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 September 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)

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

353 N. Clark Street, Suite 3300

Chicago, Illinois 60654

(Address of Principal Executive Offices)    

(877) 483-6827

(Registrant’s Telephone Number, Including Area Code)

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

Title of Each Class

Trading Symbol

Name of Exchange on Which Registered

Common Stock $0.25 par value

VTR

New York Stock Exchange

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

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

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

Large accelerated filer

☒

Accelerated filer ☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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

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

As of November 1, 2023, there were 402,380,747 shares of the registrant’s common stock outstanding.

    

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VENTAS, INC.

FORM 10-Q

INDEX

Page

PART I—FINANCIAL INFORMATION

Item 1.

Consolidated Financial Statements (Unaudited)

1

Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022

1

Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2023 and 2022

2

Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2023 and 2022

3

Consolidated Statements of Equity for the Three and Nine Months Ended September 30, 2023 and 2022

4

Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022

6

Notes to Consolidated Financial Statements

8

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

30

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

58

Item 4.

Controls and Procedures

60

PART II—OTHER INFORMATION

Item 1.

Legal Proceedings

61

Item 1A.

Risk Factors

61

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

61

Item 3.

Defaults Upon Senior Securities

61

Item 4.

Mine Safety Disclosures

61

Item 5.

Other Information

61

Item 6.

Exhibits

62

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PART I—FINANCIAL INFORMATION

ITEM 1.    CONSOLIDATED FINANCIAL STATEMENTS

VENTAS, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share amounts, unaudited)

			As of September 30, 2023						As of December 31, 2022
Assets
Real estate investments:
Land and improvements			$	2,601,218					$	2,437,905
Buildings and improvements			27,220,110						26,020,048
Construction in progress			458,988						310,456
Acquired lease intangibles			1,469,998						1,346,190
Operating lease assets			317,369						310,307
			32,067,683						30,424,906
Accumulated depreciation and amortization			(9,978,902)						(9,264,456)
Net real estate property			22,088,781						21,160,450
Secured loans receivable and investments, net			27,823						537,075
Investments in unconsolidated real estate entities			579,172						579,949
Net real estate investments			22,695,776						22,277,474
Cash and cash equivalents			433,937						122,564
Escrow deposits and restricted cash			57,809						48,181
Goodwill			1,044,536						1,044,415
Assets held for sale			43,191						44,893
Deferred income tax assets, net			7,165						10,490
Other assets			684,195						609,823
Total assets			$	24,966,609					$	24,157,840
Liabilities and equity
Liabilities:
Senior notes payable and other debt			$	13,388,498					$	12,296,780
Accrued interest			119,685						110,542
Operating lease liabilities			197,666						190,440
Accounts payable and other liabilities			1,090,028						1,031,689
Liabilities related to assets held for sale			5,098						6,492
Deferred income tax liabilities			26,141						35,570
Total liabilities			14,827,116						13,671,513
Redeemable OP unitholder and noncontrolling interests			265,374						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, 402,381 and 399,707 shares outstanding at September 30, 2023 and December 31, 2022, respectively			100,647						99,912
Capital in excess of par value			15,678,031						15,539,777
Accumulated other comprehensive loss			(6,182)						(36,800)
Retained earnings (deficit)			(5,941,303)						(5,449,385)
Treasury stock, 277 and 10 shares issued at September 30, 2023 and December 31, 2022, respectively			(13,634)						(536)
Total Ventas stockholders’ equity			9,817,559						10,152,968
Noncontrolling interests			56,560						68,709
Total equity			9,874,119						10,221,677
Total liabilities and equity			$	24,966,609					$	24,157,840

See accompanying notes.

1

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VENTAS, INC.

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts, unaudited)

			For the Three Months Ended September 30,												For the Nine Months Ended September 30,
			2023						2022						2023						2022
Revenues
Rental income:
Triple-net leased			$	159,812					$	150,115					$	463,906					$	451,073
Outpatient medical and research portfolio			226,326						200,867						645,137						600,648
			386,138						350,982						1,109,043						1,051,721
Resident fees and services			754,417						668,583						2,184,024						1,977,760
Third party capital management revenues			5,315						4,550						13,488						12,825
Income from loans and investments			1,208						12,672						21,351						33,271
Interest and other income			2,754						489						5,529						2,191
Total revenues			1,149,832						1,037,276						3,333,435						3,077,768
Expenses
Interest			147,919						119,413						419,259						344,158
Depreciation and amortization			370,377						301,481						957,185						873,620
Property-level operating expenses:
Senior housing			573,715						499,972						1,658,047						1,482,948
Outpatient medical and research portfolio			78,915						66,098						217,999						192,609
Triple-net leased			3,847						3,756						11,180						11,349
			656,477						569,826						1,887,226						1,686,906
Third party capital management expenses			1,472						1,750						4,614						4,473
General, administrative and professional fees			33,297						35,421						112,494						111,334
Loss (gain) on extinguishment of debt, net			612						574						(6,189)						581
Transaction expenses and deal costs			7,125						4,782						11,580						37,852
Allowance on loans receivable and investments			(66)						(63)						(20,195)						(179)
Gain on foreclosure of real estate			—						—						(29,127)						—
Other			9,432						9,162						(765)						30,088
Total expenses			1,226,645						1,042,346						3,336,082						3,088,833
Loss before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests			(76,813)						(5,070)						(2,647)						(11,065)
(Loss) income from unconsolidated entities			(5,119)						1,970						20,512						(3,346)
Gain on real estate dispositions			10,711						136						22,317						2,557
Income tax benefit			1,662						6,027						14,237						14,307
(Loss) income from continuing operations			(69,559)						3,063						54,419						2,453
Net (loss) income			(69,559)						3,063						54,419						2,453
Net income attributable to noncontrolling interests			1,565						1,807						4,573						4,881
Net (loss) income attributable to common stockholders			$	(71,124)					$	1,256					$	49,846					$	(2,428)
Earnings per common share
Basic:
(Loss) income from continuing operations			$	(0.17)					$	0.01					$	0.14					$	0.01
Net (loss) income attributable to common stockholders			(0.18)						—						0.12						(0.01)
Diluted:1
(Loss) income from continuing operations			$	(0.17)					$	0.01					$	0.13					$	0.01
Net (loss) income attributable to common stockholders			(0.18)						—						0.12						(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

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VENTAS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands, unaudited)

			For the Three Months Ended September 30,												For the Nine Months Ended September 30,
			2023						2022						2023						2022
Net (loss) income			$	(69,559)					$	3,063					$	54,419					$	2,453
Other comprehensive income:
Foreign currency translation (loss) income			(2,858)						(3,685)						2,922						(24,427)
Unrealized loss on available for sale securities			—						(1,252)						—						(3,371)
Unrealized gain on derivative instruments			10,042						7,870						29,241						41,013
Total other comprehensive income			7,184						2,933						32,163						13,215
Comprehensive (loss) income			(62,375)						5,996						86,582						15,668
Comprehensive income (loss) attributable to noncontrolling interests			379						(4,308)						6,118						885
Comprehensive (loss) income attributable to common stockholders			$	(62,754)					$	10,304					$	80,464					$	14,783

   

See accompanying notes.

3

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VENTAS, INC.

CONSOLIDATED STATEMENTS OF EQUITY

For the Three Months Ended September 30, 2023 and 2022

(In thousands, except per share amounts, unaudited)

			For the Three Months Ended September 30, 2023
2019			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 July 1, 2023			$	100,206					$	15,584,858					$	(14,552)					$	(5,688,499)					$	(13,631)					$	9,968,382					$	60,062					$	10,028,444
Net (loss) income			—						—						—						(71,124)						—						(71,124)						1,565						(69,559)
Other comprehensive income (loss)			—						—						8,370						—						—						8,370						(1,186)						7,184
Net change in noncontrolling interests			—						(6,637)						—						—						—						(6,637)						(3,881)						(10,518)
Dividends to common stockholders—$0.45 per share			—						9						—						(181,680)						—						(181,671)						—						(181,671)
Issuance of common stock for stock plans, restricted stock grants and other			441						87,998						—						—						(3)						88,436						—						88,436
Adjust redeemable OP unitholder interests to current fair value			—						11,785						—						—						—						11,785						—						11,785
Redemption of OP Units			—						18						—						—						—						18						—						18
Balance at September 30, 2023			$	100,647					$	15,678,031					$	(6,182)					$	(5,941,303)					$	(13,634)					$	9,817,559					$	56,560					$	9,874,119

			For the Three Months Ended September 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 July 1, 2022			$	99,913					$	15,514,015					$	(56,355)					$	(5,044,569)					$	(408)					$	10,512,596					$	90,798					$	10,603,394
Net income			—						—						—						1,256						—						1,256						1,807						3,063
Other comprehensive income (loss)			—						—						9,046						—						—						9,046						(6,113)						2,933
Net change in noncontrolling interests			—						(14,645)						—						—						—						(14,645)						(15,939)						(30,584)
Dividends to common stockholders—$0.45 per share			—						—						—						(180,589)						—						(180,589)						—						(180,589)
Issuance of common stock for stock plans, restricted stock grants and other			1						6,101						—						—						(139)						5,963						—						5,963
Adjust redeemable OP unitholder     interests to current fair value			—						27,746						—						—						—						27,746						—						27,746
Redemption of OP Units			—						(14)						—						—						—						(14)						—						(14)
Balance at September 30, 2022			$	99,914					$	15,533,203					$	(47,309)					$	(5,223,902)					$	(547)					$	10,361,359					$	70,553					$	10,431,912

See accompanying notes.

4

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VENTAS, INC.

CONSOLIDATED STATEMENTS OF EQUITY

For the Nine Months Ended September 30, 2023 and 2022

(In thousands, except per share amounts, unaudited)

			For the Nine Months Ended September 30, 2023
2019			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, 2023			$	99,912					$	15,539,777					$	(36,800)					$	(5,449,385)					$	(536)					$	10,152,968					$	68,709					$	10,221,677
Net income			—						—						—						49,846						—						49,846						4,573						54,419
Other comprehensive income			—						—						30,618						—						—						30,618						1,545						32,163
Net change in noncontrolling interests			—						(1,781)						—						—						—						(1,781)						(18,267)						(20,048)
Dividends to common stockholders—$1.35 per share			—						19						—						(541,764)						—						(541,745)						—						(541,745)
Issuance of common stock for stock plans, restricted stock grants and other			735						136,215						—						—						(13,098)						123,852						—						123,852
Adjust redeemable OP unitholder interests to current fair value			—						3,852						—						—						—						3,852						—						3,852
Redemption of OP Units			—						(51)						—						—						—						(51)						—						(51)
Balance at September 30, 2023			$	100,647					$	15,678,031					$	(6,182)					$	(5,941,303)					$	(13,634)					$	9,817,559					$	56,560					$	9,874,119

			For the Nine Months Ended September 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) income			—						—						—						(2,428)						—						(2,428)						4,881						2,453
Other comprehensive income (loss)			—						—						17,211						—						—						17,211						(3,996)						13,215
Net change in noncontrolling interests			—						(21,166)						—						—						—						(21,166)						(21,707)						(42,873)
Dividends to common stockholders—$1.35 per share			—						—						—						(541,585)						—						(541,585)						—						(541,585)
Issuance of common stock for stock plans, restricted stock grants and other			76						31,273						—						—						(547)						30,802						—						30,802
Adjust redeemable OP unitholder interests to current fair value			—						24,154						—						—						—						24,154						—						24,154
Redemption of OP Units			—						(14)						—						—						—						(14)						—						(14)
Balance at September 30, 2022			$	99,914					$	15,533,203					$	(47,309)					$	(5,223,902)					$	(547)					$	10,361,359					$	70,553					$	10,431,912

See accompanying notes.

5

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VENTAS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands, unaudited)

			For the Nine Months Ended September 30,
			2023						2022
Cash flows from operating activities:
Net income			$	54,419					$	2,453
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			957,185						873,620
Amortization of deferred revenue and lease intangibles, net			(44,543)						(48,462)
Other non-cash amortization			15,499						9,483
Allowance on loans receivable and investments			(20,195)						(179)
Stock-based compensation			25,298						28,786
Straight-lining of rental income			(4,425)						(10,131)
(Gain) loss on extinguishment of debt, net			(6,189)						581
Gain on real estate dispositions			(22,317)						(2,557)
Income tax benefit			(19,230)						(16,961)
(Gain) loss and other from unconsolidated entities			(20,512)						3,352
Gain on foreclosure of real estate			(29,127)						—
Distributions from unconsolidated entities			12,953						15,467
Other			(15,777)						36,422
Changes in operating assets and liabilities:
Increase in other assets			(55,339)						(53,433)
Increase (decrease) in accrued interest			3,775						(12,772)
Increase in accounts payable and other liabilities			9,314						27,241
Net cash provided by operating activities			840,789						852,910
Cash flows from investing activities:
Net investment in real estate property			(4,625)						(439,299)
Investment in loans receivable			(883)						(5,337)
Proceeds from real estate disposals			167,296						12,481
Proceeds from loans receivable			44,036						692
Proceeds from sale of interest in unconsolidated entities			50,054						—
Net cash assumed in foreclosure of real estate			11,615						—
Development project expenditures			(239,639)						(126,988)
Capital expenditures			(160,369)						(154,761)
Distributions from unconsolidated entities			74,670						28,311
Investment in unconsolidated entities			(97,989)						(50,402)
Insurance proceeds for property damage claims			14,446						9,982
Net cash used in investing activities			(141,388)						(725,321)
Cash flows from financing activities:
Net change in borrowings under revolving credit facilities			6,169						(19,442)
Net change in borrowings under commercial paper program			(402,354)						97,066
Proceeds from debt			2,404,069						888,927
Repayment of debt			(1,891,003)						(513,606)
Purchase of noncontrolling interests			(110)						(170)
Payment of deferred financing costs			(39,225)						(7,664)
Issuance of common stock, net			108,455						—
Cash distribution to common stockholders			(542,236)						(540,205)
Cash distribution to redeemable OP unitholders			(4,642)						(4,732)
Cash issued for redemption of OP Units			(845)						(328)
Contributions from noncontrolling interests			11,187						51
Distributions to noncontrolling interests			(20,867)						(27,152)
Proceeds from stock option exercises			1,736						8,691
Other			(8,628)						(6,392)
Net cash used in financing activities			(378,294)						(124,956)
Net increase in cash, cash equivalents and restricted cash			321,107						2,633
Effect of foreign currency translation			(106)						(3,592)
Cash, cash equivalents and restricted cash at beginning of period			170,745						196,597
Cash, cash equivalents and restricted cash at end of period			$	491,746					$	195,638

See accompanying notes.

6

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VENTAS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(In thousands, unaudited)

			For the Nine Months Ended September 30,
			2023						2022
Supplemental schedule of non-cash activities:
Assets acquired and liabilities assumed from acquisitions and other:
Real estate investments			$	—					$	16,599
Other assets			7,873						856
Other liabilities			9,000						7,747
Deferred income tax liability			12,382						960
Noncontrolling interests			—						3,351
Settlement of loan receivable			486,082						—
Real estate received in settlement of loan receivable			1,566,395						—
Assumption of debt related to real estate owned			1,016,804						—
Investment in unconsolidated entities			—						8,100

See accompanying notes.

7

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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 September 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 third-party managers, in which case they are included in our SHOP reportable business segment.

As of September 30, 2023, we leased a total of 335 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 September 30, 2023.

As of September 30, 2023, pursuant to long-term management agreements, we engaged 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 594 senior housing communities.

As of September 30, 2023, we owned or had investments in a total of 461 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

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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 nine months ended September 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 September 30, 2023												As of December 31, 2022
						Total Assets						Total Liabilities						Total Assets						Total Liabilities
NHP/PMB L.P.						$	755,811					$	260,651					$	741,890					$	252,518
Fonds Immobilier Groupe Maurice, S.E.C.						1,952,453						1,177,733						1,957,075						1,170,928
Other identified VIEs						1,719,853						366,903						1,699,949						333,185
Tax credit VIEs						118,994						14,158						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.

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VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

During the three and nine months ended September 30, 2023, we did not receive any HHS grants. During the three and nine months ended September 30, 2022, we received $20.2 million and $54.2 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 September 30, 2023, Atria, Sunrise, Brookdale Senior Living, Ardent and Kindred managed or operated approximately 23.6%, 9.3%, 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 September 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 10.6% and 55.0% 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 September 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 September 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 September 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.

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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 September 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 September 30,
			2023						2022
Contribution as a Percentage of Total Revenues (1):
Brookdale Senior Living			3.3		%				3.6		%
Ardent			2.9						3.1
Kindred			2.9						3.3
Contribution as a Percentage of Total NOI (2):
Brookdale Senior Living			7.6		%				8.0		%
Ardent			6.8						7.0
Kindred			6.8						7.4

____________________________

(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 September 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”). As of September 30, 2023, the Kindred Lease represented approximately 6.8% of the Company’s Total NOI.

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 Kindred Lease for the Group 1 properties for two 5-year extensions at the greater of escalated rent and fair market rent by providing written notice no later than one year prior to the applicable expiration date. Kindred currently has the option to renew the Kindred Lease for the Group 2 properties for one 5-year extension by providing written notice to us before May 1, 2024. The Kindred Lease is guaranteed by a parent company.

The COVID-19 pandemic led to elevated volumes and financial performance at the properties. As the pandemic receded, the financial performance has declined, largely driven by significantly elevated labor expense, including contract labor, and lower volumes. While we believe that Kindred has taken and is taking targeted actions to attempt to improve the performance of the properties, there can be no assurance that Kindred will be able to do so. See also “Part I—Item 1A. Risk Factors—Risks Related to Our Business Operations and Strategy—If we need to replace any of our tenants or managers, we may be unable to do so on as favorable terms, if at all, and we could be subject to delays, limitations and expenses, which could adversely affect our business, financial condition and results of operations”, “Part I—Item 1A. Risk Factors—Risks Related to Our Business Operations and Strategy—A significant portion of our revenues and operating income is dependent on a limited number of tenants and managers, including Brookdale Senior Living, Ardent, Kindred, Atria and Sunrise” and “Part I—Item 1A. Risk Factors—Risks Related to Our Business Operations and Strategy—We face potential adverse consequences from the bankruptcy, insolvency or financial deterioration of our tenants, managers, borrowers and other obligors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

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VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Senior Housing Operating Portfolio

As of September 30, 2023, Atria and Sunrise, collectively, provided comprehensive property management and accounting services with respect to 313 of our 583 consolidated senior housing communities, for which we pay annual management fees pursuant to long-term management agreements.

As of September 30, 2023, Atria and its subsidiaries, including Holiday, managed a pool of 221 senior housing communities for Ventas. Ventas has the right to terminate the management contract for 70 of the communities on short notice.

As of September 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.

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 nine months ended September 30, 2023, we sold seven senior housing communities (four of which were vacant), five outpatient medical buildings, two research centers, nine triple-net leased properties (two of which were vacant) and one land parcel for aggregate consideration of $167.3 million and recognized a gain on the sale of these assets of $22.3 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 September 30, 2023																		As of December 31, 2022
						Number of Properties Held for Sale						Assets Held for Sale						Liabilities Related to Assets Held for Sale						Number of Properties Held for Sale						Assets Held for Sale						Liabilities Related to Assets Held for Sale
SHOP						7						$	41,108					$	4,435					3						$	44,852					$	5,675
Outpatient Medical and Research Portfolio (1)						1						1,393						520						—						41						817
Triple-net leased properties						1						690						143						—						—						—
Total						9						$	43,191					$	5,098					3						$	44,893					$	6,492

______________________________

(1)Balances as of December 31, 2022 primarily relate to sold assets that will be settled post close.

Real Estate Impairments

We recognized impairments of $72.7 million and $28.1 million for the three months ended September 30, 2023 and 2022, respectively, and $92.0 million and $55.0 million for the nine months ended September 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.

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VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 5—LOANS RECEIVABLE AND INVESTMENTS

As of September 30, 2023 and December 31, 2022, we had $52.4 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 Cost						Allowance												Carrying Amount						Fair Value
As of September 30, 2023:
Secured/mortgage loans and other, net (1)			$	27,823					$	—											$	27,823					$	27,853
Non-mortgage loans receivable, net (2)			29,012						(4,425)												24,587						23,396
Total loans receivable and investments, net			$	56,835					$	(4,425)											$	52,410					$	51,249
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 September 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 nine months ended September 30, 2023, we reversed the $20.0 million allowance and recognized a gain on foreclosure of real estate of $29.1 million in our Consolidated Statements of Income. 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”.

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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 September 30, 2023 and December 31, 2022, respectively (dollars in thousands):

						Ownership as of (1)												Carrying Amount as of
						September 30, 2023						December 31, 2022						September 30, 2023						December 31, 2022
Investments in unconsolidated real estate entities:
Ventas Life Science & Healthcare Real Estate Fund						20.6%						21.0%						$	268,514					$	263,979
Pension Fund Joint Venture						23.6%						22.9%						27,052						25,028
Research & Innovation Development Joint Venture						51.4%						51.0%						260,526						284,962
Ventas Investment Management platform																		556,092						573,969
Atrium Health & Wake Forest Joint Venture						48.5%						48.5%						22,443						5,403
All other (2)						34.0%-37.5%						34.0%-37.5%						637						577
Total investments in unconsolidated real estate entities																		$	579,172					$	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 September 30, 2023 includes investments in unconsolidated real estate entities that are recorded in accounts payable and other liabilities 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 $4.2 million for the three months ended September 30, 2023 and 2022, respectively, and $10.9 million and $11.5 million for the nine months ended September 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 September 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 nine months ended September 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%.

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VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 7—INTANGIBLES

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

			As of September 30, 2023												As of December 31, 2022
			Balance						Weighted Average Remaining Amortization Period in Years						Balance						Weighted Average Remaining Amortization Period in Years
Intangible assets:
Above-market lease intangibles (1)			$	136,506					5.1						$	129,038					5.4
In-place and other lease intangibles (2)			1,333,492						7.7						1,217,152						8.0
Goodwill			1,044,536						N/A						1,044,415						N/A
Other intangibles (2)			34,400						5.0						34,404						5.6
Accumulated amortization			(1,163,233)						N/A						(1,061,305)						N/A
Net intangible assets			$	1,385,701					7.5						$	1,363,704					7.8
Intangible liabilities:
Below-market lease intangibles (1)			$	330,143					8.0						$	333,672					8.6
Other lease intangibles			13,498						N/A						13,498						N/A
Accumulated amortization			(259,958)						N/A						(258,639)						N/A
Purchase option intangibles			3,568						N/A						3,568						N/A
Net intangible liabilities			$	87,251					8.0						$	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 September 30, 2023						As of December 31, 2022
Straight-line rent receivables			$	192,137					$	187,536
Deferred lease costs			112,194						101,185
Non-mortgage loans receivable, net			24,587						24,338
Stock warrants			34,906						23,621
Other intangibles, net			5,774						6,393
Investment in unconsolidated operating entities			80,039						95,363
Other			234,558						171,387
Total other assets			$	684,195					$	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.

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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 September 30, 2023						As of December 31, 2022
Unsecured revolving credit facility (1)(2)			$	31,677					$	25,230
Commercial paper notes			—						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)			120,242						184,515
2.80% Senior Notes, Series E due 2024 (2)			53,795						442,837
Unsecured term loan due 2025 (2)			368,270						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 February 2027			200,000						—
Unsecured term loan due June 2027			500,000						500,000
2.45% Senior Notes, Series G due 2027 (2)			349,856						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)			441,924						—
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)			220,962						221,419
6.90% Senior Notes due 2037 (3)			52,400						52,400
6.59% Senior Notes due 2038 (3)			21,413						22,823
5.70% Senior Notes due 2043			300,000						300,000
4.375% Senior Notes due 2045			300,000						300,000
4.875% Senior Notes due 2049			300,000						300,000
Mortgage loans and other			3,106,323						2,436,443
Total			13,479,362						12,361,244
Deferred financing costs, net			(87,172)						(63,410)
Unamortized fair value adjustment			17,547						23,535
Unamortized discounts			(21,239)						(24,589)
Senior notes payable and other debt			$	13,388,498					$	12,296,780

______________________________

(1)As of September 30, 2023 and December 31, 2022, respectively, $12.5 million and $3.7 million of aggregate borrowings were denominated in Canadian dollars. Aggregate borrowings of $19.2 million and $21.5 million were denominated in British pounds as of September 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, 2037, and our 6.59% senior notes due 2038 are subject to repurchase at the option of the holders, at par, on July 7, 2028.

16

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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 ratings. 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 revolving 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 September 30, 2023, we had $2.7 billion of undrawn capacity on our unsecured revolving credit facility with $31.7 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 September 30, 2023, our $100.0 million uncommitted line for standby letters of credit had an outstanding balance of $15.0 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 September 30, 2023, we had no borrowings outstanding under our commercial paper program.

Ventas Realty has a $500.0 million unsecured term loan priced at Term SOFR plus 0.95%, which is subject to adjustment based on Ventas Realty’s debt ratings. This term loan is fully and unconditionally guaranteed by Ventas, Inc. It matures in June 2027 and includes an accordion feature that permits Ventas Realty to increase the aggregate borrowings thereunder to up to $1.25 billion, subject to the satisfaction of certain conditions, including the receipt of additional commitments for such increase.

On September 6, 2023, Ventas Realty entered into a $200.0 million unsecured term loan priced at SOFR plus 0.95%, which is subject to adjustment based on Ventas Realty’s debt ratings. This term loan is fully and unconditionally guaranteed by Ventas, Inc. It matures in February 2027 and includes an accordion feature that permits Ventas Realty to increase the aggregate borrowings thereunder to up to $500.0 million, subject to the satisfaction of certain conditions, including the receipt of additional commitments for such increase.

As of September 30, 2023, Ventas Canada Finance Limited, Ventas SSL Ontario II, Inc. and Ventas SSL Ontario III, Inc., as borrowers, had a C$500.0 million unsecured term loan facility priced at Canadian Dollar Offered Rate (“CDOR”) plus 0.90% that matures in January 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 September 30, 2023, we had $862.5 million aggregate principal amount of the Exchangeable Notes outstanding.

17

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VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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.

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 the nine months ended September 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.

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.

In August 2023, we repaid the remaining balance of the CHC Mortgage Loan of $360.2 million at which time the CHC Mortgage Loan was no longer outstanding.

18

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VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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. In October 2023, we purchased a $32.0 million tranche of this Company indebtedness at a discounted price, reducing the net effective interest rate of the mortgage loan to 5.60% and the net amount of the mortgage loan to $394.8 million.

As of September 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)						Scheduled Periodic Amortization						Total Maturities
2023			$	69,697					$	—					$	14,068					$	83,765
2024			1,226,139						—						49,573						1,275,712
2025			2,064,351						31,677						44,432						2,140,460
2026			1,911,778						—						38,272						1,950,050
2027			1,542,951						—						38,051						1,581,002
Thereafter			6,295,814						—						152,559						6,448,373
Total maturities			$	13,110,730					$	31,677					$	336,955					$	13,479,362

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 September 30, 2023, our variable rate debt obligations of $1.1 billion reflect, in part, the effect of $143.7 million notional amount of interest rate swaps with maturities in March 2027, that effectively convert fixed rate debt to variable rate debt.

As of September 30, 2023, our fixed rate debt obligations of $12.4 billion reflect, in part, the effect of $537.2 million and C$561.3 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 June 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 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.

19

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VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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.

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 September 30, 2023												As of December 31, 2022
			Carrying Amount						Fair Value						Carrying Amount						Fair Value
Assets:
Cash and cash equivalents (1)			$	433,937					$	433,937					$	122,564					$	122,564
Escrow deposits and restricted cash (1)			57,809						57,809						48,181						48,181
Stock warrants (3)(5)			34,906						34,906						23,621						23,621
Secured mortgage loans and other, net (3)(4)			27,823						27,853						493,669						493,627
Non-mortgage loans receivable, net (3)(4)(5)			24,587						23,396						24,338						23,416
Government-sponsored pooled loan investments, net (3)			—						—						43,406						43,406
Derivative instruments (3)(5)			48,713						48,713						24,316						24,316
Liabilities:
Senior notes payable and other debt, gross (3)(4)			13,479,362						12,503,789						12,361,244						11,493,824
Derivative instruments (3)(6)			44						44						145						145
Redeemable OP Units (2)			153,351						153,351						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.

20

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VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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 on May 1, 2023 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) on May 1, 2023 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 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.

21

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VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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 nine months ended September 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 September 30, 2023 and 2022 was a benefit of $1.7 million and a benefit of $6.0 million, respectively. Our consolidated provision for income taxes for the nine months ended September 30, 2023 and 2022 was a benefit of $14.2 million and a benefit of $14.3 million, respectively. The income tax benefit for the three and nine months ended September 30, 2023 was primarily due to losses in certain of our TRS entities and a $8.0 million benefit from internal restructurings of U.S. TRS entities. The income tax benefit for the three and nine months ended September 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 $26.1 million and $35.6 million as of September 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 $7.2 million and $10.5 million as of September 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 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 three months ended September 30, 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. During the nine months ended September 30, 2023, we sold 2.3 million shares of our common stock under our ATM program for gross proceeds of $110.4 million, representing an average price of $47.89 per share. As of September 30, 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 September 30, 2023						As of December 31, 2022
Foreign currency translation loss			$	(57,252)					$	(60,364)
Unrealized gain on derivative instruments			51,070						23,564
Total accumulated other comprehensive loss			$	(6,182)					$	(36,800)

22

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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 September 30,												For the Nine Months Ended September 30,
			2023						2022						2023						2022
Numerator for basic and diluted earnings per share:
(Loss) income from continuing operations			$	(69,559)					$	3,063					$	54,419					$	2,453
Net (loss) income			(69,559)						3,063						54,419						2,453
Net income attributable to noncontrolling interests			1,565						1,807						4,573						4,881
Net (loss) income attributable to common stockholders			$	(71,124)					$	1,256					$	49,846					$	(2,428)
Denominator:
Denominator for basic earnings per share—weighted average shares			402,859						399,646						401,424						399,513
Effect of dilutive securities:
Stock options			—						—						—						11
Restricted stock awards			327						381						268						390
OP unitholder interests			3,469						3,516						3,474						3,517
Denominator for diluted earnings per share—adjusted weighted average shares			406,655						403,543						405,166						403,431
Basic earnings per share:
(Loss) income from continuing operations			$	(0.17)					$	0.01					$	0.14					$	0.01
Net (loss) income attributable to common stockholders			(0.18)						0.00						0.12						(0.01)
Diluted earnings per share: (1)
(Loss) income from continuing operations			$	(0.17)					$	0.01					$	0.13					$	0.01
Net (loss) income attributable to common stockholders			(0.18)						0.00						0.12						(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 nine months ended September 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 nine months ended September 30, 2023 was less than the initial exchange price of $54.81 and, therefore, all associated shares were antidilutive.

23

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VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 15—SEGMENT INFORMATION

As of September 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 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 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.

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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 September 30, 2023
			SHOP						Outpatient Medical and Research Portfolio						Triple-Net Leased Properties						Non-Segment						Total
Revenues:
Rental income			$	—					$	226,326					$	159,812					$	—					$	386,138
Resident fees and services			754,417						—						—						—						754,417
Third party capital management revenues			—						662						—						4,653						5,315
Income from loans and investments			—						—						—						1,208						1,208
Interest and other income			—						—						—						2,754						2,754
Total revenues			$	754,417					$	226,988					$	159,812					$	8,615					$	1,149,832
Total revenues			$	754,417					$	226,988					$	159,812					$	8,615					$	1,149,832
Less:
Interest and other income			—						—						—						2,754						2,754
Property-level operating expenses			573,715						78,915						3,847						—						656,477
Third party capital management expenses			—						—						—						1,472						1,472
NOI			$	180,702					$	148,073					$	155,965					$	4,389					489,129
Interest and other income																											2,754
Interest expense																											(147,919)
Depreciation and amortization																											(370,377)
General, administrative and professional fees																											(33,297)
Loss on extinguishment of debt, net																											(612)
Transaction expenses and deal costs																											(7,125)
Allowance on loans receivable and investments																											66
Other																											(9,432)
Loss from unconsolidated entities																											(5,119)
Gain on real estate dispositions																											10,711
Income tax benefit																											1,662
Loss from continuing operations																											(69,559)
Net loss																											(69,559)
Net income attributable to noncontrolling interests																											1,565
Net loss attributable to common stockholders																											$	(71,124)

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VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

			For the Three Months Ended September 30, 2022
			SHOP						Outpatient Medical and Research Portfolio						Triple-Net Leased Properties						Non-Segment						Total
Revenues:
Rental income			$	—					$	200,867					$	150,115					$	—					$	350,982
Resident fees and services			668,583						—						—						—						668,583
Third party capital management revenues			—						547						—						4,003						4,550
Income from loans and investments			—						—						—						12,672						12,672
Interest and other income			—						—						—						489						489
Total revenues			$	668,583					$	201,414					$	150,115					$	17,164					$	1,037,276
Total revenues			$	668,583					$	201,414					$	150,115					$	17,164					$	1,037,276
Less:
Interest and other income			—						—						—						489						489
Property-level operating expenses			499,972						66,098						3,756						—						569,826
Third party capital management expenses			—						—						—						1,750						1,750
NOI			$	168,611					$	135,316					$	146,359					$	14,925					465,211
Interest and other income																											489
Interest expense																											(119,413)
Depreciation and amortization																											(301,481)
General, administrative and professional fees																											(35,421)
Loss on extinguishment of debt, net																											(574)
Transaction expenses and deal costs																											(4,782)
Allowance on loans receivable and investments																											63
Other																											(9,162)
Income from unconsolidated entities																											1,970
Gain on real estate dispositions																											136
Income tax benefit																											6,027
Income from continuing operations																											3,063
Net income																											3,063
Net income attributable to noncontrolling interests																											1,807
Net income attributable to common stockholders																											$	1,256

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VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

			For the Nine Months Ended September 30, 2023
			SHOP						Outpatient Medical and Research Portfolio						Triple-Net Leased Properties						Non-Segment						Total
Revenues:
Rental income			$	—					$	645,137					$	463,906					$	—					$	1,109,043
Resident fees and services			2,184,024						—						—						—						2,184,024
Third party capital management revenues			—						1,849						—						11,639						13,488
Income from loans and investments			—						—						—						21,351						21,351
Interest and other income			—						—						—						5,529						5,529
Total revenues			$	2,184,024					$	646,986					$	463,906					$	38,519					$	3,333,435
Total revenues			$	2,184,024					$	646,986					$	463,906					$	38,519					$	3,333,435
Less:
Interest and other income			—						—						—						5,529						5,529
Property-level operating expenses			1,658,047						217,999						11,180						—						1,887,226
Third party capital management expenses			—						—						—						4,614						4,614
NOI			$	525,977					$	428,987					$	452,726					$	28,376					1,436,066
Interest and other income																											5,529
Interest expense																											(419,259)
Depreciation and amortization																											(957,185)
General, administrative and professional fees																											(112,494)
Gain on extinguishment of debt, net																											6,189
Transaction expenses and deal costs																											(11,580)
Allowance on loans receivable and investments																											20,195
Gain on foreclosure of real estate																											29,127
Other																											765
Income from unconsolidated entities																											20,512
Gain on real estate dispositions																											22,317
Income tax benefit																											14,237
Income from continuing operations																											54,419
Net income																											54,419
Net income attributable to noncontrolling interests																											4,573
Net income attributable to common stockholders																											$	49,846

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VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

			For the Nine Months Ended September 30, 2022
			SHOP						Outpatient Medical and Research Portfolio						Triple-Net Leased Properties						Non-Segment						Total
Revenues:
Rental income			$	—					$	600,648					$	451,073					$	—					$	1,051,721
Resident fees and services			1,977,760						—						—						—						1,977,760
Third party capital management revenues			—						1,834						—						10,991						12,825
Income from loans and investments			—						—						—						33,271						33,271
Interest and other income			—						—						—						2,191						2,191
Total revenues			$	1,977,760					$	602,482					$	451,073					$	46,453					$	3,077,768
Total revenues			$	1,977,760					$	602,482					$	451,073					$	46,453					$	3,077,768
Less:
Interest and other income			—						—						—						2,191						2,191
Property-level operating expenses			1,482,948						192,609						11,349						—						1,686,906
Third party capital management expenses			—						—						—						4,473						4,473
NOI			$	494,812					$	409,873					$	439,724					$	39,789					1,384,198
Interest and other income																											2,191
Interest expense																											(344,158)
Depreciation and amortization																											(873,620)
General, administrative and professional fees																											(111,334)
Loss on extinguishment of debt, net																											(581)
Transaction expenses and deal costs																											(37,852)
Allowance on loans receivable and investments																											179
Other																											(30,088)
Loss from unconsolidated entities																											(3,346)
Gain on real estate dispositions																											2,557
Income tax benefit																											14,307
Income from continuing operations																											2,453
Net income																											2,453
Net income attributable to noncontrolling interests																											4,881
Net loss attributable to common stockholders																											$	(2,428)

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 September 30,												For the Nine Months Ended September 30,
			2023						2022						2023						2022
Capital Expenditures:
SHOP			$	99,115					$	114,453					$	254,795					$	313,396
Outpatient medical and research portfolio			62,455						44,150						143,073						403,976
Triple-net leased properties			1,006						1,268						6,765						3,676
Total capital expenditures			$	162,576					$	159,871					$	404,633					$	721,048

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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 September 30,												For the Nine Months Ended September 30,
			2023						2022						2023						2022
Revenues:
United States			$	1,025,544					$	918,106					$	2,967,419					$	2,719,097
Canada			116,926						112,550						344,372						337,503
United Kingdom			7,362						6,620						21,644						21,168
Total revenues			$	1,149,832					$	1,037,276					$	3,333,435					$	3,077,768

			As of September 30, 2023						As of December 31, 2022
Net Real Estate Property:
United States			$	19,110,447					$	18,168,224
Canada			2,775,041						2,782,350
United Kingdom			203,293						209,876
Total net real estate property			$	22,088,781					$	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 and extended consequences of the COVID-19 pandemic and other viruses and infections, such as flu and respiratory syncytial virus, 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 could be recouped; (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 supported our cash-pay non-recourse mezzanine loan to Santerre Health Investors; (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 the closure of facilities or communities; (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, geopolitical conditions, 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

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loss that we 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 risk of potential dilution resulting from future sales or issuances of our equity securities; and (z) 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 September 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 third-party managers, in which case they are included in our SHOP reportable business segment.

As of September 30, 2023, we leased a total of 335 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 September 30, 2023.

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As of September 30, 2023, pursuant to long-term management agreements, we engaged 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 594 senior housing communities in our SHOP reportable business segment.

As of September 30, 2023, we owned or had investments in 461 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 nine months ended September 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 nine months ended September 30, 2023, we sold seven senior housing communities (four of which were vacant), five outpatient medical buildings, two research center, nine triple-net leased properties (two of which were vacant) and a land parcel for aggregate consideration of $167.3 million and recognized a net gain on the sale of these assets of $22.3 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, during the nine months ended September 30, 2023, we reversed the $20.0 million allowance recognized as of December 31, 2022 and recognized a gain on foreclosure of real estate of $29.1 million in our Consolidated Statements of Income. 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 September 30, 2023, we had over $3.1 billion in liquidity, including availability under our revolving credit facility and cash and cash equivalents on hand, with no 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 June 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 the nine months ended September 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.

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.

In August 2023, we repaid the remaining balance of the CHC Mortgage Loan of $360.2 million at which time the CHC Mortgage Loan was no longer outstanding.

•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

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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 September 30, 2023, we had $862.5 million aggregate principal amount of the Exchangeable Notes outstanding.

•On September 6, 2023, Ventas Realty entered into a $200.0 million unsecured term loan priced at SOFR plus 0.95%, which is subject to adjustment based on Ventas Realty’s debt ratings. This term loan matures in February 2027. The term loan is fully and unconditionally guaranteed by Ventas, Inc.

•During the nine months ended September 30, 2023, we sold 2.3 million shares of our common stock under our ATM program for gross proceeds of $110.4 million, representing an average price of $47.89 per share. As of September 30, 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. In October 2023, we purchased a $32.0 million tranche of this Company indebtedness at a discounted price, reducing the net effective interest rate of the mortgage loan to 5.60% and the net amount of the mortgage loan to $394.8 million.

Other Items

•As of September 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 nine months ended September 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 nine months ended September 30, 2023, we recognized $14.5 million of other income (which offsets other expense in our Consolidated Statements of Income) relating to insurance reimbursements received for damage caused by materially disruptive events, primarily winter storm Elliott.

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Concentration Risk

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

The following tables reflect our concentration risk as of the dates and for the periods presented:

			As of September 30, 2023						As of December 31, 2022
Investment mix by asset type (1):
Senior housing communities			65.6		%				66.3		%
Outpatient medical			19.7						18.0
Research centers			6.6						6.9
Health systems			4.7						4.9
Inpatient rehabilitation facilities (“IRFs”) and long-term acute care    facilities (“LTACs”)			1.6						1.5
Skilled nursing facilities (“SNFs”)			1.7						0.6
Secured loans receivable and investments, net			0.1						1.8
Total			100.0		%				100.0		%
Investment mix by tenant, operator and manager (1):
Atria (2)			23.6		%				26.0		%
Sunrise			9.3						9.8
Lillibridge			9.4						9.3
Brookdale Senior Living			7.6						7.8
Le Groupe Maurice			7.0						7.0
Wexford			6.3						6.6
Ardent			5.1						5.3
Kindred			0.8						0.8
All other			30.9						27.4
Total			100.0		%				100.0		%

______________________________

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

(2)Includes assets managed by Holiday.

35

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			For the Three Months Ended September 30,												For the Nine Months Ended September 30,
			2023						2022						2023						2022
Operations mix by tenant and operator and business model:
Revenues (1):
SHOP			65.7		%				64.5		%				65.6		%				64.3		%
Brookdale Senior Living (2)			3.3						3.6						3.4						3.6
Kindred			2.9						3.3						3.0						3.3
Ardent			2.9						3.1						3.0						3.2
All others			25.2						25.5						25.0						25.6
Total			100.0		%				100.0		%				100.0		%				100.0		%
Net operating income (“NOI”):
SHOP			36.9		%				36.2		%				36.6		%				35.7		%
Brookdale Senior Living (2)			7.6						8.0						7.8						8.1
Kindred			6.8						7.4						6.8						7.3
Ardent			6.8						7.0						6.9						7.0
All others			41.9						41.4						41.9						41.9
Total			100.0		%				100.0		%				100.0		%				100.0		%
Operations mix by geographic location (3):
California			13.4		%				14.3		%				13.8		%				14.4		%
New York			7.4						7.5						7.5						7.5
Texas			6.4						6.7						6.5						6.6
Pennsylvania			5.2						5.3						5.2						5.2
Illinois			4.6						4.2						4.4						4.4
All others			63.0						62.0						62.6						61.9
Total			100.0		%				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 nine months ended September 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.

36

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Critical Accounting Policies and Estimates

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

Our 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 September 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 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.

37

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Three Months Ended September 30, 2023 and 2022

The table below shows our results of operations for the three months ended September 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 September 30,												Increase (Decrease) to Net Income
			2023						2022						$						%
NOI:
SHOP			$	180,702					$	168,611					$	12,091					7.2		%
Outpatient medical and research portfolio			148,073						135,316						12,757						9.4
Triple-net leased properties			155,965						146,359						9,606						6.6
Non-segment			4,389						14,925						(10,536)						(70.6)
Total NOI			489,129						465,211						23,918						5.1
Interest and other income			2,754						489						2,265						nm
Interest expense			(147,919)						(119,413)						(28,506)						(23.9)
Depreciation and amortization			(370,377)						(301,481)						(68,896)						(22.9)
General, administrative and professional fees			(33,297)						(35,421)						2,124						6.0
Loss on extinguishment of debt, net			(612)						(574)						(38)						(6.6)
Transaction expenses and deal costs			(7,125)						(4,782)						(2,343)						(49.0)
Allowance on loans receivable and investments			66						63						3						4.8
Other			(9,432)						(9,162)						(270)						(2.9)
Loss before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests			(76,813)						(5,070)						(71,743)						nm
(Loss) income from unconsolidated entities			(5,119)						1,970						(7,089)						nm
Gain on real estate dispositions			10,711						136						10,575						nm
Income tax benefit			1,662						6,027						(4,365)						(72.4)
(Loss) income from continuing operations			(69,559)						3,063						(72,622)						nm
Net (loss) income			(69,559)						3,063						(72,622)						nm
Net income attributable to noncontrolling interests			1,565						1,807						242						13.4
Net (loss) income attributable to common stockholders			$	(71,124)					$	1,256					$	(72,380)					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 September 30, 2023 (dollars in thousands):

			For the Three Months Ended September 30,												Increase (Decrease) to NOI
			2023						2022						$						%
NOI—SHOP:
Resident fees and services			$	754,417					$	668,583					$	85,834					12.8		%
Less: Property-level operating expenses			(573,715)						(499,972)						(73,743)						(14.7)
NOI			$	180,702					$	168,611					$	12,091					7.2

38

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			Number of Properties at September 30,												Average Unit Occupancy for the Three Months Ended September 30,												Average Monthly Revenue Per Occupied Room for the Three Months Ended September 30,
			2023						2022						2023						2022						2023						2022
Total communities			583						549						81.6		%				81.3		%				$	4,715					$	4,399

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 September 30, 2023 compared to the same period in 2022 was driven by positive trends in revenue per occupied room and occupancy in 2023, properties acquired in connection with our equitization of the Santerre Mezzanine Loan and communities that transitioned business model from our triple net lease properties. The NOI increase is partially offset by moderating operating expense growth in 2023, driven by macro inflationary impacts on labor in 2023 and HHS grants received in 2022, which are reflected as a reduction in property-level operating expenses. During the three months ended September 30, 2023 and 2022, HHS grants received reduced property-level operating expenses by zero and $20.2 million, respectively.

The following table compares results of operations for our 465 same-store SHOP communities (dollars in thousands). See “Non-GAAP Financial Measures—NOI” included elsewhere in this Quarterly Report on Form 10-Q for additional disclosure regarding same-store NOI for each of our reportable business segments.

			For the Three Months Ended September 30,												Increase (Decrease) to NOI
			2023						2022						$						%
Same-Store NOI—SHOP:
Resident fees and services			$	635,402					$	590,780					$	44,622					7.6		%
Less: Property-level operating expenses			(476,199)						(437,023)						(39,176)						(9.0)
NOI			$	159,203					$	153,757					$	5,446					3.5

			Number of Properties at September 30,												Average Unit Occupancy for the Three Months Ended September 30,												Average Monthly Revenue Per Occupied Room for the Three Months Ended September 30,
			2023						2022						2023						2022						2023						2022
Same-store communities			465						465						83.6		%				82.5		%				$	4,763					$	4,485

The NOI increase in our same-store SHOP reportable business segment for the three months ended September 30, 2023 compared to the same period in 2022 was driven by positive trends in revenue per occupied room and occupancy in 2023, partially offset by moderating operating expense growth in 2023, driven by macro inflationary impacts on labor in 2023 and HHS grants received in 2022, which are reflected as a reduction in property-level operating expenses. During the three months ended September 30, 2023 and 2022, HHS grants received reduced property-level operating expenses by zero and $19.0 million, respectively.

39

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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 September 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 September 30,												Increase (Decrease) to NOI
			2023						2022						$						%
NOI—Outpatient Medical and Research Portfolio:
Rental income			$	226,326					$	200,867					$	25,459					12.7		%
Third party capital management revenues			662						547						115						21.0
Total revenues			226,988						201,414						25,574						12.7
Less:
Property-level operating expenses			(78,915)						(66,098)						(12,817)						(19.4)
NOI			$	148,073					$	135,316					$	12,757					9.4

			Number of Properties at September 30,												Occupancy at September 30,												Annualized Average Rent Per Occupied Square Foot for the Three Months Ended September 30,
			2023						2022						2023						2022						2023						2022
Total outpatient medical and research portfolio			442						361						87.6		%				89.7		%				$	37					$	36

The NOI increase in outpatient medical and research portfolio reportable business segment for the three months ended September 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, partially offset by dispositions.

The following table compares results of operations for our 344 same-store outpatient medical and research portfolio (dollars in thousands):

			For the Three Months Ended September 30,												Increase (Decrease) to NOI
			2023						2022						$						%
Same-Store NOI—Outpatient Medical and Research Portfolio:
Rental income			$	198,448					$	190,044					$	8,404					4.4		%
Less: Property-level operating expenses			(65,481)						(60,460)						(5,021)						(8.3)
NOI			$	132,967					$	129,584					$	3,383					2.6

			Number of Properties at September 30,												Occupancy at September 30,												Annualized Average Rent Per Occupied Square Foot for the Three Months Ended September 30,
			2023						2022						2023						2022						2023						2022
Same-store outpatient medical and research portfolio			344						344						91.6		%				92.0		%				$	38					$	36

The NOI increase in our same-store outpatient medical and research portfolio reportable business segment for the three months ended September 30, 2023 compared to the same period in 2022 was primarily driven by leasing activity, high tenant retention and improved parking revenues, partially offset by higher operating expense.

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NOI—Triple-Net Leased Properties

The following table summarizes results of operations in our 335 triple-net leased properties reportable business segment, including assets sold or classified as held for sale as of September 30, 2023 (dollars in thousands):

			For the Three Months Ended September 30,												Increase (Decrease) to NOI
			2023						2022						$						%
NOI—Triple-Net Leased Properties:
Rental income			$	159,812					$	150,115					$	9,697					6.5		%
Less: Property-level operating expenses			(3,847)						(3,756)						(91)						(2.4)
NOI			$	155,965					$	146,359					$	9,606					6.6

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 September 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, partially offset by rental income from communities that transitioned business model to our senior housing operating portfolio and dispositions.

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 second quarter of 2023 and 2022 related to the triple-net leased properties we owned at September 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 September 30, 2023						Average Occupancy for the Three Months Ended June 30, 2023									Number of Properties Owned at September 30, 2022						Average Occupancy for the Three Months Ended June 30, 2022
Senior housing communities			227						77.1%									260						76.3%
SNFs			16						83.0									16						83.1
IRFs and LTACs			36						54.1									36						55.4

The following table compares results of operations for our 294 same-store triple-net leased properties (dollars in thousands):

			For the Three Months Ended September 30,												Increase (Decrease) to NOI
			2023						2022						$						%
Same-Store NOI—Triple-Net Leased Properties:
Rental income			$	145,110					$	143,133					$	1,977					1.4		%
Less: Property-level operating expenses			(3,599)						(3,284)						(315)						(9.6)
NOI			$	141,511					$	139,849					$	1,662					1.2

The NOI increase in our same-store triple-net leased portfolio for the three months ended September 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 $10.5 million decrease in non-segment NOI for the three months ended September 30, 2023 compared to the same period in 2022 was primarily due to a $11.5 million decrease in interest income from loans receivable and investments driven by a $10.7 million decrease due to the conversion of the outstanding principal amount of the Santerre Mezzanine Loan to equity in May 2023.

Company Results

Interest and Other Income

The $2.3 million increase in interest and other income for the three months ended September 30, 2023 compared to the same period in 2022 was primarily due to interest income earned on cash on deposit in money market funds holding short-term U.S. Treasuries.

Interest Expense

The $28.5 million increase in interest expense, net of capitalized interest, for the three months ended September 30, 2023 compared to the same period in 2022 was primarily due to an increase of $19.1 million due to higher effective interest rate and an increase of $11.3 million due to higher debt balances. Our weighted average debt outstanding was $13.5 billion and $12.4 billion for the three months ended September 30, 2023 and 2022, respectively. Our weighted average effective interest rate was 4.33% and 3.72% for the three months ended September 30, 2023 and 2022, respectively. Capitalized interest was $3.9 million and $2.0 million for the three months ended September 30, 2023 and 2022, respectively.

Depreciation and Amortization

The $68.9 million increase in depreciation and amortization expense for the three months ended September 30, 2023 compared to the same period in 2022 was primarily due to a $47.4 million increase in impairments recognized in the third quarter of 2023 primarily related to properties that were classified as held for sale or sold and a $26.9 million increase in depreciation and amortization related to the properties that secured the Santerre Mezzanine Loan received on May 1, 2023.

    

General, Administrative and Professional Fees

General, administrative and professional fees for the three months ended September 30, 2023 compared to the same period in 2022 was relatively flat.

Loss on Extinguishment of Debt, Net

Loss on extinguishment of debt, net for the three months ended September 30, 2023 compared to the same period in 2022 was relatively flat.

Transaction Expenses and Deal Costs

The $2.3 million increase in transaction expenses and deal costs for the three months ended September 30, 2023 compared to the same period in 2022 was primarily due to higher costs in 2023 related to deal costs and integration costs for the properties received in connection with our equitization of the Santerre Mezzanine Loan.

Allowance on Loans Receivable and Investments

Allowance on loans receivable and investments for the three months ended September 30, 2023 compared to the same period in 2022 was relatively flat.

42

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Other

The $0.3 million change in other expense for the three months ended September 30, 2023 compared to the same period in 2022 was primarily due to an increase of $4.1 million in unrealized loss on stock warrants received in connection with the Brookdale Senior Living lease modification in the third quarter of 2020. For the three months ended September 30, 2023 and 2022, we recognized unrealized losses of $5.5 million and $1.4 million, respectively. As of September 30, 2023, the fair value of the stock warrants was $34.9 million, which was $6.8 million higher than the value at the grant date. The $4.1 million increase in unrealized loss on stock warrants was partially offset by an increase of $3.8 million of other income relating to insurance reimbursements received during the three months ended September 30, 2023, net of expenses, for damage caused by materially disruptive events, primarily winter storm Elliott.

(Loss) Income from Unconsolidated Entities

The $7.1 million change in loss from unconsolidated entities for the three months ended September 30, 2023 compared to the same period in 2022 was primarily due to our share of higher net loss from the Research & Innovation Development Joint Venture due to lower capitalized interest and higher depreciation for development assets placed in service in 2023, partially offset by higher NOI in 2023.

Gain on Real Estate Dispositions

The $10.6 million change in gain on real estate dispositions for the three months ended September 30, 2023 compared to the same period in 2022 was primarily due to dispositions of real estate during the third quarter of 2023, which resulted in the recognition of a gain on sale of $10.7 million.

Income Tax Benefit

The $1.7 million income tax benefit for the three months ended September 30, 2023 was primarily due to losses in certain of our TRS entities and a $8.0 million benefit from internal restructurings of U.S. TRS entities. The $6.0 million income tax benefit for the three months ended September 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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Nine Months Ended September 30, 2023 and 2022

The table below shows our results of operations for the nine months ended September 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 Nine Months Ended September 30,												Increase (Decrease) to Net Income
			2023						2022						$						%
NOI:
SHOP			$	525,977					$	494,812					$	31,165					6.3		%
Outpatient medical and research portfolio			428,987						409,873						19,114						4.7
Triple-net leased properties			452,726						439,724						13,002						3.0
Non-segment			28,376						39,789						(11,413)						(28.7)
Total NOI			1,436,066						1,384,198						51,868						3.7
Interest and other income			5,529						2,191						3,338						152.4
Interest expense			(419,259)						(344,158)						(75,101)						(21.8)
Depreciation and amortization			(957,185)						(873,620)						(83,565)						(9.6)
General, administrative and professional fees			(112,494)						(111,334)						(1,160)						(1.0)
Gain (loss) on extinguishment of debt, net			6,189						(581)						6,770						nm
Transaction expenses and deal costs			(11,580)						(37,852)						26,272						69.4
Allowance on loans receivable and investments			20,195						179						20,016						nm
Gain on foreclosure of real estate			29,127						—						29,127						100.0
Other			765						(30,088)						30,853						102.5
Loss before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests			(2,647)						(11,065)						8,418						76.1
Income (loss) from unconsolidated entities			20,512						(3,346)						23,858						nm
Gain on real estate dispositions			22,317						2,557						19,760						nm
Income tax benefit			14,237						14,307						(70)						(0.5)
Income from continuing operations			54,419						2,453						51,966						nm
Net income			54,419						2,453						51,966						nm
Net income attributable to noncontrolling interests			4,573						4,881						308						6.3
Net income (loss) attributable to common stockholders			$	49,846					$	(2,428)					$	52,274					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 September 30, 2023 (dollars in thousands):

			For the Nine Months Ended September 30,												Increase (Decrease) to NOI
			2023						2022						$						%
NOI—SHOP:
Resident fees and services			$	2,184,024					$	1,977,760					$	206,264					10.4		%
Less: Property-level operating expenses			(1,658,047)						(1,482,948)						(175,099)						(11.8)
NOI			$	525,977					$	494,812					$	31,165					6.3

			Number of Properties at September 30,												Average Unit Occupancy For the Nine Months Ended September 30,												Average Monthly Revenue Per Occupied Room For the Nine Months Ended September 30,
			2023						2022						2023						2022						2023						2022
Total communities			583						549						80.9		%				80.6		%				$	4,674					$	4,386

    

The NOI increase in our SHOP reportable business segment for the nine months ended September 30, 2023 compared to the same period in 2022 was primarily driven by positive trends in revenue per occupied room and occupancy, properties acquired in connection with our equitization of the Santerre Mezzanine Loan and communities that transitioned business model from our triple net lease properties. The NOI increase is 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 nine months ended September 30, 2023 and 2022, HHS grants received reduced property-level operating expenses by zero and $53.1 million, respectively.

The following table compares results of operations for our 462 same-store SHOP communities (dollars in thousands):

			For the Nine Months Ended September 30,												Increase (Decrease) to NOI
			2023						2022						$						%
Same-Store NOI—SHOP:
Resident fees and services			$	1,861,144					$	1,723,985					$	137,159					8.0		%
Less: Property-level operating expenses			(1,397,282)						(1,286,308)						(110,974)						(8.6)
NOI			$	463,862					$	437,677					$	26,185					6.0

			Number of Properties at September 30,												Average Unit Occupancy For the Nine Months Ended September 30,												Average Monthly Revenue Per Occupied Room For the Nine Months Ended September 30,
			2023						2022						2023						2022						2023						2022
Same-store communities			462						462						82.6		%				81.5		%				$	4,750					$	4,459

The NOI increase in our same-store SHOP reportable business segment for the nine months ended September 30, 2023 compared to the same period in 2022 was primarily driven by positive trends in occupancy and revenue per occupied room in 2023, 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 nine months ended September 30, 2023 and 2022, HHS grants received reduced property-level operating expenses by zero and $47.6 million, respectively.

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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 September 30, 2023 (dollars in thousands):

			For the Nine Months Ended September 30,												Increase (Decrease) to NOI
			2023						2022						$						%
NOI—Outpatient Medical and Research Portfolio:
Rental income			$	645,137					$	600,648					$	44,489					7.4		%
Third party capital management revenues			1,849						1,834						15						0.8
Total revenues			646,986						602,482						44,504						7.4
Less:
Property-level operating expenses			(217,999)						(192,609)						(25,390)						(13.2)
NOI			$	428,987					$	409,873					$	19,114					4.7

			Number of Properties at September 30,												Occupancy at September 30,												Annualized Average Rent Per Occupied Square Foot For the Nine Months Ended September 30,
			2023						2022						2023						2022						2023						2022
Total outpatient medical and research portfolio			442						361						87.6		%				89.7		%				$	37					$	36

    

The NOI increase in our outpatient medical and research portfolio reportable business segment for the nine months ended September 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, improved parking revenues and acquisitions, partially offset by dispositions.

The following table compares results of operations for our 325 same-store outpatient medical and research portfolio (dollars in thousands):

			For the Nine Months Ended September 30,												Increase (Decrease) to NOI
			2023						2022						$						%
Same-Store NOI—Outpatient Medical and Research Portfolio:
Rental income			$	574,630					$	555,665					$	18,965					3.4		%
Less: Property-level operating expenses			(189,054)						(177,661)						(11,393)						(6.4)
NOI			$	385,576					$	378,004					$	7,572					2.0

			Number of Properties at September 30,												Occupancy at September 30,												Annualized Average Rent Per Occupied Square Foot For the Nine Months Ended September 30,
			2023						2022						2023						2022						2023						2022
Same-store outpatient medical and research portfolio			325						325						91.3		%				91.7		%				$	38					$	37

    

The NOI increase in our same-store outpatient medical and research portfolio reportable business segment for the nine months ended September 30, 2023 compared to the same period in 2022 was primarily due to leasing activity, high tenant retention and improved parking income, partially offset by higher operating expense.

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NOI—Triple-Net Leased Properties

The following table summarizes results of operations in our 335 triple-net leased properties reportable business segment, including assets sold or classified as held for sale as of September 30, 2023 (dollars in thousands):

			For the Nine Months Ended September 30,												Increase to NOI
			2023						2022						$						%
NOI—Triple-Net Leased Properties:
Rental income			$	463,906					$	451,073					$	12,833					2.8		%
Less: Property-level operating expenses			(11,180)						(11,349)						169						1.5
NOI			$	452,726					$	439,724					$	13,002					3.0

The NOI increase in our triple-net leased properties for the nine months ended September 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 transitioned business model to our senior housing operating portfolio, dispositions and previously executed lease resolutions with several smaller senior housing triple-net tenants who were materially affected by COVID-19.

The following table compares results of operations for our 294 same-store triple-net leased properties (dollars in thousands):

			For the Nine Months Ended September 30,												Increase (Decrease) to NOI
			2023						2022						$						%
Same-Store NOI—Triple-Net Leased Properties:
Rental income			$	434,282					$	427,876					$	6,406					1.5		%
Less: Property-level operating expenses			(10,398)						(9,919)						(479)						(4.8)
NOI			$	423,884					$	417,957					$	5,927					1.4

The NOI increase in our same-store triple-net leased properties reportable business segment for the nine months ended September 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 $11.4 million decrease in non-segment NOI for the nine months ended September 30, 2023 compared to the same period in 2022 was primarily due to a $11.9 million decrease in interest income from loans receivable and investments driven by a $9.7 million decrease due to the conversion of the outstanding principal amount of the Santerre Mezzanine Loan to equity in May 2023 and a $4.3 million decrease due to a $43.4 million loan investment that was repaid at par in February 2023, partially offset by $1.8 million of higher income from loans receivable originated in late 2022.

Company Results

Interest and Other Income

The $3.3 million increase in interest and other income for the nine months ended September 30, 2023 compared to the same period in 2022 was primarily due to interest income earned on cash on deposit in money market funds holding short-term U.S. Treasuries.

Interest Expense

The $75.1 million increase in interest expense, net of capitalized interest, for the nine months ended September 30, 2023 compared to the same period in 2022 was primarily due to an increase of $56.0 million due to higher effective interest rate and $18.0 million due to higher debt balances. Our weighted average debt outstanding was $13.0 billion and $12.4 billion for the nine months ended September 30, 2023 and 2022, respectively. Our weighted average effective interest rate was 4.19% and

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3.58% for the nine months ended September 30, 2023 and 2022, respectively. Capitalized interest for the nine months ended September 30, 2023 and 2022 was $9.5 million and $7.2 million, respectively.

Depreciation and Amortization

The $83.6 million increase in depreciation and amortization expense for the nine months ended September 30, 2023 compared to the same period in 2022 is primarily due to a $46.2 million increase in impairments recognized in 2023 primarily related to properties that were classified as held for sale or sold and a $45.0 million increase in depreciation and amortization related to the properties that secured the Santerre Mezzanine Loan received on May 1, 2023.

General, Administrative and Professional Fees

General, administrative and professional fees for the nine months ended September 30, 2023 compared to the same period in 2022 was relatively flat.

Gain (Loss) on Extinguishment of Debt, Net

The $6.8 million change in gain (loss) on extinguishment of debt, net for the nine months ended September 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 $26.3 million decrease in transaction expenses and deal costs was primarily attributable to $20.5 million incurred in connection with stockholder relations matters in 2022 and lower costs associated with operator transitions in 2023, partially offset by integration costs for the properties received in connection with our equitization of the Santerre Mezzanine Loan.

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 nine months ended September 30, 2023. As of September 30, 2023, the Santerre Mezzanine Loan is no longer outstanding.

Gain on Foreclosure of Real Estate

The gain of $29.1 million for the nine months ended September 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 $30.9 million change in other expense was primarily due to a $22.0 million change relating to changes in fair value of stock warrants received in connection with the Brookdale Senior Living lease modification in the third quarter of 2020. For the nine months ended September 30, 2023 and 2022, we recognized an unrealized gain of $11.3 million and an unrealized loss of $10.7 million, respectively. As of September 30, 2023, the fair value of the stock warrants was $34.9 million, which was $6.8 million higher than the value at the grant date. For the nine months ended September 30, 2023, we also recognized an increase of $8.3 million of other income relating to insurance reimbursements received, net of expenses, for damage caused by materially disruptive events, primarily winter storm Elliott.

Income (Loss) from Unconsolidated Entities

The $23.9 million change in income (loss) from unconsolidated entities for the nine months ended September 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, partially offset by our share of higher net loss from the Research & Innovation Development Joint Venture due to lower capitalized interest and higher depreciation for development assets placed in service in 2023, partially offset by higher NOI in 2023.

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Gain on Real Estate Dispositions

The $19.8 million increase in gain on real estate dispositions was primarily due to a net gain of $22.3 million recognized during the nine months ended September 30, 2023 for the sale of 23 properties and a land parcel, partially offset by a net gain of $2.6 million in 2022 for the sale of a vacant land parcel and a vacant office building.

Income Tax Benefit

The $14.2 million of income tax benefit for the nine months ended September 30, 2023 was primarily due to losses in certain of our TRS entities and a $8.0 million benefit from internal restructurings of U.S. TRS entities. The $14.3 million of income tax benefit for the nine months ended September 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

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premiums incurred as a result of early retirement or payment of our debt; (c) the non-cash effect of income tax benefits or expenses, the non-cash impact of changes to our executive equity compensation plan, derivative transactions that have non-cash mark-to-market impacts on our Consolidated Statements of Income and non-cash charges related to leases; (d) the financial impact of contingent consideration; (e) gains and losses for non-operational foreign currency hedge agreements and changes in the fair value of financial instruments; (f) gains and losses on non-real estate dispositions and other items related to unconsolidated entities; (g) net expenses or recoveries related to materially disruptive events; and (h) other items set forth in the Normalized FFO reconciliation included herein.

The following table summarizes our FFO and Normalized FFO for the three and nine months ended September 30, 2023 and 2022 (dollars in thousands). Normalized FFO for the nine months ended September 30, 2023 over the same period in 2022 includes $54.2 million of HHS grants received in 2022, which reduced property-level operating expenses. Excluding HHS grants, Normalized FFO for the nine months ended September 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 September 30,												For the Nine Months Ended September 30,
			2023						2022						2023						2022
Net (loss) income attributable to common stockholders			$	(71,124)					$	1,256					$	49,846					$	(2,428)
Adjustments:
Depreciation and amortization on real estate assets			369,781						300,796						955,353						871,212
Depreciation on real estate assets related to noncontrolling interests			(4,045)						(4,315)						(12,766)						(13,099)
Depreciation on real estate assets related to unconsolidated entities			11,057						8,980						31,909						23,866
Gain on real estate dispositions			(10,711)						(136)						(22,317)						(2,557)
Gain (loss) on real estate dispositions related to noncontrolling interests			2						21						(3)						38
Gain on real estate dispositions and other related to unconsolidated entities			—						(2,388)						(180)						(2,689)
Nareit FFO attributable to common stockholders			294,960						304,214						1,001,842						874,343
Adjustments:
Change in fair value of financial instruments			6,201						415						(6,166)						8,371
Non-cash income tax benefit			(3,440)						(5,777)						(19,247)						(16,961)
Loss (gain) on extinguishment of debt, net of noncontrolling interests and including Ventas’s share attributable to unconsolidated entities			1,302						574						(5,493)						581
Gain on transactions related to unconsolidated entities			(1)						—						(33,313)						(3)
Transaction expenses and deal costs, net of noncontrolling interests and including Ventas’ share attributable to unconsolidated entities			7,375						6,551						12,855						42,866
Amortization of other intangibles including Ventas’ share attributable to unconsolidated entities			96						268						288						804
Other items related to unconsolidated entities			1,212						170						3,305						(984)
Non-cash impact of changes to equity plan			(2,194)						(2,565)						2,626						2,252
Materially disruptive events, net and including Ventas’ share attributable to unconsolidated entities			(892)						1,982						(3,608)						347
Allowance on loan investments and impairment of unconsolidated entities, net of noncontrolling interests			(64)						(61)						(20,191)						(175)
Gain on foreclosure of real estate			—						—						(29,127)						—
Normalized FFO attributable to common stockholders			$	304,555					$	305,771					$	903,771					$911,441

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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 September 30,												For the Nine Months Ended September 30,
			2023						2022						2023						2022
Net (loss) income attributable to common stockholders			$	(71,124)					$	1,256					$	49,846					$	(2,428)
Adjustments:
Interest and other income			(2,754)						(489)						(5,529)						(2,191)
Interest expense			147,919						119,413						419,259						344,158
Depreciation and amortization			370,377						301,481						957,185						873,620
General, administrative and professional fees			33,297						35,421						112,494						111,334
Loss (gain) on extinguishment of debt, net			612						574						(6,189)						581
Transaction expenses and deal costs			7,125						4,782						11,580						37,852
Allowance on loans receivable and investments			(66)						(63)						(20,195)						(179)
Gain on foreclosure of real estate			—						—						(29,127)						—
Other			9,432						9,162						(765)						30,088
Net income attributable to noncontrolling interests			1,565						1,807						4,573						4,881
Loss (income) from unconsolidated entities			5,119						(1,970)						(20,512)						3,346
Income tax benefit			(1,662)						(6,027)						(14,237)						(14,307)
Gain on real estate dispositions			(10,711)						(136)						(22,317)						(2,557)
NOI			$	489,129					$	465,211					$	1,436,066					$	1,384,198

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 nine months ended September 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 September 30, 2023, we had $2.7 billion of undrawn capacity on our unsecured revolving credit facility with $31.7 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 September 30, 2023, our $100.0 million uncommitted line for standby letters of credit had an outstanding balance of $15.0 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 September 30, 2023, we had no borrowings outstanding under our commercial paper program.

Ventas Realty has a $500.0 million unsecured term loan priced at Term SOFR plus 0.95%, which is subject to adjustment based on Ventas Realty’s debt ratings. This term loan is fully and unconditionally guaranteed by Ventas, Inc. It matures in June 2027 and includes an accordion feature that permits Ventas Realty to increase the aggregate borrowings

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thereunder to up to $1.25 billion, subject to the satisfaction of certain conditions, including the receipt of additional commitments for such increase.

On September 6, 2023, Ventas Realty entered into a $200.0 million unsecured term loan priced at SOFR plus 0.95%, which is subject to adjustment based on Ventas Realty’s debt ratings. This term loan is fully and unconditionally guaranteed by Ventas, Inc. It matures in February 2027 and includes an accordion feature that permits Ventas Realty to increase the aggregate borrowings thereunder to up to $500.0 million, subject to the satisfaction of certain conditions, including the receipt of additional commitments for such increase.

As of September 30, 2023, Ventas Canada Finance Limited, Ventas SSL Ontario II, Inc. and Ventas SSL Ontario III, Inc., as borrowers, had a C$500.0 million unsecured term loan facility priced at Canadian Dollar Offered Rate (“CDOR”) plus 0.90% that matures in January 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 September 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 the nine months ended September 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.

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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.

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.

In August 2023, we repaid the remaining balance of the CHC Mortgage Loan of $360.2 million at which time the CHC Mortgage Loan was no longer outstanding.

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. In October 2023, we purchased a $32.0 million tranche of this Company indebtedness at a discounted price, reducing the net effective interest rate of the mortgage loan to 5.60% and the net amount of the mortgage loan to $394.8 million.

Equity Offerings

From time to time, we may sell our common stock under an “at-the-market” equity offering program (“ATM program”). During the three months ended September 30, 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. During the nine months ended September 30, 2023, we sold 2.3 million shares of our common stock under our ATM program for gross proceeds of $110.4 million, representing an average price of $47.89 per share. As of September 30, 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 June 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 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.

Dividends

During the nine months ended September 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.

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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 nine months ended September 30, 2023 and 2022 (dollars in thousands):

			For the Nine Months Ended September 30,												(Decrease) Increase to Cash
			2023						2022						$						%
Cash, cash equivalents and restricted cash at beginning of period			$	170,745					$	196,597					$	(25,852)					(13.1)%
Net cash provided by operating activities			840,789						852,910						(12,121)						(1.4)
Net cash used in investing activities			(141,388)						(725,321)						583,933						80.5
Net cash used in financing activities			(378,294)						(124,956)						(253,338)						(202.7)
Effect of foreign currency translation			(106)						(3,592)						3,486						97.0
Cash, cash equivalents and restricted cash at end of period			$	491,746					$	195,638					$	296,108					151.4

______________________________

nm - not meaningful

Cash Flows from Operating Activities

    

Cash flows from operating activities decreased $12.1 million during the nine months ended September 30, 2023 compared to the same period in 2022 primarily due to higher interest expense and no HHS grants received in 2023, partially offset by higher property NOI in 2023, and higher transaction expenses and deal costs in 2022 in connection with stockholder relations matters.

Cash Flows from Investing Activities    

Net cash used in investing activities decreased $583.9 million during the nine months ended September 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 $253.3 million during the nine months ended September 30, 2023 compared to the same period in 2022 primarily due to higher debt repayments and higher repayments under our commercial paper program in 2023, partially offset by higher proceeds from debt.

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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 September 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 September 30, 2023, we had $16.2 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, our $500.0 million unsecured term loan, our $200.0 million unsecured term loan 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 September 30, 2023 and December 31, 2022 and for the nine months ended September 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 September 30, 2023
			Guarantor						Issuer
Assets
Investment in and advances to affiliates			$	17,690,399					$	3,049,374
Total assets			17,969,810						3,157,705
Liabilities and equity
Intercompany loans			12,371,993						(4,326,477)
Total liabilities			12,590,369						4,411,161
Redeemable OP unitholder and noncontrolling interests			112,184						—
Total equity (deficit)			5,267,257						(1,253,456)
Total liabilities and equity			17,969,810						3,157,705

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

Statement of Income Information

			For the Nine Months Ended September 30, 2023
			Guarantor						Issuer
Equity earnings in affiliates			$	117,163					$	—
Total revenues			119,919						108,469
Income (loss) before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests			51,998						(156,955)
Net income (loss)			49,848						(156,955)
Net income (loss) attributable to common stockholders			49,848						(156,955)

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

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 September 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 $51.2 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 September 30, 2023						As of December 31, 2022
Gross book value			$	12,384,003					$	10,863,436
Fair value			11,408,431						10,010,935
Fair value reflecting change in interest rates:
-100 basis points			11,851,609						10,449,991
+100 basis points			10,997,306						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 September 30, 2023						As of December 31, 2022						As of September 30, 2022
Balance:
Fixed rate:
Senior notes/Exchangeable senior notes			$	9,273,091					$	8,627,540					$	8,599,445
Unsecured term loans			400,000						200,000						200,000
Mortgage loans and other			2,710,912						2,035,896						2,071,387
Subtotal fixed rate			12,384,003						10,863,436						10,870,832
Variable rate:
Unsecured revolving credit facility			31,677						25,230						31,057
Unsecured term loans			668,270						669,031						661,637
Commercial paper notes			—						403,000						377,400
Mortgage loans and other			395,412						400,547						335,604
Subtotal variable rate			1,095,359						1,497,808						1,405,698
Total			$	13,479,362					$	12,361,244					$	12,276,530
Percentage of total debt:
Fixed rate:
Senior notes/Exchangeable senior notes			68.8		%				69.8		%				70.0		%
Unsecured term loans			3.0						1.6						1.6
Mortgage loans and other			20.1						16.5						16.9
Variable rate:
Unsecured revolving credit facility			0.2						0.2						0.3
Unsecured term loans			5.0						5.4						5.4
Commercial paper notes			—						3.3						3.1
Mortgage loans and other			2.9						3.2						2.7
Total			100.0		%				100.0		%				100.0		%
Weighted average interest rate at end of period:
Fixed rate:
Senior notes/Exchangeable senior notes			3.8		%				3.7		%				3.7		%
Unsecured term loans			4.7						3.6						3.6
Mortgage loans and other			4.2						3.7						3.7
Variable rate:
Unsecured revolving credit facility			6.1						4.5						3.5
Unsecured term loans			6.3						5.5						4.2
Commercial paper notes			—						4.7						3.4
Mortgage loans and other			6.0						5.1						3.9
Total			4.1						3.9						3.7

The variable rate debt in the table above reflects, in part, the effect of $143.7 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 $537.2 million and C$561.3 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 June 2027, replacing a $200.0 million notional swap that matured in January 2023. The swap instruments are designated as cash flow hedges.

The decrease in our outstanding variable rate debt at September 30, 2023 compared to December 31, 2022 is primarily attributable to pay downs on our commercial paper.

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The increase in our outstanding fixed rate debt at September 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, the issuance of 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, 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 September 30, 2023 of $1.1 billion, interest expense on an annualized basis would increase by approximately $11.0 million, or $0.03 per diluted common share.

As of September 30, 2023 and December 31, 2022, our joint venture partners’ aggregate share of total consolidated debt was $295.7 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 $564.5 million and $454.4 million as of September 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 nine months ended September 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 nine months ended September 30, 2023 would decrease or increase as applicable, by $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 September 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 September 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 third 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 third 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 September 30, 2023.

			Number of Shares Repurchased (1)						Average Price Per Share						Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs						Maximum Number (or Approximate Dollar Value) of Shares that May Yet be Purchased Under the Plans or Programs
July 1 through July 31			58						$	47.27					—						—
August 1 through August 31			—						—						—						—
September 1 through September 30			—						—						—						—
Total			58						$	47.27					—						—

______________________________

(1)Repurchases represent shares withheld to pay taxes on the vesting of restricted stock and restricted stock units (including time-based and performance-based awards) granted to employees. 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
10.1						Credit and Guaranty Agreement, dated as of September 6, 2023, among Ventas Realty, Limited Partnership, a Delaware limited partnership, as borrower, Ventas, Inc., a Delaware corporation, as guarantor, the lending institutions party thereto from time to time, and Bank of America, N.A., as Administrative Agent, incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on September 12, 2023.
22						List of Guarantors and Issuers of Guaranteed Securities.
31.1						Certification of Debra A. Cafaro, Chairman and Chief Executive Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
31.2						Certification of Robert F. Probst, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
32.1						Certification of Debra A. Cafaro, Chairman and Chief Executive Officer, pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. § 1350.
32.2						Certification of Robert F. Probst, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. § 1350.
101						The following materials from the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 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.
104						Cover Page Interactive Data File (formatted as inline XBRL).

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SIGNATURES

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

Date: November 3, 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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