclosure, and is not in default under any of its agreements with the Company nor has an ongoing dispute with the Company) in any manner, including without limitation as an owner, principal, partner, officer, director, stockholder, employee, consultant, contractor, agent, broker, representative or otherwise. Nothing in this Section 3(c) shall, however, restrict Executive from making an investment in and owning, directly or indirectly, up to two percent (2%) of the common stock of any company whose stock is listed on a national exchange, provided that such investment does not give Executive the right or ability to control or influence the policy decisions of any lessee, manager, borrower or operator or any of its parent, sister, subsidiary or affiliated entities.

D-4 (d) Non-Disparagement. (i) Executive agrees not to make, or cause to be made, any statement, observation or opinion, or communicate any information (whether oral or written, directly or indirectly) that (A) accuses or implies that the Company and/or any of its affiliates, together with their respective present or former officers, directors, partners, stockholders, employees and agents, and each of their predecessors, successors and assigns, engaged in any wrongful, unlawful, unethical or improper conduct, whether relating to Executive's employment (or termination thereof), the business or operations of the Company, or otherwise; or (B) disparages, impugns or in any way reflects adversely upon the business, good will, products, business opportunities, competency, character, behavior or reputation of the Company and/or any of its affiliates, together with their respective present or former officers, directors, partners, stockholders, employees and agents, and each of their predecessors, successors and assigns. (ii) Nothing herein shall be deemed to preclude Executive or the Company from providing truthful testimony or information pursuant to subpoena, court or other similar legal process or proceedings. (e) New Employer. Executive shall provide the terms and conditions of this Section 3 to any prospective new employer or new employer and shall permit the Company to contact any such company, entity or individual to confirm Executive’s compliance with this Section 3 and shall provide the Company with such information as it requests to allow such inquiry. (f) Reasonableness of Restricted Covenants. (i) Executive acknowledges that the covenants contained in this Section 3 are reasonable in the scope of the activities restricted, the geographic area covered by the restrictions, and the duration of the restrictions, and that such covenants are reasonably necessary to protect the Company's legitimate interests in its Confidential Information, its reputation, and in its relationships with its employees, customers, and suppliers. (ii) The Company has consulted, and Executive has had an opportunity to consult, with their respective legal counsel and to be advised concerning the reasonableness and propriety of such covenants. Executive acknowledges that Executive's observance of the covenants contained herein will not deprive Executive of the ability to earn a livelihood or to support Executive's dependents. (iii) If any provision or portion of Section 3 of this Agreement is held to be unenforceable because of the scope, duration, territory or terms thereof, Executive agrees that the court making such determination shall have the power to and shall reduce the scope, duration, territory and/or terms of such provision, so that the provision is enforceable by the court to afford the maximum protection to the Company under the law, and such provision as amended shall be enforced by the court. (g) Right to Injunction. In recognition of the confidential nature of the Confidential Information,

D-5 and in recognition of the necessity of the limited restrictions imposed by Section 3, Executive and the Company agree that it would be impossible to measure solely in money the damages which the Company would suffer if Executive were to breach any of Executive's obligations hereunder. Executive acknowledges that any breach of any provision of this Agreement would irreparably injure the Company. Accordingly, Executive agrees that if Executive breaches any of the provisions of Section 3, the Company shall be entitled, in addition to any other remedies to which the Company may be entitled under this Agreement or otherwise, to an injunction to be issued without bond by a court of competent jurisdiction, to restrain any breach, or threatened breach, of any provision of Section 3, and Executive hereby waives any right to assert any claim or defense that the Company has an adequate remedy at law for any such breach or to require the Company to post bond or other security during the pendency of such injunction. (h) During the one (1) year period following a termination of Executive's employment with the Company, Executive shall from time to time provide the Company with such reasonable assistance and cooperation as the Company may reasonably from time to time request in connection with any financial and business issues, investigation, claim, dispute, judicial, legislative, administrative or arbitral proceeding, or litigation (any of the foregoing, a "Proceeding") arising out of matters (within the knowledge of Executive and related to Executive's position as an employee of the Company. Such assistance and cooperation shall include providing information, declarations or statements to the Company, signing documents, meeting with attorneys or other representatives of the Company, and preparing for and giving truthful testimony in connection with any Proceeding or related deposition. Executive shall agree to also make himself available to assist the Company with transition of Executive's duties to his successor and addressing ongoing issues and problems. In any such instance, Executive shall provide such assistance and cooperation at times and in places mutually convenient for the Company and Executive and which do not unreasonably interfere with Executive's business or personal activities. The Company shall reimburse Executive's reasonable out-of-pocket costs and expenses in connection with such assistance and cooperation upon Executive's written request in such form and containing such information as the Company shall reasonably request.

EX-21

Exhibit 21

SUBSIDIARIES OF VENTAS, INC.

Entity Name	Jurisdiction of Organization or Formation
1425 Hunt Club, LLC	Delaware
1445 Hunt Club, LLC	Delaware
14851 Yorba Street, LLC	Delaware
200 Andrews, LLC	South Carolina
2010 Union Limited Partnership	Washington
311 South Sarah, LLC	Delaware
3737 Market Investment Fund, LLC	Missouri
4210 Duncan, LLC	Delaware
4220 Duncan Holding, LLC	Delaware
4220 Duncan, LLC	Delaware
4MLK Phase I Holding, LLC	Delaware
4MLK Phase I JV, LLC	Delaware
4MLK Phase I Member, LLC	Delaware
4MLK Phase I Owner, LLC	Delaware
4MLK Phase I REIT, LLC	Delaware
4MLK Phase I TRS, LLC	Delaware
4MLK Phase II Holding, LLC	Delaware
4MLK Phase II JV, LLC	Delaware
4MLK Phase II Owner, LLC	Delaware
4MLK Phase II REIT, LLC	Delaware
5051 Centre Developer JV, LLC	Delaware
5051 Centre Unit 1 Owner, LLC	Delaware
5051 Centre Unit 2 Owner, LLC	Delaware
755 Milwaukee MOB, LLC	Delaware
890 Professional MOB, LLC	Delaware
AHS Oklahoma Health System, LLP	Delaware
AHS Oklahoma Holdings, Inc.	Delaware
AHS Oklahoma Hospitals, Inc.	Delaware
AL (AP) Holding LLC	Delaware
AL (HCN) Holding LLC	Delaware
AL (MT) Holding LLC	Delaware
AL I/East Brunswick Senior Housing Propco, LLC	Delaware
AL I/East Brunswick Senior Housing, LLC	Delaware
AL I/Glen Ellyn Senior Housing, LLC	Delaware
AL I/La Costa Senior Housing Propco, LP (f/k/a Mountview Propco, LP)	Delaware
AL I/LA COSTA SENIOR HOUSING, LLC	Delaware
AL I/Naperville Senior Housing Opco, LLC (f/k/a Grayson Valley Propco, LLC)	Delaware
AL I/Naperville Senior Housing, LLC	Delaware
AL I/North Lynbrook Senior Housing Propco, LLC	Delaware
AL I/North Lynbrook Senior Housing, LLC	Delaware

    Quarter End: 12/31/2022    Last Activity: 12/14/2022

1

AL I/Pinehurst Senior Housing Propco, LLC	Delaware
AL I/Pinehurst Senior Housing, LLC	Delaware
AL I/Providence Senior Housing Opco, LP (fka Rivershire Propco, LLC)	Delaware
AL I/Providence Senior Housing, LP (fka AL I/Providence Senior Housing, LLC)	Delaware
AL I/Richmond Senior Housing Opco, LLC	Delaware
AL I/Richmond Senior Housing, LLC	Delaware
AL I/Stamford Senior Housing Propco, LLC	Delaware
AL I/Stamford Senior Housing, LLC	Delaware
AL I/Woodcliff Lake Senior Housing Propco, LLC	Delaware
AL I/Woodcliff Lake Senior Housing, LLC	Delaware
AL III Investments Propco, LP (f/k/a Grossmont Gardens Propco, LP)	Delaware
AL III Investments, L.L.C.	Virginia
AL One Investments, LLC	Delaware
AL One PA Investments Opco, LLC	Delaware
AL One PA Investments, LLC	Delaware
AL Subfunding LLC	Delaware
Albuquerque AL RE, L.P.	Delaware
ALH Holdings, LLC	Delaware
Allison Park Nominee LLC	Delaware
Allison Park Nominee LP	Delaware
Amber Meadow Retirement Ltd.	British Columbia
American Retirement Villas Properties II, LP	California
American Retirement Villas Properties III, LP	California
Anchor Cogdell Covington, LLC	Kentucky
Anchor Cogdell Doylestown GP, LLC	Pennsylvania
Anchor Cogdell Doylestown, LP	Pennsylvania
Anchor Cogdell Florence, LLC	Kentucky
Anchor Cogdell, LLC	Delaware
AOC Bonita Opco, LP	Delaware
AOC CA Opco GP Partner, LLC	Delaware
AOC Glen Ellyn Opco, LLC (f/k/a Arlington Propco, LLC)	Delaware
AOC North Ann Arbor Opco, LLC (fka Mainland Propco, LLC)	Delaware
AOC Rancho Mirage Opco, LP	Delaware
AOC San Felipe Opco, LP	Delaware
ARCHCT Cambr Dallas, LLC	Delaware
ARCHCT Cambr UWSC, LLC	Delaware
ARCHCT Dasco Odessa, LLC	Delaware
ARCHCT Dasco Peoria, LLC	Delaware
ARHC ADCRYIL01, LLC	Delaware
ARHC AHKENWI01 Member, LLC	Delaware
ARHC AHKENWI01, LLC	Delaware
ARHC AMATHGA01, LLC	Delaware

2

ARHC AMHTDWI01, LLC	Delaware
ARHC AMNNHWI01, LLC	Delaware
ARHC AMOFLMO01, LLC	Delaware
ARHC AMOFLMO02, LLC	Delaware
ARHC AMTRVWI01, LLC	Delaware
ARHC ASSTBSC01, LLC	Delaware
ARHC ATASHNC01 TRS, LLC	Delaware
ARHC ATASHNC01, LLC	Delaware
ARHC ATATHGA01 TRS, LLC	Delaware
ARHC ATATHGA01, LLC	Delaware
ARHC ATATLGA01 TRS, LLC	Delaware
ARHC ATATLGA01, LLC	Delaware
ARHC ATDECGA01 TRS, LLC	Delaware
ARHC ATDECGA01, LLC	Delaware
ARHC ATKNOTN01 TRS, LLC	Delaware
ARHC ATKNOTN01, LLC	Delaware
ARHC ATLARFL01 TRS, LLC	Delaware
ARHC ATLARFL01, LLC	Delaware
ARHC BCCHIIL01, LLC	Delaware
ARHC BHCOVGA01 TRS, LLC	Delaware
ARHC BHCOVGA01, LLC	Delaware
ARHC BHDOUGA01 TRS, LLC	Delaware
ARHC BHDOUGA01, LLC	Delaware
ARHC BHNEWGA01 TRS LLC	Delaware
ARHC BHNEWGA01, LLC	Delaware
ARHC BHPALFL01 TRS, LLC	Delaware
ARHC BHPALFL01, LLC	Delaware
ARHC BHPAWMI01, LLC	Delaware
ARHC BHSTOGA01 TRS, LLC	Delaware
ARHC BHSTOGA01, LLC	Delaware
ARHC BHSUGGA01 TRS, LLC	Delaware
ARHC BHSUGGA01, LLC	Delaware
ARHC BLDTNTX001, LLC	Delaware
ARHC BMBUCAZ01, LLC	Delaware
ARHC BMPCYFL01, LLC	Delaware
ARHC BMPCYFL02, LLC	Delaware
ARHC BPBRMWA01 TRS, LLC	Delaware
ARHC BPBRMWA01, LLC	Delaware
ARHC BRBRITN01, LLC	Delaware
ARHC BTFMYFL01 TRS, LLC	Delaware
ARHC BTFMYFL01, LLC	Delaware
ARHC BTNAPFL01 TRS, LLC	Delaware
ARHC BTNAPFL01, LLC	Delaware
ARHC CAROCCA01 TRS, LLC	Delaware
ARHC CAROCCA01, LLC	Delaware

3

ARHC CCMKAIN01, LLC	Delaware
ARHC CHWLBNJ001, LLC	Delaware
ARHC CHWLBNJ002, LLC	Delaware
ARHC CKSFDPA01, LLC	Delaware
ARHC CKSFDPA02, LLC	Delaware
ARHC CKSFDPA03, LLC	Delaware
ARHC CLCRYIL01, LLC	Delaware
ARHC CSVANWA01 TRS, LLC	Delaware
ARHC CSVANWA01, LLC	Delaware
ARHC CTCRCNV001 LLC	Delaware
ARHC CTCTYNV01, LLC	Delaware
ARHC CVSALOR01 TRS, LLC	Delaware
ARHC CVSALOR01, LLC	Delaware
ARHC DDMTRAR001, LLC	Delaware
ARHC DDPLIIN01, LLC	Delaware
ARHC DDRKFIL001, LLC	Delaware
ARHC DMLSVNV001 LLC	Delaware
ARHC DRFTWIN01, LLC	Delaware
ARHC DRLITCO01, LLC	Delaware
ARHC ELEDMWA01 TRS, LLC	Delaware
ARHC ELEDMWA01, LLC	Delaware
ARHC EPLHAFL01, LLC	Delaware
ARHC ERELKMN01, LLC	Delaware
ARHC FCFAYGA01, LLC	Delaware
ARHC FDMTRLA01, LLC	Delaware
ARHC GBSNATX001 LLC	Delaware
ARHC GHANDSC01 TRS, LLC	Delaware
ARHC GHANDSC01, LLC	Delaware
ARHC GRFTWTX01, LLC	Delaware
ARHC GWWSLOH01 TRS, LLC	Delaware
ARHC GWWSLOH01, LLC	Delaware
ARHC HFSFDMI01, LLC	Delaware
ARHC HRCYCA001, LLC	Delaware
ARHC HRININ001, LLC	Delaware
ARHC HRONWI001, LLC	Delaware
ARHC HRWAWI001, LLC	Delaware
ARHC LHPLNTX01, LLC	Delaware
ARHC LMFKNWI01, LLC	Delaware
ARHC LMFTWIN01, LLC	Delaware
ARHC LMGEDWI01, LLC	Delaware
ARHC LPLLKFL01, LLC	Delaware
ARHC LPLLKFL01TRS, LLC	Delaware
ARHC LVHVSAZ01, LLC	Delaware
ARHC MHHOUTX01, LLC	Delaware
ARHC MHMISIN01, LLC	Delaware

4

ARHC MHWYOMI01, LLC	Delaware
ARHC MMMINND01, LLC	Delaware
ARHC MNPERIL001, LLC	Delaware
ARHC NCWTNNY01, LLC	Delaware
ARHC NFTSEFL01, LLC	Delaware
ARHC NSALBNY01, LLC	Delaware
ARHC NSMARGA01, LLC	Delaware
ARHC NSMARGA02, LLC	Delaware
ARHC NVPHXAZ01, LLC	Delaware
ARHC OCCOOOR01 TRS, LLC	Delaware
ARHC OCCOOOR01, LLC	Delaware
ARHC ORCOOOR01 TRS, LLC	Delaware
ARHC ORCOOOR01, LLC	Delaware
ARHC ORODSTX001, LLC	Delaware
ARHC PCNWNGA01, LLC	Delaware
ARHC PHHBGPA01, LLC	Delaware
ARHC PPKLAOR01 TRS, LLC	Delaware
ARHC PPKLAOR01, LLC	Delaware
ARHC PPMOLOR01 TRS, LLC	Delaware
ARHC PPMOLOR01, LLC	Delaware
ARHC PVCLAOR01 TRS, LLC	Delaware
ARHC PVCLAOR01, LLC	Delaware
ARHC RCAURIL01, LLC	Delaware
ARHC RCAURIL02, LLC	Delaware
ARHC RHGARNC01, LLC	Delaware
ARHC RHSALOR01 TRS, LLC	Delaware
ARHC RHSALOR01, LLC	Delaware
ARHC RMRIVGA01, LLC	Delaware
ARHC RRDALTX001 LLC	Delaware
ARHC RRHUSTX001, LLC	Delaware
ARHC SCTMBTX001 LLC	Delaware
ARHC SCTXRTX001, LLC	Delaware
ARHC SCWDSNJ01, LLC	Delaware
ARHC SFMIDVA01, LLC	Delaware
ARHC SHWYOMI01, LLC	Delaware
ARHC SMSFDMO01, LLC	Delaware
ARHC SMSTBSC01, LLC	Delaware
ARHC SMSVLTX01, LLC	Delaware
ARHC SOKTYTX01 TRS, LLC	Delaware
ARHC SOKTYTX01, LLC	Delaware
ARHC SPGUINY01, LLC	Delaware
ARHC SSBHMWA01 TRS, LLC	Delaware
ARHC SSBHMWA01, LLC	Delaware
ARHC SSEVTWA01 TRS, LLC	Delaware
ARHC SSEVTWA01, LLC	Delaware

5

ARHC SVSCLCA01 TRS, LLC	Delaware
ARHC SVSCLCA01, LLC	Delaware
ARHC SWKLDTX01, LLC	Delaware
ARHC TCARLTX01, LLC	Delaware
ARHC TRS Holdco, LLC	Delaware
ARHC UCFOLCA01, LLC	Delaware
ARHC UCFOLCA02, LLC	Delaware
ARHC UHPTHMN01, LLC	Delaware
ARHC UWMNAWI001, LLC	Delaware
ARHC VCWICKS01, LLC	Delaware
ARHC VHCTMIL01, LLC	Delaware
ARHC VHEFFIL01, LLC	Delaware
ARHC VHHERIL01, LLC	Delaware
ARHC VHMSLIL01, LLC	Delaware
ARHC VHNWTIL01, LLC	Delaware
ARHC VHSVLIL01, LLC	Delaware
ARHC VSJBREIL01, LLC	Delaware
ARHC VURMDVA01, LLC	Delaware
ARHC WCROCIL01 TRS, LLC	Delaware
ARHC WCROCIL01, LLC	Delaware
ARHC WEMINND01, LLC	Delaware
ARHC WMABQNM01 TRS, LLC	Delaware
ARHC WMABQNM01, LLC	Delaware
AS LLL Holdings, LLC	Delaware
AS LLL Owner, LLC	Delaware
AS LLL-East JV, LLC	Delaware
AS LLL-East TRS, LLC	Delaware
AS LSTE East Holdings, LLC	Delaware
AS LSTE East Owner, LLC	Delaware
AS LSTE West Holdings, LLC	Delaware
AS LSTE West Owner, LLC	Delaware
AS MUR JV, LLC	Delaware
AS MUR Owner, LLC	Delaware
AS MUR TRS, LLC	Delaware
AS P6 Holdings, LLC	Delaware
AS P6 Owner, LLC	Delaware
AS West JV, LLC	Delaware
AS West TRS, LLC	Delaware
ASL Leasehold Sub, LLC	Delaware
Atria Collier Park, LLC	Delaware
Atria Lynnbrooke (Irvine), L.P.	Delaware
Atria Lynnbrooke G.P., LLC	Delaware
Atria Meridian, LLC	Delaware
Atria Northgate Park, LLC	Delaware
Atria Shorehaven, LLC	Delaware

6

Atria Vista del Rio, LLC	Delaware
Atrium at Weston Place, LLC	Tennessee
Augusta Medical Partners, LLC	Georgia
Baltimore Garage Funding, LLC	Maryland
Baltimore Life Sciences Research Park, LLC	Delaware
Baltimore LSRP One, Business Trust	Maryland
Baltimore LSRP Two, Business Trust	Maryland
BCC Altoona Realty GP, LLC	Delaware
BCC Altoona Realty, LLC	Delaware
BCC Altoona Realty, LP	Delaware
BCC Berwick Realty GP, LLC	Delaware
BCC Berwick Realty, LLC	Delaware
BCC Berwick Realty, LP	Delaware
BCC Lewistown Realty GP, LLC	Delaware
BCC Lewistown Realty, LLC	Delaware
BCC Lewistown Realty, LP	Delaware
BCC Martinsburg Realty, LLC	Delaware
BCC Medina Realty, LLC	Delaware
BCC Mid Valley Operations, LLC	Delaware
BCC Ontario Realty, LLC	Delaware
BCC Reading Realty GP, LLC	Delaware
BCC Reading Realty, LLC	Delaware
BCC Reading Realty, LP	Delaware
BCC Shippensburg Realty, LLC	Delaware
BCC State College Realty GP, LLC	Delaware
BCC State College Realty, LLC	Delaware
BCC State College Realty, LP	Delaware
BCC Washington Township Realty, LLC	Delaware
BD Camelot Opco, LLC	Delaware
BD Holdco, LLC	Delaware
BD Lakeview Crossing Opco, LLC	Delaware
BD Medina South Opco, LLC	Delaware
BD Mount Vernon Opco, LLC	Delaware
BD Zanesville Opco, LLC	Delaware
Bedford AL RE, LLC	Delaware
BioPark Fremont, LLC	Delaware
BLC of California – San Marcos, L.P.	Delaware
BLSRP Funding I, LLC	Delaware
BMR-3500 Paramount Parkway, LLC	Delaware
Bonney Lake MOB Investors, LLC	Washington
BP Opco, LLC	Delaware
BP Principal, LLC	Delaware
BP Propco, LLC	Delaware
Brandon MOB Investors, LLC	Mississippi
Brandon Retirement Group Ltd.	British Columbia

7

BRDG Park at Danforth Center, LLC	Missouri
Brookdale Holdings, LLC	Delaware
Brookdale Living Communities of Arizona-EM, LLC	Delaware
Brookdale Living Communities of California, LLC	Delaware
Brookdale Living Communities of California-RC, LLC	Delaware
Brookdale Living Communities of California-San Marcos, LLC	Delaware
Brookdale Living Communities of Connecticut, LLC	Delaware
Brookdale Living Communities of Florida-CL, LLC	Delaware
Brookdale Living Communities of Illinois-2960, LLC	Delaware
Brookdale Living Communities of Illinois-HV, LLC	Delaware
Brookdale Living Communities of Illinois-II, LLC	Delaware
Brookdale Living Communities of Massachusetts-RB, LLC	Delaware
Brookdale Living Communities of Minnesota, LLC	Delaware
Brookdale Living Communities of New Jersey, LLC	Delaware
Brookdale Living Communities of Washington-PP, LLC	Delaware
Brunswick MOB, LLC	Georgia
BSG CS, LLC (f/k/a BSG Erdman, LLC)	Wisconsin
BSP Holding, LLC	Maryland
BSP Three Holding, LLC	Delaware
Burlington Retirement Group Ltd.	British Columbia
Cabarrus Medical Partners, LP	North Carolina
Cabarrus POB, LP	North Carolina
Calgarian Retirement Group II Ltd.	British Columbia
Calgarian Retirement Group Ltd.	British Columbia
Cambridge Development, L.L.C.	New York
Canyon Meadows Retirement Ltd.	British Columbia
Carroll Medical Office Associates, LLC	Delaware
Carroll Medical Office Holdings, LLC	Delaware
Carrollwood Assisted Living, LLC	Delaware
Chateau Brickyard Operations LLC	Delaware
Chateau Brickyard Owner LLC	Delaware
Chippewa Nominee LLC	Delaware
Chippewa Nominee LP	Delaware
Clackamas Woods Assisted Living, LLC	Oregon
Cogdell Cleveland Rehab, L.P.	Ohio
Cogdell Duluth MOB, LLC	Minnesota
Cogdell Health Campus MOB, LP	Pennsylvania
Cogdell Investors (Mallard), LP	North Carolina
Cogdell Investors (OSS), LP	North Carolina

8

Cogdell Lancaster Rehab, LP	Pennsylvania
Cogdell Spencer Advisors Management, LLC	Delaware
Cogdell Spencer Advisors, LLC	Delaware
Cogdell Spencer LP	Delaware
Cogdell Spencer TRS Holdings, LLC	Delaware
Collwood Knolls	California
Collwood Knolls Acquisition L.L.C.	Delaware
Consera BSD, LLC	Delaware
Consera Healthcare Real Estate, LLC	South Carolina
Consortium America XLVII Investment Fund, LLC	Missouri
Copperfield MOB, LP	North Carolina
CPH MOB, LLC	Delaware
Cranford Development, LLC	Delaware
CRB Federal, LLC	Delaware
CRB Investors, LLC	Delaware
Crimson Dorset Limited	United Kingdom
Crimson Dorset Properties Limited	United Kingdom
Crystal View Lodge Ltd.	British Columbia
CS Business Trust I	Maryland
CS Business Trust II	Maryland
CSA Medical Partners Management, LLC	Delaware
CSL Opco Holdco, LLC	Delaware
Cutter Mill, LLC	Delaware
CV South Street Landing LLC	Rhode Island
Dillsburg Nominee LLC	Delaware
Dillsburg Nominee LP	Delaware
Drexel University City Development, LLC	Pennsylvania
DV Greenville MOB LLC	Delaware
DV Parker II MOB LLC	Delaware
EA-BSB 2, L.L.C.	Delaware
East Houston Medical Plaza, LLC	Delaware
East Houston MOB, LLC	Delaware
East Jefferson Medical Office Building Limited Partnership	Louisiana
East Jefferson Medical Plaza, LLC	Louisiana
East Jefferson Medical Specialty Building	Louisiana
East Northport, LLC	Delaware
East Rocky Mount Kidney Center Associates, LP	North Carolina
EC Opco Allison Park, LLC	Delaware
EC Opco Altoona, LLC	Delaware
EC Opco Arlington, LLC	Delaware
EC Opco Asheboro, LP	Delaware
EC Opco Austin, LLC	Delaware
EC Opco Bartlett, LLC	Delaware
EC Opco Bedford, LLC	Delaware

9

EC Opco Berwick, LLC	Delaware
EC Opco Braeswood, LLC	Delaware
EC Opco Brentwood, LLC	Delaware
EC Opco Bristol, LLC	Delaware
EC Opco Byrd Springs, LLC	Delaware
EC Opco CA GP, LLC	Delaware
EC Opco CA Partner I, LLC	Delaware
EC Opco CA Partner II, LLC	Delaware
EC Opco CA Partner III, LLC	Delaware
EC Opco CA Partner IV, LLC	Delaware
EC Opco CA Partner V, LLC	Delaware
EC Opco CA Partner VI, LLC	Delaware
EC Opco Carrollwood, LLC	Delaware
EC Opco Chesterfield, LLC	Delaware
EC Opco Chippewa, LLC	Delaware
EC Opco Cottonwood, LLC	Delaware
EC Opco Cramerton, LP	Delaware
EC Opco Cy-Fair, LLC	Delaware
EC Opco Dillsburg, LLC	Delaware
EC Opco Downriver, LLC	Delaware
EC Opco Florence KY, LLC	Delaware
EC Opco Florence SC, LLC	Delaware
EC Opco Grayson Valley, LLC	Delaware
EC Opco Grossmont Gardens, LP	Delaware
EC Opco Hagerstown, LLC	Delaware
EC Opco Halcyon, LLC	Delaware
EC Opco Halls, LLC	Delaware
EC Opco Hamilton Place, LLC	Delaware
EC Opco Harrisburg, LP	Delaware
EC Opco Hendersonville NC, LP	Delaware
EC Opco Hendersonville, LLC	Delaware
EC Opco Heritage Woods, LLC	Delaware
EC Opco Hillsborough, LP	Delaware
EC Opco Holdco I Sub, Inc.	Delaware
EC Opco Holdco I, LLC	Delaware
EC Opco Holdco II, LLC	Delaware
EC Opco Irving, LLC	Delaware
EC Opco Jackson, LLC	Delaware
EC Opco Johnson City, LLC	Delaware
EC Opco Kentwood, LLC	Delaware
EC Opco Kingsport, LLC	Delaware
EC Opco La Mesa, LP	Delaware
EC Opco Lake Jackson, LLC	Delaware
EC Opco Lakemont Farms, LLC	Delaware
EC Opco Las Villas Del Carlsbad, LP	Delaware

10

EC Opco Las Villas Del Norte, LP	Delaware
EC Opco Lebanon PA, LLC	Delaware
EC Opco Lebanon TN, LLC	Delaware
EC Opco Lewisburg, LLC	Delaware
EC Opco Lima, LLC	Delaware
EC Opco Little Avenue, LP	Delaware
EC Opco Lorain, LLC	Delaware
EC Opco Loyalsock, LLC	Delaware
EC Opco Mainland, LLC	Delaware
EC Opco Martinez, LLC	Delaware
EC Opco Martinsburg, LLC	Delaware
EC Opco Maumelle, LLC	Delaware
EC Opco Medina, LLC	Delaware
EC Opco Mid Valley, LLC	Delaware
EC Opco Mount Washington, LLC	Delaware
EC Opco Mountain Home, LLC	Delaware
EC Opco Mountview, LP	Delaware
EC Opco Muncie, LLC	Delaware
EC Opco Murfreesboro, LLC	Delaware
EC Opco NC Partner I, LLC	Delaware
EC Opco NC Partner II, LLC	Delaware
EC Opco NC Partner III, LLC	Delaware
EC Opco NC Partner IV, LLC	Delaware
EC Opco NC Partner IX, LLC	Delaware
EC Opco NC Partner V, LLC	Delaware
EC Opco NC Partner VI, LLC	Delaware
EC Opco NC Partner VII, LLC	Delaware
EC Opco NC Partner VIII, LLC	Delaware
EC Opco NC Partner X, LLC	Delaware
EC Opco NC Partner XI, LLC	Delaware
EC Opco NC Partner XII, LLC	Delaware
EC Opco Newton, LP	Delaware
EC Opco Northridge, LP	Delaware
EC Opco Ontario, LLC	Delaware
EC Opco Pensacola, LLC	Delaware
EC Opco Point Loma, LP	Delaware
EC Opco Quintessence, LLC	Delaware
EC Opco Rancho Vista, LP	Delaware
EC Opco Reading, LLC	Delaware
EC Opco Reedsville, LLC	Delaware
EC Opco River Centre, LLC	Delaware
EC Opco Rivershire, LLC	Delaware
EC Opco Roswell, LLC	Delaware
EC Opco Sagamore Hills, LLC	Delaware
EC Opco Salisbury, LP	Delaware

11

EC Opco Saxonburg, LLC	Delaware
EC Opco SC, LLC	Delaware
EC Opco Shallowford, LLC	Delaware
EC Opco Shelby, LP	Delaware
EC Opco Sherwood, LLC	Delaware
EC Opco Shippensburg, LLC	Delaware
EC Opco Southern Pines, LP	Delaware
EC Opco Southport, LP	Delaware
EC Opco Tallahassee Memory, LLC	Delaware
EC Opco Tallahassee, LLC	Delaware
EC Opco Teays Valley, LLC	Delaware
EC Opco Tempe, LLC	Delaware
EC Opco Timberlin Parc, LLC	Delaware
EC Opco Victoria, LLC	Delaware
EC Opco Washington Township, LLC	Delaware
EC Opco West Knoxville, LLC	Delaware
EC Opco Wharton, LLC	Delaware
EC Opco Windcrest, LLC	Delaware
EC Opco Xenia, LLC	Delaware
EC Opco York, LLC	Delaware
ECS Holdco, LLC	Delaware
Edmonton Retirement Group Ltd.	British Columbia
Eglise Properties Limited	United Kingdom
Elder Healthcare Developers, LLC	Georgia
ElderTrust	Maryland
ESL Holdings, LLC	Delaware
ET Belvedere Finance, L.L.C.	Delaware
ET Berkshire, LLC	Delaware
ET Capital, LLC (f/k/a ET Capital Corp.)	Delaware
ET DCMH Finance, L.L.C.	Delaware
ET GENPAR, L.L.C	Delaware
ET Lehigh, LLC	Delaware
ET Pennsburg Finance, L.L.C.	Delaware
ET POBI Finance, L.L.C.	Delaware
ET Sanatoga, LLC	Delaware
ET Sub-Belvedere Limited Partnership, L.L.P.	Virginia
ET Sub-Berkshire Limited Partnership	Delaware
ET Sub-DCMH Limited Partnership, L.L.P	Virginia
ET Sub-Heritage Woods, L.L.C.	Delaware
ET Sub-Highgate, L.P.	Pennsylvania
ET Sub-Lehigh Limited Partnership	Delaware
ET Sub-Lopatcong, L.L.C.	Delaware
ET Sub-Pennsburg Manor Limited Partnership, L.L.P.	Virginia
ET Sub-POB I Limited Partnership, L.L.P.	Virginia

12

ET Sub-Sanatoga Limited Partnership	Delaware
ET Sub-Wayne I Limited Partnership, L.L.P.	Virginia
ET Wayne Finance, L.L.C.	Delaware
FAB Pivot, LLC (f/k/a VTR Bondco Holdco, LLC)	Delaware
Facility at Tanasbourne JV1, LLC	Delaware
Fair Oak Assisted Living L.L.C.	Delaware
Fair Oak Assisted Living Propco L.P.	Delaware
FH Holding, LLC FH Owner, LLC	Delaware Delaware
Florence Realty, LLC	Delaware
Fonds Immobilier Groupe Maurice, S.E.C.	Quebec
Franciscan Development Company, LLC	North Carolina
Fredericton Retirement Group Ltd.	British Columbia
Gaston MOB, LP	North Carolina
Good Sam MOB Investors, LLC	Washington
Great Neck, LLC	Delaware
Greenville MOB Owners LLC	Delaware
Gurnee Centre Club, LLC	Delaware
Gurnee Imaging Center, LLC	Delaware
Hamilton Place Realty Propco, LLC (f/k/a EC Hamilton Place Realty, LLC)	Delaware
Hamilton Retirement Group Ltd.	British Columbia
Hanover MOB, LLC	Virginia
Harper Court Phase II JV, LLC	Delaware
Harper Court Phase II Owner, LLC	Delaware
Harrisburg Medical Clinic, LP	North Carolina
Health Park MOB, LLC	Tennessee
Hendersonville Realty, LLC	Delaware
Henrico MOB, LLC	Delaware
Heritage CIC Investment Fund, LLC	Missouri
Hershey Research One, LLC	Delaware
Hershey Research Two, LLC	Delaware
Hillhaven Properties, LLC (formerly Hillhaven Properties, LTD, an Oregon LTD)	Delaware
HMOB Associates, L.P.	South Carolina
HOL Opco Holdco I, LLC	Delaware
HPSMLD Limited Liability Company	Wisconsin
HPSMLD Opco, LLC	Delaware
HRA Opco Holdco, LLC	Delaware
HRG Canada Cambridge GP Ltd.	British Columbia
HRG Canada Cambridge Ltd.	Ontario
HRG Canada Cambridge Ltd.	Ontario
HRG Canada Cobourg GP Ltd.	British Columbia
HRG Canada Cobourg LP	Ontario
HRG Canada Guelph GP Ltd.	British Columbia

13

HRG Canada Guelph LP	Ontario
HRG Canada Holdings Ltd.	British Columbia
HRG Canada Kanata GP Ltd.	British Columbia
HRG Canada Kanata LP	Ontario
HRG Canada Regina GP Ltd.	British Columbia
HRG Canada TRS LP	Ontario
HRG Canada TRS, GP Ltd.	British Columbia
HRG Canada Woodstock GP Ltd.	British Columbia
HRG Canada Woodstock LP	Ontario
HRI Coral Springs, LLC	Delaware
HRI Tamarac, LLC	Delaware
HVMLD Limited Liability Company	Wisconsin
HVMLD Opco, LLC	Delaware
Indianapolis MOB, LLC	Indiana
IPC (AP) Holding LLC	Delaware
IPC (HCN) Holding LLC	Delaware
IPC (MT) Holding LLC	Delaware
IPFVA GP, LLC	Delaware
Jackson Realty Propco, LLC (f/k/a EC Jackson Realty, LLC)	Delaware
JEA Opco Holdco, LLC	Delaware
Jensen Construction Management, Inc.	California
JER/NHP Management Texas, LLC	Texas
JER/NHP Senior Housing, LLC	Delaware
JER/NHP Senior Living Acquisition, LLC	Delaware
JER/NHP Senior Living Kansas, Inc.	Kansas
JER/NHP Senior Living Kansas, LLC	Delaware
JER/NHP Senior Living Texas, L.P.	Texas
JJS Properties, Inc.	Delaware
JSL Copper Canyon, LLC	Delaware
JSL Rock Creek, LLC	Delaware
Karrington of Park Ridge L.L.C.	Ohio
Karrington of Park Ridge Opco L.L.C. (f/k/a Bartlett Propco, LLC)	Delaware
Kentwood AL RE Limited Partnership	Delaware
Kew Gardens Senior Development, LLC	New York
Kingsport Nominee I LLC (f/k/a Kingsport Nominee LP)	Delaware
Kingsport Nominee LLC	Delaware
Kingston Retirement Group Ltd.	British Columbia
Knoxville Nominee I LLC (f/k/a Knoxville Nominee LP)	Delaware
Knoxville Nominee LLC	Delaware
Knoxville Realty Propco, LLC (f/k/a EC Knoxville Realty, LLC)	Delaware
KS01 Series B Owner, LLC	Delaware
KS02 Series B Owner, LLC	Delaware

14

Lakeside POB 1, LLC	Delaware
Lakeside POB 2, LLC	Delaware
Larkfield Gardens Associates, L.P.	New York
LBS Limited Partnership	Wisconsin
LBS Opco, LLC	Delaware
Lebanon Nominee LLC	Delaware
Lebanon Nominee LP	Delaware
Lebanon Realty Propco, LLC (fka EC Lebanon Realty, LLC)	Delaware
Lethbridge Retirement Group Ltd.	British Columbia
Lewisburg Nominee LLC	Delaware
Lewisburg Nominee LP	Delaware
LHP B LP Partner, LLC	Delaware
LHP B Trust	Maryland
LHP B Trust, LLC	Delaware
LHP B Trust, LP	Delaware
LHPT Appleton AHI, LLC	Delaware
LHPT Appleton MO South, LLC	Delaware
LHPT Appleton MO West, LLC	Delaware
LHPT Ascension Round Rock GP, LLC	Delaware
LHPT Ascension Round Rock LP	Delaware
LHPT Birmingham THE, LLC	Delaware
LHPT Birmingham, LLC	Delaware
LHPT Columbus II THE, LLC	Delaware
LHPT Columbus THE, LLC	Delaware
LHPT Columbus, LLC	Delaware
LHPT DC GP, LLC	Delaware
LHPT DC THE, L.P.	Delaware
LHPT Decatur II, LLC	Delaware
LHPT Decatur, LLC	Delaware
LHPT Holdings II, LLC	Delaware
LHPT LilliCal, LLC	Delaware
LHPT LP Partners, LLC	Delaware
LHPT TCMC Aylward, LLC	Delaware
LHPT TCMC Pavilion, LLC	Delaware
LHRET 191, LLC	Delaware
LHRET Anderson, LLC	Delaware
LHRET Ascension Austin II, LP	Delaware
LHRET Ascension Austin Partner GP, LLC	Delaware
LHRET Ascension Austin Partner II GP, LLC	Delaware
LHRET Ascension Austin, L.P.	Delaware
LHRET Ascension KC, LLC	Delaware
LHRET Ascension Michigan, LLC	Delaware
LHRET Ascension SJ, LLC	Delaware
LHRET Ascension SV, LLC	Delaware

15

LHRET Ascension SW Michigan, LLC	Delaware
LHRET Ascension, LLC	Delaware
LHRET Hershey II, LLC	Delaware
LHRET Hershey, L.P.	Delaware
LHRET Hershey, LLC	Delaware
LHRET Lafayette, LLC	Delaware
LHRET LHT, LLC	Delaware
LHRET Michigan Land, LLC	Delaware
LHRET Michigan THE, LLC	Delaware
LHRET Michigan, LLC	Delaware
LHRET Partner, LLC	Delaware
LHRET Reading I, LLC	Delaware
LHRET Reading II, LLC	Delaware
LHRET Reading, L.P.	Delaware
LHRET Reading, LLC	Delaware
LHRET St. Louis THE, LLC	Delaware
LHRET St. Louis, LLC	Delaware
LHRET Wheat Ridge, LLC	Delaware
LHT Beech Grove LLC	Delaware
LHT Knoxville II, LLC	Delaware
LHT Knoxville Properties, LLC	Delaware
LHT North Atlanta, LLC	Delaware
LHT Phoenix, LLC	Delaware
Libertyville Centre Club, LLC	Delaware
Lillibridge Healthcare Properties Trust	Maryland
Lillibridge Healthcare Properties Trust, L.P.	Delaware
Lillibridge Healthcare Properties Trust, LLC	Delaware
Lillibridge Healthcare Real Estate Trust	Maryland
Lillibridge Healthcare Real Estate Trust, L.P.	Delaware
Lillibridge Healthcare Services II, Inc. (f/k/a Cogdell Spencer Erdman Management Company)	North Carolina
Lillibridge Healthcare Services, Inc.	Illinois
LilliCal, LLC	Delaware
Lima Nominee LLC	Delaware
Lima Nominee LP	Delaware
LO Limited Partnership	Wisconsin
LO Opco, LLC	Delaware
Loyalsock Nominee LLC	Delaware
Loyalsock Nominee LP	Delaware
LS 3675 Market Street JV, LLC	Delaware
LS 4210 Duncan JV, LLC	Delaware
LS 5051 Centre JV, LLC	Delaware
LS 5051 Centre P1 HTC, LLC	Delaware
LS 5051 Centre P2 REIT, LLC	Delaware
LS 5051 Centre Unit 2 JV, LLC	Delaware

16

LS 5051 Centre Unit 2 UT, LLC	Delaware
LS 5051 Centre UT, LLC	Delaware
LS AS LLL-East Member, LLC	Delaware
LS AS LLL-East REIT, LLC	Delaware
LS AS West Member, LLC	Delaware
LS AS MUR Member, LLC	Delaware
LS AS MUR REIT, LLC	Delaware
LS AS West REIT, LLC	Delaware
LS BioTech Eight, LLC	Delaware
LS Davol Square, LLC	Delaware
LS Developer, LLC (f/k/a Wexford-CV SSL Developer, LLC)	Delaware
LS One Ship, LLC (f/k/a Wexford One Ship, LLC)	Delaware
LS Pearl R1 JV, LLC	Delaware
LS River House II, LLC ( f/k/a Wexford-CV River House Joint Venture, LLC)	Delaware
LS River House III, LLC (f/k/a CV River House LLC)	Rhode Island
LS River House, LLC	Delaware
LS SSL Garage II, LLC (f/k/a Wexford-CV SSL Garage Joint Venture, LLC)	Delaware
LS SSL Garage, LLC (f/k/a CV SSL Garage LLC)	Rhode Island
LS uCity Academic Holdings, LLC	Delaware
LS uCity Academic REIT, LLC	Delaware
LS uCity Academic UT, LLC	Delaware
LS W27 JV, LLC	Delaware
LTMLD Limited Liability Company	Wisconsin
LTMLD Opco, LLC	Delaware
Lynbrook Holding, LLC	Delaware
MAB Parent LLC	Delaware
Madison MOB Investors, LLC	Mississippi
Marland Place Associates Limited Partnership	Massachusetts
Martinez Realty Propco, LLC (fka EC Martinez Realty, LLC)	Delaware
Mary Black Westside Medical Park I Limited Partnership	South Carolina
McShane/NHP JV, LLC	Delaware
Medical Arts Courtyard, LLC	Delaware
Medical Investors I, LP	North Carolina
Medical Investors III, LP	South Carolina
Medical Park Three Limited Partnership	South Carolina
Minot Avenue Realty, LLC	Maine
Missoula Senior Housing Facility, LLC	Oregon
MLD Banning Investment, LLC	California
MLD Delaware Trust	Delaware
MLD Financial Capital Corporation	Delaware
MLD MOB Indiana, LLC	Delaware

17

MLD Properties II, Inc.	Delaware
MLD Properties Limited Partnership	Delaware
MLD Properties, Inc.	Delaware
MLD Texas Corporation	Texas
MLD Wisconsin ALF, Inc.	Delaware
MLD Wisconsin SNF, Inc.	Delaware
MLS Opco Holdco, LLC	Delaware
Montreal Retirement Group Ltd.	British Columbia
MS Barrington SH, LLC	Delaware
MS Bon Air SH, LLC	Delaware
MS Carmichael SH, LLC	Delaware
MS Cascade SH, LLC	Delaware
MS Chandler SH, LLC	Delaware
MS Cinco Ranch SH, LLC	Delaware
MS Fort Worth SH, LLC	Delaware
MS Frisco SH, LLC	Delaware
MS Holladay SH, LLC	Delaware
MS Jackson SH, LLC	Delaware
MS Jacksonville SH, LLC	Delaware
MS Leawood SH, LLC	Delaware
MS Lower Makefield SH, LLC	Delaware
MS Old Meridian SH, LLC	Delaware
MS Overland Park SH, LLC	Delaware
MS River Road SH, LLC	Delaware
Mulberry Estates Ltd.	British Columbia
Muncie Realty Propco, LLC (fka EC Muncie Realty, LLC	Delaware
Mustang Holdings, LLC (f/k/a Ventas Mustang Holdings, LLC, f/k/a Ventas Casper Holdings, LLC)	Delaware
Nationwide ALF, Inc.	Delaware
Nationwide ALF-Pensacola, LLC	Delaware
Nationwide Health Properties, LLC	Delaware
New Portland Road Realty, LLC	Maine
New Senior Investment Group Inc.	Delaware
NH Texas Properties Limited Partnership	Texas
NHP Bedford G.P., LLC	Texas
NHP Brownstown, LLC	Delaware
NHP Canterbury Gardens, LLC	Delaware
NHP Canterbury, LLC	Delaware
NHP Carillon, LLC	Delaware
NHP Cascade Inn, LLC	Delaware
NHP Centereach, LLC	Delaware
NHP GP LLC	Delaware
NHP HS Holding, LLC	Delaware
NHP Huntsville MOB LLC	Delaware

18

NHP Madison, LLC	New York
NHP Master RE G.P., LLC	Delaware
NHP McClain, LLC	Delaware
NHP Operating Partnership L.P.	Delaware
NHP SB 399-401 East Highland, LLC	Delaware
NHP Secured, Inc.	California
NHP Senior Investments, LLC	Delaware
NHP SH Alabama, LLC	Delaware
NHP SH Florida, LLC	Delaware
NHP SH Georgia, LLC	Delaware
NHP SH Mississippi, LLC	Delaware
NHP SH Tennessee, LLC	Delaware
NHP Sterling, LLC	Delaware
NHP Tucson Health Care Associates Limited Partnership	Delaware
NHP Veritas FL, LLC	Delaware
NHP Villas, Inc.	California
NHP Washington ALF, LLC	Delaware
NHP Wisconsin Development LLC	Wisconsin
NHP Wood Ridge LLC	Delaware
NHP/Broe II, LLC	Delaware
NHP/Broe, LLC	Delaware
NHP/McShane SAMC, LLC	Delaware
NHP/Nexcore Irmo, LLC	Delaware
NHP/PMB Burbank Medical Plaza I, LLC	Delaware
NHP/PMB Burbank Medical Plaza II, LLC	Delaware
NHP/PMB Chula Vista, LLC	Delaware
NHP/PMB Del E. Webb Medical Plaza, LLC	Delaware
NHP/PMB Eden Medical Plaza, LLC	Delaware
NHP/PMB Gilbert LLC	Delaware
NHP/PMB Glendale MOB, LLC	Delaware
NHP/PMB GP LLC	Delaware
NHP/PMB Grossmont GP, LLC	Delaware
NHP/PMB Grossmont, LP	Delaware
NHP/PMB Kenneth E. Watts Medical Plaza, LLC	Delaware
NHP/PMB L.P.	Delaware
NHP/PMB Los Alamitos MOB GP, LLC	Delaware
NHP/PMB Los Alamitos MOB, LP	Delaware
NHP/PMB Mission Viejo, LLC	Delaware
NHP/PMB Orange, LLC	Delaware
NHP/PMB Pasadena LLC	Delaware
NHP/PMB Pomerado, LLC	Delaware
NHP/PMB Pomona, LLC	Delaware
NHP/PMB San Gabriel Valley Medical Plaza, LLC	Delaware
NHP/PMB Santa Clarita Valley Medical Plaza, LLC	Delaware

19

NHP/PMB St. Francis Lynwood Medical Plaza, LLC	Delaware
NHP/PMB Tuality 7th Avenue Medical Plaza, LLC	Delaware
NHP/PMB Washoe MOB, LLC	Delaware
NHP/PMBRES LLC	Delaware
NHPCO Wisconsin Lender, LLC	Delaware
NHPCO Wisconsin, LLC	Delaware
NHP-Cobb Physicians Center, LLC	Delaware
NHP-Parkway Physicians Center, LLC	Delaware
Niagara Falls Retirement Group Ltd.	British Columbia
NIC 12 Arlington Plaza Management LLC	Delaware
NIC 12 Arlington Plaza Owner LLC	Delaware
NIC 12 Blair House Management LLC	Delaware
NIC 12 Blair House Owner LLC	Delaware
NIC 12 Blue Water Lodge Management LLC	Delaware
NIC 12 Blue Water Lodge Owner LLC	Delaware
NIC 12 Briarcrest Estates Management LLC	Delaware
NIC 12 Briarcrest Estates Owner LLC	Delaware
NIC 12 Chateau Ridgeland Management LLC	Delaware
NIC 12 Chateau Ridgeland Owner LLC	Delaware
NIC 12 Cherry Laurel Management LLC	Delaware
NIC 12 Cherry Laurel Owner LLC	Delaware
NIC 12 Colonial Harbor Management LLC	Delaware
NIC 12 Colonial Harbor Owner LLC	Delaware
NIC 12 Country Squire Management LLC	Delaware
NIC 12 Country Squire Owner LLC	Delaware
NIC 12 Courtyard at Lakewood Management LLC	Delaware
NIC 12 Courtyard at Lakewood Owner LLC	Delaware
NIC 12 Desoto Beach Club Management LLC	Delaware
NIC 12 Desoto Beach Club Owner LLC	Delaware
NIC 12 El Dorado Management LLC	Delaware
NIC 12 El Dorado Owner LLC	Delaware
NIC 12 Essex House Management LLC	Delaware
NIC 12 Essex House Owner LLC	Delaware
NIC 12 Fleming Point Management LLC	Delaware
NIC 12 Fleming Point Owner LLC	Delaware
NIC 12 Grasslands Estates Management LLC	Delaware
NIC 12 Grasslands Estates Owner LLC	Delaware
NIC 12 Greeley Place Management LLC	Delaware
NIC 12 Greeley Place Owner LLC	Delaware
NIC 12 Grizzly Peak Management LLC	Delaware
NIC 12 Grizzly Peak Owner LLC	Delaware
NIC 12 Jackson Oaks Management LLC	Delaware
NIC 12 Jackson Oaks Owner LLC	Delaware
NIC 12 Maple Downs Management LLC	Delaware

20

NIC 12 Maple Downs Owner LLC	Delaware
NIC 12 Owner LLC	Delaware
NIC 12 Parkwood Estates Management LLC	Delaware
NIC 12 Parkwood Estates Owner LLC	Delaware
NIC 12 Pioneer Valley Lodge Management LLC	Delaware
NIC 12 Pioneer Valley Lodge Owner LLC	Delaware
NIC 12 Regency Residence Management LLC	Delaware
NIC 12 Regency Residence Owner LLC	Delaware
NIC 12 Simi Hills Management LLC	Delaware
NIC 12 Simi Hills Owner LLC	Delaware
NIC 12 Stoneybrook Lodge Management LLC	Delaware
NIC 12 Stoneybrook Lodge Owner LLC	Delaware
NIC 12 Summerfield Estates Management LLC	Delaware
NIC 12 Summerfield Estates Owner LLC	Delaware
NIC 12 Ventura Place Management LLC	Delaware
NIC 12 Ventura Place Owner LLC	Delaware
NIC 12/13 Management LLC	Delaware
NIC 13 Dogwood Estates Management LLC	Delaware
NIC 13 Dogwood Estates Owner LLC	Delaware
NIC 13 Durham Regent Inc.	Delaware
NIC 13 Durham Regent Management LLC	Delaware
NIC 13 Durham Regent Owner GP LLC	Delaware
NIC 13 Durham Regent Owner LP	Delaware
NIC 13 Fountains at Hidden Lakes Management LLC	Delaware
NIC 13 Fountains at Hidden Lakes Owner LLC	Delaware
NIC 13 Hidden Lakes Management LLC	Delaware
NIC 13 Hidden Lakes Owner LLC	Delaware
NIC 13 Illahee Hills Management LLC	Delaware
NIC 13 Illahee Hills Owner LLC	Delaware
NIC 13 Jordan Oaks Inc.	Delaware
NIC 13 Jordan Oaks Management LLC	Delaware
NIC 13 Jordan Oaks Owner GP LLC	Delaware
NIC 13 Jordan Oaks Owner LP	Delaware
NIC 13 Lodge at Cold Spring Management LLC	Delaware
NIC 13 Lodge at Cold Spring Owner LLC	Delaware
NIC 13 Madison Estates Management LLC	Delaware
NIC 13 Madison Estates Owner LLC	Delaware
NIC 13 Manor at Oakridge Management LLC	Delaware
NIC 13 Manor at Oakridge Owner LLC	Delaware
NIC 13 Oakwood Hills Management LLC	Delaware
NIC 13 Oakwood Hills Owner LLC	Delaware
NIC 13 Orchid Terrace Management LLC	Delaware
NIC 13 Orchid Terrace Owner LLC	Delaware
NIC 13 Owner LLC	Delaware

21

NIC 13 Palmer Hills Management LLC	Delaware
NIC 13 Palmer Hills Owner LLC	Delaware
NIC 13 Pinewood Hills Management LLC	Delaware
NIC 13 Pinewood Hills Owner LLC	Delaware
NIC 13 Pueblo Regent Management LLC	Delaware
NIC 13 Pueblo Regent Owner LLC	Delaware
NIC 13 Rock Creek Management LLC	Delaware
NIC 13 Rock Creek Owner LLC	Delaware
NIC 13 Sheldon Oaks Management LLC	Delaware
NIC 13 Sheldon Oaks Owner LLC	Delaware
NIC 13 Sky Peaks Management LLC	Delaware
NIC 13 Sky Peaks Owner LLC	Delaware
NIC 13 The Bentley Management LLC	Delaware
NIC 13 The Bentley Owner LLC	Delaware
NIC 13 The Regent Management LLC	Delaware
NIC 13 The Regent Owner LLC	Delaware
NIC 13 The Westmont Management LLC	Delaware
NIC 13 The Westmont Owner LLC	Delaware
NIC 13 Thornton Place Management LLC	Delaware
NIC 13 Thornton Place Owner LLC	Delaware
NIC 13 Uffelman Estates Management LLC	Delaware
NIC 13 Uffelman Estates Owner LLC	Delaware
NIC 13 Village Gate Management LLC	Delaware
NIC 13 Village Gate Owner LLC	Delaware
NIC 13 Vista De La Montana Management LLC	Delaware
NIC 13 Vista De La Montana Owner LLC	Delaware
NIC 13 Walnut Woods Management LLC	Delaware
NIC 13 Walnut Woods Owner LLC	Delaware
NIC 13 Whiterock Court Management LLC	Delaware
NIC 13 Whiterock Court Owner LLC	Delaware
NIC 17 Leasing LLC	Delaware
NIC 17 Owner LLC	Delaware
NIC 17 Windsor Leasing LLC	Delaware
NIC 17 Windsor Owner LLC	Delaware
NIC 4 Florida Leasing LLC	Delaware
NIC 4 Florida Owner LLC	Delaware
NIC 4 Owner LLC	Delaware
NIC 4 Summerfield Leasing LLC	Delaware
NIC 4 Summerfield Owner LLC	Delaware
NIC 4 Sunset Lake Leasing LLC	Delaware
NIC 4 Sunset Lake Owner LLC	Delaware
NIC 4/5 Leasing LLC	Delaware
NIC 6 Management LLC	Delaware
NIC 6 Manor at Woodside Management LLC	Delaware
NIC 6 Manor at Woodside Owner LLC	Delaware

22

NIC 6 New York Management LLC	Delaware
NIC 6 New York Owner LLC	Delaware
NIC 6 Owner LLC	Delaware
NIC 9 Heritage Oaks Management LLC	Delaware
NIC 9 Heritage Oaks Owner LLC	Delaware
NIC 9 Virginia Management LLC	Delaware
NIC 9 Virginia Owner LLC	Delaware
NIC Acquisitions LLC	Delaware
NV Briargate MOB LLC	Delaware
NV Broadway MOB LLC	Delaware
NV Gateway MOB LP	Delaware
NV GVR MOB LLC	Delaware
NV HFH MOB LLC	Delaware
NV Knightdale MOB LLC	Delaware
NV NB MOB LP	Delaware
NV NBHQ LP	Delaware
NV Potomac MOB LLC	Delaware
NV Printers Park MOB LLC	Delaware
NV Solano MOB LP	Delaware
NV Vaca Valley MOB LP	Delaware
OHT Limited Partnership	Wisconsin
OHT Opco, LLC	Delaware
Opco CA Partner I, LLC	Delaware
Opco CA Partner II, LLC	Delaware
Opco CA Partner III, LLC	Delaware
Opco CA Partner IV, LLC	Delaware
Opco CA Partner V, LLC	Delaware
Opco CA Partner VI, LLC	Delaware
Opco GA Partner, LLC (fka Propco NM Partner I, LLC)	Delaware
Opco NC Partner I, LLC (fka Propco AZ Partner I, LLC)	Delaware
Opco NC Partner II, LLC (fka Propco AZ Partner II, LLC)	Delaware
Opco PA Partner, LLC	Delaware
Opco VA Partner, LLC	Delaware
Orangeburg Medical Office Building	South Carolina
Orbital Communities Limited	United Kingdom
Ottawa Retirement Group Ltd.	British Columbia
Parker II MOB Owners LLC	Delaware
PDP Castro Valley #2 LLC	Delaware
PDP Gilbert 2 LLC	Delaware
PDP LMP LLC	Delaware
PDP Mission Hills 1 LLC	Delaware
PDP San Francisco MOB LLC	Delaware
Pearl R1 GP, LLC	Delaware

23

Pearl R1 Owner, LLLP	Delaware
Peerless MOB, LLC	Tennessee
Peterborough Retirement Group Ltd.	British Columbia
Phase 1 Ventures LLC	Delaware
Phoenix BioMedical Campus Phase I Finance, LLC	Delaware
Phoenix BioMedical Campus Phase I Holding, LLC	Delaware
Phoenix BioMedical Campus Phase I JV, LLC	Delaware
Phoenix BioMedical Campus Phase I Owner, LLC	Delaware
Phoenix BioMedical Campus Phase I REIT Sub, LLC	Delaware
Phoenix BioMedical Campus Phase I REIT, LLC	Delaware
PKR Associates LLC	Pennsylvania
PMB Real Estate Services LLC	Delaware
PMB Vancouver 601 Physicians Pavilion LLC	Delaware
PMB Vancouver 602 Admin LLC	Delaware
PMB Vancouver 603 MedCtr Physicians LLC	Delaware
PMB Vancouver 604 Memorial MOB LLC	Delaware
PMB Vancouver 605 Salmon Creek LLC	Delaware
PMB Vancouver 606 Fisher's Landing LLC	Delaware
PMB/NHP Vancouver Partners LLC	Delaware
PMOB, LLC	South Carolina
Primrose Chateau Retirement Ltd.	British Columbia
Prince George Retirement Group Ltd.	British Columbia
Prometheus Fund Alternative Partnership L.P.	Delaware
Prometheus Fund Coinvestment Partnership I LP	Delaware
Prometheus Fund II Alternative Partnership L.P.	Delaware
Prometheus Fund Senior Housing Partners LP	Delaware
Prometheus Fund Strategic Realty Investors II L.P.	Delaware
Prometheus Funds GP, LLC	Delaware
Prometheus Leasehold Parent, LLC	Delaware
Prometheus Senior Quarters LLC	Delaware
Propco 12 LLC	Delaware
Propco 13 LLC	Delaware
Propco 17 LLC	Delaware
Propco 2 LLC	Delaware
Propco 21 LLC	Delaware
Propco 22 LLC	Delaware
Propco 24 LLC	Delaware
Propco 27 LLC	Delaware
Propco 4 LLC	Delaware
Propco 6 LLC	Delaware
Propco 9 LLC	Delaware
Propco CA Partner I, LLC	Delaware
Propco CA Partner II, LLC	Delaware
Propco CA Partner III, LLC	Delaware

24

Propco CA Partner IV, LLC	Delaware
Propco CA Partner V, LLC	Delaware
Propco CA Partner VI, LLC	Delaware
Propco CA Partner VII, LLC	Delaware
Propco GA Partner, LLC (fka AL Subfunding II, LLC)	Delaware
Propco Holdco, LLC	Delaware
Propco NC Partner I, LLC	Delaware
Propco NC Partner II, LLC	Delaware
Propco PA Partner, LLC	Delaware
Propco VA Partner, LLC (fka Propco NC Partner III, LLC)	Delaware
Providence Innovation District Phase I Holding, LLC	Delaware
Providence Innovation District Phase I Owner, LLC	Delaware
Providence Innovation District Phase I, LLC	Delaware
Providence Innovation District Phase II Owner, LLC	Delaware
PSLT GP, LLC	Delaware
PSLT OP, L.P.	Delaware
PSLT-ALS Properties Holdings, LLC	Delaware
PSLT-ALS Properties I, LLC	Delaware
PSLT-ALS Properties II, LLC	Delaware
PSLT-ALS Properties III, LLC	Delaware
PSLT-ALS Properties IV, LLC	Delaware
PSLT-BLC Properties Holdings, LLC	Delaware
R&I Procurement Holdings IV, LLC	Delaware
RDGL Opco Holdco, LLC	Delaware
Red Deer Retirement Group Ltd.	British Columbia
Regina Assisted Group Ltd.	British Columbia
Regina Retirement Group Ltd.	British Columbia
Résidence Ambiance IDS Inc.	Quebec
Résidence Boréa Inc.	Quebec
Résidence Caléo Inc.	Quebec
Résidence Cornelius Inc.	Quebec
Résidence du Marché Inc.	Quebec
Résidence Ékla Inc.	Quebec
Résidence Élogia Inc.	Quebec
Résidence Floréa Inc.	Quebec
Résidence IVVI Inc.	Quebec
Résidence l’Image d’Outremont Inc.	Quebec
Résidence l’Initial Inc.	Quebec
Résidence la Cité des Tours Inc.	Quebec
Résidence la Croisée de l’Est Inc.	Quebec
Résidence L'Avantage Inc.	Quebec
Résidence Le 22 Inc.	Quebec

25

Résidence le Félix Vaudreuil/Dorion Inc.	Quebec
Résidence le Gibraltar Inc.	Quebec
Résidence le Notre/Dame (Repentigny) Inc.	Quebec
Résidence le Quartier Mont/Saint/Hilaire Inc.	Quebec
Résidence le Savignon Inc.	Quebec
Résidence le VÜ Inc.	Quebec
Résidence Les Jardins du Campanile Inc.	Quebec
Résidence Les Jardins Millen Inc.	Quebec
Résidence Les Verrières du Golf Inc.	Quebec
Résidence Lilo Inc.	Quebec
Résidence Liz Inc.	Quebec
Résidence Margo Inc.	Quebec
Résidence Ora Inc.	Quebec
Résidence PDP Inc.	Quebec
Résidence Quartier Sud Inc.	Quebec
Résidence Sevä Inc.	Quebec
Résidence Station Est Inc.	Quebec
Résidence Vast Inc.	Quebec
Résidence Vent de l’Ouest Inc.	Quebec
Retirement Inns II, LLC	Delaware
Retirement Inns III, LLC	Delaware
RISE Insurance Company, LLC	Kentucky
River Hills Medical Associates, LLC	South Carolina
River Oaks Partners	Illinois
Riverdale Development, LLC	New York
RLG Leasing LLC	Delaware
RLG Owner LLC	Delaware
RLG Utah Leasing LLC	Delaware
RLG Utah Owner LLC	Delaware
Rocky Mount Kidney Center Associates	North Carolina
Rocky Mount Medical Park Limited Partnership	North Carolina
Roper MOB, LLC	South Carolina
Roswell Realty Propco, LLC (fka EC Roswell Realty, LLC)	Delaware
Round Lake ACC, LLC	Delaware
Sagamore Hills Nominee LLC	Delaware
Sagamore Hills Nominee LP	Delaware
Saint John Retirement Group Ltd.	British Columbia
Saxonburg Nominee LLC	Delaware
Saxonburg Nominee LP	Delaware
SC EC Master Tenant, LLC	Delaware
SDS Opco Holdco, LLC	Delaware
Senior Care, Inc.	Delaware
Senior Quarters Operating Corp.	New York
Shaker Holding, LLC	Delaware

26

Shippensburg Realty Holdings, LLC	Delaware
SNR 21 Logan Square Owner LLC	Delaware
SNR 21 Owner LLC	Delaware
SNR 22 Management LLC	Delaware
SNR 22 OKC Management LLC	Delaware
SNR 22 OKC Owner LLC	Delaware
SNR 22 Owner LLC	Delaware
SNR 22 Shreveport Management LLC	Delaware
SNR 22 Shreveport Owner LLC	Delaware
SNR 22 Winston Salem Inc.	Delaware
SNR 22 Winston Salem Owner GP LLC	Delaware
SNR 22 Winston Salem Owner LP	Delaware
SNR 22 Winston-Salem Management LLC	Delaware
SNR 24 Bluebird Estates Management LLC	Delaware
SNR 24 Bluebird Estates Owner LLC	Delaware
SNR 24 Bridge Park Management LLC	Delaware
SNR 24 Bridge Park Owner LLC	Delaware
SNR 24 Chateau at Harveston Management LLC	Delaware
SNR 24 Chateau at Harveston Owner LLC	Delaware
SNR 24 Copley Place Management LLC	Delaware
SNR 24 Copley Place Owner LLC	Delaware
SNR 24 Crescent Heights Inc.	Delaware
SNR 24 Crescent Heights Management LLC	Delaware
SNR 24 Crescent Heights Owner GP LLC	Delaware
SNR 24 Crescent Heights Owner LP	Delaware
SNR 24 Cypress Woods Management LLC	Delaware
SNR 24 Cypress Woods Owner LLC	Delaware
SNR 24 Dover Owner	Delaware
SNR 24 Golden Oaks Management LLC	Delaware
SNR 24 Golden Oaks Owner LLC	Delaware
SNR 24 Lodge at Wake Forest Inc.	Delaware
SNR 24 Lodge at Wake Forest Management LLC	Delaware
SNR 24 Lodge at Wake Forest Owner GP LLC	Delaware
SNR 24 Lodge at Wake Forest Owner LP	Delaware
SNR 24 Management LLC	Delaware
SNR 24 Maple Suites Management LLC	Delaware
SNR 24 Maple Suites Owner LLC	Delaware
SNR 24 Olympus Ranch Management LLC	Delaware
SNR 24 Olympus Ranch Owner LLC	Delaware
SNR 24 Owner LLC	Delaware
SNR 24 Peninsula Management LLC	Delaware
SNR 24 Peninsula Owner LLC	Delaware
SNR 24 Rancho Village Management LLC	Delaware
SNR 24 Rancho Village Owner LLC	Delaware
SNR 24 Rolling Hills Ranch Management LLC	Delaware

27

SNR 24 Rolling Hills Ranch Owner LLC	Delaware
SNR 24 Shads Landing Inc.	Delaware
SNR 24 Shads Landing Management LLC	Delaware
SNR 24 Shads Landing Owner GP LLC	Delaware
SNR 24 Shads Landing Owner LP	Delaware
SNR 24 Sterling Court Management LLC	Delaware
SNR 24 Sterling Court Owner LLC	Delaware
SNR 24 Venetian Gardens Management LLC	Delaware
SNR 24 Venetian Gardens Owner LLC	Delaware
SNR 24 Windward Palms Management LLC	Delaware
SNR 24 Windward Palms Owner LLC	Delaware
SNR 27 Alexis Gardens Management LLC	Delaware
SNR 27 Alexis Gardens Owner LLC	Delaware
SNR 27 Andover Place Management LLC	Delaware
SNR 27 Andover Place Owner LLC	Delaware
SNR 27 Arcadia Place Management LLC	Delaware
SNR 27 Arcadia Place Owner LLC	Delaware
SNR 27 Aspen View Management LLC	Delaware
SNR 27 Aspen View Owner LLC	Delaware
SNR 27 Augustine Landing Management LLC	Delaware
SNR 27 Augustine Landing Owner LLC	Delaware
SNR 27 Cedar Ridge Inc.	Delaware
SNR 27 Cedar Ridge Management LLC	Delaware
SNR 27 Cedar Ridge Owner GP LLC	Delaware
SNR 27 Cedar Ridge Owner LP	Delaware
SNR 27 Echo Ridge Management LLC	Delaware
SNR 27 Echo Ridge Owner LLC	Delaware
SNR 27 Elm Park Estates Management LLC	Delaware
SNR 27 Elm Park Estates Owner LLC	Delaware
SNR 27 Genesee Gardens Management LLC	Delaware
SNR 27 Genesee Gardens Owner LLC	Delaware
SNR 27 Greenwood Terrace Management LLC	Delaware
SNR 27 Greenwood Terrace Owner LLC	Delaware
SNR 27 Holiday Hills Estates Management LLC	Delaware
SNR 27 Holiday Hills Estates Owner LLC	Delaware
SNR 27 Indigo Pines Management LLC	Delaware
SNR 27 Indigo Pines Owner LLC	Delaware
SNR 27 Kalama Heights Management LLC	Delaware
SNR 27 Kalama Heights Owner LLC	Delaware
SNR 27 Management LLC	Delaware
SNR 27 Marion Woods Management LLC	Delaware
SNR 27 Marion Woods Owner LLC	Delaware
SNR 27 Montara Meadows Management LLC	Delaware
SNR 27 Montara Meadows Owner LLC	Delaware
SNR 27 Niagara Village Management LLC	Delaware

28

SNR 27 Niagara Village Owner LLC	Delaware
SNR 27 Owner LLC	Delaware
SNR 27 Parkrose Chateau Management LLC	Delaware
SNR 27 Parkrose Chateau Owner LLC	Delaware
SNR 27 Pinegate Management LLC	Delaware
SNR 27 Pinegate Owner LLC	Delaware
SNR 27 Quail Run Estates Management LLC	Delaware
SNR 27 Quail Run Estates Owner LLC	Delaware
SNR 27 Quincy Place Management LLC	Delaware
SNR 27 Quincy Place Owner LLC	Delaware
SNR 27 Redbud Hills Management LLC	Delaware
SNR 27 Redbud Hills Owner LLC	Delaware
SNR 27 Stone Lodge Management LLC	Delaware
SNR 27 Stone Lodge Owner LLC	Delaware
SNR 27 The Jefferson Management LLC	Delaware
SNR 27 The Jefferson Owner LLC	Delaware
SNR 27 The Remington Management LLC	Delaware
SNR 27 The Remington Owner LLC	Delaware
SNR 27 The Springs of Escondido Management LLC	Delaware
SNR 27 The Springs of Escondido Owner LLC	Delaware
SNR 27 The Springs of Napa Management LLC	Delaware
SNR 27 The Springs of Napa Owner LLC	Delaware
SNR 27 The Woods at Holly Tree GP LLC	Delaware
SNR 27 The Woods at Holly Tree Inc.	Delaware
SNR 27 The Woods at Holly Tree Management LLC	Delaware
SNR 27 The Woods at Holly Tree Owner LP	Delaware
SNR 27 University Pines Management LLC	Delaware
SNR 27 University Pines Owner LLC	Delaware
SNR Operations LLC	Delaware
Société en commandite Ambiance IDS	Quebec
Société en commandite Boréa	Quebec
Société en commandite Caléo	Quebec
Société en commandite Cavalier de Lasalle	Quebec
Société en commandite Cibéle	Quebec
Société en commandite Commerciale Aylmer	Quebec
Société en commandite Commerciale Cornelius	Quebec
Société en commandite Commerciale Cornelius II	Quebec
Société en commandite Commerciale Crémazie	Quebec
Société en commandite Commerciale Sherbrooke	Quebec
Société en commandite Communautaire Crémazie	Quebec
Société en commandite Cornelius	Quebec
Société en commandite Cornelius II	Quebec
Société en commandite Ékla	Quebec
Société en commandite Élogia	Quebec

29

Société en commandite Floréa	Quebec
Société en commandite IVVI	Quebec
Société en commandite l’Avantage	Quebec
Société en commandite l’Image d’Outremont	Quebec
Société en commandite l’Initial	Quebec
Société en commandite la Cité des Tours	Quebec
Société en commandite la Croisée de l’Est	Quebec
Société en commandite Le 22	Quebec
Société en commandite le Félix Vaudreuil/Dorion	Quebec
Société en commandite le Gibraltar	Quebec
Société en commandite le Notre/Dame (Repentigny)	Quebec
Société en commandite le Quartier Mont/Saint/Hilaire	Quebec
Société en commandite le Savignon	Quebec
Société en commandite le VÜ	Quebec
Société en commandite les Condos Boréa	Quebec
Société en commandite les Condos Caléo	Quebec
Société en commandite les Condos de la Gare	Quebec
Société en commandite les Condos Ékla	Quebec
Société en commandite les Condos Élogia	Quebec
Société en commandite les Condos Floréa	Quebec
Société en commandite les Condos l’Avantage	Quebec
Société en commandite les Condos Le 22	Quebec
Société en commandite les Condos le Gibraltar	Quebec
Société en commandite les Condos le Savignon	Quebec
Société en commandite les Condos le VÜ	Quebec
Société en commandite les Condos les Jardins Millen	Quebec
Société en commandite les Condos Ora	Quebec
Société en commandite les Condos Quartier Sud	Quebec
Société en commandite les Condos Sevä	Quebec
Société en commandite les Jardins du Campanile	Quebec
Société en commandite les Jardins Millen	Quebec
Société en commandite les Promenades du Parc	Quebec
Société en commandite les Verrières du Golf	Quebec
Société en commandite Lilo	Quebec
Société en commandite Liz	Quebec
Société en commandite Margo	Quebec
Société en commandite Ora	Quebec
Société en commandite Quartier Sud	Quebec
Société en commandite RDM	Quebec
Société en commandite Sevä	Quebec
Société en commandite Station Est	Quebec
Société en commandite Vast	Quebec
Société en commandite Vent de l’Ouest	Quebec
Springs at Clackamas Woods, LLC	Oregon

30

SSL Developer LLC	Delaware
SSL Holdco LLC	Delaware
SSL Partner LLC	Delaware
St. Albert Retirement Group Ltd.	British Columbia
St. Catharines Retirement Group Ltd.	British Columbia
St. Cloud MOB, LLC	Minnesota
St. Francis Community MOB, LLC	South Carolina
St. Francis Medical Plaza, LLC	South Carolina
St. Mary's Investors, LLC	Virginia
Steger Retirement Group Ltd.	British Columbia
Stratford Development, LLC	New York
Stripe II, LLC	Delaware
Stripe Sub, LLC	Delaware
SW Louisiana Professional Office Building, LLC	Delaware
Syracuse MOB SPE, LLC	Delaware
Syracuse MOB, LLC	New York
SZR Abington AL Opco, L.L.C.	Delaware
SZR Abington AL, L.L.C.	Pennsylvania
SZR Acquisitions Propco, LP (f/k/a La Mesa Propco, LP)	Delaware
SZR Acquisitions, LLC	Delaware
SZR Arlington, MA Assisted Living Opco, L.L.C. (fka Chesterfield Propco, LLC)	Delaware
SZR Arlington, MA Assisted Living, L.L.C.	Virginia
SZR Aurora GP Inc.	Ontario, Canada
SZR Aurora Inc.	Ontario, Canada
SZR Aurora, LP	Ontario, Canada
SZR Barrington, LLC	Delaware
SZR Bloomfield Senior Living Opco, LLC (fka Cy-Fair Propco, LLC)	Delaware
SZR Bloomfield Senior Living, LLC	Delaware
SZR Bloomingdale Assisted Living Opco, L.L.C. (f/k/a Lorain Propco, LLC)	Delaware
SZR Bloomingdale Assisted Living, L.L.C.	Illinois
SZR Blue Bell AL Limited Partnership	Pennsylvania
SZR Blue Bell AL Opco Limited Partnership	Delaware
SZR Bon Air, LLC	Delaware
SZR Buffalo Grove Assisted Living Opco, L.L.C. (f/k/a Shallowford Propco, LLC)	Delaware
SZR Buffalo Grove Assisted Living, L.L.C.	Illinois
SZR Burlington Inc.	Ontario, Canada
SZR Carmichael, LLC	Delaware
SZR Cascade, LLC	Delaware
SZR Chandler, LLC	Delaware
SZR Cherry Creek Senior Living Propco, LLC	Delaware
SZR Cherry Creek Senior Living, LLC	Delaware
SZR Cinco Ranch, LLC	Delaware

31

SZR Columbia LLC	Delaware
SZR Columbia Propco LLC	Delaware
SZR Cuyahoga Falls Senior Living Opco, LLC (f/k/a Sherwood Propco, LLC)	Delaware
SZR Cuyahoga Falls Senior Living, LLC	Delaware
SZR East Cobb Assisted Living Limited Partnership	Georgia
SZR East Cobb Assisted Living Opco Limited Partnership	Delaware
SZR Edina Assisted Living Opco, L.L.C. (fka Maumelle Propco, LLC)	Delaware
SZR Edina Assisted Living, L.L.C.	Minnesota
SZR Erin Mills GP Inc.	Ontario, Canada
SZR Erin Mills Inc.	Ontario, Canada
SZR Erin Mills, LP	Ontario, Canada
SZR First Assisted Living Holdings, LLC	Delaware
SZR Fleetwood A.L. Propco, L.L.C.	Delaware
SZR Fleetwood A.L., L.L.C.	New York
SZR Fort Worth, LLC	Delaware
SZR Frisco, LLC	Delaware
SZR Granite Run AL Opco, L.L.C. (fka Windcrest Propco, LLC)	Delaware
SZR Granite Run AL, L.L.C.	Pennsylvania
SZR Haverford AL Opco, L.L.C.	Delaware
SZR Haverford AL, L.L.C.	Pennsylvania
SZR Hillcrest Senior Living Propco, LLC	Delaware
SZR Hillcrest Senior Living, LLC	Delaware
SZR Holladay, LLC	Delaware
SZR Huntcliff Assisted Living Limited Partnership	Georgia
SZR Huntcliff Assisted Living Opco Limited Partnership	Delaware
SZR Ivey Ridge Assisted Living Limited Partnership	Georgia
SZR Ivey Ridge Assisted Living Opco Limited Partnership	Delaware
SZR Jackson, LLC	Delaware
SZR Jacksonville, LLC	Delaware
SZR Leawood, LLC	Delaware
SZR Lincoln Park LLC	Delaware
SZR Lincoln Park Opco LLC (f/k/a Byrd Springs Propco, LLC)	Delaware
SZR Lower Makefield, LLC	Delaware
SZR Markham Inc.	Ontario, Canada
SZR Mission Viejo Assisted Living Propco, L.P.	Delaware
SZR Mission Viejo Assisted Living, L.L.C.	Virginia
SZR Mississauga Inc.	Ontario, Canada
SZR Morris Plains Assisted Living Propco, L.L.C.	Delaware
SZR Morris Plains Assisted Living, L.L.C.	New Jersey
SZR New City Senior Living Propco, LLC	Delaware

32

SZR New City Senior Living, LLC	Delaware
SZR North Ann Arbor Senior Living, LLC	Delaware
SZR North Hills LP (fka SZR North Hills LLC)	Delaware
SZR North Hills Opco LP (fka Mountain Home Propco, LLC)	Delaware
SZR North York GP Inc.	Ontario, Canada
SZR North York Inc.	Ontario, Canada
SZR Northville Assisted Living Opco, L.L.C. (fka Florence SC Propco, LLC)	Delaware
SZR Northville Assisted Living, L.L.C.	Michigan
SZR Norwood LLC	Delaware
SZR Norwood Opco LLC (fka Braeswood Propco, LLC)	Delaware
SZR Oakville Inc.	Ontario, Canada
SZR of Alexandria Assisted Living Opco, L.P.	Delaware
SZR of Alexandria Assisted Living, L.P.	Virginia
SZR of North York, LP	Ontario, Canada
SZR Old Meridian, LLC	Delaware
SZR Old Tappan Assisted Living Propco, L.L.C.	Delaware
SZR Old Tappan Assisted Living, L.L.C.	New Jersey
SZR Opco Holdco, LLC	Delaware
SZR Orchard AL Propco, L.L.C.	Delaware
SZR Orchard AL, L.L.C.	Colorado
SZR Overland Park, LLC	Delaware
SZR Pacific Palisades Assisted Living Propco, L.P.	Delaware
SZR Pacific Palisades Assisted Living, L.P.	California
SZR Palos Park Opco, LLC (f/k/a Brentwood Propco, LLC)	Delaware
SZR Palos Park, LLC	Virginia
SZR Parma Assisted Living Opco, L.L.C. (f/k/a Wharton Propco, LLC)	Delaware
SZR Parma Assisted Living, L.L.C.	Virginia
SZR Richmond Hill Inc.	Ontario, Canada
SZR River Road, LLC	Delaware
SZR Riverside Assisted Living Propco, L.P. (f/k/a Southern Pines Propco, LP)	Delaware
SZR Riverside Assisted Living, L.P.	California
SZR Rochester Assisted Living Opco, LLC (fka Lake Jackson Propco, LLC)	Delaware
SZR Rochester Assisted Living, LLC	Delaware
SZR Rocklin Senior Living Propco, LP (f/k/a Point Loma Propco, LP)	Delaware
SZR Rocklin Senior Living, LLC	Delaware
SZR Rockville LLC	Delaware
SZR Rockville Propco LLC	Delaware
SZR San Mateo LLC	Delaware
SZR San Mateo Propco LP (f/k/a Las Villas Del Norte Propco, LP)	Delaware

33

SZR Sandy Senior Living Propco, LLC	Delaware
SZR Sandy Senior Living, LLC	Delaware
SZR Scottsdale Propco, LLC	Delaware
SZR Scottsdale, LLC	Delaware
SZR Second Assisted Living Holdings, LLC	Delaware
SZR Second Baton Rouge Assisted Living Propco, L.L.C.	Delaware
SZR Second Baton Rouge Assisted Living, L.L.C.	Louisiana
SZR Second Westminister Assisted Living, L.L.C.	Colorado
SZR Second Westminster Assisted Living Propco, L.L.C.	Delaware
SZR Smithtown A.L. Propco, L.L.C.	Delaware
SZR Smithtown A.L., L.L.C.	New York
SZR Springfield Assisted Living Opco, L.L.C.	Delaware
SZR Springfield Assisted Living, L.L.C.	Virginia
SZR Staten Island SL Propco, L.L.C.	Delaware
SZR Staten Island SL, L.L.C.	New York
SZR Sterling Canyon Assisted Living Limited Partnership	California
SZR Sterling Canyon Assisted Living Propco, LP (f/k/a Northridge Propco, LP)	Delaware
SZR Troy Assisted Living Opco, L.L.C. (fka Cottonwood Propco, LLC)	Delaware
SZR Troy Assisted Living, L.L.C.	Michigan
SZR US Investments, LLC	Delaware
SZR US UPREIT Three, LLC	Delaware
SZR US UPREIT, LLC	Delaware
SZR Wall Assisted Living Propco, L.L.C.	Delaware
SZR Wall Assisted Living, L.L.C.	New Jersey
SZR Wayne Assisted Living Propco, L.L.C.	Delaware
SZR Wayne Assisted Living, L.L.C.	New Jersey
SZR Westfield Assisted Living Propco, L.L.C.	Delaware
SZR Westfield Assisted Living, L.L.C.	New Jersey
SZR Westlake Village LLC	Delaware
SZR Westlake Village Propco LP (f/k/a Las Villas Del Carlsbad Propco, LP)	Delaware
SZR Willowbrook Annex LLC	Delaware
SZR Willowbrook Annex Opco LLC (f/k/a Austin Propco, LLC)	Delaware
SZR Willowbrook LLC	Delaware
SZR Willowbrook Opco LLC (f/k/a Heritage Woods Propco, LLC)	Delaware
SZR Windsor Inc.	Ontario, Canada
SZR Yorba Linda LLC	Delaware
SZR Yorba Linda Propco LP (f/k/a Little Avenue Propco, LP)	Delaware
Tempe AL RE, L.P.	Delaware
The Arboretum I Limited Partnership	Wisconsin

34

The Arboretum I Opco, LLC	Delaware
The Arboretum II Limited Partnership	Wisconsin
The Ponds of Pembroke Limited Partnership	Illinois
The Terrace at South Meadows, LLC	Delaware
THL 191 JV, LLC	Delaware
Timberlin Parc Realty Propco, LLC (fka EC Timberlin Parc Realty, LLC	Delaware
Townsend CRB Development, LLC	Delaware
Tucson AL RE, L.P.	Delaware
Twain Investment Fund 104, LLC	Missouri
Twain Investment Fund 33, LLC	Missouri
uCity Academic Owner, LLC	Delaware
uCity Square One JV, LLC	Delaware
uCity Square One Owner, LLC (fka uCity Square One Building Condo, LLC)	Delaware
uCity Square One REIT, LLC	Delaware
Valley Manor Propco, LLC	Delaware
VAOC Newport Plaza, LP (fka JSL Blossom Grove, LP)	Delaware
VAOC Patrician, LP (fka JSL Caleo Bay, LP)	Delaware
VAOC Penasquitos, LP	Delaware
VB Ballwin SH, LLC	Delaware
VB Opco Holdings, LLC	Delaware
VB Propco Holdings, LLC	Delaware
VCC Healthcare Fund, LLC (f/k/a Ventas Healthcare Capital, LLC, f/k/a Ventas Sun LLC)	Delaware
Ventas AH Granbury, LLC	Delaware
Ventas AH Midwest, LLC	Delaware
Ventas AH Mustang, LLC	Delaware
Ventas AH Norman, LLC	Delaware
Ventas AH Reminisce, LLC	Delaware
Ventas AH Rockwall, LLC	Delaware
Ventas AH Temple, LLC	Delaware
Ventas AH Weatherford, LLC	Delaware
Ventas Amberleigh Opco, LLC	Delaware
Ventas Amberleigh, LLC	Delaware
Ventas AOC Operating Holdings, Inc.	Delaware
Ventas AOC Operating Holdings, LLC	Delaware
Ventas Arlington, LLC	Delaware
Ventas Bear Canyon Opco, LLC	Delaware
Ventas Bear Canyon, LLC	Delaware
Ventas Beckley, LLC	Delaware
Ventas Birch Heights Opco, LLC	Delaware
Ventas Birch Heights, LLC	Delaware
Ventas Bishop Place, LLC	Delaware
Ventas Bonaventure GP, LLC	Delaware

35

Ventas Bonaventure Opco, LP	Delaware
Ventas Bonaventure, LP	Delaware
Ventas Broadway MOB, LLC	Delaware
Ventas CA GP Holdings I, LLC	Delaware
Ventas Caley Ridge Holding, LLC	Delaware
Ventas Caley Ridge, LLC	Delaware
Ventas Canada Finance Limited (f/k/a 3280986 Nova Scotia Limited)	Nova Scotia
Ventas Canada Retirement I GP ULC (f/k/a Holiday Canada Retirement I GP ULC)	Nova Scotia
Ventas Canada Retirement I LP (f/k/a Holiday Canada Retirement I LP)	Ontario
Ventas Canada Retirement II GP ULC (f/k/a Holiday Canada Retirement II GP ULC)	Nova Scotia
Ventas Canada Retirement II LP (f/k/a Holiday Canada Retirement II LP)	Ontario
Ventas Canada Retirement III GP ULC (f/k/a Holiday Canada Retirement III GP ULC)	Nova Scotia
Ventas Canada Retirement III LP (f/k/a Holiday Canada Retirement III LP)	Ontario
Ventas Capital Corporation	Delaware
Ventas Carlisle, LLC	Delaware
Ventas Carroll MOB, LLC	Delaware
Ventas Cascade Valley, LLC	Delaware
Ventas Copperfield Estates Opco, LLC	Delaware
Ventas Copperfield Estates, LLC	Delaware
Ventas Crown Pointe Opco, LLC	Delaware
Ventas Crown Pointe, LLC	Delaware
Ventas CS, LLC (f/ka TH Merger Company, LLC)	Delaware
Ventas CW Finance, LLC	Delaware
Ventas Dasco MOB Holdings, LLC	Delaware
Ventas Devonshire (Lenox) Opco, LLC	Delaware
Ventas Devonshire (Lenox), LLC	Delaware
Ventas Eagle Lake, LP	Delaware
Ventas East Lansing Opco, LLC	Delaware
Ventas East Lansing, LLC	Delaware
Ventas Edgewood Opco, LLC	Delaware
Ventas Edgewood, LLC (f/k/a Ventas Paradise Valley, LLC)	Delaware
Ventas EH Holdings, LLC (f/k/a Ventas Cal Sun LLC)	Delaware
Ventas Euro Finance, LLC	Delaware
Ventas Fairwood, LLC	Delaware
Ventas Finance Holdings I, LLC	Delaware
Ventas Flagstone, LLC	Delaware
Ventas Forest Pines Opco, LLC	Delaware
Ventas Forest Pines, LLC	Delaware
Ventas Framingham, LLC	Delaware

36

Ventas Garden Square of Casper, LLC	Delaware
Ventas GM GP Limited	Delaware
Ventas GM Holdings Limited	Delaware
Ventas Grantor Trust #1	Delaware
Ventas Grantor Trust #2	Delaware
Ventas Hartland Hills Opco, LLC	Delaware
Ventas Hartland Hills, LLC (f/k/a Ventas Millcreek, LLC)	Delaware
Ventas Healthcare Properties, Inc.	Delaware
Ventas Healthcare Realty, LLC	Delaware
Ventas Highland Estates Opco, LLC	Delaware
Ventas Highland Estates, LLC	Delaware
Ventas Highland Trail Opco, LLC	Delaware
Ventas Highland Trail, LLC	Delaware
Ventas HOL Holdings, LLC	Delaware
Ventas JCM Holdings, Inc.	Delaware
Ventas Kittery Estates Opco, LLC	Delaware
Ventas Kittery Estates, LLC	Delaware
Ventas Lafayette, LLC	Delaware
Ventas Lakewood Estates Opco, LLC	Delaware
Ventas Lakewood Estates, LLC	Delaware
Ventas Las Palmas Opco, LLC	Delaware
Ventas Las Palmas, LLC	Delaware
Ventas LHRET, LLC	Delaware
Ventas Life Sciences, LLC	Delaware
Ventas LP Realty, L.L.C.	Delaware
Ventas LS LP (f/k/a BMR-Wexford LP)	Delaware
Ventas LS MD, LLC	Delaware
Ventas LS TRS, LLC	Delaware
Ventas Mansion at Waterford, LLC	Delaware
Ventas McLoughlin, LLC	Delaware
Ventas Meadowbrook Place, LLC	Delaware
Ventas Meadows Elk Grove, LP	Delaware
Ventas Mezz Finance Leesburg, LLC	Delaware
Ventas Mezz Lender, LLC	Delaware
Ventas MOB Holdings II, LLC	Delaware
Ventas MOB Holdings, LLC	Delaware
Ventas MS Holdings, LLC	Delaware
Ventas MS, LLC	Delaware
Ventas Naples, LLC	Delaware
Ventas Nexcore Holdings, LLC	Delaware
Ventas NSG Finance, LLC	Delaware
Ventas NV GP LLC	Delaware
Ventas Oak Terrace Opco GP, LLC	Delaware
Ventas Oak Terrace, LP	Delaware

37

Ventas of Blackpool Limited	Jersey
Ventas of Farnham Limited	Jersey
Ventas of Hull Limited	Jersey
Ventas of Vancouver Limited	Jersey
Ventas Ontario OC, LLC	Delaware
Ventas Palms GP, LLC	Delaware
Ventas Palms Opco, LP	Delaware
Ventas Palms, LP	Delaware
Ventas Paradise Springs Opco, LLC	Delaware
Ventas Paradise Springs, LLC	Delaware
Ventas Patriot, LLC	Delaware
Ventas Pheasant Ridge, LLC	Delaware
Ventas Plano, LLC	Delaware
Ventas Polo Park Opco, LLC	Delaware
Ventas Polo Park, LLC	Delaware
Ventas Provident, LLC	Delaware
Ventas Raleigh Opco GP, LLC	Delaware
Ventas Raleigh Opco, LP	Delaware
Ventas Raleigh, LLC	Delaware
Ventas Realty Capital Healthcare Trust Operating Partnership, L.P. (f/k/a American Realty Capital Healthcare Trust Operating Partnership, L.P.)	Delaware
Ventas Realty Capital Healthcare Trust Sub REIT, LLC (f/k/a American Realty Capital Healthcare Trust Sub REIT, LLC)	Delaware
Ventas Realty, Limited Partnership	Delaware
Ventas Redwood GP, LLC	Delaware
Ventas Redwood Opco, LP	Delaware
Ventas Redwood, LP	Delaware
Ventas REIT US Holdings, LLC	Delaware
Ventas Santa Barbara Opco GP, LLC	Delaware
Ventas Santa Barbara Opco, LP	Delaware
Ventas Santa Barbara, LLC	Delaware
Ventas SH Holdings I, LLC	Delaware
Ventas Shasta Estates GP, LLC	Delaware
Ventas Shasta Estates Opco, LP	Delaware
Ventas Shasta Estates, LP	Delaware
Ventas Sierra Ridge Opco GP, LLC	Delaware
Ventas Sierra Ridge, LP	Delaware
Ventas Skyline Place Opco GP, LLC	Delaware
Ventas Skyline Place, LP	Delaware
Ventas SL Holdings II, LLC	Delaware
Ventas SL I, LLC	Delaware
Ventas SL II, LLC	Delaware
Ventas SL III, LLC	Delaware
Ventas Springs Holdings, LLC	Delaware

38

Ventas Springs JV, LLC	Delaware
Ventas SSL Beacon Hill, Inc.	Ontario, Canada
Ventas SSL Holdings Finance, LLC	Delaware
Ventas SSL Holdings, Inc.	Delaware
Ventas SSL Holdings, LLC	Delaware
Ventas SSL Lynn Valley, Inc.	Ontario, Canada
Ventas SSL Ontario II, Inc.	Ontario, Canada
Ventas SSL Ontario III, Inc.	Ontario, Canada
Ventas SSL Vancouver, Inc.	Ontario, Canada
Ventas SSL, Inc.	Delaware
Ventas Sugar Valley (f/k/a Ventas Tucson, LLC)	Delaware
Ventas Sugar Valley Opco, LLC	Delaware
Ventas Tanasbourne, LLC	Delaware
Ventas The Meadows Opco GP, LLC	Delaware
Ventas Tributary, LLC	Delaware
Ventas Trinity Finance, LP (f/k/a Ventas BKD Finance, LLC, f/k/a Ventas Mustang Finance, LLC)	Delaware
Ventas TRS, LLC	Delaware
Ventas UK Finance, Inc.	Delaware
Ventas UK Holdings I Limited	Jersey
Ventas UK Holdings II Limited	Jersey
Ventas UK Holdings III Limited	Jersey
Ventas UK Holdings IV Limited	Jersey
Ventas UK Holdings V Limited	Jersey
Ventas UK Holdings VI Limited	Jersey
Ventas UK Holdings VII Limited	Jersey
Ventas UK Holdings VIII Limited	Jersey
Ventas UK Holdings IX Limited	Jersey
Ventas UK Holdings X Limited	Jersey
Ventas UK Holdings XI Limited	Jersey
Ventas UK I, LLC	Delaware
Ventas UK II, LLC	Delaware
Ventas UK Real Estate Limited	United Kingdom
Ventas Valencia GP, LLC	Delaware
Ventas Valencia Opco, LP	Delaware
Ventas Valencia, LP	Delaware
Ventas Ventures, LLC	Delaware
Ventas West Shore Opco, LLC	Delaware
Ventas West Shores, LLC	Delaware
Ventas Weston, LLC	Delaware
Ventas Whispering Chase Opco, LLC	Delaware
Ventas Whispering Chase, LLC (f/k/a Ventas Peoria, LLC)	Delaware
Ventas White Bear Opco, LLC	Delaware
Ventas White Bear, LLC	Delaware
Ventas White Oaks Opco, LLC	Delaware

39

Ventas White Oaks, LLC	Delaware
Ventas Whitehall Estates, LLC	Delaware
Ventas Whitley Place Opco, LLC	Delaware
Ventas Whitley Place, LLC	Delaware
Ventas Willow Gardens Opco, LLC	Delaware
Ventas Willow Gardens, LLC	Delaware
Ventas Willow Grove GP, LLC	Delaware
Ventas Willow Grove Opco, LP	Delaware
Ventas Willow Grove, LP	Delaware
Ventas Woods at Canco Opco, LLC	Delaware
Ventas Woods at Canco, LLC	Delaware
Ventas, Inc.	Delaware
Venture Principal, LLC	Delaware
Venture Sub NC Holdco II, Inc.	Delaware
Venture Sub NC Holdco, Inc.	Delaware
Venture Sub, LLC	Delaware
Verdugo Management, LLC	California
Verdugo MOB, LP	California
Vernon Hills ACC, LLC	Delaware
Victoria Court Realty, LLC	Maine
Victorian Retirement Group II Ltd.	British Columbia
Victorian Retirement Group III Ltd.	British Columbia
Victorian Retirement Group Ltd.	British Columbia
VLSHRE Fund GP, LLC	Delaware
VLSHRE Fund Holdings, LLC	Delaware
VLSHRE Parallel Fund REIT, LLC	Delaware
VLSHRE Parallel Fund, L.P.	Delaware
VMSJ TRS, LLC	Delaware
VOP Arbor Rose, LLC	Delaware
VOP Arbor, LLC	Delaware
VOP Arbors Gulf Breeze, LLC	Delaware
VOP Arrowhead Lodge, LLC	Delaware
VOP AVM Holdco, LLC	Delaware
VOP Berry Park, LLC	Delaware
VOP Bethany, LLC	Delaware
VOP Bishop Place, LLC	Delaware
VOP Caley Ridge, LLC	Delaware
VOP Cascade Valley, LLC	Delaware
VOP Derian Lodge, LLC	Delaware
VOP Derian Place, LLC	Delaware
VOP Duluth Heights Lodge, LLC	Delaware
VOP Flagstone, LLC	Delaware
VOP Forsyth House, LLC	Delaware
VOP Hay Creek Lodge, LLC	Delaware
VOP HC Plano, LLC	Delaware

40

VOP HC Riverwalk, LLC	Delaware
VOP HC Southlake, LLC	Delaware
VOP Hillsboro, LLC	Delaware
VOP Magnolia House, LLC	Delaware
VOP Mangrove Bay, LLC	Delaware
VOP Mankato Lodge, LLC	Delaware
VOP Mansion at Waterford, LLC	Delaware
VOP McLoughlin Place, LLC	Delaware
VOP Meadowbrook Place, LLC	Delaware
VOP Mountain Ridge, LLC	Delaware
VOP Necanicum, LLC	Delaware
VOP Newberg, LLC	Delaware
VOP Oak Terrace, LP	Delaware
VOP Pheasant Ridge, LLC	Delaware
VOP Phoenix, LLC	Delaware
VOP Ponderosa Lodge, LLC	Delaware
VOP River Oaks, LLC	Delaware
VOP Sabal House, LLC	Delaware
VOP Sandy, LLC	Delaware
VOP Seagrass Fleming, LLC	Delaware
VOP Seagrass Port Orange, LLC	Delaware
VOP Sherwood, LLC	Delaware
VOP Sierra Ridge, LP	Delaware
VOP Skyline Place, LP	Delaware
VOP SLS Holdco, LLC	Delaware
VOP South Grove Lodge, LLC	Delaware
VOP St. Helens, LLC	Delaware
VOP Stanley House, LLC	Delaware
VOP Strafford, LLC	Delaware
VOP Suzanne Elise, LLC	Delaware
VOP The Meadows, LP	Delaware
VP Garden City Opco, LLC	Delaware
VP Garden City Propco, LLC	Delaware
VP Holdingco, LLC	Delaware
VP Rock Hill Opco, LLC	Delaware
VP Rock Hill Propco, LLC	Delaware
VSCRE Holdings, LLC	Delaware
VSL GP II, LLC (fka VTR JSL GP II, LLC)	Delaware
VSL GP, LLC (fka VTR JSL GP, LLC)	Delaware
VSL Holdings II, LLC (fka Ventas JSL Holdings, LLC)	Delaware
VSL Holdings, LLC (fka Ventas JSL Property Holdings, LLC)	Delaware
VSL Newport Plaza, LP (fka VTR Blossom Grove, LP)	Delaware
VSL Patrician GP, LLC	Delaware

41

VSL Patrician, LP (fka VTR Caleo Bay, LP)	Delaware
VSL Penasquitos GP, LLC	Delaware
VSL Penasquitos, LP	Delaware
VTCC Carroll MOB, LLC	Delaware
VTR 3440 Market, LLC	Delaware
VTR Alpharetta, LLC	Delaware
VTR AMS Bondco, LLC	Delaware
VTR AMS, Inc. (f/k/a Ardent Medical Services, Inc.)	Delaware
VTR Arboretum, LLC	Delaware
VTR Arbors Gulf Breeze, LLC	Delaware
VTR Ardsley, LLC	Delaware
VTR Ascension SV, LLC	Delaware
VTR Ashley Inn, LLC	Delaware
VTR Assisted Living, Inc.	Delaware
VTR Assisted Living, Virginia Beach, LLC	Delaware
VTR Athens Cancer, LLC	Delaware
VTR Austell, LLC	Delaware
VTR Avista MOB, LLC	Delaware
VTR Bailey Holdco, LLC	Delaware
VTR Bailey MC, LLC	Delaware
VTR Bailey Merger	Delaware
VTR Ballwin, LLC	Delaware
VTR Baptist SA, LLC	Delaware
VTR Barrington POB Holdings, LLC	Delaware
VTR Bay Spring, LLC	Delaware
VTR Baypoint Village, LLC	Delaware
VTR Bayshore, LLC	Delaware
VTR BD Finance, LLC	Delaware
VTR Bethlehem, LLC	Delaware
VTR Bonita Propco, LP	Delaware
VTR Briarcliff Manor, LLC	Delaware
VTR Buckhead, LLC	Georgia
VTR Building 60 Holdco, LLC	Delaware
VTR Building 90 Holdco, LLC	Delaware
VTR Burlingame, LP	California
VTR CA GP II, LLC	Delaware
VTR CAGP, LLC	Delaware
VTR Campana Del Rio, LLC	Delaware
VTR Canterbury Park, LLC	Delaware
VTR Canyon Springs, LLC	Delaware
VTR Carmichael Oaks Land, LLC	Delaware
VTR Carmichael Oaks, LP	Delaware
VTR Cedarbrook, LLC	Delaware
VTR Center City, LLC	Delaware

42

VTR Chandler Villas, LP	California
VTR Chesterfield Holdco, LLC	Delaware
VTR Chesterfield Merger Sub, LLC	Delaware
VTR Chicago 93rd Street POB, LLC	Delaware
VTR Chico Assisted Living, LP	Delaware
VTR CO GP, LLC	Delaware
VTR Continental Medical Bldg., LLC	Delaware
VTR Copper Canyon, LLC	Delaware
VTR Countrywood Parking, LLC	Delaware
VTR Countrywood, LP	Delaware
VTR Covell, LLC	California
VTR Covell, LP	Delaware
VTR Crossgate, LLC	Delaware
VTR Crown Point (Parker) MOB, LLC	Delaware
VTR Cutter Mill, LLC	Delaware
VTR CW GP, LLC	Delaware
VTR Daly City, LP	California
VTR Darien, LLC	Delaware
VTR Deer Valley MOB II, LLC	Delaware
VTR Deer Valley MOB III, LLC	Delaware
VTR Deer Valley Parking, LLC	Delaware
VTR Delmar Place, LLC	Delaware
VTR Desert Samaritan, LLC	Delaware
VTR Downers Grove POB Holdings, LLC	Delaware
VTR Durham GP, LLC	Delaware
VTR Durham, LP	Delaware
VTR East Lake PB, LLC	Delaware
VTR Eberle MOB, LLC	Delaware
VTR Elizabethtown, LLC	Delaware
VTR Evergreen Woods, LLC	Delaware
VTR Falmouth, LLC	Delaware
VTR First Ave, LLC	Delaware
VTR FM Texas Holdings GP, LLC	Delaware
VTR Forest Hills, LLC	Delaware
VTR Forest Lake, LLC	Delaware
VTR FV, LLC	Delaware
VTR Garden Park GP, LLC	Delaware
VTR Garden Park, LP	Delaware
VTR Gilbert 2, LLC	Delaware
VTR Glen Cove, LLC	Delaware
VTR Golden Creek, Inc.	Delaware
VTR Grand Oaks GP, LLC	Delaware
VTR Grand Oaks, LP	Delaware
VTR Great Neck, LLC	Delaware
VTR Greece, LLC	Delaware

43

VTR Green Valley Assisted Living, LLC	Delaware
VTR Harper Court Phase II Member, LLC	Delaware
VTR Hazel Crest, LLC	Delaware
VTR HC Plano, LLC	Delaware
VTR HC Riverwalk, LLC	Delaware
VTR Heart Hospital Bondco, LLC	Delaware
VTR Heart Hospital, LLC	Delaware
VTR Hearthstone East, LLC	Delaware
VTR Hearthstone West, LLC	Delaware
VTR Henderson Assisted Living, LLC	Delaware
VTR Heritage LF, LLC	Delaware
VTR Hertlin House, LLC	Delaware
VTR Highland Crossing, LLC	Kentucky
VTR Hillcrest Claremore, LLC	Delaware
VTR Hillcrest HS Tulsa, LLC	Delaware
VTR Hillcrest Inn GP, LLC	Delaware
VTR Hillcrest Inn, LP	Delaware
VTR Hillcrest MC Tulsa, LLC	Delaware
VTR Hillsdale, LLC	Delaware
VTR Hillsdale, LP	Delaware
VTR HOL Finance, LLC	Delaware
VTR Hudson, LLC	Delaware
VTR Huntington, LLC	Delaware
VTR II Acquisition LLC	Delaware
VTR III Acquisition LLC	Delaware
VTR Jacksonville Medical Plaza, LLC	Delaware
VTR Jefferson Clinic MOB, LLC	Delaware
VTR Johnson Ferry, LLC	Delaware
VTR Jupiter, LLC	Delaware
VTR Kennebunk, LLC	Delaware
VTR Kew Gardens, LLC	New York
VTR Kinghaven, LLC	Delaware
VTR Lake Havasu Assisted Living, LLC	Delaware
VTR Lake Palestine, LLC	Delaware
VTR Lakeland Medical, LLC	Delaware
VTR Lancaster Assisted Living, LP	Delaware
VTR Las Posas, LP	California
VTR Legacy Drive, LLC (f/k/a VTR DOB III MOB, LLC)	Delaware
VTR Lonestar, LLC	Delaware
VTR Longmeadow Place, LLC	Delaware
VTR Lovelace MC & Rehab, LLC	Delaware
VTR Lovelace Roswell Bondco, LLC	Delaware
VTR Lovelace Roswell, LLC	Delaware
VTR Lovelace Westside, LLC	Delaware

44

VTR Lovelace WH Bondco, LLC	Delaware
VTR Lovelace WH, LLC	Delaware
VTR LS 115 N. 38th Street, LLC (f/k/a Wexford 115 N. 38th Street, LLC)	Delaware
VTR LS 225 N. 38th Street UT, LLC (f/k/a Wexford 225 N. 38th Street UT, LLC)	Delaware
VTR LS 225 N. 38th Street, LLC (f/k/a Wexford 225 N. 38th Street, LLC)	Delaware
VTR LS 3701 Filbert Street UT, LLC (f/k/a Wexford 3701 Filbert Street UT, LLC)	Delaware
VTR LS 3701 Filbert Street, LLC (f/k/a Wexford 3701 Filbert Street, LLC)	Delaware
VTR LS 4220 Duncan, LLC	Delaware
VTR LS 4300 Duncan, LLC	Delaware
VTR LS 4320 Forest Park, LLC (f/k/a Wexford 4320 Forest Park, LLC)	Delaware
VTR LS 5051 Centre P1 Holdings, LLC	Delaware
VTR LS 75 N. 38th Street, LLC	Delaware
VTR LS Bailey Developer, LLC (f/k/a Wexford Bailey Developer, LLC)	Delaware
VTR LS Baltimore Garage, LLC (f/k/a Wexford Baltimore Garage, LLC)	Maryland
VTR LS Baltimore-Poppleton, LLC (f/k/a Wexford Baltimore-Poppleton, LLC)	Maryland
VTR LS BioPark Land Acquisition I, LLC (f/k/a Wexford BioPark Land Acquisition I, LLC)	Maryland
VTR LS BSP Funding, LLC (f/k/a Wexford BSP Funding, LLC)	Maryland
VTR LS BSP Partners, LLC (f/k/a Wexford BSP Partners, LLC)	Maryland
VTR LS Building 60 Developer, LLC (f/k/a Wexford Building 60 Developer, LLC)	Delaware
VTR LS Building 90 Developer, LLC (f/k/a Wexford Building 90 Developer, LLC)	Delaware
VTR LS Building 91 Developer, LLC (f/k/a Wexford Building 91 Developer, LLC)	Delaware
VTR LS Building 91 Manager, LLC (f/k/a Wexford Building 91 Manager, LLC)	Delaware
VTR LS Chesterfield Developer, LLC (f/k/a Wexford Chesterfield Developer, LLC)	Delaware
VTR LS Chesterfield Parking, LLC (f/k/a Wexford Chesterfield Parking, LLC)	Delaware
VTR LS CTI GP, LLC	Delaware
VTR LS CTI, LP	Delaware
VTR LS Danforth, LLC (f/k/a Wexford Danforth, LLC)	Delaware
VTR LS Development, LLC (f/k/a Wexford Development, LLC)	Maryland
VTR LS Finance, LLC (f/k/a Wexford Finance, LLC)	Maryland
VTR LS Heritage Development, LLC (f/k/a Wexford Heritage Development, LLC)	Delaware

45

VTR LS Heritage Manager, LLC (f/k/a Wexford Heritage Manager, LLC)	Delaware
VTR LS Hershey Holdings One, LLC (f/k/a Wexford Hershey Holdings One, LLC)	Delaware
VTR LS Hershey Holdings Two, LLC (f/k/a Wexford Hershey Holdings Two, LLC)	Delaware
VTR LS Hershey, LLC (f/k/a Wexford Hershey, LLC)	Delaware
VTR LS KSC GP, LLC	Delaware
VTR LS KSC, LP	Delaware
VTR LS Management, LLC (f/k/a Wexford Management, LLC)	Delaware
VTR LS Maryland BioPark 3, LLC (f/k/a Wexford Maryland BioPark 3, LLC)	Delaware
VTR LS Maryland BioPark One, LLC (f/k/a Wexford Maryland BioPark One, LLC)	Delaware
VTR LS Miami Property Acquisitions, LLC (f/k/a Wexford Miami Property Acquisitions, LLC)	Delaware
VTR LS Realty Holdings II, Inc. (f/k/a BioMed Realty Holdings II, Inc.)	Maryland
VTR LS Science Center 2, LLC (f/k/a Wexford Science Center 2, LLC)	Maryland
VTR LS Tech Park, LLC	Delaware
VTR LS University City HS, LLC (f/k/a Wexford University City HS, LLC)	Delaware
VTR LS-George Member LLC (f/k/a BMR-George Member LLC)	Delaware
VTR LS-UCSC II GP, LLC (f/k/a Wexford-UCSC II GP, LLC)	Delaware
VTR Lynbrook, LLC	Delaware
VTR Madison House, LLC	Delaware
VTR Management Services Jefferson, LLC (f/k/a Lillibridge Facilities Development, Inc.)	Delaware
VTR Manresa Business Trust	Maryland
VTR Manresa, LLC	Delaware
VTR Marland Place II, LLC	Delaware
VTR Marland Place III, LLC	Delaware
VTR Marland Place, LLC	Delaware
VTR Marysville Assisted Living, LP	Delaware
VTR Medical Plaza I Athens, LLC	Delaware
VTR Medical Plaza II Athens, LLC	Delaware
VTR Merrywood, LLC	Delaware
VTR Mezz Guarantee LLC	Delaware
VTR Mezz II, LLC	Delaware
VTR Mezz III, LLC	Delaware
VTR Mezz LLC	Delaware
VTR Montego Heights, LP	California
VTR Mulvane Medical Plaza, LLC	Delaware
VTR Nevada Assisted Living, LLC	Delaware
VTR Newburgh, LLC	Delaware

46

VTR Northeast Holdings, LLC	Delaware
VTR Northport Development, LLC	New York
VTR Oak Knoll Land, LLC	Delaware
VTR Oak Knoll, LP	Delaware
VTR Oak Lawn POB, LLC	Delaware
VTR OCE Indy, LLC	Delaware
VTR Olympic Plaza, LLC	Delaware
VTR Oroville Assisted Living, LP	Delaware
VTR Palm Desert, LLC	Delaware
VTR Palm Desert, LP	Delaware
VTR Papago Medical Park, LLC	Delaware
VTR PCM, LLC	Delaware
VTR Pearl Holdco, LLC	Delaware
VTR Penfield, LLC	Delaware
VTR Phoenix, LLC	Delaware
VTR Plainview, LLC	Delaware
VTR Plano, LLC	Delaware
VTR Property Holdings Carrollton GP, LLC	Delaware
VTR Property Holdings Carrollton, LP	Texas
VTR Property Holdings Copeland, LLC	Delaware
VTR Property Holdings Cypresswood, LLC	Delaware
VTR Property Holdings Grapevine, LP	Texas
VTR Property Holdings Richardson, LLC	Delaware
VTR Property Holdings Westchase GP, LLC	Delaware
VTR Property Holdings Westchase, LP	Texas
VTR Property Sectors, LLC (fka Ventas Senior Housing, LLC)	Delaware
VTR Quail Ridge, LP	Delaware
VTR R&I Procurement Holdings Member, LLC	Delaware
VTR R&I Procurement Holdings, LLC	Delaware
VTR Raleigh GP, LLC	Delaware
VTR Raleigh, LLC	Delaware
VTR Raleigh, LP	Delaware
VTR Rancho Mirage Propco, LP	Delaware
VTR Regency, LLC	Delaware
VTR Retirement and Assisted Living Briarcliff, LLC	Delaware
VTR Richland Hills, LLC	Delaware
VTR River Oaks Holdco, LLC	Delaware
VTR River Oaks, LLC	Delaware
VTR Riverdale LLC	New York
VTR Rock Creek, LLC	Delaware
VTR Roslyn, LLC	Delaware
VTR Rye Brook, LLC	Delaware
VTR Salisbury Business Trust	Maryland
VTR Salisbury, LLC	Delaware

47

VTR Salmon Creek, LLC	Delaware
VTR San Felipe Propco, LP	Delaware
VTR San Francisco MOB, LLC	Delaware
VTR Science & Technology, LLC (f/k/a Wexford Science & Technology, LLC)	Maryland
VTR Scottsdale, LLC	Delaware
VTR Seagrass Fleming, LLC	Delaware
VTR Seagrass Port Orange, LLC	Delaware
VTR Seaside, LLC	Delaware
VTR Senior Living LLC	Delaware
VTR SH Mangrove Bay, LLC	Delaware
VTR Shaker, LLC	Delaware
VTR Sierra Vista Assisted Living, LLC	Delaware
VTR South Ogden, LLC	Delaware
VTR SouthCreek, LLC	Delaware
VTR Southlake, LLC	Delaware
VTR Spring Creek Inn, LLC	Delaware
VTR Springdale, LLC	Delaware
VTR SQ Holdings Corp.	Delaware
VTR SQ Interim Corp.	Delaware
VTR SQ, LLC	Delaware
VTR SRM Holdco, LLC	Delaware
VTR St. Matthews, LLC	Delaware
VTR Stamford, LLC	Delaware
VTR Stony Brook, LLC	Delaware
VTR Stratford, LLC	Connecticut
VTR Summit Hills, LLC	Delaware
VTR Sunlake, LLC	Delaware
VTR Sunnyvale, LP	California
VTR Sutter Roseville, LLC	Delaware
VTR Sutton Terrace, LLC	Delaware
VTR Swap II LLC	Delaware
VTR Swap LLC	Delaware
VTR Tanglewood, LLC	Delaware
VTR Tarzana GP, LLC	Delaware
VTR Tarzana, LLC	Delaware
VTR Tarzana, LP	Delaware
VTR Temecula GP, LLC	Delaware
VTR Temecula Land, LLC	Delaware
VTR Temecula, LP	Delaware
VTR Texas Holdings GP II, LLC	Delaware
VTR Texas Holdings GP, LLC	Delaware
VTR Texas Holdings II, LP	Texas
VTR Texas Holdings, LP	Texas
VTR Thunderbird Paseo Medical Plaza, LLC	Delaware

48

VTR Tinton Falls Corp.	New Jersey
VTR TRS Holdco, LLC	Delaware
VTR Tucker, LLC	Delaware
VTR Tyler South Broadway, LLC	Delaware
VTR UT Health Cedar Creek, LLC	Delaware
VTR UT Health East HOPE, LLC	Delaware
VTR UT Health East Jacksonville, LLC	Delaware
VTR UT Health East Mineola, LLC	Delaware
VTR UT Health East Olympic Pittsburg, LLC	Delaware
VTR UT Health East Rusk, LLC	Delaware
VTR UT Health Rehab Olympic, LLC	Delaware
VTR Vacaville MOB, LLC (f/k/a VTR Barret Avenue MOB, LLC)	Delaware
VTR Valley View, LP	California
VTR Villa Campana II, LLC	Delaware
VTR Visalia Assisted Living, LP	Delaware
VTR Vistas Longmont, LLC	Delaware
VTR Willow Glen, LP	Delaware
VTR Windsor Woods, LLC	Delaware
VTRAZ Manager, LLC	Delaware
VTR-EMRTS Holdings, LLC	Delaware
VTRLTH MAB I, LLC	Delaware
VTRLTH MAB II, LLC	Delaware
VTR-UCSC 3401 JV, LLC	Delaware
W27 Owner, LLC	Delaware
WE George Street Holding LLC	Delaware
WE George Street, L.L.C.	Delaware
West Medical Office I, LP	South Carolina
West Tennessee Investors, LLC	Tennessee
Wexford Building 60 Manager, LLC	Delaware
Wexford Building 60 MT, LLC	Delaware
Wexford Building 90 Investment Fund, LLC	Missouri
Wexford Building 90 Manager, LLC	Delaware
Wexford Building 90 MT, LLC	Delaware
Wexford Heritage Holding, LLC	Delaware
Wexford Heritage MT, LLC	Delaware
Wexford Heritage, LLC	Delaware
Wexford Miami Holding, LLC	Delaware
Wexford Miami, LLC	Delaware
Wexford UMB 2, LLC	Maryland
Wexford Winston-Salem Building 60 GP, LLC	Delaware
Wexford Winston-Salem Building 60, LP	Delaware
Wexford Winston-Salem Building 90, LLC	Delaware
Wexford Winston-Salem Building 91, LLC	Delaware
Wexford Winston-Salem Holding 60, LLC	Delaware

49

Wexford Winston-Salem Holding 90, LLC	Delaware
Wexford-CV SSL Joint Venture, LLC	Delaware
Wexford-CV SSL Manager, LLC	Delaware
Wexford-SCEC 3675 Market Street JV, LLC	Delaware
Wexford-SCEC 3675 Market Street UT, LLC	Delaware
Wexford-SCEC 3675 Market Street, LLC	Delaware
Wexford-UCSC 3737 Joint Venture, LLC	Delaware
Wexford-UCSC 3737 Member, LLC	Delaware
Wexford-UCSC 3737, LLC	Delaware
Wexford-UCSC II, LP	Delaware
WG 86th Street SH, LLC	Delaware
WG Alden Place, LLC	Delaware
WG Alpharetta, LLC	Delaware
WG Aquidneck Place SH, LLC	Delaware
WG Arboretum, LLC	Delaware
WG Austell, LLC	Delaware
WG Bay Spring SH, LLC	Delaware
WG Baypoint Village SH, LLC	Delaware
WG Bayshore SH, LLC	Delaware
WG Bethlehem SH, LLC	Delaware
WG Briarcliff Manor SH, LLC	Delaware
WG Buckhead SH, LLC	Delaware
WG Burlingame SH, LP	Delaware
WG Campana Del Rio SH, LLC	Delaware
WG Carmichael Oaks, LP	Delaware
WG Carrollton SH, LLC	Delaware
WG Center City SH, LLC	Delaware
WG Chandler Villas SH, LLC	Delaware
WG Chateau Gardens SH, LP	Delaware
WG Chateau San Juan SH, LP	Delaware
WG CO GP, LLC	Delaware
WG Collwood Knolls SH, LP	Delaware
WG Copeland SH, LLC	Delaware
WG Countrywood, LP	Delaware
WG Covell SH, LP	Delaware
WG Covina SH, LP	Delaware
WG Cranford SH, LLC	Delaware
WG Crossgate SH, LLC	Delaware
WG Crossroads Place, LLC	Delaware
WG Cutter Mill SH, LLC	Delaware
WG CW GP, LLC	Delaware
WG Cypresswood SH, LLC	Delaware
WG Daly City SH, LP	Delaware
WG Darien SH, LLC	Delaware
WG Del Rey SH, LP	Delaware

50

WG Del Sol SH, LP	Delaware
WG Delmar Place, LLC	Delaware
WG Draper Place, LLC	Delaware
WG Durham, LP	Delaware
WG East Northport SH, LLC	Delaware
WG El Camino Gardens SH, LP	Delaware
WG Elizabethtown SH, LLC	Delaware
WG Encinitas SH, LP	Delaware
WG Evergreen Woods SH, LLC	Delaware
WG Falmouth SH II, LLC	Delaware
WG Falmouth SH, LLC	Delaware
WG Forest Hills SH, LLC	Delaware
WG Forest Lake SH, LLC	Delaware
WG Garden Park, LP	Delaware
WG Glen Cove SH, LLC	Delaware
WG GO GP, LLC	Delaware
WG Golden Creek SH, LP	Delaware
WG Grand Oaks, LP	Delaware
WG Grapevine SH, LLC	Delaware
WG Great Neck SH, LLC	Delaware
WG Greece SH, LLC	Delaware
WG Greenridge Place, LLC	Delaware
WG Guilderland SH, LLC	Delaware
WG Hacienda SH, LP	Delaware
WG Hamilton Heights Place, LLC	Delaware
WG Harborhill Place SH, LLC	Delaware
WG Hearthstone East SH, LLC	Delaware
WG Hearthstone West SH, LLC	Delaware
WG Heritage LF, LLC	Delaware
WG Hertlin House, LLC	Delaware
WG Highland Crossing SH, LLC	Delaware
WG Hillcrest Inn SH, LP	Delaware
WG Hillsdale SH, LP	Delaware
WG Hudson SH, LLC	Delaware
WG Huntington SH, LLC	Delaware
WG Johnson Ferry SH, LLC	Delaware
WG Jupiter, LLC	Delaware
WG Kennebunk SH, LLC	Delaware
WG Kew Gardens SH, LLC	Delaware
WG Kinghaven SH, LLC	Delaware
WG Kingwood SH, LLC	Delaware
WG Larson Place, LLC	Delaware
WG Las Posas SH, LP	Delaware
WG Lincoln Place SH, LLC	Delaware
WG Longmeadow Place SH, LLC	Delaware

51

WG Lynbrook SH, LLC	Delaware
WG Manresa SH, LLC	Delaware
WG Marina Place, LLC	Delaware
WG Marland Place SH, LLC	Delaware
WG Merrimack Place, LLC	Delaware
WG Merrywood SH, LLC	Delaware
WG Montego Heights SH, LP	Delaware
WG Newburgh SH, LLC	Delaware
WG Oak Knoll, LP	Delaware
WG Palm Desert, Inc.	California
WG Penfield SH, LLC	Delaware
WG Plainview SH, LLC	Delaware
WG Plano, LLC	Delaware
WG Quail Ridge, LP	Delaware
WG Raleigh, LP	Delaware
WG Rancho Park SH, LP	Delaware
WG Regency SH, LLC	Delaware
WG Richardson SH, LLC	Delaware
WG Richland Hills, LLC	Delaware
WG Riverdale SH, LLC	Delaware
WG Roslyn, LLC	Delaware
WG Rye Brook SH, LLC	Delaware
WG Salisbury SH, LLC	Delaware
WG San Pablo SH, LLC	Delaware
WG Scottsdale, LLC	Delaware
WG Seville SH, LLC	Delaware
WG Shaker SH, LLC	Delaware
WG South Hills SH, LLC	Delaware
WG South Setauket SH, LLC	Delaware
WG Springdale SH, LLC	Delaware
WG St. Matthews SH, LLC	Delaware
WG Stamford SH, LLC	Delaware
WG Stony Brook SH, LLC	Delaware
WG Stratford SH, LLC	Delaware
WG Sugar Land SH, LLC	Delaware
WG Summit Hills SH, LLC	Delaware
WG Summit Ridge SH, LLC	Delaware
WG Sunlake SH, LLC	Delaware
WG Sunnyvale SH, LP	Delaware
WG Sutton Terrace SH, LLC	Delaware
WG Tamalpais Creek SH, LP	Delaware
WG Tanglewood SH, LLC	Delaware
WG Tarzana, LP	Delaware
WG Temecula, LP	Delaware
WG Tinton Falls SH, LLC	Delaware

52

WG Tucker, LLC	Delaware
WG Valley Manor SH, LLC (f/k/a VTR Valley Manor, LLC)	Delaware
WG Valley View SH, LP	Delaware
WG Villa Campana, LLC	Delaware
WG Virginia Beach SH, LLC	Delaware
WG Vistas Longmont, LLC	Delaware
WG Westchase SH, LLC	Delaware
WG Weston Place SH, LLC	Delaware
WG Willow Glen SH, LP	Delaware
WG Willow Park SH, LLC	Delaware
WG Windsor Woods SH, LLC	Delaware
WG Woodlands SH, LLC	Delaware
Whitby Retirement Group II Ltd.	British Columbia
Whitby Retirement Group Ltd.	British Columbia
Woodbriar Senior Living, LLC	Delaware
Woodlake Realty, LLC	Delaware
WWMLD Limited Liability Company	Wisconsin
WWMLD Opco, LLC	Delaware
Xenia Nominee LLC	Delaware
Xenia Nominee LP	Delaware

53

EX-22

Exhibit 22

List of Guarantors and Issuers of Guaranteed Securities

As of December 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-23

Exhibit 23

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in

•The Registration Statement (Form S-4 No. 333-258177) pertaining to shares of Ventas, Inc. common stock issued in connection with the merger with New Senior Investment Group, Inc.;

•The Registration Statement (Form S-3 No. 333-253415) pertaining to the common stock of Ventas, Inc.;

•The Registration Statement (Form S-4 No. 333-198789) pertaining to shares of Ventas, Inc. common stock issued in connection with the merger with American Realty Capital Healthcare Trust, Inc.;

•The Registration Statement (Form S-8 No. 333-183121) pertaining to the Ventas, Inc. 2012 Incentive Plan;

•The Registration Statement (Form S-8 No. 333-173434) pertaining to the Nationwide Health Properties, Inc. 2005 Performance Incentive Plan, as Amended;

•The Registration Statement (Form S-8 No. 333-136175) pertaining to the Ventas, Inc. 2006 Incentive Plan and Ventas, Inc. 2006 Stock Plan for Directors;

•The Registration Statement (Form S-8 No. 333-126639) pertaining to the Ventas Employee and Director Stock Purchase Plan;

•The Registration Statement (Form S-8 No. 333-118944) pertaining to the Ventas Executive Deferred Stock Compensation Plan and Ventas Non-Employee Directors’ Cash Compensation Deferral Plan;

•The Registration Statement (Form S-8 No. 333-61552) pertaining to the Ventas, Inc. Common Stock Purchase Plan for Directors;

•The Registration Statement (Form S-3 No. 333-267500) pertaining to the common stock of Ventas, Inc.;

•The Registration Statement (Form S-8 No. 333-267498) pertaining to the Ventas, Inc. 2022 Incentive Plan

and in the related Prospectuses of Ventas, Inc. of our reports dated February 10, 2023, with respect to the consolidated financial statements and the related notes, and financial statement schedules III and IV of Ventas, Inc. and the effectiveness of internal control over financial reporting.

/s/ KPMG LLP

Chicago, Illinois

February 10, 2023

EX-31.1

Exhibit 31.1

I, Debra A. Cafaro, certify that:

1. I have reviewed this Annual Report on Form 10-K 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: February 10, 2023

/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 Annual Report on Form 10-K 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: February 10, 2023

/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 Annual Report on Form 10-K of Ventas, Inc. (the "Company") for the period ended December 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: February 10, 2023

/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 Annual Report on Form 10-K of Ventas, Inc. (the "Company") for the period ended December 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: February 10, 2023

/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.

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Cover - USD ($) $ in Billions	12 Months Ended
	Dec. 31, 2022	Feb. 03, 2023	Jun. 30, 2022
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Current Fiscal Year End Date	--12-31
Document Period End Date	Dec. 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
Trading Symbol	VTR
Title of 12(b) Security	Common Stock, $0.25 par value
Security Exchange Name	NYSE
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
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
ICFR Auditor Attestation Flag	true
Entity Shell Company	false
Entity Public Float			$ 17.1
Entity Common Stock, Shares Outstanding (in shares)		399,993,581
Documents Incorporated by Reference	Portions of the registrant’s definitive Proxy Statement for the 2023 Annual Meeting of Stockholders are incorporated by reference into Part III, Items 10 through 14 of this Annual Report on Form 10-K to the extent stated herein. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2022.
Entity Central Index Key	0000740260
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Amendment Flag	false

XML

Audit Information	12 Months Ended
	Dec. 31, 2022
Auditor Information [Abstract]
Auditor Firm ID	185
Auditor Name	KPMG LLP
Auditor Location	Chicago, Illinois

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COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 14 – 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. 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. These claims may include, among other things, professional liability and general liability claims, commercial liability claims, unfair business practices claims and employment claims, as well as regulatory proceedings, including proceedings related to our senior housing operating portfolio, where we are typically the holder of the applicable healthcare license. These claims 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 action, investigation or claim, 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 actions, investigations and claims could have a material adverse effect on us.

Operating Leases

We lease land, equipment and corporate office space. At inception, we establish an operating lease asset and operating lease liability represented as the present value of future minimum lease payments. As our leases do not provide an implicit rate, we use a discount rate that approximates our incremental borrowing rate available at lease commencement to determine the present value of lease payments. The incremental borrowing rates were adjusted for the length of the individual lease term. The weighted average discount rate and remaining lease term of our leases are 7.33% and 36.0 years, respectively. Operating lease assets and liabilities are not recognized for leases with an initial term of 12 months or less, as these short-term leases are accounted for similar to previous guidance.

Our lease expense primarily consists of ground leases, which is included in interest expense in our Consolidated Statements of Income. For the years ended December 31, 2022, 2021 and 2020, we recognized $31.9 million, $31.9 million and $32.1 million of expense relating to our leases. For the years ended December 31, 2022, 2021 and 2020, cash paid for leases was $24.0 million, $25.1 million and $25.4 million, respectively, as reported within operating cash outflows in our Consolidated Statements of Cash Flows.

The following table summarizes future minimum lease obligations under non-cancelable ground and other operating leases as of December 31, 2022 (dollars in thousands):

2023	$	21,369
2024	20,305
2025	15,960
2026	15,904
2027	15,198
Thereafter	572,204
Total undiscounted minimum lease payments	660,940
Less: imputed interest	(470,500)
Operating lease liabilities	$	190,440

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CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Real estate investments:
Land and improvements	$ 2,437,905	$ 2,432,065
Buildings and improvements	26,020,048	25,778,490
Construction in progress	310,456	269,315
Acquired lease intangibles	1,346,190	1,369,747
Operating lease assets	310,307	317,858
Gross real estate investment	30,424,906	30,167,475
Accumulated depreciation and amortization	(9,264,456)	(8,350,637)
Net real estate property	21,160,450	21,816,838
Secured loans receivable and investments, net	537,075	530,126
Investments in unconsolidated real estate entities	579,949	523,465
Net real estate investments	22,277,474	22,870,429
Cash and cash equivalents	122,564	149,725
Escrow deposits and restricted cash	48,181	46,872
Goodwill	1,044,415	1,046,140
Assets held for sale	44,893	28,399
Deferred income tax assets, net	10,490	11,152
Other assets	609,823	565,069
Total assets	24,157,840	24,717,786
Liabilities:
Senior notes payable and other debt	12,296,780	12,027,544
Accrued interest	110,542	106,602
Operating lease liabilities	190,440	197,234
Accounts payable and other liabilities	1,031,689	1,090,254
Liabilities related to assets held for sale	6,492	10,850
Deferred income tax liabilities	35,570	59,259
Total liabilities	13,671,513	13,491,743
Redeemable OP unitholder and noncontrolling interests	264,650	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, 399,707 and 399,420 shares issued at December 31, 2022 and 2021, respectively	99,912	99,838
Capital in excess of par value	15,539,777	15,498,956
Accumulated other comprehensive loss	(36,800)	(64,520)
Retained earnings (deficit)	(5,449,385)	(4,679,889)
Treasury stock, 10 and 0 shares issued at December 31, 2022 and 2021, respectively	(536)	0
Total Ventas stockholders’ equity	10,152,968	10,854,385
Noncontrolling interests	68,709	91,375
Total equity	10,221,677	10,945,760
Total liabilities and equity	$ 24,157,840	$ 24,717,786

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CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares shares in Thousands	Dec. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 1.00	$ 1.00
Preferred stock, shares authorized (in shares)	10,000	10,000
Common stock, par value (in dollars per share)	$ 0.25	$ 0.25
Common stock, shares authorized (in shares)	600,000	600,000
Common stock, shares issued (in shares)	399,707	399,420
Treasury stock, shares (in shares)	10	0

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CONSOLIDATED STATEMENTS OF INCOME - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Rental income:
Total rental income		$ 1,399,313	$ 1,448,120	$ 1,494,892
Income from loans and investments		48,160	74,981	80,505
Interest and other income		3,635	14,809	7,609
Total revenues		4,129,193	3,828,007	3,795,357
Expenses
Interest		467,557	440,089	469,541
Depreciation and amortization		1,197,798	1,197,403	1,109,763
Property-level operating expenses:
Property-level operating expenses		2,276,724	2,084,064	1,937,443
Third party capital management expenses		6,194	4,433	2,315
General, administrative and professional fees		144,874	129,758	130,158
Loss on extinguishment of debt, net		581	59,299	10,791
Transaction expenses and deal costs		51,577	47,318	29,812
Provision for Loan, Lease, and Other Losses		19,757	(9,082)	24,238
Other		58,268	37,110	707
Total expenses		4,223,330	3,990,392	3,714,768
(Loss) income before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests		(94,137)	(162,385)	80,589
Income from unconsolidated entities		28,500	4,983	1,844
Gain on real estate dispositions		7,780	218,788	262,218
Income tax benefit (expense)		16,926	(4,827)	96,534
(Loss) income from continuing operations		(40,931)	56,559	441,185
Net (loss) income		(40,931)	56,559	441,185
Net income attributable to noncontrolling interests		6,516	7,551	2,036
Net (loss) income attributable to common stockholders		$ (47,447)	$ 49,008	$ 439,149
Basic:
(Loss) income from continuing operations (USD per share)		$ (0.10)	$ 0.15	$ 1.18
Net (loss) income attributable to common stockholders (USD per share)		(0.12)	0.13	1.18
Diluted:
(Loss) income from continuing operations (USD per share)	[1]	(0.10)	0.15	1.17
Net (loss) income attributable to common stockholders (USD per share)	[1]	$ (0.12)	$ 0.13	$ 1.17
Retained Earnings (Deficit)
Property-level operating expenses:
Net (loss) income		$ (47,447)	$ 49,008	$ 439,149
Net (loss) income attributable to common stockholders		(47,447)
Triple-net leased properties
Rental income:
Total rental income		598,154	653,823	695,265
Property-level operating expenses:
Property-level operating expenses		15,301	15,335	22,160
Office operations
Rental income:
Total rental income		801,159	794,297	799,627
Property-level operating expenses:
Property-level operating expenses		257,003	257,001	256,612
Resident fees and services
Rental income:
Revenue from contracts with customers		2,651,886	2,270,001	2,197,160
Third party capital management revenues
Rental income:
Revenue from contracts with customers		26,199	20,096	15,191
SHOP
Property-level operating expenses:
Property-level operating expenses		$ 2,004,420	$ 1,811,728	$ 1,658,671

[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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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Statement of Comprehensive Income [Abstract]
Net (loss) income	$ (40,931)	$ 56,559	$ 441,185
Other comprehensive income (loss):
Foreign currency translation (loss) gain	(11,837)	(3,357)	3,254
Unrealized loss on available for sale securities	(1,838)	(23,875)	(3,549)
Unrealized gain (loss) on derivative instruments	39,377	19,934	(17,918)
Total other comprehensive income (loss)	25,702	(7,298)	(18,213)
Comprehensive (loss) income	(15,229)	49,261	422,972
Comprehensive income attributable to noncontrolling interests	4,497	10,418	3,613
Comprehensive (loss) income attributable to common stockholders	$ (19,726)	$ 38,843	$ 419,359

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CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands	Total	Total Ventas Stockholders’ Equity	Common Stock Par Value	Capital in Excess of Par Value	Accumulated Other Comprehensive Loss	Retained Earnings (Deficit)	Treasury Stock	Non- controlling Interests
Balance at beginning of period at Dec. 31, 2019	$ 10,545,452	$ 10,445,892	$ 93,185	$ 14,056,453	$ (34,564)	$ (3,669,050)	$ (132)	$ 99,560
Increase (decrease) in shareholders' equity
Net (loss) income	441,185	439,149				439,149		2,036
Other comprehensive (loss) income	(18,213)	(19,790)			(19,790)			1,577
Net change in noncontrolling interests	3,078	8,227		8,227				(5,149)
Dividends to common stockholders	(800,475)	(800,475)				(800,475)
Issuance of common stock	66,011	66,011	371	65,640
Issuance of common stock for stock plans, restricted stock grants and other	22,779	22,779	79	22,568			132
Adjust redeemable OP unitholder interests to current fair value	18,638	18,638		18,638
Redemption of OP Units	(264)	(264)		(264)
Balance at end of period at Dec. 31, 2020	10,278,191	10,180,167	93,635	14,171,262	(54,354)	(4,030,376)		98,024
Increase (decrease) in shareholders' equity
Net (loss) income	56,559	49,008				49,008		7,551
Other comprehensive (loss) income	(7,298)	(10,166)			(10,166)			2,868
Acquisition-related activity	751,248	751,248	3,332	747,916
Net change in noncontrolling interests	(75,993)	(58,925)		(58,925)				(17,068)
Dividends to common stockholders	(698,521)	(698,521)				(698,521)
Issuance of common stock for stock plans, restricted stock grants and other	652,736	652,736	2,871	649,941			(76)
Adjust redeemable OP unitholder interests to current fair value	(11,178)	(11,178)		(11,178)
Redemption of OP Units	16	16		(60)			76
Balance at end of period at Dec. 31, 2021	10,945,760	10,854,385	99,838	15,498,956	(64,520)	(4,679,889)		91,375
Increase (decrease) in shareholders' equity
Net (loss) income	(40,931)	(47,447)				(47,447)		6,516
Other comprehensive (loss) income	25,702	27,720			27,720			(2,018)
Net change in noncontrolling interests	(36,399)	(9,235)		(9,235)				(27,164)
Dividends to common stockholders	(722,049)	(722,049)				(722,049)
Issuance of common stock for stock plans, restricted stock grants and other	37,908	37,908	74	38,370			(536)
Adjust redeemable OP unitholder interests to current fair value	11,480	11,480		11,480
Redemption of OP Units	206	206		206			0
Balance at end of period at Dec. 31, 2022	$ 10,221,677	$ 10,152,968	$ 99,912	$ 15,539,777	$ (36,800)	$ (5,449,385)	$ (536)	$ 68,709

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CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Statement of Stockholders' Equity [Abstract]
Dividends to common stockholders, per share (in dollars per share)	$ 1.80000	$ 1.80000	$ 2.14250

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CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities:
Net (loss) income	$ (40,931)	$ 56,559	$ 441,185
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	1,197,798	1,197,403	1,109,763
Amortization of deferred revenue and lease intangibles, net	(63,543)	(88,795)	(40,856)
Other non-cash amortization	12,957	17,709	20,719
Allowance on loans receivable and investments	19,757	(9,082)	24,238
Stock-based compensation	30,715	31,966	21,487
Straight-lining of rental income	(11,094)	(14,468)	103,082
Loss on extinguishment of debt, net	581	59,299	10,791
Gain on real estate dispositions	(7,780)	(218,788)	(262,218)
Gain on real estate loan investments	0	(1,448)	(167)
Income tax benefit	(21,348)	(1,224)	(101,985)
Income and other from unconsolidated entities	(28,500)	(4,973)	(1,832)
Distributions from unconsolidated entities	19,847	19,326	4,920
Other	52,489	26,404	(779)
Changes in operating assets and liabilities:
Increase in other assets	(52,897)	(54,571)	(68,233)
Increase (decrease) in accrued interest	4,915	(5,922)	276
Increase in accounts payable and other liabilities	7,197	16,721	189,785
Net cash provided by operating activities	1,120,163	1,026,116	1,450,176
Cash flows from investing activities:
Net investment in real estate property	(446,628)	(1,369,052)	(78,648)
Investment in loans receivable	(30,700)	(489)	(115,163)
Proceeds from real estate disposals	112,926	840,438	1,044,357
Proceeds from loans receivable	890	348,091	119,011
Development project expenditures	(231,939)	(247,694)	(380,413)
Capital expenditures	(222,130)	(185,275)	(148,234)
Distributions from unconsolidated entities	28,311	17,847	0
Investment in unconsolidated entities	(83,652)	(129,291)	(286,822)
Insurance proceeds for property damage claims	13,704	1,285	207
Net cash (used in) provided by investing activities	(859,218)	(724,140)	154,295
Cash flows from financing activities:
Net change in borrowings under revolving credit facilities	(27,179)	(125,399)	(88,868)
Net change in borrowings under commercial paper program	122,414	279,929	(565,524)
Proceeds from debt	957,781	1,534,298	733,298
Repayments of debt	(575,391)	(2,109,617)	(479,539)
Purchase of noncontrolling interests	(170)	(24,224)	(8,239)
Payment of deferred financing costs	(8,824)	(27,166)	(8,379)
Issuance of common stock, net	0	617,438	55,362
Cash distribution to common stockholders	(720,319)	(686,888)	(928,809)
Cash distribution to redeemable OP unitholders	(6,292)	(6,761)	(7,283)
Cash issued for redemption of OP Units	(1,487)	(96)	(575)
Contributions from noncontrolling interests	5,371	1,731	1,314
Distributions to noncontrolling interests	(32,325)	(13,577)	(12,946)
Proceeds from stock option exercises	8,691	8,169	15,103
Other	(6,198)	(6,303)	(4,936)
Net cash used in financing activities	(283,928)	(558,466)	(1,300,021)
Net (decrease) increase in cash, cash equivalents and restricted cash	(22,983)	(256,490)	304,450
Effect of foreign currency translation	(2,869)	1,447	1,088
Cash, cash equivalents and restricted cash at beginning of year	196,597	451,640	146,102
Cash, cash equivalents and restricted cash at end of year	170,745	196,597	451,640
Supplemental disclosure of cash flow information:
Interest paid including payments and receipts for derivative instruments	467,556	402,025	429,636
Assets acquired and liabilities assumed from acquisitions and other:
Real estate investments	16,540	1,319,988	170,484
Other assets	875	16,913	1,224
Debt	0	482,482	55,368
Other liabilities	7,747	102,256	2,707
Deferred income tax liability	960	446	337
Noncontrolling interests	3,351	468	20,259
Equity issued	0	751,248	0
Equity issued for redemption of OP Units	0	76	0
Investment in unconsolidated entities	$ 8,100	$ 0	$ 0

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DESCRIPTION OF BUSINESS

12 Months Ended

Dec. 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 collectively as “healthcare real estate,” located throughout the United States, Canada, and the United Kingdom. As of December 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 housing operating portfolio, which we also refer to as “SHOP” and which was formerly known as senior living operations, and office operations. See “Note 2 – Accounting Policies” and “Note 18 – Segment Information.” Our senior housing communities are either subject to triple-net leases, in which case they are included in our triple-net leased properties reportable business segment or operated by independent third-party managers, in which case they are included in our SHOP reportable business segment.

As of December 31, 2022, we leased a total of 326 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 December 31, 2022.

As of December 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 553 senior housing communities.

As of December 31, 2022, we owned a total of 376 properties in our office operations reportable business segment. These properties generally consist of MOBs that are predominantly located on or contiguous to a health system campus and life science, research and innovation properties that are affiliated with and often located on or contiguous to a university or academic medical campus. 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 unsecured loans and other investments relating to healthcare real estate or operators.

We have a third-party institutional capital management business, Ventas Investment Management (“VIM”), which includes our open-ended investment vehicle, the Ventas Life Science & Healthcare Real Estate Fund (the “Ventas Fund”). Through VIM, 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.

Starting in 2020, our business was significantly 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 outbreaks, 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

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

ACCOUNTING POLICIES

NOTE 2 – ACCOUNTING POLICIES

Principles of Consolidation

The accompanying Consolidated Financial Statements include our accounts and the accounts of our wholly owned subsidiaries and the joint venture entities over which we exercise control. All intercompany transactions and balances have been eliminated in consolidation, and our net earnings are reduced by the portion of net earnings attributable to noncontrolling interests.

U.S. generally accepted accounting principles (“GAAP”) require 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):

	December 31, 2022				December 31, 2021
	Total Assets		Total Liabilities		Total Assets		Total Liabilities
NHP/PMB L.P.	$	741,890	$	252,518	$	749,834	$	251,352
Other identified VIEs	3,657,023		1,504,113		3,805,567		1,552,237
Tax credit VIEs	128,240		16,767		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 income 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 December 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 7.6 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 December 31, 2022 and 2021, the fair value of the OP Units was $162.7 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 December 31, 2022 and 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 December 31, 2022, we owned three 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 Estimates

The preparation of financial statements in accordance with GAAP requires us to make estimates and assumptions regarding future events that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Accounting for Real Estate Acquisitions

When we acquire real estate, we first make reasonable judgments about whether the transaction involves an asset or a business. Our real estate acquisitions are generally accounted for as asset acquisitions as substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. Regardless of whether an acquisition is considered a business combination or an asset acquisition, we record the cost of the businesses or assets acquired as tangible and intangible assets and liabilities based upon their estimated fair values as of the acquisition date.

We estimate the fair value of buildings acquired on an as-if-vacant basis or replacement cost basis and depreciate the building value over the estimated remaining life of the building, generally not to exceed 35 years. We determine the fair value of other fixed assets, such as site improvements, and furniture, fixtures and equipment, based upon the replacement cost and depreciate such value over the assets’ estimated remaining useful lives as determined at the applicable acquisition date. We determine the value of land either by considering the sales prices of similar properties in recent transactions or based on internal analyses of recently acquired and existing comparable properties within our portfolio. We generally determine the value of construction in progress based upon the replacement cost. However, for certain acquired properties that are part of a ground-up development, we determine fair value by using the same valuation approach as for all other properties and deducting the estimated cost to complete the development. During the remaining construction period, we capitalize project costs until the development has reached substantial completion. Construction in progress, including capitalized interest, is not depreciated until the development has reached substantial completion.

Intangibles primarily include the value of in-place leases and acquired lease contracts. We include all lease-related intangible assets and liabilities within acquired lease intangibles and accounts payable and other liabilities, respectively, on our Consolidated Balance Sheets.

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.

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.

Assets Held for Sale and Discontinued Operations

We sell properties from time to time for various reasons, including favorable market conditions or the exercise of purchase options by tenants. We classify certain long-lived assets as held for sale once the criteria, as defined by GAAP, have been met. Long-lived assets to be disposed of are reported at the lower of their carrying amount or fair value minus cost to sell and are no longer depreciated.

If at any time we determine that the criteria for classifying assets as held for sale are no longer met, we reclassify assets within net real estate investments on our Consolidated Balance Sheets for all periods presented. The carrying amount of these assets is adjusted (in the period in which a change in classification is determined) to reflect any depreciation expense that would have been recognized had the asset been continuously classified as net real estate investments.

We report discontinued operations when the following criteria are met: (1) a component of an entity or group of components that has been disposed of or classified as held for sale and represents a strategic shift that has or will have a major effect on an entity’s operations and financial results; or (2) an acquired business is classified as held for sale on the acquisition date. The results of operations for assets meeting the definition of discontinued operations are reflected in our Consolidated Statements of Income as discontinued operations for all periods presented. We allocate estimated interest expense to discontinued operations based on property values and our weighted average interest rate or the property’s actual mortgage interest.

Loans Receivable

We record loans receivable, other than those acquired in connection with a business combination, on our Consolidated Balance Sheets (either in secured loans receivable and investments, net or other assets, in the case of non-mortgage loans receivable) at the unpaid principal balance, net of any deferred origination fees, purchase discounts or premiums and valuation allowances. We amortize net deferred origination fees, which are comprised of loan fees collected from the borrower net of certain direct costs, and purchase discounts or premiums over the contractual life of the loan using the effective interest method and immediately recognize in income any unamortized balances if the loan is repaid before its contractual maturity.

Cash Equivalents

Cash equivalents consist of highly liquid investments with a maturity date of three months or less when purchased. These investments are stated at cost, which approximates fair value.

Escrow Deposits and Restricted Cash

Escrow deposits consist of amounts held by us or our lenders to provide for future real estate tax, insurance expenditures and tenant improvements related to our properties and operations. Restricted cash generally represents amounts paid to us for security deposits and other similar purposes.

Deferred Financing Costs

We amortize deferred financing costs, which are reported as a reduction to senior notes payable and other debt on our Consolidated Balance Sheets, as a component of interest expense over the terms of the related borrowings using a method that approximates a level yield. Amortized costs of approximately $18.2 million, $19.7 million and $23.0 million were included in interest expense for the years ended December 31, 2022, 2021 and 2020, respectively.

Available for Sale Securities

We classify available for sale securities as a component of other assets on our Consolidated Balance Sheets (other than our interests in government-sponsored pooled loan investments, which are classified as secured loans receivable and investments, net on our Consolidated Balance Sheets). We record these securities at fair value and include unrealized gains and losses recorded in stockholders’ equity as a component of accumulated other comprehensive income on our Consolidated Balance Sheets. If we determine that a credit loss exists with respect to individual investments, we will recognize an allowance against the amortized cost basis of the investment with a corresponding charge to net income (in allowance on loans receivable and investments) in our Consolidated Statements of Income. We report interest income, including discount or premium amortization, on available for sale securities and gains or losses on securities sold, which are based on the specific identification method, in income from loans and investments in our Consolidated Statements of Income.

Derivative Instruments

We recognize all derivative instruments in other assets or accounts payable and other liabilities on our Consolidated Balance Sheets at fair value as of the reporting date. We recognize changes in the fair value of derivative instruments in other expense in our Consolidated Statements of Income or accumulated other comprehensive income on our Consolidated Balance Sheets, depending on the intended use of the derivative and our designation of the instrument.

We do not use our derivative financial instruments, including interest rate caps, interest rate swaps and foreign currency forward contracts, for trading or speculative purposes. Our foreign currency forward contracts and certain of our interest rate swaps (including the interest rate swap contracts of consolidated and unconsolidated joint ventures) are designated as effectively hedging the variability of expected cash flows related to their underlying securities and, therefore, also are recorded on our Consolidated Balance Sheets at fair value, with changes in the fair value of these instruments recognized in accumulated other comprehensive income on our Consolidated Balance Sheets. We recognize any noncontrolling interests’ proportionate share of the changes in fair value of swap contracts of our consolidated joint ventures in noncontrolling interests on our Consolidated Balance Sheets. We recognize our proportionate share of the change in fair value of swap contracts of our unconsolidated joint ventures in accumulated other comprehensive income on our Consolidated Balance Sheets. Certain of our other interest rate swaps and rate caps were not designated as having a hedging relationship with the underlying securities and therefore do not meet the criteria for hedge accounting under GAAP. Accordingly, these derivative instruments are recorded on

our Consolidated Balance Sheets at fair value, and changes in the fair value of these instruments are recognized in current earnings (in other expense) in our Consolidated Statements of Income.

Fair Values of Financial Instruments

Fair value is a market-based measurement, not an entity-specific measurement, and we determine fair value based on the assumptions that we expect market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, GAAP establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within levels one and two of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within level three of the hierarchy).

Level one inputs utilize unadjusted quoted prices for identical assets or liabilities in active markets that we have the ability to access. Level two inputs are inputs other than quoted prices included in level one that are directly or indirectly observable for the asset or liability. Level two inputs may include quoted prices for similar assets and liabilities in active markets and other inputs for the asset or liability that are observable at commonly quoted intervals, such as interest rates, foreign exchange rates and yield curves. Level three inputs are unobservable inputs for the asset or liability, which typically are based on our own assumptions, because there is little, if any, related market activity. If the determination of the fair value measurement is based on inputs from different levels of the hierarchy, the level within which the entire fair value measurement falls is the lowest-level input that is significant to the fair value measurement in its entirety. If the volume and level of market activity for an asset or liability has decreased significantly relative to the normal market activity for such asset or liability (or similar assets or liabilities), then transactions or quoted prices may not accurately reflect fair value. In addition, if there is evidence that a transaction for an asset or liability is not orderly, little, if any, weight is placed on that transaction price as an 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.

As of December 31, 2022, we recognized a $20.0 million allowance on our cash-pay mezzanine loan (the “Santerre Mezzanine Loan”) to Santerre Health Investors. The Santerre Mezzanine Loan has a current principal balance of $486.1 million, is priced at LIBOR + 6.42% and is freely prepayable in whole or in part subject to satisfaction of certain financial and non-financial terms and conditions. The Santerre Mezzanine Loan generated $40.0 million in loan interest income to Ventas in 2022.

The allowance for the Santerre Mezzanine Loan was calculated using the “current expected credit loss”, or “CECL”, model, which considers relevant information about past events, current conditions and reasonable and supportable forecasts to estimate expected losses as of the most recent balance sheet date. In the case of the Mezzanine Loan, the analysis took into account a variety of factors, including market conditions, cap rates for comparable assets, forecasted estimates of net operating income, discount rates, lease coverage levels and the continuing impact of COVID-19 and its extended consequences on the operating performance of certain of the collateral, including occupancy and operating expenses such as labor. The allowance was calculated as of December 31, 2022 and does not take into account changes in the underlying facts that may have occurred after that date. The allowance is based on numerous estimates and assumptions that are inherently uncertain and is subject to adjustment as the underlying facts change. The allowance may not represent the loss, if any, that we ultimately recognize.

•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, default rates and confirmed settlement amounts at maturity.

•Derivative instruments - 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.

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 December 31, 2022 and 2021, this cumulative excess totaled $187.5 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.

SHOP

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 provide various services to our unconsolidated real estate entities in exchange for fees and reimbursements, which are determined in accordance with the terms specific to each arrangement. We recognize these fees as we provide the services.

We may also earn promote revenue within the VIM platform related to the Ventas Fund, a perpetual life investment vehicle focused on investments in research and innovation centers, medical office buildings and senior housing communities in North America. Within the Ventas Fund, promote revenue is generally based on the Ventas Fund’s cumulative returns over three-year performance periods. The promote revenue is based on operating performance and real estate valuation of the portfolio, including highly variable inputs such as capitalization rates, market rents, and interest rates. As the asset appreciation is an important driver of the promote and the key inputs in the valuation process can change, we generally recognize promote revenues at or near the end of the performance period. We include these revenues as a component of third party capital management revenues in our Consolidated Statements of Income.

We may also earn promote revenues within the VIM platform related to our other investment vehicles. Within these other investment vehicles, promote revenues are generally earned after our partners have received distributions sufficient to provide a specified rate of return on their invested capital.

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

Stock-Based Compensation

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

Gain on Real Estate Dispositions

We recognize a gain on real estate disposition when we transfer control of a property and when it is probable that we will collect substantially all of the related consideration.

Federal Income Tax

We have elected to be treated as a REIT under the applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), for every year beginning with the year ended December 31, 1999. Accordingly, we generally are not subject to federal income tax on net income that we distribute to our stockholders, provided that we continue to qualify as a REIT. However, with respect to certain of our subsidiaries that have elected to be treated as taxable REIT subsidiaries (“TRS” or “TRS entities”), we record income tax expense or benefit, as those entities are subject to federal income tax similar to regular corporations. Certain foreign subsidiaries are subject to foreign income tax, although they did not elect to be treated as TRSs.

We account for deferred income taxes using the asset and liability method and recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in our financial statements or tax returns. Under this method, we determine deferred tax assets and liabilities based on the differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Any increase or decrease in the deferred tax liability that results from a change in circumstances, and that causes us to change our judgment about expected future tax consequences of events, is included in the tax provision when such changes occur. Deferred income taxes also reflect the impact of operating loss and tax credit carryforwards. A valuation allowance is provided if we believe it is more likely than not that all or some portion of the deferred tax asset will not be realized. Any increase or decrease in the valuation allowance that results from a change in circumstances, and that causes us to change our judgment about the realizability of the related deferred tax asset, is included in the tax provision when such changes occur.

We recognize the tax benefit from an uncertain tax position claimed or expected to be claimed on a tax return only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. We recognize interest and penalties, if applicable, related to uncertain tax positions as part of income tax benefit or expense in our Consolidated Statements of Income.

Foreign Currency

Certain of our subsidiaries’ functional currencies are the local currencies of their respective foreign jurisdictions. We translate the results of operations of our foreign subsidiaries into U.S. dollars using average rates of exchange in effect during the period, and we translate balance sheet accounts using exchange rates in effect at the end of the period. We record the resulting currency translation adjustments in accumulated other comprehensive income, a component of stockholders’ equity, on our Consolidated Balance Sheets, and we record foreign currency transaction gains and losses in other expense in our Consolidated Statements of Income. We recognize any noncontrolling interests’ proportionate share of currency translation adjustments of our foreign consolidated joint ventures in noncontrolling interests on our Consolidated Balance Sheets.

Segment Reporting

As of December 31, 2022, 2021 and 2020, we operated through three reportable business segments: triple-net leased properties, SHOP and office operations. In our triple-net leased properties segment, we invest in and own senior housing and healthcare properties throughout the United States and the United Kingdom and lease those properties to healthcare operating companies under triple-net or absolute-net leases that obligate the tenants to pay all property-related expenses. In our SHOP 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 segment, we primarily acquire, own, develop, lease and manage MOBs and life science, research and innovation centers throughout the United States. See “Note 18 – Segment Information.”

Government Assistance

Provider Relief Grants. We applied for and received grants under Phase 2, Phase 3 and Phase 4 of 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. 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. We will not be required to repay distributions from the Provider Relief Fund, provided that we attest to and comply with certain terms and conditions, including, not using grants received from the Provider Relief Fund to reimburse expenses or losses that other sources are obligated to reimburse, reporting and record keeping requirements and cooperating with any government audits. See “Government Regulation—CARES Act and Similar Governmental Funding Programs” in Part I, Item 1 of this Annual Report.

Other Government Assistance. We, and our tenants, borrowers, managers and unconsolidated entities also received grants administered by other domestic, foreign, local, regional or national governments on behalf of our senior housing communities primarily to partially mitigate losses attributable to COVID-19.

During 2022, we received $54.2 million and $10.5 million in HHS and other government grants, respectively. During 2021 and 2020, we received $15.4 million and $35.1 million, respectively, in HHS grants. These grants are recognized as a contra expense within property-level operating expenses in our Consolidated Statements of Income in the period in which they were received. Any grants that are ultimately received and retained by us are not expected to fully offset the losses incurred in our SHOP segment that are attributable to COVID-19. Further, although we continue to monitor and evaluate the terms and conditions associated with these government grants, we cannot assure you that we will be in compliance with all requirements related to the payments received, in which case some or all of the grants received may need to be repaid.

COVID-19 Assessment

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 December 31, 2022, 2021 and 2020, we considered the effect of the pandemic on certain of our assets (described below) 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. As a result, we recognized no COVID-19 related charges during 2022 and 2021 but recognized the following charges for the year ended December 31, 2020:

•Adjustment to rental income: As of December 31, 2020, we concluded that it is probable we will not collect substantially all rents from certain tenants, primarily within our triple-net leased properties segment. As a result, we recognized adjustments to rental income of $74.6 million for the year ended December 31, 2020. Rental payments from these tenants will be recognized in rental income when received.

•Impairment of real estate assets: During 2020, we compared our estimate of undiscounted cash flows, including a hypothetical terminal value, for certain real estate assets to the assets’ respective carrying values. During 2020, we recognized $126.5 million of impairments representing the difference between the assets’ carrying value and the then-estimated fair value of $239.9 million. The impaired assets, primarily senior housing communities, represent approximately 1% of our consolidated net real estate property as of December 31, 2020. Impairments are recorded within depreciation and amortization in our Consolidated Statements of Income and are primarily related to our SHOP reportable business segment.

•Loss on financial instruments and impairment of unconsolidated entities: As of December 31, 2020, we concluded that credit losses exist within certain of our non-mortgage loans receivable and government-sponsored pooled loan investments. As a result, we recognized credit loss charges of $34.7 million for the year ended December 31, 2020 within allowance on loans receivable and investments in our Consolidated Statements of Income. During the fourth quarter of 2020, we received $10.5 million as a principal payment on previously reserved loans. In addition, during 2020 we recognized an impairment of $10.7 million in an equity investment in an unconsolidated entity also recorded within allowance on loans receivable and investments in our Consolidated Statements of Income.

•Deferred tax asset valuation allowance: During 2020, we concluded that it was not more likely than not that deferred tax assets (primarily US federal NOL carryforwards which begin to expire in 2032) would be realized based on our

cumulative loss in recent years for certain of our TRS entities. As a result, we recorded a valuation allowance of $56.4 million against these deferred tax assets on our Consolidated Balance Sheets with a corresponding charge to income tax benefit (expense) in our Consolidated Statements of Income.

Recently Adopted Accounting Standards

In November 2021, the FASB issued Accounting Standards Update 2021-10, Disclosures by Business Entities about Government Assistance (“ASU 2021-10”), 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 did not have a material impact on our Consolidated Financial Statements.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation.

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CONCENTRATION OF CREDIT RISK

12 Months Ended

Dec. 31, 2022

Risks and Uncertainties [Abstract]

CONCENTRATION OF CREDIT RISK

NOTE 3 – CONCENTRATION OF CREDIT RISK

As of December 31, 2022, Atria, Sunrise, Brookdale Senior Living, Ardent and Kindred managed or operated approximately 26.0%, 9.8%, 7.8%, 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 December 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 12.4% and 53.9% of our consolidated real estate investments were senior housing communities included in the triple-net leased properties and SHOP reportable business segments, respectively (excluding properties classified as held for sale as of December 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 33.7%. Our consolidated properties were located in 47 states, the District of Columbia, seven Canadian provinces and the United Kingdom as of December 31, 2022, with properties in one state (California) accounting for more than 10% of our total consolidated revenues and net operating income (“NOI,” which is defined as total revenues, excluding interest and other income, less property-level operating expenses and third party capital management expenses) for each of the years ended December 31, 2022, 2021 and 2020. See “Non-GAAP Financial Measures” included elsewhere in this Annual Report on Form 10-K 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 years ended December 31, 2022, 2021 and 2020. Refer to Item 1A. Risk Factors. 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 Years Ended December 31,
	2022		2021		2020
Revenues (1):
Brookdale Senior Living (2)	3.6	%	3.9	%	4.4	%
Ardent	3.2		3.3		3.2
Kindred	3.2		3.8		3.5
NOI:
Brookdale Senior Living (2)	8.1	%	8.6	%	9.0	%
Ardent	7.1		7.4		6.6
Kindred	7.3		7.8		7.1

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(1)Total revenues include third party capital management revenues, income from loans and investments and interest and other income.

(2)2022, 2021 and 2020 results include $42.6 million, $42.6 million and $21.3 million, respectively, of amortization of up-front consideration received in 2020 from the Brookdale Lease.

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 is guaranteed by a corporate parent.

Kindred Lease

As of December 31, 2022, we leased 29 properties to Kindred pursuant to a single, triple-net master lease agreement (together with certain other agreements related to such master lease, collectively, the “Kindred Lease”). Pursuant to the Kindred Lease, the 29 properties are divided into two groups. The first group is composed of 6 properties (“Group 1”) and the second group is composed of 23 properties (“Group 2”). The existing term of the Kindred Lease expires on April 30, 2028 for Group 1 and April 30, 2025 for Group 2. Kindred has the option to renew the Group 1 properties for two, 5-year extensions at the greater of escalated rent and fair market rental. Kindred has the option to renew the Group 2 properties for one, 5-year extensions at escalated rent, and following that, two additional 5-year extensions at the greater of escalated rent and fair market rent. The Kindred Lease is guaranteed by a parent company.

Brookdale Transactions

In July 2020, we entered into a revised master lease agreement (the “Brookdale Lease”) and certain other agreements (together with the Brookdale Lease, the “Agreements”) with Brookdale Senior Living. The Agreements modify our current arrangements with Brookdale Senior Living as follows:

We received up-front consideration of $235 million, which is being amortized over the remaining lease term and consisted of: (a) $162 million in cash including $47 million from the transfer to Ventas of deposits under the Brookdale Lease; (b) a $45 million note; (c) $28 million in warrants exercisable for 16.3 million shares of Brookdale Senior Living common stock, which are exercisable at any time prior to December 31, 2025 and have an exercise price of $3.00 per share. In October 2021, we received full repayment of the note from Brookdale.

Under the terms of the Brookdale Lease, base rent escalates annually at 3% per annum, which escalation commenced on January 1, 2022.

The warrants are classified within other assets on our Consolidated Balance Sheets. These warrants are measured at fair value with changes in fair value being recognized within other expense in our Consolidated Statements of Income.

Also in July 2020, Brookdale Senior Living transferred fee ownership of five senior living communities to us, in full satisfaction and repayment of a $78 million loan to Brookdale Senior Living from us that was secured by the five communities. Brookdale Senior Living manages those communities for us under a terminable management agreement.

Holiday Transaction

In April 2020, we completed a transaction with affiliates of Holiday Retirement (collectively, “Holiday”), including (a) entry into a new, terminable management agreement with Holiday Management Company for our 26 independent living assets previously subject to a triple-net lease (the “Holiday Lease”) with Holiday; (b) termination of the Holiday Lease; and (c) our receipt from Holiday of $33.8 million in cash from the transfer to us of deposits under the Holiday Lease and $66.0 million in principal amount of secured notes. As a result of the Holiday Lease termination, we recognized $50.2 million within triple-net leased rental income, composed of $99.8 million of cash and notes received less $49.6 million from the write-off of accumulated straight-line receivable.    

Future Contractual Rents    

The following table sets forth the future contracted minimum rentals, excluding contingent rent escalations, but including straight-line rent adjustments where applicable, for all of our consolidated triple-net and office building leases as of December 31, 2022 (excluding properties classified as held for sale as of December 31, 2022, dollars in thousands):

	Brookdale Senior Living		Ardent		Kindred		Other		Total
2023	$	148,901	$	146,108	$	130,518	$	695,990	$	1,121,517
2024	148,674		146,108		130,518		645,622		1,070,922
2025	148,217		146,108		60,732		553,657		908,714
2026	—		145,580		25,839		483,536		654,955
2027	—		144,524		25,839		389,830		560,193
Thereafter	—		1,090,603		8,613		1,340,595		2,439,811
Total	$	445,792	$	1,819,031	$	382,059	$	4,109,230	$	6,756,112

Senior Housing Operating Portfolio

As of December 31, 2022, Atria and Sunrise, collectively, provided comprehensive property management and accounting services with respect to 334 of our 544 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 December 31, 2022, Atria and its subsidiaries, including Holiday, managed a pool of 242 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 December 31, 2022, Sunrise managed 92 communities for Ventas pursuant to multiple management agreements (collectively, the “Sunrise Management Agreements”). Our Sunrise Management Agreements have initial terms expiring between 2035 and 2040. Ventas has the ability to terminate some or all of the Sunrise Management Agreements upon certain circumstances with or without the payment of a fee.

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

We rely on our managers’ personnel, expertise, technical resources and information systems, proprietary information, good faith and judgment to manage our senior housing operating portfolio efficiently and effectively. We also rely on our managers to set appropriate resident fees, provide accurate property-level financial results in a timely manner and otherwise

operate our senior housing communities in compliance with the terms of our management agreements and all applicable laws and regulations.

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ACQUISITION OF REAL ESTATE PROPERTY

12 Months Ended

Dec. 31, 2022

Business Combinations [Abstract]

ACQUISITION 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. The following summarizes our acquisition activities during 2022, 2021 and 2020. Each of our acquisitions disclosed below was accounted for as an asset acquisition.

2022 Acquisitions

During the year ended December 31, 2022, for an aggregate purchase price of $453.2 million, we acquired 18 MOBs leased to affiliates of Ardent, one behavioral health center, one research and innovation center (all of which are reported within our office operations segment) and two senior housing communities (which are reported within our SHOP segment).

2021 Acquisitions

On September 21, 2021, we acquired New Senior Investment Group Inc. (“New Senior”) for a purchase price of $2.3 billion in an all-stock transaction pursuant to an Agreement and Plan of Merger dated as of June 28, 2021 (the “Merger Agreement”) by and among Ventas, Cadence Merger Sub LLC, our wholly owned subsidiary (“Merger Sub”), and New Senior. Under the Merger Agreement, on the acquisition date, Merger Sub merged with and into New Senior, with New Senior surviving the merger as our wholly owned subsidiary (the “New Senior Acquisition”). The New Senior Acquisition was valued at approximately $2.4 billion. We funded the transaction through the issuance of approximately 13.3 million shares of our common stock, with each New Senior stockholder receiving 0.1561 shares of Ventas common stock for each share of New Senior common stock that they owned immediately prior to the acquisition. In addition to the equity issuance, we funded the acquisition through the assumption of $482.5 million of New Senior mortgage debt and $1.1 billion of cash paid at closing. The New Senior Acquisition added 102 independent living communities to our SHOP reportable business segment and one independent living community to our triple-net lease properties reportable business segment. We accounted for this transaction as an asset acquisition and the financial results of New Senior have been included in our consolidated financial statements from the acquisition date.

During the year ended December 31, 2021, we acquired six Canadian senior housing communities reported within our SHOP reportable business segment and a behavioral health center in Plano, Texas reported within our office operations reportable business segment for aggregate consideration of $240.7 million.

2020 Acquisitions

During the year ended December 31, 2020, we acquired two research and innovation centers reported within our office operations reportable business segment, seven senior housing communities reported within our SHOP reportable business segment and one LTAC reported within our triple-net leased properties reportable business segment for an aggregate consideration of $249.5 million.

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DISPOSITIONS AND IMPAIRMENTS

12 Months Ended

Dec. 31, 2022

Discontinued Operations and Disposal Groups [Abstract]

DISPOSITIONS AND IMPAIRMENTS

NOTE 5 – DISPOSITIONS AND IMPAIRMENTS

2022 Activity

During the year ended December 31, 2022, we sold seven senior housing communities, two MOBs, three triple-net leased properties, one vacant land parcel and one vacant office building for aggregate consideration of $115.1 million and recognized a net gain on the sale of these assets of $7.8 million in our Consolidated Statements of Income.

2021 Activity

During the year ended December 31, 2021, we sold 34 MOBs, eight triple-net leased properties and 23 senior housing communities for aggregate consideration of $859.7 million and recognized gains on the sale of these assets of $218.8 million in our Consolidated Statements of Income.

2020 Activity

During the year ended December 31, 2020, we recognized $262.2 million of gains on sale of real estate in our Consolidated Statements of Income as described below.

In March 2020, we formed the Ventas Life Science and Healthcare Real Estate Fund, L.P. (the “Ventas Fund”), a perpetual life vehicle that focuses on investments in research and innovation centers, medical office buildings and senior housing communities in North America. To seed the Ventas Fund, we contributed six (two of which are on the same campus) stabilized research and innovation and medical office properties. We received cash consideration of $620 million and a 21% interest in the Ventas Fund. We recognized a gain on the transactions of $225.1 million.

In October 2020, we formed a joint venture (the “R&I Development JV”) with GIC. To seed the R&I Development JV, we contributed our controlling ownership interest in four in-progress university-based research and innovation development projects (the “Initial R&I JV Projects”). At closing, GIC reimbursed us for its share of costs incurred to date and we recognized a gain of $13.7 million. We own an over 50% interest and GIC owns a 45% interest in the Initial R&I JV Projects.

See “Note 7 – Investments in Unconsolidated Entities” for additional details on the Ventas Fund and the JV.

Also during 2020, we sold four MOBs, four senior housing communities, 22 triple-net leased properties and one land parcel for aggregate consideration of $249.6 million, and we recognized a gain on the sale of these assets of $23.4 million.

Assets Held for Sale

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

	December 31, 2022					December 31, 2021
	Number of Properties Held for Sale	Assets Held for Sale		Liabilities Held for Sale		Number of Properties Held for Sale	Assets Held for Sale		Liabilities Held for Sale
SHOP	3	$	44,852	$	5,675	2	$	24,964	$	9,321
Office operations	—	41		817		2	3,435		1,529
Triple-net leased properties	—	—		—		—	—		—
Total	3	$	44,893	$	6,492	4	$	28,399	$	10,850

Real Estate Impairment

We recognized impairments of $107.8 million, $219.4 million and $153.8 million for the years ended December 31, 2022, 2021 and 2020, respectively, which are recorded primarily as a component of depreciation and amortization in our Consolidated Statements of Income. The impairments recorded during 2022 and 2021 were primarily a result of a change in our intent to hold or a change in the future cash flows of the impaired assets. A significant portion of our 2020 charges resulted from the impact of COVID-19. (See “Note 2 – Accounting Policies - COVID-19 Assessment”).

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LOANS RECEIVABLE AND INVESTMENTS

12 Months Ended

Dec. 31, 2022

Loans Receivable And Investments [Abstract]

LOANS RECEIVABLE AND INVESTMENTS

NOTE 6 – LOANS RECEIVABLE AND INVESTMENTS

As of December 31, 2022 and 2021, we held $561.4 million and $549.2 million, respectively, of loans receivable and investments, net of allowance, 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 December 31, 2022:
Secured/mortgage loans and other, net (1)	$	513,669	$	(20,000)	$	—	$	493,669	$	493,627
Government-sponsored pooled loan investments, net (2)	43,406		—		—		43,406		43,406
Total investments reported as secured loans receivable and investments, net	557,075		(20,000)		—		537,075		537,033
Non-mortgage loans receivable, net (3)	28,959		(4,621)		—		24,338		23,416
Total loans receivable and investments, net	$	586,034	$	(24,621)	$	—	$	561,413	$	560,449
As of December 31, 2021:
Secured/mortgage loans and other, net (1)	$	488,913	$	—	$	—	$	488,913	$	478,931
Government-sponsored pooled loan investments, net (2)	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 (3)	24,418		(5,394)		—		19,024		19,039
Total loans receivable and investments, net	$	552,707	$	(5,394)	$	1,836	$	549,150	$	539,183

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(1)Includes the $486.1 million principal amount, cash-pay Santerre Mezzanine Loan, which is priced at LIBOR + 6.42% and secured by a pledge of equity interests in entities that hold a diverse pool of medical office, senior housing, skilled nursing and other healthcare assets. The Santerre Mezzanine loan has a current maturity date of June 9, 2023, subject to the borrower’s right to extend for one year,subject to satisfaction of certain conditions. The Santerre Mezzanine Loan is currently prepayable in whole or in part subject to satisfaction of certain financial and non-financial terms and conditions. Other included investments have contractual maturities in 2024 and 2027.

(2)Repaid at par in February 2023.

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

2022 Activity

In 2022, we provided secured debt financing in the aggregate amount of $29.1 million with terms ranging from two to five years and interest rates ranging from Term SOFR plus 3.75% to 5.00%.

As of December 31, 2022, we recognized a $20.0 million allowance on the Santerre Mezzanine Loan. The allowance for the Santerre Mezzanine Loan was calculated using the “current expected credit loss”, or “CECL”, model, which considers relevant information about past events, current conditions and reasonable and supportable forecasts to estimate expected losses as of the most recent balance sheet date. See “Note 2 – Accounting Policies - Fair Values of Financial Instruments” of the Consolidated Financial Statements.

The Santerre Mezzanine Loan has a current principal balance of $486.1 million, is priced at LIBOR + 6.42% and is freely prepayable in whole or in part subject to satisfaction of certain financial and non-financial terms and conditions. The Santerre Mezzanine Loan generated $40.0 million in loan interest income to Ventas in 2022. The Santerre Mezzanine Loan was entered into on June 7, 2019 for a five-year term, inclusive of three one-year extensions at the borrower’s option. The borrower has exercised two of its three extension options, with the final extension option exercisable between 30 to 60 days prior to the current maturity date of June 9, 2023, subject to satisfaction of certain conditions.

The Santerre Mezzanine Loan is subordinate to the rights of a $1.0 billion principal amount senior loan (the “Santerre Senior Loan”) priced at LIBOR + 1.84%. The Santerre Senior Loan is secured by a diverse pool of medical office, senior housing, skilled nursing and other healthcare assets and the Santerre Mezzanine Loan is secured by equity interests in entities that own those assets. Both loans are otherwise non-recourse to the borrower, subject to certain exceptions. The borrower has

acquired an interest rate cap for the benefit of the Santerre Mezzanine Loan and the Santerre Senior Loan in the notional amount of $1.5 billion, which sets LIBOR at 3.36% and expires on June 9, 2023.

The borrower remained current on all financial obligations to Ventas through January 2023 and is expected to remain current through February 2023. However, the current post-Covid under-performance of certain of the collateral, coupled with the rise in interest rates in the third quarter and accelerating into the fourth quarter of 2022, has caused the ratio of net operating income of the collateral to interest due on the Santerre Mezzanine Loan to decline significantly.

While we believe that the borrower has taken and is taking targeted actions to attempt to improve the performance of or sell certain of the collateral, future cash flows from the collateral may be insufficient to fully pay interest expense on the Santerre Mezzanine Loan. If the borrower is unable to or does not meet its obligations under the Santerre Mezzanine Loan, there are a variety of remedies available to us, including the ability to foreclose on the collateral and assume and extend the Santerre Senior Loan for an additional year.

See also “Risk Factors – We face potential adverse consequences from the bankruptcy, insolvency or financial deterioration of our tenants, managers, borrowers and other obligors” and “Risk Factors – If a borrower defaults, we may be unable to obtain payment, successfully foreclose on collateral or realize the value of any collateral, which could adversely affect our ability to recover our investment.”

2021 Activity

In October 2021, we received proceeds of $45.0 million in full repayment of a note (which was included above in Non-mortgage loans receivable, net) from Brookdale Senior Living. The note was issued to us in connection with the modification of our lease with Brookdale Senior Living in the third quarter of 2020.

In July 2021, we received $66.0 million from Holiday Retirement as repayment in full of secured notes which Holiday Retirement previously issued to us as part of a lease termination transaction entered into in April 2020.

In July 2021, we received aggregate proceeds of $224 million from the redemption of Ardent’s outstanding 9.75% Senior Notes due 2026 (which was included above in Marketable debt securities) at a price equal to 107.313% of the principal amount of the notes, plus accrued and unpaid interest. The redemption resulted in a gain of $16.6 million, which is recorded in income from loans and investments in our Consolidated Statements of Income. As of December 31, 2021, $23.0 million of unrealized gain related to these securities was included in accumulated other comprehensive income on our Consolidated Balance Sheet.

In April 2021, we received $19.2 million in full repayment of certain government-sponsored pooled loan investments. In the first quarter of 2021, prior to such repayment, we reversed an $8.8 million allowance we had previously recorded in 2020 on this investment with a corresponding adjustment to allowance on loans receivable and investments in our Consolidated Statements of Income. There was no impact to our Consolidated Statements of Income from the loan repayment.

During the first quarter of 2021, we received aggregate proceeds of $16.5 million for the redemption and sale of marketable debt securities, resulting in total gains of $1.0 million, which is recorded in income from loans and investments in our Consolidated Statements of Income. As of December 31, 2021, $1.2 million of unrealized gain was presented within accumulated other comprehensive income on our Consolidated Balance Sheet related to these securities. These securities had a weighted average interest rate of 8.3% and were due to mature between 2024 and 2026.

In March 2021, $11.9 million of previously reserved non-mortgage loans were forgiven. We derecognized both the amortized cost bases and allowances for these loans during the quarter ended March 31, 2021. There was no impact to our Consolidated Statements of Income from the loan forgiveness.

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INVESTMENT IN UNCONSOLIDATED ENTITIES

12 Months Ended

Dec. 31, 2022

Equity Method Investments and Joint Ventures [Abstract]

INVESTMENT 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 combines our extensive third-party capital ventures under a single platform, 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 December 31, 2022 and 2021, respectively (dollars in thousands):

	Ownership (1)		Carrying Amount
	as of December 31,		as of December 31,
	2022	2021	2022		2021
Investment in unconsolidated real estate entities:
Ventas Life Science & Healthcare Real Estate Fund	21.0%	21.1%	$	263,979	$	267,475
Pension Fund Joint Venture	22.9%	22.9%	25,028		29,192
Research & Innovation Development Joint Venture	51.0%	51.0%	284,962		221,363
Ventas Investment Management Platform			573,969		518,030
Atrium Health & Wake Forest Joint Venture	48.5%	—%	5,403		—
All other (2)	34.0%-38.0%	34.0%-50.0%	577		5,435
Total investments in unconsolidated real estate entities			$	579,949	$	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.

In 2022, we earned our first promote revenue of $9.9 million as general partner of the Ventas Life Science & Healthcare Real Estate Fund within VIM. The promote revenue was recorded in third party capital management revenues in our Consolidated Statements of Income.

In 2022, we, together with our joint venture partners Wexford and Atrium Health, closed or committed to a new approximately 326,000 square foot development in Charlotte, North Carolina, which will include an education building and is 100% pre-leased to Aa3 rated non-profit health system Atrium Health and to Wake Forest University School of Medicine. The development has an expected completion date of 2025 and is expected to be the academic core of Atrium Health system in Charlotte.

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 $14.5 million, $12.4 million and $6.7 million for the years ended December 31, 2022, 2021 and 2020, respectively. Such amounts are included in third party capital management revenues 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 to the Ardent Board of Directors.

2022 Activity

During the fourth quarter of 2022, Atria combined its proprietary cloud-based senior housing management software platform, Glennis, with two other complementary companies in the Software as a Service (SaaS) technology space. The merger transaction was executed under the sponsorship and majority ownership of an experienced private equity technology investor. We own a 34% stake in Atria and recognized a $26.1 million gain on sale in the fourth quarter of 2022 in income from unconsolidated entities in our Consolidated Statements of Income. We now own nearly 10% of the new combined SaaS company.

In December 2022, we recognized $11.7 million in income from unconsolidated entities in our Consolidated Statements of Income relating to our share of a net gain on real estate disposition recognized by Ardent.

2020 Activity

In June 2020, as a result of COVID-19, we recognized an impairment charge of $10.7 million related to our investment in an unconsolidated operating entity, which was recorded within allowance on loans receivable and investments in our Consolidated Statements of Income. See “Note 2 – Accounting Policies - COVID-19 Assessment.”

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INTANGIBLES

12 Months Ended

Dec. 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 December 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)	$	129,038	5.4	$	129,121	5.9
In-place and other lease intangibles (2)	1,217,152		8.0	1,240,626		7.2
Goodwill	1,044,415		N/A	1,046,140		N/A
Other intangibles (2)	34,404		5.6	34,517		6.5
Accumulated amortization	(1,061,305)		N/A	(944,403)		N/A
Net intangible assets	$	1,363,704	7.8	$	1,506,001	7.1
Intangible liabilities:
Below-market lease intangibles (1)	$	333,672	8.6	$	334,365	9.7
Other lease intangibles	13,498		N/A	13,608		N/A
Accumulated amortization	(258,639)		N/A	(244,975)		N/A
Purchase option intangibles	3,568		N/A	3,568		N/A
Net intangible liabilities	$	92,099	8.6	$	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. For the years ended December 31, 2022, 2021 and 2020, our net amortization related to these intangibles was $102.4 million, $29.3 million and $45.7 million, respectively.

The following is a summary of the estimated net amortization related to these intangibles for each of the next five years (dollars in thousands):

	Estimated Net Amortization
2023	$	108,638
2024	56,615
2025	10,612
2026	6,912
2027	6,071

The table below reflects the carrying amount of goodwill, by segment, as of December 31, 2022 (dollars in thousands):

	Goodwill
Office operations	$	464,561
Triple-net leased properties	320,372
SHOP	259,482
Total goodwill	$	1,044,415

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OTHER ASSETS

12 Months Ended

Dec. 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 December 31,
	2022		2021
Straight-line rent receivables	$	187,536	$	176,877
Non-mortgage loans receivable, net	24,338		19,024
Stock warrants	23,621		48,884
Other intangibles, net	6,393		7,270
Investment in unconsolidated operating entities	95,363		73,602
Other	272,572		239,412
Total other assets	$	609,823	$	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

12 Months Ended

Dec. 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 December 31,
	2022		2021
Unsecured revolving credit facility (1)(2)	$	25,230	$	56,448
Commercial paper notes	403,000		280,000
Unsecured term loan due 2023	—		200,000
2.55% Senior Notes, Series D due 2023 (2)	202,967		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)	184,515		197,879
2.80% Senior Notes, Series E due 2024 (2)	442,837		474,909
Unsecured term loan due 2025 (2)	369,031		395,757
3.50% Senior Notes due 2025	600,000		600,000
2.65% Senior Notes due 2025	450,000		450,000
4.125% Senior Notes due 2026	500,000		500,000
3.25% Senior Notes due 2026	450,000		450,000
Unsecured term loan due 2027	500,000		—
2.45% Senior Notes, Series G due 2027 (2)	350,579		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)	221,419		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	2,436,443		2,431,831
Total	12,361,244		12,093,138
Deferred financing costs, net	(63,410)		(69,925)
Unamortized fair value adjustment	23,535		32,888
Unamortized discounts	(24,589)		(28,557)
Senior notes payable and other debt	$	12,296,780	$	12,027,544

______________________________

(1)As of December 31, 2022 and 2021, respectively, $3.7 million and $30.9 million of aggregate borrowings were denominated in Canadian dollars. Aggregate borrowings of $21.5 million and $25.6 million were denominated in British pounds as of December 31, 2022 and 2021, respectively.

(2)British Pound and Canadian Dollar debt obligations shown in US 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, Unsecured Term Loans and Letters of Credit

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, including the receipt of additional commitments for such increase.

Our unsecured credit facility imposed certain customary restrictions on us, including restrictions pertaining to: (i) liens; (ii) investments; (iii) the incurrence of additional indebtedness; (iv) mergers and dissolutions; (v) certain dividend, distribution and other payments; (vi) permitted businesses; (vii) transactions with affiliates; (viii) agreements limiting certain liens; and (ix) the maintenance of certain consolidated total leverage, secured debt leverage, unsecured debt leverage and fixed charge coverage ratios and minimum consolidated adjusted net worth, and contains customary events of default.

As of December 31, 2022, we had $2.7 billion of undrawn capacity on our unsecured revolving credit facility with $25.2 million borrowings outstanding and an additional $15.4 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 December 31, 2022, we had $403.0 million in borrowings outstanding under our commercial paper program.

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

As of December 31, 2022, we had a C$500 million or $369.0 million unsecured term loan facility priced at Canadian Dollar Offered Rate (“CDOR”) plus 0.90% that matures in 2025.

In October 2022, we executed a letter agreement for a $100.0 million uncommitted line for standby letters of credit. The letter agreement contains certain customary covenants and under its terms, we are required to pay a commission on each outstanding letter of credit at a rate to be agreed upon in writing at issuance of each letter of credit. As of December 31, 2022, there were no material amounts outstanding under this facility.

Senior Notes

As of December 31, 2022, we had outstanding $7.2 billion aggregate principal amount of senior notes issued by Ventas Realty, approximately $75.2 million aggregate principal amount of senior notes issued by Nationwide Health Properties, Inc. (“NHP”) and assumed by our subsidiary, Nationwide Health Properties, LLC (“NHP LLC”), as successor to NHP, in connection with our acquisition of NHP, and C$1.9 billion aggregate principal amount of senior notes issued by our subsidiary, Ventas Canada Finance Limited (“Ventas Canada”). All of the senior notes issued by Ventas Realty and Ventas Canada are unconditionally guaranteed by Ventas, Inc.

Ventas Realty’s senior notes are part of our and Ventas Realty’s general unsecured obligations, ranking equal in right of payment with all of our and Ventas Realty’s existing and future senior obligations and ranking senior in right of payment to all of our and Ventas Realty’s existing and future subordinated indebtedness. However, Ventas Realty’s senior notes are effectively subordinated to our and Ventas Realty’s secured indebtedness, if any, to the extent of the value of the assets securing that indebtedness. Ventas Realty’s senior notes are also structurally subordinated to the preferred equity and indebtedness, whether secured or unsecured, of our subsidiaries (other than Ventas Realty and, with respect to those senior notes co-issued by Ventas Capital Corporation, Ventas Capital Corporation).

Ventas Canada’s senior notes are part of our and Ventas Canada’s general unsecured obligations, ranking equal in right of payment with all of Ventas Canada’s existing and future subordinated indebtedness. However, Ventas Canada’s senior notes are effectively subordinated to our and Ventas Canada’s secured indebtedness, if any, to the extent of the value of the assets securing that indebtedness. Ventas Canada’s senior notes are also structurally subordinated to the preferred equity and indebtedness, whether secured or unsecured, of our subsidiaries (other than Ventas Canada).

NHP LLC’s senior notes are part of NHP LLC’s general unsecured obligations, ranking equal in right of payment with all of NHP LLC’s existing and future senior obligations and ranking senior to all of NHP LLC’s existing and future subordinated indebtedness. However, NHP LLC’s senior notes are effectively subordinated to NHP LLC’s secured indebtedness, if any, to the extent of the value of the assets securing that indebtedness. NHP LLC’s senior notes are also structurally subordinated to the preferred equity and indebtedness, whether secured or unsecured, of its subsidiaries.

Ventas Realty and Ventas Canada may redeem each series of their respective senior notes in whole at any time or in part from time to time, prior to maturity at the redemption prices set forth in the applicable indenture (which include, in many instances, a make-whole premium), plus, in each case, accrued and unpaid interest thereon to the redemption date.

Mortgages

At December 31, 2022, we had 113 mortgage loans outstanding in the aggregate principal amount of $2.4 billion, which is secured by 105 of our properties. Of these loans, 98 loans in the aggregate principal amount of $2.0 billion bear interest at fixed rates ranging from 0% to 13.01% per annum, and 15 loans in the aggregate principal amount of $400.5 million bear interest at variable rates ranging from 3.63% to 6.85% per annum as of December 31, 2022. At December 31, 2022, the weighted average annual rate on our fixed rate mortgage loans was 3.7%, and the weighted average annual rate on our variable rate mortgage loans was 5.1%. Our mortgage loans had a weighted average maturity of 4.5 years as of December 31, 2022.

During the years ended December 31, 2022 and 2021, we repaid in full mortgage loans in the aggregate principal amount of $0.6 million and $284.7 million, respectively.

In September 2021, we assumed $482.5 million in mortgage debt maturing in 2025 in connection with the New Senior Acquisition including a $25.4 million fair value premium, which is amortized over the remaining term through interest expense in our Consolidated Statement of Income. See “Note 4 – Acquisitions of Real Estate Property”.

Scheduled Maturities of Borrowing Arrangements and Other Provisions

As of December 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
2023	$	466,792	$	403,000	$	45,056	$	914,848
2024	1,691,862		—		39,657		1,731,519
2025	2,016,471		25,230		34,096		2,075,797
2026	1,049,404		—		27,498		1,076,902
2027	1,328,150		—		26,823		1,354,973
Thereafter	5,076,523		—		130,682		5,207,205
Total maturities	$	11,629,202	$	428,230	$	303,812	$	12,361,244

______________________________

(1)At December 31, 2022, we had $305.7 million of borrowings outstanding under our unsecured revolving credit facility and commercial paper program, net of $122.6 million of unrestricted cash and cash equivalents.

The instruments governing our outstanding indebtedness contain covenants that limit our ability and the ability of certain of our subsidiaries to, among other things: (i) incur debt; (ii) make certain dividends, distributions and investments; (iii) enter into certain transactions; and/or (iv) merge, consolidate or sell certain assets. Ventas Realty’s and Ventas Canada’s senior notes also require us and our subsidiaries to maintain total unencumbered assets of at least 150% of our unsecured debt. Our credit facilities also require us to maintain certain financial covenants pertaining to, among other things, our consolidated total leverage, secured debt, unsecured debt, fixed charge coverage and net worth.

As of December 31, 2022, we were in compliance with all of these covenants.

Derivatives and Hedging

In the normal course of our business, interest rate fluctuations affect future cash flows under our variable rate debt obligations, loans receivable and marketable debt securities, and foreign currency exchange rate fluctuations affect our operating results. We follow established risk management policies and procedures, including the use of derivative instruments, to mitigate the impact of these risks.

We do not use derivative instruments for trading or speculative purposes, and we have a policy of entering into contracts only with major financial institutions based upon their credit ratings and other factors. When considered together with the underlying exposure that the derivative is designed to hedge, we do not expect that the use of derivatives in this manner would have any material adverse effect on our future financial condition or results of operations.

As of December 31, 2022, our variable rate debt obligations of $1.5 billion reflect, in part, the effect of $144.2 million notional amount of interest rate swaps with maturities on March 22, 2027 that effectively convert fixed rate debt to variable rate debt. As of December 31, 2022, our fixed rate debt obligations of $10.9 billion reflect, in part, the effect of $338.0 million and C$267.8 million notional amount of interest rate swaps with maturities ranging from January 2023 to April 2031, in each case that effectively convert variable rate debt to fixed rate debt.

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FAIR VALUE OF FINANCIAL INSTRUMENTS

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

FAIR VALUE 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 December 31, 2022				As of December 31, 2021
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Assets:
Cash and cash equivalents	$	122,564	$	122,564	$	149,725	$	149,725
Escrow deposits and restricted cash	48,181		48,181		46,872		46,872
Stock warrants (1)	23,621		23,621		48,884		48,884
Secured mortgage loans and other, net	493,669		493,627		488,913		478,931
Non-mortgage loans receivable, net (1)	24,338		23,416		19,024		19,039
Government-sponsored pooled loan investments, net	43,406		43,406		41,213		41,213
Derivative instruments (1)	24,316		24,316		1,128		1,128
Liabilities:
Senior notes payable and other debt, gross	12,361,244		11,493,824		12,093,138		12,891,937
Derivative instruments (2)	145		145		12,290		12,290
Redeemable OP Units	162,663		162,663		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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LONG-TERM COMPENSATION

12 Months Ended

Dec. 31, 2022

Share-based Payment Arrangement [Abstract]

LONG-TERM COMPENSATION

NOTE 12 – LONG-TERM COMPENSATION

Compensation Plans

We currently have:

•two plans under which outstanding options to purchase common stock, shares of restricted stock or restricted stock units have been granted to our officers, employees and non-employee directors (the 2006 Stock Plan for Directors and the 2012 Incentive Plan). Future grants are not permitted under any of these plans.

•one plan, the 2022 Incentive Plan, under which equity awards, including shares of restricted stock or restricted stock units, have been or may be granted to our officers, employees and non-employee directors;

•one plan under which certain non-employee directors have received or may receive deferred common stock in lieu of director fees (the Non-Employee Directors’ Cash Compensation Deferral Plan, formerly known as the Non-Employee Directors’ Deferred Stock Compensation Plan).

These plans are referred to collectively as the “Plans.”

During the year ended December 31, 2022, we were permitted to issue shares and grant options, restricted stock and restricted stock units only under the Executive Deferred Stock Compensation Plan, the Non-Employee Directors’ Cash Compensation Deferral Plan, the 2012 Incentive Plan and the 2022 Incentive Plan. The 2006 Stock Plan for Directors expired on December 31, 2012, and no additional grants were permitted under after that date. The Executive Deferred Stock Compensation Plan was terminated in early 2022. Authority to grant awards under the 2012 Plan expired when the 2022 Plan became effective; accordingly, no new grants were permitted under the 2012 Plan after September 30, 2022. The 2022 Incentive Plan was effective October 1, 2022 and grants starting on October 1, 2022 were awarded under this plan.

The number of shares initially reserved for issuance and the number of shares available for future grants or issuance under these Plans as of December 31, 2022 were as follows:

•Executive Deferred Stock Compensation Plan—0.6 million shares were reserved initially for issuance to our executive officers in lieu of the payment of all or a portion of their salary, at their option. None of our Executives has deferred shares pursuant to the Executive Deferred Stock Compensation Plan, and the Plan was terminated in early 2022. Accordingly, no shares were available for issuance under this Plan as of December 31, 2022.

•Non-Employee Directors’ Cash Compensation Deferral Plan—0.6 million shares were reserved initially for issuance to non-employee directors in lieu of the payment of all or a portion of their retainer and meeting fees, at their option, and 0.4 million shares were available for future issuance as of December 31, 2022.

•2012 Incentive Plan—10.7 million shares (plus the number of shares or options outstanding under the 2006 Plans as of December 31, 2012 that were or are subsequently forfeited or expire unexercised) were reserved initially for grants or issuance to employees and non-employee directors. Authority to grant awards under the 2012 Plan expired when the 2022 Plan became effective; accordingly, no new grants were permitted under the 2012 Plan after September 30, 2022.

•2022 Incentive Plan—11.4 million shares, plus any shares of common stock subject to awards granted under the 2012 Plan as of October 1, 2022, that expire, or for any reason are forfeited, cancelled or terminated either without such shares being issued or with such shares being forfeited (such shares the “2012 Plan Shares”) were reserved initially for grants or issuance to employees and non-employee directors, and 11.4 million shares were available for future issuance as of December 31, 2022.

Outstanding options issued under the Plans are exercisable at the market price on the date of grant, expire ten years from the date of grant, and are fully vested.

Stock Options

The following is a summary of stock option activity in 2022:

	Shares (000’s)	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)	Intrinsic Value ($000’s)
Outstanding as of December 31, 2021	3,761	$	61.63
Options granted	—	—
Options exercised	(157)	55.50
Options forfeited	—	—
Options expired	(30)	55.99
Outstanding as of December 31, 2022	3,574	61.95		3.1	$	—
Exercisable as of December 31, 2022	3,574	61.95		3.1	$	—

Compensation costs for all share-based awards are based on the grant date fair value and are recognized on a straight-line basis during the requisite service periods, with charges primarily recorded in general, administrative and professional fees in our Consolidated Statements of Income. As of December 31, 2022, 2021 and 2020, there was no unrecognized compensation expense relating to stock options.

Aggregate proceeds received from options exercised under the Plans for the years ended December 31, 2022, 2021 and 2020 were $8.7 million, $9.0 million and $5.1 million, respectively. The total intrinsic value at exercise of options exercised during the years ended December 31, 2022, 2021 and 2020 was $0.7 million, $1.5 million and $1.3 million, respectively. There was no deferred income tax benefit for stock options exercised.

Restricted Stock and Restricted Stock Units    

We recognize the fair value of shares of restricted stock and restricted stock units (including time-based and performance-based awards) on the grant date of the award as stock-based compensation expense over the requisite service period, with charges primarily to general, administrative and professional fees of $30.7 million, $31.9 million and $21.4 million in 2022, 2021 and 2020, respectively, in our Consolidated Statements of Income. Restricted stock and restricted stock unit awards to employees generally vest over a three year period, while awards to non-employee directors typically vest within two years. If provided in the applicable Plan or award agreement, the vesting of restricted stock and restricted stock units may accelerate upon a change of control (as defined in the applicable Plan) of Ventas and other specified events. In addition to customary change in control vesting provisions, awards generally vest on retirement provided certain conditions are met. Employees are typically not retirement eligible until age plus years of service equals 75, with a minimum age of 62; the retirement age for non-employee directors is 75.

The following is a summary of the status of our non-vested restricted stock and restricted stock units (including time-based and performance-based awards) as of December 31, 2022, and changes during the year ended December 31, 2022:

	Restricted Stock (000’s)	Weighted Average Grant Date Fair Value		Restricted Stock Units (000’s)	Weighted Average Grant Date Fair Value
Non-vested at December 31, 2021	448	$	50.96	1,047	$	52.84
Granted	43	55.52		449	57.07
Vested	(117)	51.15		(457)	57.66
Forfeited	(60)	51.14		(48)	68.19
Non-vested at December 31, 2022	314	51.47		991	52.13

As of December 31, 2022, we had $21.8 million of unrecognized compensation cost related to non-vested restricted stock and restricted stock units under the Plans. We expect to recognize that cost over a weighted average period of 1.5 years.

The total fair value at the vesting date for restricted stock and restricted stock units that vested during the years ended December 31, 2022, 2021 and 2020 was $29.6 million, $23.4 million and $19.8 million, respectively.

Employee and Director Stock Purchase Plan

We have in effect an Employee and Director Stock Purchase Plan (“ESPP”) under which our employees and directors may purchase shares of our common stock at a discount. Pursuant to the terms of the ESPP, on each purchase date, participants may purchase shares of common stock at a price not less than 90% of the market price on that date (with respect to the employee tax-favored portion of the plan) and not less than 95% of the market price on that date (with respect to the additional employee and director portion of the plan). We initially reserved 3.0 million shares for issuance under the ESPP. As of December 31, 2022, 0.2 million shares had been purchased under the ESPP and 2.8 million shares were available for future issuance.

Employee Benefit Plan

We maintain a 401(k) plan that allows eligible employees to defer compensation subject to certain limitations imposed by the Code. In 2022, we made contributions for each qualifying employee of up to 3.5% of his or her salary, subject to certain limitations. During 2022, 2021 and 2020, our aggregate contributions were approximately $1.6 million, $1.5 million and $1.6 million, respectively.

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INCOME TAXES

12 Months Ended

Dec. 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 Code for every year beginning with the year ended December 31, 1999. We have also elected for certain of our subsidiaries to be treated as TRS entities, which are subject to federal, state and foreign income taxes. All entities other than the TRS entities are collectively referred to as the “REIT” within this note. Certain REIT entities are subject to foreign income tax.

Although we intend to continue to operate in a manner that will enable us to qualify as a REIT, such qualification depends upon our ability to meet, on a continuing basis, various distribution, stock ownership and other tests. Our tax treatment of distributions per common share was as follows:

	For the Years Ended December 31,
	2022		2021		2020
Tax treatment of distributions:
Ordinary income	$	—	$	—	$	—
Qualified ordinary income	0.04906		0.00330		0.00696
199A qualified business income	1.75094		1.25274		2.14381
Long-term capital gain	—		0.16448		0.28450
Unrecaptured Section 1250 gain	—		0.37948		0.04973
Non-dividend distribution	—		—		—
Distribution reported for 1099-DIV purposes	1.80000		1.80000		2.48500
Add: Dividend declared in current year and taxable in following year	0.45000		0.45000		0.45000
Less: Dividend declared in prior year and taxable in current year	(0.45000)		(0.45000)		(0.79250)
Distribution declared per common share outstanding	$	1.80000	$	1.80000	$	2.14250

We believe we have met the annual REIT distribution requirement by payment of at least 90% of our estimated taxable income for 2022, 2021 and 2020. Our consolidated expense (benefit) for income taxes was as follows (dollars in thousands):

	For the Years Ended December 31,
	2022		2021		2020
Current - Federal	$	(2,257)	$	662	$	402
Current - State	2,662		2,116		2,107
Deferred - Federal	338		6,431		(56,835)
Deferred - State	1,310		72		(35,447)
Current - Foreign	3,217		3,439		2,929
Deferred - Foreign	(22,196)		(7,893)		(9,690)
Total	$	(16,926)	$	4,827	$	(96,534)

The 2022 income tax benefit is primarily due to a $7.5 million income tax benefit from operating losses at certain TRS entities and an income tax benefit of $11.9 million from an internal restructuring of foreign TRS entities. The 2021 income tax expense is due to a $3.5 million deferred tax expense related to an internal restructuring of certain U.S. TRS entities, a $3.3 million deferred tax expense related to the revaluation of certain deferred tax liabilities as a result of enacted tax rate changes in the United Kingdom, and a $3.7 million deferred tax expense related to the release of certain residual tax effects from marketable debt securities. The 2020 income tax benefit was primarily due to a $95.9 million net deferred tax benefit from an internal restructuring of certain TRS entities, partially offset by a valuation allowance recorded against certain deferred tax assets.

Although the TRS entities and certain other foreign entities have paid minimal cash federal, state and foreign income taxes for the year ended December 31, 2022, their income tax liabilities may increase in future years as we exhaust net operating loss (“NOL”) carryforwards and as our senior living and other operations grow. Such increases could be significant.

A reconciliation of income tax expense and benefit, which is computed by applying the federal corporate tax rate for the years ended December 31, 2022, 2021 and 2020, to the income tax expense and benefit is as follows (dollars in thousands):

	For the Years Ended December 31,
	2022		2021		2020
Tax at statutory rate on earnings from continuing operations before unconsolidated entities, noncontrolling interest and income taxes	$	(19,733)	$	(34,127)	$	27,132
State income taxes, net of federal benefit	(5,411)		(8,256)		(1,967)
Change in valuation allowance from ordinary operations	53,117		59,572		86,359
Tax at statutory rate on earnings not subject to federal income taxes	(31,528)		(22,869)		(53,808)
Foreign rate differential and foreign taxes	123		4,405		3,342
Change in tax status of TRS	(1,961)		3,485		(150,287)
Other differences	(11,533)		2,617		(7,305)
Income tax (benefit) expense	$	(16,926)	$	4,827	$	(96,534)

Each TRS is a tax-paying component for purposes of classifying deferred tax assets and liabilities. The tax effects of temporary differences and carryforwards included in the net deferred tax liabilities are summarized as follows (dollars in thousands):

	As of December 31,
	2022		2021		2020
Property, primarily differences in depreciation and amortization, the tax basis of land assets and the treatment of interests and certain costs	$	(34,734)	$	(58,691)	$	(60,494)
Operating loss and interest deduction carryforwards	220,891		187,407		124,606
Expense accruals and other	16,723		21,628		10,516
Valuation allowance	(227,960)		(198,450)		(127,279)
Net deferred tax liabilities	$	(25,080)	$	(48,106)	$	(52,651)

Our net deferred tax liability decreased $23.0 million during 2022 primarily due to a $7.5 million impact from operating losses at certain TRS entities and the reversal of $11.9 million of deferred tax liabilities from an internal restructuring of foreign TRS entities. Our net deferred tax liability decreased $4.5 million during 2021 due to a $3.5 million deferred tax expense related to an internal restructuring of certain U.S. TRS entities, a $3.3 million deferred tax expense related to the revaluation of certain deferred tax liabilities as a result of enacted tax rate changes in the United Kingdom, and a $3.7 million deferred tax expense related to the release of certain residual tax effects from marketable debt securities. Our net deferred tax liability decreased $100.7 million during 2020 primarily due to a change in the tax status of certain of our TRS entities. This was offset by the recording of valuation allowances against $54.4 million of other deferred tax assets.

Due to uncertainty regarding the realization of certain deferred tax assets, we have established valuation allowances, primarily in connection with the NOL carryforwards related to certain TRSs. The amounts related to NOLs at the TRS entities for 2022, 2021 and 2020 are $171.0 million, $140.6 million and $83.2 million, respectively.

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

At December 31, 2022, 2021 and 2020, the REIT had NOL carryforwards of $1.1 billion, $1.1 billion and $896.4 million, respectively. Additionally, the REIT has $10.8 million of federal income tax credits that were carried over from acquisitions. These amounts can be used to offset future taxable income (or taxable income for prior years if an audit determines that tax is owed), if any. The REIT will be entitled to utilize NOLs and tax credit carryforwards only to the extent that REIT taxable income exceeds our deduction for dividends paid. Certain NOL and credit carryforwards are limited as to their utilization by Section 382 of the Code. The remaining REIT carryforwards begin to expire in 2023.

For the years ended December 31, 2022 and 2021, the net difference between tax bases and the reported amount of REIT assets and liabilities for federal income tax purposes was approximately $3.0 billion and $3.3 billion, respectively, less than the book bases of those assets and liabilities for financial reporting purposes.

Generally, we are subject to audit under the statute of limitations by the Internal Revenue Service (“IRS”) for the year ended December 31, 2019 and subsequent years and are subject to audit by state taxing authorities for the year ended December 31, 2018 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, 2018 and subsequent years. We are subject to audit in the United Kingdom generally for the periods ended in and subsequent to 2021.

The following table summarizes the activity related to our unrecognized tax benefits (dollars in thousands):

	2022		2021
Balance as of January 1	$	6,082	$	6,057
Additions to tax positions related to prior years	2		29
Subtractions to tax positions related to prior years	(256)		(4)
Balance as of December 31	$	5,828	$	6,082

Included in these unrecognized tax benefits of $5.8 million and $6.1 million at December 31, 2022 and 2021, respectively, were $5.0 million and $5.3 million of tax benefits at December 31, 2022 and 2021, respectively, that, if recognized, would reduce our annual effective tax rate. We accrued no interest or penalties related to the unrecognized tax benefits during 2022. We do not expect our unrecognized tax benefits to increase or decrease materially in 2023.

As a part of the transfer pricing structure in the normal course of business, the REIT enters into transactions with certain TRSs, such as leasing transactions, other capital financing and allocation of general and administrative costs, which transactions are intended to comply with the IRS and foreign tax authority transfer pricing rules.

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EARNINGS PER SHARE

12 Months Ended

Dec. 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 Years Ended December 31,
	2022		2021		2020
Numerator for basic and diluted earnings per share:
(Loss) income from continuing operations	$	(40,931)	$	56,559	$	441,185
Net (loss) income	(40,931)		56,559		441,185
Net income attributable to noncontrolling interests	6,516		7,551		2,036
Net (loss) income attributable to common stockholders	$	(47,447)	$	49,008	$	439,149
Denominator:
Denominator for basic earnings per share—weighted average shares	399,549		382,785		373,368
Effect of dilutive securities:
Stock options	—		34		—
Restricted stock awards	390		365		171
OP unitholder interests	3,515		3,120		2,964
Denominator for diluted earnings per share—adjusted weighted average shares	403,454		386,304		376,503
Basic earnings per share:
(Loss) income from continuing operations	$	(0.10)	$	0.15	$	1.18
Net (loss) income attributable to common stockholders	(0.12)		0.13		1.18
Diluted earnings per share: (1)
(Loss) income from continuing operations	$	(0.10)	$	0.15	$	1.17
Net (loss) income attributable to common stockholders	(0.12)		0.13		1.17

______________________________

(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.

There were 3.6 million, 3.1 million and 4.0 million anti-dilutive options outstanding for the years ended December 31, 2022, 2021 and 2020, respectively.

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PERMANENT AND TEMPORARY EQUITY

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

PERMANENT AND TEMPORARY EQUITY

NOTE 16 – PERMANENT AND TEMPORARY EQUITY

Capital Stock

In September 2021, we issued approximately 13.3 million shares of our common stock at a value of $751.2 million in connection with the New Senior Acquisition.

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 year ended December 31, 2022. During the years ended December 31, 2021 and 2020, we sold 10.9 million and 1.5 million shares of our common stock under our previous ATM program for gross proceeds of $626.4 million and $66.6 million, respectively, at an average gross price of $57.71 and $44.88 per share, respectively.

Excess Share Provision

In order to preserve our ability to maintain REIT status, our Amended and Restated Certificate of Incorporation (our “Charter”) provides that if a person acquires beneficial ownership of more than 9% of our outstanding common stock or 9.9% of our outstanding preferred stock, the shares that are beneficially owned in excess of such limit are deemed to be excess shares. These shares are automatically deemed transferred to a trust for the benefit of a charitable institution or other qualifying organization selected by our Board of Directors. The trust is entitled to all dividends with respect to the shares, and the trustee may exercise all voting power over the shares.

We have the right to buy the excess shares for a purchase price equal to the lesser of the price per share in the transaction that created the excess shares or the market price on the date we buy the shares, and we may defer payment of the purchase price for the excess shares for up to five years. If we do not purchase the excess shares, the trustee of the trust is required to transfer the excess shares at the direction of the Board of Directors. The owner of the excess shares is entitled to receive the lesser of the proceeds from the sale or the original purchase price for such excess shares, and any additional amounts are payable to the beneficiary of the trust. As of December 31, 2022, there were no shares in the trust.

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

Accumulated Other Comprehensive Loss

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

	As of December 31,
	2022		2021
Foreign currency translation loss	$	(60,364)	$	(56,227)
Unrealized (loss) gain on available for sale securities	—		1,836
Unrealized gain (loss) on derivative instruments	23,564		(10,129)
Total accumulated other comprehensive loss	$	(36,800)	$	(64,520)

Redeemable OP Unitholder and Noncontrolling Interests

The following is a roll-forward of our redeemable OP unitholder and noncontrolling interests for 2022 (dollars in thousands):

	Redeemable OP Unitholder Interests		Redeemable Noncontrolling Interests		Total Redeemable OP Unitholder and Noncontrolling Interests
Balance as of December 31, 2021	$	182,112	$	98,171	$	280,283
New issuances	—		8,491		8,491
Change in fair value	(11,480)		(4,675)		(16,155)
Dispositions	—		—		—
Distributions and other	(6,276)		—		(6,276)
Redemptions	(1,693)		—		(1,693)
Balance as of December 31, 2022	$	162,663	$	101,987	$	264,650

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RELATED PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2022

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

NOTE 17 – RELATED PARTY TRANSACTIONS

Atria provides comprehensive property management and accounting services with respect to our senior housing communities that Atria operates, for which we pay annual management fees pursuant to long-term management agreements. For the years ended December 31, 2022, 2021 and 2020, we incurred fees to Atria of $61.5 million, $50.8 million and $54.1 million, respectively, the majority of which are recorded within property-level operating expenses in our Consolidated Statements of Income. For the year ended December 31, 2022, we incurred fees to Atria of $6.1 million primarily in connection with the transition of senior housing communities operated by Atria, which are recorded within transaction expenses and deal costs in our Consolidated Statements of Income. For the years ended December 31, 2021 and 2020, we paid fees to Atria of $20.3 million and $1.1 million, respectively, in connection with the sale or transition of senior housing communities operated by Atria. These fees are considered transaction costs and are primarily recorded within depreciation and amortization expense in our Consolidated Statements of Income.

We hold a 34% ownership interest in Atria, which entitles us to customary minority rights and protections, including the right to appoint two members to the Atria Board of Directors.

As of December 31, 2022, we leased 11 hospitals to Ardent pursuant to a single, triple-net master lease agreement. For the years ended December 31, 2022, 2021 and 2020, we recognized rental income from Ardent of $130.5 million, $127.2 million and $122.6 million, respectively, relating to the Ardent master lease. As of December 31, 2022, we also leased 19 MOBs to Ardent under separate leases included in our office operations reportable business segment and recognized rental income of $12.1 million for the year ended December 31, 2022.

We also hold a 9.8% ownership interest in Ardent, which entitles us to customary minority rights and protections, as well as the right to appoint one member to the Ardent Board of Directors. In September 2022, Ardent’s majority equity owner entered into a definitive purchase agreement to sell a minority equity investment in Ardent to a third-party investor. We have the right to, and have elected to, participate in the proposed transaction by selling a pro-rata portion of our ownership interest to the third-party investor on the same terms. If the proposed transaction is consummated, our ownership interest in Ardent would be reduced. The transaction is subject to customary closing conditions, including regulatory approvals and we cannot assure you that the transaction will close.

ESL ceased operation of its management business in early 2022 following completion of the transition of 90 senior housing communities to other operators. We held a 34% ownership interest in ESL, which entitled us to customary minority rights and protections, including the right to appoint two members to the ESL Board of Directors. ESL provided comprehensive property management and accounting services with respect to our senior housing communities that ESL operated, for which we paid annual management fees pursuant to a management agreement. For the years ended December 31, 2021 and 2020, we incurred fees to ESL of $11.8 million and $15.1 million, respectively, the majority of which are recorded within property-level operating expenses in our Consolidated Statements of Income. For the year ended December 31, 2022, no fees were incurred. In connection with the transition of the operations of 90 senior housing communities, in 2021 we paid ESL $24.0 million, which is recorded within transaction expenses and deal costs in our Consolidated Statements of Income. For the years ended December

31, 2020, we incurred fees paid to ESL of $5.2 million, which is primarily recorded within transaction expenses and deal costs in our Consolidated Statements of Income.

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SEGMENT INFORMATION

12 Months Ended

Dec. 31, 2022

Segment Reporting [Abstract]

SEGMENT INFORMATION

NOTE 18 – SEGMENT INFORMATION

As of December 31, 2022, we operated through three reportable business segments: triple-net leased properties, SHOP and office operations. In our triple-net leased properties reportable business segment, we invest in and own senior housing and healthcare properties throughout the United States and the United Kingdom and lease those properties to healthcare operating companies under triple-net or absolute-net leases that obligate the tenants to pay all property-related expenses. In our SHOP reportable business segment, we invest in senior housing communities throughout the United States and Canada and engage independent operators, such as Atria and Sunrise, to manage those communities. In our office operations reportable business segment, we primarily acquire, own, develop, lease and manage MOBs and life science, research and innovation centers throughout the United States. Information provided for “non-segment” includes management fees and promote revenues, net of expenses related to our third-party institutional capital management business, income from loans and investments 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 maker evaluates performance of the combined properties in each reportable business segment and determines how to allocate resources to those segments, in significant part, based on NOI and related measures for each segment. We define NOI as total revenues, less interest and other income, property-level operating expenses and third party capital management expenses. We consider NOI useful because it allows investors, analysts and our management to measure unlevered property-level operating results and to compare our operating results to the operating results of other real estate companies between periods on a consistent basis. In order to facilitate a clear understanding of our historical consolidated operating results, NOI should be examined in conjunction with net income attributable to common stockholders as presented in our Consolidated Financial Statements and other financial data included elsewhere in this Annual Report on Form 10-K. See “Non-GAAP Financial Measures” included elsewhere in this Annual Report on Form 10-K 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 Year Ended December 31, 2022
	SHOP		Office Operations		Triple-Net Leased Properties		Non-Segment		Total
Revenues:
Rental income	$	—	$	801,159	$	598,154	$	—	$	1,399,313
Resident fees and services	2,651,886		—		—		—		2,651,886
Third party capital management revenues	—		2,448		—		23,751		26,199
Income from loans and investments	—		—		—		48,160		48,160
Interest and other income	—		—		—		3,635		3,635
Total revenues	$	2,651,886	$	803,607	$	598,154	$	75,546	$	4,129,193
Total revenues	$	2,651,886	$	803,607	$	598,154	$	75,546	$	4,129,193
Less:
Interest and other income	—		—		—		3,635		3,635
Property-level operating expenses	2,004,420		257,003		15,301		—		2,276,724
Third party capital management expenses	—		—		—		6,194		6,194
NOI	$	647,466	$	546,604	$	582,853	$	65,717	1,842,640
Interest and other income									3,635
Interest expense									(467,557)
Depreciation and amortization									(1,197,798)
General, administrative and professional fees									(144,874)
Loss on extinguishment of debt, net									(581)
Transaction expenses and deal costs									(51,577)
Allowance on loans receivable and investments									(19,757)
Other									(58,268)
Income from unconsolidated entities									28,500
Gain on real estate dispositions									7,780
Income tax benefit									16,926
Loss from continuing operations									(40,931)
Net loss									(40,931)
Net income attributable to noncontrolling interests									6,516
Net loss attributable to common stockholders									$	(47,447)

	For the Year Ended December 31, 2021
	SHOP		Office Operations		Triple-Net Leased Properties		Non-Segment		Total
Revenues:
Rental income	$	—	$	794,297	$	653,823	$	—	$	1,448,120
Resident fees and services	2,270,001		—		—		—		2,270,001
Third party capital management revenues	—		8,384		—		11,712		20,096
Income from loans and investments	—		—		—		74,981		74,981
Interest and other income	—		—		—		14,809		14,809
Total revenues	$	2,270,001	$	802,681	$	653,823	$	101,502	$	3,828,007
Total revenues	$	2,270,001	$	802,681	$	653,823	$	101,502	$	3,828,007
Less:
Interest and other income	—		—		—		14,809		14,809
Property-level operating expenses	1,811,728		257,001		15,335		—		2,084,064
Third party capital management expenses	—		1,798		—		2,635		4,433
NOI	$	458,273	$	543,882	$	638,488	$	84,058	1,724,701
Interest and other income									14,809
Interest expense									(440,089)
Depreciation and amortization									(1,197,403)
General, administrative and professional fees									(129,758)
Loss on extinguishment of debt, net									(59,299)
Transaction expenses and deal costs									(47,318)
Allowance on loans receivable and investments									9,082
Other									(37,110)
Income from unconsolidated entities									4,983
Gain on real estate dispositions									218,788
Income tax expense									(4,827)
Income from continuing operations									56,559
Net income									56,559
Net income attributable to noncontrolling interests									7,551
Net income attributable to common stockholders									$	49,008

	For the Year Ended December 31, 2020
	SHOP		Office Operations		Triple-Net Leased Properties		Non-Segment		Total
Revenues:
Rental income	$	—	$	799,627	$	695,265	$	—	$	1,494,892
Resident fees and services	2,197,160		—		—		—		2,197,160
Third party capital management revenues	—		8,675		—		6,516		15,191
Income from loans and investments	—		—		—		80,505		80,505
Interest and other income	—		—		—		7,609		7,609
Total revenues	$	2,197,160	$	808,302	$	695,265	$	94,630	$	3,795,357
Total revenues	$	2,197,160	$	808,302	$	695,265	$	94,630	$	3,795,357
Less:
Interest and other income	—		—		—		7,609		7,609
Property-level operating expenses	1,658,671		256,612		22,160		—		1,937,443
Third party capital management expenses	—		2,315		—		—		2,315
NOI	$	538,489	$	549,375	$	673,105	$	87,021	1,847,990
Interest and other income									7,609
Interest expense									(469,541)
Depreciation and amortization									(1,109,763)
General, administrative and professional fees									(130,158)
Loss on extinguishment of debt, net									(10,791)
Transaction expenses and deal costs									(29,812)
Allowance on loans receivable and investments									(24,238)
Other									(707)
Income from unconsolidated entities									1,844
Gain on real estate dispositions									262,218
Income tax benefit									96,534
Income from continuing operations									441,185
Net income									441,185
Net income attributable to noncontrolling interests									2,036
Net income attributable to common stockholders									$	439,149

Assets by reportable business segment are as follows (dollars in thousands):

	As of December 31,
Assets:	2022				2021
SHOP	$	12,369,218	51.2	%	$	12,811,611	51.8	%
Office operations	6,558,416		27.1		6,341,888		25.7
Triple-net leased properties	4,272,303		17.7		4,578,534		18.5
Non-segment	957,903		4.0		985,753		4.0
Total assets	$	24,157,840	100.0	%	$	24,717,786	100.0	%

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

	For the Years Ended December 31,
Capital expenditures:	2022		2021		2020
SHOP	$	423,420	$	1,463,551	$	191,891
Office operations	472,662		245,546		372,475
Triple-net leased properties	4,614		92,924		42,930
Total capital expenditures	$	900,696	$	1,802,021	$	607,296

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 Years Ended December 31,
Revenues:	2022		2021		2020
United States	$	3,652,327	$	3,363,197	$	3,381,357
Canada	449,091		434,862		389,205
United Kingdom	27,775		29,948		24,795
Total revenues	$	4,129,193	$	3,828,007	$	3,795,357

	As of December 31,
Net real estate property:	2022		2021
United States	$	18,168,224	$	18,562,738
Canada	2,782,350		3,007,008
United Kingdom	209,876		247,092
Total net real estate property	$	21,160,450	$	21,816,838

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SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION

12 Months Ended

Dec. 31, 2022

SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation Disclosure [Abstract]

SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

(Dollars in thousands)

	For the Years Ended December 31,
	2022		2021		2020
Reconciliation of real estate:
Carrying cost:
Balance at beginning of period	$	28,479,870	$	26,850,442	$	27,133,514
Additions during period:
Acquisitions	460,959		2,413,570		249,290
Capital expenditures	443,710		423,752		485,479
Deductions during period:
Foreign currency translation	(350,188)		17,030		80,302
Other (1)	(265,942)		(1,224,924)		(1,098,143)
Balance at end of period	$	28,768,409	$	28,479,870	$	26,850,442
Accumulated depreciation:
Balance at beginning of period	$	7,433,480	$	6,967,413	$	6,200,230
Additions during period:
Depreciation expense	907,134		865,627		809,067
Dispositions:
Sales and/or transfers to assets held for sale	(72,047)		(401,208)		(82,559)
Foreign currency translation	(37,407)		1,648		40,675
Balance at end of period	$	8,231,160	$	7,433,480	$	6,967,413

______________________________

(1)Other may include sales, transfers to assets held for sale and impairments.

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

December 31, 2022

(Dollars in thousands)

						Initial Cost to Company						Gross Amount Carried at Close of Period
		Description	Count	Encumbrances		Land and Improvements		Buildings and Improvements		Costs Capitalized Subsequent to  Acquisition (1)		Land and Improvements		Buildings and Improvements		Total		Accumulated Depreciation		NBV		Year of Construction	Year Acquired	Life on which Depreciation In Income Statement is  Computed
UNITED STATES PROPERTIES
	Senior Housing
		Atria Senior Living	213	$	519,795	$	620,020	$	5,562,067	$	620,708	$	646,063	$	6,156,732	$	6,802,795	$	1,798,095	$	5,004,700	1835 - 2013	2007 - 2021	13 - 54 years
		Brookdale Senior Living	129	48,040		191,164		2,026,833		142,934		191,398		2,169,533		2,360,931		955,838		1,405,093		1915 - 2012	2004 - 2021	24 - 35 years
		Sunrise Senior Living	80	—		198,915		2,113,355		213,682		211,200		2,314,752		2,525,952		1,054,266		1,471,686		1987 - 2009	2007 - 2012	35 - 35 years
		Sinceri Senior Living	35	—		57,120		590,981		47,177		56,028		639,250		695,278		242,250		453,028		1974 - 2005	2006 - 2015	35 - 35 years
		Priority Life Care Properties	26	—		25,356		279,159		36,906		26,232		315,189		341,421		124,292		217,129		1920 - 2008	2006 - 2019	35 - 35 years
		Koelsch Senior Communities	19	74,556		27,721		292,414		13,285		28,131		305,289		333,420		65,045		268,375		1972 - 2017	2011 - 2017	35 - 35 years
		Discovery Senior Living	19	—		23,308		268,214		32,331		24,229		299,624		323,853		103,856		219,997		1984 - 2005	2006 - 2014	35 - 35 years
		Sodalis Senior Living	18	—		21,451		208,224		2,518		21,630		210,563		232,193		84,743		147,450		1996 - 2007	2006 - 2015	35 - 35 years
		Matthews Senior Living	14	—		11,470		25,011		(15,253)		8,906		12,322		21,228		9,683		11,545		1985 - 2007	2011 - 2011	35 - 35 years
		American House	13	—		6,593		146,157		16,564		7,680		161,634		169,314		61,208		108,106		1998 - 2000	2006 - 2014	35 - 35 years
		Azura Memory Care	13	—		6,361		53,002		10,850		7,200		63,013		70,213		20,726		49,487		1990 - 2019	2011 - 2019	35 - 35 years
		Milestone Retirement Communities	12	—		17,956		188,500		2,832		17,956		191,332		209,288		53,592		155,696		1965 - 2011	2011 - 2014	35 - 35 years
		Avamere Family of Companies	11	—		20,407		113,192		6,609		20,653		119,555		140,208		42,209		97,999		1998 - 2012	2011 - 2015	35 - 35 years
		Hawthorn Senior Living	10	57,383		35,668		220,099		8,126		35,718		228,175		263,893		12,737		251,156		1998 - 2008	2021 - 2021	27 - 50 years
		Meridian Senior Living	10	—		17,977		77,599		1,416		17,977		79,015		96,992		28,491		68,501		1972 - 2012	2011 - 2015	35 - 35 years
		Ridgeline Management Company	10	—		11,405		94,242		3,219		11,405		97,461		108,866		29,630		79,236		1972 - 2007	2011 - 2021	11 - 35 years
		Sonida Senior Living	10	—		14,080		118,512		25,991		14,462		144,121		158,583		59,673		98,910		1977 - 1998	2005 - 2012	35 - 35 years
		Other Senior Housing Operators	67	83,133		115,658		1,030,904		45,210		114,520		1,077,252		1,191,772		303,940		887,832		1979 - 2020	2004 - 2022	12 - 39 years
		Other Senior Housing CIP	1	—		—		73		—		—		73		73		—		73		CIP	CIP	CIP
	Total Senior Housing		710	782,907		1,422,630		13,408,538		1,215,105		1,461,388		14,584,885		16,046,273		5,050,274		10,995,999
	Medical Office
		Lillibridge	194	37,821		150,207		1,992,555		505,405		149,840		2,498,327		2,648,167		996,900		1,651,267		1960 - 2016	2004 - 2021	4 - 39 years
		PMB RES	38	238,647		73,863		972,701		119,813		75,214		1,091,163		1,166,377		359,768		806,609		1972 - 2019	2011 - 2019	19 - 35 years
		Ardent Health Services	19	—		5,638		214,808		600		5,638		215,408		221,046		7,887		213,159		1974 - 2011	2018 - 2022	35 - 35 years
		Memorial Health System	12	—		2,346		25,031		13,166		2,451		38,092		40,543		20,981		19,562		1976 - 2002	2010 - 2010	35 - 35 years
		Other MOBs	65	479		110,447		887,801		46,901		107,059		938,090		1,045,149		297,571		747,578		1984 - 2019	2004 - 2022	25 - 35 years
		Other MOBs CIP	1	—		—		—		—		—		—		—		—		—		CIP	CIP	CIP
	Total Medical Office		329	276,947		342,501		4,092,896		685,885		340,202		4,781,080		5,121,282		1,683,107		3,438,175

						Initial Cost to Company						Gross Amount Carried at Close of Period
		Description	Count	Encumbrances		Land and Improvements		Buildings and Improvements		Costs Capitalized Subsequent to  Acquisition (1)		Land and Improvements		Buildings and Improvements		Total		Accumulated Depreciation		NBV		Year of Construction	Year Acquired	Life on which Depreciation In Income Statement is  Computed
	Life Science, Research & Innovation
		Wexford	32	242,600		92,229		1,582,631		125,979		94,181		1,706,658		1,800,839		309,613		1,491,226		1923 - 2019	2016 - 2022	15 - 60 years
		Other Life Science	2	—		1,194		76,515		68		1,194		76,583		77,777		7,204		70,573		2010 - 2016	2020 - 2020	35 - 35 years
		Other Life Science CIP	10	—		52,956		49,312		—		52,956		49,312		102,268		3,901		98,367		CIP	CIP	CIP
	Total Life Science, R&I		44	242,600		146,379		1,708,458		126,047		148,331		1,832,553		1,980,884		320,718		1,660,166
	IRFs & LTACs
		Kindred Healthcare	29	—		33,385		222,156		(1,000)		32,385		222,156		254,541		207,147		47,394		1937 - 1995	1976 - 2020	20 - 40 years
		Other IRFs & LTACs	7	—		11,057		167,682		1,068		11,057		168,750		179,807		44,750		135,057		1989 - 2012	2011 - 2015	35 - 36 years
	Total IRFs & LTACs		36	—		44,442		389,838		68		43,442		390,906		434,348		251,897		182,451
	Health Systems
		Ardent Health Services	10	—		98,428		1,126,010		78,104		97,416		1,205,126		1,302,542		252,999		1,049,543		1928 - 2020	2015 - 2020	20 - 47 years
	Skilled Nursing
		Genesis Healthcare	12	—		11,350		164,745		(5,708)		11,350		159,037		170,387		73,087		97,300		1897 - 1995	2004 - 2011	30 - 35 years
		Other Skilled Nursing	4	—		1,636		18,793		1,405		1,816		20,018		21,834		13,500		8,334		1955 - 1990	1991 - 2009	29 - 40 years
	Total Skilled Nursing		16	—		12,986		183,538		(4,303)		13,166		179,055		192,221		86,587		105,634
CANADIAN PROPERTIES
	Senior Housing
		Le Groupe Maurice	35	1,094,556		149,601		1,815,395		(6,378)		146,110		1,812,508		1,958,618		144,733		1,813,885		2000 - 2022	2019 - 2022	40 - 60 years
		Atria Senior Living	29	—		75,553		845,363		(72,107)		66,479		782,330		848,809		236,902		611,907		1988 - 2008	2014 - 2014	35 - 35 years
		Sunrise Senior Living	12	—		46,600		418,821		(70,388)		38,786		356,247		395,033		162,284		232,749		2000 - 2007	2007 - 2007	35 - 35 years
		Brightwater Senior Living	6	—		25,172		146,694		(10,890)		23,471		137,505		160,976		5,567		155,409		2006 - 2012	2021 - 2021	35 - 35 years
		Other Senior Housing CIP	2	37,087		14,832		92,133		—		14,832		92,133		106,965		—		106,965		CIP	CIP	CIP
	Total Senior Housing		84	1,131,643		311,758		3,318,406		(159,763)		289,678		3,180,723		3,470,401		549,486		2,920,915
UNITED KINGDOM PROPERTIES
	Senior Housing
		Canford Healthcare Limited	12	—		42,445		84,181		(21,537)		35,037		70,052		105,089		16,863		88,226		1980 - 2014	2015 - 2017	40 - 40 years
	International Hospital
		Spire Healthcare	3	—		11,903		136,628		(33,162)		9,245		106,124		115,370		19,229		96,141		1980 - 2010	2014 - 2014	50 - 50 years
TOTAL			1,244	$	2,434,097	$	2,433,472	$	24,448,493	$	1,886,444	$	2,437,905	$	26,330,504	$	28,768,409	$	8,231,160	$	20,537,249

______________________________

(1)     Adjustments to basis included provisions for asset impairments, partial dispositions, costs capitalized subsequent to acquisitions and foreign currency translation adjustments.

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SCHEDULE IV MORTGAGE LOANS ON REAL ESTATE

12 Months Ended

Dec. 31, 2022

SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Abstract]

SCHEDULE IV MORTGAGE LOANS ON REAL ESTATE

SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE

December 31, 2022

(Dollars in thousands)

Location	Interest Rate	Fixed / Variable	Maturity Date	Periodic Payment Terms	Prior Liens		Face Amount of Mortgages		Carrying Amount of Mortgages		Principal Amount of Loans Subject to Delinquent Principal or Interest
First mortgage relating to 1 senior housing property located in:
Pennsylvania	Term SOFR plus 3.75%	Variable	11/4/2027	Interest only; principal payments start in 2024	$	—	$	18,086	$	18,100	$	—
First mortgage relating to 2 senior housing properties located in:
Texas	Lesser of 9.50% or SOFR + 5.50%	Variable	6/16/2024	Interest only	—		7,226		7,152		—
Mezzanine loan relating to 153 properties located in:
Multiple (1)	LIBOR + 6.42%	Variable	6/9/2023	Interest only	1,016,804		486,082		466,082		—
Total					$	1,016,804	$	511,394	$	491,334	$	—

______________________________

(1)    The carrying amount includes a $20.0 million allowance recognized as of December 31, 2022. See “Note 6 – Loans Receivable and Investments” of the Notes to Consolidated Financial Statements.

Reconciliation of Mortgage Loans:

	Year Ended December 31,
	2022		2021		2020
Beginning Balance	$	486,200	$	552,797	$	642,218
Additions:
New loans	25,247		—		66,000
Total additions	25,247		—		66,000
Deductions:
Principal repayments	(113)		(66,597)		(155,170)
Allowance	(20,000)		—		—
Total deductions	(20,113)		(66,597)		(155,170)
Effect of foreign currency translation	—		—		(251)
Ending Balance	$	491,334	$	486,200	$	552,797

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ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

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.

U.S. generally accepted accounting principles (“GAAP”) require 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 Entities

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 income 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 December 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 7.6 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 December 31, 2022 and 2021, the fair value of the OP Units was $162.7 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 December 31, 2022 and 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 Market 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 December 31, 2022, we owned three 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 Estimates

Accounting Estimates

The preparation of financial statements in accordance with GAAP requires us to make estimates and assumptions regarding future events that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Accounting for Real Estate Acquisitions

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.

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.

Assets Held-for-Sale and Discontinued Operations

Assets Held for Sale and Discontinued Operations

We sell properties from time to time for various reasons, including favorable market conditions or the exercise of purchase options by tenants. We classify certain long-lived assets as held for sale once the criteria, as defined by GAAP, have been met. Long-lived assets to be disposed of are reported at the lower of their carrying amount or fair value minus cost to sell and are no longer depreciated.

If at any time we determine that the criteria for classifying assets as held for sale are no longer met, we reclassify assets within net real estate investments on our Consolidated Balance Sheets for all periods presented. The carrying amount of these assets is adjusted (in the period in which a change in classification is determined) to reflect any depreciation expense that would have been recognized had the asset been continuously classified as net real estate investments.

We report discontinued operations when the following criteria are met: (1) a component of an entity or group of components that has been disposed of or classified as held for sale and represents a strategic shift that has or will have a major effect on an entity’s operations and financial results; or (2) an acquired business is classified as held for sale on the acquisition date. The results of operations for assets meeting the definition of discontinued operations are reflected in our Consolidated Statements of Income as discontinued operations for all periods presented. We allocate estimated interest expense to discontinued operations based on property values and our weighted average interest rate or the property’s actual mortgage interest.

Loans Receivable

Loans ReceivableWe record loans receivable, other than those acquired in connection with a business combination, on our Consolidated Balance Sheets (either in secured loans receivable and investments, net or other assets, in the case of non-mortgage loans receivable) at the unpaid principal balance, net of any deferred origination fees, purchase discounts or premiums and valuation allowances. We amortize net deferred origination fees, which are comprised of loan fees collected from the borrower net of certain direct costs, and purchase discounts or premiums over the contractual life of the loan using the effective interest method and immediately recognize in income any unamortized balances if the loan is repaid before its contractual maturity.

Cash Equivalents

Cash Equivalents

Cash equivalents consist of highly liquid investments with a maturity date of three months or less when purchased. These investments are stated at cost, which approximates fair value.

Escrow Deposits and Restricted Cash

Escrow Deposits and Restricted Cash

Escrow deposits consist of amounts held by us or our lenders to provide for future real estate tax, insurance expenditures and tenant improvements related to our properties and operations. Restricted cash generally represents amounts paid to us for security deposits and other similar purposes.

Deferred Financing Costs

Deferred Financing Costs

We amortize deferred financing costs, which are reported as a reduction to senior notes payable and other debt on our Consolidated Balance Sheets, as a component of interest expense over the terms of the related borrowings using a method that approximates a level yield. Amortized costs of approximately $18.2 million, $19.7 million and $23.0 million were included in interest expense for the years ended December 31, 2022, 2021 and 2020, respectively.

Available for Sale Securities

Available for Sale Securities

We classify available for sale securities as a component of other assets on our Consolidated Balance Sheets (other than our interests in government-sponsored pooled loan investments, which are classified as secured loans receivable and investments, net on our Consolidated Balance Sheets). We record these securities at fair value and include unrealized gains and losses recorded in stockholders’ equity as a component of accumulated other comprehensive income on our Consolidated Balance Sheets. If we determine that a credit loss exists with respect to individual investments, we will recognize an allowance against the amortized cost basis of the investment with a corresponding charge to net income (in allowance on loans receivable and investments) in our Consolidated Statements of Income. We report interest income, including discount or premium amortization, on available for sale securities and gains or losses on securities sold, which are based on the specific identification method, in income from loans and investments in our Consolidated Statements of Income.

Derivative Instruments

Derivative Instruments

We recognize all derivative instruments in other assets or accounts payable and other liabilities on our Consolidated Balance Sheets at fair value as of the reporting date. We recognize changes in the fair value of derivative instruments in other expense in our Consolidated Statements of Income or accumulated other comprehensive income on our Consolidated Balance Sheets, depending on the intended use of the derivative and our designation of the instrument.

We do not use our derivative financial instruments, including interest rate caps, interest rate swaps and foreign currency forward contracts, for trading or speculative purposes. Our foreign currency forward contracts and certain of our interest rate swaps (including the interest rate swap contracts of consolidated and unconsolidated joint ventures) are designated as effectively hedging the variability of expected cash flows related to their underlying securities and, therefore, also are recorded on our Consolidated Balance Sheets at fair value, with changes in the fair value of these instruments recognized in accumulated other comprehensive income on our Consolidated Balance Sheets. We recognize any noncontrolling interests’ proportionate share of the changes in fair value of swap contracts of our consolidated joint ventures in noncontrolling interests on our Consolidated Balance Sheets. We recognize our proportionate share of the change in fair value of swap contracts of our unconsolidated joint ventures in accumulated other comprehensive income on our Consolidated Balance Sheets. Certain of our other interest rate swaps and rate caps were not designated as having a hedging relationship with the underlying securities and therefore do not meet the criteria for hedge accounting under GAAP. Accordingly, these derivative instruments are recorded on

our Consolidated Balance Sheets at fair value, and changes in the fair value of these instruments are recognized in current earnings (in other expense) in our Consolidated Statements of Income.

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.

As of December 31, 2022, we recognized a $20.0 million allowance on our cash-pay mezzanine loan (the “Santerre Mezzanine Loan”) to Santerre Health Investors. The Santerre Mezzanine Loan has a current principal balance of $486.1 million, is priced at LIBOR + 6.42% and is freely prepayable in whole or in part subject to satisfaction of certain financial and non-financial terms and conditions. The Santerre Mezzanine Loan generated $40.0 million in loan interest income to Ventas in 2022.

The allowance for the Santerre Mezzanine Loan was calculated using the “current expected credit loss”, or “CECL”, model, which considers relevant information about past events, current conditions and reasonable and supportable forecasts to estimate expected losses as of the most recent balance sheet date. In the case of the Mezzanine Loan, the analysis took into account a variety of factors, including market conditions, cap rates for comparable assets, forecasted estimates of net operating income, discount rates, lease coverage levels and the continuing impact of COVID-19 and its extended consequences on the operating performance of certain of the collateral, including occupancy and operating expenses such as labor. The allowance was calculated as of December 31, 2022 and does not take into account changes in the underlying facts that may have occurred after that date. The allowance is based on numerous estimates and assumptions that are inherently uncertain and is subject to adjustment as the underlying facts change. The allowance may not represent the loss, if any, that we ultimately recognize.

•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, default rates and confirmed settlement amounts at maturity.

•Derivative instruments - 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.

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 December 31, 2022 and 2021, this cumulative excess totaled $187.5 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.

SHOP

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 provide various services to our unconsolidated real estate entities in exchange for fees and reimbursements, which are determined in accordance with the terms specific to each arrangement. We recognize these fees as we provide the services.

We may also earn promote revenue within the VIM platform related to the Ventas Fund, a perpetual life investment vehicle focused on investments in research and innovation centers, medical office buildings and senior housing communities in North America. Within the Ventas Fund, promote revenue is generally based on the Ventas Fund’s cumulative returns over three-year performance periods. The promote revenue is based on operating performance and real estate valuation of the portfolio, including highly variable inputs such as capitalization rates, market rents, and interest rates. As the asset appreciation is an important driver of the promote and the key inputs in the valuation process can change, we generally recognize promote revenues at or near the end of the performance period. We include these revenues as a component of third party capital management revenues in our Consolidated Statements of Income.

We may also earn promote revenues within the VIM platform related to our other investment vehicles. Within these other investment vehicles, promote revenues are generally earned after our partners have received distributions sufficient to provide a specified rate of return on their invested capital.

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

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.

Stock-Based Compensation

Stock-Based Compensation

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

Gain on Real Estate Dispositions

Gain on Real Estate Dispositions

We recognize a gain on real estate disposition when we transfer control of a property and when it is probable that we will collect substantially all of the related consideration.

Federal Income Tax

Federal Income Tax

We have elected to be treated as a REIT under the applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), for every year beginning with the year ended December 31, 1999. Accordingly, we generally are not subject to federal income tax on net income that we distribute to our stockholders, provided that we continue to qualify as a REIT. However, with respect to certain of our subsidiaries that have elected to be treated as taxable REIT subsidiaries (“TRS” or “TRS entities”), we record income tax expense or benefit, as those entities are subject to federal income tax similar to regular corporations. Certain foreign subsidiaries are subject to foreign income tax, although they did not elect to be treated as TRSs.

We account for deferred income taxes using the asset and liability method and recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in our financial statements or tax returns. Under this method, we determine deferred tax assets and liabilities based on the differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Any increase or decrease in the deferred tax liability that results from a change in circumstances, and that causes us to change our judgment about expected future tax consequences of events, is included in the tax provision when such changes occur. Deferred income taxes also reflect the impact of operating loss and tax credit carryforwards. A valuation allowance is provided if we believe it is more likely than not that all or some portion of the deferred tax asset will not be realized. Any increase or decrease in the valuation allowance that results from a change in circumstances, and that causes us to change our judgment about the realizability of the related deferred tax asset, is included in the tax provision when such changes occur.

We recognize the tax benefit from an uncertain tax position claimed or expected to be claimed on a tax return only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. We recognize interest and penalties, if applicable, related to uncertain tax positions as part of income tax benefit or expense in our Consolidated Statements of Income.

Foreign Currency

Foreign Currency

Certain of our subsidiaries’ functional currencies are the local currencies of their respective foreign jurisdictions. We translate the results of operations of our foreign subsidiaries into U.S. dollars using average rates of exchange in effect during the period, and we translate balance sheet accounts using exchange rates in effect at the end of the period. We record the resulting currency translation adjustments in accumulated other comprehensive income, a component of stockholders’ equity, on our Consolidated Balance Sheets, and we record foreign currency transaction gains and losses in other expense in our Consolidated Statements of Income. We recognize any noncontrolling interests’ proportionate share of currency translation adjustments of our foreign consolidated joint ventures in noncontrolling interests on our Consolidated Balance Sheets.

Segment Reporting

Segment ReportingAs of December 31, 2022, 2021 and 2020, we operated through three reportable business segments: triple-net leased properties, SHOP and office operations. In our triple-net leased properties segment, we invest in and own senior housing and healthcare properties throughout the United States and the United Kingdom and lease those properties to healthcare operating companies under triple-net or absolute-net leases that obligate the tenants to pay all property-related expenses. In our SHOP 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 segment, we primarily acquire, own, develop, lease and manage MOBs and life science, research and innovation centers throughout the United States. See “Note 18 – Segment Information.”

Government Assistance

Government Assistance

Provider Relief Grants. We applied for and received grants under Phase 2, Phase 3 and Phase 4 of 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. 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. We will not be required to repay distributions from the Provider Relief Fund, provided that we attest to and comply with certain terms and conditions, including, not using grants received from the Provider Relief Fund to reimburse expenses or losses that other sources are obligated to reimburse, reporting and record keeping requirements and cooperating with any government audits. See “Government Regulation—CARES Act and Similar Governmental Funding Programs” in Part I, Item 1 of this Annual Report.

Other Government Assistance. We, and our tenants, borrowers, managers and unconsolidated entities also received grants administered by other domestic, foreign, local, regional or national governments on behalf of our senior housing communities primarily to partially mitigate losses attributable to COVID-19.

During 2022, we received $54.2 million and $10.5 million in HHS and other government grants, respectively. During 2021 and 2020, we received $15.4 million and $35.1 million, respectively, in HHS grants. These grants are recognized as a contra expense within property-level operating expenses in our Consolidated Statements of Income in the period in which they were received. Any grants that are ultimately received and retained by us are not expected to fully offset the losses incurred in our SHOP segment that are attributable to COVID-19. Further, although we continue to monitor and evaluate the terms and conditions associated with these government grants, we cannot assure you that we will be in compliance with all requirements related to the payments received, in which case some or all of the grants received may need to be repaid.

COVID-19 Assessment

COVID-19 Assessment

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 December 31, 2022, 2021 and 2020, we considered the effect of the pandemic on certain of our assets (described below) 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. As a result, we recognized no COVID-19 related charges during 2022 and 2021 but recognized the following charges for the year ended December 31, 2020:

•Adjustment to rental income: As of December 31, 2020, we concluded that it is probable we will not collect substantially all rents from certain tenants, primarily within our triple-net leased properties segment. As a result, we recognized adjustments to rental income of $74.6 million for the year ended December 31, 2020. Rental payments from these tenants will be recognized in rental income when received.

•Impairment of real estate assets: During 2020, we compared our estimate of undiscounted cash flows, including a hypothetical terminal value, for certain real estate assets to the assets’ respective carrying values. During 2020, we recognized $126.5 million of impairments representing the difference between the assets’ carrying value and the then-estimated fair value of $239.9 million. The impaired assets, primarily senior housing communities, represent approximately 1% of our consolidated net real estate property as of December 31, 2020. Impairments are recorded within depreciation and amortization in our Consolidated Statements of Income and are primarily related to our SHOP reportable business segment.

•Loss on financial instruments and impairment of unconsolidated entities: As of December 31, 2020, we concluded that credit losses exist within certain of our non-mortgage loans receivable and government-sponsored pooled loan investments. As a result, we recognized credit loss charges of $34.7 million for the year ended December 31, 2020 within allowance on loans receivable and investments in our Consolidated Statements of Income. During the fourth quarter of 2020, we received $10.5 million as a principal payment on previously reserved loans. In addition, during 2020 we recognized an impairment of $10.7 million in an equity investment in an unconsolidated entity also recorded within allowance on loans receivable and investments in our Consolidated Statements of Income.

•Deferred tax asset valuation allowance: During 2020, we concluded that it was not more likely than not that deferred tax assets (primarily US federal NOL carryforwards which begin to expire in 2032) would be realized based on our

cumulative loss in recent years for certain of our TRS entities. As a result, we recorded a valuation allowance of $56.4 million against these deferred tax assets on our Consolidated Balance Sheets with a corresponding charge to income tax benefit (expense) in our Consolidated Statements of Income.

Recently Adopted Accounting Standards

Recently Adopted Accounting Standards

In November 2021, the FASB issued Accounting Standards Update 2021-10, Disclosures by Business Entities about Government Assistance (“ASU 2021-10”), 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 did not have a material impact on our Consolidated Financial Statements.

Reclassifications

ReclassificationsCertain prior year amounts have been reclassified to conform to the current year presentation.

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ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 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):

	December 31, 2022				December 31, 2021
	Total Assets		Total Liabilities		Total Assets		Total Liabilities
NHP/PMB L.P.	$	741,890	$	252,518	$	749,834	$	251,352
Other identified VIEs	3,657,023		1,504,113		3,805,567		1,552,237
Tax credit VIEs	128,240		16,767		458,953		103,992

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CONCENTRATION OF CREDIT RISK (Tables)

12 Months Ended

Dec. 31, 2022

Risks and Uncertainties [Abstract]

Concentration risk for triple-net leased properties

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 Years Ended December 31,
	2022		2021		2020
Revenues (1):
Brookdale Senior Living (2)	3.6	%	3.9	%	4.4	%
Ardent	3.2		3.3		3.2
Kindred	3.2		3.8		3.5
NOI:
Brookdale Senior Living (2)	8.1	%	8.6	%	9.0	%
Ardent	7.1		7.4		6.6
Kindred	7.3		7.8		7.1

______________________________

(1)Total revenues include third party capital management revenues, income from loans and investments and interest and other income.

(2)2022, 2021 and 2020 results include $42.6 million, $42.6 million and $21.3 million, respectively, of amortization of up-front consideration received in 2020 from the Brookdale Lease.

Schedule of future contracted minimum rentals for all of triple-net and MOB leases

The following table sets forth the future contracted minimum rentals, excluding contingent rent escalations, but including straight-line rent adjustments where applicable, for all of our consolidated triple-net and office building leases as of December 31, 2022 (excluding properties classified as held for sale as of December 31, 2022, dollars in thousands):

	Brookdale Senior Living		Ardent		Kindred		Other		Total
2023	$	148,901	$	146,108	$	130,518	$	695,990	$	1,121,517
2024	148,674		146,108		130,518		645,622		1,070,922
2025	148,217		146,108		60,732		553,657		908,714
2026	—		145,580		25,839		483,536		654,955
2027	—		144,524		25,839		389,830		560,193
Thereafter	—		1,090,603		8,613		1,340,595		2,439,811
Total	$	445,792	$	1,819,031	$	382,059	$	4,109,230	$	6,756,112

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DISPOSITIONS AND IMPAIRMENTS (Tables)

12 Months Ended

Dec. 31, 2022

Discontinued Operations and Disposal Groups [Abstract]

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):

	December 31, 2022					December 31, 2021
	Number of Properties Held for Sale	Assets Held for Sale		Liabilities Held for Sale		Number of Properties Held for Sale	Assets Held for Sale		Liabilities Held for Sale
SHOP	3	$	44,852	$	5,675	2	$	24,964	$	9,321
Office operations	—	41		817		2	3,435		1,529
Triple-net leased properties	—	—		—		—	—		—
Total	3	$	44,893	$	6,492	4	$	28,399	$	10,850

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LOANS RECEIVABLE AND INVESTMENTS (Tables)

12 Months Ended

Dec. 31, 2022

Loans Receivable And Investments [Abstract]

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 December 31, 2022:
Secured/mortgage loans and other, net (1)	$	513,669	$	(20,000)	$	—	$	493,669	$	493,627
Government-sponsored pooled loan investments, net (2)	43,406		—		—		43,406		43,406
Total investments reported as secured loans receivable and investments, net	557,075		(20,000)		—		537,075		537,033
Non-mortgage loans receivable, net (3)	28,959		(4,621)		—		24,338		23,416
Total loans receivable and investments, net	$	586,034	$	(24,621)	$	—	$	561,413	$	560,449
As of December 31, 2021:
Secured/mortgage loans and other, net (1)	$	488,913	$	—	$	—	$	488,913	$	478,931
Government-sponsored pooled loan investments, net (2)	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 (3)	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)Includes the $486.1 million principal amount, cash-pay Santerre Mezzanine Loan, which is priced at LIBOR + 6.42% and secured by a pledge of equity interests in entities that hold a diverse pool of medical office, senior housing, skilled nursing and other healthcare assets. The Santerre Mezzanine loan has a current maturity date of June 9, 2023, subject to the borrower’s right to extend for one year,subject to satisfaction of certain conditions. The Santerre Mezzanine Loan is currently prepayable in whole or in part subject to satisfaction of certain financial and non-financial terms and conditions. Other included investments have contractual maturities in 2024 and 2027.

(2)Repaid at par in February 2023.

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

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INVESTMENT IN UNCONSOLIDATED ENTITIES (Tables)

12 Months Ended

Dec. 31, 2022

Equity Method Investments and Joint Ventures [Abstract]

Schedule of investments in unconsolidated subsidiaries

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

	Ownership (1)		Carrying Amount
	as of December 31,		as of December 31,
	2022	2021	2022		2021
Investment in unconsolidated real estate entities:
Ventas Life Science & Healthcare Real Estate Fund	21.0%	21.1%	$	263,979	$	267,475
Pension Fund Joint Venture	22.9%	22.9%	25,028		29,192
Research & Innovation Development Joint Venture	51.0%	51.0%	284,962		221,363
Ventas Investment Management Platform			573,969		518,030
Atrium Health & Wake Forest Joint Venture	48.5%	—%	5,403		—
All other (2)	34.0%-38.0%	34.0%-50.0%	577		5,435
Total investments in unconsolidated real estate entities			$	579,949	$	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.

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INTANGIBLES (Tables)

12 Months Ended

Dec. 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 December 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)	$	129,038	5.4	$	129,121	5.9
In-place and other lease intangibles (2)	1,217,152		8.0	1,240,626		7.2
Goodwill	1,044,415		N/A	1,046,140		N/A
Other intangibles (2)	34,404		5.6	34,517		6.5
Accumulated amortization	(1,061,305)		N/A	(944,403)		N/A
Net intangible assets	$	1,363,704	7.8	$	1,506,001	7.1
Intangible liabilities:
Below-market lease intangibles (1)	$	333,672	8.6	$	334,365	9.7
Other lease intangibles	13,498		N/A	13,608		N/A
Accumulated amortization	(258,639)		N/A	(244,975)		N/A
Purchase option intangibles	3,568		N/A	3,568		N/A
Net intangible liabilities	$	92,099	8.6	$	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

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

The following is a summary of the estimated net amortization related to these intangibles for each of the next five years (dollars in thousands):

	Estimated Net Amortization
2023	$	108,638
2024	56,615
2025	10,612
2026	6,912
2027	6,071

Schedule of Goodwill

The table below reflects the carrying amount of goodwill, by segment, as of December 31, 2022 (dollars in thousands):

	Goodwill
Office operations	$	464,561
Triple-net leased properties	320,372
SHOP	259,482
Total goodwill	$	1,044,415

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OTHER ASSETS (Tables)

12 Months Ended

Dec. 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 December 31,
	2022		2021
Straight-line rent receivables	$	187,536	$	176,877
Non-mortgage loans receivable, net	24,338		19,024
Stock warrants	23,621		48,884
Other intangibles, net	6,393		7,270
Investment in unconsolidated operating entities	95,363		73,602
Other	272,572		239,412
Total other assets	$	609,823	$	565,069

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SENIOR NOTES PAYABLE AND OTHER DEBT (Tables)

12 Months Ended

Dec. 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 December 31,
	2022		2021
Unsecured revolving credit facility (1)(2)	$	25,230	$	56,448
Commercial paper notes	403,000		280,000
Unsecured term loan due 2023	—		200,000
2.55% Senior Notes, Series D due 2023 (2)	202,967		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)	184,515		197,879
2.80% Senior Notes, Series E due 2024 (2)	442,837		474,909
Unsecured term loan due 2025 (2)	369,031		395,757
3.50% Senior Notes due 2025	600,000		600,000
2.65% Senior Notes due 2025	450,000		450,000
4.125% Senior Notes due 2026	500,000		500,000
3.25% Senior Notes due 2026	450,000		450,000
Unsecured term loan due 2027	500,000		—
2.45% Senior Notes, Series G due 2027 (2)	350,579		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)	221,419		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	2,436,443		2,431,831
Total	12,361,244		12,093,138
Deferred financing costs, net	(63,410)		(69,925)
Unamortized fair value adjustment	23,535		32,888
Unamortized discounts	(24,589)		(28,557)
Senior notes payable and other debt	$	12,296,780	$	12,027,544

______________________________

(1)As of December 31, 2022 and 2021, respectively, $3.7 million and $30.9 million of aggregate borrowings were denominated in Canadian dollars. Aggregate borrowings of $21.5 million and $25.6 million were denominated in British pounds as of December 31, 2022 and 2021, respectively.

(2)British Pound and Canadian Dollar debt obligations shown in US 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 December 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
2023	$	466,792	$	403,000	$	45,056	$	914,848
2024	1,691,862		—		39,657		1,731,519
2025	2,016,471		25,230		34,096		2,075,797
2026	1,049,404		—		27,498		1,076,902
2027	1,328,150		—		26,823		1,354,973
Thereafter	5,076,523		—		130,682		5,207,205
Total maturities	$	11,629,202	$	428,230	$	303,812	$	12,361,244

______________________________

(1)At December 31, 2022, we had $305.7 million of borrowings outstanding under our unsecured revolving credit facility and commercial paper program, net of $122.6 million of unrestricted cash and cash equivalents.

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FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)

12 Months Ended

Dec. 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 December 31, 2022				As of December 31, 2021
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Assets:
Cash and cash equivalents	$	122,564	$	122,564	$	149,725	$	149,725
Escrow deposits and restricted cash	48,181		48,181		46,872		46,872
Stock warrants (1)	23,621		23,621		48,884		48,884
Secured mortgage loans and other, net	493,669		493,627		488,913		478,931
Non-mortgage loans receivable, net (1)	24,338		23,416		19,024		19,039
Government-sponsored pooled loan investments, net	43,406		43,406		41,213		41,213
Derivative instruments (1)	24,316		24,316		1,128		1,128
Liabilities:
Senior notes payable and other debt, gross	12,361,244		11,493,824		12,093,138		12,891,937
Derivative instruments (2)	145		145		12,290		12,290
Redeemable OP Units	162,663		162,663		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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LONG-TERM COMPENSATION (Tables)

12 Months Ended

Dec. 31, 2022

Share-based Payment Arrangement [Abstract]

Summary of stock option activity

The following is a summary of stock option activity in 2022:

	Shares (000’s)	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)	Intrinsic Value ($000’s)
Outstanding as of December 31, 2021	3,761	$	61.63
Options granted	—	—
Options exercised	(157)	55.50
Options forfeited	—	—
Options expired	(30)	55.99
Outstanding as of December 31, 2022	3,574	61.95		3.1	$	—
Exercisable as of December 31, 2022	3,574	61.95		3.1	$	—

Summary of status of nonvested restricted stock and restricted stock units and changes during the year

The following is a summary of the status of our non-vested restricted stock and restricted stock units (including time-based and performance-based awards) as of December 31, 2022, and changes during the year ended December 31, 2022:

	Restricted Stock (000’s)	Weighted Average Grant Date Fair Value		Restricted Stock Units (000’s)	Weighted Average Grant Date Fair Value
Non-vested at December 31, 2021	448	$	50.96	1,047	$	52.84
Granted	43	55.52		449	57.07
Vested	(117)	51.15		(457)	57.66
Forfeited	(60)	51.14		(48)	68.19
Non-vested at December 31, 2022	314	51.47		991	52.13

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INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of tax treatment of distributions per common share

Our tax treatment of distributions per common share was as follows:

	For the Years Ended December 31,
	2022		2021		2020
Tax treatment of distributions:
Ordinary income	$	—	$	—	$	—
Qualified ordinary income	0.04906		0.00330		0.00696
199A qualified business income	1.75094		1.25274		2.14381
Long-term capital gain	—		0.16448		0.28450
Unrecaptured Section 1250 gain	—		0.37948		0.04973
Non-dividend distribution	—		—		—
Distribution reported for 1099-DIV purposes	1.80000		1.80000		2.48500
Add: Dividend declared in current year and taxable in following year	0.45000		0.45000		0.45000
Less: Dividend declared in prior year and taxable in current year	(0.45000)		(0.45000)		(0.79250)
Distribution declared per common share outstanding	$	1.80000	$	1.80000	$	2.14250

Schedule of provision (benefit) for income taxes

Our consolidated expense (benefit) for income taxes was as follows (dollars in thousands):

	For the Years Ended December 31,
	2022		2021		2020
Current - Federal	$	(2,257)	$	662	$	402
Current - State	2,662		2,116		2,107
Deferred - Federal	338		6,431		(56,835)
Deferred - State	1,310		72		(35,447)
Current - Foreign	3,217		3,439		2,929
Deferred - Foreign	(22,196)		(7,893)		(9,690)
Total	$	(16,926)	$	4,827	$	(96,534)

Schedule of reconciliation of income tax expense

A reconciliation of income tax expense and benefit, which is computed by applying the federal corporate tax rate for the years ended December 31, 2022, 2021 and 2020, to the income tax expense and benefit is as follows (dollars in thousands):

	For the Years Ended December 31,
	2022		2021		2020
Tax at statutory rate on earnings from continuing operations before unconsolidated entities, noncontrolling interest and income taxes	$	(19,733)	$	(34,127)	$	27,132
State income taxes, net of federal benefit	(5,411)		(8,256)		(1,967)
Change in valuation allowance from ordinary operations	53,117		59,572		86,359
Tax at statutory rate on earnings not subject to federal income taxes	(31,528)		(22,869)		(53,808)
Foreign rate differential and foreign taxes	123		4,405		3,342
Change in tax status of TRS	(1,961)		3,485		(150,287)
Other differences	(11,533)		2,617		(7,305)
Income tax (benefit) expense	$	(16,926)	$	4,827	$	(96,534)

Summary of tax effects of temporary differences and carryforwards included in the net deferred tax liabilities

The tax effects of temporary differences and carryforwards included in the net deferred tax liabilities are summarized as follows (dollars in thousands):

	As of December 31,
	2022		2021		2020
Property, primarily differences in depreciation and amortization, the tax basis of land assets and the treatment of interests and certain costs	$	(34,734)	$	(58,691)	$	(60,494)
Operating loss and interest deduction carryforwards	220,891		187,407		124,606
Expense accruals and other	16,723		21,628		10,516
Valuation allowance	(227,960)		(198,450)		(127,279)
Net deferred tax liabilities	$	(25,080)	$	(48,106)	$	(52,651)

Summary of activity related to unrecognized tax benefits

The following table summarizes the activity related to our unrecognized tax benefits (dollars in thousands):

	2022		2021
Balance as of January 1	$	6,082	$	6,057
Additions to tax positions related to prior years	2		29
Subtractions to tax positions related to prior years	(256)		(4)
Balance as of December 31	$	5,828	$	6,082

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COMMITMENTS AND CONTINGENCIES (Tables)

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Rental Payments for Operating Leases

The following table summarizes future minimum lease obligations under non-cancelable ground and other operating leases as of December 31, 2022 (dollars in thousands):

2023	$	21,369
2024	20,305
2025	15,960
2026	15,904
2027	15,198
Thereafter	572,204
Total undiscounted minimum lease payments	660,940
Less: imputed interest	(470,500)
Operating lease liabilities	$	190,440

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EARNINGS PER SHARE (Tables)

12 Months Ended

Dec. 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 Years Ended December 31,
	2022		2021		2020
Numerator for basic and diluted earnings per share:
(Loss) income from continuing operations	$	(40,931)	$	56,559	$	441,185
Net (loss) income	(40,931)		56,559		441,185
Net income attributable to noncontrolling interests	6,516		7,551		2,036
Net (loss) income attributable to common stockholders	$	(47,447)	$	49,008	$	439,149
Denominator:
Denominator for basic earnings per share—weighted average shares	399,549		382,785		373,368
Effect of dilutive securities:
Stock options	—		34		—
Restricted stock awards	390		365		171
OP unitholder interests	3,515		3,120		2,964
Denominator for diluted earnings per share—adjusted weighted average shares	403,454		386,304		376,503
Basic earnings per share:
(Loss) income from continuing operations	$	(0.10)	$	0.15	$	1.18
Net (loss) income attributable to common stockholders	(0.12)		0.13		1.18
Diluted earnings per share: (1)
(Loss) income from continuing operations	$	(0.10)	$	0.15	$	1.17
Net (loss) income attributable to common stockholders	(0.12)		0.13		1.17

______________________________

(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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PERMANENT AND TEMPORARY EQUITY (Tables)

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Schedule of Accumulated Other Comprehensive Income

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

	As of December 31,
	2022		2021
Foreign currency translation loss	$	(60,364)	$	(56,227)
Unrealized (loss) gain on available for sale securities	—		1,836
Unrealized gain (loss) on derivative instruments	23,564		(10,129)
Total accumulated other comprehensive loss	$	(36,800)	$	(64,520)

Redeemable OP Unitholder and Noncontrolling Interest

The following is a roll-forward of our redeemable OP unitholder and noncontrolling interests for 2022 (dollars in thousands):

	Redeemable OP Unitholder Interests		Redeemable Noncontrolling Interests		Total Redeemable OP Unitholder and Noncontrolling Interests
Balance as of December 31, 2021	$	182,112	$	98,171	$	280,283
New issuances	—		8,491		8,491
Change in fair value	(11,480)		(4,675)		(16,155)
Dispositions	—		—		—
Distributions and other	(6,276)		—		(6,276)
Redemptions	(1,693)		—		(1,693)
Balance as of December 31, 2022	$	162,663	$	101,987	$	264,650

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SEGMENT INFORMATION (Tables)

12 Months Ended

Dec. 31, 2022

Segment Reporting [Abstract]

Reconciliation of Operating Profit (Loss) from Segments to Consolidated

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

	For the Year Ended December 31, 2022
	SHOP		Office Operations		Triple-Net Leased Properties		Non-Segment		Total
Revenues:
Rental income	$	—	$	801,159	$	598,154	$	—	$	1,399,313
Resident fees and services	2,651,886		—		—		—		2,651,886
Third party capital management revenues	—		2,448		—		23,751		26,199
Income from loans and investments	—		—		—		48,160		48,160
Interest and other income	—		—		—		3,635		3,635
Total revenues	$	2,651,886	$	803,607	$	598,154	$	75,546	$	4,129,193
Total revenues	$	2,651,886	$	803,607	$	598,154	$	75,546	$	4,129,193
Less:
Interest and other income	—		—		—		3,635		3,635
Property-level operating expenses	2,004,420		257,003		15,301		—		2,276,724
Third party capital management expenses	—		—		—		6,194		6,194
NOI	$	647,466	$	546,604	$	582,853	$	65,717	1,842,640
Interest and other income									3,635
Interest expense									(467,557)
Depreciation and amortization									(1,197,798)
General, administrative and professional fees									(144,874)
Loss on extinguishment of debt, net									(581)
Transaction expenses and deal costs									(51,577)
Allowance on loans receivable and investments									(19,757)
Other									(58,268)
Income from unconsolidated entities									28,500
Gain on real estate dispositions									7,780
Income tax benefit									16,926
Loss from continuing operations									(40,931)
Net loss									(40,931)
Net income attributable to noncontrolling interests									6,516
Net loss attributable to common stockholders									$	(47,447)

	For the Year Ended December 31, 2021
	SHOP		Office Operations		Triple-Net Leased Properties		Non-Segment		Total
Revenues:
Rental income	$	—	$	794,297	$	653,823	$	—	$	1,448,120
Resident fees and services	2,270,001		—		—		—		2,270,001
Third party capital management revenues	—		8,384		—		11,712		20,096
Income from loans and investments	—		—		—		74,981		74,981
Interest and other income	—		—		—		14,809		14,809
Total revenues	$	2,270,001	$	802,681	$	653,823	$	101,502	$	3,828,007
Total revenues	$	2,270,001	$	802,681	$	653,823	$	101,502	$	3,828,007
Less:
Interest and other income	—		—		—		14,809		14,809
Property-level operating expenses	1,811,728		257,001		15,335		—		2,084,064
Third party capital management expenses	—		1,798		—		2,635		4,433
NOI	$	458,273	$	543,882	$	638,488	$	84,058	1,724,701
Interest and other income									14,809
Interest expense									(440,089)
Depreciation and amortization									(1,197,403)
General, administrative and professional fees									(129,758)
Loss on extinguishment of debt, net									(59,299)
Transaction expenses and deal costs									(47,318)
Allowance on loans receivable and investments									9,082
Other									(37,110)
Income from unconsolidated entities									4,983
Gain on real estate dispositions									218,788
Income tax expense									(4,827)
Income from continuing operations									56,559
Net income									56,559
Net income attributable to noncontrolling interests									7,551
Net income attributable to common stockholders									$	49,008

	For the Year Ended December 31, 2020
	SHOP		Office Operations		Triple-Net Leased Properties		Non-Segment		Total
Revenues:
Rental income	$	—	$	799,627	$	695,265	$	—	$	1,494,892
Resident fees and services	2,197,160		—		—		—		2,197,160
Third party capital management revenues	—		8,675		—		6,516		15,191
Income from loans and investments	—		—		—		80,505		80,505
Interest and other income	—		—		—		7,609		7,609
Total revenues	$	2,197,160	$	808,302	$	695,265	$	94,630	$	3,795,357
Total revenues	$	2,197,160	$	808,302	$	695,265	$	94,630	$	3,795,357
Less:
Interest and other income	—		—		—		7,609		7,609
Property-level operating expenses	1,658,671		256,612		22,160		—		1,937,443
Third party capital management expenses	—		2,315		—		—		2,315
NOI	$	538,489	$	549,375	$	673,105	$	87,021	1,847,990
Interest and other income									7,609
Interest expense									(469,541)
Depreciation and amortization									(1,109,763)
General, administrative and professional fees									(130,158)
Loss on extinguishment of debt, net									(10,791)
Transaction expenses and deal costs									(29,812)
Allowance on loans receivable and investments									(24,238)
Other									(707)
Income from unconsolidated entities									1,844
Gain on real estate dispositions									262,218
Income tax benefit									96,534
Income from continuing operations									441,185
Net income									441,185
Net income attributable to noncontrolling interests									2,036
Net income attributable to common stockholders									$	439,149

Reconciliation of Assets from Segment to Consolidated

Assets by reportable business segment are as follows (dollars in thousands):

	As of December 31,
Assets:	2022				2021
SHOP	$	12,369,218	51.2	%	$	12,811,611	51.8	%
Office operations	6,558,416		27.1		6,341,888		25.7
Triple-net leased properties	4,272,303		17.7		4,578,534		18.5
Non-segment	957,903		4.0		985,753		4.0
Total assets	$	24,157,840	100.0	%	$	24,717,786	100.0	%

Segment Reporting Information Expenditures for Additions to Long-Lived Assets

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

	For the Years Ended December 31,
Capital expenditures:	2022		2021		2020
SHOP	$	423,420	$	1,463,551	$	191,891
Office operations	472,662		245,546		372,475
Triple-net leased properties	4,614		92,924		42,930
Total capital expenditures	$	900,696	$	1,802,021	$	607,296

Long-lived Assets by Geographic Areas

	As of December 31,
Net real estate property:	2022		2021
United States	$	18,168,224	$	18,562,738
Canada	2,782,350		3,007,008
United Kingdom	209,876		247,092
Total net real estate property	$	21,160,450	$	21,816,838

Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas

Geographic information regarding our operations is as follows (dollars in thousands):

	For the Years Ended December 31,
Revenues:	2022		2021		2020
United States	$	3,652,327	$	3,363,197	$	3,381,357
Canada	449,091		434,862		389,205
United Kingdom	27,775		29,948		24,795
Total revenues	$	4,129,193	$	3,828,007	$	3,795,357

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DESCRIPTION OF BUSINESS (Details)	12 Months Ended
	Dec. 31, 2022 segment tenant property	Dec. 31, 2021 segment	Dec. 31, 2020 segment
Real estate properties
Number of reportable segments | segment	3	3	3
Number of real estate properties	1,300
Office operations
Real estate properties
Number of real estate properties	376
Brookdale Senior Living
Real estate properties
Number of real estate properties	121
Concentration risk, number of tenants | tenant	3
Ardent
Real estate properties
Number of real estate properties	30
Kindred
Real estate properties
Number of real estate properties	29
Triple-net leased properties
Real estate properties
Number of real estate properties	326
Senior Housing
Real estate properties
Number of independent third party managed properties	553

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ACCOUNTING POLICIES - Schedule of VIEs (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Variable Interest Entity [Line Items]
Total Assets	$ 24,157,840	$ 24,717,786
Total Liabilities	13,671,513	13,491,743
Variable Interest Entity, Primary Beneficiary | NHP/PMB L.P.
Variable Interest Entity [Line Items]
Total Assets	741,890	749,834
Total Liabilities	252,518	251,352
Variable Interest Entity, Primary Beneficiary | Other identified VIEs
Variable Interest Entity [Line Items]
Total Assets	3,657,023	3,805,567
Total Liabilities	1,504,113	1,552,237
Variable Interest Entity, Primary Beneficiary | Tax credit VIEs
Variable Interest Entity [Line Items]
Total Assets	128,240	458,953
Total Liabilities	$ 16,767	$ 103,992

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ACCOUNTING POLICIES - Redeemable OP Unitholder and Noncontrolling Interests (Details) shares in Millions, $ in Millions	12 Months Ended
	Dec. 31, 2022 USD ($) shares	Dec. 31, 2021 USD ($)
Redeemable OP Unitholder Interests [Line Items]
Redeemable OP Unitholder interests | $	$ 162.7	$ 182.1
NHP/PMB L.P.
Redeemable OP Unitholder Interests [Line Items]
Unit conversion factor for common stock	0.9051
Capital Unit, Class A | LImited Partner | NHP/PMB L.P.
Redeemable OP Unitholder Interests [Line Items]
Limited partners' units outstanding	3.9
Capital Unit, Class A | LImited Partner | NHP/PMB L.P. | NHP/PMB L.P.
Redeemable OP Unitholder Interests [Line Items]
Percentage of ownership interest on total units outstanding	34.00%
Capital Unit, Class B | Redeemable OP Unitholder Interests | NHP/PMB L.P.
Redeemable OP Unitholder Interests [Line Items]
General partner's units outstanding	7.6
Capital Unit, Class B | Redeemable OP Unitholder Interests | NHP/PMB L.P. | NHP/PMB L.P.
Redeemable OP Unitholder Interests [Line Items]
Percentage of ownership interest on total units outstanding	66.00%

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ACCOUNTING POLICIES - Accounting for Historic and New Markets Tax Credits (Details)	Dec. 31, 2022 property
Real Estate [Line Items]
Number of real estate properties	1,300
Maximum of qualified investment potentially received as new market tax credit	39.00%
Amount of recapture new market tax credits are subject to until the end of the seventh year following the qualified investment	100.00%
Amount of recapture per year historic tax credits are subject to one year after completion of project	20.00%
Real Estate Properties That Qualify For Certain Tax Credits
Real Estate [Line Items]
Number of real estate properties	3

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ACCOUNTING POLICIES - Accounting for Real Estate Acquisitions (Details)	12 Months Ended
	Dec. 31, 2022
Building
Business Acquisition [Line Items]
Estimated remaining life	35 years

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ACCOUNTING POLICIES - Deferred Financing Costs (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Amortization of debt issuance costs	$ 18.2	$ 19.7	$ 23.0

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ACCOUNTING POLICIES - Fair Value of Financial Instruments (Details) - Mortgage-backed Securities, Issued by Private Enterprises $ in Millions		12 Months Ended
	Jun. 07, 2019 extensionOptions	Dec. 31, 2022 USD ($) extensionOptions	Dec. 31, 2021 USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Allowance		$ 20.0
Cash-pay mezzanine loan		486.1	$ 486.1
Loan interest income		$ 40.0
Term	5 years
Number of extension options | extensionOptions	3	3
Extension term on mezzanine loan	1 year	1 year	1 year
Number of extension options exercised | extensionOptions		2
London Interbank Offered Rate (LIBOR)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Variable rate spread on mezzanine loan		0.0642	0.0642
Santerre Senior Loan
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Principal amount of debt		$ 1,000.0
Santerre Senior Loan | Borrower
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Principal amount of debt		$ 1,500.0
Santerre Senior Loan | London Interbank Offered Rate (LIBOR)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, basis spread on variable rate		1.84%
Santerre Senior Loan | London Interbank Offered Rate (LIBOR) | Borrower
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, basis spread on variable rate		3.36%

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ACCOUNTING POLICIES - Revenue Recognition (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Revenue from Contract with Customer [Abstract]
Straight-line rent receivables, net	$ 187,536	$ 176,877

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ACCOUNTING POLICIES - Segments (Details) - segment	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Number of reportable segments	3	3	3

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ACCOUNTING POLICIES - Government Assistance (Details) - COVID-19 Impact - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Government Grants [Line Items]
HHS Grants Received of Provider Relief Fund	$ 54.2	$ 15.4	$ 35.1
Other Government Grants Received of Provider Relief Fund	$ 10.5

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ACCOUNTING POLICIES - COVID-19 Assessment (Details) - USD ($)	1 Months Ended	3 Months Ended	12 Months Ended
	Jun. 30, 2020	Dec. 31, 2020	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Unusual or Infrequent Item, or Both [Line Items]
Net real estate investments			$ 22,277,474,000	$ 22,870,429,000
Valuation allowance		$ 127,279,000	227,960,000	198,450,000	$ 127,279,000
COVID-19 Impact
Unusual or Infrequent Item, or Both [Line Items]
COVID-19 related charges			$ 0	$ 0
Adjustments to rental income					74,600,000
Real estate impairments related to natural disasters					$ 126,500,000
Percentage of net real estate properties impaired					1.00%
Credit loss charges		34,700,000
Principal payment on previously reserved loans		10,500,000			$ 10,500,000
Impairment recognized	$ 10,700,000				10,700,000
Valuation allowance		56,400,000			56,400,000
COVID-19 Impact | Fair Value
Unusual or Infrequent Item, or Both [Line Items]
Net real estate investments		$ 239,900,000			$ 239,900,000

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CONCENTRATION OF CREDIT RISK - Narrative (Details)	12 Months Ended
	Dec. 31, 2022 province state
Customer Concentration Risk
Concentration Risk [Line Items]
Continuing revenues and NOI from properties located in California	10.00%
Customer Concentration Risk | CALIFORNIA
Concentration Risk [Line Items]
Number of states accounting for more than ten percent of revenues and net operating income	1
Customer Concentration Risk | Total Gross Book Value of Properties | Hospitals, Medical Office Building and other
Concentration Risk [Line Items]
Percentage of real estate investments based on gross book value (as a percent)	33.70%
Customer Concentration Risk | Total Gross Book Value of Properties | Triple-net leased properties | Senior Housing
Concentration Risk [Line Items]
Percentage of real estate investments based on gross book value (as a percent)	12.40%
Customer Concentration Risk | Total Gross Book Value of Properties | SHOP | Senior Housing
Concentration Risk [Line Items]
Percentage of real estate investments based on gross book value (as a percent)	53.90%
Customer Concentration Risk | Total Gross Book Value of Properties | Atria
Concentration Risk [Line Items]
Percentage of real estate investments based on gross book value (as a percent)	26.00%
Customer Concentration Risk | Total Gross Book Value of Properties | Sunrise
Concentration Risk [Line Items]
Percentage of real estate investments based on gross book value (as a percent)	9.80%
Customer Concentration Risk | Total Gross Book Value of Properties | Brookdale Senior Living
Concentration Risk [Line Items]
Percentage of real estate investments based on gross book value (as a percent)	7.80%
Customer Concentration Risk | Total Gross Book Value of Properties | Ardent
Concentration Risk [Line Items]
Percentage of real estate investments based on gross book value (as a percent)	5.30%
Customer Concentration Risk | Total Gross Book Value of Properties | Kindred
Concentration Risk [Line Items]
Percentage of real estate investments based on gross book value (as a percent)	0.80%
Geographic Concentration Risk
Concentration Risk [Line Items]
Number of US states in which entity operates	47
Geographic Concentration Risk | Canada
Concentration Risk [Line Items]
Number of provinces in which the company operates | province	7

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CONCENTRATION OF CREDIT RISK - Triple-Net Leased Properties (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Real estate properties
Other noncash expense	$ (52,489)	$ (26,404)	$ 779
Brookdale Senior Living
Real estate properties
Other noncash expense	$ (42,600)	$ (42,600)	$ (21,300)
Customer Concentration Risk | Revenues | Brookdale Senior Living
Real estate properties
Concentration risk	3.60%	3.90%	4.40%
Customer Concentration Risk | Revenues | Ardent
Real estate properties
Concentration risk	3.20%	3.30%	3.20%
Customer Concentration Risk | Revenues | Kindred
Real estate properties
Concentration risk	3.20%	3.80%	3.50%
Customer Concentration Risk | NOI: | Brookdale Senior Living
Real estate properties
Concentration risk	8.10%	8.60%	9.00%
Customer Concentration Risk | NOI: | Ardent
Real estate properties
Concentration risk	7.10%	7.40%	6.60%
Customer Concentration Risk | NOI: | Kindred
Real estate properties
Concentration risk	7.30%	7.80%	7.10%

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CONCENTRATION OF CREDIT RISK - Minimum Rents (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Concentration Risk [Line Items]
2023	$ 1,121,517
2024	1,070,922
2025	908,714
2026	654,955
2027	560,193
Thereafter	2,439,811
Total	6,756,112
Brookdale Senior Living
Concentration Risk [Line Items]
2023	148,901
2024	148,674
2025	148,217
2026	0
2027	0
Thereafter	0
Total	445,792
Ardent
Concentration Risk [Line Items]
2023	146,108
2024	146,108
2025	146,108
2026	145,580
2027	144,524
Thereafter	1,090,603
Total	1,819,031
Kindred
Concentration Risk [Line Items]
2023	130,518
2024	130,518
2025	60,732
2026	25,839
2027	25,839
Thereafter	8,613
Total	382,059
Other
Concentration Risk [Line Items]
2023	695,990
2024	645,622
2025	553,657
2026	483,536
2027	389,830
Thereafter	1,340,595
Total	$ 4,109,230

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CONCENTRATION OF CREDIT RISK - Kindred Lease (Details)	Dec. 31, 2022 renewalOption property
Concentration Risk [Line Items]
Number of real estate properties	1,300
Kindred
Concentration Risk [Line Items]
Number of real estate properties	29
Kindred | Long-Term Acute Care Facilities | Triple-net leased properties
Concentration Risk [Line Items]
Number of real estate properties	29
Kindred | Long-Term Acute Care Facilities | Triple-net leased properties | Renewal Group One
Concentration Risk [Line Items]
Number of real estate properties	6
Number of renewal extensions | renewalOption	2
Renewal term	5 years
Kindred | Long-Term Acute Care Facilities | Triple-net leased properties | Renewal Group Two
Concentration Risk [Line Items]
Number of real estate properties	23
Kindred | Long-Term Acute Care Facilities | Triple-net leased properties | Renewal Group Two - Escalated Rent
Concentration Risk [Line Items]
Number of renewal extensions | renewalOption	1
Renewal term	5 years
Kindred | Long-Term Acute Care Facilities | Triple-net leased properties | Renewal Group Two - Greater of Escalated Rent And Fair Market Rent
Concentration Risk [Line Items]
Number of renewal extensions | renewalOption	2
Renewal term	5 years

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CONCENTRATION OF CREDIT RISK - Brookdale Transactions (Details) $ / shares in Units, $ in Thousands, shares in Millions	Dec. 31, 2022 USD ($) property $ / shares shares	Dec. 31, 2021 USD ($)	Jul. 31, 2020 USD ($) senior_housing $ / shares shares
Concentration Risk [Line Items]
Cash and cash equivalents	$ 122,564	$ 149,725
Non-mortgage loans receivable, net	24,338	19,024
Stock warrants	$ 23,621	48,884
Annual escalators percentage			3.00%
Number of real estate properties | property	1,300
Secured/mortgage loans and other, net
Concentration Risk [Line Items]
repayment of loan	$ 513,669	$ 488,913
Brookdale Senior Living
Concentration Risk [Line Items]
Cash and cash equivalents			$ 162,000
Non-mortgage loans receivable, net			45,000
Stock warrants			$ 28,000
Shares of common stock (in shares) | shares	16.3		16.3
Exercise price (usd per share) | $ / shares	$ 3.00		$ 3.00
Brookdale Senior Living | Secured/mortgage loans and other, net
Concentration Risk [Line Items]
repayment of loan			$ 78,000
Brookdale Senior Living | Collateral Pledged
Concentration Risk [Line Items]
Number of real estate properties | senior_housing			5
Brookdale Senior Living | Transfer Of Lease Deposit To Cash
Concentration Risk [Line Items]
Cash and cash equivalents			$ 47,000
Brookdale Senior Living | Up-front Payment Arrangement
Concentration Risk [Line Items]
Up-front consideration			$ 235,000

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CONCENTRATION OF CREDIT RISK - Holiday Transaction (Details) $ in Thousands	1 Months Ended
	Apr. 30, 2020 USD ($) senior_housing	Dec. 31, 2022 USD ($) property	Dec. 31, 2021 USD ($)
Concentration Risk [Line Items]
Number of real estate properties | property		1,300
Cash and cash equivalents		$ 122,564	$ 149,725
Secured/mortgage loans and other, net
Concentration Risk [Line Items]
repayment of loan		$ 513,669	$ 488,913
Holiday Management Company Member
Concentration Risk [Line Items]
Number of real estate properties | senior_housing	26
Triple-net leased rental income	$ 50,200
Cash and notes received	99,800
Write-off of accumulated straight-line receivable	49,600
Holiday Management Company Member | Secured/mortgage loans and other, net
Concentration Risk [Line Items]
repayment of loan	66,000
Holiday Management Company Member | Transfer Of Lease Deposit To Cash
Concentration Risk [Line Items]
Cash and cash equivalents	$ 33,800

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CONCENTRATION OF CREDIT RISK - Senior Housing Operating Portfolio (Details) - property	Dec. 31, 2022	Jul. 30, 2021
Concentration Risk [Line Items]
Number of real estate properties	1,300
Consolidated Seniors Housing Communities
Concentration Risk [Line Items]
Number of independent third party managed properties	544
Atria and Sunrise | Senior Housing
Concentration Risk [Line Items]
Number of independent third party managed properties	334
Holiday Retirement [Member] | Senior Living Communities, Operations to be Transitioned
Concentration Risk [Line Items]
Number of independent third party managed properties	91	26
Atria | Senior Housing
Concentration Risk [Line Items]
Number of independent third party managed properties	242
Experienced Operators | Senior Living Communities, Operations to be Transitioned
Concentration Risk [Line Items]
Number of real estate properties	90
Sunrise | Senior Living Communities, Operations to be Transitioned
Concentration Risk [Line Items]
Number of independent third party managed properties	92

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ACQUISITION OF REAL ESTATE PROPERTY - 2022 Acquisitions (Details) $ in Millions	12 Months Ended
	Dec. 31, 2022 USD ($) property
Business Acquisition [Line Items]
Value of assets acquired | $	$ 453.2
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
Research And Innovation 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	2

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ACQUISITION OF REAL ESTATE PROPERTY - 2021 Acquisitions (Details) $ in Millions		12 Months Ended
	Sep. 21, 2021 USD ($) shares	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($) property
Business Acquisition [Line Items]
Value of assets acquired		$ 453.2
New Senior Investment Group Inc. Acquisition
Business Acquisition [Line Items]
Payments for asset acquisitions	$ 2,300.0
Value of assets acquired	$ 2,400.0
Number of shares issued in transaction (in shares) | shares	13,300,000
Number of shares issued for each acquiree share | shares	0.1561
Mortgage debt assumed in transaction	$ 482.5
Cash paid for transaction at closing	$ 1,100.0
New Senior Investment Group Inc. Acquisition | SHOP
Business Acquisition [Line Items]
Number of real estate properties acquired | property			102
New Senior Investment Group Inc. Acquisition | Triple-net leased properties
Business Acquisition [Line Items]
Number of real estate properties acquired | property			1
Canadian Senior Housing Community And Behavior Health Center Acquisition
Business Acquisition [Line Items]
Value of assets acquired			$ 240.7
Number of real estate properties acquired | property			6

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ACQUISITION OF REAL ESTATE PROPERTY - 2020 Acquisitions (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) property	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($) property
Business Acquisition [Line Items]
Number of real estate properties	1,300
Payments to acquire real estate | $	$ 446,628	$ 1,369,052	$ 78,648
2020 Acquisitions
Business Acquisition [Line Items]
Payments to acquire real estate | $			$ 249,500
Office operations
Business Acquisition [Line Items]
Number of real estate properties	376
Office operations | Research and Innovation Center
Business Acquisition [Line Items]
Number of real estate properties acquired			2
SHOP | 2020 Acquisitions
Business Acquisition [Line Items]
Number of real estate properties			7
Triple-net leased properties | LTAC | 2020 Acquisitions
Business Acquisition [Line Items]
Number of real estate properties			1

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ACQUISITION OF REAL ESTATE PROPERTY - 2023 Acquisitions (Details) $ in Millions	12 Months Ended
	Dec. 31, 2022 USD ($)
Business Combination and Asset Acquisition [Abstract]
Value of assets acquired	$ 453.2

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DISPOSITIONS AND IMPAIRMENTS - 2022 Dispositions Activity (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) property	Dec. 31, 2021 USD ($) property	Dec. 31, 2020 USD ($) property
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of real estate properties	1,300
Proceeds from real estate disposals | $	$ 112,926	$ 840,438	$ 1,044,357
Gain on real estate dispositions | $			262,200
Dispositions
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from real estate disposals | $	115,100	859,700
Gain on real estate dispositions | $	$ 7,800	$ 218,800	$ 23,400
Seniors Housing Communities | Dispositions
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of real estate properties	7
Medical Office Buildings | Dispositions
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of real estate properties	2	34	4
Triple-net leased properties
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of real estate properties	326
Triple-net leased properties | Dispositions
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of real estate properties	3	8	22
Land | Dispositions
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of real estate properties	1
Building | Dispositions
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of real estate properties	1

XML

DISPOSITIONS AND IMPAIRMENTS - 2021 Dispositions Activity (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) property	Dec. 31, 2021 USD ($) property	Dec. 31, 2020 USD ($) property
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of real estate properties	1,300
Proceeds from real estate disposals | $	$ 112,926	$ 840,438	$ 1,044,357
Gain on real estate dispositions | $			262,200
Dispositions
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from real estate disposals | $	115,100	859,700
Gain on real estate dispositions | $	$ 7,800	$ 218,800	$ 23,400
Medical Office Buildings | Dispositions
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of real estate properties	2	34	4
Triple-net leased properties
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of real estate properties	326
Triple-net leased properties | Dispositions
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of real estate properties	3	8	22
SHOP | Dispositions
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of real estate properties		23	4

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DISPOSITIONS AND IMPAIRMENTS - 2020 Dispositions Activity (Details) $ in Thousands	1 Months Ended		12 Months Ended
	Oct. 31, 2020 USD ($)	Mar. 31, 2020 USD ($) property	Dec. 31, 2022 USD ($) property	Dec. 31, 2021 USD ($) property	Dec. 31, 2020 USD ($) property senior_housing	Oct. 30, 2020
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain on real estate dispositions					$ 262,200
Number of real estate properties | property			1,300
Proceeds from real estate disposals			$ 112,926	$ 840,438	1,044,357
The Fund
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain on real estate dispositions		$ 225,100
Proceeds from real estate disposals		$ 620,000
Ownership interests		21.00%
Research and Innovation Center | GIC JV Project
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain on real estate dispositions	$ 13,700
Ownership interests						50.00%
Research and Innovation Center | GIC JV Project | R&I JV
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Ownership interest						45.00%
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			326
Dispositions
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain on real estate dispositions			$ 7,800	218,800	$ 23,400
Proceeds from real estate disposals			$ 115,100	$ 859,700
land parcels sold | senior_housing					1
Proceeds from sale of real estate					$ 249,600
Dispositions | The Fund
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of real estate properties | property		6
Dispositions | The Fund | Same Campus
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of real estate properties | property		2
Dispositions | Medical Office Buildings
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of real estate properties | property			2	34	4
Dispositions | SHOP
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of real estate properties | property				23	4
Dispositions | 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			3	8	22

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DISPOSITIONS AND IMPAIRMENTS - Assets Held For Sale and Impairment (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) property	Dec. 31, 2021 USD ($) property	Dec. 31, 2020 USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Assets Held for Sale	$ 44,893	$ 28,399
Liabilities Held for Sale	6,492	10,850
SHOP
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Assets Held for Sale	44,852	24,964
Liabilities Held for Sale	5,675	9,321
Office operations
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Assets Held for Sale	41	3,435
Liabilities Held for Sale	817	1,529
Triple-net leased properties
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Assets Held for Sale	0	0
Liabilities Held for Sale	$ 0	$ 0
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	3	4
Disposal Group, Held-for-sale, Not Discontinued Operations | SHOP
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of Properties Held for Sale | property	3	2
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	0	2
Disposal Group, Held-for-sale, Not Discontinued Operations | Triple-net leased properties
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of Properties Held for Sale | property	0	0
Depreciation and amortization
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Real estate impairments related to natural disasters	$ 107,800	$ 219,400	$ 153,800

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LOANS RECEIVABLE AND INVESTMENTS - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Loans Receivable And Investments [Abstract]
Net loans receivable and investments relating to properties	$ 561,413	$ 549,150

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LOANS RECEIVABLE AND INVESTMENTS - Schedule of Loans Receivable and Investments (Details) $ in Thousands		12 Months Ended
	Jun. 07, 2019	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Accounts, Notes, Loans and Financing Receivable [Line Items]
Allowance		$ (24,621)	$ (5,394)
Non-mortgage loans receivable, net		24,338	19,024
Secured loans, unsecured loans, and other available-for-sale securities, amortized cost		586,034	552,707
Secured loans, unsecured loans, and other available-for-sale securities, unrealized gain		0	1,836
Total loans receivable and investments, net		561,413	549,150
Secured loans, unsecured loans, and other available-for-sale securities, fair value		560,449	539,183
Non-mortgage loans receivable, net
Accounts, Notes, Loans and Financing Receivable [Line Items]
Allowance		(4,621)	(5,394)
Non-mortgage loans receivable, amortized cost		28,959	24,418
Non-mortgage loans receivable, net, unrealized gain		0	0
Non-mortgage loans receivable, net		24,338	19,024
Non-mortgage loans receivable, fair value		23,416	19,039
Secured/mortgage loans and other, net
Accounts, Notes, Loans and Financing Receivable [Line Items]
Held-to-maturity securities, amortized cost		513,669	488,913
Allowance		(20,000)	0
Held-to-maturity securities, unrealized gain		0	0
Held-to-maturity securities, carrying amount		493,669
Held-to-maturity securities, fair value		493,627	478,931
Government-sponsored pooled loan investments, net
Accounts, Notes, Loans and Financing Receivable [Line Items]
Allowance		0	0
Available-for-sale securities, amortized cost		43,406	39,376
Available-for-sale securities, unrealized gain (loss)		0	1,836
Available-for-sale securities		43,406	41,213
Total investments reported as secured loans receivable and investments, net
Accounts, Notes, Loans and Financing Receivable [Line Items]
Allowance		(20,000)	0
Available-for-sale securities, unrealized gain (loss)		0	1,836
Debt securities, available-for-sale and held-to-maturity, amortized cost		557,075	528,289
Debt securities, available-for-sale and held-to-maturity, carrying amount		537,075	530,126
Debt securities, available-for-sale and held-to-maturity, fair value		537,033	520,144
Mortgage-backed Securities, Issued by Private Enterprises
Accounts, Notes, Loans and Financing Receivable [Line Items]
Cash-pay mezzanine loan		$ 486,100	$ 486,100
Extension term on mezzanine loan	1 year	1 year	1 year
Mortgage-backed Securities, Issued by Private Enterprises | London Interbank Offered Rate (LIBOR)
Accounts, Notes, Loans and Financing Receivable [Line Items]
Variable rate spread on mezzanine loan		0.0642	0.0642

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LOANS RECEIVABLE AND INVESTMENTS - 2022 Activity (Details) $ in Millions		12 Months Ended
	Jun. 07, 2019 extensionOptions	Dec. 31, 2022 USD ($) extensionOptions	Dec. 31, 2021 USD ($)
Mortgage-backed Securities, Issued by Private Enterprises
Accounts, Notes, Loans and Financing Receivable [Line Items]
Allowance		$ 20.0
Cash-pay mezzanine loan		$ 486.1	$ 486.1
Term	5 years
Number of extension options | extensionOptions	3	3
Extension term on mezzanine loan	1 year	1 year	1 year
Number of extension options exercised | extensionOptions		2
Mortgage-backed Securities, Issued by Private Enterprises | Santerre Senior Loan
Accounts, Notes, Loans and Financing Receivable [Line Items]
Principal amount of debt		$ 1,000.0
Mortgage-backed Securities, Issued by Private Enterprises | Santerre Senior Loan | Borrower
Accounts, Notes, Loans and Financing Receivable [Line Items]
Principal amount of debt		$ 1,500.0
Mortgage-backed Securities, Issued by Private Enterprises | London Interbank Offered Rate (LIBOR)
Accounts, Notes, Loans and Financing Receivable [Line Items]
Variable rate spread on mezzanine loan		0.0642	0.0642
Mortgage-backed Securities, Issued by Private Enterprises | London Interbank Offered Rate (LIBOR) | Santerre Senior Loan
Accounts, Notes, Loans and Financing Receivable [Line Items]
Debt instrument, basis spread on variable rate		1.84%
Mortgage-backed Securities, Issued by Private Enterprises | London Interbank Offered Rate (LIBOR) | Santerre Senior Loan | Borrower
Accounts, Notes, Loans and Financing Receivable [Line Items]
Debt instrument, basis spread on variable rate		3.36%
Secured Debt Financing
Accounts, Notes, Loans and Financing Receivable [Line Items]
Principal amount of debt		$ 29.1
Secured Debt Financing | Minimum
Accounts, Notes, Loans and Financing Receivable [Line Items]
Term		2 years
Secured Debt Financing | Maximum
Accounts, Notes, Loans and Financing Receivable [Line Items]
Term		5 years
Secured Debt Financing | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Minimum
Accounts, Notes, Loans and Financing Receivable [Line Items]
Debt instrument, basis spread on variable rate		3.75%
Secured Debt Financing | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Maximum
Accounts, Notes, Loans and Financing Receivable [Line Items]
Debt instrument, basis spread on variable rate		5.00%

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LOANS RECEIVABLE AND INVESTMENTS - 2021 Activity (Details) $ in Thousands	1 Months Ended				3 Months Ended	12 Months Ended
	Oct. 31, 2021 USD ($)	Jul. 31, 2021 USD ($)	Apr. 30, 2021 USD ($)	Mar. 31, 2021 USD ($)	Mar. 31, 2021 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2022 USD ($)
Accounts, Notes, Loans and Financing Receivable [Line Items]
Unrealized (loss) gain on available for sale securities						$ 1,836	$ 0
Full Repayments on Loans Receivable
Accounts, Notes, Loans and Financing Receivable [Line Items]
Proceeds from collection of loans receivable					$ 16,500
Gain on redemption					1,000
Unrealized (loss) gain on available for sale securities						$ 1,200
Weighted average interest rate						8.30%
Government-sponsored pooled loan investments, net
Accounts, Notes, Loans and Financing Receivable [Line Items]
Reversal of allowance					$ 8,800
Government-sponsored pooled loan investments, net | Full Repayments on Loans Receivable
Accounts, Notes, Loans and Financing Receivable [Line Items]
Proceeds from collection of loans receivable			$ 19,200
Non-mortgage loans receivable, net
Accounts, Notes, Loans and Financing Receivable [Line Items]
Reversal of allowance				$ 11,900
Brookdale Senior Living | Non-mortgage loans receivable, net
Accounts, Notes, Loans and Financing Receivable [Line Items]
Proceeds in full repayment of notes	$ 45,000
Holiday Management Company | Secured/mortgage loans and other, net
Accounts, Notes, Loans and Financing Receivable [Line Items]
Proceeds in full repayment of notes		$ 66,000
Ardent | Full Repayments on Loans Receivable
Accounts, Notes, Loans and Financing Receivable [Line Items]
Proceeds from collection of loans receivable		$ 224,000
Debt securities, effective interest rate						9.75%
Percentage of principal amount of notes		1.07313
Gain on redemption						$ 16,600
Unrealized gain related to securities included in AOCI						$ 23,000

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INVESTMENT IN UNCONSOLIDATED ENTITIES - Schedule of Investments in Unconsolidated Subsidiaries (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Mar. 31, 2020
Equity method investments
Carrying Amount	$ 579,949	$ 523,465
Ventas Life Science & Healthcare Real Estate Fund
Equity method investments
Ownership interests			21.00%
Unconsolidated Properties | Ventas Life Science & Healthcare Real Estate Fund
Equity method investments
Ownership interests	21.00%	21.10%
Carrying Amount	$ 263,979	$ 267,475
Unconsolidated Properties | Pension Fund Joint Venture
Equity method investments
Ownership interests	22.90%	22.90%
Carrying Amount	$ 25,028	$ 29,192
Unconsolidated Properties | Research & Innovation Development Joint Venture
Equity method investments
Ownership interests	51.00%	51.00%
Carrying Amount	$ 284,962	$ 221,363
Unconsolidated Properties | Ventas Investment Management Platform
Equity method investments
Carrying Amount	$ 573,969	$ 518,030
Unconsolidated Properties | Atrium Health & Wake Forest Joint Venture
Equity method investments
Ownership interests	48.50%	0.00%
Carrying Amount	$ 5,403	$ 0
Unconsolidated Properties | All other
Equity method investments
Carrying Amount	$ 577	$ 5,435
Unconsolidated Properties | All other | Minimum
Equity method investments
Ownership interests	34.00%	34.00%
Unconsolidated Properties | All other | Maximum
Equity method investments
Ownership interests	38.00%	50.00%

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INVESTMENT IN UNCONSOLIDATED ENTITIES - Narrative (Details) $ in Thousands	1 Months Ended		3 Months Ended	12 Months Ended
	Dec. 31, 2022 USD ($) board_member	Jun. 30, 2020 USD ($)	Dec. 31, 2022 USD ($) board_member	Dec. 31, 2022 USD ($) board_member	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Equity method investments
Income recognized				$ 28,500	$ 4,973	$ 1,832
COVID-19 Impact
Equity method investments
Impairment recognized		$ 10,700				10,700
Atria
Equity method investments
Ownership interests	34.00%		34.00%	34.00%
Number of board of directors members appointed | board_member	2		2	2
Non-cash gain on sale			$ 26,100
Income recognized	$ 11,700
Ardent
Equity method investments
Ownership interests	9.80%		9.80%	9.80%
Number of board of directors members appointed | board_member	1		1	1
Glennis Combined SaaS Company
Equity method investments
Ownership interests	10.00%		10.00%	10.00%
Ventas Fund
Equity method investments
Revenue from contracts with customers				$ 9,900
Management Service
Equity method investments
Revenue from contracts with customers				$ 14,500	$ 12,400	$ 6,700

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INTANGIBLES - Summary of Intangibles (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Intangible assets:
Acquired lease intangibles	$ 1,346,190	$ 1,369,747
Goodwill	1,044,415	1,046,140
Accumulated amortization	(1,061,305)	(944,403)
Net intangible assets	$ 1,363,704	$ 1,506,001
Weighted Average Remaining Amortization Period in Years	7 years 9 months 18 days	7 years 1 month 6 days
Intangible liabilities:
Below-market lease intangibles	$ 333,672	$ 334,365
Other lease intangibles	13,498	13,608
Accumulated amortization	(258,639)	(244,975)
Purchase option intangibles	3,568	3,568
Net intangible liabilities	$ 92,099	$ 106,566
Below market leases, remaining weighted average amortization period	8 years 7 months 6 days	9 years 8 months 12 days
Net intangible liabilities, remaining weighted average amortization period	8 years 7 months 6 days	9 years 8 months 12 days
Intangibles
Net amortization expense	$ 102,400	$ 29,300	$ 45,700
2023	108,638
2024	56,615
2025	10,612
2026	6,912
2027	6,071
Above-market lease intangibles
Intangible assets:
Acquired lease intangibles	$ 129,038	$ 129,121
Weighted Average Remaining Amortization Period in Years	5 years 4 months 24 days	5 years 10 months 24 days
In-place and other lease intangibles
Intangible assets:
Acquired lease intangibles	$ 1,217,152	$ 1,240,626
Weighted Average Remaining Amortization Period in Years	8 years	7 years 2 months 12 days
Other intangibles
Intangible assets:
Other intangibles	$ 34,404	$ 34,517
Weighted Average Remaining Amortization Period in Years	5 years 7 months 6 days	6 years 6 months

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INTANGIBLES - Goodwill (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Goodwill [Line Items]
Goodwill	$ 1,044,415
Office operations
Goodwill [Line Items]
Goodwill	464,561
Triple-net leased properties
Goodwill [Line Items]
Goodwill	320,372
SHOP
Goodwill [Line Items]
Goodwill	$ 259,482

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OTHER ASSETS (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions	Dec. 31, 2022	Dec. 31, 2021	Jul. 31, 2020
Other Assets Disclosure [Line Item]
Straight-line rent receivables	$ 187,536	$ 176,877
Non-mortgage loans receivable, net	24,338	19,024
Stock warrants	23,621	48,884
Other intangibles, net	6,393	7,270
Investment in unconsolidated operating entities	95,363	73,602
Other	272,572	239,412
Total other assets	$ 609,823	$ 565,069
Brookdale Senior Living
Other Assets Disclosure [Line Item]
Non-mortgage loans receivable, net			$ 45,000
Stock warrants			$ 28,000
Shares of common stock (in shares)	16.3		16.3
Exercise price (usd per share)	$ 3.00		$ 3.00

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SENIOR NOTES PAYABLE AND OTHER DEBT - Summary of Senior Notes Payable and Other Debt (Details) $ in Thousands, $ in Millions	Dec. 31, 2022 USD ($)	Dec. 31, 2022 CAD ($)	Sep. 30, 2022 USD ($)	Dec. 31, 2021 USD ($)
Debt Instrument [Line Items]
Commercial paper notes	$ 403,000			$ 280,000
Long-term debt, gross	12,361,244			12,093,138
Deferred financing costs, net	(63,410)			(69,925)
Unamortized fair value adjustment	23,535			32,888
Unamortized discounts	(24,589)			(28,557)
Senior notes payable and other debt	12,296,780			12,027,544
Unsecured revolving credit facility | Revolving Credit Facility
Debt Instrument [Line Items]
Line of credit facility, amount outstanding	25,230			56,448
Long-term debt, gross	25,200
Unsecured term loan due 2023
Debt Instrument [Line Items]
Unsecured debt	0		$ 200,000	200,000
2.55% Senior Notes, Series D due 2023
Debt Instrument [Line Items]
Senior notes	202,967			217,667
3.50% Senior Notes due 2024
Debt Instrument [Line Items]
Senior notes	400,000			400,000
3.75% Senior Notes due 2024
Debt Instrument [Line Items]
Senior notes	400,000			400,000
4.125% Senior Notes, Series B due 2024
Debt Instrument [Line Items]
Senior notes	184,515			197,879
2.80% Senior Notes, Series E due 2024
Debt Instrument [Line Items]
Senior notes	442,837			474,909
Unsecured Term Loan due 2025
Debt Instrument [Line Items]
Unsecured debt	369,031	$ 500		395,757
3.50% Senior Notes due 2025
Debt Instrument [Line Items]
Senior notes	600,000			600,000
2.65% Senior Notes due 2025
Debt Instrument [Line Items]
Senior notes	450,000			450,000
4.125% Senior Notes due 2026
Debt Instrument [Line Items]
Senior notes	500,000			500,000
3.25% Senior Notes due 2026
Debt Instrument [Line Items]
Senior notes	450,000			450,000
Unsecured term loan due 2027
Debt Instrument [Line Items]
Senior notes	500,000			0
Unsecured debt			$ 500,000
2.45% Senior Notes, Series G Due 2027
Debt Instrument [Line Items]
Senior notes	350,579			375,970
3.85% Senior Notes due 2027
Debt Instrument [Line Items]
Senior notes	400,000			400,000
4.00% Senior Notes due 2028
Debt Instrument [Line Items]
Senior notes	650,000			650,000
4.40% Senior Notes due 2029
Debt Instrument [Line Items]
Senior notes	750,000			750,000
3.00% Senior Notes due 2030
Debt Instrument [Line Items]
Senior notes	650,000			650,000
4.75% Senior Notes due 2030
Debt Instrument [Line Items]
Senior notes	500,000			500,000
2.50% Senior Notes due 2031
Debt Instrument [Line Items]
Senior notes	500,000			500,000
2.50% Senior Notes, Series H Due 2031
Debt Instrument [Line Items]
Senior notes	221,419			237,454
6.90% Senior Notes due 2037
Debt Instrument [Line Items]
Senior notes	52,400			52,400
6.59% Senior Notes due 2038
Debt Instrument [Line Items]
Senior notes	22,823			22,823
5.70% Senior Notes due 2043
Debt Instrument [Line Items]
Senior notes	300,000			300,000
4.375% Senior Notes due 2045
Debt Instrument [Line Items]
Senior notes	300,000			300,000
4.875% Senior Notes due 2049
Debt Instrument [Line Items]
Senior notes	300,000			300,000
Mortgage loans and other
Debt Instrument [Line Items]
Long-term debt, gross	$ 2,436,443			2,431,831
6.59% Senior Notes due 2038
Debt Instrument [Line Items]
Interest rate	6.59%	6.59%
6.90% Senior Notes due 2037
Debt Instrument [Line Items]
Interest rate	6.90%	6.90%
Borrowings originally denominated in CAD | Unsecured revolving credit facility | Revolving Credit Facility
Debt Instrument [Line Items]
Long-term debt, gross	$ 3,700			30,900
Borrowings originally denominated in GBP | Unsecured revolving credit facility | Revolving Credit Facility
Debt Instrument [Line Items]
Long-term debt, gross	$ 21,500			$ 25,600

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SENIOR NOTES PAYABLE AND OTHER DEBT - Credit Facilities and Unsecured Term Loans (Details) $ in Millions	1 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2022 USD ($) period	Dec. 31, 2022 CAD ($)	Oct. 31, 2022 USD ($)	Sep. 30, 2022 USD ($)	Dec. 31, 2021 USD ($)
Debt Instrument [Line Items]
Long-term debt, gross		$ 12,361,244,000				$ 12,093,138,000
Commercial paper program capacity		1,000,000,000
Commercial paper notes		403,000,000				280,000,000
Unsecured Term Loan due 2025
Debt Instrument [Line Items]
Unsecured debt		$ 369,031,000	$ 500			395,757,000
Unsecured Term Loan due 2025 | Canadian Dollar Offered Rate (CDOR)
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate		0.90%
Unsecured term loan due 2023
Debt Instrument [Line Items]
Unsecured debt		$ 0			$ 200,000,000	$ 200,000,000
Unsecured term loan due 2023 | London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	0.90%
Unsecured term loan due 2027
Debt Instrument [Line Items]
Unsecured debt					500,000,000
Accordion feature					$ 1,250,000,000
Unsecured term loan due 2027 | Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	0.95%
Revolving Credit Facility
Debt Instrument [Line Items]
Letters of credit outstanding		15,400,000
Revolving Credit Facility | Unsecured Debt
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity		$ 2,750,000,000
Additional periods | period		2
Additional period term		6 months
Accordion feature of debt		$ 3,750,000,000
Line of credit facility, remaining borrowing capacity		2,700,000,000
Long-term debt, gross		$ 25,200,000
Revolving Credit Facility | Unsecured Debt | London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate		0.825%
Letter of Credit | Unsecured Debt
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity				$ 100,000,000

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SENIOR NOTES PAYABLE AND OTHER DEBT - Senior Notes (Details) - Dec. 31, 2022 - Senior Notes $ in Millions, $ in Billions	USD ($)	CAD ($)
Ventas Realty Limited Partnership
Debt Instrument [Line Items]
Senior notes	$ 7,200.0
Nationwide Health Properties, LLC
Debt Instrument [Line Items]
Senior notes	$ 75.2
Ventas Canada Finance Limited
Debt Instrument [Line Items]
Senior notes		$ 1.9

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SENIOR NOTES PAYABLE AND OTHER DEBT - Mortgages (Details) $ in Thousands, $ in Millions		1 Months Ended	12 Months Ended
	Sep. 21, 2021 USD ($)	Sep. 30, 2021 USD ($)	Dec. 31, 2022 USD ($) senior_housing loan property	Dec. 31, 2021 USD ($)	Sep. 30, 2021 CAD ($)
Debt Instrument [Line Items]
Weighted average maturity period of mortgage loans			4 years 6 months
Unamortized fair value adjustment			$ 23,535	$ 32,888
Minimum percentage of total unencumbered assets as a percentage of unsecured debt required to be maintained (as a percent)			150.00%
New Senior Investment Group Inc. Acquisition
Debt Instrument [Line Items]
Mortgage debt assumed in transaction	$ 482,500
Mortgage Loans and Other
Debt Instrument [Line Items]
Number of mortgage loans | loan			113
Principal amount of debt			$ 2,400,000
Number of properties securing debt | property			105
Number of mortgage loans with fixed interest rate | senior_housing			98
Mortgage loans with fixed interest rate			$ 2,000,000
Number of mortgage loans with variable interest rate | senior_housing			15
Mortgage loans with variable interest rate			$ 400,500
Repayments of debt			$ 600	$ 284,700
Mortgage Loans and Other | New Senior Investment Group Inc. Acquisition
Debt Instrument [Line Items]
Unamortized fair value adjustment					$ 25.4
Mortgage Loans and Other | New Senior Investment Group Inc. Acquisition
Debt Instrument [Line Items]
Mortgage debt assumed in transaction		$ 482,500
Mortgage Loans and Other | Fixed Rate Debt
Debt Instrument [Line Items]
Weighted interest rate			3.70%
Mortgage Loans and Other | Variable Rate Debt
Debt Instrument [Line Items]
Weighted interest rate			5.10%
Mortgage Loans and Other | Minimum
Debt Instrument [Line Items]
Long-term debt, percentage bearing fixed interest			0.00%
Long-term debt, percentage bearing variable interest			3.63%
Mortgage Loans and Other | Maximum
Debt Instrument [Line Items]
Long-term debt, percentage bearing fixed interest			13.01%
Long-term debt, percentage bearing variable interest			6.85%

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SENIOR NOTES PAYABLE AND OTHER DEBT - Scheduled Maturities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Scheduled maturities of borrowing arrangements and other provisions excluding capital lease obligations
2023	$ 914,848
2024	1,731,519
2025	2,075,797
2026	1,076,902
2027	1,354,973
Thereafter	5,207,205
Total maturities	12,361,244	$ 12,093,138
Unrestricted cash and cash equivalents	122,564	$ 149,725
Unsecured Revolving Credit Facility and Commercial Paper
Scheduled maturities of borrowing arrangements and other provisions excluding capital lease obligations
2023	403,000
2024	0
2025	25,230
2026	0
Thereafter	0
Line of credit facility, remaining borrowing capacity	305,700
Principal Amount Due at Maturity
Scheduled maturities of borrowing arrangements and other provisions excluding capital lease obligations
2023	466,792
2024	1,691,862
2025	2,016,471
2026	1,049,404
2027	1,328,150
Thereafter	5,076,523
Total maturities	11,629,202
Unsecured Revolving Credit Facility
Scheduled maturities of borrowing arrangements and other provisions excluding capital lease obligations
2027	0
Total maturities	428,230
Scheduled Periodic Amortization
Scheduled maturities of borrowing arrangements and other provisions excluding capital lease obligations
2023	45,056
2024	39,657
2025	34,096
2026	27,498
2027	26,823
Thereafter	130,682
Total maturities	$ 303,812

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SENIOR NOTES PAYABLE AND OTHER DEBT - Derivatives and Hedging (Details) - Dec. 31, 2022 - Swap $ in Millions, $ in Millions	USD ($)	CAD ($)
Variable Rate Debt
Derivative [Line Items]
Variable rate debt amount	$ 1,500.0
Derivative, Notional Amount	144.2
Fixed Rate Debt
Derivative [Line Items]
Variable rate debt amount	10,900.0
Derivative, Notional Amount	$ 338.0	$ 267.8

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FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Assets:
Cash and cash equivalents	$ 122,564	$ 149,725
Stock warrants	23,621	48,884
Non-mortgage loans receivable, net	24,338	19,024
Liabilities:
Senior notes payable and other debt, gross, carrying amount	12,361,244	12,093,138
Redeemable OP Units, fair value	162,700	182,100
Non-mortgage loans receivable, net
Assets:
Non-mortgage loans receivable, net	24,338	19,024
Non-mortgage loans receivable, fair value	23,416	19,039
Secured/mortgage loans and other, net
Assets:
Held-to-maturity securities, amortized cost	513,669	488,913
Held-to-maturity securities, fair value	493,627	478,931
Government-Sponsored Pooled Loan Investments
Assets:
Government-sponsored pooled loan investments, net	43,406	41,213
Carrying Amount
Assets:
Cash and cash equivalents	122,564	149,725
Escrow deposits and restricted cash	48,181	46,872
Derivative instruments	24,316	1,128
Liabilities:
Senior notes payable and other debt, gross, carrying amount	12,361,244	12,093,138
Derivative instruments	145	12,290
Redeemable OP Units, carrying amount	162,663	182,112
Carrying Amount | Non-mortgage loans receivable, net
Assets:
Non-mortgage loans receivable, net	24,338	19,024
Carrying Amount | Secured/mortgage loans and other, net
Assets:
Held-to-maturity securities, amortized cost	493,669	488,913
Carrying Amount | Government-Sponsored Pooled Loan Investments
Assets:
Government-sponsored pooled loan investments, net	43,406	41,213
Fair Value
Assets:
Cash and Cash Equivalents, Fair Value Disclosure	122,564	149,725
Escrow deposits and restricted cash	48,181	46,872
Stock warrants	23,621	48,884
Derivative instruments	24,316	1,128
Liabilities:
Senior notes payable and other debt, gross, fair value	11,493,824	12,891,937
Derivative instruments	145	12,290
Redeemable OP Units, fair value	162,663	182,112
Fair Value | Non-mortgage loans receivable, net
Assets:
Non-mortgage loans receivable, fair value	23,416	19,039
Fair Value | Secured/mortgage loans and other, net
Assets:
Held-to-maturity securities, fair value	493,627	478,931
Fair Value | Government-Sponsored Pooled Loan Investments
Assets:
Government-sponsored pooled loan investments, net	$ 43,406	$ 41,213

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LONG-TERM COMPENSATION (Details)	12 Months Ended
	Dec. 31, 2022 USD ($) plan $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($)	Sep. 30, 2022 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of share-based compensation plans covering employees, officers and directors | plan	2
Expiration period of stock options	10 years
Stock Option, Intrinsic Value
Proceeds from stock option exercises | $	$ 8,691,000	$ 8,169,000	$ 15,103,000
Employee Benefit Plan
Maximum 401(K) plan contribution by employer as a percent of employee's salary	3.50%
Aggregate employer 401(K) plan contribution during the period | $	$ 1,600,000	$ 1,500,000	1,600,000
Employee Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares available for future issuance (in shares)	2,800,000
Number of shares authorized for issuance (in shares)	3,000,000
Nonvested Restricted Stock and Restricted Stock Units, Weighted Average Grant Date Fair Value
Number of shares purchased (in shares)	200,000
Employee Stock | Director
Nonvested Restricted Stock and Restricted Stock Units, Weighted Average Grant Date Fair Value
Discount related to the Employee Stock Purchase Plan	95.00%
Employee Stock | Employee
Nonvested Restricted Stock and Restricted Stock Units, Weighted Average Grant Date Fair Value
Discount related to the Employee Stock Purchase Plan	90.00%
Stock Options
Stock Option, Shares
Outstanding at the beginning of the period (in shares)	3,761,000
Granted (in shares)	0
Options exercised (in shares)	(157,000)
Options forfeited (in shares)	0
Options exercised (in shares)	(30,000)
Outstanding at the end of the period (in shares)	3,574,000	3,761,000
Exercisable at the end of the period (in shares)	3,574,000
Stock Option, Weighted Average Exercise Price
Outstanding at the beginning of the period (in dollars per share) | $ / shares	$ 61.63
Options granted (in dollars per share) | $ / shares	0
Options exercised (in dollars per share) | $ / shares	55.99
Options exercised (in dollars per share) | $ / shares	55.50
Options forfeited (in dollars per share) | $ / shares	0
Outstanding at the end of the period (in dollars per share) | $ / shares	61.95	$ 61.63
Exercisable at the end of the period (in dollars per share) | $ / shares	$ 61.95
Stock Option, Weighted Average Remaining Contractual Life (years)
Outstanding at the end of the period (in years)	3 years 1 month 6 days
Exercisable at the end of the period (in years)	3 years 1 month 6 days
Stock Option, Intrinsic Value
Outstanding at the end of the period | $	$ 0
Exercisable at the end of the period | $	0
Proceeds from stock option exercises | $	8,700,000	$ 9,000,000	5,100,000
Intrinsic value for options exercised | $	700,000	1,500,000	1,300,000
Deferred income tax expense (benefit) | $	0
Stock Options | General and administrative expenses
Stock Option, Intrinsic Value
Compensation cost | $	0	0	0
Restricted Stock or Restricted Stock Units
Nonvested Restricted Stock and Restricted Stock Units, Weighted Average Grant Date Fair Value
Unrecognized compensation cost related to nonvested awards | $	$ 21,800,000
Weighted average period over which cost is recognized	1 year 6 months
Intrinsic value for options vested during period | $	$ 29,600,000	23,400,000	19,800,000
Restricted Stock or Restricted Stock Units | General and administrative expenses
Stock Option, Intrinsic Value
Compensation cost | $	$ 30,700,000	$ 31,900,000	$ 21,400,000
Restricted Stock
Nonvested Restricted Stock and Restricted Stock Units, Shares
Nonvested at the beginning of the period (in shares)	448,000
Granted (in shares)	43,000
Vested (in shares)	(117,000)
Forfeited (in shares)	(60,000)
Nonvested at the end of the period (in shares)	314,000	448,000
Nonvested Restricted Stock and Restricted Stock Units, Weighted Average Grant Date Fair Value
Nonvested at the beginning of the period (in dollars per share) | $ / shares	$ 50.96
Granted (in dollars per share) | $ / shares	55.52
Vested (in dollars per share) | $ / shares	51.15
Forfeited (in dollars per share) | $ / shares	51.14
Nonvested at the end of the period (in dollars per share) | $ / shares	$ 51.47	$ 50.96
Restricted Stock Units
Nonvested Restricted Stock and Restricted Stock Units, Shares
Nonvested at the beginning of the period (in shares)	1,047,000
Granted (in shares)	449,000
Vested (in shares)	(457,000)
Forfeited (in shares)	(48,000)
Nonvested at the end of the period (in shares)	991,000	1,047,000
Nonvested Restricted Stock and Restricted Stock Units, Weighted Average Grant Date Fair Value
Nonvested at the beginning of the period (in dollars per share) | $ / shares	$ 52.84
Granted (in dollars per share) | $ / shares	57.07
Vested (in dollars per share) | $ / shares	57.66
Forfeited (in dollars per share) | $ / shares	68.19
Nonvested at the end of the period (in dollars per share) | $ / shares	$ 52.13	$ 52.84
Minimum | Restricted Stock or Restricted Stock Units | Director
Stock Option, Intrinsic Value
Vesting period	2 years
Maximum | Restricted Stock or Restricted Stock Units | Employee
Stock Option, Intrinsic Value
Vesting period	3 years
2006 Plans
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares available for future issuance (in shares)	0
2012 Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares available for future issuance (in shares)				0
Number of shares authorized for issuance (in shares)	10,700,000
2022 Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares available for future issuance (in shares)	11,400,000
Number of shares authorized for issuance (in shares)	11,400,000
Executive Deferred Stock Compensation Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of share-based compensation plans for executive officers | plan	1
Number of shares available for future issuance (in shares)	0
Number of shares authorized for issuance (in shares)	600,000
Nonemployee Directors' Deferred Stock Compensation Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of share-based compensation plans for directors | plan	1
Number of shares available for future issuance (in shares)	400,000
Number of shares authorized for issuance (in shares)	600,000

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INCOME TAXES - Tax Treatment of Distributions and Consolidated Benefit for Income Taxes (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Tax treatment of distributions:
Ordinary income (in dollars per share)	$ 0	$ 0	$ 0
Qualified ordinary income (in dollars per share)	0.04906	0.00330	0.00696
199A qualified business income (in dollars per share)	1.75094	1.25274	2.14381
Long-term capital gain (in dollars per share)	0	0.16448	0.28450
Unrecaptured Section 1250 gain (in dollars per share)	0	0.37948	0.04973
Net-dividend distribution (in dollars per share)	0	0	0
Distribution reported for 1099-DIV purposes (in dollars per share)	1.80000	1.80000	2.48500
Add: Dividend declared in current year and taxable in following year (in dollars per share)	0.45000	0.45000	0.45000
Less: Dividend declared in prior year and taxable in current year (in dollars per share)	(0.45000)	(0.45000)	(0.79250)
Dividends declared per common share (in dollars per share)	$ 1.80000	$ 1.80000	$ 2.14250
Provision (benefit) for income taxes
Current - Federal	$ (2,257)	$ 662	$ 402
Current - State	2,662	2,116	2,107
Deferred - Federal	338	6,431	(56,835)
Deferred - State	1,310	72	(35,447)
Current - Foreign	3,217	3,439	2,929
Deferred - Foreign	(22,196)	(7,893)	(9,690)
Income tax benefit (expense)	$ (16,926)	$ 4,827	$ (96,534)

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INCOME TAXES - Narrative (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Operating Loss Carryforwards [Line Items]
REIT distribution requirement (as a percent)	90.00%	90.00%	90.00%
Increase (decrease) in net deferred tax liability	$ 23,000,000	$ 4,500,000	$ 100,700,000
Period in which assets disposition subject to built in gains tax	5 years
Difference in bases for entity not subject to income taxes	$ 3,000,000,000	3,300,000,000
Unrecognized Tax Benefits	5,828,000	6,082,000	6,057,000
Unrecognized tax benefits that, if recognized, would reduce annual effective tax rate	5,000,000	5,300,000
Unrecognized tax benefits, income tax penalties and interest accrued	0
Operating Losses at Certain REIT Subsidiaries
Operating Loss Carryforwards [Line Items]
Deferred tax expense (benefit)	7,500,000
Increase (decrease) in net deferred tax liability	7,500,000
Net Operating Losses More Likely Than Not To Be Realized
Operating Loss Carryforwards [Line Items]
Deferred tax expense (benefit)			95,900,000
Internal Restructuring, Taxable REIT Subsidiaries
Operating Loss Carryforwards [Line Items]
Deferred tax expense (benefit)	11,900,000	3,500,000
Increase (decrease) in net deferred tax liability	11,900,000	3,500,000
Deferred Tax Liabilities, Revaluation
Operating Loss Carryforwards [Line Items]
Deferred tax expense (benefit)		3,300,000
Increase (decrease) in net deferred tax liability		3,300,000
Release Of Residual Tax Effect, Marketable Debt Securities
Operating Loss Carryforwards [Line Items]
Deferred tax expense (benefit)		3,700,000
Increase (decrease) in net deferred tax liability		3,700,000
Valuation Allowance Against Other Deferred Tax Assets
Operating Loss Carryforwards [Line Items]
Increase (decrease) in net deferred tax liability			54,400,000
Taxable Reit Subsidiaries
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards, valuation allowance	171,000,000	140,600,000	83,200,000
REIT
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards, valuation allowance	1,100,000,000	$ 1,100,000,000	$ 896,400,000
Tax credit carryforward	$ 10,800,000

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INCOME TAXES - Reconciliation of Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Reconciliation of income tax expense computed by applying federal corporate tax rate
Tax at statutory rate on earnings from continuing operations before unconsolidated entities, noncontrolling interest and income taxes	$ (19,733)	$ (34,127)	$ 27,132
State income taxes, net of federal benefit	(5,411)	(8,256)	(1,967)
Change in valuation allowance from ordinary operations	53,117	59,572	86,359
Tax at statutory rate on earnings not subject to federal income taxes	(31,528)	(22,869)	(53,808)
Foreign rate differential and foreign taxes	123	4,405	3,342
Change in tax status of TRS	(1,961)	3,485	(150,287)
Other differences	(11,533)	2,617	(7,305)
Income tax benefit (expense)	$ (16,926)	$ 4,827	$ (96,534)

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INCOME TAXES - Tax Effects of Temporary Differences and Carryforwards Included in Net Deferred Tax Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Property, primarily differences in depreciation and amortization, the tax basis of land assets and the treatment of interests and certain costs	$ (34,734)	$ (58,691)	$ (60,494)
Operating loss and interest deduction carryforwards	220,891	187,407	124,606
Expense accruals and other	16,723	21,628	10,516
Valuation allowance	(227,960)	(198,450)	(127,279)
Net deferred tax liabilities	$ (25,080)	$ (48,106)	$ (52,651)

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INCOME TAXES - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Summary of activities related to unrecognized tax benefits
Balance at the beginning of the period	$ 6,082	$ 6,057
Additions to tax positions related to prior years	2	29
Subtractions to tax positions related to prior years	(256)	(4)
Balance at the end of the period	$ 5,828	$ 6,082

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COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Weighted average discount rate of leases	7.33%
Remaining lease term	36 years
Cash paid for leases	$ 24,000	$ 25,100	$ 25,400
Future minimum lease obligations under non-cancelable operating and ground leases
2023	21,369
2024	20,305
2025	15,960
2026	15,904
2027	15,198
Thereafter	572,204
Total undiscounted minimum lease payments	660,940
Less: imputed interest	(470,500)
Operating lease liabilities	190,440	197,234
General and administrative expenses
Lease expense	$ 31,900	$ 31,900	$ 32,100

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EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands		3 Months Ended		12 Months Ended
		Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Numerator for basic and diluted earnings per share:
(Loss) income from continuing operations				$ (40,931)	$ 56,559	$ 441,185
Net (loss) income				(40,931)	56,559	441,185
Net income attributable to noncontrolling interests				6,516	7,551	2,036
Net (loss) income attributable to common stockholders				$ (47,447)	$ 49,008	$ 439,149
Denominator:
Denominator for basic earnings per share - weighted average shares (in shares)		399,549	382,785	373,368
Stock options (in shares)		0	34	0
Restricted stock awards (in shares)				390	365	171
OP unitholder interests (in shares)				3,515	3,120	2,964
Denominator for diluted earnings per share - adjusted weighted average shares (in shares)				403,454	386,304	376,503
Basic earnings per share:
(Loss) income from continuing operations (USD per share)				$ (0.10)	$ 0.15	$ 1.18
Net (loss) income attributable to common stockholders (USD per share)				(0.12)	0.13	1.18
Diluted earnings per share:
(Loss) income from continuing operations (USD per share)	[1]			(0.10)	0.15	1.17
Net (loss) income attributable to common stockholders (USD per share)	[1]			$ (0.12)	$ 0.13	$ 1.17
Anti-dilutive options outstanding (in shares)				3,600	3,100	4,000

[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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PERMANENT AND TEMPORARY EQUITY - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended	12 Months Ended
	Sep. 21, 2021	Sep. 30, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Temporary Equity [Line Items]
Acquisition-related activity		$ 751,200		$ 751,248
Common stock outstanding percentage of beneficial ownership acquired threshold for excess shares			9.00%
Preferred stock outstanding percentage of beneficial ownership acquired threshold for excess shares			9.90%
Maximum deferral payment period of purchase price for excess shares			5 years
Number of excess shares held by trustee			0
New Senior Investment Group Inc. Acquisition
Temporary Equity [Line Items]
Number of shares issued in transaction (in shares)	13,300,000
At The Market Equity Offering Program
Temporary Equity [Line Items]
Equity offering program, authorized offering amount			$ 1,000,000
Stock issued during period, shares, new issues, equity offering program (in shares)			0	10,900,000	1,500,000
Gross proceeds				$ 626,400	$ 66,600
Average gross price (USD per share)				$ 57.71	$ 44.88

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PERMANENT AND TEMPORARY EQUITY - Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Equity [Abstract]
Foreign currency translation loss	$ (60,364)	$ (56,227)
Unrealized (loss) gain on available for sale securities	0	1,836
Unrealized gain (loss) on derivative instruments	23,564	(10,129)
Accumulated other comprehensive loss	$ (36,800)	$ (64,520)

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PERMANENT AND TEMPORARY EQUITY - Redeemable OP Unitholder and Noncontrolling Interest (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Increase (Decrease) in Temporary Equity [Roll Forward]
December 31, 2021	$ 280,283
New issuances	8,491
Change in fair value	(16,155)
Dispositions	0
Distributions and other	(6,276)
Redemptions	(1,693)
December 31, 2022	264,650
Redeemable Noncontrolling Interests
Increase (Decrease) in Temporary Equity [Roll Forward]
December 31, 2021	98,171
New issuances	8,491
Change in fair value	(4,675)
Dispositions	0
Distributions and other	0
Redemptions	0
December 31, 2022	101,987
Redeemable OP Unitholder Interests
Increase (Decrease) in Temporary Equity [Roll Forward]
December 31, 2021	182,112
New issuances	0
Change in fair value	(11,480)
Dispositions	0
Distributions and other	(6,276)
Redemptions	(1,693)
December 31, 2022	$ 162,663

XML

RELATED PARTY TRANSACTIONS (Details) $ in Millions	12 Months Ended
	Dec. 31, 2022 USD ($) board_member property	Dec. 31, 2021 USD ($) property	Dec. 31, 2020 USD ($)	Jan. 31, 2018
Related party transaction
Number of real estate properties | property	1,300
Seniors Housing Communities | Dispositions
Related party transaction
Number of real estate properties | property	7
Eclipse Senior Living (ESL) | Seniors Housing Communities | Dispositions
Related party transaction
Number of real estate properties | property	90	90
Ardent | Triple-net leased properties
Related party transaction
Number of real estate properties | property	11
Ardent | Medical Office Buildings
Related party transaction
Number of real estate properties | property	19
Atria
Related party transaction
Ownership interests	34.00%
Number of board members appointed | board_member	2
Ardent
Related party transaction
Ownership interests	9.80%
Number of board members appointed | board_member	1
Eclipse Senior Living (ESL)
Related party transaction
Ownership interests				34.00%
Number of board members appointed | board_member	2
Atria
Related party transaction
Related party fees	$ 61.5	$ 50.8	$ 54.1
Atria | Sale Or Transition Of Senior Housing Communities Operated By Related Party
Related party transaction
Related party fees	6.1	20.3	1.1
Ardent | Triple-net leased properties
Related party transaction
Revenue from related parties	130.5	127.2	122.6
Ardent | Medical Office Buildings
Related party transaction
Revenue from related parties	12.1
Eclipse Senior Living (ESL)
Related party transaction
Related party fees	$ 0.0	11.8	15.1
Eclipse Senior Living (ESL) | Transition Of Operations At Senior Housing Communities
Related party transaction
Related party fees		$ 24.0	$ 5.2

XML

SEGMENT INFORMATION - Narrative (Details)	12 Months Ended
	Dec. 31, 2022 USD ($) segment	Dec. 31, 2021 segment	Dec. 31, 2020 segment
Segment Reporting [Abstract]
Number of reportable segments | segment	3	3	3
Intersegment activity | $	$ 0

XML

SEGMENT INFORMATION - Income Statement by Segment (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Revenues
Rental income	$ 1,399,313	$ 1,448,120	$ 1,494,892
Interest and other income	3,635	14,809	7,609
Total revenues	4,129,193	3,828,007	3,795,357
Less:
Interest and other income	3,635	14,809	7,609
Property-level operating expenses	2,276,724	2,084,064	1,937,443
Third party capital management expenses	6,194	4,433	2,315
NOI	1,842,640	1,724,701	1,847,990
Interest expense	(467,557)	(440,089)	(469,541)
Depreciation and amortization	(1,197,798)	(1,197,403)	(1,109,763)
General, administrative and professional fees	(144,874)	(129,758)	(130,158)
Loss on extinguishment of debt, net	(581)	(59,299)	(10,791)
Transaction expenses and deal costs	(51,577)	(47,318)	(29,812)
Allowance on loans receivable and investments	(19,757)	9,082	(24,238)
Other	58,268	37,110	707
Income from unconsolidated entities	28,500	4,983	1,844
Gain on real estate dispositions	7,780	218,788	262,218
Income tax benefit (expense)	16,926	(4,827)	96,534
Income from continuing operations	(40,931)	56,559	441,185
Net (loss) income	(40,931)	56,559	441,185
Other comprehensive (loss) income	6,516	7,551	2,036
Net loss	(47,447)	49,008	439,149
Income from loans and investments	48,160	74,981	80,505
Other	58,268	37,110	707
Income from loans and investments	48,160	74,981	80,505
Resident fees and services
Revenues
Revenue from contracts with customers	2,651,886	2,270,001	2,197,160
Third party capital management revenues
Revenues
Revenue from contracts with customers	26,199	20,096	15,191
Operating Segments | SHOP
Revenues
Rental income	0	0	0
Interest and other income	0	0	0
Total revenues	2,651,886	2,270,001	2,197,160
Less:
Interest and other income	0	0	0
Property-level operating expenses	2,004,420	1,811,728	1,658,671
Third party capital management expenses	0	0	0
NOI	647,466	458,273	538,489
Income from loans and investments	0	0	0
Income from loans and investments	0	0	0
Operating Segments | SHOP | Resident fees and services
Revenues
Revenue from contracts with customers	2,651,886	2,270,001	2,197,160
Operating Segments | SHOP | Third party capital management revenues
Revenues
Revenue from contracts with customers	0	0	0
Operating Segments | Office operations
Revenues
Rental income	801,159	794,297	799,627
Interest and other income	0	0	0
Total revenues	803,607	802,681	808,302
Less:
Interest and other income	0	0	0
Property-level operating expenses	257,003	257,001	256,612
Third party capital management expenses	0	1,798	2,315
NOI	546,604	543,882	549,375
Income from loans and investments	0	0	0
Income from loans and investments	0	0	0
Operating Segments | Office operations | Resident fees and services
Revenues
Revenue from contracts with customers	0	0	0
Operating Segments | Office operations | Third party capital management revenues
Revenues
Revenue from contracts with customers	2,448	8,384	8,675
Operating Segments | Triple-net leased properties
Revenues
Rental income	598,154	653,823	695,265
Interest and other income	0	0	0
Total revenues	598,154	653,823	695,265
Less:
Interest and other income	0	0	0
Property-level operating expenses	15,301	15,335	22,160
Third party capital management expenses	0	0	0
NOI	582,853	638,488	673,105
Income from loans and investments	0	0	0
Income from loans and investments	0	0	0
Operating Segments | Triple-net leased properties | Resident fees and services
Revenues
Revenue from contracts with customers	0	0	0
Operating Segments | Triple-net leased properties | Third party capital management revenues
Revenues
Revenue from contracts with customers	0	0	0
Non-Segment
Revenues
Rental income	0	0	0
Interest and other income	3,635	14,809	7,609
Total revenues	75,546	101,502	94,630
Less:
Interest and other income	3,635	14,809	7,609
Property-level operating expenses	0	0	0
Third party capital management expenses	6,194	2,635	0
NOI	65,717	84,058	87,021
Income from loans and investments	48,160	74,981	80,505
Income from loans and investments	48,160	74,981	80,505
Non-Segment | Resident fees and services
Revenues
Revenue from contracts with customers	0	0	0
Non-Segment | Third party capital management revenues
Revenues
Revenue from contracts with customers	$ 23,751	$ 11,712	$ 6,516

XML

SEGMENT INFORMATION - Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Assets
Total assets	$ 24,157,840	$ 24,717,786
Percentage of total assets	100.00%	100.00%
Operating Segments | SHOP
Assets
Total assets	$ 12,369,218	$ 12,811,611
Percentage of total assets	51.20%	51.80%
Operating Segments | Office operations
Assets
Total assets	$ 6,558,416	$ 6,341,888
Percentage of total assets	27.10%	25.70%
Operating Segments | Triple-net leased properties
Assets
Total assets	$ 4,272,303	$ 4,578,534
Percentage of total assets	17.70%	18.50%
Non-Segment
Assets
Total assets	$ 957,903	$ 985,753
Percentage of total assets	4.00%	4.00%

XML

SEGMENT INFORMATION - Capital Expenditures (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Segment Reporting Information
Total capital expenditures	$ 900,696	$ 1,802,021	$ 607,296
Operating Segments | SHOP
Segment Reporting Information
Total capital expenditures	423,420	1,463,551	191,891
Operating Segments | Office operations
Segment Reporting Information
Total capital expenditures	472,662	245,546	372,475
Operating Segments | Triple-net leased properties
Segment Reporting Information
Total capital expenditures	$ 4,614	$ 92,924	$ 42,930

XML

SEGMENT INFORMATION - Geographic Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Revenues:
Total revenues	$ 4,129,193	$ 3,828,007	$ 3,795,357
Net real estate property:
Total net real estate property	21,160,450	21,816,838
United States
Revenues:
Total revenues	3,652,327	3,363,197	3,381,357
Net real estate property:
Total net real estate property	18,168,224	18,562,738
Canada
Revenues:
Total revenues	449,091	434,862	389,205
Net real estate property:
Total net real estate property	2,782,350	3,007,008
United Kingdom
Revenues:
Total revenues	27,775	29,948	$ 24,795
Net real estate property:
Total net real estate property	$ 209,876	$ 247,092

XML

SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION - Rollforward (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Carrying cost:
Balance at beginning of period	$ 28,479,870	$ 26,850,442	$ 27,133,514
Additions during period:
Acquisitions	460,959	2,413,570	249,290
Capital expenditures	443,710	423,752	485,479
Deductions during period:
Foreign currency translation	(350,188)	17,030	80,302
Other	(265,942)	(1,224,924)	(1,098,143)
Balance at end of period	28,768,409	28,479,870	26,850,442
Accumulated depreciation:
Balance at beginning of period	7,433,480	6,967,413	6,200,230
Additions during period:
Depreciation expense	907,134	865,627	809,067
Dispositions:
Sales and/or transfers to assets held for sale	(72,047)	(401,208)	(82,559)
Foreign currency translation	(37,407)	1,648	40,675
Balance at end of period	$ 8,231,160	$ 7,433,480	$ 6,967,413

XML

SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION - Properties (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Real Estate and Accumulated Depreciation
Encumbrances	$ 2,434,097
Initial Cost to Company
Land and Improvements	2,433,472
Buildings and Improvements	24,448,493
Costs Capitalized Subsequent to Acquisition	1,886,444
Gross Amount Carried at Close of Period
Land and Improvements	2,437,905
Buildings and Improvements	26,330,504
Total	28,768,409	$ 28,479,870	$ 26,850,442	$ 27,133,514
Accumulated Depreciation	8,231,160	$ 7,433,480	$ 6,967,413	$ 6,200,230
NBV	20,537,249
UNITED STATES PROPERTIES | Senior Housing
Real Estate and Accumulated Depreciation
Encumbrances	782,907
Initial Cost to Company
Land and Improvements	1,422,630
Buildings and Improvements	13,408,538
Costs Capitalized Subsequent to Acquisition	1,215,105
Gross Amount Carried at Close of Period
Land and Improvements	1,461,388
Buildings and Improvements	14,584,885
Total	16,046,273
Accumulated Depreciation	5,050,274
NBV	10,995,999
UNITED STATES PROPERTIES | Senior Housing | Atria Senior Living
Real Estate and Accumulated Depreciation
Encumbrances	519,795
Initial Cost to Company
Land and Improvements	620,020
Buildings and Improvements	5,562,067
Costs Capitalized Subsequent to Acquisition	620,708
Gross Amount Carried at Close of Period
Land and Improvements	646,063
Buildings and Improvements	6,156,732
Total	6,802,795
Accumulated Depreciation	1,798,095
NBV	5,004,700
UNITED STATES PROPERTIES | Senior Housing | Brookdale Senior Living
Real Estate and Accumulated Depreciation
Encumbrances	48,040
Initial Cost to Company
Land and Improvements	191,164
Buildings and Improvements	2,026,833
Costs Capitalized Subsequent to Acquisition	142,934
Gross Amount Carried at Close of Period
Land and Improvements	191,398
Buildings and Improvements	2,169,533
Total	2,360,931
Accumulated Depreciation	955,838
NBV	1,405,093
UNITED STATES PROPERTIES | Senior Housing | Sunrise Senior Living
Real Estate and Accumulated Depreciation
Encumbrances	0
Initial Cost to Company
Land and Improvements	198,915
Buildings and Improvements	2,113,355
Costs Capitalized Subsequent to Acquisition	213,682
Gross Amount Carried at Close of Period
Land and Improvements	211,200
Buildings and Improvements	2,314,752
Total	2,525,952
Accumulated Depreciation	1,054,266
NBV	1,471,686
UNITED STATES PROPERTIES | Senior Housing | Sinceri Senior Living
Real Estate and Accumulated Depreciation
Encumbrances	0
Initial Cost to Company
Land and Improvements	57,120
Buildings and Improvements	590,981
Costs Capitalized Subsequent to Acquisition	47,177
Gross Amount Carried at Close of Period
Land and Improvements	56,028
Buildings and Improvements	639,250
Total	695,278
Accumulated Depreciation	242,250
NBV	453,028
UNITED STATES PROPERTIES | Senior Housing | Priority Life Care Properties
Real Estate and Accumulated Depreciation
Encumbrances	0
Initial Cost to Company
Land and Improvements	25,356
Buildings and Improvements	279,159
Costs Capitalized Subsequent to Acquisition	36,906
Gross Amount Carried at Close of Period
Land and Improvements	26,232
Buildings and Improvements	315,189
Total	341,421
Accumulated Depreciation	124,292
NBV	217,129
UNITED STATES PROPERTIES | Senior Housing | Koelsch Senior Communities
Real Estate and Accumulated Depreciation
Encumbrances	74,556
Initial Cost to Company
Land and Improvements	27,721
Buildings and Improvements	292,414
Costs Capitalized Subsequent to Acquisition	13,285
Gross Amount Carried at Close of Period
Land and Improvements	28,131
Buildings and Improvements	305,289
Total	333,420
Accumulated Depreciation	65,045
NBV	268,375
UNITED STATES PROPERTIES | Senior Housing | Discovery Senior Living
Real Estate and Accumulated Depreciation
Encumbrances	0
Initial Cost to Company
Land and Improvements	23,308
Buildings and Improvements	268,214
Costs Capitalized Subsequent to Acquisition	32,331
Gross Amount Carried at Close of Period
Land and Improvements	24,229
Buildings and Improvements	299,624
Total	323,853
Accumulated Depreciation	103,856
NBV	219,997
UNITED STATES PROPERTIES | Senior Housing | Sodalis Senior Living
Real Estate and Accumulated Depreciation
Encumbrances	0
Initial Cost to Company
Land and Improvements	21,451
Buildings and Improvements	208,224
Costs Capitalized Subsequent to Acquisition	2,518
Gross Amount Carried at Close of Period
Land and Improvements	21,630
Buildings and Improvements	210,563
Total	232,193
Accumulated Depreciation	84,743
NBV	147,450
UNITED STATES PROPERTIES | Senior Housing | Matthews Senior Living
Real Estate and Accumulated Depreciation
Encumbrances	0
Initial Cost to Company
Land and Improvements	11,470
Buildings and Improvements	25,011
Costs Capitalized Subsequent to Acquisition	(15,253)
Gross Amount Carried at Close of Period
Land and Improvements	8,906
Buildings and Improvements	12,322
Total	21,228
Accumulated Depreciation	9,683
NBV	11,545
UNITED STATES PROPERTIES | Senior Housing | American House
Real Estate and Accumulated Depreciation
Encumbrances	0
Initial Cost to Company
Land and Improvements	6,593
Buildings and Improvements	146,157
Costs Capitalized Subsequent to Acquisition	16,564
Gross Amount Carried at Close of Period
Land and Improvements	7,680
Buildings and Improvements	161,634
Total	169,314
Accumulated Depreciation	61,208
NBV	108,106
UNITED STATES PROPERTIES | Senior Housing | Azura Memory Care
Real Estate and Accumulated Depreciation
Encumbrances	0
Initial Cost to Company
Land and Improvements	6,361
Buildings and Improvements	53,002
Costs Capitalized Subsequent to Acquisition	10,850
Gross Amount Carried at Close of Period
Land and Improvements	7,200
Buildings and Improvements	63,013
Total	70,213
Accumulated Depreciation	20,726
NBV	49,487
UNITED STATES PROPERTIES | Senior Housing | Milestone Retirement Communities
Real Estate and Accumulated Depreciation
Encumbrances	0
Initial Cost to Company
Land and Improvements	17,956
Buildings and Improvements	188,500
Costs Capitalized Subsequent to Acquisition	2,832
Gross Amount Carried at Close of Period
Land and Improvements	17,956
Buildings and Improvements	191,332
Total	209,288
Accumulated Depreciation	53,592
NBV	155,696
UNITED STATES PROPERTIES | Senior Housing | Avamere Family of Companies
Real Estate and Accumulated Depreciation
Encumbrances	0
Initial Cost to Company
Land and Improvements	20,407
Buildings and Improvements	113,192
Costs Capitalized Subsequent to Acquisition	6,609
Gross Amount Carried at Close of Period
Land and Improvements	20,653
Buildings and Improvements	119,555
Total	140,208
Accumulated Depreciation	42,209
NBV	97,999
UNITED STATES PROPERTIES | Senior Housing | Hawthorn Senior Living
Real Estate and Accumulated Depreciation
Encumbrances	57,383
Initial Cost to Company
Land and Improvements	35,668
Buildings and Improvements	220,099
Costs Capitalized Subsequent to Acquisition	8,126
Gross Amount Carried at Close of Period
Land and Improvements	35,718
Buildings and Improvements	228,175
Total	263,893
Accumulated Depreciation	12,737
NBV	251,156
UNITED STATES PROPERTIES | Senior Housing | Meridian Senior Living
Real Estate and Accumulated Depreciation
Encumbrances	0
Initial Cost to Company
Land and Improvements	17,977
Buildings and Improvements	77,599
Costs Capitalized Subsequent to Acquisition	1,416
Gross Amount Carried at Close of Period
Land and Improvements	17,977
Buildings and Improvements	79,015
Total	96,992
Accumulated Depreciation	28,491
NBV	68,501
UNITED STATES PROPERTIES | Senior Housing | Ridgeline Management Company
Real Estate and Accumulated Depreciation
Encumbrances	0
Initial Cost to Company
Land and Improvements	11,405
Buildings and Improvements	94,242
Costs Capitalized Subsequent to Acquisition	3,219
Gross Amount Carried at Close of Period
Land and Improvements	11,405
Buildings and Improvements	97,461
Total	108,866
Accumulated Depreciation	29,630
NBV	79,236
UNITED STATES PROPERTIES | Senior Housing | Sonida Senior Living
Real Estate and Accumulated Depreciation
Encumbrances	0
Initial Cost to Company
Land and Improvements	14,080
Buildings and Improvements	118,512
Costs Capitalized Subsequent to Acquisition	25,991
Gross Amount Carried at Close of Period
Land and Improvements	14,462
Buildings and Improvements	144,121
Total	158,583
Accumulated Depreciation	59,673
NBV	98,910
UNITED STATES PROPERTIES | Senior Housing | Other Senior Housing Operators
Real Estate and Accumulated Depreciation
Encumbrances	83,133
Initial Cost to Company
Land and Improvements	115,658
Buildings and Improvements	1,030,904
Costs Capitalized Subsequent to Acquisition	45,210
Gross Amount Carried at Close of Period
Land and Improvements	114,520
Buildings and Improvements	1,077,252
Total	1,191,772
Accumulated Depreciation	303,940
NBV	887,832
UNITED STATES PROPERTIES | Senior Housing | Other Senior Housing CIP
Real Estate and Accumulated Depreciation
Encumbrances	0
Initial Cost to Company
Land and Improvements	0
Buildings and Improvements	73
Costs Capitalized Subsequent to Acquisition	0
Gross Amount Carried at Close of Period
Land and Improvements	0
Buildings and Improvements	73
Total	73
Accumulated Depreciation	0
NBV	73
UNITED STATES PROPERTIES | Medical Office
Real Estate and Accumulated Depreciation
Encumbrances	276,947
Initial Cost to Company
Land and Improvements	342,501
Buildings and Improvements	4,092,896
Costs Capitalized Subsequent to Acquisition	685,885
Gross Amount Carried at Close of Period
Land and Improvements	340,202
Buildings and Improvements	4,781,080
Total	5,121,282
Accumulated Depreciation	1,683,107
NBV	3,438,175
UNITED STATES PROPERTIES | Medical Office | Lillibridge
Real Estate and Accumulated Depreciation
Encumbrances	37,821
Initial Cost to Company
Land and Improvements	150,207
Buildings and Improvements	1,992,555
Costs Capitalized Subsequent to Acquisition	505,405
Gross Amount Carried at Close of Period
Land and Improvements	149,840
Buildings and Improvements	2,498,327
Total	2,648,167
Accumulated Depreciation	996,900
NBV	1,651,267
UNITED STATES PROPERTIES | Medical Office | PMB RES
Real Estate and Accumulated Depreciation
Encumbrances	238,647
Initial Cost to Company
Land and Improvements	73,863
Buildings and Improvements	972,701
Costs Capitalized Subsequent to Acquisition	119,813
Gross Amount Carried at Close of Period
Land and Improvements	75,214
Buildings and Improvements	1,091,163
Total	1,166,377
Accumulated Depreciation	359,768
NBV	806,609
UNITED STATES PROPERTIES | Medical Office | Ardent Health Services
Real Estate and Accumulated Depreciation
Encumbrances	0
Initial Cost to Company
Land and Improvements	5,638
Buildings and Improvements	214,808
Costs Capitalized Subsequent to Acquisition	600
Gross Amount Carried at Close of Period
Land and Improvements	5,638
Buildings and Improvements	215,408
Total	221,046
Accumulated Depreciation	7,887
NBV	213,159
UNITED STATES PROPERTIES | Medical Office | Memorial Health System
Real Estate and Accumulated Depreciation
Encumbrances	0
Initial Cost to Company
Land and Improvements	2,346
Buildings and Improvements	25,031
Costs Capitalized Subsequent to Acquisition	13,166
Gross Amount Carried at Close of Period
Land and Improvements	2,451
Buildings and Improvements	38,092
Total	40,543
Accumulated Depreciation	20,981
NBV	19,562
UNITED STATES PROPERTIES | Medical Office | Other MOBs
Real Estate and Accumulated Depreciation
Encumbrances	479
Initial Cost to Company
Land and Improvements	110,447
Buildings and Improvements	887,801
Costs Capitalized Subsequent to Acquisition	46,901
Gross Amount Carried at Close of Period
Land and Improvements	107,059
Buildings and Improvements	938,090
Total	1,045,149
Accumulated Depreciation	297,571
NBV	747,578
UNITED STATES PROPERTIES | Medical Office | Other MOBs CIP
Real Estate and Accumulated Depreciation
Encumbrances	0
Initial Cost to Company
Land and Improvements	0
Buildings and Improvements	0
Costs Capitalized Subsequent to Acquisition	0
Gross Amount Carried at Close of Period
Land and Improvements	0
Buildings and Improvements	0
Total	0
Accumulated Depreciation	0
NBV	0
UNITED STATES PROPERTIES | Life Science, Research & Innovation
Real Estate and Accumulated Depreciation
Encumbrances	242,600
Initial Cost to Company
Land and Improvements	146,379
Buildings and Improvements	1,708,458
Costs Capitalized Subsequent to Acquisition	126,047
Gross Amount Carried at Close of Period
Land and Improvements	148,331
Buildings and Improvements	1,832,553
Total	1,980,884
Accumulated Depreciation	320,718
NBV	1,660,166
UNITED STATES PROPERTIES | Life Science, Research & Innovation | Wexford
Real Estate and Accumulated Depreciation
Encumbrances	242,600
Initial Cost to Company
Land and Improvements	92,229
Buildings and Improvements	1,582,631
Costs Capitalized Subsequent to Acquisition	125,979
Gross Amount Carried at Close of Period
Land and Improvements	94,181
Buildings and Improvements	1,706,658
Total	1,800,839
Accumulated Depreciation	309,613
NBV	1,491,226
UNITED STATES PROPERTIES | Life Science, Research & Innovation | Other Life Science
Real Estate and Accumulated Depreciation
Encumbrances	0
Initial Cost to Company
Land and Improvements	1,194
Buildings and Improvements	76,515
Costs Capitalized Subsequent to Acquisition	68
Gross Amount Carried at Close of Period
Land and Improvements	1,194
Buildings and Improvements	76,583
Total	77,777
Accumulated Depreciation	7,204
NBV	70,573
UNITED STATES PROPERTIES | Life Science, Research & Innovation | Other Life Science CIP
Real Estate and Accumulated Depreciation
Encumbrances	0
Initial Cost to Company
Land and Improvements	52,956
Buildings and Improvements	49,312
Costs Capitalized Subsequent to Acquisition	0
Gross Amount Carried at Close of Period
Land and Improvements	52,956
Buildings and Improvements	49,312
Total	102,268
Accumulated Depreciation	3,901
NBV	98,367
UNITED STATES PROPERTIES | IRFs & LTACs
Real Estate and Accumulated Depreciation
Encumbrances	0
Initial Cost to Company
Land and Improvements	44,442
Buildings and Improvements	389,838
Costs Capitalized Subsequent to Acquisition	68
Gross Amount Carried at Close of Period
Land and Improvements	43,442
Buildings and Improvements	390,906
Total	434,348
Accumulated Depreciation	251,897
NBV	182,451
UNITED STATES PROPERTIES | IRFs & LTACs | Kindred Healthcare
Real Estate and Accumulated Depreciation
Encumbrances	0
Initial Cost to Company
Land and Improvements	33,385
Buildings and Improvements	222,156
Costs Capitalized Subsequent to Acquisition	(1,000)
Gross Amount Carried at Close of Period
Land and Improvements	32,385
Buildings and Improvements	222,156
Total	254,541
Accumulated Depreciation	207,147
NBV	47,394
UNITED STATES PROPERTIES | IRFs & LTACs | Other IRFs & LTACs
Real Estate and Accumulated Depreciation
Encumbrances	0
Initial Cost to Company
Land and Improvements	11,057
Buildings and Improvements	167,682
Costs Capitalized Subsequent to Acquisition	1,068
Gross Amount Carried at Close of Period
Land and Improvements	11,057
Buildings and Improvements	168,750
Total	179,807
Accumulated Depreciation	44,750
NBV	135,057
UNITED STATES PROPERTIES | Health Systems | Ardent Health Services
Real Estate and Accumulated Depreciation
Encumbrances	0
Initial Cost to Company
Land and Improvements	98,428
Buildings and Improvements	1,126,010
Costs Capitalized Subsequent to Acquisition	78,104
Gross Amount Carried at Close of Period
Land and Improvements	97,416
Buildings and Improvements	1,205,126
Total	1,302,542
Accumulated Depreciation	252,999
NBV	1,049,543
UNITED STATES PROPERTIES | Skilled Nursing
Real Estate and Accumulated Depreciation
Encumbrances	0
Initial Cost to Company
Land and Improvements	12,986
Buildings and Improvements	183,538
Costs Capitalized Subsequent to Acquisition	(4,303)
Gross Amount Carried at Close of Period
Land and Improvements	13,166
Buildings and Improvements	179,055
Total	192,221
Accumulated Depreciation	86,587
NBV	105,634
UNITED STATES PROPERTIES | Skilled Nursing | Genesis Healthcare
Real Estate and Accumulated Depreciation
Encumbrances	0
Initial Cost to Company
Land and Improvements	11,350
Buildings and Improvements	164,745
Costs Capitalized Subsequent to Acquisition	(5,708)
Gross Amount Carried at Close of Period
Land and Improvements	11,350
Buildings and Improvements	159,037
Total	170,387
Accumulated Depreciation	73,087
NBV	97,300
UNITED STATES PROPERTIES | Skilled Nursing | Other Skilled Nursing
Real Estate and Accumulated Depreciation
Encumbrances	0
Initial Cost to Company
Land and Improvements	1,636
Buildings and Improvements	18,793
Costs Capitalized Subsequent to Acquisition	1,405
Gross Amount Carried at Close of Period
Land and Improvements	1,816
Buildings and Improvements	20,018
Total	21,834
Accumulated Depreciation	13,500
NBV	8,334
CANADIAN PROPERTIES | Senior Housing
Real Estate and Accumulated Depreciation
Encumbrances	1,131,643
Initial Cost to Company
Land and Improvements	311,758
Buildings and Improvements	3,318,406
Costs Capitalized Subsequent to Acquisition	(159,763)
Gross Amount Carried at Close of Period
Land and Improvements	289,678
Buildings and Improvements	3,180,723
Total	3,470,401
Accumulated Depreciation	549,486
NBV	2,920,915
CANADIAN PROPERTIES | Senior Housing | Atria Senior Living
Real Estate and Accumulated Depreciation
Encumbrances	0
Initial Cost to Company
Land and Improvements	75,553
Buildings and Improvements	845,363
Costs Capitalized Subsequent to Acquisition	(72,107)
Gross Amount Carried at Close of Period
Land and Improvements	66,479
Buildings and Improvements	782,330
Total	848,809
Accumulated Depreciation	236,902
NBV	611,907
CANADIAN PROPERTIES | Senior Housing | Sunrise Senior Living
Real Estate and Accumulated Depreciation
Encumbrances	0
Initial Cost to Company
Land and Improvements	46,600
Buildings and Improvements	418,821
Costs Capitalized Subsequent to Acquisition	(70,388)
Gross Amount Carried at Close of Period
Land and Improvements	38,786
Buildings and Improvements	356,247
Total	395,033
Accumulated Depreciation	162,284
NBV	232,749
CANADIAN PROPERTIES | Senior Housing | Other Senior Housing CIP
Real Estate and Accumulated Depreciation
Encumbrances	37,087
Initial Cost to Company
Land and Improvements	14,832
Buildings and Improvements	92,133
Costs Capitalized Subsequent to Acquisition	0
Gross Amount Carried at Close of Period
Land and Improvements	14,832
Buildings and Improvements	92,133
Total	106,965
Accumulated Depreciation	0
NBV	106,965
CANADIAN PROPERTIES | Senior Housing | Le Groupe Maurice
Real Estate and Accumulated Depreciation
Encumbrances	1,094,556
Initial Cost to Company
Land and Improvements	149,601
Buildings and Improvements	1,815,395
Costs Capitalized Subsequent to Acquisition	(6,378)
Gross Amount Carried at Close of Period
Land and Improvements	146,110
Buildings and Improvements	1,812,508
Total	1,958,618
Accumulated Depreciation	144,733
NBV	1,813,885
CANADIAN PROPERTIES | Senior Housing | Brightwater Senior Living
Real Estate and Accumulated Depreciation
Encumbrances	0
Initial Cost to Company
Land and Improvements	25,172
Buildings and Improvements	146,694
Costs Capitalized Subsequent to Acquisition	(10,890)
Gross Amount Carried at Close of Period
Land and Improvements	23,471
Buildings and Improvements	137,505
Total	160,976
Accumulated Depreciation	5,567
NBV	155,409
UNITED KINGDOM PROPERTIES | Senior Housing | Canford Healthcare Limited
Real Estate and Accumulated Depreciation
Encumbrances	0
Initial Cost to Company
Land and Improvements	42,445
Buildings and Improvements	84,181
Costs Capitalized Subsequent to Acquisition	(21,537)
Gross Amount Carried at Close of Period
Land and Improvements	35,037
Buildings and Improvements	70,052
Total	105,089
Accumulated Depreciation	16,863
NBV	88,226
UNITED KINGDOM PROPERTIES | International Hospital | Spire Healthcare
Real Estate and Accumulated Depreciation
Encumbrances	0
Initial Cost to Company
Land and Improvements	11,903
Buildings and Improvements	136,628
Costs Capitalized Subsequent to Acquisition	(33,162)
Gross Amount Carried at Close of Period
Land and Improvements	9,245
Buildings and Improvements	106,124
Total	115,370
Accumulated Depreciation	19,229
NBV	$ 96,141

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SCHEDULE IV MORTGAGE LOANS ON REAL ESTATE - Loans (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) loan	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items]
Prior Liens	$ 1,016,804
Face Amount of Mortgages	511,394
Carrying Amount of Mortgages	491,334	$ 486,200	$ 552,797	$ 642,218
Multiple
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items]
Principal Amount of Loans Subject to Delinquent Principal or Interest	$ 0
First Mortgage | Pennsylvania
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items]
Number of assets | loan	1
Maturity Date	Nov. 04, 2027
Prior Liens	$ 0
Face Amount of Mortgages	18,086
Carrying Amount of Mortgages	18,100
Principal Amount of Loans Subject to Delinquent Principal or Interest	$ 0
First Mortgage | Pennsylvania | Secured Overnight Financing Rate (SOFR)
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items]
Interest Rate	3.75%
First Mortgage | Texas
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items]
Number of assets | loan	2
Interest Rate	9.50%
Maturity Date	Jun. 16, 2024
Prior Liens	$ 0
Face Amount of Mortgages	7,226
Carrying Amount of Mortgages	7,152
Principal Amount of Loans Subject to Delinquent Principal or Interest	$ 0
First Mortgage | Texas | Secured Overnight Financing Rate (SOFR)
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items]
Interest Rate	5.50%
Mezzanine Loan | Multiple
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items]
Number of assets | loan	153
Maturity Date	Jun. 09, 2023
Prior Liens	$ 1,016,804
Face Amount of Mortgages	486,082
Carrying Amount of Mortgages	466,082
Principal Amount of Loans Subject to Delinquent Principal or Interest	$ 0
Mezzanine Loan | Multiple | London Interbank Offered Rate (LIBOR)
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items]
Interest Rate	6.42%

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SCHEDULE IV MORTGAGE LOANS ON REAL ESTATE - Mortgage Loan Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
SEC Schedule, 12-29, Real Estate Companies, Investment in Movement in Mortgage Loans on Real Estate [Roll Forward]
Beginning Balance	$ 486,200	$ 552,797	$ 642,218
New loans	25,247	0	66,000
Total additions	25,247	0	66,000
Principal repayments	(113)	(66,597)	(155,170)
Allowance	(20,000)	0	0
Total deductions	(20,113)	(66,597)	(155,170)
Effect of foreign currency translation	0	0	(251)
Ending Balance	$ 491,334	$ 486,200	$ 552,797