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Ventas, Inc. - Quarter Report: 2023 June (Form 10-Q)


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2023
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)
Delaware61-1055020
(State or Other Jurisdiction of Incorporation or Organization)(I.R.S. Employer Identification No.)
353 N. Clark Street, Suite 3300
Chicago, Illinois 60654
(Address of Principal Executive Offices)    
(877) 483-6827
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading SymbolName of Exchange on Which Registered
Common Stock $0.25 par value
VTRNew York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes     No 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes     No 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company Emerging growth company  
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of August 1, 2023, there were 402,377,931 shares of the registrant’s common stock outstanding.
    



VENTAS, INC.
FORM 10-Q
INDEX
  Page
 
Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022
Consolidated Statements of Income for the Three and Six Months Ended June 30, 2023 and 2022
Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2023 and 2022
Consolidated Statements of Equity for the Three and Six Months Ended June 30, 2023 and 2022
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2023 and 2022
Item 3.Defaults Upon Senior Securities
Item 4.Mine Safety Disclosures



PART I—FINANCIAL INFORMATION

ITEM 1.    CONSOLIDATED FINANCIAL STATEMENTS

VENTAS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts, unaudited)
As of June 30, 2023As of December 31, 2022
Assets
Real estate investments:  
Land and improvements$2,630,480 $2,437,905 
Buildings and improvements27,438,274 26,020,048 
Construction in progress387,194 310,456 
Acquired lease intangibles1,498,639 1,346,190 
Operating lease assets321,344 310,307 
32,275,931 30,424,906 
Accumulated depreciation and amortization(9,792,822)(9,264,456)
Net real estate property22,483,109 21,160,450 
Secured loans receivable and investments, net27,749 537,075 
Investments in unconsolidated real estate entities629,184 579,949 
Net real estate investments23,140,042 22,277,474 
Cash and cash equivalents138,648 122,564 
Escrow deposits and restricted cash71,699 48,181 
Goodwill1,045,147 1,044,415 
Assets held for sale21,027 44,893 
Deferred income tax assets, net6,980 10,490 
Other assets647,319 609,823 
Total assets$25,070,862 $24,157,840 
Liabilities and equity  
Liabilities: 
Senior notes payable and other debt$13,354,740 $12,296,780 
Accrued interest112,788 110,542 
Operating lease liabilities200,968 190,440 
Accounts payable and other liabilities1,069,590 1,031,689 
Liabilities related to assets held for sale2,959 6,492 
Deferred income tax liabilities29,702 35,570 
Total liabilities14,770,747 13,671,513 
Redeemable OP unitholder and noncontrolling interests271,671 264,650 
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, 400,620 and 399,707 shares outstanding at June 30, 2023 and December 31, 2022, respectively
100,206 99,912 
Capital in excess of par value15,584,858 15,539,777 
Accumulated other comprehensive loss(14,552)(36,800)
Retained earnings (deficit)(5,688,499)(5,449,385)
Treasury stock, 276 and 10 shares issued at June 30, 2023 and December 31, 2022, respectively
(13,631)(536)
Total Ventas stockholders’ equity9,968,382 10,152,968 
Noncontrolling interests60,062 68,709 
Total equity10,028,444 10,221,677 
Total liabilities and equity$25,070,862 $24,157,840 
See accompanying notes.
1


VENTAS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts, unaudited)
 For the Three Months Ended June 30,For the Six Months Ended June 30,
 2023202220232022
Revenues  
Rental income:  
Triple-net leased$154,355 $149,397 $304,094 $300,958 
Outpatient medical and research portfolio215,807 199,241 418,811 399,781 
370,162 348,638 722,905 700,739 
Resident fees and services724,614 658,056 1,429,607 1,309,177 
Third party capital management revenues3,996 4,326 8,173 8,275 
Income from loans and investments6,554 10,752 20,143 20,599 
Interest and other income1,032 1,166 2,775 1,702 
Total revenues1,106,358 1,022,938 2,183,603 2,040,492 
Expenses  
Interest143,265 113,951 271,340 224,745 
Depreciation and amortization304,689 283,075 586,808 572,139 
Property-level operating expenses:
Senior housing547,110 507,446 1,084,332 982,976 
Outpatient medical and research portfolio72,171 63,328 139,084 126,511 
Triple-net leased3,537 3,585 7,333 7,593 
622,818 574,359 1,230,749 1,117,080 
Third party capital management expenses1,436 1,410 3,142 2,723 
General, administrative and professional fees34,399 32,915 79,197 75,913 
(Gain) loss on extinguishment of debt, net(6,801)(6,801)
Transaction expenses and deal costs3,069 13,078 4,455 33,070 
Allowance on loans receivable and investments(12,065)(62)(20,129)(116)
Gain on foreclosure of real estate(29,127)— (29,127)— 
Other(17,959)48,116 (10,197)20,926 
Total expenses1,043,724 1,066,849 2,109,437 2,046,487 
Income (loss) before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests62,634 (43,911)74,166 (5,995)
Income (loss) from unconsolidated entities31,254 (1,047)25,631 (5,316)
Gain (loss) on real estate dispositions1,405 (34)11,606 2,421 
Income tax benefit9,773 3,790 12,575 8,280 
Income (loss) from continuing operations105,066 (41,202)123,978 (610)
Net income (loss)105,066 (41,202)123,978 (610)
Net income attributable to noncontrolling interests1,613 1,214 3,008 3,074 
Net income (loss) attributable to common stockholders$103,453 $(42,416)$120,970 $(3,684)
Earnings per common share  
Basic:  
Income (loss) from continuing operations$0.26 $(0.10)$0.31 $— 
Net income (loss) attributable to common stockholders0.26 (0.11)0.30 (0.01)
Diluted:1
    
Income (loss) from continuing operations$0.26 $(0.10)$0.31 $— 
Net income (loss) attributable to common stockholders0.26 (0.11)0.30 (0.01)
______________________________
1 Potential common shares are not included in the computation of diluted earnings per share (“EPS”) when a loss from continuing operations exists as the effect would be an antidilutive per share amount.

See accompanying notes.
2


VENTAS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands, unaudited)

 For the Three Months Ended June 30,For the Six Months Ended June 30,
 2023202220232022
Net income (loss)$105,066 $(41,202)$123,978 $(610)
Other comprehensive income:  
Foreign currency translation income (loss)1,881 (11,429)5,780 (20,742)
Unrealized loss on available for sale securities— (1,531)— (2,119)
Unrealized gain on derivative instruments28,001 14,107 19,199 33,143 
Total other comprehensive income29,882 1,147 24,979 10,282 
Comprehensive income (loss)134,948 (40,055)148,957 9,672 
Comprehensive income (loss) attributable to noncontrolling interests5,578 (580)5,739 5,191 
Comprehensive income (loss) attributable to common stockholders$129,370 $(39,475)$143,218 $4,481 
   
See accompanying notes.
3


VENTAS, INC.
CONSOLIDATED STATEMENTS OF EQUITY
For the Three Months Ended June 30, 2023 and 2022
(In thousands, except per share amounts, unaudited)

For the Three Months Ended June 30, 2023
2019Common
Stock Par
Value
Capital in
Excess of
Par Value
Accumulated
Other
Comprehensive
(Loss) Income
Retained
Earnings
(Deficit)
Treasury
Stock
Total Ventas
Stockholders’
Equity
Noncontrolling
Interests
Total Equity
Balance at April 1, 2023$100,065 $15,562,017 $(40,469)$(5,611,067)$(13,555)$9,996,991 $67,611 $10,064,602 
Net income— — — 103,453 — 103,453 1,613 105,066 
Other comprehensive income— — 25,917 — — 25,917 3,965 29,882 
Net change in noncontrolling interests
— 3,463 — — — 3,463 (13,127)(9,664)
Dividends to common stockholders—$0.45 per share
— 10 — (180,885)— (180,875)— (180,875)
Issuance of common stock for stock plans, restricted stock grants and other
141 30,378 — — (76)30,443 — 30,443 
Adjust redeemable OP unitholder interests to current fair value— (11,010)— — — (11,010)— (11,010)
Balance at June 30, 2023$100,206 $15,584,858 $(14,552)$(5,688,499)$(13,631)$9,968,382 $60,062 $10,028,444 

For the Three Months Ended June 30, 2022
Common
Stock Par
Value
Capital in
Excess of
Par Value
Accumulated
Other
Comprehensive
(Loss) Income
Retained
Earnings
(Deficit)
Treasury
Stock
Total Ventas
Stockholders’
Equity
Noncontrolling
Interests
Total Equity
Balance at April 1, 2022$99,888 $15,478,467 $(59,296)$(4,821,653)$— $10,697,406 $95,284 $10,792,690 
Net loss
— — — (42,416)— (42,416)1,214 (41,202)
Other comprehensive income
— — 2,941 — — 2,941 (1,794)1,147 
Net change in noncontrolling interests
— (7,379)— — — (7,379)(3,906)(11,285)
Dividends to common stockholders—$0.45 per share
— — — (180,500)— (180,500)— (180,500)
Issuance of common stock for stock plans, restricted stock grants and other25 9,882 — — (408)9,499 — 9,499 
Adjust redeemable OP unitholder
    interests to current fair value
— 33,045 — — — 33,045 — 33,045 
Balance at June 30, 2022$99,913 $15,514,015 $(56,355)$(5,044,569)$(408)$10,512,596 $90,798 $10,603,394 

See accompanying notes.
4


VENTAS, INC.
CONSOLIDATED STATEMENTS OF EQUITY
For the Six Months Ended June 30, 2023 and 2022
(In thousands, except per share amounts, unaudited)

For the Six Months Ended June 30, 2023
2019Common
Stock Par
Value
Capital in
Excess of
Par Value
Accumulated
Other
Comprehensive
(Loss) Income
Retained
Earnings
(Deficit)
Treasury
Stock
Total Ventas
Stockholders’
Equity
Noncontrolling
Interests
Total Equity
Balance at January 1, 2023$99,912 $15,539,777 $(36,800)$(5,449,385)$(536)$10,152,968 $68,709 $10,221,677 
Net income— — — 120,970 — 120,970 3,008 123,978 
Other comprehensive income— — 22,248 — — 22,248 2,731 24,979 
Net change in noncontrolling interests
— 4,856 — — — 4,856 (14,386)(9,530)
Dividends to common stockholders—$0.90 per share
— 10 — (360,084)— (360,074)— (360,074)
Issuance of common stock for stock plans, restricted stock grants and other
294 48,217 — — (13,095)35,416 — 35,416 
Adjust redeemable OP unitholder interests to current fair value
— (7,933)— — — (7,933)— (7,933)
Redemption of OP Units
— (69)— — — (69)— (69)
Balance at June 30, 2023$100,206 $15,584,858 $(14,552)$(5,688,499)$(13,631)$9,968,382 $60,062 $10,028,444 

For the Six Months Ended June 30, 2022
Common
Stock Par
Value
Capital in
Excess of
Par Value
Accumulated
Other
Comprehensive
(Loss) Income
Retained
Earnings
(Deficit)
Treasury
Stock
Total Ventas
Stockholders’
Equity
Noncontrolling
Interests
Total Equity
Balance at January 1, 2022$99,838 $15,498,956 $(64,520)$(4,679,889)$— $10,854,385 $91,375 $10,945,760 
Net loss
— — — (3,684)— (3,684)3,074 (610)
Other comprehensive income
— — 8,165 — — 8,165 2,117 10,282 
Net change in noncontrolling interests— (6,521)— — — (6,521)(5,768)(12,289)
Dividends to common stockholders—$0.90 per share
— — — (360,996)— (360,996)— (360,996)
Issuance of common stock for stock plans, restricted stock grants and other
75 25,172 — — (408)24,839 — 24,839 
Adjust redeemable OP unitholder interests to current fair value
— (3,592)— — — (3,592)— (3,592)
Balance at June 30, 2022$99,913 $15,514,015 $(56,355)$(5,044,569)$(408)$10,512,596 $90,798 $10,603,394 
See accompanying notes.

5


VENTAS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, unaudited)
 For the Six Months Ended June 30,
 20232022
Cash flows from operating activities: 
Net income (loss)$123,978 $(610)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization586,808 572,139 
Amortization of deferred revenue and lease intangibles, net(29,592)(33,491)
Other non-cash amortization8,969 6,412 
Allowance on loans receivable and investments(20,129)(116)
Stock-based compensation20,389 22,601 
Straight-lining of rental income(1,884)(7,559)
(Gain) loss on extinguishment of debt, net(6,801)
Gain on real estate dispositions(11,606)(2,421)
Income tax benefit(15,813)(11,184)
(Gain) loss and other from unconsolidated entities(25,618)5,322 
Gain on foreclosure of real estate(29,127)— 
Distributions from unconsolidated entities9,682 10,719 
Other(14,279)25,128 
Changes in operating assets and liabilities:
Increase in other assets(17,341)(32,622)
Decrease in accrued interest(3,524)(2,008)
(Decrease) increase in accounts payable and other liabilities(19,468)315 
Net cash provided by operating activities554,644 552,632 
Cash flows from investing activities:  
Net investment in real estate property(977)(388,295)
Investment in loans receivable(589)(5,225)
Proceeds from real estate disposals64,405 6,171 
Proceeds from loans receivable43,822 487 
Proceeds from sale of interest in unconsolidated entities50,054 — 
Net cash assumed in foreclosure of real estate11,615 — 
Development project expenditures(144,809)(81,878)
Capital expenditures(96,271)(91,004)
Distributions from unconsolidated entities— 25,652 
Investment in unconsolidated entities(64,247)(33,086)
Insurance proceeds for property damage claims9,390 7,918 
Net cash used in investing activities(127,607)(559,260)
Cash flows from financing activities:  
Net change in borrowings under revolving credit facilities8,293 (7,822)
Net change in borrowings under commercial paper program(267,414)55,184 
Proceeds from debt1,748,532 706,915 
Repayment of debt(1,489,112)(394,395)
Purchase of noncontrolling interests(110)(170)
Payment of deferred financing costs(27,356)(4,126)
Issuance of common stock, net25,007 — 
Cash distribution to common stockholders(361,703)(360,098)
Cash distribution to redeemable OP unitholders(3,089)(3,072)
Cash issued for redemption of OP Units(655)— 
Contributions from noncontrolling interests7,979 39 
Distributions to noncontrolling interests(17,388)(7,873)
Proceeds from stock option exercises1,736 8,691 
Other(12,805)(6,219)
Net cash used in financing activities(388,085)(12,946)
Net increase (decrease) in cash, cash equivalents and restricted cash38,952 (19,574)
Effect of foreign currency translation650 (992)
Cash, cash equivalents and restricted cash at beginning of period170,745 196,597 
Cash, cash equivalents and restricted cash at end of period$210,347 $176,031 

See accompanying notes.
6


VENTAS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(In thousands, unaudited)
 For the Six Months Ended June 30,
 20232022
Supplemental schedule of non-cash activities:  
Assets acquired and liabilities assumed from acquisitions and other:  
Real estate investments$— $3,176 
Other assets7,873 362 
Other liabilities9,000 2,944 
Deferred income tax liability12,382 594 
Settlement of loan receivable486,082 — 
Real estate received in settlement of loan receivable1,566,395 — 
Assumption of debt related to real estate owned1,016,804 — 

See accompanying notes.
7

VENTAS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 1—DESCRIPTION OF BUSINESS

Ventas, Inc. (together with its consolidated subsidiaries, unless otherwise indicated or except where the context otherwise requires, “we,” “us,” “our,” “Company” and other similar terms), an S&P 500 company, is a real estate investment trust (“REIT”) operating at the intersection of healthcare and real estate. We hold a highly diversified portfolio of senior housing communities, outpatient medical buildings, research 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 June 30, 2023, we owned or had investments in approximately 1,400 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 outpatient medical and research portfolio, which was formerly known as office operations. See “Note 2 – Accounting Policies” and “Note 15 – Segment Information.” Our senior housing communities are either subject to triple-net leases, in which case they are included in our triple-net leased properties reportable business segment, or operated by independent third-party managers, in which case they are included in our SHOP reportable business segment.

As of June 30, 2023, we leased a total of 355 properties (excluding properties within our outpatient medical and research portfolio 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 (including 19 outpatient medical buildings) and 29 properties, respectively, as of June 30, 2023.

As of June 30, 2023, 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 579 senior housing communities.

As of June 30, 2023, we owned or had investments in a total of 460 properties in our outpatient medical and research portfolio reportable business segment. These properties generally consist of outpatient medical buildings that are predominantly located on or contiguous to a health system campus and research 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 outpatient medical building 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.

8

VENTAS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 2—ACCOUNTING POLICIES

The accompanying Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information set forth in the Accounting Standards Codification (“ASC”), as published by the Financial Accounting Standards Board (“FASB”), and with the Securities and Exchange Commission (“SEC”) instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement of results for the interim period have been included. Operating results for the three and six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. The accompanying Consolidated Financial Statements and related notes should be read in conjunction with the audited Consolidated Financial Statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Annual Report”). Certain prior period amounts have been reclassified to conform to the current period presentation.

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.

Principles of Consolidation

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

GAAP requires us to identify entities for which control is achieved through means other than voting rights and to determine which business enterprise is the primary beneficiary of variable interest entities (“VIEs”). Substantially all of the assets of the VIEs are real estate investments, and substantially all of the liabilities of the VIEs are mortgage loans. Assets of the consolidated VIEs can only be used to settle obligations of such VIEs. Liabilities of the consolidated VIEs represent claims against the specific assets of the VIEs. The table below summarizes the total assets and liabilities of our consolidated VIEs as reported on our Consolidated Balance Sheets (dollars in thousands):
As of June 30, 2023As of December 31, 2022
Total AssetsTotal LiabilitiesTotal AssetsTotal Liabilities
NHP/PMB L.P.$746,467 $252,293 $741,890 $252,518 
Fonds Immobilier Groupe Maurice, S.E.C.2,009,243 1,213,624 1,957,075 1,170,928 
Other identified VIEs1,704,600 359,247 1,699,949 333,185 
Tax credit VIEs121,771 16,504 128,240 16,767 

U.S. Department of Health & Human Services Grants

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

9

VENTAS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

During the three and six months ended June 30, 2023, we did not receive any HHS grants. During the three and six months ended June 30, 2022, we received $0 and $34.0 million, respectively, in HHS grants in connection with our applications and recognized these grants within property-level operating expenses in our Consolidated Statements of Income in the period in which they were received.

Accounting for Foreclosed Properties

The Company may receive properties pursuant to a foreclosure, deed in lieu of foreclosure or other legal action in full or partial settlement of loans receivable by taking legal title or physical possession of the properties. We refer to such actions as a “foreclosure” and to such properties as “foreclosed properties”. We account for foreclosed properties received in settlement of loans receivable in accordance with ASC 310, Receivables. Foreclosed real estate received in full or partial satisfaction of a loan and any debt assumed upon foreclosure is recorded at fair value at the time of foreclosure. If the amortized cost basis in the loan exceeds the fair value of the collateral received, the difference is recorded as an allowance on loans receivable and investments in the Consolidated Statements of Income. Conversely, if the fair value of the collateral received is higher than the amortized cost basis in the loan, the difference, less the fair value of any debt assumed, less the principal amount of the loan receivable (after the reversal of previously recorded allowances), and net of working capital assumed and transaction costs, is recorded as a gain on foreclosure of real estate in the Consolidated Statements of Income.

Exchangeable Senior Notes

We account for our exchangeable senior notes in accordance with ASC 470-20, Debt - Debt with Conversion and Other Options (after the adoption of Accounting Standards Update (ASU) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (ASU 2020-06)). We evaluate the exchange features embedded in our exchangeable senior notes in accordance with ASC 815, Derivatives and Hedging. ASC 815 requires embedded derivatives to be separated from their host nonderivative contracts and accounted for as free-standing derivative financial instruments if, and only if, each of the following three criteria is met: (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Certain contracts that involve an entity’s own equity are explicitly exempted from the requirements of ASC 815.

NOTE 3—CONCENTRATION OF CREDIT RISK

As of June 30, 2023, Atria, Sunrise, Brookdale Senior Living, Ardent and Kindred managed or operated approximately 25.1%, 9.5%, 7.6%, 5.1% and 0.8%, respectively, of our consolidated real estate investments based on gross book value (excluding properties classified as held for sale as of June 30, 2023). 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 11.1% and 54.5% of our consolidated real estate investments were senior housing communities included in the triple-net leased properties and SHOP reportable business segments, respectively (excluding properties classified as held for sale as of June 30, 2023). Outpatient medical buildings, research 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 34.4%. Our consolidated properties were located in 47 states, the District of Columbia, seven Canadian provinces and the United Kingdom as of June 30, 2023, 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, less interest and other income, property-level operating expenses and third party capital management expenses) for each of the three months ended June 30, 2023 and 2022. See “Non-GAAP Financial Measures” included elsewhere in this Quarterly Report on Form 10-Q for additional disclosure and a reconciliation of net income attributable to common stockholders, as computed in accordance with GAAP, to NOI.

10

VENTAS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Triple-Net Leased Properties

The properties we triple-net leased to Brookdale Senior Living, Ardent and Kindred accounted for a significant portion of total revenues and total NOI for the three months ended June 30, 2023 and 2022. The following table reflects the concentration risk related to our triple-net leased properties including assets held for sale for the periods presented:
 For the Three Months Ended June 30,
 20232022
Contribution as a Percentage of Total Revenues (1):
  
Brookdale Senior Living3.4 %3.6 %
Ardent3.0 3.2 
Kindred
3.0 3.3 
Contribution as a Percentage of Total NOI (2):
Brookdale Senior Living7.8 %8.4 %
Ardent6.9 7.3 
Kindred
6.9 7.6 
____________________________
(1)Total revenues include third party capital management revenues, income from loans and investments and interest and other income.
(2)See “Non-GAAP Financial Measures” included elsewhere in this Quarterly Report on Form 10-Q for additional disclosure and a reconciliation of net income attributable to common stockholders, as computed in accordance with GAAP, to NOI.

Each of our leases with Brookdale Senior Living, Ardent and Kindred is a triple-net lease that obligates the tenant to pay all property-related expenses, including maintenance, utilities, repairs, taxes, insurance and capital expenditures, and to comply with the terms of the mortgage financing documents, if any, affecting the properties. In addition, each of our Brookdale Senior Living, Ardent and Kindred leases is guaranteed by a corporate parent.

Kindred Lease

As of June 30, 2023, 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 extension at the greater of escalated rent and fair market rental. 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 June 30, 2023, Atria and Sunrise, collectively, provided comprehensive property management and accounting services with respect to 334 of our 570 consolidated senior housing communities, for which we pay annual management fees pursuant to long-term management agreements.

As of June 30, 2023, Atria and its subsidiaries, including Holiday, managed a pool of 242 senior housing communities for Ventas. Ventas has the right to terminate the management contract for 91 of the communities on short notice.

As of June 30, 2023, 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 under certain circumstances.

11

VENTAS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

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

NOTE 4—DISPOSITIONS AND IMPAIRMENTS

2023 Activity

During the six months ended June 30, 2023, we sold six senior housing communities (three of which were vacant), five outpatient medical buildings, one research center and three triple-net leased properties (two of which were vacant) for aggregate consideration of $64.4 million and recognized a gain on the sale of these assets of $11.6 million in our Consolidated Statements of Income.

Assets Held for Sale

The table below summarizes our real estate assets classified as held for sale including the amounts reported on our Consolidated Balance Sheets, which may include anticipated post-closing settlements of working capital for disposed properties (dollars in thousands):
As of June 30, 2023As of December 31, 2022
Number of Properties Held for SaleAssets Held for SaleLiabilities Related to Assets
Held for Sale
Number of Properties Held for SaleAssets Held for Sale Liabilities Related to Assets
Held for Sale
SHOP$21,027 $1,910 $44,852 $5,675 
Outpatient Medical and Research Portfolio (1)
— — 1,049 — 41 817 
Total$21,027 $2,959 $44,893 $6,492 
______________________________
(1)Primarily relates to sold assets that will be settled post close.

Real Estate Impairments

We recognized impairments of $10.7 million and $12.6 million for the three months ended June 30, 2023 and 2022, respectively, and $19.2 million and $26.9 million for the six months ended June 30, 2023 and 2022, respectively, which are recorded primarily as a component of depreciation and amortization in our Consolidated Statements of Income. The impairments recorded were primarily a result of a change in our intent to hold or a change in the future cash flows of the impaired assets.

12

VENTAS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 5—LOANS RECEIVABLE AND INVESTMENTS

As of June 30, 2023 and December 31, 2022, we had $52.2 million and $561.4 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 CostAllowanceCarrying AmountFair Value
As of June 30, 2023:
Secured/mortgage loans and other, net (1)
$27,749 $— $27,749 $27,790 
Non-mortgage loans receivable, net (2)
28,992 (4,492)24,500 23,626 
Total loans receivable and investments, net$56,741 $(4,492)$52,249 $51,416 
As of December 31, 2022:
Secured/mortgage loans and other, net (3)
$513,669 $(20,000)$493,669 $493,627 
Government-sponsored pooled loan investments, net (4)
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 (2)
28,959 (4,621)24,338 23,416 
Total loans receivable and investments, net$586,034 $(24,621)$561,413 $560,449 
______________________________
(1)Investments have contractual maturities in 2024 and 2027.
(2)Included in other assets on our Consolidated Balance Sheets.
(3)Includes the Company’s cash-pay non-recourse mezzanine loan to Santerre Health Investors (the “Santerre Mezzanine Loan”), which was no longer outstanding as of June 30, 2023. Other included investments have contractual maturities in 2024 and 2027.
(4)Repaid at par in February 2023.

On May 1, 2023, we took ownership of the properties that secured the Santerre Mezzanine Loan by converting the outstanding principal amount of the Santerre Mezzanine Loan to equity, with no additional consideration being paid. As a result, the Santerre Mezzanine Loan is no longer outstanding. The properties consisted of a diverse pool of outpatient medical buildings, senior housing operating portfolio communities, triple-net leased skilled nursing facilities and hospital assets in the United States, which, at the time, also secured a $1 billion non-recourse senior mortgage loan issued under the CHC Commercial Mortgage Trust 2019-CHC (the “CHC Mortgage Loan”). For additional information regarding the CHC Mortgage Loan, see “Note 9 – Senior Notes Payable And Other Debt.”

As of December 31, 2022, we recognized a $20.0 million allowance on the Santerre Mezzanine Loan in our Consolidated Statements of Income. 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. During the three months ended March 31, 2023, we recorded an $8.0 million partial reversal of the allowance in our Consolidated Statements of Income resulting in a $12.0 million allowance as of March 31, 2023. In connection with our equitization of the Santerre Mezzanine Loan on May 1, 2023, we recognized $41.1 million in valuation-related items in our Consolidated Statements of Income consisting of: (a) the reversal of the $12.0 million and $20.0 million of allowances on the Santerre Mezzanine Loan for the three and six months ended June 30, 2023, respectively, and (b) a gain on foreclosure of real estate of $29.1 million for the three and six months ended June 30, 2023. The gain is the fair value of the properties that secured the Santerre Mezzanine Loan, less the fair value of the CHC Mortgage Loan, less the principal amount of the Santerre Mezzanine Loan on May 1, 2023 (after the reversal of previously recorded allowances), and net of non-real estate assets and liabilities and transaction costs. For additional information, see “Note 10 – Fair Value Measurements”.

13

VENTAS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 6—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 June 30, 2023 and December 31, 2022, respectively (dollars in thousands):
Ownership as of (1)
Carrying Amount as of
June 30, 2023December 31, 2022June 30, 2023December 31, 2022
Investments in unconsolidated real estate entities:
Ventas Life Science & Healthcare Real Estate Fund21.0%21.0%$258,200 $263,979 
Pension Fund Joint Venture23.5%22.9%26,934 25,028 
Research & Innovation Development Joint Venture51.4%51.0%328,535 284,962 
Ventas Investment Management Platform613,669 573,969 
Atrium Health & Wake Forest Joint Venture48.5%48.5%14,877 5,403 
All other (2)
34.0%-38.0%
34.0%-38.0%
(2,316)577 
Total investments in unconsolidated real estate entities$626,230 $579,949 
______________________________
(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 parking structures and other de minimis investments in unconsolidated real estate entities. The balance as of June 30, 2023 includes investments in unconsolidated real estate entities that are recorded in accounts payable and other liabilities as of June 30, 2023 on our Consolidated Balance Sheets.

We provide various services to our unconsolidated real estate entities in exchange for fees and reimbursements. Total management fees earned in connection with these services were $3.6 million and $3.8 million for the three months ended June 30, 2023 and 2022, respectively, and $7.2 million and $7.3 million for the six months ended June 30, 2023 and 2022, 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.

As of June 30, 2023, we held a 7.5% ownership interest in Ardent, which entitles us to customary minority rights and protections, including the right to appoint one member to the Ardent Board of Directors. In May 2023, we sold approximately 24% of our ownership interest in Ardent to a third-party investor for $50.1 million in total proceeds. As a result of the sale, we recognized $33.5 million of gain for both the three and six months ended June 30, 2023 in income from unconsolidated entities in our Consolidated Statements of Income and our ownership interest in Ardent was reduced from 9.8% to 7.5%.

14

VENTAS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 7—INTANGIBLES

The following is a summary of our intangibles (dollars in thousands):
 As of June 30, 2023As of December 31, 2022
 BalanceWeighted Average
Remaining Amortization
Period in Years
BalanceWeighted Average
Remaining Amortization
Period in Years
Intangible assets:    
Above-market lease intangibles (1)
$141,098 6.4$129,038 5.4
In-place and other lease intangibles (2)
1,357,541 7.21,217,152 8.0
Goodwill1,045,147 N/A1,044,415 N/A
Other intangibles (2)
34,441 5.234,404 5.6
Accumulated amortization(1,137,288)N/A(1,061,305)N/A
Net intangible assets$1,440,939 7.1$1,363,704 7.8
Intangible liabilities:   
Below-market lease intangibles (1)
$342,741 7.7$333,672 8.6
Other lease intangibles13,498 N/A13,498 N/A
Accumulated amortization(261,079)N/A(258,639)N/A
Purchase option intangibles3,568 N/A3,568 N/A
Net intangible liabilities$98,728 7.7$92,099 8.6
______________________________
(1)     Amortization of above- and below-market lease intangibles is recorded as a decrease and an increase to revenues, respectively, in our Consolidated Statements of Income.
(2)     Amortization of lease intangibles is recorded in depreciation and amortization in our Consolidated Statements of Income.
N/A—Not Applicable

Above-market lease intangibles and in-place and other lease intangibles are included in acquired lease intangibles within real estate investments on our Consolidated Balance Sheets. Other intangibles (including non-compete agreements, trade names and trademarks) are included in other assets on our Consolidated Balance Sheets. Below-market lease intangibles, other lease intangibles and purchase option intangibles are included in accounts payable and other liabilities on our Consolidated Balance Sheets.

NOTE 8—OTHER ASSETS

The following is a summary of our other assets (dollars in thousands):
As of June 30, 2023As of December 31, 2022
Straight-line rent receivables$193,583 $187,536 
Non-mortgage loans receivable, net24,500 24,338 
Stock warrants40,451 23,621 
Other intangibles, net5,997 6,393 
Investment in unconsolidated operating entities79,417 95,363 
Other303,371 272,572 
Total other assets$647,319 $609,823 

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.

15

VENTAS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 9—SENIOR NOTES PAYABLE AND OTHER DEBT

The following is a summary of our senior notes payable and other debt (dollars in thousands):
As of June 30, 2023As of December 31, 2022
Unsecured revolving credit facility (1)(2)
$35,019 $25,230 
Commercial paper notes135,000 403,000 
2.55% Senior Notes, Series D due 2023 (2)
— 202,967 
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)
123,339 184,515 
2.80% Senior Notes, Series E due 2024 (2)
55,181 442,837 
Unsecured term loan due 2025 (2)
377,758 369,031 
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 
3.75% Exchangeable Senior Notes due 2026
862,500 — 
Unsecured term loan due 2027500,000 500,000 
2.45% Senior Notes, Series G due 2027 (2)
358,870 350,579 
3.85% Senior Notes due 2027
400,000 400,000 
4.00% Senior Notes due 2028
650,000 650,000 
5.398% Senior Notes, Series I due 2028 (2)
453,309 — 
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)
226,655 221,419 
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 other3,086,088 2,436,443 
Total13,438,942 12,361,244 
Deferred financing costs, net(81,363)(63,410)
Unamortized fair value adjustment19,510 23,535 
Unamortized discounts(22,349)(24,589)
Senior notes payable and other debt$13,354,740 $12,296,780 
______________________________
(1)As of June 30, 2023 and December 31, 2022, respectively, $12.8 million and $3.7 million of aggregate borrowings were denominated in Canadian dollars. Aggregate borrowings of $22.2 million and $21.5 million were denominated in British pounds as of June 30, 2023 and December 31, 2022, 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.

16

VENTAS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

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

We have a $2.75 billion unsecured revolving credit facility priced at SOFR plus 0.925%, which is subject to adjustment 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 June 30, 2023, we had $2.7 billion of undrawn capacity on our unsecured revolving credit facility with $35.0 million outstanding and an additional $1.2 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.

As of June 30, 2023, our $100.0 million uncommitted line for standby letters of credit had an outstanding balance of $14.7 million. The agreement governing the line contains certain customary covenants and, under its terms, we are required to pay a commission on each outstanding letter of credit at a fixed rate.

Our wholly owned subsidiary, Ventas Realty, Limited Partnership (“Ventas Realty”), may issue from time to time unsecured commercial paper notes up to a maximum aggregate amount outstanding at any time of $1.0 billion. The notes are sold under customary terms in the U.S. commercial paper note market and are ranked pari passu with all of Ventas Realty’s other unsecured senior indebtedness. The notes are fully and unconditionally guaranteed by Ventas, Inc. As of June 30, 2023, we had $135.0 million in borrowings outstanding under our commercial paper program.

As of June 30, 2023, we had a C$500.0 million unsecured term loan facility priced at Canadian Dollar Offered Rate (“CDOR”) plus 0.90% that matures in 2025.

Exchangeable Senior Notes

In June 2023, Ventas Realty issued $862.5 million aggregate principal amount of its 3.75% Exchangeable Senior Notes due 2026 (the “Exchangeable Notes”) in a private placement. The Exchangeable Notes are senior, unsecured obligations of Ventas Realty and are fully and unconditionally guaranteed on an unsecured and unsubordinated basis by Ventas. The Exchangeable Notes bear interest at a rate of 3.75% per year, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2023. The Exchangeable Notes mature on June 1, 2026, unless earlier exchanged, redeemed or repurchased. The net proceeds from the Exchangeable Notes were primarily used to repay the CHC Mortgage Loan. As of June 30, 2023, we had $862.5 million aggregate principal amount of the Exchangeable Notes outstanding.

The Exchangeable Notes are exchangeable at an initial exchange rate of 18.2460 shares of our common stock per $1,000 principal amount of Exchangeable Notes (equivalent to an initial exchange price of approximately $54.81 per share of common stock). The initial exchange rate is subject to adjustment, including in the event of the payment of a quarterly dividend in excess of $0.45 per share, but will not be adjusted for any accrued and unpaid interest. Upon exchange of the Exchangeable Notes, Ventas Realty will pay cash up to the aggregate principal amount of the Exchangeable Notes to be exchanged and pay or deliver (or cause to be delivered), as the case may be, cash, shares of common stock or a combination of cash and shares of common stock, at Ventas Realty’s election, in respect of the remainder, if any, of its exchange obligation in excess of the aggregate principal amount of the Exchangeable Notes being exchanged. Prior to the close of business on the business day immediately preceding March 1, 2026, the Exchangeable Notes will be exchangeable at the option of the noteholders only upon the satisfaction of specified conditions and during certain periods described in the indenture governing the Exchangeable Notes. On or after March 1, 2026, until the close of business on the business day immediately preceding the maturity date, the Exchangeable Notes will be exchangeable at the option of the noteholders at any time regardless of these conditions or periods.

17

VENTAS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

We have evaluated and concluded that the exchange options embedded in our exchangeable senior notes are eligible for the entity’s own equity scope exception from ASC 815 and therefore, do not need to be bifurcated. Accordingly, we record our exchangeable senior notes as liabilities (included in senior notes payable and other debt on our Consolidated Balance Sheets).

Senior Notes

In April 2023, our 100% owned subsidiary, Ventas Canada Finance Limited (“Ventas Canada”), issued and sold C$600.0 million aggregate principal amount of 5.398% Senior Notes due 2028 in a private placement at par. Pursuant to cash tender offers, we used the proceeds to repurchase C$613.7 million in aggregate principal amount of outstanding senior notes due in 2024 for an aggregate purchase price of C$600.0 million plus accrued and unpaid interest as disclosed below:

In April 2023, we repurchased C$527.0 million principal amount of our 2.80% Senior Notes, Series E due April 2024 at 97.6% of par value, plus accrued and unpaid interest to, but not including, the settlement date.

In April 2023, we repurchased C$86.7 million principal amount of our 4.125% Senior Notes, Series B due September 2024 at 98.5% of par value, plus accrued and unpaid interest to, but not including, the settlement date.

As a result of the tender offers, we recognized a gain on extinguishment of debt of $8.3 million in our Consolidated Statements of Income for both the three and six months ended June 30, 2023.

Mortgages

In March 2023, we entered into a C$271.8 million floating rate mortgage loan maturing in 2028 with an interest rate of CDOR + 0.88%. The mortgage is secured by 14 SHOP communities in Canada.

On May 1, 2023, we took ownership of the properties that supported the Santerre Mezzanine Loan by converting the outstanding principal amount of the Santerre Mezzanine Loan to equity, with no additional consideration being paid. The properties consisted of a diverse pool of 153 assets, which, at the time, also secured the CHC Mortgage Loan. At the time of the equitization of the Santerre Mezzanine Loan, there was $1 billion outstanding under the CHC Mortgage Loan and it accrued interest at a weighted average rate of LIBOR + 1.84% and had matured on June 9, 2023. The CHC Mortgage Loan was recorded at fair value, which approximates par, on May 1, 2023.

On June 8, 2023, we voluntary prepaid, without penalty, $656.6 million of the CHC Mortgage Loan. In connection with the prepayment, 83 properties were released from the collateral securing the CHC Mortgage Loan. As of June 30, 2023, $360.2 million remained outstanding under the CHC Mortgage Loan, which was secured by 70 outpatient medical buildings, triple-net leased skilled nursing facilities and hospital assets in the United States.

On June 9, 2023, we extended the maturity date of the CHC Mortgage Loan to June 9, 2024 and amended the CHC Mortgage Loan to replace its LIBOR-based rates with SOFR-based rates. As of June 30, 2023, the CHC Mortgage Loan had a weighted average rate of SOFR + 2.69%.

In July 2023, we provided notice that we intend to repay the full balance of the CHC Mortgage Loan in August 2023.

In July 2023, we entered into a $426.8 million fixed rate mortgage loan, which accrues interest at 5.91%, matures in 2033 and is secured by 19 SHOP communities in the United States.


18

VENTAS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

As of June 30, 2023, our indebtedness had the following maturities (dollars in thousands):
Principal Amount
Due at Maturity
Unsecured
Revolving Credit
Facility and Commercial Paper Notes (1)(2)
Scheduled Periodic
Amortization
Total Maturities
2023$105,539 $— $27,090 $132,629 
20241,630,168 — 50,170 1,680,338 
20252,026,619 170,019 44,973 2,241,611 
20261,912,832 — 38,787 1,951,619 
20271,341,775 — 38,550 1,380,325 
Thereafter5,897,892 — 154,528 6,052,420 
Total maturities$12,914,825 $170,019 $354,098 $13,438,942 
______________________________
(1)At June 30, 2023, we had $31.4 million of aggregate borrowings outstanding under our unsecured revolving credit facility and commercial paper program, net of $138.6 million of unrestricted cash and cash equivalents.
(2)    Commercial paper program borrowings are backstopped by the revolving credit facility. As such, our commercial paper program balances are presented at the maturity date of the revolving credit facility.

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 June 30, 2023, our variable rate debt obligations of $1.4 billion reflect, in part, the effect of $143.8 million notional amount of interest rate swaps with maturities in March 2027, that effectively convert fixed rate debt to variable rate debt.

As of June 30, 2023, our fixed rate debt obligations of $12.0 billion reflect, in part, the effect of $537.5 million and C$564.6 million notional amount of interest rate swaps with maturities ranging from October 2023 to April 2031, in each case, that effectively convert variable rate debt to fixed rate debt.

2023 Activity

In the first quarter of 2023, we hedged an incremental $200.0 million of variable rate debt to fixed rate debt through the execution in March 2023 of two-year $400.0 million notional swaps on our unsecured term loan due in 2027, replacing a $200.0 million notional swap that matured in January 2023. The swap instruments are designated as cash flow hedges.

In March 2023, in connection with our new C$271.8 million mortgage loan, we entered into an interest rate swap totaling a notional amount of C$271.8 million with a maturity of March 14, 2028 that effectively converts CDOR-based floating rate debt to fixed rate debt.

In March and April 2023, we entered into a total of $250.0 million aggregate forward starting swaps with a ten-year weighted average rate of 3.37%:

In March 2023, we entered into a total of $200.0 million of notional forward starting swaps that reduced our exposure to fluctuations in interest rates related to changes in rates between the trade dates of the swaps and the forecasted issuance of long-term debt. The rate on the notional amounts was locked at a ten-year weighted average rate of 3.41%. The forward-starting interest rate swap instruments are designated as cash flow hedges.
19

VENTAS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


In April 2023, we entered into a total of $50.0 million of notional forward starting swaps that reduced our exposure to fluctuations in interest rates related to changes in rates between the trade dates of the swap and the forecasted issuance of long-term debt. The rate on the notional amounts was locked at a ten-year weighted average rate of 3.17%. The forward-starting interest rate swap instruments are designated as cash flow hedges.

In July 2023, we terminated the above-mentioned forward starting swaps in conjunction with the issuance of the $426.8 million fixed rate mortgage loan due in 2033.

On May 1, 2023, in connection with taking ownership of the properties securing the Santerre Mezzanine Loan, which was collateral for the CHC Mortgage Loan, we also took ownership of existing interest rate caps based on LIBOR with an aggregate notional amount of $1.5 billion that expired in June 2023. On June 5, 2023, in connection with the extension of the maturity date of the CHC Mortgage Loan, we purchased interest rate caps with a total notional value of $360.2 million that expire in June 2024. The objective of the interest rate caps is to offset the variability of cash flows in the CHC Mortgage Loan interest payments attributable to fluctuations in SOFR beyond 9.42%.

NOTE 10—FAIR VALUE MEASUREMENTS

Overview

Accounting guidance on fair value measurements for certain financial assets and liabilities requires that financial assets and liabilities carried at fair value be classified and disclosed in one of the following categories:

Level 1: Fair value calculated based on unadjusted quoted prices for identical assets or liabilities in active markets that we have the ability to access.
Level 2: Fair value calculated using 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 3: Fair value calculated using unobservable inputs for the asset or liability, which typically are based on our own assumptions, because there is little, if any, related market activity.

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 are not necessarily indicative of the amounts we would realize in a current market exchange or transaction.

20

VENTAS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Financial Instruments Measured at Fair Value

The table below summarizes the carrying amounts and fair values of our financial instruments either recorded or disclosed on a recurring basis (dollars in thousands):
 As of June 30, 2023As of December 31, 2022
 Carrying
Amount
Fair ValueCarrying
Amount
Fair Value
Assets:    
Cash and cash equivalents (1)
$138,648 $138,648 $122,564 $122,564 
Escrow deposits and restricted cash (1)
71,699 71,699 48,181 48,181 
Stock warrants (3)(5)
40,451 40,451 23,621 23,621 
Secured mortgage loans and other, net (3)(4)
27,749 27,790 493,669 493,627 
Non-mortgage loans receivable, net (3)(4)(5)
24,500 23,626 24,338 23,416 
Government-sponsored pooled loan investments, net (3)
— — 43,406 43,406 
Derivative instruments (3)(5)
44,005 44,005 24,316 24,316 
Liabilities:
Senior notes payable and other debt, gross (3)(4)
13,438,942 12,633,140 12,361,244 11,493,824 
Derivative instruments (3)(6)
317 317 145 145 
Redeemable OP Units (2)
166,894 166,894 162,663 162,663 
______________________________
(1)The carrying amount approximates fair value due to the short maturity of these instruments.
(2)Level 1 within fair value hierarchy.
(3)Level 2 within fair value hierarchy.
(4)Level 3 within fair value hierarchy.
(5)Included in other assets on our Consolidated Balance Sheets.
(6)Included in accounts payable and other liabilities on our Consolidated Balance Sheets.

Other Items Measured at Fair Value on a Nonrecurring Basis

Real estate recorded as held for sale and any associated real estate impairment recorded due to the shortening of the expected hold period due to our change in intent to hold the asset (see “Note 4 – Dispositions And Impairments”) are measured at fair value on a nonrecurring basis. We estimate the fair value of assets held for sale and any associated impairment charges based primarily on current sales price expectations, which reside within Level 2 of the fair value hierarchy.

Real estate impairment charges recorded due to our evaluation of recoverability when events or changes in circumstances indicate the carrying amount may not be recoverable are based on company-specific inputs and our assumptions about the marketability of the properties as observable inputs are not available. As such, we have determined that these fair value measurements generally reside within Level 3 of the fair value hierarchy. We estimate the fair value of real estate deemed to not be recoverable using the income approach and unobservable data such as net operating income and estimated capitalization and discount rates, and giving consideration to local and national industry market data including comparable sales.

The fair value of the collateral received in connection with the equitization of the Santerre Mezzanine Loan was determined using fair value determinations within Level 1, 2 and 3 of the fair value hierarchy. The fair value of the non-real estate assets and liabilities was based on their cost, given the short term nature of those balances and because cost was the best information available, which reside within Level 1 of the fair value hierarchy. The fair value of the CHC Mortgage Loan, which approximates par, was based on the absence of recent underlying trading activity, consideration of the near-term maturity date and adjustments for the credit-worthiness of the borrower, which reside within Level 2 of the fair value hierarchy.

The fair value of the real estate properties that secured the Santerre Mezzanine Loan of $1.566 billion (net of $31.8 million of capital expenditures) was determined using unobservable inputs primarily within Level 3 of the fair value hierarchy. For SHOP and outpatient medical properties, fair value was based on either an income or market approach that took into account unobservable inputs such as direct capitalization rates, estimated NOI, market rents, costs per unit, replacement
21

VENTAS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

cost and estimates of future cash flows, which are based on a number of factors including historical operating results, known trends and market and economic conditions. For the majority of the SHOP properties, fair value was based on an income approach with significant unobservable inputs that included an average direct capitalization rate of 6.8% on estimated expected stabilized NOI, adjusted based on cost per unit in certain cases. For the majority of the outpatient medical properties, fair value was based on an income approach with significant unobservable inputs that included an average direct capitalization rate of 6.7% on estimated expected stabilized NOI, adjusted based on cost per square foot in certain cases. For triple-net leased properties, fair value was primarily based on an average estimated per bed value by property by state of $88,000, which was determined based on an assessment of recent transactions adjusted for property, operator and other characteristics such as contractual rent, tenant payment history, underlying operating trends, reimbursement rates and other market data.

NOTE 11—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.

NOTE 12—INCOME TAXES

We have elected to be taxed as a REIT under the applicable provisions of the Internal Revenue Code of 1986, as amended, for every year beginning with the year ended December 31, 1999. We have also elected for certain of our subsidiaries to be treated as taxable REIT subsidiaries (“TRS” or “TRS entities”), which are subject to federal, state and foreign income taxes. All entities other than the TRS entities are collectively referred to as the “REIT” within this note. Certain REIT entities are subject to foreign income tax.

Although the TRS entities and certain other foreign entities have paid minimal federal, state and foreign income taxes for the six months ended June 30, 2023, their income tax liabilities may increase in future periods as we exhaust net operating loss (“NOL”) carryforwards and as our senior living and other operations grow. Such increases could be significant.

Our consolidated provision for income taxes for the three months ended June 30, 2023 and 2022 was a benefit of $9.8 million and a benefit of $3.8 million, respectively. Our consolidated provision for income taxes for the six months ended June 30, 2023 and 2022 was a benefit of $12.6 million and a benefit of $8.3 million, respectively. The income tax benefit for the three and six months ended June 30, 2023 was primarily due to losses in certain of our TRS entities and an $8.0 million benefit from internal restructurings of U.S. TRS entities. The income tax benefit for the three and six months ended June 30, 2022 was primarily due to losses in certain of our TRS entities and a $2.0 million benefit from an internal restructuring of a U.S. TRS.

Each TRS is a tax paying component for purposes of classifying deferred tax assets and liabilities. Deferred tax liabilities with respect to our TRS entities totaled $29.7 million and $35.6 million as of June 30, 2023 and December 31, 2022, respectively, and related primarily to differences between the financial reporting and tax bases of fixed and intangible assets, net of loss carryforwards. Deferred tax assets with respect to our TRS entities totaled $7.0 million and $10.5 million as of June 30, 2023 and December 31, 2022, respectively, and related primarily to loss carryforwards.
    
Generally, we are subject to audit under the statute of limitations by the Internal Revenue Service for the year ended December 31, 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
22

VENTAS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

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 periods ended in and subsequent to 2021.

NOTE 13—STOCKHOLDERS' EQUITY

Capital Stock

We participate in an “at-the-market” equity offering program (“ATM program”), pursuant to which we may, from time to time, sell up to $1.0 billion aggregate gross sales price of shares of our common stock. During the six months ended June 30, 2023, we sold 0.5 million shares of our common stock under our ATM program for gross proceeds of $25.6 million, representing an average price of $46.93 per share. As of June 30, 2023, the remaining amount available under our ATM program for future sales of common stock was $974.4 million.

In July 2023, we sold 1.8 million shares of our common stock under our ATM program for gross proceeds of $84.8 million, representing an average price of $48.19 per share. As of July 31, 2023, the remaining amount available under our ATM program for future sales of common stock was $889.6 million.

Accumulated Other Comprehensive Loss

The following is a summary of our accumulated other comprehensive loss (dollars in thousands):
As of June 30, 2023As of December 31, 2022
Foreign currency translation loss$(56,997)$(60,364)
Unrealized gain on derivative instruments42,445 23,564 
Total accumulated other comprehensive loss$(14,552)$(36,800)

23

VENTAS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 14—EARNINGS PER SHARE

The following table shows the amounts used in computing our basic and diluted earnings per share (in thousands, except per share amounts):
 For the Three Months Ended June 30,For the Six Months Ended June 30,
 2023202220232022
Numerator for basic and diluted earnings per share:  
Income (loss) from continuing operations$105,066 $(41,202)$123,978 $(610)
Net income (loss)105,066 (41,202)123,978 (610)
Net income attributable to noncontrolling interests1,613 1,214 3,008 3,074 
Net income (loss) attributable to common stockholders$103,453 $(42,416)$120,970 $(3,684)
Denominator:  
Denominator for basic earnings per share—weighted average shares400,431 399,592 400,211 399,445 
Effect of dilutive securities:  
Stock options— 41 — 33 
Restricted stock awards220 376 268 398 
OP unitholder interests3,471 3,517 3,478 3,517 
Denominator for diluted earnings per share—adjusted weighted average shares404,122 403,526 403,957 403,393 
Basic earnings per share:  
Income (loss) from continuing operations$0.26 $(0.10)$0.31 $— 
Net income (loss) attributable to common stockholders0.26 (0.11)0.30 (0.01)
Diluted earnings per share: (1)
    
Income (loss) from continuing operations$0.26 $(0.10)$0.31 $— 
Net income (loss) attributable to common stockholders0.26 (0.11)0.30 (0.01)
______________________________
(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.

The dilutive effect of our Exchangeable Notes is calculated using the if-converted method in accordance with ASU 2020-06. We are required, pursuant to the indenture governing the Exchangeable Notes, to settle the aggregate principal amount of the Exchangeable Notes in cash and may elect to settle any remaining exchange obligation (i.e., the stock price in excess of the exchange obligation) in cash, shares of our common stock, or a combination thereof. Under the if-converted method, we include the number of shares required to satisfy the exchange obligation, assuming all the Exchangeable Notes are exchanged. The average closing price of our common stock for the three and six months ended June 30, 2023 is used as the basis for determining the dilutive effect on earnings per share. The average price of our common stock for each of the three and six months ended June 30, 2023 was less than the initial exchange price of $54.81 and, therefore, all associated shares were antidilutive.

NOTE 15—SEGMENT INFORMATION

As of June 30, 2023, we operated through three reportable business segments: triple-net leased properties, SHOP and outpatient medical and research portfolio. 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 outpatient medical and research portfolio reportable business segment, we primarily acquire, own, develop, lease and manage outpatient medical buildings and research 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
24

VENTAS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

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

Interest expense, depreciation and amortization, general, administrative and professional fees, income tax expense and other non-property-specific revenues and expenses are not allocated to individual reportable business segments for purposes of assessing segment performance. There are no intersegment sales or transfers.

25

VENTAS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Summary information by reportable business segment is as follows (dollars in thousands):
For the Three Months Ended June 30, 2023
SHOPOutpatient Medical and Research PortfolioTriple-Net
Leased
Properties
Non-SegmentTotal
Revenues:     
Rental income$— $215,807 $154,355 $— $370,162 
Resident fees and services724,614 — — — 724,614 
Third party capital management revenues— 559 — 3,437 3,996 
Income from loans and investments— — — 6,554 6,554 
Interest and other income— — — 1,032 1,032 
Total revenues$724,614 $216,366 $154,355 $11,023 $1,106,358 
Total revenues$724,614 $216,366 $154,355 $11,023 $1,106,358 
Less:     
Interest and other income— — — 1,032 1,032 
Property-level operating expenses547,110 72,171 3,537 — 622,818 
Third party capital management expenses— — — 1,4361,436 
NOI$177,504 $144,195 $150,818 $8,555 481,072 
Interest and other income    1,032 
Interest expense    (143,265)
Depreciation and amortization    (304,689)
General, administrative and professional fees    (34,399)
Gain on extinguishment of debt, net6,801 
Transaction expenses and deal costs    (3,069)
Allowance on loans receivable and investments12,065 
Gain on foreclosure of real estate29,127 
Other    17,959 
Income from unconsolidated entities31,254 
Gain on real estate dispositions1,405 
Income tax benefit    9,773 
Income from continuing operations    105,066 
Net income105,066 
Net income attributable to noncontrolling interests1,613 
Net income attributable to common stockholders$103,453 

26

VENTAS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

For the Three Months Ended June 30, 2022
SHOPOutpatient Medical and Research PortfolioTriple-Net
Leased
Properties
Non-SegmentTotal
Revenues:     
Rental income$— $199,241 $149,397 $— $348,638 
Resident fees and services658,056 — — — 658,056 
Third party capital management revenues— 670 — 3,656 4,326 
Income from loans and investments— — — 10,752 10,752 
Interest and other income— — — 1,166 1,166 
Total revenues$658,056 $199,911 $149,397 $15,574 $1,022,938 
Total revenues$658,056 $199,911 $149,397 $15,574 $1,022,938 
Less:     
Interest and other income— — — 1,166 1,166 
Property-level operating expenses507,446 63,328 3,585 — 574,359 
Third party capital management expenses— — — 1,410 1,410 
NOI$150,610 $136,583 $145,812 $12,998 446,003 
Interest and other income    1,166 
Interest expense    (113,951)
Depreciation and amortization    (283,075)
General, administrative and professional fees    (32,915)
Loss on extinguishment of debt, net(7)
Transaction expenses and deal costs    (13,078)
Allowance on loans receivable and investments62 
Other    (48,116)
Loss from unconsolidated entities(1,047)
Loss on real estate dispositions(34)
Income tax benefit    3,790 
Loss from continuing operations    (41,202)
Net loss(41,202)
Net income attributable to noncontrolling interests1,214 
Net loss attributable to common stockholders$(42,416)

27

VENTAS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

For the Six Months Ended June 30, 2023
SHOPOutpatient Medical and Research PortfolioTriple-Net
Leased
Properties
Non-SegmentTotal
Revenues:     
Rental income$— $418,811 $304,094 $— $722,905 
Resident fees and services1,429,607 — — — 1,429,607 
Third party capital management revenues— 1,187 — 6,986 8,173 
Income from loans and investments— — — 20,143 20,143 
Interest and other income— — — 2,775 2,775 
Total revenues$1,429,607 $419,998 $304,094 $29,904 $2,183,603 
Total revenues$1,429,607 $419,998 $304,094 $29,904 $2,183,603 
Less:     
Interest and other income— — — 2,775 2,775 
Property-level operating expenses1,084,332 139,084 7,333 — 1,230,749 
Third party capital management expenses— — — 3,142 3,142 
NOI$345,275 $280,914 $296,761 $23,987 946,937 
Interest and other income    2,775 
Interest expense    (271,340)
Depreciation and amortization    (586,808)
General, administrative and professional fees    (79,197)
Gain on extinguishment of debt, net6,801 
Transaction expenses and deal costs    (4,455)
Allowance on loans receivable and investments20,129 
Gain on foreclosure of real estate29,127 
Other    10,197 
Income from unconsolidated entities25,631 
Gain on real estate dispositions11,606 
Income tax benefit    12,575 
Income from continuing operations123,978 
Net income123,978 
Net income attributable to noncontrolling interests3,008 
Net income attributable to common stockholders    $120,970 


28

VENTAS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

For the Six Months Ended June 30, 2022
SHOPOutpatient Medical and Research PortfolioTriple-Net
Leased
Properties
Non-SegmentTotal
Revenues:     
Rental income$— $399,781 $300,958 $— $700,739 
Resident fees and services1,309,177 — — — 1,309,177 
Third party capital management revenues— 1,287 — 6,988 8,275 
Income from loans and investments— — — 20,599 20,599 
Interest and other income— — — 1,702 1,702 
Total revenues$1,309,177 $401,068 $300,958 $29,289 $2,040,492 
Total revenues$1,309,177 $401,068 $300,958 $29,289 $2,040,492 
Less:     
Interest and other income— — — 1,702 1,702 
Property-level operating expenses982,976 126,511 7,593 — 1,117,080 
Third party capital management expenses— — 2,723 2,723 
NOI$326,201 $274,557 $293,365 $24,864 918,987 
Interest and other income    1,702 
Interest expense    (224,745)
Depreciation and amortization    (572,139)
General, administrative and professional fees    (75,913)
Loss on extinguishment of debt, net(7)
Transaction expenses and deal costs    (33,070)
Allowance on loans receivable and investments116 
Other    (20,926)
Loss from unconsolidated entities(5,316)
Gain on real estate dispositions2,421 
Income tax benefit    8,280 
Loss from continuing operations    (610)
Net loss(610)
Net income attributable to noncontrolling interests3,074 
Net loss attributable to common stockholders$(3,684)

Capital expenditures, including investments in real estate property and development project expenditures, by reportable business segment are as follows (dollars in thousands):
 For the Three Months Ended June 30,For the Six Months Ended June 30,
2023202220232022
Capital Expenditures:
SHOP$87,548 $55,540 $155,680 $198,943 
Outpatient medical and research portfolio39,814 85,752 80,618 359,826 
Triple-net leased properties2,039 1,774 5,759 2,408 
Total capital expenditures$129,401 $143,066 $242,057 $561,177 


29

VENTAS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


Our portfolio of properties and mortgage loan and other investments are located in the United States, Canada and the United Kingdom. Revenues are attributed to an individual country based on the location of each property. Geographic information regarding our operations is as follows (dollars in thousands):
 For the Three Months Ended June 30,For the Six Months Ended June 30,
2023202220232022
Revenues:
United States$983,749 $903,057 $1,941,875 $1,800,990 
Canada115,324 112,809 227,446 224,953 
United Kingdom7,285 7,072 14,282 14,549 
Total revenues$1,106,358 $1,022,938 $2,183,603 $2,040,492 

As of June 30, 2023As of December 31, 2022
Net Real Estate Property:
United States$19,423,245 $18,168,224 
Canada2,845,233 2,782,350 
United Kingdom214,631 209,876 
Total net real estate property$22,483,109 $21,160,450 
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ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

Cautionary Statements

Forward-Looking Statements

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, among others, statements of expectations, beliefs, future plans and strategies, anticipated results from operations and developments and other matters that are not historical facts. Forward-looking statements include, among other things, statements regarding our and our officers’ intent, belief or expectation as identified by the use of words such as “assume,” “may,” “will,” “project,” “expect,” “believe,” “intend,” “anticipate,” “seek,” “target,” “forecast,” “plan,” “potential,” “opportunity,” “estimate,” “could,” “would,” “should” and other comparable and derivative terms or the negatives thereof.

Forward-looking statements are based on management’s beliefs as well as on a number of assumptions concerning future events. You should not put undue reliance on these forward-looking statements, which are not a guarantee of performance and are subject to a number of uncertainties and other factors that could cause actual events or results to differ materially from those expressed or implied by the forward-looking statements. We do not undertake a duty to update these forward-looking statements, which speak only as of the date on which they are made. We urge you to carefully review the disclosures we make concerning risks and uncertainties that may affect our business and future financial performance, including those made below and in our filings with the Securities and Exchange Commission, such as in the sections titled “Cautionary Statements — Summary Risk Factors,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2022.

Certain factors that could affect our future results and our ability to achieve our stated goals include, but are not limited to: (a) the impact of the ongoing COVID-19 pandemic and other viruses and infections, such as flu and respiratory syncytial virus, and their extended consequences, including of any variants, on our revenue, level of profitability, liquidity and overall risk exposure and the implementation and impact of regulations related to the CARES Act and other stimulus legislation and any future COVID-19 relief measures, including the risk that some or all of the CARES Act or other COVID-19 relief payments we or our tenants, managers or borrowers received may be subject to recoupment; (b) our ability to achieve the anticipated benefits and synergies from, and effectively integrate, our completed or anticipated acquisitions and investments, including our ownership of the properties that previously secured the Santerre Mezzanine Loan; (c) our exposure and the exposure of our tenants, managers and borrowers to complex healthcare and other regulation and the challenges and expense associated with complying with such regulation; (d) the potential for significant general and commercial claims, legal actions, regulatory proceedings or enforcement actions that could subject us or our tenants, managers or borrowers to increased operating costs, uninsured liabilities fines or significant operational limitations, including the loss or suspension of or moratoriums on accreditations, licenses or certificates of need, suspension of new admissions, suspension, decertification or exclusion from federal, state or foreign healthcare programs or facility or community closure; (e) the impact of market and general economic conditions on us and our tenants, managers and borrowers, including economic and financial market events, such as bank failures and other events affecting financial institutions, market volatility, increases in inflation, changes in interest rates and exchange rates, tightening of lending standards and reduced availability of credit or capital, supply chain pressures, rising labor costs and historically low unemployment, events that affect consumer confidence, our occupancy rates and resident fee revenues, and the actual and perceived state of the real estate markets, labor markets and public and private capital markets; (f) our reliance and the reliance of our tenants, managers and borrowers on the financial, credit and capital markets and the risk that those markets may be disrupted or become constrained, including as a result of bank failures or concerns or rumors about such events, tightening of lending standards and reduced availability of credit or capital; (g) our ability, and the ability of our tenants, managers and borrowers, to navigate the trends impacting our or their businesses and the industries in which we or they operate; (h) the risk of bankruptcy, inability to obtain benefits from governmental programs, insolvency or financial deterioration of our tenants, managers, borrowers and other obligors which may, among other things, have an adverse impact on the ability of such parties to pay obligations due to us or our financial results and financial condition; (i) the risk that the borrowers under our loans or other investments default or that, to the extent we are able to foreclose or otherwise acquire the collateral securing our loans or other investments, we will be required to incur additional expense or indebtedness in connection therewith, that the assets will underperform expectations or that we may not be able to subsequently dispose of all or part of such assets on favorable terms; (j) the recognition of reserves, allowances, credit losses or impairment charges are inherently uncertain, may increase or decrease in the future and may not represent or reflect the ultimate value of, or loss that we
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ultimately realize with respect to, the relevant assets, which could have an adverse impact on our results of operations and financial condition; (k) the non-renewal of any leases or management agreement or defaults by tenants or managers thereunder and the risk of our inability to replace those tenants or managers on favorable terms, if at all; (l) our ability to identify and consummate future investments in or dispositions of healthcare assets and effectively manage our portfolio opportunities and our investments in co-investment vehicles, joint ventures and minority interests, including our ability to dispose of such assets on favorable terms as a result of rights of first offer or rights of first refusal in favor of third parties; (m) risks related to development, redevelopment and construction projects, including costs associated with inflation, rising interest rates, labor conditions and supply chain pressures; (n) our ability to attract and retain talented employees; (o) the limitations and significant requirements imposed upon our business as a result of our status as a REIT and the adverse consequences (including the possible loss of our status as a REIT) that would result if we are not able to comply with such requirements; (p) the risk of changes in healthcare law or regulation or in tax laws, guidance and interpretations, particularly as applied to REITs, that could adversely affect us or our tenants, managers or borrowers; (q) increases in our borrowing costs as a result of becoming more leveraged, including in connection with acquisitions or other investment activity and rising interest rates; (r) our reliance on third parties to operate a majority of our assets and our limited control and influence over such operations and results; (s) our dependency on a limited number of tenants and managers for a significant portion of our revenues and operating income; (t) the availability, adequacy and pricing of insurance coverage provided by our policies and policies maintained by our tenants, managers or other counterparties; (u) the occurrence of cyber incidents that could disrupt our operations, result in the loss of confidential information or damage our business relationships and reputation; (v) the impact of merger, acquisition and investment activity in the healthcare industry or otherwise affecting our tenants, managers or borrowers; (w) disruptions to the management and operations of our business and the uncertainties caused by activist investors; (x) the risk of catastrophic or extreme weather and other natural events and the physical effects of climate change; (y) the impact of purchase accounting adjustments, impairments, write downs and other non-cash charges related to our equitization of the Santerre Mezzanine Loan; (z) the risk of potential dilution resulting from future sales or issuances of our equity securities; and (aa) the other factors set forth in our periodic filings with the Securities and Exchange Commission.

Note Regarding Third-Party Information

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

Company Overview

Ventas, Inc., an S&P 500 company, is a real estate investment trust operating at the intersection of healthcare and real estate. We hold a highly diversified portfolio of senior housing communities, outpatient medical buildings, research 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 June 30, 2023, we owned or had investments in approximately 1,400 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 outpatient medical and research portfolio, which was formerly known as office operations. See our Consolidated Financial Statements and the related notes, including “Note 2 – Accounting Policies” and “Note 15 – Segment Information,” included in Item 1 of this Quarterly Report on Form 10-Q. Our senior housing communities are either subject to triple-net leases, in which case they are included in our triple-net leased properties reportable business segment, or operated by independent third-party managers, in which case they are included in our SHOP reportable business segment.

As of June 30, 2023, we leased a total of 355 properties (excluding properties within our outpatient medical and research portfolio 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 (including 19 outpatient medical buildings) and 29 properties, respectively, as of June 30, 2023.

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As of June 30, 2023, 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 579 senior housing communities in our SHOP reportable business segment.

As of June 30, 2023, we owned or had investments in 460 properties in our outpatient medical and research portfolio reportable business segment. These properties generally consist of outpatient medical buildings that are predominantly located on or contiguous to a health system campus and research 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 outpatient medical building 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.

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.

2023 Highlights

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

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

Investments and Dispositions

During the six months ended June 30, 2023, we committed to an outpatient medical ground-up development located on the Sutter Roseville Medical Center campus in Roseville, California. The $61.8 million project includes the development of a new class A outpatient medical building and is 100% pre-leased to affiliates of Sutter Health for a 15-year lease term.

During the six months ended June 30, 2023, we sold six senior housing communities (three of which were vacant), five outpatient medical buildings, one research center and three triple-net leased properties (two of which were vacant) for aggregate consideration of $64.4 million and recognized a net gain on the sale of these assets of $11.6 million in our Consolidated Statements of Income.

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On May 1, 2023, we took ownership of the properties that supported our cash-pay non-recourse mezzanine loan to Santerre Health Investors (the “Santerre Mezzanine Loan”) by converting the outstanding principal amount of the Santerre Mezzanine Loan to equity, with no additional consideration being paid. As a result, the Santerre Mezzanine Loan is no longer outstanding. The properties consisted of a diverse pool of outpatient medical buildings, senior housing operating portfolio communities, triple-net leased skilled nursing facilities and hospital assets in the United States, which, at the time, also secured a $1 billion non-recourse senior mortgage loan issued under the CHC Commercial Mortgage Trust 2019-CHC (the “CHC Mortgage Loan”).

In connection with our equitization of the Santerre Mezzanine Loan on May 1, 2023, we recognized $41.1 million in valuation-related items in our Consolidated Statements of Income consisting of: (a) the reversal of the $12.0 million and $20.0 million of allowances on the Santerre Mezzanine Loan for the three and six months ended June 30, 2023, respectively, and (b) a gain on foreclosure of real estate of $29.1 million for the three and six months ended June 30, 2023. The gain is the fair value of the properties that secured the Santerre Mezzanine Loan, less the fair value of the CHC Mortgage Loan, less the principal amount of the Santerre Mezzanine Loan on May 1, 2023 (after the reversal of previously recorded allowances), and net of non-real estate assets and liabilities and transaction costs.

Liquidity and Capital

As of June 30, 2023, we had approximately $2.7 billion in liquidity, including availability under our revolving credit facility and cash and cash equivalents on hand, with $135.0 million borrowings outstanding under our commercial paper program.

In March 2023, we entered into a new five year C$271.8 million mortgage loan secured by 14 SHOP communities in Canada at an effective fixed rate of 4.36%.

In the first quarter of 2023, we hedged an incremental $200.0 million of variable rate debt to fixed rate debt through the execution in March 2023 of two-year $400.0 million notional swaps on our unsecured term loan due in 2027, replacing a $200.0 million notional swap that matured in January 2023.

In March and April 2023, we entered into a total of $250.0 million aggregate forward starting swaps with a ten-year weighted average rate of 3.37%. In July 2023, we terminated these swaps in conjunction with the issuance of $426.8 million fixed rate mortgage loan due in 2033.

In April 2023, our 100% owned subsidiary, Ventas Canada Finance Limited (“Ventas Canada”), issued and sold C$600.0 million aggregate principal amount of 5.398% Senior Notes due 2028 in a private placement at par. Pursuant to cash tender offers, we used the proceeds to repurchase C$613.7 million in aggregate principal amount of outstanding senior notes due in 2024 for an aggregate purchase price of C$600.0 million plus accrued and unpaid interest to, but not including, the settlement date. As a result of the tender offers, we recognized a gain on extinguishment of debt of $8.3 million in our Consolidated Statements of Income for both the three and six months ended June 30, 2023.

On May 1, 2023, we took ownership of the properties that supported the Santerre Mezzanine Loan by converting the outstanding principal amount of the Santerre Mezzanine Loan to equity, with no additional consideration being paid. The properties consisted of a diverse pool of 153 assets, which, at the time, also secured the CHC Mortgage Loan. At the time of the equitization of the Santerre Mezzanine Loan, there was $1 billion outstanding under the CHC Mortgage Loan and it accrued interest at a weighted average rate of LIBOR + 1.84% and had matured on June 9, 2023. The CHC Mortgage Loan was recorded at fair value, which approximates par, on May 1, 2023.

On June 8, 2023, we voluntary prepaid, without penalty, $656.6 million of the CHC Mortgage Loan. In connection with the prepayment, 83 properties were released from the collateral securing the CHC Mortgage Loan. As of June 30, 2023, $360.2 million remained outstanding under the CHC Mortgage Loan, which was secured by 70 outpatient medical buildings, triple-net leased skilled nursing facilities and hospital assets in the United States.

On June 9, 2023, we extended the maturity date of the CHC Mortgage Loan to June 9, 2024 and amended the CHC Mortgage Loan to replace its LIBOR-based rates with SOFR-based rates. As of June 30, 2023, the CHC Mortgage Loan had a weighted average rate of SOFR + 2.69%.

In July 2023, we provided notice that we intend to repay the full balance of the CHC Mortgage Loan in August 2023.

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In June 2023, Ventas Realty issued $862.5 million aggregate principal amount of its 3.75% Exchangeable Senior Notes due 2026 (the “Exchangeable Notes”) in a private placement. The Exchangeable Notes are senior, unsecured obligations of Ventas Realty and are fully and unconditionally guaranteed on an unsecured and unsubordinated basis by Ventas. The Exchangeable Notes bear interest at a rate of 3.75% per year, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2023. The Exchangeable Notes mature on June 1, 2026, unless earlier exchanged, redeemed or repurchased. The net proceeds from the Exchangeable Notes were primarily used to repay the CHC Mortgage Loan. As of June 30, 2023, we had $862.5 million aggregate principal amount of the Exchangeable Notes outstanding.

During the six months ended June 30, 2023, we sold 0.5 million shares of our common stock under our ATM program for gross proceeds of $25.6 million, representing an average price of $46.93 per share. As of June 30, 2023, the remaining amount available under our ATM program for future sales of common stock was $974.4 million.

In July 2023, we sold 1.8 million shares of our common stock under our ATM program for gross proceeds of $84.8 million, representing an average price of $48.19 per share. As of July 31, 2023, the remaining amount available under our ATM program for future sales of common stock was $889.6 million.

In July 2023, we entered into a $426.8 million fixed rate mortgage loan, which accrues interest at 5.91%, matures in 2033 and is secured by 19 SHOP communities in the United States.

Other Items

As of June 30, 2023, we held a 7.5% ownership interest in Ardent, which entitles us to customary minority rights and protections, including the right to appoint one member to the Ardent Board of Directors. In May 2023, we sold approximately 24% of our ownership interest in Ardent to a third-party investor for $50.1 million in total proceeds. As a result of the sale, we recognized $33.5 million of gain for the three and six months ended June 30, 2023 in income from unconsolidated entities in our Consolidated Statements of Income and our ownership interest in Ardent was reduced from 9.8% to 7.5%.

During the six months ended June 30, 2023, we recognized $10.8 million of other income relating to insurance reimbursements received for damage caused by materially disruptive events, primarily winter storm Elliott.

Concentration Risk

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

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The following tables reflect our concentration risk as of the dates and for the periods presented:
As of June 30, 2023As of December 31, 2022
Investment mix by asset type (1):
  
Senior housing communities65.6 %66.3 %
Outpatient medical19.5 18.0 
Research centers6.7 6.9 
Health systems4.7 4.9 
Inpatient rehabilitation facilities (“IRFs”) and long-term acute care
   facilities (“LTACs”)
1.6 1.5 
Skilled nursing facilities (“SNFs”)1.8 0.6 
Secured loans receivable and investments, net0.1 1.8 
Total100.0 %100.0 %
Investment mix by tenant, operator and manager (1):
  
Atria (2)
25.1 %26.0 %
Sunrise9.5 9.8 
Lillibridge9.1 9.3 
Brookdale Senior Living7.6 7.8 
Le Groupe Maurice7.0 7.0 
Wexford6.5 6.6 
Ardent5.1 5.3 
Kindred0.8 0.8 
All other29.3 27.4 
Total100.0 %100.0 %
______________________________
(1)Ratios are based on the gross book value of consolidated real estate investments (excluding properties classified as held for sale) as of each reporting date.
(2)Includes assets managed by Holiday.


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 For the Three Months Ended June 30,For the Six Months Ended June 30,
 2023202220232022
Operations mix by tenant and operator and business model:  
Revenues (1):
  
SHOP65.6 %64.3 %65.5 %64.2 %
Brookdale Senior Living (2)
3.4 3.6 3.4 3.6 
Kindred3.0 3.3 3.0 3.3 
Ardent3.0 3.2 3.0 3.2 
All others25.0 25.6 25.1 25.7 
Total100.0 %100.0 %100.0 %100.0 %
Net operating income (“NOI”):
SHOP36.9 %33.8 %36.5 %35.5 %
Brookdale Senior Living (2)
7.8 8.4 7.9 8.1 
Kindred6.9 7.6 6.8 7.3 
Ardent6.9 7.3 7.0 7.0 
All others41.5 42.9 41.8 42.1 
Total100.0 %100.0 %100.0 %100.0 %
Operations mix by geographic location (3):
 
California13.7 %14.4 %14.0 %14.4 %
New York7.5 7.5 7.6 7.4 
Texas6.5 6.7 6.5 6.6 
Pennsylvania5.2 5.2 5.2 5.1 
North Carolina4.4 4.3 4.3 4.5 
All others62.7 61.9 62.4 62.0 
Total100.0 %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 ten senior housing communities which are included in the SHOP reportable business segment.
(3)Ratios are based on total revenues (including amounts related to assets classified as held for sale) for each period presented.

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

Triple-Net Lease Performance and Expirations

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 six months ended June 30, 2023, 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.

Critical Accounting Policies and Estimates

Our Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information set forth in the Accounting Standards Codification (“ASC”), as published by the Financial Accounting Standards Board (“FASB”), and with the SEC instructions to Form 10-Q and Article 10 of Regulation S-X. GAAP requires us to make estimates and assumptions regarding future events that affect the reported amounts of assets and liabilities, the disclosure of contingent assets
37


and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. We base these estimates on our experience and assumptions we believe to be reasonable under the circumstances. However, if our judgment or interpretation of the facts and circumstances relating to various transactions or other matters had been different, we may have applied a different accounting treatment, resulting in a different presentation of our financial statements. We periodically reevaluate our estimates and assumptions, and in the event they prove to be different from actual results, we make adjustments in subsequent periods to reflect more current estimates and assumptions about matters that are inherently uncertain.

Our 2022 Annual Report contains additional information regarding the critical accounting policies that affect our more significant estimates and judgments used in the preparation of our Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. There have been no material changes to these policies in 2023.
    
Results of Operations

As of June 30, 2023, we operated through three reportable business segments: triple-net leased properties, SHOP and outpatient medical and research portfolio. 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 outpatient medical and research portfolio reportable business segment, we primarily acquire, own, develop, lease and manage outpatient medical buildings and research 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 net operating income (“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 15 – Segment Information” of the Notes to Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. See “Non-GAAP Financial Measures” included elsewhere in this Quarterly Report on Form 10-Q for additional disclosure and reconciliations of net income attributable to common stockholders, as computed in accordance with GAAP, to NOI.

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Three Months Ended June 30, 2023 and 2022

The table below shows our results of operations for the three months ended June 30, 2023 and 2022 and the effect of changes in those results from period to period on our net income attributable to common stockholders (dollars in thousands):
 For the Three Months Ended June 30,Increase (Decrease)
to Net Income
 20232022$%
NOI:    
SHOP$177,504 $150,610 $26,894 17.9 %
Outpatient medical and research portfolio144,195 136,583 7,612 5.6 
Triple-net leased properties150,818 145,812 5,006 3.4 
Non-segment8,555 12,998 (4,443)(34.2)
Total NOI481,072 446,003 35,069 7.9 
Interest and other income1,032 1,166 (134)(11.5)
Interest expense(143,265)(113,951)(29,314)(25.7)
Depreciation and amortization(304,689)(283,075)(21,614)(7.6)
General, administrative and professional fees(34,399)(32,915)(1,484)(4.5)
Gain (loss) on extinguishment of debt, net6,801 (7)6,808 nm
Transaction expenses and deal costs(3,069)(13,078)10,009 76.5 
Allowance on loans receivable and investments12,065 62 12,003 nm
Gain on foreclosure of real estate29,127 — 29,127 100.0 
Other17,959 (48,116)66,075 137.3 
Income (loss) before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests62,634 (43,911)106,545 nm
Income (loss) from unconsolidated entities31,254 (1,047)32,301 nm
Gain (loss) on real estate dispositions1,405 (34)1,439 nm
Income tax benefit9,773 3,790 5,983 157.9 
Income (loss) from continuing operations105,066 (41,202)146,268 nm
Net income (loss)105,066 (41,202)146,268 nm
Net income attributable to noncontrolling interests1,613 1,214 (399)(32.9)
Net income (loss) attributable to common stockholders$103,453 $(42,416)$145,869 nm
______________________________
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 June 30, 2023 (dollars in thousands):
 For the Three Months Ended June 30, Increase (Decrease) to NOI
 20232022$%
NOI—SHOP:    
Resident fees and services$724,614 $658,056 $66,558 10.1 %
Less: Property-level operating expenses(547,110)(507,446)(39,664)(7.8)
NOI$177,504 $150,610 $26,894 17.9 

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Number of Properties at June 30,Average Unit Occupancy for the Three Months Ended June 30,Average Monthly Revenue Per Occupied Room for the Three Months Ended June 30,
 202320222023202220232022
Total communities570 548 80.5 %80.4 %$4,679 $4,388 

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

The NOI increase in our SHOP reportable business segment for the three months ended June 30, 2023 compared to the same period in 2022 was driven by revenue per occupied room growth in 2023, partially offset by moderating operating expense growth. No HHS grants were received for both the three months ended June 30, 2023 and 2022.

The following table compares results of operations for our 508 same-store SHOP communities (dollars in thousands). See “Non-GAAP Financial MeasuresNOI” included elsewhere in this Quarterly Report on Form 10-Q for additional disclosure regarding same-store NOI for each of our reportable business segments.
 For the Three Months Ended June 30,Increase (Decrease) to NOI
 20232022$%
Same-Store NOI—SHOP:    
Resident fees and services$659,033 $617,925 $41,108 6.7 %
Less: Property-level operating expenses(491,706)(471,099)(20,607)(4.4)
NOI$167,327 $146,826 $20,501 14.0 

 Number of Properties at June 30,Average Unit Occupancy for the Three Months Ended June 30,Average Monthly Revenue Per Occupied Room for the Three Months Ended June 30,
 202320222023202220232022
Same-store communities508 508 81.3 %81.2 %$4,658 $4,370 

The NOI increase in our same-store SHOP reportable business segment for the three months ended June 30, 2023 compared to the same period in 2022 was primarily driven by revenue per occupied room growth in 2023, partially offset by moderating operating expense growth. No HHS grants were received for both the three months ended June 30, 2023 and 2022.

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NOI—Outpatient Medical and Research Portfolio

The following table summarizes results of operations in our outpatient medical and research portfolio reportable business segment, including assets sold or classified as held for sale as of June 30, 2023 (dollars in thousands). For properties in our outpatient medical and research portfolio reportable business segment, occupancy generally reflects occupied square footage divided by net rentable square footage as of the end of the reporting period.
For the Three Months Ended June 30,Increase (Decrease) to NOI
 20232022$%
NOI—Outpatient Medical and Research Portfolio:    
Rental income$215,807 $199,241 $16,566 8.3 %
Third party capital management revenues559 670 (111)(16.6)
Total revenues216,366 199,911 16,455 8.2 
Less:
Property-level operating expenses(72,171)(63,328)(8,843)(14.0)
NOI$144,195 $136,583 $7,612 5.6 


Number of Properties at June 30, Occupancy at June 30,Annualized Average Rent Per Occupied Square Foot for the Three Months Ended June 30,
 202320222023202220232022
Total outpatient medical and research portfolio442 362 88.1 %89.5 %$36 $36 

The NOI increase in outpatient medical and research portfolio reportable business segment for the three months ended June 30, 2023 compared to the same period in 2022 was primarily due to properties acquired in connection with our equitization of the Santerre Mezzanine Loan, leasing activity, high tenant retention and improved parking revenues.

The following table compares results of operations for our 345 same-store outpatient medical and research portfolio (dollars in thousands):
 For the Three Months Ended June 30,Increase (Decrease) to NOI
 20232022$%
Same-Store NOI—Outpatient Medical and Research Portfolio:    
Rental income$195,440 $189,174 $6,266 3.3 %
Less: Property-level operating expenses(62,468)(59,347)(3,121)(5.3)
NOI$132,972 $129,827 $3,145 2.4 

Number of Properties at June 30,Occupancy at June 30,Annualized Average Rent Per Occupied Square Foot for the Three Months Ended June 30,
 202320222023202220232022
Same-store outpatient medical and research portfolio345 345 91.9 %91.6 %$37 $36 

The NOI increase in our same-store outpatient medical and research portfolio reportable business segment for the three months ended June 30, 2023 compared to the same period in 2022 was primarily driven by 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 June 30, 2023 (dollars in thousands):
For the Three Months Ended June 30,Increase to NOI
 20232022$%
NOI—Triple-Net Leased Properties:    
Rental income$154,355 $149,397 $4,958 3.3 %
Less: Property-level operating expenses(3,537)(3,585)48 1.3 
NOI$150,818 $145,812 $5,006 3.4 

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

The NOI increase in our triple-net leased properties for the three months ended June 30, 2023 compared to the same period in 2022 was primarily driven by properties acquired in connection with our equitization of the Santerre Mezzanine Loan and 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 for the first quarter of 2023 and 2022 related to the triple-net leased properties we owned at June 30, 2023 and 2022, respectively. The table excludes non-stabilized properties, properties owned through investments in unconsolidated real estate entities, certain properties for which we do not receive occupancy information and properties acquired or properties that transitioned operators for which we do not have a full quarter of occupancy results.

Number of Properties Owned at June 30, 2023Average Occupancy for the Three Months Ended March 31, 2023Number of Properties Owned at June 30, 2022Average Occupancy for the Three Months Ended March 31, 2022
Senior housing communities
24077.1%26074.9%
SNFs1684.11680.7
IRFs and LTACs3657.33658.1

The following table compares results of operations for our 308 same-store triple-net leased properties (dollars in thousands):
 For the Three Months Ended June 30,Increase (Decrease) to NOI
 20232022$%
Same-Store NOI—Triple-Net Leased Properties:    
Rental income$145,508 $144,490 $1,018 0.7 %
Less: Property-level operating expenses(3,391)(3,209)(182)(5.7)
NOI$142,117 $141,281 $836 0.6 

The NOI increase in our same-store triple-net leased portfolio for the three months ended June 30, 2023 compared to the same period in 2022 was primarily driven by contractual rent escalators.

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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 $4.4 million decrease in non-segment NOI for the three months ended June 30, 2023 compared to the same period in 2022 was primarily due to lower interest income from loans receivable and investments due to the conversion of the outstanding principal amount of the Santerre Mezzanine Loan to equity in May 2023, and a $43.4 million loan investment that was repaid at par in February 2023.

Company Results

Interest and Other Income

Interest and other income for the three months ended June 30, 2023 compared to the same period in 2022 was relatively flat.

Interest Expense

The $29.3 million increase in interest expense for the three months ended June 30, 2023 compared to the same period in 2022 was primarily due to an increase of $19.8 million due to higher effective interest rate and an increase of $6.4 million due to higher debt balances. Our weighted average debt outstanding was $13.1 billion and $12.5 billion for the three months ended June 30, 2023 and 2022, respectively. Our weighted average effective interest rate was 4.18% and 3.54% for the three months ended June 30, 2023 and 2022, respectively. Capitalized interest was $2.9 million and $2.7 million for the three months ended June 30, 2023 and 2022, respectively.

Depreciation and Amortization

The $21.6 million increase in depreciation and amortization expense for the three months ended June 30, 2023 compared to the same period in 2022 was primarily due to depreciation and amortization related to the properties that secured the Santerre Mezzanine Loan received on May 1, 2023.
    
General, Administrative and Professional Fees

The $1.5 million increase in general, administrative and professional fees for the three months ended June 30, 2023 compared to the same period in 2022 was primarily due to inflationary impacts and the return to a more normalized business environment.

Gain (Loss) on Extinguishment of Debt, Net

The $6.8 million change in gain (loss) on extinguishment of debt, net for the three months ended June 30, 2023 compared to the same period in 2022 was primarily due to $8.3 million of gain recognized as a result of the April 2023 cash tender offers.

Transaction Expenses and Deal Costs

The $10.0 million decrease in transaction expenses and deal costs for the three months ended June 30, 2023 compared to the same period in 2022 was primarily due to higher costs in 2022 in connection with stockholder relations matters.

Allowance on Loans Receivable and Investments

In connection with our equitization of the Santerre Mezzanine Loan on May 1, 2023, we derecognized the allowance previously recorded and reversed $12.0 million of allowance during the three months ended June 30, 2023. As of June 30, 2023, the Santerre Mezzanine Loan is no longer outstanding.

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Gain on Foreclosure of Real Estate

The gain of $29.1 million for the three months ended June 30, 2023 was recorded in connection with our equitization of the Santerre Mezzanine Loan on May 1, 2023 and is the excess of the fair value of the properties that secured the Santerre Mezzanine Loan, less the fair value of the CHC Mortgage Loan, less the principal amount of the Santerre Mezzanine Loan on May 1, 2023 (after the reversal of previously recorded allowances), and net of non-real estate assets and liabilities and transaction costs.

Other

The $66.1 million change in other expense for the three months ended June 30, 2023 compared to the same period in 2022 was primarily due to an increase of $53.7 million in unrealized gain on stock warrants received in connection with the Brookdale Senior Living lease modification. As of June 30, 2023, the fair value of the stock warrants was $40.5 million, which was $12.4 million higher than the value at the grant date.

Income (Loss) from Unconsolidated Entities

The $32.3 million change in loss from unconsolidated entities for the three months ended June 30, 2023 compared to the same period in 2022 was primarily due to a $33.5 million gain recognized upon the sale of approximately 24% of our 9.8% ownership interest in Ardent to a third-party investor in May 2023.

Gain (Loss) on Real Estate Dispositions

The $1.4 million change in gain on real estate dispositions for the three months ended June 30, 2023 compared to the same period in 2022 was primarily due to dispositions of real estate during the second quarter of 2023, which resulted in the recognition of a gain on sale of $1.4 million.

Income Tax Benefit

The $9.8 million income tax benefit for the three months ended June 30, 2023 was primarily due to losses in certain of our TRS entities and an $8.0 million benefit from internal restructurings of U.S. TRS entities. The $3.8 million income tax benefit for the three months ended June 30, 2022 was primarily due to losses in certain of our TRS entities and a $2.0 million benefit from an internal restructuring of a U.S. TRS.
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Six Months Ended June 30, 2023 and 2022

The table below shows our results of operations for the six months ended June 30, 2023 and 2022 and the effect of changes in those results from period to period on our net income attributable to common stockholders (dollars in thousands):
For the Six Months Ended June 30,Increase (Decrease)
to Net Income
 20232022$%
NOI:    
SHOP$345,275 $326,201 $19,074 5.8 %
Outpatient medical and research portfolio280,914 274,557 6,357 2.3 
Triple-net leased properties296,761 293,365 3,396 1.2 
Non-segment23,987 24,864 (877)(3.5)
Total NOI946,937 918,987 27,950 3.0 
Interest and other income2,775 1,702 1,073 63.0 
Interest expense(271,340)(224,745)(46,595)(20.7)
Depreciation and amortization(586,808)(572,139)(14,669)(2.6)
General, administrative and professional fees(79,197)(75,913)(3,284)(4.3)
Gain (loss) on extinguishment of debt, net6,801 (7)6,808 nm
Transaction expenses and deal costs(4,455)(33,070)28,615 86.5 
Allowance on loans receivable and investments20,129 116 20,013 nm
Gain on foreclosure of real estate29,127 — 29,127 100.0 
Other10,197 (20,926)31,123 148.7 
Income (loss) before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests74,166 (5,995)80,161 nm
Income (loss) from unconsolidated entities25,631 (5,316)30,947 nm
Gain on real estate dispositions11,606 2,421 9,185 nm
Income tax benefit12,575 8,280 4,295 51.9 
Income (loss) from continuing operations123,978 (610)124,588 nm
Net income (loss)123,978 (610)124,588 nm
Net income attributable to noncontrolling interests3,008 3,074 66 2.1 
Net income (loss) attributable to common stockholders$120,970 $(3,684)$124,654 nm
______________________________
nm - not meaningful

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NOI—Senior Housing Operating Portfolio

The following table summarizes results of operations in our SHOP reportable business segment, including assets sold or classified as held for sale as of June 30, 2023 (dollars in thousands):
 For the Six Months Ended June 30,Increase (Decrease) to NOI
 20232022$%
NOI—SHOP:    
Resident fees and services$1,429,607 $1,309,177 $120,430 9.2 %
Less: Property-level operating expenses(1,084,332)(982,976)(101,356)(10.3)
NOI$345,275 $326,201 $19,074 5.8 
Number of Properties at June 30,Average Unit Occupancy For the Six Months Ended June 30, Average Monthly Revenue Per Occupied Room For the Six Months Ended June 30,
 202320222023202220232022
Total communities570 548 80.6 %80.2 %$4,653 $4,379 
    
The NOI increase in our SHOP reportable business segment for the six months ended June 30, 2023 compared to the same period in 2022 was primarily driven by higher revenues in 2023 driven by higher occupancy and revenue per occupied room, partially offset by higher operating expenses in 2023, driven by HHS grants received in 2022, which are reflected as a reduction in property-level operating expenses, and macro inflationary impacts on labor in 2023. During the six months ended June 30, 2023 and 2022, HHS grants received reduced property-level operating expenses by zero and $34.0 million, respectively.

The following table compares results of operations for our 506 same-store SHOP communities (dollars in thousands):
 For the Six Months Ended June 30,Increase (Decrease) to NOI
 20232022$%
Same-Store NOI—SHOP:    
Resident fees and services$1,305,416 $1,217,576 $87,840 7.2 %
Less: Property-level operating expenses(982,252)(908,427)(73,825)(8.1)
NOI$323,164 $309,149 $14,015 4.5 

 Number of Properties at June 30,Average Unit Occupancy For the Six Months Ended June 30, Average Monthly Revenue Per Occupied Room For the Six Months Ended June 30,
 202320222023202220232022
Same-store communities506 506 81.3 %80.9 %$4,651 $4,360 

The NOI increase in our same-store SHOP reportable business segment for the six months ended June 30, 2023 compared to the same period in 2022 was primarily driven by positive trends in occupancy and revenue per occupied room, partially offset by higher operating expenses, driven by HHS grants received in 2022, which are reflected as a reduction in property-level operating expenses, and macro inflationary impacts on labor in 2023. During the six months ended June 30, 2023 and 2022, HHS grants received reduced property-level operating expenses by zero and $29.3 million, respectively.

46


NOI—Outpatient Medical and Research Portfolio

The following table summarizes results of operations in our outpatient medical and research portfolio reportable business segment, including assets sold or classified as held for sale as of June 30, 2023 (dollars in thousands):
 For the Six Months Ended June 30,Increase (Decrease) to NOI
 20232022$%
NOI—Outpatient Medical and Research Portfolio:    
Rental income$418,811 $399,781 $19,030 4.8 %
Third party capital management revenues1,187 1,287 (100)(7.8)
Total revenues419,998 401,068 18,930 4.7 
Less:
Property-level operating expenses(139,084)(126,511)(12,573)(9.9)
NOI$280,914 $274,557 $6,357 2.3 

 Number of Properties at June 30,Occupancy at June 30,Annualized Average Rent Per Occupied Square Foot For the Six Months Ended June 30,
 202320222023202220232022
Total outpatient medical and research portfolio442 362 88.1 %89.5 %$36 $36 
    
The NOI increase in our outpatient medical and research portfolio reportable business segment for the six months ended June 30, 2023 compared to the same period in 2022 was primarily due to properties acquired in connection with our equitization of the Santerre Mezzanine Loan, leasing activity, high tenant retention, and improved parking revenues.

The following table compares results of operations for our 326 same-store outpatient medical and research portfolio (dollars in thousands):
 For the Six Months Ended June 30,Increase (Decrease) to NOI
 20232022$%
Same-Store NOI—Outpatient Medical and Research Portfolio:    
Rental income$382,899 $372,465 $10,434 2.8 %
Less: Property-level operating expenses(125,025)(118,739)(6,286)(5.3)
NOI$257,874 $253,726 $4,148 1.6 

Number of Properties at June 30,Occupancy at June 30,Annualized Average Rent Per Occupied Square Foot For the Six Months Ended June 30,
 202320222023202220232022
Same-store outpatient medical and research portfolio326 326 91.7 %91.7 %$38 $37 
    
The NOI increase in our same-store outpatient medical and research portfolio reportable business segment for the six months ended June 30, 2023 compared to the same period in 2022 was primarily due to leasing activity, high tenant retention, improved parking income and favorable expense controls.

47


NOI—Triple-Net Leased Properties

The following table summarizes results of operations in our triple-net leased properties reportable business segment, including assets sold or classified as held for sale as of June 30, 2023 (dollars in thousands):
 For the Six Months Ended June 30,Increase to NOI
 20232022$%
NOI—Triple-Net Leased Properties:
Rental income$304,094 $300,958 $3,136 1.0 %
Less: Property-level operating expenses(7,333)(7,593)260 3.4 
NOI$296,761 $293,365 $3,396 1.2 

The NOI increase in our triple-net leased properties for the six months ended June 30, 2023 compared to the same period in 2022 was primarily driven by properties acquired in connection with our equitization of the Santerre Mezzanine Loan, contractual rent escalators and additional rental income received, partially offset by rental income from communities that were transitioned to our senior housing operating portfolio or sold.

The following table compares results of operations for our 308 same-store triple-net leased properties (dollars in thousands):
 For the Six Months Ended June 30,Increase (Decrease) to NOI
 20232022$%
Same-Store NOI—Triple-Net Leased Properties:
Rental income$294,210 $289,469 $4,741 1.6 %
Less: Property-level operating expenses(7,171)(7,007)(164)(2.3)
NOI$287,039 $282,462 $4,577 1.6 

The NOI increase in our same-store triple-net leased properties reportable business segment for the six months ended June 30, 2023 compared to the same period in 2022 was primarily driven by contractual rent escalators and additional rental income received, partially offset by previously executed lease resolutions with several smaller senior housing triple-net tenants who were materially affected by COVID-19.

NOI—Non-Segment

The $0.9 million decrease in non-segment NOI for the six months ended June 30, 2023 compared to the same period in 2022 was primarily due to lower interest income from loans receivable and investments primarily due to a $43.4 million loan investment that was repaid at par in February 2023, partially offset by higher income from outstanding loans due to higher rates in 2023.

Company Results

Interest and Other Income

The $1.1 million increase in interest and other income for the three months ended June 30, 2023 compared to the same period in 2022 was primarily due to higher interest rates earned on our bank deposits.

Interest Expense

The $46.6 million increase in interest expense for the six months ended June 30, 2023 compared to the same period in 2022 was primarily due to an increase of $36.7 million due to higher effective interest rate and $7.0 million due to higher debt balances. Our weighted average debt outstanding was $12.7 billion and $12.4 billion for the six months ended June 30, 2023 and 2022, respectively. Our weighted average effective interest rate was 4.11% and 3.52% for the six months ended June 30, 2023 and 2022, respectively. Capitalized interest for the six months ended June 30, 2023 and 2022 was $5.6 million and $5.2 million, respectively.

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Depreciation and Amortization

The $14.7 million increase in depreciation and amortization expense for the six months ended June 30, 2023 compared to the same period in 2022 is primarily due to depreciation and amortization related to the properties that secured the Santerre Mezzanine Loan received on May 1, 2023.

General, Administrative and Professional Fees

The $3.3 million increase in general, administrative and professional fees was primarily due to inflationary impacts and the return to a more normalized business environment.

Gain (Loss) on Extinguishment of Debt, Net

The $6.8 million change in gain (loss) on extinguishment of debt, net for the six months ended June 30, 2023 compared to the same period in 2022 was primarily due to $8.3 million of gain recognized as a result of the April 2023 cash tender offers.

Transaction Expenses and Deal Costs

The $28.6 million decrease in transaction expenses and deal costs was primarily attributable to $20.5 million incurred in connection with stockholder relations matters in 2022.

Allowance on Loans Receivable and Investments

In connection with our equitization of the Santerre Mezzanine Loan on May 1, 2023, we derecognized the allowance previously recorded and reversed $20.0 million of allowance during the six months ended June 30, 2023. As of June 30, 2023, the Santerre Mezzanine Loan is no longer outstanding.

Gain on Foreclosure of Real Estate

The gain of $29.1 million for the six months ended June 30, 2023 was recorded in connection with our equitization of the Santerre Mezzanine Loan on May 1, 2023 and is the excess of the fair value of the properties that secured the Santerre Mezzanine Loan, less the fair value of the CHC Mortgage Loan, less the principal amount of the Santerre Mezzanine Loan on May 1, 2023 (after the reversal of previously recorded allowances), and net of non-real estate assets and liabilities and transaction costs.

Other

The $31.1 million change in other expense was primarily due to an increase of $26.1 million in unrealized gain on the stock warrants received in connection with the Brookdale Senior Living lease modification in the third quarter of 2020. As of June 30, 2023, the fair value of the stock warrants was $40.5 million, which was $12.4 million higher than the value at the grant date.

Income (Loss) from Unconsolidated Entities

The $30.9 million change in income (loss) from unconsolidated entities for the six months ended June 30, 2023 compared to the same period in 2022 was primarily due to a $33.5 million gain recognized upon the sale of approximately 24% of our 9.8% ownership interest in Ardent to a third-party investor in May 2023.

Gain on Real Estate Dispositions

The $9.2 million increase in gain on real estate dispositions was primarily due to $11.6 million in gains during 2023 for the sale of six senior housing communities (three of which were vacant), five outpatient medical buildings, one research center and three triple-net leased properties (two of which were vacant), partially offset by a gain of $2.4 million in 2022 for the sale of a vacant land parcel.

49


Income Tax Benefit

The $12.6 million of income tax benefit for the six months ended June 30, 2023 was primarily due to losses in certain of our TRS entities and an $8.0 million benefit from internal restructurings of U.S. TRS entities. The $8.3 million of income tax benefit for the six months ended June 30, 2022 was primarily due to losses in certain of our TRS entities and a $2.0 million benefit from an internal restructuring of a U.S. TRS.

Non-GAAP Financial Measures

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

The non-GAAP financial measures we present in this Quarterly Report on Form 10-Q may not be comparable to those presented by other real estate companies due to the fact that not all real estate companies use the same definitions. You should not consider these measures as alternatives for, or superior to, financial measures calculated in accordance with GAAP. In order to facilitate a clear understanding of our consolidated historical operating results, you should examine these measures in conjunction with the most directly comparable GAAP measures as presented in our Consolidated Financial Statements and other financial data included elsewhere in this Quarterly Report on Form 10-Q.

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

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

We use the National Association of Real Estate Investment Trusts (“Nareit”) definition of FFO. Nareit defines FFO as net income attributable to common stockholders (computed in accordance with GAAP) excluding gains (or losses) from sales of real estate property, including gain (or loss) on re-measurement of equity method investments and impairment write-downs of depreciable real estate, plus real estate depreciation and amortization, and after adjustments for unconsolidated entities and noncontrolling interests. Adjustments for unconsolidated entities and noncontrolling interests will be calculated to reflect FFO on the same basis. We define Normalized FFO as Nareit FFO excluding the following income and expense items, without duplication: (a) transaction expenses and deal costs, including transaction, integration and severance-related costs and expenses, and amortization of intangibles, in each case net of noncontrolling interests’ share of these items and including Ventas’ share of these items from unconsolidated entities; (b) the impact of expenses related to asset impairment and valuation allowances, the write-off of unamortized deferred financing fees or additional costs, expenses, discounts, make-whole payments, penalties or premiums incurred as a result of early retirement or payment of our debt; (c) the non-cash effect of income tax benefits or expenses, the non-cash impact of changes to our executive equity compensation plan, derivative transactions that have non-cash mark-to-market impacts on our Consolidated Statements of Income and non-cash charges related to leases; (d) the financial impact of contingent consideration; (e) gains and losses for non-operational foreign currency hedge agreements and changes in the fair value of financial instruments; (f) gains and losses on non-real estate dispositions and other items related to
50


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.

The following table summarizes our FFO and Normalized FFO for the three and six months ended June 30, 2023 and 2022 (dollars in thousands). Normalized FFO for the six months ended June 30, 2023 over the same period in 2022 includes $34.0 million of HHS grants received in 2022, which reduced property-level operating expenses. Excluding HHS grants, Normalized FFO for the six months ended June 30, 2023 increased over the same period in 2022 due to increased net operating income from our properties led by our SHOP reportable business segment as a result of increased revenues driven by positive trends in occupancy and revenue per occupied room, partially offset by higher interest expense.

 For the Three Months Ended June 30,For the Six Months Ended June 30,
 2023202220232022
Net income (loss) attributable to common stockholders$103,453 $(42,416)$120,970 $(3,684)
Adjustments: 
Depreciation and amortization on real estate assets304,095 282,313 585,572570,416 
Depreciation on real estate assets related to noncontrolling interests(4,344)(4,335)(8,721)(8,784)
Depreciation on real estate assets related to unconsolidated entities10,675 7,621 20,85214,886 
(Gain) loss on real estate dispositions(1,405)34 (11,606)(2,421)
(Gain) loss on real estate dispositions related to noncontrolling interests— — (5)17
Gain on real estate dispositions related to unconsolidated entities— (301)(180)(301)
Nareit FFO attributable to common stockholders412,474 242,916 706,882 570,129 
Adjustments:  
Change in fair value of financial instruments(12,290)37,837 (12,367)7,956
Non-cash income tax expense(11,535)(5,379)(15,807)(11,184)
Loss (gain) on extinguishment of debt, net of noncontrolling interests and including Ventas’s share attributable to unconsolidated entities(6,795)(6,795)7
Gain on transactions related to unconsolidated entities(33,492)— (33,312)(3)
Transaction expenses and deal costs, net of noncontrolling interests and including Ventas’ share attributable to unconsolidated entities3,376 15,027 5,48036,315
Amortization of other intangibles including Ventas’ share attributable to unconsolidated entities96 268 192536
Other items related to unconsolidated entities1,006 (1,285)2,093(1,154)
Non-cash impact of changes to equity plan(2,402)(2,389)4,8204,817
Materially disruptive events, net and including Ventas’ share attributable to unconsolidated entities(6,902)2,074 (2,716)(1,635)
Allowance on loan investments and impairment of unconsolidated entities, net of noncontrolling interests(12,064)(61)(20,127)(114)
 Gain on foreclosure of real estate(29,127)— (29,127)— 
Normalized FFO attributable to common stockholders$302,345 $289,015 $599,216 $605,670

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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 Three Months Ended June 30,For the Six Months Ended June 30,
 2023202220232022
Net income (loss) attributable to common stockholders$103,453 $(42,416)$120,970 $(3,684)
Adjustments:  
Interest and other income(1,032)(1,166)(2,775)(1,702)
Interest expense143,265 113,951 271,340 224,745 
Depreciation and amortization304,689 283,075 586,808 572,139 
General, administrative and professional fees34,399 32,915 79,197 75,913 
(Gain) loss on extinguishment of debt, net(6,801)(6,801)
Transaction expenses and deal costs3,069 13,078 4,455 33,070 
Allowance on loans receivable and investments(12,065)(62)(20,129)(116)
Gain on foreclosure of real estate(29,127)— (29,127)— 
Other(17,959)48,116 (10,197)20,926 
Net income attributable to noncontrolling interests1,613 1,214 3,008 3,074 
(Income) loss from unconsolidated entities(31,254)1,047 (25,631)5,316 
Income tax benefit(9,773)(3,790)(12,575)(8,280)
(Gain) loss on real estate dispositions(1,405)34 (11,606)(2,421)
NOI$481,072 $446,003 $946,937 $918,987 

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 outpatient medical and research portfolio and triple-net leased properties reportable business segments will be included in same-store once substantial completion of work has occurred for the full period in both periods presented. Our senior housing operating portfolio and triple-net leased properties that have undergone operator or business model transitions will be included in same-store once operating under consistent operating structures for the full period in both periods presented.

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

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

Liquidity and Capital Resources    

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

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

Our material contractual obligations arising in the normal course of business primarily consist of long-term debt and related interest payments, and operating obligations which include ground lease obligations. During the six months ended June 30, 2023, our contractual obligations increased primarily due to the issuance of $862.5 million aggregate principal amount of 3.75% Exchangeable Senior Notes due 2026. See “Note 9 – Senior Notes Payable And Other Debt” of the Notes to Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information regarding our significant debt activities.

We may, from time to time, seek to retire or purchase our outstanding indebtedness 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.

Loans Receivable and Investments

On May 1, 2023, we took ownership of the properties that supported the Santerre Mezzanine Loan by converting the outstanding principal amount of the Santerre Mezzanine Loan to equity, with no additional consideration being paid. As a result, the Santerre Mezzanine Loan is no longer outstanding.

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

As of June 30, 2023, we had $2.7 billion of undrawn capacity on our unsecured revolving credit facility with $35.0 million outstanding and an additional $1.2 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.

As of June 30, 2023, our $100.0 million uncommitted line for standby letters of credit had an outstanding balance of $14.7 million. The agreement governing the line contains certain customary covenants and, under its terms, we are required to pay a commission on each outstanding letter of credit at a fixed rate.

Our wholly owned subsidiary, Ventas Realty, Limited Partnership (“Ventas Realty”), may issue from time to time unsecured commercial paper notes up to a maximum aggregate amount outstanding at any time of $1.0 billion. The notes are sold under customary terms in the U.S. commercial paper note market and are ranked pari passu with all of Ventas Realty’s other unsecured senior indebtedness. The notes are fully and unconditionally guaranteed by Ventas, Inc. As of June 30, 2023, we had $135.0 million in borrowings outstanding under our commercial paper program.

As of June 30, 2023, we had a C$500 million unsecured term loan facility priced at Canadian Dollar Offered Rate (“CDOR”) plus 0.90% that matures in 2025.

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Exchangeable Senior Notes

In June 2023, Ventas Realty issued $862.5 million aggregate principal amount of its 3.75% Exchangeable Senior Notes due 2026 (the “Exchangeable Notes”) in a private placement. The Exchangeable Notes are senior, unsecured obligations of Ventas Realty and are fully and unconditionally guaranteed on an unsecured and unsubordinated basis by Ventas. The Exchangeable Notes bear interest at a rate of 3.75% per year, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2023. The Exchangeable Notes mature on June 1, 2026, unless earlier exchanged, redeemed or repurchased. The net proceeds from the Exchangeable Notes were primarily used to repay the CHC Mortgage Loan. As of June 30, 2023, we had $862.5 million aggregate principal amount of the Exchangeable Notes outstanding.

The Exchangeable Notes are exchangeable at an initial exchange rate of 18.2460 shares of our common stock per $1,000 principal amount of Exchangeable Notes (equivalent to an initial exchange price of approximately $54.81 per share of common stock). The initial exchange rate is subject to adjustment, including in the event of the payment of a quarterly dividend in excess of $0.45 per share, but will not be adjusted for any accrued and unpaid interest. Upon exchange of the Exchangeable Notes, Ventas Realty will pay cash up to the aggregate principal amount of the Exchangeable Notes to be exchanged and pay or deliver (or cause to be delivered), as the case may be, cash, shares of common stock or a combination of cash and shares of common stock, at Ventas Realty’s election, in respect of the remainder, if any, of its exchange obligation in excess of the aggregate principal amount of the Exchangeable Notes being exchanged. Prior to the close of business on the business day immediately preceding March 1, 2026, the Exchangeable Notes will be exchangeable at the option of the noteholders only upon the satisfaction of specified conditions and during certain periods described in the indenture governing the Exchangeable Notes. On or after March 1, 2026, until the close of business on the business day immediately preceding the maturity date, the Exchangeable Notes will be exchangeable at the option of the noteholders at any time regardless of these conditions or periods.

Senior Notes

In April 2023, our 100% owned subsidiary, Ventas Canada Finance Limited (“Ventas Canada”), issued and sold C$600.0 million aggregate principal amount of 5.398% Senior Notes due 2028 in a private placement at par. Pursuant to cash tender offers, we used the proceeds to repurchase C$613.7 million in aggregate principal amount of outstanding senior notes due in 2024 for an aggregate purchase price of C$600.0 million plus accrued and unpaid interest as disclosed below:

In April 2023, we repurchased C$527.0 million principal amount of our 2.80% Senior Notes, Series E due April 2024 at 97.6% of par value, plus accrued and unpaid interest to, but not including, the settlement date.

In April 2023, we repurchased C$86.7 million principal amount of our 4.125% Senior Notes, Series B due September 2024 at 98.5% of par value, plus accrued and unpaid interest to, but not including, the settlement date.

As a result of the tender offers, we recognized a gain on extinguishment of debt of $8.3 million in our Consolidated Statements of Income for both the three and six months ended June 30, 2023.

Mortgages

In March 2023, we entered into a C$271.8 million floating rate mortgage loan maturing in 2028 with an interest rate of CDOR + 0.88%. The mortgage is secured by 14 SHOP communities in Canada.

On May 1, 2023, we took ownership of the properties that supported the Santerre Mezzanine Loan by converting the outstanding principal amount of the Santerre Mezzanine Loan to equity, with no additional consideration being paid. The properties consisted of a diverse pool of 153 assets, which, at the time, also secured the CHC Mortgage Loan. At the time of the equitization of the Santerre Mezzanine Loan, there was $1 billion outstanding under the CHC Mortgage Loan and it accrued interest at a weighted average rate of LIBOR + 1.84% and had matured on June 9, 2023. The CHC Mortgage Loan was recorded at fair value, which approximates par, on May 1, 2023.

On June 8, 2023, we voluntary prepaid, without penalty, $656.6 million of the CHC Mortgage Loan. In connection with the prepayment, 83 properties were released from the collateral securing the CHC Mortgage Loan. As of June 30, 2023, $360.2 million remained outstanding under the CHC Mortgage Loan, which was secured by 70 outpatient medical buildings, triple-net leased skilled nursing facilities and hospital assets in the United States.

On June 9, 2023, we extended the maturity date of the CHC Mortgage Loan to June 9, 2024 and amended the CHC Mortgage Loan to replace its LIBOR-based rates with SOFR-based rates. As of June 30, 2023, the CHC Mortgage Loan had a weighted average rate of SOFR + 2.69%.
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In July 2023, we provided notice that we intend to repay the full balance of the CHC Mortgage Loan in August 2023.

In July 2023, we entered into a $426.8 million fixed rate mortgage loan, which accrues interest at 5.91%, matures in 2033 and is secured by 19 SHOP communities in the United States.

Equity Offerings

From time to time, we may sell our common stock under an “at-the-market” equity offering program (“ATM program”). During the six months ended June 30, 2023, we sold 0.5 million shares of our common stock under our ATM program for gross proceeds of $25.6 million, representing an average price of $46.93 per share. As of June 30, 2023, the remaining amount available under our ATM program for future sales of common stock was $974.4 million.

In July 2023, we sold 1.8 million shares of our common stock under our ATM program for gross proceeds of $84.8 million, representing an average price of $48.19 per share. As of July 31, 2023, the remaining amount available under our ATM program for future sales of common stock was $889.6 million.

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.

In the first quarter of 2023, we hedged an incremental $200.0 million of variable rate debt to fixed rate debt through the execution in March 2023 of two-year $400.0 million notional swaps on our unsecured term loan due in 2027, replacing a $200.0 million notional swap that matured in January 2023. The swap instruments are designated as cash flow hedges.

In March 2023, in connection with our new C$271.8 million mortgage loan, we entered into an interest rate swap totaling a notional amount of C$271.8 million with a maturity of March 14, 2028 that effectively converts CDOR-based floating rate debt to fixed rate debt.

In March and April 2023, we entered into a total of $250.0 million aggregate forward starting swaps with a ten-year weighted average rate of 3.37%:

In March 2023, we entered into a total of $200.0 million of notional forward starting swaps that reduced our exposure to fluctuations in interest rates related to changes in rates between the trade dates of the swaps and the forecasted issuance of long-term debt. The rate on the notional amounts was locked at a ten-year weighted average rate of 3.41%. The forward-starting interest rate swap instruments are designated as cash flow hedges.

In April 2023, we entered into a total of $50.0 million of notional forward starting swaps that reduced our exposure to fluctuations in interest rates related to changes in rates between the trade dates of the swap and the forecasted issuance of long-term debt. The rate on the notional amounts was locked at a ten-year weighted average rate of 3.17%. The forward-starting interest rate swap instruments are designated as cash flow hedges.

In July 2023, we terminated the above-mentioned forward starting swaps in conjunction with the issuance of the $426.8 million fixed rate mortgage loan due in 2033.

On May 1, 2023, in connection with taking ownership of the properties securing the Santerre Mezzanine Loan, which was collateral for the CHC Mortgage Loan, we also took ownership of existing interest rate caps based on LIBOR with an aggregate notional amount of $1.5 billion that expired in June 2023. On June 5, 2023, in connection with the extension of the maturity date of the CHC Mortgage Loan, we purchased interest rate caps with a total notional value of $360.2 million that expire in June 2024. The objective of the interest rate caps is to offset the variability of cash flows in the CHC Mortgage Loan interest payments attributable to fluctuations in SOFR beyond 9.42%.

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Dividends

During the six months ended June 30, 2023, we declared a dividend of $0.45 per share of our common stock in each of the first and second quarter. In order to continue to qualify as a REIT, we must make annual distributions to our stockholders of at least 90% of our REIT taxable income (excluding net capital gain). In addition, we will be subject to income tax at the regular corporate rate to the extent we distribute less than 100% of our REIT taxable income, including any net capital gains. We intend to pay dividends greater than 100% of our taxable income, after the use of any net operating loss carryforwards, for 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.

Cash Flows    
    
The following table sets forth our sources and uses of cash flows for the six months ended June 30, 2023 and 2022 (dollars in thousands):
 For the Six Months Ended June 30,(Decrease) Increase to Cash
 20232022$%
Cash, cash equivalents and restricted cash at beginning of period$170,745 $196,597 $(25,852)(13.1)%
Net cash provided by operating activities554,644 552,632 2,012 0.4
Net cash used in investing activities(127,607)(559,260)431,653 77.2
Net cash used in financing activities(388,085)(12,946)(375,139)nm
Effect of foreign currency translation650 (992)1,642 165.5
Cash, cash equivalents and restricted cash at end of period$210,347 $176,031 $34,316 19.5
______________________________
nm - not meaningful

Cash Flows from Operating Activities
    
Cash flows from operating activities increased $2.0 million during the six months ended June 30, 2023 compared to the same period in 2022 primarily due to higher property NOI in 2023, and higher transaction expenses and deal costs in 2022 in connection with stockholder relations matters, partially offset by higher interest expense and no HHS grants received in 2023.

Cash Flows from Investing Activities    

Net cash used in investing activities decreased $431.7 million during the six months ended June 30, 2023 compared to the same period in 2022 primarily due to higher acquisition volume in 2022, and higher proceeds from real estate dispositions and sale of approximately 24% of our ownership interest in Ardent in 2023, partially offset by higher capital expenditures in 2023.

Cash Flows from Financing Activities
    
Net cash used in financing activities increased $375.1 million during the six months ended June 30, 2023 compared to the same period in 2022 primarily due to higher repayments under our commercial paper program in 2023.

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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 outpatient medical and research portfolio 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 June 30, 2023, we had seven active and committed projects pursuant to these agreements, including three projects that are unconsolidated.

In addition, from time to time, we engage in redevelopment projects with respect to our existing senior housing communities to maximize the value, increase NOI, maintain a market-competitive position, achieve property stabilization or change the primary use of the property.

Off-Balance Sheet Arrangements

We own interests in certain unconsolidated entities as described in “Note 6 – 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 9 – Senior Notes Payable And Other Debt” to the Consolidated Financial Statements. Our risk of loss for these certain properties is limited to the outstanding debt balance plus penalties, if any. Further, we use financial derivative instruments to hedge interest rate and foreign currency exchange rate exposure. Finally, at June 30, 2023, we had $15.8 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, including the Exchangeable 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$500.0 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
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purpose of meeting our debt service obligations, including our payment guarantees with respect to Ventas Realty’s and Ventas Canada’s senior notes.

The following summarizes our guarantor and issuer balance sheet and statement of income information as of June 30, 2023 and December 31, 2022 and for the six months ended June 30, 2023 and the year ended December 31, 2022 (in thousands) for each of Ventas Realty, 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 June 30, 2023
GuarantorIssuer
Assets  
Investment in and advances to affiliates$17,762,125 $3,049,374 
Total assets17,840,054 3,165,555 
Liabilities and equity  
Intercompany loans12,099,497 (4,311,414)
Total liabilities12,320,462 4,363,280 
Redeemable OP unitholder and noncontrolling interests104,938 — 
Total equity (deficit)5,414,654 (1,197,725)
Total liabilities and equity17,840,054 3,165,555 

As of December 31, 2022
GuarantorIssuer
Assets  
Investment in and advances to affiliates$17,691,107 $3,049,374 
Total assets17,752,892 3,155,014 
Liabilities and equity  
Intercompany loans11,704,160 (3,825,402)
Total liabilities11,925,997 4,263,316 
Redeemable OP unitholder and noncontrolling interests
102,148 — 
Total equity (deficit)5,724,747 (1,108,302)
Total liabilities and equity17,752,892 3,155,014 

Statement of Income Information
For the Six Months Ended June 30, 2023
GuarantorIssuer
Equity earnings in affiliates$108,898 $— 
Total revenues110,213 71,753 
Income (loss) before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests122,327 (101,857)
Net income (loss)120,970 (101,857)
Net income (loss) attributable to common stockholders120,970 (101,857)
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For the Year Ended December 31, 2022
GuarantorIssuer
Equity earnings in affiliates$43,317 $— 
Total revenues45,037 145,560 
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)

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

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

As of June 30, 2023 and December 31, 2022, the fair value of our secured and non-mortgage loans receivable, based on our estimates of current prevailing rates for comparable loans, was $51.4 million and $517.0 million, respectively.

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

To highlight the sensitivity of our fixed rate debt to changes in interest rates, the following summary shows the effects of a hypothetical instantaneous change of 100 basis points in interest rates (dollars in thousands):
As of June 30, 2023As of December 31, 2022
Gross book value$12,049,679 $10,863,436 
Fair value11,243,878 10,010,935 
Fair value reflecting change in interest rates: 
 -100 basis points11,700,044 10,449,991 
 +100 basis points10,821,772 9,607,787 

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The table below sets forth certain information with respect to our debt, excluding premiums and discounts (dollars in thousands):
As of June 30, 2023As of December 31, 2022As of June 30, 2022
Balance:   
Fixed rate:   
Senior notes/Exchangeable senior notes$9,305,076 $8,627,540 $8,701,295 
Unsecured term loans400,000 200,000 200,000 
Mortgage loans and other2,344,603 2,035,896 2,091,926 
Subtotal fixed rate12,049,679 10,863,436 10,993,221 
Variable rate:
Unsecured revolving credit facility35,019 25,230 45,594 
Unsecured term loans477,758 669,031 688,440 
Commercial paper notes135,000 403,000 335,300 
Mortgage loans and other741,486 400,547 330,940 
Subtotal variable rate1,389,263 1,497,808 1,400,274 
Total$13,438,942 $12,361,244 $12,393,495 
Percentage of total debt:   
Fixed rate:   
Senior notes/Exchangeable senior notes69.2 %69.8 %70.2 %
Unsecured term loans3.0 1.6 1.6 
Mortgage loans and other 17.4 16.5 16.9 
Variable rate:
Unsecured revolving credit facility0.3 0.2 0.4 
Unsecured term loans3.6 5.4 5.6 
Commercial paper notes1.0 3.3 2.7 
Mortgage loans and other5.5 3.2 2.6 
Total100.0 %100.0 %100.0 %
Weighted average interest rate at end of period:
   
Fixed rate:   
Senior notes/Exchangeable senior notes3.8 %3.7 %3.7 %
Unsecured term loans4.7 3.6 3.6 
Mortgage loans and other3.9 3.7 3.6 
Variable rate:
Unsecured revolving credit facility5.9 4.5 2.3 
Unsecured term loans6.1 5.5 2.8 
Commercial paper notes5.3 4.7 1.9 
Mortgage loans and other6.6 5.1 2.7 
Total4.1 3.9 3.5 

The variable rate debt in the table above reflects, in part, the effect of $143.8 million notional amount of interest rate swaps with maturities on March 2027, 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 $537.5 million and C$564.6 million notional amount of interest rate swaps with maturities ranging from October 2023 to April 2031, in each case, that effectively convert variable rate debt to fixed rate debt.

In the first quarter of 2023, we hedged an incremental $200.0 million of variable rate debt to fixed rate debt through the execution in March 2023 of two-year $400.0 million notional swaps on our unsecured term loan due in 2027, replacing a $200.0 million notional swap that matured in January 2023. The swap instruments are designated as cash flow hedges.

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The decrease in our outstanding variable rate debt at June 30, 2023 compared to December 31, 2022 is primarily attributable to pay downs on our commercial paper and interest rate swap activity in 2023 effectively converting an incremental $200.0 million of variable rate debt to fixed rate debt, partially offset by the $360.2 million CHC Mortgage Loan.

The increase in our outstanding fixed rate debt at June 30, 2023 compared to December 31, 2022 is primarily attributable to the issuance of $862.5 million aggregate principal amount of 3.75% Exchangeable Senior Notes due 2026 and interest rate swap activity in 2023 effectively converting an incremental $200.0 million of variable rate debt to fixed rate debt.

Assuming a 100 basis point increase in the weighted average interest rate related to our consolidated variable rate debt and assuming no change in our consolidated variable rate debt outstanding as of June 30, 2023 of $1.4 billion, interest expense on an annualized basis would increase by approximately $13.9 million, or $0.03 per diluted common share.

As of June 30, 2023 and December 31, 2022, our joint venture partners’ aggregate share of total consolidated debt was $298.7 million and $279.0 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 $484.4 million and $454.4 million as of June 30, 2023 and December 31, 2022, respectively.
    
As a result of our Canadian and United Kingdom operations, we are subject to fluctuations in certain foreign currency exchange rates that may, from time to time, affect our financial condition and operating performance. Based solely on our results for the six months ended June 30, 2023 (including the impact of existing hedging arrangements), if the value of the U.S. dollar relative to the British pound and Canadian dollar were to increase or decrease by one standard deviation compared to the average exchange rate during the year, our Normalized FFO per share for the three and six months ended June 30, 2023 would decrease or increase as applicable, by less than $0.01 per share or 1%. We will continue to mitigate these risks through a layered approach to hedging looking out for the next year and continual assessment of our foreign operational capital structure. Nevertheless, we cannot assure you that any such fluctuations will not have an effect on our earnings.

ITEM 4.    CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As required by Rules 13a-15(b) and 15d-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2023. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective as of June 30, 2023, at the reasonable assurance level.

Internal Control Over Financial Reporting    
 
There have been no changes in our internal controls over financial reporting during the second quarter of 2023 (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

    
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PART II—OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

The information contained in “Note 11 – Commitments And Contingencies” of the Notes to Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q is incorporated by reference into this Item 1. Except as set forth therein, there have been no new material legal proceedings and no material developments in the legal proceedings reported in our 2022 Annual Report.

ITEM 1A.    RISK FACTORS

In the second quarter of 2023, there were no significant new risk factors from those disclosed under Part I, Item 1A. “Risk Factors” of our 2022 Annual Report. However, the risks and uncertainties that we face are not limited to those set forth in the 2022 Annual Report. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business, results of operations and financial condition.

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

Issuer Purchases of Equity Securities

We do not have a publicly announced repurchase plan or program in effect. The table below summarizes other repurchases of our common stock made during the quarter ended June 30, 2023.
Number of Shares
Repurchased (1)
Average Price
Per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsMaximum Number (or Approximate Dollar Value) of Shares that May Yet be Purchased Under the Plans or Programs
April 1 through April 301,000 $48.05 — — 
May 1 through May 31426 47.67 — — 
June 1 through June 30170 46.39 — — 
Total1,596 $47.77 — — 
______________________________
(1)Repurchases represent shares withheld to pay taxes on the vesting of restricted stock granted to employees under our 2012 Incentive Plan. The value of the shares withheld is the closing price of our common stock on the date the vesting (or, if the vesting date is not a trading day, on the immediately preceding trading day).

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Not applicable.


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ITEM 6. EXHIBITS

Exhibit
Number
Description of Document
Ninth Supplemental Indenture, dated as of April 21, 2023, by and among Ventas Canada Finance Limited, as Issuer, Ventas, Inc., as Guarantor, and Computershare Trust Company of Canada, as Trustee, relating to the 5.398% Senior Notes, Series I due 2028, incorporated by reference to Exhibit 4.1 to our Quarterly Report on Form 10-Q, filed on May 9, 2023.
Indenture, dated as of June 13, 2023, by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor, and U.S. Bank Trust Company, National Association, as Trustee, relating to the 3.75% Exchangeable Senior Notes due 2026, incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K, filed on June 8, 2023.
Second Amendment to the Third Amended and Restated Credit and Guaranty Agreement, dated as of June 26, 2023, 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.
List of Guarantors and Issuers of Guaranteed Securities.
Certification of Debra A. Cafaro, Chairman and Chief Executive Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
Certification of Robert F. Probst, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
Certification of Debra A. Cafaro, Chairman and Chief Executive Officer, pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. § 1350.
Certification of Robert F. Probst, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. § 1350.
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The following materials from the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2023, formatted in XBRL (Inline Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Equity, (v) the Consolidated Statements of Cash Flows and (vi) Notes to the Consolidated Financial Statements.
104Cover Page Interactive Data File (formatted as inline XBRL).
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: August 4, 2023
VENTAS, INC.
By:/s/ DEBRA A. CAFARO
Debra A. Cafaro
 Chairman and
Chief Executive Officer
By:/s/ ROBERT F. PROBST
Robert F. Probst
Executive Vice President and
Chief Financial Officer
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