Each ofIn our triple-net leased properties segment, we invest in and own senior housing and healthcare properties throughout the United States and the United Kingdom and lease those properties to healthcare operating companies under triple-net or absolute-net leases with Brookdale Senior Living, Ardent and Kindred is a triple-net lease that obligatesobligate the tenanttenants 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.

Each of our leases with Brookdale Senior Living, Ardent and Kindred is a triple-net lease. In addition, each of our Brookdale Senior Living, Ardent and Kindred leases has a corporate guaranty.

As of December 31, 2018,2021, we leased 129121 consolidated properties (excluding twoeight properties managed by Brookdale Senior Living pursuant to a long-term management agreementagreements and included in the senior living operations reportable business segment) to Brookdale Senior Living.

Pursuant to ourIn July 2020, we entered into a revised master lease agreement (the “Brookdale Lease”) and certain other agreements (together with the Brookdale Lease, the “Agreements”) with Brookdale Senior Living.

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

As of December 31, 2018,2021, the aggregate 20192022 contractual cash rent due to us from Brookdale Senior Living including a reduction for an annual rent credit equal to $8.0 million, was approximately $179.2$105.9 million, and the current aggregate contractual base rent (computed in accordance with U.S. generally accepted accounting principles (“GAAP”)) due to us from Brookdale Senior LivingGAAP) was approximately $179.5$148.0 million.) See “NOTE 3—CONCENTRATION OF CREDIT RISK” and “NOTE 14—COMMITMENTS AND CONTINGENCIES” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.

As of December 31, 2018,2021, we leased 1011 properties (excluding one MOB leased to Ardent under a separate lease) to Ardent pursuant to a single, triple-net master lease agreement. Per our master lease agreement, Ardent is obligated to pay base rent, which escalates annually by the lesser of four times the increase in the consumer price indexConsumer Price Index (“CPI”) for the relevant period and 2.5%. The initial term of the master lease expires on August 31, 2035 and Ardent has one ten-year renewal option.

As of December 31, 2018,2021, the aggregate 20192022 contractual cash rent due to us from Ardent was approximately $117.7$127.1 million, and the current aggregate contractual base rent (computed in accordance with GAAP) due to us from Ardent was approximately $130.8 million.

We also approximately $117.7 million. 

As of December 31, 2018,2021, we leased 29 propertiesLTACs to Kindred pursuant to a master lease agreement. In November 2016, Kindred extendedThe lease term for six of the LTACs ends in 2023 and the lease term for the remaining LTACs ends in 2025. Kindred may extend the lease term for each pool of LTACs for an additional term of 5 years by delivering a renewal notice to 2025 for allthe Company 12 to 18 months prior to the applicable expiration. We cannot assure you that Kindred will exercise its renewal option on either pool of LTACs. See “Risk Factors—Our Business Operations and Strategy Risk—If we need to replace any of our LTACs operated by Kindred that were scheduledtenants or managers, we may be unable to maturedo so on as favorable terms, if at all, and we could be subject to delays, limitations and expenses, which could adversely affect our business, financial condition and results of operations.” included in 2018 and 2020, at the current rent level.Part I, Item 1A of this Annual Report.

The aggregate annual rent we receive under each Kindred master lease is referred to as “base rent.” Base rent escalates annually at a specified rate over the prior period base rent, contingent, in some cases, upon the satisfaction of specified facility revenue parameters. The annual rent escalator under the Kindred master lease for 25 properties is based on year-over-year changes in CPI, subject to a floor and cap, and is 2.7% for four properties. As of December 31, 2018,2021, the aggregate 20192022 contractual cash rent due to us from Kindred was approximately $125.6$130.3 million, and the current aggregate contractual base rent (computed in accordance with GAAP) due to us from Kindred was approximately $127.9$132.2 million. 

As of December 31, 2018,2021, Atria Sunrise and ESL,Sunrise, collectively, provided comprehensive property management and accounting services with respect to 334 consolidated seniors256 of the senior housing communities pursuant to long-term management agreements with us.in our senior living operations segment. Under these management agreements, the operators receive annual base management fees ranging from 4.5% to 7% of revenues generated by the applicable properties and, in some cases, additional management fees based on the achievement of specified performance targets. Our management agreements with Atria and ESL have initial terms expiring between 20232024 and 2027,2041, and our management agreements with Sunrise have terms expiring between 2030 and 2038. In some cases, our management agreements include renewal provisions. See “NOTE 3—CONCENTRATION OF CREDIT RISK”

On July 30, 2021, Atria, which at the time managed a pool of 165 communities for Ventas, acquired the management services division of Holiday Retirement, which at the time managed a pool of 26 communities for Ventas. Following such transaction, Atria and Holiday each continued to manage their respective pools of communities under their own distinct management contracts with Ventas. On September 21, 2021, Ventas consummated the acquisition of New Senior Investment Group Inc., whose portfolio included 21 Atria-managed communities and 65 Holiday-managed communities. As of December 31, 2021, Atria managed a pool of 162 communities and Holiday managed a pool of 91 communities for Ventas under their own distinct management contracts. Ventas has the ongoing right to terminate the management contract for 91 of the NotesHoliday-managed communities with short term notice. As disclosed and presented herein, (a) references to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.

Because Atria Sunrise and ESLSunrise manage our properties in exchange for the receipt of a management fee from us, we are not directly exposed to the credit risk of our managers in the same manner or to the same extent as our triple-net tenants. However, we rely on our managers’ personnel, expertise, technical resources and information systems, proprietary information, good faith and judgment to manage our senior living operations efficiently and effectively. We also rely on our managers to set appropriate resident fees and otherwise operate our seniors housing communities in compliance with the terms of our management agreements and all applicable laws and regulations. Although we have various rights as the property owner under our management agreements, including various rights to terminate and exercise remedies under those agreements as provided therein, Atria’s, Sunrise’s or ESL’s failure, inability or unwillingness to satisfy its respective obligations under those agreements, to efficiently and effectively manage our properties or to provide timely and accurate accounting information with respect thereto could have a Material Adverse Effect on us. In addition, significant changes in Atria’s, Sunrise’s or ESL’s senior management or equity ownership or any adverse developments in their businesses or financial condition could have a Material Adverse Effect on us. See “Risk Factors—Risks Arising from Our Business—The properties managed by Atria, SunriseBusiness Operations and ESL account for aStrategy Risk—A significant portion of our revenues and operating income; adverse developments in Atria’s, Sunrise’s or ESL’s businessincome is dependent on a limited number of tenants and affairs or financial condition could have a Material Adverse Effect on usmanagers, including Brookdale Senior Living, Ardent, Kindred, Atria and Sunrise.” and “—We have rights to terminate our management agreements with Atria, Sunrise and ESL in whole or with respect to specific properties under certain circumstances, and we may be unable to replace Atria, Sunrise or ESL if our management agreements are terminated or not renewed” included in Part I, Item 1A of this Annual Report on Form 10-K.Report.

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

Ventas has a long-standing commitment to DE&I. We have established a DE&I framework centered around key pillars of people, culture and celebration, investment and financial, and changing our society and improving our communities. To develop action plans for each focus area of our DE&I framework, we have established a diverse, multi-disciplinary DE&I Committee with representation across job function, level and geography. Divided into subcommittees representing each area of the framework, team members are tasked with mobilizing a strategic and coordinated effort to create positive change across our employeescompany. Development and execution of the DE&I framework is a core component of our short-term incentive compensation program. Since 2020, we have also incorporated metrics focused on advancing our DE&I goals into our long-term equity incentive compensation programs to further drive progress and accountability. As of December 31, 2021, our workforce is 53% male and 47% female, and our Board of Directors is 36% female.

Ventas recognizes that responsible and sustainable practices are positive.essential to delivering superior long-term results. Our integrated approach to Environment, Social and Governance (“ESG”) principles animates our actions, decisions and processes. In 2019, we completed an in-depth ESG prioritization (a “materiality assessment”) using the Global Reporting Initiative (GRI) framework, from which we organized the eight key topics identified into three strategic pillars: People, Performance, and Planet. This approach integrates ESG principles throughout our business, ensures focus and reporting on the most relevant issues and motivates our daily efforts. Ventas has set measurable and ambitious goals related to each of our key ESG topics, including targets to reduce greenhouse gas emissions, energy, water and waste.

We maintain or require in our lease, management and other agreements that our tenants, operators and managers or other counterparties maintain all applicable lines ofcomprehensive insurance coverage on our properties and their operations. Weoperations with terms, conditions, limits and deductibles that we believe that the amount and scope of insurance coverage provided by our policies and the policies required to be maintained by our tenants, operators and managers are customary for similarly situated companies in each industry and we frequently review our industry. Although we regularly monitor our tenants’, operators’insurance programs and managers’ compliance with their respectiverequirements. The insurance requirements, we cannot assure you that they will maintain the required insurance coverages, and any failure, inability or unwillingness by our tenants, operators and managers to do so could have a Material Adverse Effect on us. We also cannot assure you that we will continue tomaintain or require may take the same levelsform of commercial insurance, coverage under our lease, management and other agreements, that suchcaptive insurance coverage will be available at a reasonable cost in the future or that the policies maintained will fully cover all losses related to our properties upon the occurrence of a catastrophic event, nor can we assure you of the future financial viability of the insurers.self-insurance.

We maintain the property insurance for substantially all ofproperties in our office and senior living operations segment. We also maintain liability insurance for certain office properties, as well as the general and professional liability insurance for our seniorscertain senior housing communities and related operations managed by Atria and ESL.in our senior living operations segment. However, Sunrise maintainssome senior housing managers maintain the general and professional liability insurance for our seniorssenior housing communities and related operations that it managesthey manage in accordance with the terms of our management agreements. Under our management agreements with Sunrise, we may elect, on an annual basis, whether we or Sunrise will bear responsibility for maintaining the required insurance coverage for the applicable properties, but the costs of such insurance are facility expenses paid from the revenues of those properties, regardless of who maintains the insurance.

Through our office operations, we provide engineering, construction and architectural services in connection with new development projects, and anywe maintain and cause tenants, contractors, design construction or systems failures relatedprofessionals and other parties involved with such services to the properties we develop could result in substantial injury or damage to our clients or third parties. Any such injury or damage claims may arise in the ordinary coursemaintain property and may be assertedliability insurance with respect to ongoing or completed projects. Although we maintain liabilitythose activities.

In May 2020, the Company formed a wholly owned captive insurance to protect us against these claims, if any claim results in a loss, we cannot assure you that our policy limits would be adequate to cover the loss in full. If we sustain losses in excess of ourcompany, which provides insurance coverage we may be required to payfor losses below the differencedeductible and we could

We maintain a website at www.ventasreit.com. The information on our website is not incorporated by reference in this Annual Report, on Form 10-K, and our web address is included as an inactive textual reference only.

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

OurWe, along with our tenants, operatorsborrowers, and managers in the United States, are typically subject to or impacted by extensive and complex federal, state and local healthcare laws and regulations, including laws and regulations relating to quality of care, licensure and certificatecertificates of need (“CON”), conduct of operations, government reimbursement, such as Medicare and Medicaid, fraud and abuse, practices, qualifications of personnel, appropriateness and classification of care, adequacy of plant and equipment, and otherdata security and privacy. Although the effects of these laws and regulations governingon our business are typically indirect, some of these laws and regulations apply directly to us and the operation ofsenior housing communities in our senior living operations segment, where we generally hold the applicable healthcare facilities.licenses and enroll in applicable reimbursement programs. Healthcare is a highly regulated industrylaws and that trend will, in general, continue in the future. The applicable rulesregulations are wide-ranging, and can subject our tenants, operators and managers tononcompliance may result in the imposition of civil, criminal, and administrative sanctions,penalties, including: the possible loss or suspension of accreditation, licenses or license;CONs; suspension of or non-payment for new admissions; denial of reimbursement; imposition of fines; suspension, decertification, or exclusion from federal and state healthcare programs; or facility closure. Changes in laws or regulations, reimbursement policies, enforcement activity and regulatory non-compliance by us or our tenants, operators andborrowers or managers can allcould have a significant effect on our and their operations and financial condition, which in turn may adversely impact us, as detailed below and set forth under “Risk Factors”Factors—Our Legal, Compliance and Regulatory Risks” in Part I, Item 1A of this Annual Report on Form 10-K.

In general, the operatorsRegulation of our inpatientsenior housing communities consists primarily of state and local laws that may require licenses, certifications and permits, and may vary greatly from one jurisdiction to another. Our senior housing communities that receive Medicaid payments are also subject to extensive federal laws and regulation. Inpatient rehabilitation and long-term acute care facilities, health systems, and skilled nursing facilities, (collectively “healthcare facilities”)which we do not directly operate, are typically subject to extensive federal and state regulation and must be licensedhold various licenses, certifications, and periodically certified through various regulatory agencies that determine compliance with federal, state and local laws to participate in the Medicare and Medicaid programs. Legal requirements pertaining to such licensurepermits. Licensure and certification relatemay be conditioned on requirements related to, among other things, the quality of medical care provided by thean operator, qualifications of the operator’s administrative personnel and clinical staff, adequacy of the physical plant and equipment and continuing compliance with applicable laws and regulations. AFederal and state government agencies have issued additional requirements in connection with the COVID-19 pandemic. For example, CMS is requiring testing of skilled nursing facility staff and residents for COVID-19 and reporting of COVID-19 data to the Centers for Disease Control and Prevention (“CDC”).

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

In addition, many of our healthcarelicensed facilities and tenants are subject to state certificate of need (“CON”)CON laws, thatwhich require governmental approval prior to the development or expansion of healthcarelicensed facilities and services. The approval process in these states with CON laws generally requires a facility to demonstrate the need for additional or expanded healthcarelicensed facilities or services. CONs, where applicable, are also sometimes necessary for changes in ownership or control of licensed facilities, addition of beds, investment in major capital equipment, introduction of new services or termination of services previously approved through the CON process. CON laws and regulations may restrict an operator’sour or our tenants’ ability to expand our properties and grow its business in certain circumstances, which could have an adverse effect on the operator’s revenues and, in turn, its ability to make rental payments under and otherwise comply with the terms of our leases. See “Risk Factors-Risks Arising from Our Business-If we must replace any of our tenants or operators, we might be unable to reposition the properties on as favorable terms, or at all, and we could be subject to delays, limitations and expenses, which could have a Material Adverse Effect on us” included in Part I, Item 1A of this Annual Report on Form 10-K.their revenues.

Healthcare facilities and seniors housing communities that receive Medicaid paymentsParticipants in the U.S. healthcare industry are subject to various complex federal and state civil and localcriminal laws and regulations that governgoverning healthcare providers'provider referrals, relationships and arrangements and prohibit fraudulent and abusive business practices.arrangements. These laws and regulations include, among others:

As federal and state governments face significant budgetary pressures, they continue efforts to reduce Medicare and Medicaid spending through methods such as reductions in reimbursement rates and increased enrollment in managed care programs. Private payors are typically for-profit companies and are continuously seeking opportunities to control healthcare costs. In some cases, private payors rely on government reimbursement systems to determine reimbursement rates, such that reductions in Medicare and Medicaid payment rates may negatively impact payments from private payors. These changes may result in reduced or slower growth in reimbursement for certain services provided by some of our tenants and managers. Additionally, the U.S. Congress has significantly increased fundingand certain state legislatures have introduced and passed a large number of proposals and legislation designed to the governmental agencies charged with enforcingmake major changes in the healthcare fraudsystem, including changes that directly or indirectly affect reimbursement. Several of these laws, including the Patient Protection and abuse laws to facilitate increased audits, investigations and prosecutions of providers suspected of healthcare fraud. As a result, government investigations and enforcement actions brought against healthcare providers have increased significantly in recent years and are expected to continue. A violation of federal or state anti-fraud and abuse laws or regulationsAffordable Care Act, as amended by an operator of our properties could have a material adverse effect on the operator’s liquidity, financial condition or results of operations, which could adversely affect its ability to satisfy its contractual obligations, including making rental payments under and otherwise complying with the terms of our leases.

For the year ended December 31, 2018,2021, approximately 7.1%7.8% of our total revenues and 12.7%16.5% of our total NOI (in each case excluding amounts in discontinued operations) were attributable to acute and post-acute healthcare facilities in which our third-party tenants receive reimbursement for their services under governmental healthcare programs, such as Medicare and Medicaid. We are neither a participant in, nor a direct recipient of, any reimbursement under these programs with respect to those leased facilities.

In 2016, we enteredWe lease a number of our assets to tenants in the life science, research and innovation sector. These tenants consist of university-affiliated organizations and other private sector through the acquisitions of substantially all of the university affiliated research and innovation real estate assets of Wexford Science & Technology, LLC from affiliates of Blackstone Real Estate Partners VIII, L.P. The research and innovationcompanies. These tenants of these assets are largely university-affiliated organizations. These university-affiliated research and innovation tenants aremay be dependent on private investors, the

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

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

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

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

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

However, these complex federal, state and foreign statutes, and their enforcement, involve a myriad of regulations, many of which impose strict liability on offenders. Some of these federal, state and foreign laws and regulations may directly impact us. Under various federal, local and foreign environmental laws, ordinances and regulations, an owner of real property we are subject to various federal, state and local laws and regulations regarding environmental, health and safety matters.

With respect to our properties that are operated or managed by third parties, we may be held primarily or jointly and severally liable for costs relating to the investigation and clean-upcleanup of any property from which there is or has been an actual or threatened release of a regulated material and any other affected properties, regardless of whether we knew of or caused the release. Such costs typically are not limited by law or regulation and could exceed the property’s value. In addition, we may be liable for certain other costs, such as governmental fines and injuries to persons, property or natural resources, as a result of any such actual or threatened release. See “Risk Factors-Risks Arising from Factors—Our Business-We could incur substantialBusiness Operations and Strategy Risks—Our operating assets may expose us to various operational risks, liabilities and claims that could adversely affect our ability to generate revenues or increase our costs if anyand could adversely affect our business, financial condition and results of our properties are found to be contaminated with hazardous substances or we become involved in any environmental disputes”operations.” included in Part I, Item 1A of this Annual Report on Form 10-K.Report.

Under the terms of our lease, managementleases and other agreements, we generally have a right to indemnification by the tenants operators and managers of our properties for any contamination caused by them. However, we cannot assure you that our tenants, operators and managers will have the financial capability or willingness to satisfy their respective indemnification obligations to us, and any failure, inability or unwillingness to do so may require us to satisfy the underlying environmental claims.

In general, we have also agreed to indemnify our tenants and operatorsmanagers against any environmental claims (including penalties and clean-upcleanup costs) resulting from any condition arising in, on or under, or relating to, the leased properties at any time before the applicable lease commencement date. With respect to our senior living operating portfolio, we have agreed to indemnify our managers against any environmental claims (including penalties and clean- upcleanup costs) resulting from any condition on those properties, unless the manager caused or contributed to that condition.

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

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

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

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

A downturn in any one of our tenants’, borrowers’ or operators’managers’ businesses could ultimately lead to its bankruptcy if it is unable to timely resolve the underlying causes, which may be largely outside of its control. Bankruptcy and insolvency laws

Bankruptcy or insolvency proceedings may also result in increased costs to the operator and require significant management distraction.attention and resources. If we are unable to transition affected properties theyefficiently and effectively, such properties could experience prolonged operational disruption, leading to lower occupancy rates and further depressed revenues. Publicity about the operator’sa tenant’s, borrower’s or manager’s financial condition and insolvency proceedings may also negatively impact their and our reputations, decreasingits reputation, which could result in decreased customer demand and revenues. Any or all of these risks could have a Material Adverse Effect on us.adversely affect our business, financial condition and results of operations. These risks would be magnified where we lease multiple properties to a single operator underthird party, as a master lease, as an operator failure or default under a master lease would expose us to these risks across multiple properties.

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

During transition periods to new tenants or operator,managers, the attention of existing tenants or managers may be diverted from the performance of the properties, which could have a Material Adverse Effect on us.

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

If a borrower defaults under a mortgage or other loan for which we are the lender, we may attempt to obtain possession of leasedpayment in full or foreclose on the collateral securing the loan, including by acquiring any pledged equity interests or acquiring title to the subject properties, or otherwise exercise remedies for tenant default and could have a Material Adverse Effect on us.

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

Even if we successfully foreclose on the collateral securing our mortgages and other loans, costs related to enforcement of our remedies, high loan-to-value ratios or declines in the value of the collateral could prevent us from realizing the full amount of our investment and we could be required to record a valuation allowance for such losses. The collateral may include equity interests in an entity with unexpected liabilities that limits the value of those equity interests or with other limiting characteristics that may result in us not having full recourse to assets within that entity’s subsidiary structure. For example, our mezzanine loan investments are subordinate to senior secured loans held by other investors that encumber the same real estate and, in certain circumstances, affords them the ability to extinguish our rights in the collateral. Any equity interests included in acquired capital may be subject to securities law restrictions that limit our ability to sell those interests in a timely manner. We may be unable to reposition any real property included in acquired collateral on a timely basis, if at all, or without making significant improvements or repairs. Any delay or costs incurred in selling or repositioning acquired collateral could adversely affect our ability to mitigaterecover the full amount of our lossesinvestment.

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

The seniorssenior housing and healthcare industries have recently experienced increasedand may continue to experience consolidation, including among owners of real estate, tenants, managers, borrowers and care providers. We compete with other healthcare REITs, healthcare providers, healthcare lenders,When a change of control of a tenant, manager or borrower occurs, that tenant’s, manager’s or borrower’s strategy, financial condition, management team or real estate partnerships, banks, insurance companies, private equity firmsneeds may change, any of which could adversely affect our relationship with that party and other investors that pursueour revenues and results of operations. If any of our tenants or managers merge with one another, our dependence on a varietysmall group of investments, which may includesignificant third parties would increase, as would our exposure to the risks described above under “—Our investments in and acquisitions of properties may be unsuccessful or fail to meet our tenants, operators or managers.expectations.” A competitor’s investment in one of our tenants, operatorsmanagers or managersborrowers could enable our competitor to directly or indirectly influence that tenant’s, operator’smanager’s or manager’sborrower’s business and strategy in a manner that impairs our relationship with the tenant, operatormanager or managerborrower or is otherwise adverse to our interests. Depending on our contractual agreements and the specific facts and circumstances, we may not have the right to consent to, or otherwise exercise rights and remedies, including termination rights, on account of,prevent a competitor’s investment in, a change of control of, or other transactions impacting a tenant, operatormanager or manager. In deciding whether to exercise our rights and remedies, including termination rights, we assess numerous factors, including legal, contractual, regulatory, business and other relevant considerations. In addition, in connection with any change of control of a tenant, operator or manager, the tenant’s, operator’s or manager’s management team may change, which could lead to a change in the tenant’s, operator’s or manager’s strategy or adversely affect the business of the tenant, operator or manager, either of which could have a Material Adverse Effect on us.

An important part of our business strategy is to continue to expand and diversify our portfolio, directly or indirectly with third parties, through accretive acquisition, investment, development and redevelopment opportunitiesactivities in domestic and international seniors housing and healthcare properties.real estate. Our execution ofability to execute this strategy by successfully identifying, securing and consummating beneficial transactions is made more challenging by increased competition and can be affected by many factors, including the significant competition we face for acquisition, investment, development and redevelopment opportunities, our relationships with current and prospective clients and partners, our ability to obtain debt and equity capital at costs comparable to or better than our competitors and lower than the yield we earn on our acquisitions or investments and our ability to negotiate favorable terms with property owners seeking to sellcounterparties, including buyers and other contractual counterparties. Our competitorssellers of assets. We compete for these opportunities includewith a broad variety of potential investors, including other healthcare REITs, real estate partnerships, healthcare providers, healthcare lenders and other investors, including developers, banks, insurance companies, pension funds, government-sponsored entities and private equity firms, some of whom may have advantages compared to us, including greater financial resources and lower costs of capital than we do.capital. See “Business—Competition” included in Part I, Item 1 of this Annual Report on Form 10-K.Report. If we are unsuccessful at identifying and capitalizing on investment, acquisition, development and redevelopment opportunities and otherwise expanding and diversifying our portfolio, our growth and profitability may be adversely affected.

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

Our real estate development and redevelopment projects present additional risks, including the risk of construction delays or cost overruns that increase expenses, the inability to obtain required zoning, occupancy and other governmental approvals and permits on a timely basis and the incurrence of significant costs prior to completion of the project. Furthermore, healthcareHealthcare real estate properties are often highly customized, and the development or redevelopment of such properties may require costly tenant-specific or market-driven improvements. As a result, we cannot assure you

Other risks that we will achieve the economic benefit we expect from acquisition, investment, development and redevelopment opportunities.

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

We cannot assure you that we will be able to integrate acquisitions and investments without encountering difficulties or that any such difficulties will not have a Material Adverse Effect on us.

Our senior living operating assetspositive reputation for quality and office assets expose usservice with our stakeholders, including our tenants, managers, development partners, lenders and stockholders, could be damaged if we experience a sustained period of distress, where our properties

We invest in various development and redevelopment projects. In deciding whether to generate revenues, thereby reducing our profitability. These operationalmake an investment in a project, we make certain underwriting assumptions regarding expected future performance. Our assumptions are subject to risks include fluctuations in occupancygenerally associated with development and redevelopment projects, including, among others, that:

The price of commodities and regional economic conditions, the imposition of new or increased taxes, capital expenditure requirements, professional and general liability claims, and the availability and cost of professional and general liability insurance. Any one or a combination of theseskilled labor for our construction projects may increase due to external factors, could result in operating deficiencies in our senior living operations or office operations reportable business segments, which could have a Material Adverse Effect on us.

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

If any of the risks described above occur, our development and redevelopment projects may not yield anticipated returns, which our seniors housing communities and MOBs are located could adversely affect our future occupancy rates, operating marginsbusiness, financial condition and profitability.results of operations.

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

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

To the extent thatIf significant changes in the climate occur in areas where our properties are located, we may experience extreme weather and changes in precipitation and temperature, all of which may result in physical damage to or a decrease in demand for properties located in these areas or affected by these conditions. Should the impact ofWhere climate change be material in nature, including destruction ofhas a significant or sustained impact, our properties or occur for lengthy periods of time,could be destroyed and our business, financial condition or results of operations may be adversely affected.

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

From timeWe are dependent on the capital markets and any disruption to time, we maythe capital markets or our ability to access such markets could impair our ability to fulfill our dividend requirements, make payments to our security holders or otherwise finance our business operations. Adverse developments affecting economies throughout the world, including rising inflation, a general tightening of availability of credit (including the price, terms and conditions under which it can be subject to claims brought against usobtained), the state of the public and private capital markets, decreased liquidity in lawsuitscertain financial markets, increased interest rates, foreign exchange fluctuations, declining consumer confidence, the actual or perceived state of the real estate market, tightened labor markets or significant declines in stock markets, as well as concerns regarding pandemics, epidemics and other legal or regulatory proceedings arising outthe spread of contagious diseases, could impact our alleged actions or the alleged actions of our tenants, operators and managers for which such tenants, operators and managers may have agreed to indemnify, defend and hold us harmless. An unfavorable resolution of any such litigation or proceeding could materially adversely affect our or their liquidity,business, financial condition and results of operationsoperations. For example, unfavorable changes in general economic conditions, including recessions, economic slowdowns, high unemployment and have a Material Adverse Effect on us.

ForDuring inflationary periods, interest rates have historically increased, which would have a direct effect on the year ended December 31, 2018, approximately 36.2%interest expense of our total NOI was derived from properties locatedborrowings. We are exposed to increases in California (14.0%), Texas (6.4%), New York (6.1%), Illinois (5.1%) and Florida (4.6%). As a result, we are subject to increased exposure to adverse conditions affecting these regions, including downturnsinterest rates in the local economiesshort term through our variable-rate borrowings, which consist of borrowings under our unsecured credit facility, our unsecured term loans and our commercial paper program. Therefore, interest rate increases, due to inflation or changesotherwise, could in local real estate conditions, increased constructionthe short term, increase our interest expense under these

To the extent there is turmoil in state-specific legislation, which couldthe global financial markets, this turmoil has the potential to adversely affect (i) the value of our business and resultsproperties; (ii) the availability or the terms of operations.

We receiveInterest rates are rising and are expected to continue rising. Increases in interest rates may result in a significant portiondecrease in the value of our revenues by leasing assets under long-term triple-net leases that generally provide for fixed rental rates subject to annual escalations, while certainreal estate and a decrease in the market price of our debt obligations are floating rate obligations withcommon stock. Increases in interest and related payments that vary withrates may also adversely affect the movement of LIBOR, Bankers’ Acceptance or other indexes. Thesecurities markets generally, fixed rate nature of a significant portionwhich could reduce the market price of our revenuescommon stock without regard to our operating performance. Any such unfavorable changes to our borrowing costs and the variable rate nature of certainprice of our debt obligations create interest rate risk. Although our operating assets provide a partial hedge against interest rate fluctuations, if interest rates rise, the costs of our existing floating rate debt and any new debt that we incur would increase. These increased costscommon stock could reduce our profitability, impairsignificantly impact our ability to meet ourraise new debt obligations, orand equity capital going forward and increase the cost of financing on our acquisition, investment, development and redevelopment activity. An increase in interest rates also could limit our ability to refinance existing debt upon maturity or cause us to pay higher rates upon refinancing, as well as decrease the amount that third parties are willing to pay for our assets, thereby limiting our ability to promptly reposition our portfolio in response to changes in economic or other conditions.

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

As of December 31, 2021, we had approximately $12.1 billion of outstanding principal indebtedness. The instruments governing our existing indebtedness permit us to whichincur substantial additional debt, including secured debt, and we may satisfy our capital and liquidity needs through additional borrowings. Our indebtedness requires us to dedicate a significant portion of our cash flow from operations to the LIBOR rates are determinedpayment of debt service, thereby reducing the funds available to implement our business strategy and potential phasing outmake distributions to stockholders. A high level of LIBOR after 2021 may affectindebtedness on an absolute basis or as a ratio to our financial results.cash flow could also have the following consequences:

We mortgage, and expect to continue to mortgage, certain of our properties to secure payment of indebtedness. If we are unable to meet our mortgage payments, then the encumbered properties could be adversely affected.

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

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

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

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

In our operating assets, including those in our senior living operations and office segments, we are generally responsible for all liabilities of the properties, including any lawsuits, investigations, claims and other legal or regulatory proceedings, other than those arising out of certain actions by our managers, such as those caused by gross negligence, fraud or willful misconduct. As a result, we have exposure to, among other things, professional and general liability claims, employment law claims and the associated litigation and other costs related to defending and resolving such claims. In our senior living operations in particular, if one of our managers fails to comply with applicable law or regulation, we may be held responsible, which could subject us to civil, criminal and administrative penalties, including the loss or suspension of accreditation, licenses or certificates of need; suspension of or nonpayment for new admissions; denial of reimbursement; fines; suspension, decertification, or exclusion from federal, state or foreign healthcare programs; or facility closure.

In some circumstances, our tenants or managers may be contractually obligated to indemnify, defend and hold us harmless in whole or in part with respect to certain actions, legal or regulatory proceedings. In addition, third parties from whom we acquired certain of our assets and, in some cases, their affiliates may be required by the terms of the related conveyance documents to indemnify, defend and hold us harmless against certain actions, investigations and claims related to the acquired assets and arising prior to our ownership or related to excluded assets and liabilities. In some cases, a Material Adverse Effectportion of the purchase price consideration is held in escrow for a specified period of time as collateral for these indemnification obligations. We cannot assure you that these third parties will be able to satisfy their defense and indemnification obligations to

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

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

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

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

Qualification as a REIT involves the application of highly technical and complex provisions of the Internal Revenue Code of 1986, as amended (the “Code”) for which there are only limited judicial and administrative interpretations. The determination of factual matters and circumstances not entirely within our control, as well as new legislation, regulations, administrative interpretations or court decisions, may adversely affect our investors or our ability to remain qualified as a REIT

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

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

To assist us in preserving our qualification as a REIT, our certificate of incorporation provides that if a person acquires beneficial ownership of more than 9.0% of our outstanding common stock or more than 9.9% of our outstanding preferred stock, the shares that are beneficially owned in excess of the applicable limit are considered “excess shares” and are automatically deemed transferred to a trust for the benefit of a charitable institution or other qualifying organization selected by our Board of Directors. The trust is entitled to all dividends with respect to the excess shares and the trustee may exercise all voting power over the excess shares. In addition, weWe also have the right to purchase the excess shares for a price equal to the lesser of (i) the price per share in the transaction that created the excess shares or (ii) the market price on the day we purchase the shares, but ifshares. If we do not purchase the excess shares, the trustee of the trust is required to transfer the shares at the direction of our Board of Directors. These ownership limits could delay, defer or prevent a transaction or a change of control that might involve a premium price for our common stock or might otherwise be in the best interests of our stockholders.

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

Ventas completed its merger with New Senior and received an opinion from REIT counsel to the effect that, at all times starting with its taxable year ended December 31, 2014 and through the closing date, New Senior was organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code. The opinion is not binding on ordinary income; the highest individualIRS or any court, and it is possible that the IRS could take a contrary position or that this tax position might not be sustained. If New Senior failed to qualify as a REIT for U.S. federal income tax rate has been reduced from 39.6%purposes, Ventas would succeed to 37%any tax liabilities. These liabilities could be significant, and Ventas could possibly fail to qualify as a REIT. If New Senior failed to qualify as a REIT for U.S. federal income tax purposes, for the five-year period after the merger, upon a taxable years beginning after December 31, 2017 and before January 1, 2026;

As of December 31, 2018,2021, we owned or had investments in approximately 1,200 properties (including properties owned through investments in unconsolidated entities and properties classified as held for sale), consisting of seniorssenior housing communities, medical office buildings (“MOBs”), life science, research and innovation centers, inpatient rehabilitation facilities (“IRFs”)hospitals and long-term acute care facilities (“LTACs”), health systems and skilled nursing facilities (“SNFs”), and weother healthcare facilities. We had 1914 properties under development, including five properties thatfour of which are owned by unconsolidated real estate entities. We believe that maintaining a balanced portfolio of high-quality assets diversified by investment type, geographic location, asset type, tenant/operator, revenue source and operating model makes us less susceptible to single-state regulatory or reimbursement changes, regional climate events and local economic downturns and diminishes the risk that any single factor or event could materially harm our business.

As of December 31, 2018,2021, we had $1.1$2.4 billion aggregate principal amount of mortgage loan indebtedness outstanding, secured by 60102 of our properties. Excluding those portions attributedthe portion of such indebtedness attributable to our joint venture partners, our share of mortgage loan indebtedness outstanding was $1.0$2.2 billion.

The following table provides additional information regarding the geographic diversification of our consolidated portfolio of properties as of December 31, 20182021 (excluding properties owned through investments in unconsolidated real estate entities and properties classified as held for sale).